ENVISTA HOLDINGS CORP (NVST)
Sector: Health Care
2026 Annual Meeting Analysis
ENVISTA HOLDINGS CORP · Meeting: May 19, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2019; the company's 3-year stock return of -32.8% is only 3.9 percentage points below the peer group median of -28.9%, well under the 20-point trigger required for a negative absolute TSR period, so no TSR flag applies; no overboarding, attendance, independence, or other policy concerns identified.
Director since 2019; holds one outside public board seat (Edwards Lifesciences), within the four-board limit; the 3-year TSR gap versus the peer median is only -3.9 percentage points, far below the 20-point trigger threshold; no other policy concerns identified.
Director since 2019 and independent board Chairperson; holds two outside public board seats (QuidelOrtho and NeuroPace), within limits; the 3-year TSR gap versus the peer median is only -3.9 percentage points, far below the 20-point trigger threshold; no other policy concerns identified.
Director since 2020; serves as a sitting CEO of ICU Medical (one outside public board seat), within limits for a sitting CEO; the 3-year TSR gap versus the peer median is only -3.9 percentage points, far below the 20-point trigger threshold; no other policy concerns identified.
CEO and director since May 2024, fewer than 24 months ago, so the TSR performance trigger does not apply under the new-director exemption; no overboarding or other policy concerns identified.
Director since 2025, fewer than 24 months ago, so the TSR performance trigger does not apply under the new-director exemption; no overboarding or other policy concerns identified.
Director since 2019; the 3-year TSR gap versus the peer median is only -3.9 percentage points, far below the 20-point trigger threshold; no overboarding, attendance, independence, or other policy concerns identified.
Director since 2019; holds one outside public board seat (Varex Imaging), within limits; the 3-year TSR gap versus the peer median is only -3.9 percentage points, far below the 20-point trigger threshold; chairs the Audit Committee and is designated an audit committee financial expert; no other policy concerns identified.
All eight director nominees pass the policy screens. Although Envista's stock has declined about 33% over three years, this is only 3.9 percentage points worse than the median return of its own disclosed compensation peer group (which itself fell roughly 29%), well under the 20-point underperformance threshold required to trigger a negative vote for directors serving during a period of negative absolute TSR. The two newest directors (Paul Keel and J. Andrew Pierce) joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance failures, independence issues, or other policy flags were identified for any nominee.
Say on Pay
✓ FORCEO
Paul Keel
Total Comp
$10,559,567
Prior Support
94.3%%
CEO Paul Keel's total compensation of approximately $10.6 million is reasonable for a CEO at a roughly $4.4 billion medical device company undergoing a turnaround, and the pay structure is strongly performance-oriented — approximately 88% of his target pay is variable, well above the 50-60% policy minimum. The pay-for-performance alignment is acceptable: the 2023-2025 performance stock awards paid out at zero because the company missed its three-year profit and growth targets, demonstrating that the incentive plan actually withholds pay when goals are not met; the higher 2025 annual bonus (about 151% of target) reflects genuine operational progress — core sales grew 6.5%, adjusted EBITDA margin improved 190 basis points, and free cash flow conversion was strong. Shareholders have consistently supported the program, with approval above 93% in each of the past five years, and the company has a meaningful clawback policy in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,953,687
Non-Audit Fees
$43,678
Non-audit fees (tax services only, $43,678) represent less than 1% of audit fees ($5,953,687), far below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of Envista's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy; no material restatements were identified.
Overall Assessment
This is a straightforward annual meeting ballot with no contested elections and no stockholder-submitted proposals. All eight director nominees, the auditor ratification, and the say-on-pay proposal pass the applicable policy screens and receive FOR determinations; the one notable compensation feature — a 2023-2025 performance stock award that paid out at zero because the company missed its targets — actually demonstrates that the incentive plan is working as intended.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing