NVST DEF 14A Report ended May 27, 2020

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•	Our Chairman and CEO positions are separate, with an independent Chairman.

•	Independent directors meet regularly without management.

•	Recommendation to the stockholders pursuant to Proposal 4 to hold a say-on-pay advisory vote every year .

•	We have robust stock ownership requirements for our directors and executive officers.

•	Director orientation and continuing education programs for directors.

•	We have no stockholder rights plan.

•	Our corporate governance guidelines limit the number of boards of other public companies on which our directors may serve to four.

•	We maintain a related person transaction policy with oversight by the Nominating and Governance Committee.

•	Two members of the Audit Committee are audit committee financial experts.

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1.	Elect Mr. Kieran T. Gallahue to serve as a Class I Director, for a three-year term expiring at the 2023 annual meeting of stockholders and until his successor is elected and qualified;

2.	Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020;

3.	Approve on an advisory basis our named executive officer compensation;

4.	Hold an advisory vote relating to the frequency of future shareholder advisory votes on our named executive officer compensation; and

5.	Consider and act upon such other business as may properly come before the meeting or any adjournment thereof.

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•	FOR the election of Mr. Gallahue to serve as Class I director;

•	FOR ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020;

•	FOR approval of our named executive officer compensation;

•	In favor of holding future advisory votes on our named executive officer compensation EVERY ONE YEAR ; and

•	In the discretion of the proxy holders on any other matter that properly comes before the meeting or any adjournment thereof. The Board has selected Amir Aghdaei and Mark Nance to act as proxies with full power of substitution.

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With respect to Proposal 1 , the election of director, you may vote “for” or “withhold” authority to vote for the Class I director nominee. In elections of directors, a nominee is elected by a plurality of the votes cast by the shares entitled to vote, provided that a quorum is present. A “plurality of the votes cast” means that the individuals with the highest number of votes are elected as directors up to the maximum number of directors to be elected.

•	With respect to Proposals 2-3 , the affirmative vote of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal is required for approval. For these proposals, abstentions are counted for purposes of determining the minimum number of affirmative votes required for approval and, accordingly, have the effect of a vote against the proposal.

•	With respect to Proposal 4 , you may vote for a frequency of “every one year,” “every two years” or “every three years” or you may abstain. The frequency option receiving the most affirmative votes cast in this advisory vote will be considered the frequency recommended by our stockholders. As such, abstentions will have no effect on the outcome of the vote.

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(1)

Balances credited to each executive officer’s account under the Envista Executive Deferred Incentive Plan (the “EDIP”) which are vested or are scheduled to vest within 60 days of April 6, 2020, are included in the table. See “Employee Benefit Plans—Supplemental Retirement Program” for a description of our EDIP. The incremental number of notional phantom shares of Common Stock credited to a person’s EDIP account is based on the incremental amount of contribution to the person’s EDIP balance divided by the closing price of Common Stock as reported on the NYSE on the date of the contribution. In addition, for purposes of the table, the number of shares attributable to each executive officer’s 401(k) Plan account is equal to (a) the officer’s balance, as of April 6, 2020, in the Envista stock fund included in the executive officer’s 401(k) Plan account (the “401(k) Envista Stock Fund”), divided by (b) the closing price of Common Stock as reported on the NYSE on April 6, 2020. The 401(k) Envista Stock Fund consists of a unitized pool of Common Stock and cash. The table also includes shares that may be acquired upon exercise of options that are exercisable within 60 days of April 6, 2020 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of April 6, 2020.

(2)	Includes 21,133 shares of Common Stock held by Mr. Aghdaei, 10,000 shares acquired through our directed share program in connection with the IPO, options to acquire 250,021 shares, 43,614 RSUs that vested on February 24, 2020 but are not available to Mr. Aghdaei until February 24, 2022, and 59,866 shares attributable to Mr. Aghdaei’s EDIP account.

(3)	Includes 12,518 shares of Common Stock held by Mr. Bludworth, 5,000 shares acquired through our directed share program in connection with the IPO, options to acquire 52,671 shares, 12,406 shares attributable to Mr. Bludworth’s EDIP account, and 586 shares attributable to Mr. Bludworth’s Deferred Compensation Plan (the “DCP”) account.

