ENOVIS CORP (ENOV)
Sector: Health Care
2026 Annual Meeting Analysis
ENOVIS CORP · Meeting: May 19, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Wienbar has served since 2016, well within the underperformance period; Enovis's 3-year total shareholder return is -57%, trailing the disclosed compensation peer group median by 30.3 percentage points (threshold: 20pp for negative absolute TSR), and the 5-year record shows a similar shortfall of 29.6pp versus peers, so the 5-year mitigant does not rescue a FOR vote.
Bodem has served since 2022, giving her meaningful overlap with the underperformance period; Enovis's 3-year total shareholder return of -57% trails the compensation peer group median by 30.3 percentage points, which exceeds the 20-percentage-point trigger for companies with negative absolute returns, and no 5-year record is available for her tenure to apply the mitigant.
Kelly has served since 2020, providing full overlap with both the 3-year and 5-year underperformance periods; the stock has lost 57% over three years versus the peer median loss of 26.7%, a gap of 30.3 percentage points above the trigger threshold, and the 5-year gap of 29.6pp also exceeds the 20pp threshold, so the 5-year mitigant does not apply.
Lalor has served since 2022 and chairs the Compensation Committee, giving her direct responsibility over pay programs during the underperformance period; the 3-year TSR gap of -30.3pp versus peers exceeds the 20pp trigger, and no 5-year tenure record is available to apply the mitigant.
Okala has served since 2021, overlapping substantially with both the 3-year and 5-year underperformance windows; the 3-year TSR gap versus the peer group is -30.3pp (trigger: 20pp), and the 5-year gap of -29.6pp also exceeds the threshold, so the longer-term record does not provide a basis to downgrade the vote to FOR.
Ortiz has served since 2022 and has meaningful overlap with the 3-year underperformance period; the stock has underperformed the disclosed peer group median by 30.3 percentage points over three years, exceeding the 20pp trigger for companies with negative absolute returns, and no 5-year tenure is available for the mitigant.
Perfall has served since 2010, giving him the longest tenure on the board and full overlap with both the 3-year and 5-year underperformance periods; both the 3-year gap (-30.3pp) and 5-year gap (-29.6pp) versus the compensation peer group median exceed the 20pp trigger threshold, so the 5-year mitigant does not rescue a FOR vote.
Shirley has served since 2022, with meaningful overlap with the underperformance period, and served as President and COO during much of that time; the 3-year TSR gap of -30.3pp versus the peer group median exceeds the 20pp trigger, and no 5-year tenure record is available to apply the mitigant.
Vinnakota has served since 2008, providing full overlap with both the 3-year and 5-year underperformance periods; the 3-year gap of -30.3pp and 5-year gap of -29.6pp versus the compensation peer group median both exceed the 20pp trigger threshold, so the 5-year mitigant does not provide a basis for a FOR vote.
For Analysis
McDonald joined as CEO and director on May 12, 2025, less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under the new-director exemption.
Nine of ten director nominees receive an AGAINST vote due to Enovis's severe stock underperformance: the stock has lost 57% over three years while the company's own disclosed peer group fell only 26.7% on average, a gap of 30.3 percentage points that exceeds the 20-percentage-point trigger threshold. The 5-year record (gap: -29.6pp) also clears the threshold, so the mitigant that would downgrade an AGAINST to FOR does not apply. Only Damien McDonald, who joined as CEO in May 2025, is exempt as a new director within the 24-month new-director grace period. Notably, the IHI benchmark (iShares US Medical Devices ETF) shows a similar picture: Enovis's 3-year return of -57% trails IHI by 56.7 percentage points, far exceeding the 30pp ETF fallback trigger for negative absolute TSR.
Say on Pay
✗ AGAINSTCEO
Matthew L. Trerotola
Total Comp
$9,424,946
Prior Support
98%%
The pay-for-performance alignment check fails: Enovis's 3-year total shareholder return of -57% trails the compensation peer group median by 30.3 percentage points, yet the departing CEO Matthew Trerotola — who is listed as the primary CEO for this filing — received $9.4 million in total compensation in 2025 even after transitioning to a reduced Executive Advisor role at half salary, with a large equity grant of $7.27 million still awarded. The equity award program includes performance stock awards tied to relative total shareholder return, which is a positive design feature, and the 2023 performance stock awards did pay out at 0% reflecting the stock's underperformance; however, granting above-benchmark equity to an executive in a wind-down advisory role while shareholders have experienced a 57% loss over three years represents a disconnect between executive outcomes and shareholder experience. The prior-year say-on-pay vote of 98% in favor reflects prior compensation periods and does not override the current year's pay-for-performance assessment.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$5,437,000
Non-Audit Fees
$2,475,000
Ernst & Young has served as Enovis's auditor since 2002, giving it approximately 24 years of tenure — one year below the 25-year threshold that would trigger a No vote. Tax fees of $2.475 million represent about 45.5% of audit fees of $5.437 million, which is below the 50% non-audit ratio threshold. No material financial restatements were identified in the filing, and EY is a Big 4 firm appropriate for a company of Enovis's size and complexity.
Overall Assessment
The 2026 Enovis annual meeting presents a challenging ballot: nine of ten director nominees receive AGAINST votes due to severe and sustained stock underperformance relative to the company's own disclosed peer group (3-year gap of -30.3pp, 5-year gap of -29.6pp, both exceeding the 20pp trigger), with only the newly appointed CEO Damien McDonald exempt as a director within the 24-month grace period. The Say on Pay vote also receives an AGAINST determination due to pay-for-performance misalignment — executives received large equity grants while shareholders endured a 57% three-year loss — though the auditor ratification passes cleanly as EY's non-audit fee ratio (45.5%) stays below the 50% threshold and tenure (approximately 24 years) remains just under the 25-year concern level.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing