Brady Shirley
About Brady R. Shirley
Brady R. Shirley is a director of Enovis since 2022 and age 59; he served as President and Chief Operating Officer (2022–2024) and then as Executive Advisor until March 31, 2025, when he retired as an employee but remained on the Board . He previously led the DJO business as CEO (2016–2022), headed DJO Surgical (2014–2016), served as CEO/Director of Innovative Medical Device Solutions (2009–2013), and held senior leadership roles at Stryker Corporation (1992–2009) . He also chairs the board of National Seating & Mobility (NSM), a private company, since 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enovis Corporation | Executive Advisor | 2024–Mar 2025 | Supported transition; retired as employee Mar 31, 2025 |
| Enovis Corporation | President & Chief Operating Officer | 2022–2024 | Led operations; transitioned to advisor with comp adjustments |
| DJO (Enovis business) | Chief Executive Officer | 2016–2022 | Led orthopedics medtech growth |
| DJO Surgical | President | 2014–2016 | Built reconstructive growth engine |
| Innovative Medical Device Solutions | CEO & Director | 2009–2013 | Integrated businesses; led sale |
| Stryker Corporation | President, Stryker Communications; SVP, Stryker Endoscopy | 1992–2009 | Senior operating leadership |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| National Seating & Mobility (NSM) | Chair of the Board | 2023–present | Private |
| Other Public Company Boards | None | N/A | N/A |
Board Governance
- Independence: Not classified as independent (Board determined independent directors and did not include Shirley) .
- Committee assignments: None; “N/A” on committee memberships in proxy summary .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors must hold at least two executive sessions per year; Lead Independent Director chairs those sessions (Ms. Wienbar) .
- Director elections: Majority voting standard with conditional resignation policy for incumbents not receiving majority support .
Fixed Compensation
| Year | Salary ($) | Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 572,116 | 76,360 | Base salary reduced 50% to $425,000 in May 2024 upon transition to Executive Advisor; equity grant reduced to $1,500,000 and delivered only as RSUs; no additional benefits paid on retirement/transition |
Performance Compensation
| Component | Metric/Details | Weighting/Target | Result/Payout |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Base used for AIP: $572,116; Target bonus: 100% of base | CPF 87%; IPF 100% | Bonus paid: $497,741 |
| Long-term equity (2024 grant) | RSUs only (due to planned retirement); grant date Mar 4, 2024 | 24,802 RSUs; grant-date fair value $1,538,716 | RSUs vest in three equal annual installments starting Mar 4, 2025 |
| Stock vested (2024) | Shares vested and value realized | 33,644 shares; $2,103,732 | No options exercised in 2024 |
AIP Performance Metric Table (Company-wide CPF)
| Measure | Weighting | Threshold | Target | Maximum | Achieved | CPF Based on Weighting |
|---|---|---|---|---|---|---|
| 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% |
PRSU Design (applies to other NEOs; Shirley excluded in 2024 grant)
| 3-Year TSR Percentile Rank | Shares Earned (% of target) | Notes |
|---|---|---|
| <30th (Below Threshold) | 0% | — |
| 30th (Threshold) | 50% | Linear interpolation applies |
| 55th (Target) | 100% | Above-median performance required |
| >80th (Maximum) | 200% | If absolute TSR negative, cap at target |
Director Compensation (Program for Non-Employee Directors)
| Element | Amount/Structure |
|---|---|
| Annual cash retainer | $70,000 |
| Annual equity award | $230,000 in RSUs; vests after 1 year (awarded at annual meeting) |
| Chair/Lead/Committee retainers | Lead Independent Director: $40,000; Audit Chair: $25,000; CHCM Chair: $20,000; Nominating Chair: $15,000 |
| Equity grant example (2024) | 4,338 RSUs granted to each director; vest May 20, 2025 |
| Deferred compensation | Directors may elect DSUs in lieu of cash or convert RSUs to DSUs; DSUs convert to shares after separation; dividend equivalents reinvested |
| Chair of the Board retainer | $150,000 for Chair service (prorated for 2025), replacing Lead retainer |
| Travel/indemnity | Reimbursement of necessary expenses; covered by D&O insurance |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (past five years) | None |
| External roles | Chair, National Seating & Mobility (private) |
| Interlocks/conflicts | None disclosed with competitors/suppliers/customers beyond related person noted below |
Expertise & Qualifications
- Extensive medical device and orthopedic industry experience; senior leadership as CEO/COO; deep knowledge of Enovis’ products, technology, and innovation initiatives .
