Damien McDonald
About Damien McDonald
Damien McDonald, age 60, was appointed Chief Executive Officer of Enovis effective May 12, 2025 and joined the Board of Directors after the May 21, 2025 Annual Meeting . He brings 35+ years of medtech leadership, including serving as CEO of LivaNova plc (2017–2023) and senior roles at Danaher (group executive for a $1.5B dental consumables portfolio), Zimmer (spine), and J&J’s Ethicon unit . Early tenure actions focused on commercial execution, innovation, operational excellence and financial discipline; the Dr. Comfort divestiture sharpened portfolio focus, while Q2–Q3 results showed mid-single-digit organic growth and ~17% adjusted EBITDA margin, balanced by a non-cash goodwill impairment in Q3 .
Recent operating performance since appointment:
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Net Sales ($USD Millions) | $565 | $549 |
| Adjusted EBITDA ($USD Millions) | $97 | $95 |
| Adjusted EPS (Diluted) ($) | $0.79 | $0.75 |
| Reported Net Loss ($USD Millions) | $37 | $571 (includes $548 non-cash goodwill impairment) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LivaNova plc | Chief Executive Officer | 2017–2023 | Drove improved growth, profitability, and shareholder value; culture centered on “Patients First” |
| Danaher Corporation | Group Executive & Corporate VP (Dental Consumables) | Various | Led ~$1.5B dental consumables group; process/portfolio excellence |
| Zimmer | Led Spine Division | Various | Orthopedics leadership; category execution |
| Johnson & Johnson (Ethicon) | Led Global Marketing | Various | Commercial strategy and marketing discipline |
External Roles
No public company board memberships or committee roles were disclosed beyond joining Enovis’ Board in May 2025 .
Fixed Compensation
| Element | Terms |
|---|---|
| Base Salary | $1,000,000 per year |
| Target Annual Bonus (AIP) | 125% of base salary |
| Perquisites | Eligible for certain CEO perquisites per letter agreement (details to be filed as exhibit) |
| Director Compensation | As an employee director (CEO), no additional director fees |
Performance Compensation
Annual Incentive Plan (AIP) Structure
| Component | Metric | Weight | Notes |
|---|---|---|---|
| Company Performance Factor (CPF) | Net Sales (as adjusted) | 40% | Constant currency, excludes unbudgeted acquisitions/divestitures |
| Company Performance Factor (CPF) | Adjusted EBITDA | 60% | Non-GAAP definition per 10-K; constant currency view |
| Individual Performance Factor (IPF) | Individual goals/values | 0.0–1.5x multiplier (overall cap 250%) | Based on individualized KPIs and Company core values |
Note: Enovis emphasizes pay-for-performance with varying short/long-term metrics, payout caps, and risk controls .
Long-Term Incentives (Initial CEO Grant and Company Design)
| Award Type | Grant Value | Vesting | Performance Metric | Window/Curve |
|---|---|---|---|---|
| RSUs (time-based) | $3,250,000 | Equal installments over 3 years from grant date | N/A (time-based) | N/A |
| PRSUs (performance-based) | $3,250,000 | Cliff vest at end of performance period | Relative TSR vs S&P 500 Health Care Equipment Select Industry Index | Company PRSU curve: 30th pct=50%, 55th pct=100%, >80th pct=200%; negative absolute TSR caps at 100% |
| Performance Period (PRSU) | N/A | N/A | Jan 1, 2025 – Dec 31, 2027 | N/A |
Equity Ownership & Alignment
| Policy/Item | Terms |
|---|---|
| CEO Stock Ownership Guideline | 6x base salary |
| Holding Requirement | Retain at least half of net after-tax vested equity until guideline met |
| Hedging Ban | Short sales, derivatives, zero-cost collars, swaps, exchange funds, forward sale contracts prohibited |
| Pledging Ban | Directors and executive officers prohibited from pledging Enovis shares; pledged shares don’t count to ownership requirements |
| Clawback Policy | Recovery of erroneously awarded incentive compensation for 3 years prior to a required restatement (regardless of misconduct) |
| Rule 10b5-1 Plan Controls | Prior Legal approval required; used by executives to pre-plan trades/options exercises |
Employment Terms
| Term | Details |
|---|---|
| Appointment Date | May 12, 2025 |
| Letter Agreement | Establishes base/bonus; initial equity; perquisites; to be filed as exhibit |
| Restrictive Covenants | Agreed to Company’s Restrictive Covenant Agreement |
| Indemnification | Agreed to Company’s Indemnification Agreement for Directors/Executive Officers |
| Severance (No Cause / Good Reason) | If termination within 1 year of appointment: 12 months base + target bonus; after 1 year: 2x base + 2x target bonus |
| Change-in-Control Agreement | Entered Company’s standard CIC agreement with 2x multiplier ; Company practice uses double-trigger for CIC severance |
Board Governance
| Item | Details |
|---|---|
| Board Service | Appointed to Board effective at close of May 21, 2025 Annual Meeting |
| Independence | Not independent (CEO); Board maintains majority independence |
| Committees | No committee assignments disclosed for the CEO; Audit/Nominating/CHCM are fully independent |
| Chair Structure | Independent Chair (Sharon Wienbar) effective upon prior Chair’s retirement; strengthens oversight during CEO transition |
| Attendance | The Board held 5 meetings in 2024; all directors attended ≥75% of meetings during their service periods |
| Anti-Hedging/Pledging | Policy enforced company-wide, including directors |
| Director Compensation | Employee directors receive no additional director pay |
Dual-role implications: While McDonald is CEO and a director, separation of roles is preserved by having an independent Chair, majority-independent board, and independent committees, reducing independence concerns .
