Notice of 2024 Annual Meeting of Stockholders |
Date and Time: | Thursday, May 9, 2024 at 3:00 p.m., Eastern Time |
Location: | Via live webcast at www.virtualshareholdermeeting.com/ESAB2024 |
Record Date: | March 18, 2024 |
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2024 Proxy Statement |
![]() | Via the internet (www.proxyvote.com) through May 8, 2024; |
![]() | By telephone (1-800-690-6903) through May 8, 2024; |
![]() | By completing, signing and returning your proxy by mail in the envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NJ 11717, by May 8, 2024; or |
![]() | Via virtual attendance and voting at the Annual Meeting. To attend the Annual Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/ESAB2024 and enter your control number. Once admitted, you may vote by following the instructions available on the meeting website. If you are a beneficial stockholder who owns shares in street name and have questions about your control number or how to obtain one, please contact the bank, broker or other nominee who holds your shares. |
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Proposal | Board Vote Recommendation |
FOR each Class II Director nominee | |
Proposal 2: Ratification of the appointment of the independent registered accounting | FOR |
Proposal 3: Approval on an advisory basis of our named executive officer | FOR |
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Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Boards | |||||
Mitchell P. Rales | 67 | 2022 | Chairman of the Executive Committee, Danaher Corporation | ![]() | None | Danaher Corporation | |||||
Shyam P. Kambeyanda | 53 | 2022 | President and Chief Executive Officer, ESAB Corporation | None | Veralto Corporation | ||||||
Patrick W. Allender | 77 | 2022 | Former Executive Vice President and Chief Financial Officer, Danaher Corporation | ![]() | Audit (Chair) Nominating | Brady Corporation | |||||
Melissa Cummings | 48 | 2022 | Former Executive Vice President, Strategic Marketing, Westinghouse Electric Company | ![]() | Audit | None | |||||
Rhonda L. Jordan | 66 | 2022 | Former President, Global Health & Wellness, and Sustainability, Kraft Foods Inc. | ![]() | Compensation (Chair) Nominating | Ingredion, Inc. | |||||
Robert S. Lutz | 66 | 2022 | Senior Vice President, Finance and Former Chief Accounting Officer, Danaher Corporation | ![]() | Audit | None | |||||
Stephanie M. Phillipps | 72 | 2022 | Former Partner, Arnold & Porter | ![]() | Compensation | None | |||||
Didier Teirlinck | 67 | 2022 | Former Executive Vice President, Climate Segment, Ingersoll Rand | ![]() | Audit | None | |||||
Rajiv Vinnakota | 53 | 2022 | President, Institute for Citizens & Scholars | ![]() | Nominating (Chair) Compensation | Enovis Corporation |
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![]() | Environment |
The progress we make today makes the world we imagine possible. |
![]() | Social |
We empower our associates to shape their world. |
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![]() | Without limiting the foregoing, we do not utilize or permit: ■Child labor, ■Forced labor, or ■Other abusive or unsafe working conditions. |
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Governance | |
We are committed to shaping our world through responsible corporate governance by taking sustainability-related risks and opportunities into account in our strategic decision-making. |
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Fee Category (fees in thousands) | 2023 | 2022 | ||
Audit Fees | $4,666 | $4,287 | ||
Audit-Related Fees | — | — | ||
Tax Fees | 78 | 192 | ||
All Other Fees | — | — | ||
TOTAL | $4,744 | $4,479 |
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About ESAB Corporation |
Forward-Looking Statements and Website Reference |
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2024 Annual Meeting |
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Nominating Committee Criteria for Board Members |
Board Member Service |
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PATRICK W. ALLENDER | ||
Age 77 Director since: 2022 INDEPENDENT Committees: ■Audit (Chair) ■Nominating and Corporate Governance Key skills: ■Senior leadership experience ■Public company board experience ■Broad international experience ■M&A/capital markets experience ■Related industry experience ■Organizational management experience ■Finance/accounting/risk management experience | Patrick W. Allender is the former Executive Vice President and Chief Financial Officer of Danaher Corporation, a global science and technology company, where he served from 1987 until his retirement in 2007. Prior to joining Danaher, Mr. Allender was an audit partner with a large international accounting firm. Mr. Allender is a director of Brady Corporation, where he is a member of the audit and corporate governance committees and the chairman of the finance committee. Mr. Allender served as a director of Enovis from May 2008 until the Separation. Qualifications: Mr. Allender has substantial experience in financial reporting, risk management, strategy development and execution and business transformation gained from a 20-year career at Danaher Corporation. Mr. Allender’s almost 15 years of service on the Enovis board of directors give him a deep familiarity of our Company’s history and EBX, allowing him to provide targeted insight on the nature of ESAB’s operations to our Board. | |
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RHONDA L. JORDAN | ||
Age 66 Director since: 2022 INDEPENDENT Committees: ■Compensation and Human Capital Management (Chair) ■Nominating and Corporate Governance Key skills: ■Public company board experience ■Broad international experience ■M&A/capital markets experience ■Human capital management experience ■Sales/marketing experience ■Innovation experience ■Organizational management experience ■Corporate social responsibility experience | Rhonda L. Jordan served as President, Global Health & Wellness, and Sustainability for Kraft Foods Inc., a food manufacturing and processing conglomerate, until 2012 and in that role led the development of Kraft’s health & wellness and sustainability strategies and plans for the company, including marketing, product development, technology, alliances and acquisitions. Prior to being named President, Health & Wellness in 2010, she held positions as President of Kraft’s Cheese and Dairy business unit and its Grocery unit. She also served as Senior Vice President, Global Marketing of Kraft Cheese and Dairy. Ms. Jordan is a director of Ingredion Incorporated, where she is chair of the compensation committee, and the private company Bush Brothers & Company, where she is Lead Director. Ms. Jordan served as a director of Enovis from February 2009 until the Separation. Qualifications: Ms. Jordan’s management and operations experience within a large, global corporation gives her an important strategic voice in Board deliberations, and her knowledge and decision making with respect to business unit development and sustainable top-line performance makes her a valued member of our Board. Ms. Jordan also brings an important perspective from her service of other public company boards, including her long tenure as a director of Enovis, as well as her background in developing sustainability strategies. |