(4)	These refer to RSUs granted to a non-employee director which vest within 60 days of April 6, 2020. The underlying shares will be delivered at the earlier of the director’s death or the first day of the seventh month following the director’s resignation from the Board.

(5)	Includes 10,008 shares of Common Stock held by Mr. Eriksson, 5,000 shares acquired through our directed share program in connection with the IPO, options to acquire 63,277 shares, and 21,893 shares attributable to Mr. Eriksson’s EDIP account.

(6)	Includes 20,057 shares of Common Stock held by Mr. Geiselhöringer, and options to acquire 210,637 shares

(7)	Includes 5,190 shares of Common Stock held by Mr. Yu, 2,000 shares acquired through our directed share program in connection with the IPO, and options to acquire 42,691 shares.

(8)	Includes 78,991 shares of Common Stock, 28,000 shares acquired through our directed share program in connection with the IPO, options to acquire 692,825 shares, 74,708 RSUs that are vested or will vest within 60 days of April 6, 2020, 1,126 options that will vest within 60 days of April 6, 2020, 99,254 shares attributable to EDIP accounts, and 645 shares attributable to DCP accounts.

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(1)

The amount shown and the following information is derived from a Schedule 13G filed January 10, 2020 by T. Rowe Price Associates, Inc. (“Price Associates”) and T. Rowe Price Capital Appreciation Fund, Inc. (the “Fund”), which sets forth Price Associates’ and the Fund’s beneficial ownership as of December 31, 2019. According to the Schedule 13G, Price Associates has sole voting power over 6,595,089 shares and sole dispositive power over 24,395,263 shares. The Fund has sole voting power over 7,962,671 shares. Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. With respect to securities owned by the Fund, only the custodian of the Fund has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of the Fund participate proportionately in any dividends and distributions so paid.

(2)	The amount shown and the following information is derived from a Schedule 13G filed February 7, 2020 by BlackRock, Inc., which sets forth its beneficial ownership as of December 31, 2019. According to the Schedule 13G, BlackRock Inc. has sole voting power over 8,106,212 shares and sole dispositive power over 8,579,377 shares.

(3)

The amount shown and the following information is derived from a Schedule 13G filed February 11, 2020 by The Vanguard Group, which sets forth its beneficial ownership as of December 31, 2019. According to the Schedule 13G, The Vanguard Group has sole voting power over 78,249 shares, shared voting power over 22,320 shares, sole dispositive power over 9,665,891 shares and shared dispositive power over 85,397 shares.

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•	Class I : Kieran T. Gallahue, whose term expires at the Annual Meeting;

•	Class II : Wendy Carruthers, Scott Huennekens, and Christine Tsingos, whose terms expire at the 2021 Annual Meeting of Stockholders; and

•	Class III : Amir Aghdaei, Daniel A. Raskas, and Vivek Jain, whose terms expire at the 2022 Annual Meeting of Stockholders.

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•	Our Chairman and CEO positions are separate, with an independent Chairman.

•	Independent directors meet regularly without management.

•	Recommendation to the stockholders pursuant to Proposal 4 to hold a say-on-pay advisory vote every year .

•	We have robust stock ownership requirements for our directors and executive officers.

•	Director orientation and continuing education programs for directors.

•	We have no stockholder rights plan.

•	Our corporate governance guidelines limit the number of boards of other public companies on which our directors may serve to four.

•	We maintain a related person transaction policy with oversight by the Nominating and Governance Committee.

•	Two members of the Audit Committee are audit committee financial experts.

•	Calling and presiding at all meetings of the Board;

•	Together with the CEO and the Corporate Secretary, setting the agenda for the Board;

•	Calling and presiding at the executive sessions of non-management directors and of the independent directors;

•	Advising the CEO on strategic aspects of the Company’s business, including developments and decisions that are to be discussed with, or would be of interest to, the Board;

•	Acting as a liaison as necessary between the non-management directors and the management of the Company; and

•	Acting as a liaison as necessary between the Board and the Committees of the Board.

