SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced by Enovis Corporation (the “Company”) on June 30, 2022, (i) Christopher M. Hix retired from his position as the Company’s Executive Vice President and Chief Financial Officer and ceased to serve as the Company’s principal financial officer on December 31, 2022, and (ii) the Company’s board of directors appointed Phillip Benjamin (Ben) Berry as the Company’s new Chief Financial Officer and principal financial officer, effective as of January 1, 2023.
Hix Retirement Transition Agreement
In consideration of the important services that Mr. Hix will provide to the Company until he retires from the Company at the end of 2023, the Company and Mr. Hix have entered into a retirement transition agreement dated December 31, 2022 (the “Agreement”) that sets forth the terms of Mr. Hix’s continued employment with the Company in a non-executive role from January 1, 2023 through December 31, 2023 (the “Transition Period”). During the Transition Period, Mr. Hix will receive an annual base salary of $300,000 and will remain eligible to participate in the Company benefit plans in which he currently participates.
The foregoing description of the Agreement set forth above is qualified in its entirety by reference to the text of the Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Berry Promotional Offer Letter
In consideration of Mr. Berry’s appointment as Chief Financial Officer, on December 31, 2022 the Company entered into an offer letter with Mr. Berry (the “Offer Letter”) setting forth the terms of his new employment and compensation. Pursuant to the Offer Letter, Mr. Berry’s base salary will be $500,000 and he will be eligible to participate in the Company’s management incentive compensation plan with an annual target bonus opportunity of 75% of his base salary. Mr. Berry will also be eligible for an annual equity grant in February 2023 with an aggregate target value of $1,200,000, comprised of a mix of performance-based restricted stock units, options and restricted stock units. Mr. Berry’s equity awards will be subject to the terms and conditions of the Company’s 2020 Omnibus Incentive Plan.
Mr. Berry will also enter into the Company’s standard form of indemnification agreement for officers and directors and the Company’s form of Change in Control Agreement, forms of which have been included as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The foregoing description of Mr. Berry’s compensation arrangements is qualified in its entirety by reference to the Offer Letter, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 3, 2023
|Name:||Bradley J. Tandy|
|Title:||Senior Vice President and|