The Board unanimously recommends that stockholders vote “FOR” the election of each of the nominees for director listed above. |
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MITCHELL P. RALES | ||
Age 67 Director since: 2022 INDEPENDENT CHAIRMAN OF THE BOARD Committees: ■None Key skills: ■Senior leadership experience ■Public company board experience ■Broad international experience ■M&A/capital markets experience ■Related industry experience ■Organizational management experience | Mitchell P. Rales is a co-founder of Enovis and served as a director of Enovis from its founding in 1995 until his retirement from the Enovis Board in May 2023. Mr. Rales is a co-founder and has served as a member of the board of directors of Danaher Corporation, a global science and technology company, since 1983, and as Chairman of Danaher’s Executive Committee since 1984. Mr. Rales served as a member of the board of directors of Fortive Corporation, a diversified industrial growth company that was spun off from Danaher in 2016, from 2016 to June 2021. He has been a leader in a number of private business entities with interests in manufacturing, technology and high growth companies for over 25 years. Qualifications: The strategic vision and leadership of Mr. Rales helped create the foundation for our Company. His critical guidance to ESAB, both before and after its separation from Enovis, facilitates its continued development and growth. In addition, Mr. Rales helped create the Danaher Business System, on which EBX is modeled. As a result of Mr. Rales’ substantial ownership stake in ESAB, he is well- positioned to understand, articulate and advocate for the rights and interests of ESAB’s stockholders. | |
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STEPHANIE M. PHILLIPPS | ||
Age 72 Director since: 2022 INDEPENDENT Committees: ■Compensation and Human Capital Management Key skills: ■Public company board experience ■M&A/capital markets experience ■Technology/IT experience | Stephanie M. Phillipps was a partner at Arnold & Porter, an international law firm, from 1984 until her retirement in 2019. While at Arnold & Porter, Ms. Phillipps advised wireless, cable, satellite, media, and internet service providers on a broad range of transactions, mergers and acquisitions, and regulatory issues. She also advised clients on real estate and corporate governance issues. From January 2021 until December 2022, Ms. Phillipps served on the board of directors and nominating and corporate governance committee of Empowerment and Inclusion Capital I Corp. Ms. Phillipps currently serves as a senior advisor to Grain Management LLC, Treasurer and board member of the Clara Elizabeth Jackson Carter Foundation, co-founder and board member of the Harvard Law School Black Alumni Network, board member of The Ellington Fund and the Ellington School, and founder and Chief Executive Officer of Genkast LLC. Qualifications: Ms. Phillipps brings to the Board strong experience providing strategic and legal advice to large, global corporations on a variety of complex transactions and corporate governance matters. Ms. Phillipps’s ability to comprehend dynamic business models as well as her substantial experience with mergers and acquisitions, technology-driven transactions and regulatory issues offer key insights to our Board. The Board also benefits from her broad corporate governance experience gained through her service on public and private company boards. | |
DIDIER TEIRLINCK | ||
Age 67 Director since: 2022 INDEPENDENT Committees: ■Audit Key skills: ■Public company board experience ■Broad international experience ■Related industry experience ■Innovation experience ■Organizational management experience ■Finance/accounting/risk management experience ■Corporate social responsibility experience | Didier Teirlinck retired from Ingersoll Rand, a diversified industrial manufacturing company, in September 2018. He has been a strategic advisor to the CEO of Ingersoll Rand since 2017, and previously served from November 2013 as executive vice president for Ingersoll Rand’s Climate segment, overseeing climate businesses around the world and enhancing competitive position and market share. After joining Ingersoll Rand in 2005, Mr. Teirlinck served as president of Climate Control in Europe before becoming President of the global Climate Solutions sector in 2009. Before joining Ingersoll Rand, he was President of Volvo Construction Equipment’s Compact Business Line worldwide and was previously general manager of DANISCO Flexible Group for southern Europe. Mr. Teirlinck served as a director of Enovis from September 2017 until the Separation. Qualifications: Mr. Teirlinck’s international operating history and wealth of knowledge in the climate sector brings key geographic and market experience to our Board. The Company benefits from his broad experience in sales and corporate responsibility as well as knowledge of manufacturing operations. Mr. Teirlinck’s long career in industrial environments gives him a unique and valuable perspective with respect to continuous improvement, lean manufacturing and implementing business operating systems. Mr. Teirlinck also has public- company board experience and a long-term familiarity with our business due to his prior service on the board of directors of Enovis. |
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MELISSA CUMMINGS | ||