•	Preside at all meetings of the Board at which the Chairman is not present, including the executive sessions;

•	Call meetings of the independent directors;

•	Act as a liaison as necessary between the independent directors and the CEO; and

•	Advise with respect to the Board’s agenda.

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•	the quality and integrity of our financial statements;

•	the effectiveness of our internal control over financial reporting;

•	the qualifications, independence and performance of our independent auditors;

•	the performance of our internal audit function and independent auditors;

•	our compliance with legal and regulatory requirements; and

•	the risks described above under “Board Leadership Structure and Risk Oversight.”

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•	reviews and discusses with management the Compensation Discussion and Analysis (“CD&A”) and recommends to the Board the inclusion of the CD&A in the annual meeting proxy statement;

•	reviews and makes recommendations to the Board with respect to the adoption, amendment and termination of all executive incentive compensation plans and all equity compensation plans, and exercises all authority of the Board (and all responsibilities assigned by such plans to the Committee) with respect to the oversight and administration of such plans;

•	reviews and considers the results of stockholder advisory votes on our executive compensation, and makes recommendations to the Board regarding the frequency of such advisory votes;

•	monitors compliance by directors and executive officers with our stock ownership requirements;

•	assists the Board in overseeing the risks described above under “Board Leadership Structure and Risk Oversight”;

•	prepares the report of the Compensation Committee required by the SEC to be included in the annual meeting proxy statement; and

•	considers factors relating to independence and conflicts of interests in connection with the compensation consultants that provide advice to the Committee.

•	provides background regarding the interrelationship between our business objectives and executive compensation matters and advises on the alignment of incentive plan performance measures with our overall strategy;

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participates in the Committee’s discussions regarding the performance and compensation of the other executive officers and provides recommendations to the Committee regarding all significant elements of compensation paid to such officers, their annual, personal performance objectives and his evaluation of their performance (the Committee gives considerable weight to our CEO’s evaluation of and recommendations with respect to the other executive officers because of his direct knowledge of each such officer’s performance and contributions); and

•	provides feedback regarding the companies that he believes we compete with in the marketplace and for executive talent.

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•	assists the Board in identifying individuals qualified to become Board members, and makes recommendations to the Board regarding all nominees for Board membership;

•	makes recommendations to the Board regarding the size and composition of the Board and its committees;

•	makes recommendations to the Board regarding matters of corporate governance and oversees the operation of our Corporate Governance Guidelines and Related Person Transactions Policy;

•	develops and oversees the annual self-assessment process for the Board and its committees;

•	assists the Board in CEO succession planning;

•	assists the Board in overseeing the risks described above under “Board Leadership Structure and Risk Oversight”;

•	reviews and makes recommendations to the Board regarding non-management director compensation; and

•	oversees the orientation process for newly elected members of the Board and continuing director education.

•	Personal and professional integrity and character;

•	Prominence and reputation in the candidate’s profession;

•	Skills, knowledge and expertise (including business or other relevant experience) useful and appropriate to the effective oversight of our business;

•	The extent to which the interplay of the candidate’s skills, knowledge, experience and background with that of the other Board members will help build a Board that is effective in collectively meeting our strategic needs and serving the long-term interests of our stockholders;

•	The capacity and desire to represent the interests of the stockholders as a whole; and

•	Availability to devote sufficient time to our affairs.

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•	Independence;

•	Diversity;

•	Global experience and international exposure, especially with respect to key growth areas;

•	Technology experience, including software and cybersecurity;

•	Mergers and acquisition experience;

•	Competitive strategy and marketing experience;

•	Leadership, including operating experience as CEO or COO;

•	Financial literacy or public accounting experience;

•	Public company board experience; and

•	Capital markets and corporate finance experience.

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•	compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of responsibilities;

•	a significant portion of the total compensation should be paid in stock-based awards to align directors’ interests with the long-term interests of our stockholders; and

•	the structure of the compensation program should be simple and transparent.