Equity Ownership
| Item | Details |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 186,710 shares; less than 1% of class |
| Options included in beneficial ownership (vested or vesting within 60 days) | 102,240 shares subject to options |
| Unvested RSUs (12/31/2024) | 57,621 units; market value $2,528,409 |
| Unearned PRSUs outstanding (12/31/2024) | 24,190 units; payout value $985,984 (at target valuation) |
| Options outstanding detail (12/31/2024) | Exercisable: 33,499 @ $45.69 exp 2/24/2026; 21,747 @ $76.34 exp 2/21/2028; 18,721 @ $70.88 exp 2/16/2029; 9,561 @ $57.62 exp 2/27/2030; Unexercisable portions on some grants |
| Director ownership policy | Non-employee directors must hold 5x annual cash retainer within 5 years; all directors have achieved targets; pledging prohibited and does not count toward guidelines |
Governance Assessment
- Independence and committee service: Shirley is not independent and serves on no Board committees; this reduces committee-level influence but mitigates potential conflicts from recent management role via majority of independent directors in committee membership .
- Attendance and engagement: Met minimum attendance (≥75% of meetings) and attended the 2024 annual meeting; Board held five meetings in 2024, indicating active governance cadence .
- Compensation alignment: AIP payout tied to Net Sales (as adjusted) and Adjusted EBITDA (CPF 87%); 2024 equity award structured as RSUs only due to planned retirement—reduces performance-based exposure vs PRSUs for peers, a potential signal of lower at-risk equity during transition .
- Ownership alignment: Significant equity position and unvested awards; robust director ownership policy achieved by all directors; anti-hedging and anti-pledging policies in place .
- Compensation committee quality: CHCM Committee comprised solely of independent directors; uses FW Cook as independent compensation consultant; no interlocks reported .
- Related party exposure: RED FLAG—related person transaction disclosed; Shirley’s son (Hayden Shirley), VP in Reconstructive business, earned ~$426,369 and received 1,786 RSUs in 2024; committee oversees and policies require pre-approval and market-consistent terms .
- Say-on-Pay and shareholder support: 2024 say-on-pay received ~98% approval, supporting confidence in compensation design, including performance linkage and clawback policy .
- Risk controls: Clawback compliant with NYSE/SEC rules; strict insider trading policy, hedging prohibitions; regular Audit Committee oversight of risk, cybersecurity, and compliance .
Director Compensation (Non-Employee Directors – Comparative Reference)
| Director | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Sample 2024 director figures (e.g., Bodem, Kelly, etc.) | 70,000 | 221,889 | 291,889 | 4,338 RSUs vest May 20, 2025 |
| Chair/Lead/Committee variations | 85,000–110,000 cash for roles | 221,889 | 306,889–331,889 | Lead/Audit/CHCM chair retainers |
Note: As an employee director during 2024, Shirley’s compensation is reported in the NEO Summary Compensation Table, not in the non-employee director table .
Compensation Structure Analysis (Signals)
- Mix shift: 2024 equity grant delivered solely in RSUs (vs 50/50 PRSU/RSU for peers), reducing dependence on relative TSR performance thresholds during retirement transition; signals de-risking of equity exposure .
- AIP discipline: CPF below target (87%) due to sales shortfall; payout consistent with formulaic plan and individual performance assessment (IPF 100%) .
- Governance safeguards: No tax gross-ups on severance/perquisites; double-trigger change-in-control policy; no option repricing; clawback adopted per NYSE Section 303A.14 .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~98%; no changes made to program structure in response; Board recommends FOR 2025 advisory approval .
Compensation Peer Group (for benchmarking)
| Peer Group (2024) |
|---|
| Bio-Rad (BIO), Bruker (BRKR), CONMED (CNMD), Cooper (COO), DENTSPLY (XRAY), Envista (NVST), Globus (GMED), Haemonetics (HAE), Hologic (HOLX), ICU Medical (ICUI), Masimo (MASI), ResMed (RMD), STERIS (STE), Teleflex (TFX), Zimmer Biomet (ZBH) |
Related Party Transactions
- Policy: Written approval by Nominating & Corporate Governance Committee; threshold >$120,000; evaluates independence impact .
- Disclosed relationship: Hayden Shirley (son) employed as VP; 2024 comp ~$426,369; 1,786 RSUs granted; stated as consistent with peers at same level .
- Pledging ban: Directors/executives prohibited from pledging company stock .
Risks & Red Flags
- Family employment (related person) requires ongoing oversight—RED FLAG for potential perceived conflicts, albeit mitigated by policy review and disclosed consistency with market .
- Non-independence reduces eligibility for committee roles; governance mitigated by independent committees and executive sessions .
- Equity award de-risking (RSUs only) during transition reduces performance leverage vs peers—monitor alignment and future grant structure .