Bradley Tandy
About Bradley Tandy
Bradley J. Tandy is Senior Vice President and Chief Legal Officer of Enovis (ENOV), serving since 2019. He previously served as EVP, General Counsel and Secretary of DJO Global, and earlier in multiple senior legal roles at Biomet (Assistant GC from 1992; VP/Assistant GC/Chief Compliance Officer 1999–2006; SVP/GC/Secretary 2006–2014); he began his career as a partner at Rasor, Harris, Lemon & Reed focused on medical device and healthcare clients. He holds a BA in Political Science from DePauw University and a JD from Indiana University Maurer School of Law; he also served 22 years as an elected Kosciusko County (IN) councilman . Public sources indicate age 65 .
In 2024, Enovis delivered adjusted EBITDA of $377M and +210 bps margin expansion YoY, with adjusted EPS of $2.84; annual bonuses were tied 40% to net sales (as adjusted) and 60% to adjusted EBITDA, producing an 87% Company Performance Factor (CPF) for NEOs . Long-term incentives emphasize relative TSR vs. the S&P 500 Health Care Equipment Select Industry Index with a 55th percentile target and a cap at target if absolute TSR is negative .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Enovis (formerly Colfax/DJO) | SVP & Chief Legal Officer | 2019–present | Oversees global legal, governance, equity plans; signatory on SEC filings |
| DJO Global | EVP, General Counsel & Secretary | Pre-2019 | Led legal/compliance at large ortho/rehab medtech platform |
| Biomet, Inc. | SVP, General Counsel & Secretary | 2006–2014 | Top legal officer through industry cycles/M&A |
| Biomet, Inc. | VP, Assistant GC & Chief Compliance Officer | 1999–2006 | Built corporate compliance and legal infrastructure |
| Biomet, Inc. | Assistant General Counsel | 1992–1999 | Corporate legal across medtech operations |
| Rasor, Harris, Lemon & Reed | Partner (law) | Pre-1992 | Advised medical device/healthcare clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kosciusko County, IN | County Councilman (elected) | 22 years | Public finance/governance experience |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Annual base salary | $495,000 | +2% vs 2023 base salary $485,000 |
| Salary paid (SCT) | $492,500 | Summary Compensation Table (SCT) |
| Target bonus % | 70% of base salary | AIP target unchanged YoY |
| Actual cash bonus (SCT) | $308,901 | Non-Equity Incentive Plan Compensation (SCT) |
| All other compensation | $72,953 | Includes company retirement match/contrib., financial planning, LTD, life, physical |
Perquisite detail (2024): Company 401(k)/deferred match+contrib. $51,152; financial planning $10,000; supplemental LTD premiums $7,679; group term life $722; executive physical $3,400 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure and results
| Measure | Weight | Threshold | Target | Maximum | Achieved | CPF component |
|---|---|---|---|---|---|---|
| Net Sales (as adjusted) | 40% | $2.056B | $2.141B | $2.313B | $2.108B | 80% |
| Adjusted EBITDA | 60% | $337M | $385M | $481M | $377M | 91% |
| Weighted aggregate CPF | — | — | — | — | — | 87% |
Additional individual factors: Mr. Tandy’s Individual Performance Factor (IPF) was 102.5% for 2024 . His AIP payout reported in the SCT was $308,901 .
Long-Term Incentives (LTI) – 2024 grants
| Award type | Grant date | Units (target) | Grant date fair value | Vesting | Performance metric |
|---|---|---|---|---|---|
| PRSUs | Mar 4, 2024 | 8,267 | $707,821 | Cliff vest after 3-year period, if earned | Relative TSR vs S&P 500 Health Care Equipment Select Industry Index; 55th percentile = 100% payout; 0–200%; cap at 100% if absolute TSR negative |
| RSUs | Mar 4, 2024 | 8,267 | $512,885 | 3 equal annual installments starting Mar 4, 2025 | Time-based |
Equity Ownership & Alignment
- Beneficial ownership: 49,028 shares; <1% of outstanding; includes 28,707 shares underlying options exercisable within 60 days of March 24, 2025 .
- Unvested/uneaned equity at 12/31/2024: RSUs 18,112 ($794,755); PRSUs (target) 15,524 ($635,652) .
- Stock ownership guidelines: SVP multiple = 3x base salary; all NEOs (including Mr. Tandy) have achieved targets .
- Hedging/pledging: Company prohibits hedging and prohibits pledging by executives and directors; pledged shares do not count toward ownership requirements .
- Options detail and moneyness (12/31/2024 close $43.88):
- Exercisable: 7,297 @ $64.03 (exp. 2/23/2027); 7,249 @ $76.34 (exp. 2/21/2028) .
