Envista Holdings Corporation
08/19/2026 | Press release | Distributed by Public on 08/19/2026 06:38
Management Change/Compensation (Form 8-K)
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Chief Executive Officer Compensation Changes
Reference is made to the information contained in Item 8.01 of this Current Report on Form 8-K, disclosing the Company's Board of Directors' appointment of Paul Keel, the Company's President and Chief Executive Officer, to the role of Chairman of the Board, effective immediately. On August 17, 2026, the Compensation Committee of the Board of Directors (the "Board") of Envista Holdings Corporation (the "Company") approved the following compensation changes for Paul Keel, the Company's President and Chief Executive Officer:
•A base salary increase of $200,000, from $1.1 million to $1.3 million per year, effective August 24, 2026; and
•A special one-time equity award with an aggregate value of $10 million on the date of grant, comprised of (i) time-based restricted stock units ("RSUs") valued at $5 million and (ii) performance-based restricted stock units ("PSUs") valued at $5 million at the target level of performance, each with a grant date of August 18, 2026 (collectively, the "Keel Equity Awards").
The Board believes the Keel Equity Awards align with stockholder interest in retaining Mr. Keel's service and provide a powerful incentive for Mr. Keel to take steps over the next four years to successfully execute on the Company's strategy and drive financial performance that should create long-term value for stockholders.
The RSU award vests over four years, with 25% of the shares vesting on each one-year anniversary of the date of grant. The RSUs will be forfeited if Mr. Keel's service with the Company terminates for any reason other than death, early retirement or normal retirement prior to vesting, unless a qualifying termination occurs within 24 months following a change in control.
The PSU award vests based on the Company's four-year total stockholder return ("TSR") percentile rank relative to the Standard & Poor's 400 Health Care Sector Index, with the four-year performance period beginning on August 18, 2026. The PSUs will be forfeited if Mr. Keel's service with the Company terminates for any reason other than death, early retirement or normal retirement prior to vesting, unless a qualifying termination occurs within 24 months following a change in control.
Chief Financial Officer Special Performance-Based Equity Award
Also on August 17, 2026, the Compensation Committee approved a special one-time equity award for Eric Hammes, the Company's Chief Financial Officer, valued at $1.5 million on the date of grant, consisting solely of PSUs with a grant date of August 18, 2026 and subject to the same performance condition tied to the Company's four-year relative TSR percentage rank that is applicable to Mr. Keel's PSU award, as set forth above (the "Hammes PSU Award"). The PSUs will be forfeited if Mr. Hammes' service with the Company terminates for any reason other than death, early retirement or normal retirement prior to vesting, unless a qualifying termination occurs within 24 months following a change in control.
The Keel Equity Awards and the Hammes PSU Award were granted under, and pursuant to the terms and conditions of, the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended, the Company's Form of Restricted Stock Unit Agreement, and the Company's Form of Performance Stock Unit Agreement, which are respectively filed as Exhibit 10.4, Exhibit 10.6 and Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 12, 2026.
ITEM 8.01 OTHER EVENTS
On August 17, 2026, upon the recommendation of the Nominating and Governance Committee of the Board, the Board appointed Paul Keel, the Company's President and Chief Executive Officer, to serve as Chair of the Board, effective August 19, 2026, succeeding Scott Huennekens, who will continue to serve as a director and as Lead Independent Director, as discussed in further detail below. Mr. Keel has served as President, Chief Executive Officer and a director on the Board since he joined the Company in May 2024. The Board appointed Mr. Keel to serve as Chair of the Board to further strengthen alignment across our strategy, operations, and long-term value creation.
In addition, upon the recommendation of the Nominating and Governance Committee, the independent directors of the Board appointed Scott Huennekens to serve as the Lead Independent Director, effective August 19, 2026. Mr. Huennekens is an independent member of the Board under the rules of the New York Stock Exchange and applicable law. The independent directors of the Board appointed Mr. Huennekens to serve as the Lead Independent Director of the Board. The duties of the Lead Independent Director position are set forth in the Company's Corporate Governance Guidelines, which are available on the "Investors - Governance" section of our website at http://www.envistaco.com. Information from our website is not incorporated by reference into this Current Report on Form 8-K
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