•	An annual cash retainer of $100,000, paid in four, equal installments following each quarter of service;

•	If a director attends more than twenty (20) Board and Board committee meetings in aggregate during a calendar year, a cash meeting fee of $2,000 for each Board and committee meeting attended during such year in excess of such threshold, paid in aggregate following completion of such year;

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An annual equity award of restricted stock units (“RSUs”), with a target award value of $175,000, vesting on the date of, and immediately prior to, the next annual meeting of stockholders following the date of grant, prorated for the first year of service on the Board, with the underlying shares not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board (or in each case the next business day thereafter if such date is not a business day); and

•	Reimbursement for out-of-pocket expenses, including travel expenses, related to the director’s service on the Board.

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(1)

The amounts reflected in these columns represent the aggregate grant date fair value of the applicable award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. With respect to stock awards, the grant date fair value under FASB ASC Topic 718 is calculated based on the number of shares of Common Stock underlying the award, times the closing price of a share of our common stock on the date of grant.

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(3)	Mr. Daniel resigned from the Board on April 2, 2020.

(4)	Prior to the Split-Off, Messrs. Daniel and Raskas were not eligible to receive director compensation from Envista. Each of Messrs. Daniel and Raskas received a cash payment for his service as a director from the time of the IPO to the completion of the Split-Off directly from Danaher. This cash payment was based on an annual rate of $275,000 and was pro-rated based on the number of months served.

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(1)	Audit Fees consist of fees for the audit of annual financial statements, reviews of quarterly financial statements, statutory audits, consents, review of documents filed with the SEC and other services normally provided by the auditor in connection with statutory and regulatory filings or engagements.

(2)	Audit-Related Fees consist of fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees” above, including employee benefit plan audits and consultations concerning financial accounting and reporting standards.

(3)

Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, assistance with tax reporting requirements and audit compliance, mergers and acquisitions tax diligence, and tax advice on international, federal and state tax matters. None of these services were provided under contingent fee arrangements. Tax compliance fees were $120,838 in fiscal 2019. All other tax fees were $12,525.

(4)	All Other Fees consist of fees for products and services provided by Ernst & Young LLP, other than the services reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees” above. There were no fees in this category for 2019.

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•	attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with our complexity and global footprint;

•	motivate executives to perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and

•	link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term stockholder value.

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•	provide advice and data in connection with our executive and equity compensation program structure, and the compensation levels for our executive officers compared to our peers;

•	assess our executive compensation programs in the context of corporate governance best practices; and

•	assist in the preparation of our executive compensation public disclosures.

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•	the relative complexity and importance of the officer’s position as well as the officer’s performance and potential to contribute to future Danaher and Envista performance;

•	the risk/reward ratio of the award amount compared to the length of the related vesting and holding provisions; and

•	the amount of equity compensation necessary to provide retention incentives to ensure continuity of management for a period of time after the Separation.

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•	Stock options reward recipients only if the Company’s stock price appreciates while RSUs are more likely to support talent retention objectives while offering more modest upside potential;

•	The February 24, 2019 award to NEOs other than the CEO vests ratably over five years while the award to the CEO vests one-third after three years, one third after four years and one-third after five years; and

•	These vesting periods are longer than most companies in both the Danaher and the Envista peer group and are intended to align the interests of executives with those of stockholders over the long term.

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(1)

All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S. dollars. Certain amounts payable to Mr. Aghdaei in 2017 were denominated in euros and amounts paid to Mr. Yu in 2018 and to Mr. Geiselhöringer in 2018 and 2019 were denominated in Swiss francs. The exchange rate used for the purpose of the Summary Compensation Table, and in supporting tables that follow was (i) 1.1999, the euro to U.S. dollar Conversion Rate as of December 31, 2017, (ii) 1.0163, the Swiss franc to U.S. dollar Conversion Rate as of December 31, 2018 and (iii) 1.0335, the Swiss franc to U.S. dollar Conversion Rate as of December 31, 2019.

(2)	Includes the following amounts deferred into the Executive Deferred Incentive Program and Deferred Compensation Plan. See “Employee Benefit Plans—Supplemental Retirement Program” for a description of our deferred compensation arrangements and the transfer from the Danaher plans to their Envista equivalents:

(3)	Messrs. Yu’s and Bludworth’s 2019 bonuses are discussed in “Compensation Discussion and Analysis—Analysis of 2019 Executive Compensation—Annual Incentive Awards—Additional 2019 Cash Bonus.”

(4)

These amounts represent the aggregate grant date fair value of all equity awards made in the applicable year by Danaher prior to the Separation and by us on or after the Separation, computed in accordance with ASC Topic 718. As such, they do not correspond to the actual economic value that may be received by our named executive officers from these awards. The “Stock Awards” column equals the aggregate grant date fair value of all RSUs granted during the relevant year, calculated as the number of RSUs multiplied by the closing price of the common stock on the date of grant. With respect to stock option grants shown in the “Options Awards” column, the grant date fair value has been calculated using the Black-Scholes option pricing model. The “Option Awards” value for 2019 equals the aggregate grant date fair value of all Stock Options granted during 2019 as well as the aggregate incremental change resulting from the remeasurement of converted Danaher options as of December 18, 2019. The conversion of Danaher equity-based awards in connection with the Split-Off is described under “Compensation Discussion and Analysis—Analysis of 2019 Executive Compensation—Long-Term Incentive Compensation—Treatment of Equity-Based Compensation Awards Upon the Split-Off.” Pursuant to Securities and Exchange Commission rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 14 to the Consolidated and Combined Financial Statements for the fiscal year 2019.

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(5)	The amount of the non-equity incentive plan compensation earned by Mr. Eriksson also includes $175,000 earned under the Innovation Plan. For additional information on the Innovation Plan, please see “Compensation Discussion and Analysis—Analysis of 2019 Executive Compensation—Annual Incentive Awards—2017-2019 Innovation Bonus.”

(6)	The following table sets out the 401(k) and EDIP contributions made to our NEOs’ accounts for 2019, which are included in “All Other Compensation.” EDIP contributions are in Company stock and are converted to notional phantom shares by dividing the relevant closing price of the Company’s stock:

(7)

Includes $175,356 relating to temporary housing costs (including tax reimbursements) and $268,438 relating to tax equalization. The latter reflects $1,923,519 in German income tax payments made on Mr. Aghdaei’s behalf less $1,655,081 in estimated tax repayments owed to the Company resulting from associated foreign tax credits.  The amount of the offset is an estimate based on currently available information and is subject to change based on the final U.S. tax return filed by the executive.

(8)	Includes $124,018 relating to a contractual housing allowance and $21,703 relating to an executive allowance paid to all of the Company’s Switzerland-based executives.

(9)	Includes $103,811 relating to temporary housing costs (including tax reimbursements).

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(1)	These columns relate to 2019 cash award opportunities under the Company’s annual incentive program.

(2)	These columns relate to awards granted under, or converted into awards under, the 2019 Plan.

(3)	No amount will be paid out with respect to any annual bonus opportunity if performance is below threshold.

(4)

These option grants do not constitute new awards made in 2019. Rather, they represent the aggregate incremental change in value resulting from the remeasurement of Danaher option awards made prior to 2019 as a result of the conversion that was completed on December 18, 2019. The conversion of Danaher equity-based awards in connection with the Split-Off is described under “Compensation Discussion and Analysis—Analysis of 2019 Executive Compensation—Long-Term Incentive Compensation—Treatment of Equity-Based Compensation Awards Upon the Split-Off.”

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(1)	Market value is calculated based on the closing price of our common stock on December 31, 2019, the last trading day of the year, as reported on the NYSE ($29.64 per share), times the number of unvested shares.

(2)	50% of the options granted become exercisable on each of the fourth and fifth anniversaries of the grant date.

(3)	One-third of the options granted become exercisable on each of the third, fourth and fifth anniversaries of the grant date.

(4)	50% of the RSUs granted vests on each of the fourth and fifth anniversaries of the grant date.

(5)	One-third of the RSUs granted vests on each of the third, fourth and fifth anniversaries of the grant date.