- Exercisable/Unexercisable: 5,616/2,808 @ $70.88 (exp. 2/16/2029); 2,869/5,735 @ $57.62 (exp. 2/27/2030) .
- All listed strikes exceed $43.88; options were out-of-the-money at year-end 2024 .
Vesting schedules and near-term selling pressure indicators
| Award | Shares | Vest timing |
|---|---|---|
| PRSU (2019–2022 cycle modification) | 6,366 | Vests Feb 17, 2025 (target certified at Separation) |
| RSU (2023 grant, remaining) | 1,061 | Vests ratably; 3-year schedule beginning Feb 17, 2023 (remaining portion as of 12/31/2024) |
| RSU (2024 grant, remaining) | 2,418 | Vests ratably; 3-year schedule beginning Feb 29, 2024 |
| RSU (2024/2025 tranche) | 8,267 | Vests ratably; 3-year schedule beginning Mar 4, 2025 |
Rule 10b5-1 trading plans are permitted (subject to policy review/approval) and are commonly used by NEOs for exercises/sales approaching option term ends .
Employment Terms
- Employment letter: Base salary set at hire with annual merit review; eligible for annual bonus; severance and other benefits specified .
- Severance (without cause): One times base salary plus one times target annual bonus (lump sum); 12 months COBRA; pro rata AIP bonus if performance criteria met .
- Change-in-control (double trigger): Two times base salary plus two times target bonus upon qualifying termination within 2 years following (or 3 months preceding) a change-in-control; equity treated per award terms .
- Clawback: Policy requires recovery of erroneously awarded incentive compensation upon a restatement; applies regardless of misconduct .
- Covenants: Standard confidentiality, non-disparagement, non-compete and non-solicit apply .
Potential payments as of 12/31/2024 (Mr. Tandy)
| Scenario | Cash severance | Pro-rata AIP | Accelerated options | Accelerated PRSUs | Accelerated RSUs | NQDC/Pension |
|---|---|---|---|---|---|---|
| Termination without cause/for good reason | $841,500 | $346,500 | — | — | — | — |
| Retirement | — | $346,500 | — | $197,197 | $431,999 | — |
| Death/Disability | — | $346,500 | — | $423,768 | $794,755 | — |
| Change in control (double trigger) | $1,683,000 | — | — | $635,652 | $794,755 | $652,323 |
Note: NQDC balance at 12/31/2024 was $652,323; 2024 contributions $101,529 (exec) and $24,659 (company); 2024 earnings $42,338 .
Compensation Structure Analysis
- Mix and alignment: For 2024, Tandy’s pay used a higher share of at-risk compensation via PRSUs/RSUs plus AIP; no pension; minimal perqs .
- AIP metric rigor: Sales under target and EBITDA near target yielded an 87% CPF, demonstrating variability and linkage to financial outcomes .
- LTI performance bar: Relative TSR target set at the 55th percentile; capped at target if absolute TSR is negative, limiting windfalls in down markets .
- Shareholder oversight: 2024 Say‑on‑Pay support ~98%, indicating broad investor acceptance of pay design .
- Governance: Independent CHCM Committee and independent advisor (FW Cook); hedging/pledging bans; robust clawback .
Say‑on‑Pay and Peer Group
- 2024 Say‑on‑Pay approval: ~98% FOR .
- 2024 compensation peer group includes Bio-Rad, Bruker, CONMED, Cooper, DENTSPLY, Envista, Globus, Haemonetics, Hologic, ICU Medical, Integra, Masimo, ResMed, STERIS, Teleflex, Zimmer Biomet; used for benchmarking .
Investment Implications
- Alignment: High equity mix (PRSUs with relative TSR) and 3x salary ownership requirement, with no hedging/pledging allowed, align Tandy’s incentives with shareholder value creation and reduce misalignment risk .
- Near-term supply: A PRSU tranche of 6,366 shares vests Feb 17, 2025 and multiple RSU schedules continue in 2025–2027; potential selling pressure may be mitigated by policy-driven 10b5‑1 plans and holding requirements until ownership thresholds are met .
- Retention risk: Standard severance and double-trigger CIC terms (2x salary+bonus) with continued vesting treatment provide balanced retention; strong 2024 Say-on-Pay support suggests low governance friction .
- Option overhang: All outstanding options were out-of-the-money at 12/31/2024 (strikes ≥$57.62 vs $43.88), focusing equity value on RSUs/PRSUs rather than option exercises near term .
- Performance linkage: 2024 bonus outcomes (87% CPF) reflect under-target sales and near-target EBITDA, reinforcing pay-for-performance discipline; LTI’s above-median TSR requirement further tightens performance linkage .
Sources: Enovis 2025 DEF 14A (Apr 11, 2025) and Form 8‑K signatures; Enovis leadership biography; third‑party age reference as noted.
Citations: .