Clayton Perfall
About A. Clayton Perfall
A. Clayton Perfall is an independent director of Enovis (ENOV), serving on the board since 2010 and currently chairs the Audit Committee. He is 66 years old and brings significant financial expertise as a former public company CFO and audit committee chair, with extensive executive leadership, M&A, and capital markets experience across healthcare and other sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tailwind Capital | Operating Executive focused on healthcare, technology, business services, industrial services | 2014–2022 | Growth-focused operating oversight for middle-market companies |
| Archway Marketing Services, Inc. | Chairman and Chief Executive Officer | 2008–2013 | Led company operations and strategic direction |
| Union Street Acquisition Corp. | Chief Executive Officer and Director | 2006–2008 | SPAC leadership and governance |
| AHL Services, Inc. | Chief Executive Officer and Director | 2001–2008 | CEO leadership and board role |
| Snyder Communications, Inc. | Chief Financial Officer and Director | 1996–2000 | Public company CFO; finance and capital markets leadership |
| International accounting firm | Partner | Prior | Deep audit/financial expertise (firm not named) |
External Roles
| Category | Details |
|---|---|
| Other current public company directorships | None |
| Other public directorships (past five years) | None |
Board Governance
- Independence and role: Independent director; Audit Committee Chair; designated “audit committee financial expert” by the Board .
- Committee assignments and activity: Chairs Audit Committee (members: Perfall, Bodem, Okala); Audit Committee met 8 times in 2024; oversees financial reporting, internal controls, auditor oversight, IT/cyber risk, and risk management policies .
- Board attendance and engagement: In 2024, each director attended at least 75% of aggregate Board and applicable committee meetings; Board held 5 meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors must hold at least two executive sessions per year; Lead Independent Director presides (Wienbar) .
- Independence determination: Board’s February 2025 review affirmed Perfall’s independence under NYSE standards .
Fixed Compensation
| Year | Cash Retainer and Chair Fees ($) | Equity Award (Type) | Equity Award Size / Value | Option Awards | Total ($) |
|---|---|---|---|---|---|
| 2024 | 95,000 (includes $70,000 annual retainer + $25,000 Audit Chair) | RSUs (time-based) | 4,338 RSUs; $221,889 grant-date fair value; vest in full on May 20, 2025 | — | 316,889 |
| 2023 | 95,000 | RSUs (time-based) | 1,875 RSUs; $106,425 grant-date fair value; vest in full on May 16, 2024 | Stock options fully vested at grant; 7-year term; $107,509 grant-date fair value | 308,934 |
- 2024 Program structure: $70,000 annual cash retainer; annual equity award valued at $230,000 (100% RSUs vesting after one year); additional cash retainers: Audit Chair $25,000; CHCM Chair $20,000; Nominating Chair $15,000; Lead Independent Director $40,000 .
- Policy change: In December 2023, Board shifted director equity from 50% RSUs + 50% options to 100% RSUs effective 2024; annual equity value increased to $230,000 .
Performance Compensation
| Element | Structure | Vesting / Term | Performance Metrics Tied |
|---|---|---|---|
| Annual RSU grant (Directors) | Time-based RSUs | Vest after one year of service (e.g., 2024 grant vests May 20, 2025) | None disclosed (time-based only) |
| Director stock options (2023 only) | Options to purchase shares | Fully vested upon grant; 7-year term | None disclosed (no performance metrics) |
- Clawback and equity plan governance: Equity awards (including to outside directors) are subject to recovery under applicable law/policy; plan prohibits option/SAR repricing and discounted grants; imposes minimum 1-year vesting and a $350,000 annual cap on outside director cash+equity (up to $700,000 for newly designated lead director/chair) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None |
| Disclosed interlocks | None disclosed for Perfall in proxy |
| Related-person transactions | No Perfall-related transactions disclosed; only disclosed related-person item involved another director’s family member employment |
Expertise & Qualifications
- Significant financial expertise as former public company CFO; recognized by Board as an “audit committee financial expert” .
- Extensive executive leadership, M&A and capital markets experience, including international and healthcare M&A .
- Deep governance experience as long-tenured audit chair at Enovis .
Equity Ownership
| Ownership Detail | Amount / Status |
|---|---|
| Shares beneficially owned (as of Mar 24, 2025) | 54,690; less than 1% of class |
| Components noted by footnote | 33,908 DRSUs/DSUs (deliverable after service end) and 18,300 options exercisable/vesting within 60 days of Mar 24, 2025 |
| Unvested RSUs outstanding (12/31/2024) | 4,338 |
| Director ownership guideline | 5x annual cash retainer within 5 years; all directors had achieved target as of 2025 proxy date |
| Pledging policy | Prohibited for directors and executives; pledged shares do not count toward ownership requirements |
| Shares outstanding (record date for 2025 meeting) | 57,107,950 (for context on ownership) |
Governance Assessment
- Strengths:
- Audit Committee Chair with recognized financial expertise; committee held 8 meetings in 2024 and conducts private sessions with auditors and internal audit—supports robust financial oversight .
- Independence affirmed under NYSE standards; at least 75% attendance; all directors attended the annual meeting—solid engagement .
- Director equity moved to 100% time-based RSUs in 2024; plan includes clawback, no option repricing, minimum vesting, and a cap on outside director pay—shareholder-friendly governance features .
- Ownership alignment reinforced by 5x retainer guideline (achieved) and no pledging policy .
- Watch items / potential risks:
- Long tenure (director since 2010) may draw investor scrutiny on board refreshment, though independence is reviewed annually and reaffirmed (Feb 2025) .
- Equity for directors is time-based (no performance metrics), common in market but offers limited direct pay-for-performance linkage at the board level .
No Perfall-specific related-party transactions, hedging/pledging exceptions, or other governance red flags were disclosed in the latest proxy .
Appendix: Director Compensation Program Detail (2024)
| Element | Amount / Terms |
|---|---|
| Annual cash retainer | $70,000 |
| Committee chair retainers | Audit Chair $25,000; CHCM Chair $20,000; Nominating Chair $15,000 |
| Lead Independent Director retainer | $40,000 |
| Equity award | $230,000 value; 100% RSUs; vest after one year; granted at annual meeting |
| 2024 grant specifics (Perfall) | 4,338 RSUs; grant-date fair value $221,889; vest May 20, 2025 |
| 2023 policy (for reference) | $215,000 equity split 50% RSUs (1-year vest) and 50% options (full vest at grant; 7-year term) |