Independent
Tenure on this board
6.7 yrs
8 nominees · 4 ballot items.
Elect eight directors; ratify Ernst & Young LLP as independent auditors; approve, on an advisory basis, the company’s named executive officer compensation (say-on-pay); and cast an advisory vote on the frequency of future say-on-pay votes (one, two, or three years).
Elect eight director nominees (Paul Keel, Wendy Carruthers, Kieran T. Gallahue, Scott Huennekens, Vivek Jain, J. Andrew Pierce, Daniel Raskas, and Christine Tsingos) each to serve a one-year term expiring at the 2027 annual meeting.
Ratify the appointment of Ernst & Young LLP as Envista’s independent registered public accounting firm for the year ending December 31, 2026.
Vote, on an advisory (non-binding) basis, to approve the compensation of Envista’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the company’s Named Executive Officers as disclosed in the proxy materials. Management seeks this annual endorsement to validate its pay-for-performance framework, which emphasizes long-term equity incentives (PSUs, options, RSUs), annual cash incentives tied to company and operating company metrics, and robust governance features such as clawbacks, stock ownership guidelines, and independent Compensation Committee oversight. The Compensation Committee highlights that a majority of NEO pay is performance‑based and that recent program design changes (metric selection, weighting, and increased emphasis on PSUs) are intended to align executive incentives with core sales growth, adjusted EBITDA and free cash flow objectives. Management notes historical shareholder support (94.3% approval in 2025) and argues that the program preserves appropriate discretion to account for qualitative factors while maintaining rigorous, measurable targets. Opponents of say‑on‑pay votes typically argue that advisory approval does not constrain excessive pay and can obscure problematic elements of compensation design; however, Envista’s disclosures describe specific performance metrics, caps, and risk-mitigating features to address those concerns. The vote is advisory only, so while a favorable vote endorses current practices and informs Compensation Committee decisions, an unfavorable vote would not directly change awards but would prompt the Committee to re-evaluate. In assessing this proposal, investors should weigh the concrete alignment mechanisms (PSUs with TSR modifier, option/RSU mix, clawback policy) against outcomes such as actual PSU payouts and realized executive realizations, and consider how pay outcomes tracked company performance over the multi-year cycles. Overall, the Company presents the proposal as a governance IoU between management and shareholders to confirm that pay practices are consistent with long‑term value creation and retention objectives.
An advisory (non-binding) vote for stockholders to indicate whether future advisory votes on named executive officer compensation should occur every one, two, or three years; the Board recommends every one year.
This advisory proposal asks shareholders to select the preferred frequency (one, two, or three years) for future non-binding say-on-pay votes. Management recommends an annual vote, arguing that yearly advisory votes give shareholders timely input on evolving pay programs and allow the Compensation Committee to respond quickly to shareholder feedback and changing business conditions. The frequency question is itself advisory and non-binding; while shareholders’ plurality choice will be disclosed as their preferred cadence, the Board retains discretion to adopt a different interval if it deems that appropriate for governance or business reasons. From an investor governance perspective, more frequent votes increase accountability and provide a regular signal on pay philosophy, but they also increase administrative and engagement bandwidth and may produce repetitive outcomes where pay programs change slowly. The Board’s recommendation for a one-year frequency aligns with Envista’s stated practice of annual engagement and with its objective of responsive oversight, particularly while the company continues to execute a turnaround and compensation program adjustments. Investors evaluating this proposal should consider the company’s past say-on-pay support levels and whether annual votes materially improve governance outcomes versus biennial or triennial votes, balancing oversight benefits against costs and potential signal noise. Ultimately, a vote for one year endorses continual shareholder feedback as a governance mechanism; a vote for a longer interval signals preference for less frequent formal input but does not prevent other engagement channels.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARIEL INVESTMENTS, LLC | 6.50% | 10,583,626 | $269M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.82% | 9,467,889 | $240M |
| 3 | BlackRock, Inc. | 5.72% | 9,308,370 | $236M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.65% | 7,566,721 | $192M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.50% | 7,318,581 | $186M |
| 6 | FRANKLIN RESOURCES INC | 4.19% | 6,816,840 | $173M |
| 7 | MORGAN STANLEY | 3.47% | 5,640,826 | $143M |
| 8 | Gates Capital Management, Inc. | 3.30% | 5,362,711 | $136M |
| 9 | STATE STREET CORP | 3.21% | 5,228,758 | $133M |
| 10 | ALLIANCEBERNSTEIN L.P. | 3.09% | 5,028,611 | $109M |
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