Age 48 Director since: 2022 INDEPENDENT Committees: ■Audit Key Skills: ■Broad international experience ■Related industry experience ■Sales/marketing experience ■Technology/IT experience ■Innovation experience ■Corporate social responsibility experience | Melissa Cummings served as Executive Vice President in several capacities at Westinghouse Electric Company from June 2020 until June 2023. Most recently, she was Executive Vice President of Strategic Marketing for Westinghouse Electric Company, a leading energy company where she was responsible for strategy, product management, and digital initiatives for nuclear and non-nuclear plant operations products and services, prior to Westinghouse’s acquisition in 2023. Prior to joining Westinghouse, she worked with Signant Healthcare as an executive consultant from December 2019 to June 2020, supporting business profitability, strategic planning, and operational transformation efforts. Ms. Cummings previously served as Senior Vice President of Digital Solutions and Services at Baker Hughes from 2016 to December 2019 and has also held leadership positions with GE and ABB, driving digital and technology solutions for industrial customers around the world. Qualifications: Ms. Cummings brings to the Board significant marketing, strategy and innovation experience as a result of her tenure as a senior executive at leading industrial companies. The Company also benefits from her technology innovation expertise, as Ms. Cummings offers an important perspective on cybersecurity as well as digital and technology solutions in industrial sectors. | |
ROBERT S. LUTZ | ||
Age 66 Director since: 2022 INDEPENDENT Committees: ■Audit Key Skills: ■Broad international experience ■M&A/capital markets experience ■Related industry experience ■Finance/accounting/risk management experience | Robert S. Lutz has been with Danaher Corporation, a global science and technology company, since 2002 and has served as its Senior Vice President, Finance since January 2022 in an advisory role to Danaher’s global finance organization. Prior to this role, Mr. Lutz served as Danaher’s Chief Accounting Officer from March 2003 through December 2021. In that role, Mr. Lutz was responsible for Danaher’s internal and external financial reporting as well as Danaher’s maintenance of internal controls. Prior to being named Chief Accounting Officer, Mr. Lutz was Vice President, Audit & Reporting at Danaher from 2002 to March 2003. Prior to joining Danaher, Mr. Lutz held various positions, including partner, for more than 20 years at a large international accounting firm. Qualifications: Mr. Lutz’s responsibility for leading the accounting operations and financial reporting functions of a global, multi-industry publicly-traded company for almost twenty years enables him to bring extensive audit, financial reporting and corporate governance experience to our Board. He also offers a valuable perspective due his deep experience with the Danaher Business System. | |
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SHYAM P. KAMBEYANDA | ||
Age 53 Director since: 2022 INDEPENDENT Committees: ■None Key Skills: ■Senior leadership experience ■Public company board experience ■Broad international experience ■Related industry experience ■Sales/marketing experience ■Innovation experience ■Organizational management experience ■Finance/accounting/risk management experience | Shyam P. Kambeyanda has been President and Chief Executive Officer of ESAB since May 2016 and was Executive Vice President of Enovis from December 2019 until the Separation. As the leader of ESAB, Mr. Kambeyanda has overseen the growth of the fabrication technology business, expanding ESAB’s global operations, improving financial performance and driving EBX throughout the business. Prior to joining Enovis, Mr. Kambeyanda most recently served as the President Americas for Eaton Corporation’s Hydraulics Group. Mr. Kambeyanda joined Eaton in 1995 and held a variety of positions of increasing responsibility in engineering, quality, e- commerce, product strategy, and operations management in the United States, Mexico, Europe and Asia. Mr. Kambeyanda maintains a keen international perspective on driving growth and business development in emerging markets. Mr. Kambeyanda also serves on the board of directors and Audit Committee of Veralto Corporation, a global leader in essential water and product quality solutions that was spun off from Danaher Corporation in October 2023. Qualifications: As our President and Chief Executive Officer, Mr. Kambeyanda has a broad understanding of the Company’s business as well as a deep familiarity with EBX. Mr. Kambeyanda has demonstrated leadership qualities, knowledge of our operations and industry and a long-term strategic perspective. In addition, he has many years of international and domestic industrial experience, including in sales and innovation. | |
RAJIV VINNAKOTA | ||
Age 53 Director since: 2022 INDEPENDENT Committees: ■Nominating and Corporate Governance (Chair) ■Compensation and Human Capital Management Key Skills: ■Senior leadership experience ■Public company board experience ■Human capital management experience ■Innovation experience ■Organizational management experience | Rajiv Vinnakota has served as President of the Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation), a 75 year-old non- profit organization that has played a significant role in shaping higher education, since July 2019. With an expanded mission, Citizens & Scholars is now rebuilding how we develop citizens in our country. From 2015 to September 2018, he was an Executive Vice-President at the Aspen Institute, leading a division focused on youth and engagement. Prior to this role, Mr. Vinnakota was the Co-Founder and Chief Executive Officer of The SEED Foundation, a non-profit educational organization, at which he served from 1997 to 2015. Mr. Vinnakota was the chairman of The SEED Foundation board from 1997 until 2006. Prior to co-founding SEED, Mr. Vinnakota was an associate at Mercer Management Consulting. He was also a trustee of Princeton University from 2004 until 2007 and a member of the Executive Committee of the Princeton University board of directors from 2006 to 2007, and he served as the national chairman of Annual Giving at Princeton from 2007 until 2009. Mr. Vinnakota has served as a director of Enovis since May 2008. Qualifications: Mr. Vinnakota brings to the Board broad leadership experience in areas such as human capital and organizational management. His experience in the non-profit sector also provides him with valuable perspective on important public policy, societal and economic issues relevant to our Company. Mr. Vinnakota’s engagement with leaders across the non-profit landscape (philanthropists, policymakers, practitioners, researchers, and young people ages 14-24) gives him constant understanding of key social issues, ideological debates and educational needs in our society. Mr. Vinnakota’s almost 15 years of service on the Enovis board of directors give him board-level experience on matters such as corporate governance and executive compensation and a deep familiarity of our Company’s history. |