(6)	These RSUs resulted from the conversion of PSUs upon the Separation. Under the terms of the award, these RSUs are not subject to the risk of forfeiture but are subject to an additional two-year holding period. Shares are delivered following the fifth anniversary of the commencement of the performance period.

(7)	20% of the options granted become exercisable on each of the first five anniversaries of the grant date.

(8)	20% of the RSUs granted vests on each of the first five anniversaries of the grant date.

(9)	50% of the options granted become exercisable on each of the second and third anniversaries of the grant date.

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(1)	Calculated by multiplying the number of corresponding shares acquired by the difference between the exercise price and the market price of the underlying common stock at the time of exercise.

(2)	Calculated by multiplying the number of corresponding shares acquired by the closing price of the common stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).

(1)	Contributions to EDIP relate to deferrals from the 2018 annual incentive compensation in February 2019 and contributions to the DCP relate to deferrals from the executive’s 2019 salary.

(2)	The amounts set forth in this column are included as 2019 compensation under the “All Other Compensation” column in the Summary Compensation Table.

(3)	Earnings represent returns on investments on fund alternatives which parallel those available to all employees under the 401(k) plan. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the Summary Compensation Table.

(4)

These balances constitute the accumulation of employee deferrals, Company contributions and investment returns during the participation of these executives in these plans, which included service with both Danaher and Envista. To the extent the executive is named, Company contributions are included in the “All Other Compensation” column in the Summary Compensation Table in the year in which they were made. Inclusive of the 2019 EDIP contributions, the following Company contributions are reported in the Summary Compensation Table: Mr. Aghdaei, $202,833; Mr. Eriksson, $82,770; and Mr. Bludworth, $77,543.

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•	an annual base salary of $1,100,000 (subject to periodic review);

•	an annual incentive target bonus of 125% of his annual base salary (subject to periodic review);

•	a recommendation to our Compensation Committee to grant a one-time special equity award with a target grant date fair value of $3,100,000 as of the IPO (such award was granted on September 17, 2019 and was split evenly between stock options and RSUs with 50% of each of the stock options and RSUs granted vesting on each of the fourth and fifth anniversary of the grant date);

•	a recommendation to our Compensation Committee to grant an annual equity award with a target grant date fair value of $4,500,000 beginning in 2020, which award would be split evenly between stock options and RSUs and would vest ratably over the first five anniversaries of the date of grant; and

•	participation in our deferred compensation program and in the employee benefit plans that are maintained for our regular employees generally.

•	an annual base salary of $500,000 (subject to periodic review);

•	an annual incentive target bonus of 70% of his annual base salary (subject to periodic review);

•	a recommendation to our Compensation Committee to grant a one-time special equity award with a target grant date fair value of $500,000 as of the IPO, (such award was granted on September 17, 2019 and was split evenly between stock options and RSUs with 50% of each of the stock options and RSUs granted vesting on each of the fourth and fifth anniversary of the grant date);

•	a recommendation to our Compensation Committee to grant an annual equity award with a target grant date fair value of $800,000 beginning in 2020, which award would be split evenly between stock options and RSUs and would vest ratably over the first five anniversaries of the date of grant; and

•	participation in our deferred compensation program and in the employee benefit plans that are maintained for our regular employees generally.

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•	an annual base salary of $550,000 (subject to periodic review);

•	an annual incentive target bonus of 70% of his annual base salary (subject to periodic review);

•	a recommendation to our Compensation Committee to grant a one-time special equity award with a target grant date fair value of $350,000 as of the IPO, (such award was granted on September 17, 2019 and was split evenly between stock options and RSUs with 50% of each of the stock options and RSUs granted vesting on each of the fourth and fifth anniversary of the grant date);

•	a recommendation to our Compensation Committee to grant an annual equity award with a target grant date fair value of $850,000 beginning in 2020, which award would be split evenly between stock options and RSUs and would vest ratably over the first five anniversaries of the date of grant; and

•	participation in our deferred compensation program and in the employee benefit plans that are maintained for our regular employees generally.

