Patricia Lang
About Patricia Lang
Patricia A. Lang is Senior Vice President and Chief Human Resources Officer at Enovis (ENOV), appointed in January 2019 after serving as Chief People Officer at Diebold Nixdorf; prior roles include HR and operations leadership at Mylan Pharmaceuticals, Consol Energy, Mercer Consulting, and Cigna, and she holds a business degree (IT/management) from Duquesne University . Company performance context during her tenure: FY2024 adjusted EBITDA was $377M (+210 bps YoY) with adjusted EPS $2.84, and Enovis achieved $2.108B in “as-adjusted” net sales vs. a $2.141B target under the AIP framework . On pay-versus-performance framing, Enovis’ TSR value for a hypothetical $100 invested on 12/31/2019 stood at $70.12 at YE2024 versus $105.04 for its selected industry index, highlighting relative-return pressure despite internal margin progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diebold Nixdorf | Chief People Officer | Pre-2019 (appointed to ENOV Jan 2019) | Led employee-focused initiatives across the organization . |
| Mylan Pharmaceuticals | HR/Operations leadership | Not disclosed | Human capital and operations leadership roles . |
| Consol Energy | HR/Operations leadership | Not disclosed | Human capital and operations leadership roles . |
| Mercer Consulting | HR/Operations leadership | Not disclosed | Human capital and operations leadership roles . |
| Cigna | HR/Operations leadership | Not disclosed | Human capital and operations leadership roles . |
External Roles
- No public company directorships disclosed for Ms. Lang in company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $485,000 | $492,500 (salary paid); annual base set at $495,000 (+2% YoY) |
| Target Bonus (% of base) | 70% | 70% |
| Actual AIP Bonus ($) | $455,609 (CPF 122%, IPF 110%) | $331,601 (CPF 87%, IPF 110%) |
| All Other Compensation ($) | $70,979 (match/contrib., financial planning, LTD, life) | $72,240 (match/contrib. $52,089; financial planning $10,000; LTD $7,077; life $722; physical $1,632) |
Performance Compensation
- Annual Incentive Plan (AIP) metrics and outcomes (Company Performance Factor, “CPF”):
- 2023: Net Sales (as adjusted) 40%, Adjusted EBITDA 60%; CPF = 122% (Net Sales $1.693B vs $1.654B target; Adj. EBITDA $269M vs $260M target) .
- 2024: Net Sales (as adjusted) 40%, Adjusted EBITDA 60%; CPF = 87% (Net Sales $2.108B vs $2.141B target; Adj. EBITDA $377M vs $385M target) .
| AIP Metric (FY) | Weight | Threshold | Target | Maximum | Achieved | CPF Contribution |
|---|---|---|---|---|---|---|
| Net Sales (as adjusted) 2023 | 40% | $1.588B | $1.654B | $1.786B | $1.693B | 123% |
| Adjusted EBITDA 2023 | 60% | $228M | $260M | $325M | $269M | 121% |
| Weighted CPF 2023 | — | — | — | — | — | 122% |
| Net Sales (as adjusted) 2024 | 40% | $2.056B | $2.141B | $2.313B | $2.108B | 80% |
| Adjusted EBITDA 2024 | 60% | $337M | $385M | $481M | $377M | 91% |
| Weighted CPF 2024 | — | — | — | — | — | 87% |
- Long-term incentives and performance linkage:
- 2023 LTI mix: 50% PRSUs (relative TSR), 25% stock options, 25% RSUs (3-year ratable vesting) .
- 2024 LTI mix: shifted to 50% PRSUs (relative TSR) and 50% RSUs (no options), emphasizing equity and TSR alignment; PRSUs cliff vest after 3 years .
| PRSU Performance Curve (2023–2024 grants) | Threshold | Target | Maximum | Negative Absolute TSR Cap |
|---|---|---|---|---|
| 3-Year Relative TSR Percentile vs Healthcare Equipment Index | 30th = 50% payout | 55th = 100% payout | >80th = 200% payout | Max payout capped at target if absolute TSR < 0 |
- 2024 grants to Ms. Lang:
- PRSUs: 9,507 target units; grant date value $813,989 .