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Name | Audit Committee | Nominating and Corporate Governance Committee | Compensation Committee | |||
Mitchell P. Rales | ||||||
Shyam P. Kambeyanda | ||||||
Patrick W. Allender | ![]() | ![]() | ||||
Melissa Cummings | ![]() | |||||
Christopher M. Hix* | ||||||
Rhonda L. Jordan | ![]() | ![]() | ||||
Robert S. Lutz | ![]() | |||||
Stephanie M. Phillipps | ![]() | |||||
Didier Teirlinck | ![]() | |||||
Rajiv Vinnakota | ![]() | ![]() | ||||
![]() | Chair | |||||
![]() | Member | |||||
* | Mr. Hix is retiring from the Board at the Annual Meeting. |
Audit Committee |
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Nominating and Corporate Governance Committee |
Compensation and Human Capital Management Committee |
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Action and Timeframe | Description | |
Preparation – December | Each director receives draft materials for the annual evaluation of (i) the Board’s performance and (ii) the performance of his or her committee(s). The materials include the Board and committee self-assessment questionnaires. In advance of the assessment, questions are revised and supplemented based on the input received from the Board members and, prior to distribution, the Chair of the Nominating and Corporate Governance Committee leads a final review in the December Board and committee meetings. | |
Assessment – January | Each director is asked to consider a list of questions to assist with the evaluation of the Board and its committees, covering topics such as Board composition, the conduct and effectiveness of meetings, quality of discussions, roles and responsibilities, quality and quantity of information provided, and other opportunities for improvement. | |
Review and Discussion – February | The Board and its committees receive a report summarizing the annual evaluations as well as a year-over-year comparison. The reports are distributed for consideration in advance of and discussed at the February Board meeting. The committee chairs report to the Board on their respective committee evaluations, noting any actionable items. Past evaluations have addressed a wide range of topics such as Board materials, director education and on-boarding, and allocation of meeting times. | |
Actionable Items and Follow-Up – Ongoing | The Board and committees address any actionable items throughout the year, including a mid-year check-in and end of year assessment against the actionable items identified in February. |
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Corporate Governance Guidelines and Pledging |
Policies on Insider Trading, Hedging and Stock Ownership |
Code of Business Conduct |
Where to Find Our Key Governance Policies |
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Policies and Procedures for Related Person Transactions |
Related Person Transactions |
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Name | Fees Earned or Paid in Cash ($) | (1) | Stock Awards ($) | (2) (3) | Option Awards ($) | (4) | Total ($) | ||
Mitchell P. Rales | 1 | — | — | 1 | |||||
Patrick W. Allender | 110,000 | 72,500 | 72,500 | 255,000 | |||||
Melissa Cummings | 90,000 | 72,500 | 72,500 | 235,000 | |||||
Christopher M. Hix | 90,000 | 72,500 | 72,500 | 235,000 | |||||
Rhonda L. Jordan | 105,000 | 72,500 | 72,500 | 250,000 | |||||
Robert S. Lutz | 90,000 | 72,500 | 72,500 | 235,000 | |||||
Stephanie M. Phillipps | 90,000 | 72,500 | 72,500 | 235,000 | |||||
Didier Teirlinck | 90,000 | 72,500 | 72,500 | 235,000 | |||||
Rajiv Vinnakota | 105,000 | 72,500 | 72,500 | 250,000 |
Name | Restricted Stock Units | Stock Options | |
Mitchell P. Rales | — | — | |
Patrick W. Allender | 1,236 | 26,107 | |
Melissa Cummings | 1,236 | 8,601 | |
Christopher M. Hix | 19,381 | 8,601 | |
Rhonda L. Jordan | 1,236 | 24,407 | |
Robert S. Lutz | 1,236 | 8,601 | |
Stephanie M. Phillipps | 1,236 | 8,601 | |
Didier Teirlinck | 1,236 | 22,707 | |
Rajiv Vinnakota | 1,236 | 17,129 |
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Fee Category (fees in thousands) | 2023 | 2022 |
Audit Fees | $4,666 | $4,287 |
Audit-Related Fees | — | — |
Tax Fees | 78 | 192 |
All Other Fees | — | — |
TOTAL | $4,744 | $4,479 |
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The Board unanimously recommends that stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024. |
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Named Executive Officers |
Name | Title |
Shyam P. Kambeyanda | President and Chief Executive Officer |
Kevin J. Johnson | Executive Vice President, Chief Financial Officer |
Olivier Biebuyck | President, Fabrication Technology |
Curtis E. Jewell | Senior Vice President, General Counsel and Corporate Secretary |
Eleanor L. Lukens | President, Americas |
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Our Purpose, Values and Compensation Philosophy |
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Link rewards to performance and foster a team-based approach | Each executive has clear performance expectations and must contribute to our overall success rather than solely to objectives within his or her primary area of responsibility. |
Align the performance responsibilities of executives with the long-term interests of stockholders | Our executive compensation program emphasizes long-term stockholder value creation by using predominantly stock options and PRSUs to deliver long-term compensation incentives that also, together with our minimum stock ownership policy, minimize risk-taking behaviors that could negatively affect long-term results. |
Provide transparency through simplicity of design and practices | We provide three main elements in our compensation program–base salary, annual incentive cash bonuses, and long-term incentives–with an appropriate blend of purposes and incentives linked to easily understood objectives, as |
Fiscal 2023 Pay for Performance Alignment and Compensation Overview |
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2023 Say-On-Pay Vote |
Our Executive Compensation Program |
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Element of Compensation | Purpose/Description | Form/Timing of Payout | ||
Base Salary | Established at a competitive level to attract and retain our executive talent. Provides a base level of compensation that is not at risk to avoid fluctuations in compensation that could distract executives from the performance of their responsibilities. | Paid in cash throughout the year. | ||
ESAB Incentive Plan (“EIP”) | Variable compensation that motivates and rewards our executive officers for achievement of critical annual operational and financial performance goals by the Company and recognizes the executive’s individual performance during the year. | Paid in cash after the year has ended and performance has for further detail. | ||
