| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 21, 2022, ESAB Corporation (“ESAB”), a Delaware corporation and wholly-owned subsidiary of Colfax Corporation (the “Company” or “Colfax”), and Shyam P. Kambeyanda entered into an employment agreement (the “Employment Agreement”), which shall be effective upon consummation of the previously announced separation by Colfax of its existing fabrication technology business, which will operate as ESAB, and the Company’s specialty medical technology business, which will operate under the new name Enovis Corporation (the “Separation”), pursuant to which Mr. Kambeyanda will continue to serve as President and Chief Executive Officer of ESAB. Mr. Kambeyanda, age 51, is currently the President and Chief Executive Officer of ESAB and has served in this role since 2016. He has also been an Executive Vice President of Colfax since December 2019.
The Employment Agreement has an initial term of three years, with automatic one-year renewals unless ESAB or Mr. Kambeyanda elects not to extend the term of the Employment Agreement by providing the other party with 90 days’ written notice. Mr. Kambeyanda’s annual base salary will be set at an initial rate of $1,000,000 and may be adjusted by ESAB’s Compensation Committee at its discretion during the term of the Employment Agreement.
Mr. Kambeyanda will be entitled to participate in ESAB’s annual cash incentive program with a target annual incentive bonus of 115% of his annual base salary for 2022. Under this Employment Agreement, Mr. Kambeyanda will be granted long-term incentive awards in 2022 with a value of $4,000,000 less the value of awards granted to Mr. Kambeyanda by Colfax in 2022, with the type of award and vesting to be determined by ESAB’s Compensation Committee. In subsequent calendar years, Mr. Kambeyanda will be eligible to receive long-term incentive awards as determined by ESAB’s Compensation Committee.
If Mr. Kambeyanda is terminated as result of ESAB’s notice not to extend the term of the Employment Agreement or by ESAB without “cause,” or he resigns for “good reason” (each as defined in the Employment Agreement), he will be entitled to (i) his base salary for 24 months following termination, (ii) an amount equal to 200% of his target annual incentive bonus for the year of termination paid in equal installments over the 24 months following termination, (iii) a partial year bonus (as defined in the Employment Agreement), if any, and (iv) payment by ESAB of employer premiums for COBRA coverage elected under ESAB’s basic medical insurance programs for 24 months following termination or until Mr. Kambeyanda becomes eligible for coverage by another company or otherwise is no longer eligible for COBRA coverage.
The Employment Agreement contains confidentiality, non-competition, non-solicitation, and non-disparagement restrictions during the term of the Employment Agreement and for certain specified periods thereafter.
The foregoing discussion of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