- RSUs: 9,507 units; grant date value $589,814 .
- RSUs vest in three equal annual installments beginning one year after grant; PRSUs cliff at 3 years subject to relative TSR .
| 2024 Grants (3/4/2024) | Units | Grant Date Fair Value ($) |
|---|---|---|
| PRSUs (target) | 9,507 | $813,989 |
| RSUs | 9,507 | $589,814 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total Beneficial Ownership (3/24/2025) | 69,142 shares; <1% of outstanding . |
| Options included (vested or vesting within 60 days) | 38,775 options counted in beneficial ownership footnote . |
| RSUs Unvested (12/31/2024) | 20,447 units; $897,214 total value (at $43.88) . |
| PRSUs Unearned (target; 12/31/2024) | 17,570 units; $719,481 estimated (Monte Carlo-based valuation) . |
| Options Outstanding (12/31/2024) | Multiple tranches with exercise prices $45.69, $64.03, $76.34, $70.88, $57.62; mix of exercisable/unexercisable . |
| Stock Ownership Guideline | SVP threshold = 3x base salary; company states all NEOs meet guidelines . |
| Hedging/Pledging | Prohibited for executives; pledged shares not allowed and do not count toward ownership . |
| 10b5-1 Plans | Pre-approval required; execs may use plans; policy restricts hedging/derivatives . |
| Clawback | NYSE/SEC-compliant recovery of erroneously awarded incentive comp upon restatement (3-year lookback) . |
Insider selling pressure/vesting cadence:
- RSUs vest ratably over three years; Ms. Lang’s 2024 RSUs begin vesting one year post-grant (first tranche in March 2025), creating predictable annual settlement that can necessitate tax-withholding share sales absent net-settled or cash arrangements .
- PRSUs cliff vest after the three-year performance period subject to relative TSR; accelerated vesting possible under death, disability, retirement (pro-rata), or change-in-control per award provisions .
Employment Terms
- Appointment/role: SVP & CHRO since January 2019; leads HR plus branding and communications .
- Employment letter: Specifies base salary, merit increase eligibility, and annual bonus opportunity; severance and benefits per company plan .
- Severance (without cause/for good reason): Lump sum = 1x base salary + 1x target bonus; 12 months COBRA; pro-rata bonus for the year of termination (subject to plan performance) .
- Change-in-control (CIC) agreement (double trigger): Lump sum = 2x base salary + 2x target bonus if terminated without cause/for good reason within two years post-CIC (or three months pre-CIC); equity treated under award terms (typically RSUs vest; PRSUs earned at greater of target vs actual-to-date) .
- Forfeiture and competitive conduct (equity): RSU/PRSU award forms permit forfeiture of unvested awards upon certain competitive, customer/employee solicitation actions (with carve-outs under California law); includes post-employment non-solicit and competition-related forfeiture for 12 months .
Estimated payments for Ms. Lang (as of 12/31/2024, stock at $43.88):
| Scenario | Cash Severance | Pro-Rata AIP | Equity Acceleration | NQDC/Pension |
|---|---|---|---|---|
| Termination w/o cause or good reason | $841,500 | $346,500 | — | — |
| Retirement | — | $346,500 | PRSUs $219,099; RSUs $480,047 | — |
| Death/Disability | — | $346,500 | PRSUs $479,654; RSUs $897,214 | — |
| CIC + qualifying termination | $1,683,000 | — | PRSUs $719,481; RSUs $897,214; Options $— (none specified) | $415,663 |
| NQDC balance (standalone) | — | — | — | $415,663 balance |
Nonqualified deferred compensation activity (2024):
| Item | Amount |
|---|---|
| Executive Contributions | $64,091 |
| Company Contributions | $13,886 |
| Aggregate Earnings | $20,906 |
| Ending Balance | $415,663 |
Compensation Structure Analysis
- Cash vs equity mix: AIP payout normalized lower in 2024 (CPF 87%) vs 2023 outperformance (CPF 122%), reducing cash bonus year-over-year . Equity remains the larger component via RSUs/PRSUs .