Long-Term Incentive Plan | Variable compensation that aligns the rewards of executives with the interests of stockholders to encourage actions and long-term prioritization that we believe will increase stockholder value by generating sustained and superior operational and financial performance over an extended period of time. |
84% of CEO compensation “at risk” and aligned with Company and stockholder success |
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2023 | 2024 | 2025 |
72% of compensation for other NEOs “at risk” and aligned with Company and stockholder success |
What we do | What we don’t do | |||
![]() | Pay for performance focus – Our EIP compensation is linked to pre-established financial and operational goals that are intended to drive performance over the annual performance plan period. Options, RSUs and PRSUs are linked with our longer-term performance and stock price, and, for PRSUs, EBITDA improvement and free cash flow conversion improvement, which we believe incentivizes long-term Company success and stockholder value creation. | ![]() | No gross-up payments to cover excise taxes – We do not provide tax gross-ups to our executives in connection with a change in control, severance or other compensation or benefits or executive perquisites other than relocation benefits. | |
![]() | Varying performance metrics under short-term and longer-term incentive plans – In balancing compensation objectives linked to short-term and long- term time horizons, the Company seeks to align compensation with several performance metrics that are critical to achieve sustained growth and stockholder value creation. | ![]() | No pledging or hedging of Company stock – We prohibit our executives and directors from hedging ESAB stock and from entering into new pledge arrangements or derivative agreements using ESAB stock. |
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2023 | 2024 | 2025 |
![]() | Caps on ESAB Incentive Plan payouts – Executive bonus payments are capped under our EIP in part to discourage excessive risk taking. In addition, the Compensation and Human Capital Management Committee retains the discretion to reduce or eliminate compensation under our EIP even if performance goals are attained. | ![]() | No repricing or buyout of underwater stock options – We do not permit the repricing of underwater stock options without the express approval of our stockholders. | |
![]() | "Double-trigger" provisions for change in control – Severance payable in connection with a change in control is only received upon executive’s actual employment termination without cause or resignation for good reason within two years following, or the three months preceding, the change in control. This approach is commonly referred to as “double-trigger.” | ![]() | No excessive change in control payments – No cash severance payable in connection with a change in control in excess of two times salary plus target bonus. | |
![]() | Clawback Policy and Insider Trading Policy – We have a comprehensive compensation clawback policy that is automatically triggered by a restatement of the Company’s financial statements arising from an accounting error or material non-compliance and applies to all of our executive officers, and we enforce a strict insider trading policy and blackout periods for executives and directors. | ![]() | No short-term vesting – We do not award any long- term incentives with a vesting period shorter than one year. | |
![]() | Stock Ownership Policy – We have a robust stock ownership policy to further align the long-term financial interests of Company executives and directors with those of our stockholders. | ![]() | No compensation programs or policies that incentivize excessive risk taking – We annually review the Company’s compensation policies and practices in relation to our risk management practices and any potential risk-taking incentives. Our most recent assessment concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. | |
![]() | Independent Compensation Committee and Consultant – Our Compensation and Human Capital Management Committee is composed solely of independent directors. The compensation consultant to the Compensation and Human Capital Management Committee during 2023, FW Cook (i) is, based on the Compensation and Human Capital Management Committee’s assessment, independent and without any conflicts of interest with the Company or its directors and (ii) has never provided any services to the Company other than the compensation-related services provided to the Compensation and Human Capital details. | ![]() | No defined benefit pension plan – We do not maintain a defined benefit pension plan for any senior executives. |
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Base Salary |
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Named Executive Officer | 2023 Annual Base Salary | 2022 Annual Base Salary (Post- Separation) | % Increase |
Shyam P. Kambeyanda | $1,040,000 | $1,000,000 | 4.0% |
Kevin J. Johnson | $618,800 | $595,000 | 4.0% |
Olivier Biebuyck | $525,000 | $500,000 | 5.0% |
Curtis E. Jewell | $468,000 | $450,000 | 4.0% |
Eleanor L. Lukens (1) | $480,000 | $— | — |
Annual Incentive Plan |
Base Salary | ![]() | |||||
X | ||||||
Target Bonus | Company Bonus before IPF | X | Individual Performance Factor | = | Executive Bonus Payment | |
X | ||||||
Company Financial Factor |
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Measure | Corporate Weighting | Americas Weighting |
Adjusted EBITDA(1) | 50% | 50% |
Net Sales (as adjusted)(2) | 30% | 30% |
Working Capital Turns(3) | 20% | 20% |
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Measure | Weighting | Threshold | Target | Maximum | Achieved | CFF Based on Weighting |
Net Sales (as adjusted) | 30% | $2.31 billion | $2.57 billion | $2.83 billion | $2.62 billion | 36% |
Adjusted EBITDA | 50% | $405 million | $450 million | $495 million | $483 million | 86% |
Working Capital Turns | 20% | 5.0 | 5.6 | 6.1 | 5.6 | 20% |
Weighted aggregate CFF for 2023 | 142% |
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NEO | Base Salary | Target Bonus Percentage | Target Bonus (1) | CFF | Bonus before IPF application | Individual Performance Factor (IPF) | Executive Bonus Payment | ||||
Shyam P. Kambeyanda | $1,040,000 | X | 120% | = | $1,248,000 | X | 142% | $1,774,656 | 120% | = | $2,129,588 |
Kevin J. Johnson | $618,800 | X | 75% | = | $464,100 | X | 142% | $659,950 | 120% | = | $791,942 |
Olivier Biebuyck | $525,000 | X | 75% | = | $393,750 | X | 142% | $559,913 | 115% | = | $643,900 |