•	an annual base salary of $450,000 (subject to periodic review);

•	an annual incentive target bonus of 60% of his annual base salary (subject to periodic review);

•	a recommendation to our Compensation Committee to grant a one-time special equity award with a target grant date fair value of $70,000 as of the IPO, (such award was granted on September 17, 2019 and was split evenly between stock options and RSUs with 50% of each of the stock options and RSUs granted vesting on each of the fourth and fifth anniversary of the grant date);

•	a recommendation to our Compensation Committee to grant an annual equity award with a target grant date fair value of $650,000 beginning in 2020, which award would be split evenly between stock options and RSUs and would vest ratably over the first five anniversaries of the date of grant; and

•	participation in our deferred compensation program and in the employee benefit plans that are maintained for our regular employees generally.

•	a recommendation to our Compensation Committee to grant a one-time special equity award with a target grant date fair value of $200,000 as of the IPO, (such award was granted on September 17, 2019 and was split evenly between stock options and RSUs with 50% of each of the stock options and RSUs granted vesting on each of the fourth and fifth anniversary of the grant date); and

•	a recommendation to our Compensation Committee to grant an annual equity award with a target grant date fair value of $700,000 as part of our annual equity award program for 2020, which award would be split evenly between stock options and RSUs and would vest ratably over the first five anniversaries of the date of grant.

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•	the sum of the participant’s base salary and target bonus as of the end of the prior year; and

•	a percentage determined by the administrator that is based on the participant’s years of participation in the EDIP (including prior participation with Danaher), namely 6% for employees who have participated in the EDIP for less than 10 years, 8% after 10 years of EDIP participation and 10% after 15 years of EDIP participation.

•	If the participant has both reached age 55 and completed at least five years of service with us or our subsidiaries, the participant immediately vests 100% in each Company contribution.

•	If the participant does not satisfy the conditions described under the preceding bullet, the participant’s vesting percentage is 10% for each year of participation in the EDIP (after the participant has first completed five years of participation in the EDIP).

•	If a participant dies while employed by us, his or her vesting percentage equals 100%.

1.

Matching Contributions. We will make a Matching Contribution to a participant’s ECP account as of February 1 immediately following the end of a calendar year, equal to: (a) 100% of the voluntary deferral contributions credited to a participant’s DCP account for the calendar year while such participant is employed as an associate, but not in excess of 3% of such participant’s matching compensation for such year; plus (b) 50% of the voluntary deferral contributions credited to a participant’s DCP account for the calendar year while such participant is employed as an associate, in excess of 3% but not in excess of 5% of such participant’s matching compensation for such year.

2.	Non-Elective Contributions. We will make a Non-Elective Contribution to a participant’s ECP account as of February 1 immediately following the end of a calendar year, equal to 4% of a participant’s non-elective compensation for such year.

3.	Discretionary Contributions. We may elect during any year to make Discretionary Contributions to a participant’s ECP account at such time and in such amount as may be determined by us in our sole discretion.

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1.

One-Year Vesting Threshold. A Company Contribution does not vest until the first anniversary of the date the Company Contribution is credited to a participant’s account (generally February 1 after the year it is earned). On and after such first anniversary, whether the Company Contribution is vested will depend on whether it is a Matching Contribution, Non-Elective Contribution, or Discretionary Contribution.

2.	Matching Contributions and Discretionary Contributions. Matching Contributions and Discretionary Contributions become fully vested on and after the first anniversary that the Matching Contribution or Discretionary Contribution (as applicable) is credited to a participant’s account.

3.	Non-Elective Contributions. A Non-Elective Contribution becomes fully vested on and after the first anniversary that the Non-Elective Contribution is credited to a participant’s account, but only if such participant has 3 Years of Service (as defined under the 401(k) Plan), which for this purpose will include Years of Service with Danaher.