- Options to RSUs shift: 2023 included 25% options; 2024 removed options (50% PRSUs / 50% RSUs), lowering risk/leverage while emphasizing TSR and retention (3-year ratable RSU vesting) .
- At-risk pay and TSR alignment: PRSUs require above-median TSR (55th percentile for target); negative absolute TSR caps payout at target—constrains windfall outcomes in down markets .
- Governance terms: Robust clawback, anti-hedging/pledging, and stock ownership guidelines reinforce alignment; company asserts all NEOs comply with ownership thresholds .
Equity Ownership & Alignment (Detail Table)
| Component (12/31/2024 unless noted) | Shares/Units | $ Value |
|---|---|---|
| Beneficial Ownership (3/24/2025) | 69,142 shares; <1% of class | — |
| Options exercisable/unexercisable | See tranche schedule/prices (mix across 2019–2030 expiry) | — |
| RSUs unvested | 20,447 units | $897,214 (at $43.88) |
| PRSUs unearned (target) | 17,570 units | $719,481 (Monte Carlo estimate) |
| Ownership guidelines | SVP = 3x salary; all NEOs at/above guideline | — |
| Pledging/Hedging | Prohibited | — |
Performance & Track Record
- 2023 execution: Delivered reported sales growth and expanded adjusted EBITDA; AIP overachievement (CPF 122%) reflected broad-based operating momentum and M&A execution (including LimaCorporate signing) .
- 2024 execution: Adjusted EBITDA reached $377M (+210 bps YoY margin expansion), but sales/EBITDA under AIP targets yielded CPF 87%; safety performance and product launches (e.g., AltiVate Reverse Glenoid) were cited as positive non-financial achievements .
- Relative shareholder return: Cumulative TSR since 2019 lagged the selected industry index through YE2024 ($70.12 vs $105.04 on $100 base), underscoring the importance of TSR-linked PRSUs to drive alignment .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~98% approval in both 2023 and 2024, signaling strong investor endorsement of the compensation program’s structure and alignment .
Compensation Peer Group (for benchmarking context)
- Peer set includes Bio-Rad, Bruker, CONMED, Cooper Companies, DENTSPLY SIRONA, Envista, Globus Medical, Haemonetics, Hologic, ICU Medical, Integra LifeSciences, Masimo, ResMed, STERIS, Teleflex, Zimmer Biomet (used for competitive perspective) .
Risk Indicators & Red Flags
- Positive controls: Clawback policy (restatement-triggered recovery), anti-hedging/pledging, pre-approved Rule 10b5-1 plans, and stock ownership guidelines reduce misalignment risk .
- No severance tax gross-ups; perquisites are modest (e.g., financial planning), with quantified disclosure in “All Other Compensation” .
- Equity award forfeiture tied to competition/solicitation mitigates post-employment risk; California carve-out observed, consistent with state law limits .
Investment Implications
- Alignment: Ms. Lang’s incentive plan heavily ties to company Net Sales and Adjusted EBITDA annually, and to multi-year relative TSR via PRSUs—supportive of pay-for-performance; ownership guidelines and hedging/pledging prohibitions further align interests .
- Retention and selling pressure: 3-year ratable RSU vesting and 3-year cliff PRSUs create predictable vesting over 2025–2027, which can drive periodic tax-withholding sales but also supports retention; CIC protections (2x base+bonus) are standard and double-triggered, limiting excessive parachute risk .
- Program evolution: 2024’s elimination of options (50/50 PRSU/RSU) reduces compensation volatility and emphasizes TSR and retention—constructive in a period of relative TSR underperformance versus the index .
- Execution watch items: Continued delivery against sales growth and EBITDA expansion targets is key to restoring AIP payouts to target levels and improving TSR outcomes; 2024 CPF at 87% highlights the bar for annual performance .