Curtis E. Jewell | $468,000 | X | 70% | = | $327,600 | X | 142% | $465,847 | 110% | = | $512,432 |
Eleanor L. Lukens(2) | $480,000 | X | 70% | = | $314,832 | X | 140% | $440,418 | 112% | = | $493,269 |
Long-Term Incentives |
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2024 Proxy Statement |
Annual Grant Recipient | Total Aggregate Value of Grant ($) |
Shyam P. Kambeyanda | $4,350,000 |
Kevin J. Johnson | $1,425,000 |
Olivier Biebuyck | $1,000,000 |
Curtis E. Jewell | $675,000 |
Eleanor L. Lukens | $725,000 |
Additional Compensation Information |
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2024 Proxy Statement |
Leadership Position | Value of Shares |
President and CEO | 6x base salary |
EVP/SVP | 3x base salary |
VP | 1x base salary |
ESAB Peer Group | ||
Altra Industrial Motion Corp. | ITT Inc. | Regal Rexnord Corporation |
Barnes Group Inc. | Hillenbrand, Inc. | Snap-on Incorporated |
Crane Co. | Kennametal Inc. | SPX Technologies, Inc. |
Flowserve Corporation | Lincoln Electric Holdings, Inc. | The Timken Company |
Hubbell Incorporated | Nordson Corporation | Xylem Inc. |
IDEX Corporation | Pentair plc |
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2024 Proxy Statement |
Pay Mix | ■Compensation program includes an appropriate mix of short- and long-term incentives, which mitigate the risk of undue focus on short-term targets while rewarding performance in areas that are key to our long-term success. ■Base salaries are set at competitive levels to promote stability and provide a component of compensation that is not at risk. |
Performance Metrics and Goals | ■Distinct performance metrics are used in both our short-term (EIP) and long-term incentive plans. ■Our EIP is designed with a payout scale (including a maximum cap) that supports our pay-for-performance |
Long-Term Incentives | ■The equity grant portion of our compensation program, combined with our stock ownership guidelines, is designed to align the long-term interests of our executives with those of our stockholders. |
Compliance Risk Mitigation | ■Oversight of our compensation processes and procedures by the Compensation and Human Capital Management Committee, each member of which has been determined by the Board to be independent under applicable SEC rules and NYSE listing standards; ■Internal controls over our financial reporting, which are maintained by management and reviewed as a part of our internal audit process and further reviewed and tested by our external auditors, as overseen by the Audit Committee; and ■Audit Committee oversight and review of financial results and non-GAAP metrics used in certain components of our EIP and long-term incentives. |
Personnel Risk Mitigation | “Standards of Conduct.” |
Risk Mitigation Policies | ■Provisions in the Company’s insider trading policy prohibiting short-term or speculative transactions in the Company’s securities, including hedging transactions that would allow the holder to limit or eliminate the risk of a decrease in the value of the Company’s securities; ■A policy prohibiting pledging of Company shares after the Separation; and ■A clawback policy applicable to all executive officers. |
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2024 Proxy Statement |
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2024 Proxy Statement |
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2024 Proxy Statement |
Compensation and Human Capital Management Committee of the Board of Directors | ||
Rhonda L. Jordan, Chair Stephanie M. Phillipps Rajiv Vinnakota |
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2024 Proxy Statement |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($)(6) | Total ($) | |||||||||
Shyam P. Kambeyanda | 2023 | 1,030,000 | — | 3,379,345 | 1,087,510 | 2,129,588 | — | 279,892 | 7,906,336 | |||||||||
President and Chief Executive Officer | 2022 | 925,000 | — | 5,728,133 | 999,998 | 1,581,825 | — | 273,842 | 9,508,798 | |||||||||
2021 | 681,250 | 130,000 | 2,130,747 | 374,994 | 811,440 | — | 79,368 | 4,207,799 | ||||||||||
Kevin J. Johnson | 2023 | 612,850 | — | 1,107,071 | 356,269 | 791,941 | — | 34,555 | 2,902,686 | |||||||||
Executive Vice President, Chief Financial | 2022 | 541,250 | 380,000 | 1,606,784 | 268,192 | 596,279 | — | 172,124 | 3,564,629 | |||||||||
2021 | 377,564 | — | 149,460 | 133,005 | 400,622 | — | 227,399 | 1,288,050 | ||||||||||
Olivier Biebuyck | 2023 | 522,885 | — | 993,966 | 250,010 | 643,900 | — | 82,527 | 2,493,288 | |||||||||
President, Fabrication Technology | 2022 | 482,500 | 322,500 | 1,082,304 | 143,495 | 496,163 | — | 69,494 | 2,596,456 | |||||||||
2021 | 430,000 | — | 169,131 | 150,501 | 437,697 | — | 37,357 | 1,224,686 | ||||||||||
Curtis E. Jewell | 2023 | 463,500 | — | 524,470 | 168,761 | 512,432 | — | 59,511 | 1,728,674 | |||||||||
Senior Vice President, General Counsel | 2022 | 422,475 | 281,250 | 827,792 | 117,767 | 408,524 | — | 46,191 | 2,103,999 | |||||||||
2021 | 337,425 | — | 111,242 | 99,003 | 246,428 | — | 29,607 | 823,705 | ||||||||||
Eleanor L. Lukens | 2023 | 452,308 | — | 1,266,226 | 181,266 | 493,269 | — | 219,334 | 2,612,403 | |||||||||
President, Americas |
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Name | Company 401(k)/Deferred Compensation Plan Match and Contribution ($)(a) | Financial Services ($)(b) | Aircraft Usage ($)(c) | Long-Term Disability Premiums ($)(d) | Group Term Life Insurance ($)(e) | Executive Physical ($)(f) | Relocation ($)(g) | Total ($) | |||||||
Mr. Kambeyanda | 19,800 | — | 250,000 | 5,255 | 1,094 | 3,744 | — | 279,892 | |||||||
Mr. Johnson | 19,800 | 7,375 | — | 6,511 | 868 | — | — | 34,555 | |||||||
Mr. Biebuyck | 61,143 | 10,000 | — | 7,443 | 729 | 3,211 | — | 82,527 | |||||||
Mr. Jewell | 52,321 | 1,150 | — | 5,383 | 656 | — | — | 59,511 | |||||||
Ms. Lukens | 17,631 | 2,550 | — | 1,516 | 646 | — | 196,991 | 219,334 |
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Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of shares of stock or units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||||||
Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||
Shyam P. Kambeyanda | ESAB Incentive Plan | — | 624,000 | 1,248,000 | 3,120,000 | — | — | — | — | — | — | — | ||||||||||||
PRSUs | 3/8/2023 | — | — | — | 18,370 | 36,740 | 73,480 | — | — | — | 2,252,897 | |||||||||||||
RSUs | 3/8/2023 | — | — | — | — | — | — | 18,370 | — | — | 1,126,448 | |||||||||||||
Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 49,658 | 61.32 | 1,087,510 | |||||||||||||
Kevin J. Johnson | ESAB Incentive Plan | — | 232,050 | 464,100 | 1,160,250 | — | — | — | — | — | — | — | ||||||||||||