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(1)

Consists of (i) 1,874,612 RSUs and 7,572,061 options relating to the conversion of Danaher equity awards pursuant to the terms of the Employee Matters Agreement, (ii) 260,270 RSUs and 426,650 options issued under the 2019 Plan following the IPO, (iii) 8,615 notional shares attributable to converted balances that had been outstanding under Danaher’s Deferred Compensation Plan prior to the Separation, and (iv) 190,819 notional shares attributable to converted balances that had been outstanding under Danaher’s Executive Deferred Incentive Plan. Under the terms of the Company's deferred compensation arrangements any portion of a participant’s account that relates to notional Envista shares must be distributed in shares of Common Stock and are incorporated in this column.

(2)	The RSUs that have been issued under the 2019 Plan do not require a payment by the recipient at the time of vesting. In addition, under our DCP/ECP and EDIP deferred compensation arrangements, participants receive their distribution in shares of Common Stock at no additional cost. As a result, the weighted-average exercise price in column (B) does not take these awards into account.

(3)

These shares are available for future issuance under the 2019 Plan, inclusive of our deferred compensation arrangements as of December 31, 2019. See “Employee Benefit Plans—Envista Holdings Corporation 2019 Omnibus Incentive Plan” for a description of the types of awards issuable under the 2019 Plan, and “Employee Benefit Plans—Supplemental Retirement Program” for a description of our deferred compensation arrangements.

(4)	These comprise the 2019 Plan as well as our deferred compensation plans (the DCP/ECP and the EDIP) which provide for employee and employer contributions into notional shares. The EDIP is frozen to new entrants but current participants continue to receive Company contributions under that plan.

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•	the identity of the presiding director at meetings of non-management or independent directors, or the method of selecting the presiding director if such director changes from meeting to meeting;

•	the method for interested parties to communicate directly with the Board or with individual directors, the independent Chairman of the Board, or if the Chairman is not independent, the Lead Independent Director, or the non-management directors as a group;

•	the identity of any member of the Audit Committee, if any, who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on our Audit Committee;

•	contributions by us to a tax-exempt organization in which any non-management director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues; and

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any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Code of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting officer, or any other executive officer within four business days following the date of such amendment or waiver.

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•	with respect to Adjusted Earnings Per Share, understand the long-term profitability trends of Envista’s business and compare Envista’s profitability to prior and future periods and to Envista’s peers and provide investors with improved comparability for Adjusted EPS as share counts under GAAP are calculated using a weighted average approach;

•	with respect to Core Sales, identify underlying growth trends in Envista’s business and compare Envista’s revenue performance with prior and future periods and to Envista’s peers; and

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with respect to free cash flow, understand Envista’s ability to generate cash without external financings, strengthen its balance sheet, invest in its business and grow its business through acquisitions and other strategic opportunities (although a limitation of free cash flow is that it does not take into account the Company’s debt service requirements and other non-discretionary expenditures, and as a result the entire free cash flow amount is not necessarily available for discretionary expenditures).

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•	With respect to Adjusted Earnings Per Share:

◦

We exclude the amortization of acquisition-related intangible assets because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions we consummate. While we have a history of significant acquisition activity we do not acquire businesses on a predictable cycle, and the amount of an acquisition’s purchase price allocated to intangible assets and related amortization term are unique to each acquisition and can vary significantly from acquisition to acquisition. Exclusion of this amortization expense facilitates more consistent comparisons of operating results over time between our newly-acquired and long-held businesses, and with both acquisitive and non-acquisitive peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized.

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With respect to the other items excluded from Adjusted Earnings Per Share, we exclude these items because they are of a nature and/or size that occur with inconsistent frequency, occur for reasons that may be unrelated to Envista’s commercial performance during the period and/or we believe that such items may obscure underlying business trends and make comparisons of long-term performance difficult.

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With respect to core sales, we exclude (1) the effect of acquisitions and divested product lines because the timing, size, number and nature of such transactions can vary significantly from period-to-period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult, (2) sales from discontinued products because discontinued products do not have a continuing contribution to operations and management believes that excluding such items provides investors with a means of evaluating our on-going operations and facilitates comparisons to our peers, and (3) the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends.

•	With respect to free cash flow, we exclude payments for additions to property, plant and equipment (net of the proceeds from capital disposals) to demonstrate the amount of operating cash flow for the period that remains after accounting for the Company’s capital expenditure requirements.

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