Envista Holdings Corp appointed new CEO

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.


Chief Executive Officer Transition


On February 22, 2024, Envista Holdings Corporation (the "Company") and Amir Aghdaei, the President and Chief Executive Officer of the Company, entered into a transition letter agreement (the "Transition Agreement"), setting forth the terms of Mr. Aghdaei's anticipated transition from his position as the Company's President and Chief Executive Officer. Effective as of the Transition Date (as defined below), or such earlier date on which Mr. Aghdaei's employment with the Company is terminated, Mr. Aghdaei's employment with the Company, and his membership on the Board of Directors of the Company (the "Board"), will immediately cease. 


Pursuant to the Transition Agreement, during the period beginning on the effective date of the Transition Agreement and ending on the date that a successor Chief Executive Officer of the Company is duly appointed by the Board (such date, the "Transition Date", and such period, the "Transition Period"), Mr. Aghdaei will continue to serve as the President and Chief Executive Officer of the Company. During the Transition Period, Mr. Aghdaei will continue to be (i) paid his base salary at the rate in effect as of the date of the Transition Agreement, (ii) eligible for annual paid time off benefits, and (iii) eligible to participate in the Company's applicable benefit plans and retirement plans. In addition, as of the effective date of the Transition Agreement, Mr. Aghdaei will not be eligible to receive any separation benefits under the Envista Holdings Corporation Severance and Change in Control Plan for Officers, as it may be amended from time to time (the "Severance Plan"). If the Transition Date does not occur prior to January 1, 2026 and Mr. Aghdaei remains an employee of the Company as of such date, the Transition Agreement will no longer have any force or effect.


Pursuant to the Transition Agreement, (i) in the event that the Transition Date occurs prior to January 1, 2026, or if Mr. Aghdaei's employment is terminated by the Company without Cause (as defined in the Severance Plan), he will be eligible to receive his full target annual bonuses in respect of fiscal year 2023 and fiscal year 2024, in each case based on actual performance and payable in accordance with the Company's Incentive Compensation Plan (the "ICP"); (ii) in the event that the Transition Date occurs in fiscal year 2024, or if his employment is terminated by the Company without Cause, he will continue to be paid his base salary through the end of fiscal year 2024; and/or (iii) in the event that the Transition Date occurs in fiscal year 2025, or if his employment is terminated by the Company without Cause in fiscal year 2025, he will be eligible to receive his prorated target annual bonus in respect of fiscal year 2025, based on actual performance and payable in accordance with the ICP.


Pursuant to the Transition Agreement, Mr. Aghdaei will receive his annual equity award in respect of fiscal year 2024 with an aggregate target award value of $5,500,000, subject to the requisite approval by the Compensation Committee of the Board and Mr. Aghdaei's continued employment with the Company through the applicable grant date. In addition, Mr. Aghdaei's termination of employment will constitute a Normal Retirement (as defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as it may be amended from time to time (the "Incentive Plan")), and each of Mr. Aghdaei's outstanding equity awards granted to him under the Incentive Plan will be treated in accordance with the applicable award agreement.


Mr. Aghdaei has agreed to provide consulting services to the Company for an eighteen-month period following the Transition Date, or such earlier date on which his employment is terminated by the Company without Cause. In consideration for these consulting services, Mr. Aghdaei will be paid a consulting fee equal to $1,500,000, payable in arrears in equal monthly installments during such eighteen-month period.


The payments and benefits provided to Mr. Aghdaei under the Transition Agreement are contingent upon Mr. Aghdaei's execution and re-execution, as applicable, and non-revocation of the release of claims in favor of the Company group that is contained in the Transition Agreement. Further, the Transition Agreement provides that Mr. Aghdaei will continue to abide by his existing restrictive covenants.


The foregoing description of the Transition Agreement is qualified in its entirety by reference to the complete terms of the Transition Agreement, which is filed as Exhibit 10.1 to this Form 8-K.