PRSUs | 3/8/2023 | — | — | — | 6,018 | 12,036 | 24,072 | — | — | — | 738,048 | |||||||||||||
RSUs | 3/8/2023 | — | — | — | — | — | — | 6,018 | — | — | 369,024 | |||||||||||||
Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 16,268 | 61.32 | 356,269 | |||||||||||||
Olivier Biebuyck | ESAB Incentive Plan | — | 196,875 | 393,750 | 984,375 | — | — | — | — | — | — | — | ||||||||||||
PRSUs | 3/8/2023 | — | — | — | 4,223 | 8,446 | 16,892 | — | — | — | 517,909 | |||||||||||||
RSUs | 2/1/2023 | — | — | — | — | — | — | 3,696 | — | — | 217,103 | |||||||||||||
RSUs | 3/8/2023 | — | — | — | — | — | — | 4,223 | — | — | 258,954 | |||||||||||||
Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 11,416 | 61.32 | 250,010 | |||||||||||||
Curtis E. Jewell | ESAB Incentive Plan | — | 163,800 | 327,600 | 819,000 | — | — | — | — | — | — | — | ||||||||||||
PRSUs | 3/8/2023 | — | — | — | 2,851 | 5,702 | 11,404 | — | — | — | 349,647 | |||||||||||||
RSUs | 3/8/2023 | — | — | — | — | — | — | 2,851 | — | — | 174,823 | |||||||||||||
Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 7,706 | 61.32 | 168,761 | |||||||||||||
Eleanor L. Lukens | ESAB Incentive Plan | — | 168,000 | 336,000 | 840,000 | — | — | — | — | — | — | — | ||||||||||||
PRSUs | 3/8/2023 | — | — | — | 3,062 | 6,124 | 12,248 | — | — | — | 375,524 | |||||||||||||
RSUs | 1/23/2023 | — | — | — | — | — | — | 12,716 | — | — | 702,940 | |||||||||||||
RSUs | 3/8/2023 | — | — | — | — | — | — | 3,062 | — | — | 187,762 | |||||||||||||
Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 8,277 | 61.32 | 181,266 |
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Option Awards | Stock Awards | |||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | ||||||||
Shyam P. Kambeyanda | — | 49,658 | 61.32 | 3/7/2030 | — | — | — | — | ||||||||
6,384 | 12,769 | 51.96 | 2/16/2029 | — | — | — | — | |||||||||
12,356 | 24,714 | 47.34 | 5/11/2029 | — | — | — | — | |||||||||
12,360 | 6,179 | 55.96 | 2/21/2028 | — | — | — | — | |||||||||
24,888 | — | 46.94 | 2/23/2027 | — | — | — | — | |||||||||
59,404 | — | 33.49 | 2/24/2026 | — | — | — | — | |||||||||
46,562 | — | 41.63 | 3/7/2025 | — | — | — | — | |||||||||
— | — | — | — | 86,371 | 7,481,456 | — | — | |||||||||
— | — | — | — | — | — | 91,578 | 7,932,486 | |||||||||
Kevin J. Johnson | — | 16,268 | 61.32 | 3/7/2030 | — | — | — | — | ||||||||
4,384 | 2,191 | 55.96 | 2/21/2028 | — | — | — | — | |||||||||
5,302 | 10,605 | 47.34 | 5/11/2029 | — | — | — | — | |||||||||
7,300 | — | 46.94 | 2/23/2027 | — | — | — | — | |||||||||
9,139 | — | 33.49 | 2/24/2026 | — | — | — | — | |||||||||
5,044 | — | 41.63 | 3/7/2025 | — | — | — | — | |||||||||
— | — | — | — | 24,790 | 2,147,310 | — | — | |||||||||
— | — | — | — | — | — | 22,894 | 1,983,078 | |||||||||
Olivier Biebuyck | — | 11,416 | 61.32 | 3/7/2030 | — | — | — | — | ||||||||
2,837 | 5,674 | 47.34 | 5/11/2029 | — | — | — | — | |||||||||
4,961 | 2,479 | 55.96 | 2/21/2028 | — | — | — | — | |||||||||
8,826 | — | 46.94 | 2/23/2027 | — | — | — | — | |||||||||
— | — | — | — | 21,820 | 1,890,048 | — | — | |||||||||
— | — | — | — | — | — | 14,256 | 1,234,855 | |||||||||
Curtis E. Jewell | — | 7,706 | 61.32 | 3/7/2030 | — | — | — | — | ||||||||
2,328 | 4,657 | 47.34 | 5/11/2029 | — | — | — | — | |||||||||
3,263 | 1,631 | 55.96 | 2/21/2028 | — | — | — | — | |||||||||
6,570 | — | 46.94 | 2/23/2027 | — | — | — | — | |||||||||
3,960 | — | 33.49 | 2/24/2026 | — | — | — | — | |||||||||
5,044 | — | 41.63 | 3/7/2025 | — | — | — | — | |||||||||
— | — | — | — | 13,193 | 1,142,778 | — | — | |||||||||
— | — | — | — | — | — | 10,470 | 906,911 | |||||||||
Eleanor L. Lukens | — | 8,277 | 61.32 | 3/7/2030 | — | — | — | — | ||||||||
— | — | — | — | 15,778 | 1,366,690 | — | — | |||||||||
— | — | — | — | — | — | 6,124 | 530,461 |
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Option Grant Date | Option Expiration Date | Option Full Vesting Date (options vest over three year period except as noted above) |
3/8/2023 | 3/7/2030 | 3/8/2026 |
5/12/2022 | 5/11/2029 | 5/12/2025 |
4/5/2022 | 2/16/2029 | 2/17/2025 |
4/5/2022 | 2/21/2028 | 2/22/2024 |
4/5/2022 | 2/23/2027 | 2/24/2023 |
4/5/2022 | 2/24/2026 | 4/5/2022 |
4/5/2022 | 3/7/2025 | 4/5/2022 |
4/5/2022 | 2/12/2024 | 4/5/2022 |
4/5/2022 | 2/14/2023 | 4/5/2022 |
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Option Exercises and Stock Vested |
Option Awards | Stock Awards | ||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||
Shyam P. Kambeyanda | 6,702 | 1,060,475 | 25,043 | 3,140,789 | |||
Kevin J. Johnson | 1,238 | 130,427 | 3,828 | 366,442 | |||
Olivier Biebuyck | 2,085 | 300,855 | 3,010 | 345,953 | |||
Curtis E. Jewell | — | — | 2,144 | 249,570 | |||
Eleanor L. Lukens | — | — | — | — |
Nonqualified Deferred Compensation |
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Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | ||||
Shyam P. Kambeyanda | — | — | 18,699 | — | 561,840 | ||||
Kevin J. Johnson | — | — | 35,401 | — | 1,370,145 | ||||
Olivier Biebuyck | 64,414 | 41,343 | 14,882 | — | 593,163 | ||||
Curtis E. Jewell | 31,419 | 32,521 | 3,789 | — | 201,250 | ||||
Eleanor L. Lukens | 4,892 | 7,339 | 385 | — | 13,130 |
Potential Payments Upon Termination or Change in Control |
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Executive | Shyam P. Kambeyanda | Kevin J. Johnson | Olivier Biebuyck | Curtis E. Jewell | Eleanor L. Lukens | ||||
Employment Agreement/Severance Plan Benefits: | |||||||||
Termination without “cause” or “good reason” | |||||||||
Payment Over 24 Months/Lump Sum Payment(1) | 4,576,000 | 618,800 | 525,000 | 468,000 | 480,000 | ||||
Pro Rata Incentive Compensation(2) | 1,248,000 | 464,100 | 393,750 | 327,600 | 336,000 | ||||
Termination in connection with a “change of control” | |||||||||
Lump Sum Payment | 4,576,000 | 2,165,800 | 1,837,500 | 1,591,200 | 1,632,000 | ||||
Accelerated Stock Options(3) | — | — | — | — | — | ||||
Accelerated PRSUs(2)(4) | 7,932,486 | 1,983,078 | 272,605 | 223,715 | — | ||||
Accelerated RSUs(5) | 7,481,456 | 2,147,310 | 1,234,855 | 906,911 | 530,461 | ||||
ESAB NQDC Plan(6) | 561,840 | 1,370,145 | 1,890,048 | 1,142,778 | 1,366,690 |
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2024 Proxy Statement |
Based on this information, for 2023 the ratio of the annual total compensation of Mr. Kambeyanda, our Chief Executive Officer, to the annual total compensation of our median compensated employee was 191.5 to one. |
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Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually Paid to PEO ($)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income ($)(7) (h) | Adjusted EBITDA Percentage (8) (i) | |