DIRECTOR COMPENSATION (Context)
| Element | 2024 Non-Employee Director Program |
|---|---|
| Cash Retainer | $70,000 |
| Equity Retainer | ~$230,000 in RSUs, 1-year vest |
| Chair/Lead/Committee Premiums | Lead Independent Director $40k; Audit Chair $25k; CHCM Chair $20k; Nominating Chair $15k |
| Employee Directors | Do not receive director pay |
COMPENSATION PEER GROUP (Benchmarking Context)
| Peer Companies |
|---|
| Bio-Rad (BIO), Bruker (BRKR), CONMED (CNMD), The Cooper Companies (COO), DENTSPLY SIRONA (XRAY), Envista (NVST), Globus Medical (GMED), Haemonetics (HAE), Hologic (HOLX), ICU Medical (ICUI), Integra LifeSciences (IART), Masimo (MASI), ResMed (RMD), STERIS (STE), Teleflex (TFX), Zimmer Biomet (ZBH) |
Independent consultant FW Cook advises the CHCM Committee; assessed as independent with no conflicts .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
| Year | Approval |
|---|---|
| 2024 | ~98% approval of NEO compensation |
Related Party Transactions and Risk Controls
- Related party oversight via formal policy; recent disclosure of director’s family member employment; independence maintained .
- Compensation risk mitigation: payout caps; double-trigger CIC; clawback; insider trading policy; anti-hedging/pledging; stock ownership requirements; independent CHCM and Audit committee oversight of non-GAAP metrics used in incentive plans .
PERFORMANCE & TRACK RECORD (2025 to date)
| Item | Detail |
|---|---|
| Strategic Actions | Sale of Dr. Comfort diabetic shoe business to Promus Equity Partners for up to $60M (upfront $45M + up to $15M earnout) |
| Guidance Updates | FY25 revenue $2.24–$2.27B; adjusted EBITDA $395–$405M; adjusted EPS $3.10–$3.25 (raised) |
| Q3 Impairment | Non-cash goodwill impairment $548M driving reported net loss; no impact to future operations |
Employment & Contracts (Change Management Context)
- Management changes continued under McDonald’s leadership; EVP Strategy & Business Development role eliminated with separation agreement terms per employment agreement (salary continuation, partial year bonus, health continuation, outplacement) .
Investment Implications
- Pay-for-performance alignment: AIP tied to net sales and adjusted EBITDA; PRSUs benchmarked to relative TSR with above-median target; anti-hedging/pledging and rigorous clawback policies strengthen alignment and governance .
- Vesting and selling pressure: RSUs vest in equal installments over 3 years and PRSUs cliff in late 2027; expect periodic vesting-related flows, subject to 10b5-1 controls and insider trading windows .
- Retention and parachute economics: Initial severance ~1x base+bonus within first year, increasing to 2x thereafter; CIC agreement at 2x and Company’s double-trigger practice provide retention while limiting single-trigger risks .
- Execution risk vs. strategy: Early portfolio streamlining (Dr. Comfort sale) supports margin and deleveraging; goodwill impairment flags valuation sensitivity to market cap/carrying values; continued delivery on organic growth and EBITDA targets under updated guidance will be key .
- Governance quality: Independent Chair, majority-independent board and fully independent committees mitigate CEO-director dual-role concerns; no director/exec pledging permitted; high 2024 say-on-pay support provides tailwind for compensation credibility .