Independent
Tenure on this board
4.2 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Ernst & Young LLP as independent auditor; Advisory approval (Say-on-Pay) of named executive officer compensation.
Elect nine nominees to the Board of Directors to serve one-year terms.
Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal requests that stockholders approve the 2025 compensation of ESAB’s named executive officers as disclosed in the proxy statement. Management asks for an advisory endorsement to demonstrate stockholder support for its pay practices; the Compensation and Human Capital Management Committee uses the vote outcome as feedback for future compensation decisions. ESAB’s executive compensation program emphasizes pay-for-performance with a mix of base salary, an annual incentive plan tied to adjusted EBITDA, net sales and working capital turns, and long-term equity awards (25% options, 25% RSUs, 50% performance RSUs tied to adjusted EPS and a relative TSR modifier). In 2025 the Committee awarded one-time retention PRSUs and RSUs to NEOs to support retention, and modest base salary increases were made; however, management recommended that no cash bonuses be paid for fiscal 2025 given results, and the Committee accepted that recommendation. The board recommends a “FOR” vote, citing alignment with stockholder interests, robust governance features (independent compensation committee, clawback policy, anti-hedging/pledging policies and double-trigger CIC provisions), and prior strong stockholder support (96% approval at 2025 meeting). The non-binding nature of the vote means it won’t change pay directly but the company will consider the outcome when setting future compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 13.40% | 8,157,140 | $788M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 10.83% | 6,593,365 | $637M |
| 3 | BlackRock, Inc. | 4.89% | 2,974,293 | $287M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 2,595,136 | $251M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.09% | 2,489,633 | $241M |
| 6 | STATE STREET CORP | 2.86% | 1,739,059 | $168M |
| 7 | Neuberger Berman Group LLC | 2.78% | 1,691,423 | $163M |
| 8 | BlackRock, Inc. | 2.72% | 1,653,604 | $160M |
| 9 | FIL Ltd | 2.29% | 1,394,727 | $135M |
| 10 | JPMORGAN CHASE CO | 2.23% | 1,359,359 | $124M |
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