Total Shareholder Return ($)(5) (f) | Peer Group Total Shareholder Return ($)(6) (g) | |||||||
2023 | ||||||||
2022 |
Compensation Actually Paid to PEO | 2023 | 2022 |
Summary Compensation Table Total | $ | $ |
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | ||
Less, Change in Pension Value reported in Summary Compensation Table | ||
Plus, year-end fair value of outstanding and unvested equity awards granted in the year | ||
Plus, fair value as of vesting date of equity awards granted and vested in the year | ||
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | ||
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | ||
Plus, value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | ||
Less, prior year-end fair value for any equity awards forfeited in the year | ||
Plus, pension service cost for services rendered during the year | ||
Compensation Actually Paid to Shyam P. Kambeyanda | $ | $ |
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2024 Proxy Statement |
Average Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 |
Average Summary Compensation Table Total | $ | $ |
Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | ||
Less, average Change in Pension Value reported in Summary Compensation Table | ||
Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | ||
Plus, average fair value as of vesting date of equity awards granted and vested in the year | ||
Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | ||
Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | ( | |
Plus, value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | ||
Less, prior year-end fair value for any equity awards forfeited in the year | ||
Plus, average pension service cost for services rendered during the year | ||
Average Compensation Actually Paid to Non-PEO NEOs | $ | $ |
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2024 Proxy Statement |
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants, and rights (a) | Weighted-average exercise price of outstanding options, warrants, and rights (b)(1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | ||
Equity compensation plans approved by Company stockholders | 1,416,935 | $69.69 | 3,800,931 | ||
Stock options | 615,397 | $69.69 | — | ||
Restricted stock units | 413,216 | — | — | ||
Performance-based restricted stock units | 388,322 | (2) | — | — | |
Equity compensation plans not approved by Company stockholders | — | — | — | ||
Total | 1,416,935 | $69.69 | 3,800,931 |
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2024 Proxy Statement |
The Board unanimously recommends that you vote “FOR” Proposal 3, which is the advisory approval of ESAB’s named executive officer compensation as disclosed in this Proxy Statement. We strongly urge stockholders to review our entire Compensation Discussion and Analysis and the accompanying tables, which provides complete information on the compensation awarded to the named executive officers and the reasoning supporting those awards. |
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Name and address of Beneficial Owners | Amount and Nature of Beneficial Ownership | Percentage of Outstanding Shares | |
5% Beneficial Owners | |||
T. Rowe Price Investment Management, Inc.(1) | 8,419,854 | 13.9% | |
T. Rowe Price Associates, Inc.(2) | 6,242,773 | 10.3% | |
The Vanguard Group(3) | 5,558,383 | 9.2% | |
BlackRock, Inc.(4) | 4,764,151 | 7.9% | |
5% Beneficial Owner and Director | |||
Mitchell P. Rales(5) | 3,609,484 | 6.0% | |
Directors and Named Executive Officers | |||
Shyam P. Kambeyanda(6) | 275,590 | * | |
Kevin J. Johnson(6) | 56,753 | * | |
Olivier Biebuyck(6) | 34,271 | * | |
Curtis E. Jewell(6)(7) | 34,160 | * | |
Eleanor L. Lukens(6) | 6,218 | * | |
Patrick W. Allender(6)(8) | 105,977 | * | |
Melissa Cummings(9) | 11,458 | * | |
Christopher M. Hix(9) | 48,283 | * | |
Rhonda L. Jordan(9)(10) | 33,743 | * | |
Robert S. Lutz(9) | 14,420 | * | |
Stephanie M. Phillipps(9) | 12,941 | * | |
Didier Teirlinck(9) | 24,119 | * | |
Rajiv Vinnakota(9) | 23,444 | * | |
All Directors and Executive Officers as a Group (16 persons)(6)(9) | 4,319,605 | 7.2% |
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Year Ended December 31, 2023 | |
Adjusted Net Income | (Dollars in millions)(1) |
Net income from continuing operations | $223.4 |
Less: Income attributable to noncontrolling interest, net of taxes | 5.7 |
Net income from continuing operations attributable to ESAB Corporation (GAAP) | $217.7 |
Restructuring and other related charges – pretax(2) | 24.1 |
Acquisition - amortization and other related charges – pretax(3) | 36.9 |
Tax effect on the above items(4) | (14.7) |
Discrete tax adjustments(5) | 20.8 |
Adjusted net income from continuing operations (non-GAAP) | $284.8 |
Adjusted net income from continuing operations attributable to Russia (non- GAAP)(6) | $12.9 |
Core adjusted net income from continuing operations (non-GAAP) | $271.8 |
Adjusted Net Income Per Share | |
Net income per share - diluted from continuing operations (GAAP) | $3.56 |
Restructuring and other related charges – pretax(2) | 0.40 |
Acquisition - amortization and other related charges – pretax(3) | 0.61 |
Tax effect on the above items(4) | (0.24) |
Discrete tax adjustments(5) | 0.34 |
Adjusted net income per share - diluted from continuing operations (non-GAAP) | $4.67 |
Adjusted net income per share - diluted from continuing operations attributable to Russia (non-GAAP)(6) | 0.21 |
Core adjusted net income per share - diluted from continuing operations (non-GAAP) | $4.46 |
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Year Ended December 31, 2023 | |
(Dollars in millions)(1) | |
Net income from continuing operations (GAAP) | $223.4 |
Income tax expense | 95.7 |
Interest expense (income) and other, net | 85.1 |
Operating income (GAAP) | $404.2 |
Adjusted to add: | |
Restructuring and other related charges(2) | $24.1 |
Acquisition - amortization and other related charges(3) | 36.9 |
Depreciation and other amortization | 36.0 |
Adjusted EBITDA (non-GAAP) | $501.1 |
Adjusted EBITDA attributable to Russia (non-GAAP)(4) | 18.4 |
Core adjusted EBITDA (non-GAAP) | $482.7 |
Adjusted EBITDA margin (non-GAAP) | 18.1% |
Core sales (non-GAAP)(5) | $2,620.9 |
Core adjusted EBITDA margin (non-GAAP) | 18.4% |
Year Ended December 31, 2023 | |
Net cash provided by operating activities (GAAP) | $330.5 |
Purchases of property, plant and equipment (GAAP) | (48.2) |
Proceeds from the sale of certain properties(1) | 2.8 |
Payments related to the Separation(2) | 4.4 |
Payments related to discontinued operations | 15.0 |
Adjusted free cash flow (non-GAAP) | $304.5 |
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