Rajiv Vinnakota
About Rajiv Vinnakota
Independent director of Enovis since 2008 (age 54), currently Chair of the Nominating & Corporate Governance Committee and member of the Compensation & Human Capital Management (CHCM) Committee; his background spans senior leadership in education-focused organizations, including President of the Institute for Citizens & Scholars (2019–present), EVP at The Aspen Institute (2015–2018), and Co‑Founder/CEO of The SEED Foundation (1997–2015), with additional governance experience at Princeton University and the Meyer Foundation, emphasizing leadership development and human capital expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute for Citizens & Scholars (formerly Woodrow Wilson National Fellowship Foundation) | President | 2019–present | Leadership in education and civic scholarship |
| The Aspen Institute | Executive Vice President | 2015–2018 | Led division on youth and engagement |
| The SEED Foundation | Co‑Founder & CEO; Director; Chair of the Board | CEO 1997–2015; Director 1997–present; Chair 1997–2005 | Founded and scaled charter school network; board leadership |
| Princeton University | Trustee; Executive Committee member; National Chair of Annual Giving | Trustee 2004–2007; Exec Comm 2006–2007; Chair 2007–2009 | Alumni leadership and governance roles |
| Eugene & Agnes Meyer Foundation | Director | 2016–2019 | Nonprofit board service |
| Mercer Management Consulting | Associate | — | Management consulting experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ESAB Corporation | Director | 2022–present | Other current public board; committee roles not disclosed in ENOV proxy |
Board Governance
- Independence: Board determined Vinnakota is independent under NYSE standards; all members of Audit, CHCM, and Nominating committees are independent .
- Committees: Chair, Nominating & Corporate Governance; Member, CHCM .
- Meeting cadence (2024): Board met 5 times; Nominating met 5 times; CHCM met 4 times .
- Attendance: Each director attended at least 75% of aggregate Board/committee meetings in 2024, and all directors attended the annual meeting .
- Executive sessions: Independent directors hold at least two executive sessions per year; Lead Independent Director is Sharon Wienbar .
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 5 | Independent |
| Compensation & Human Capital Management (CHCM) | Member | 4 | Independent |
Fixed Compensation
| Component | Amount (USD) | Year | Notes |
|---|---|---|---|
| Annual cash retainer | $70,000 | 2024 | Standard non‑employee director cash retainer |
| Committee chair retainer (Nominating & Corporate Governance) | $15,000 | 2024 | Chair retainer level for Nominating committee |
| Total cash fees received (Vinnakota) | $85,000 | 2024 | Reported fees earned/paid in cash |
Performance Compensation
| Equity Type | Grant Date | Units/Shares | Grant Date Fair Value (USD) | Vesting | DSU Election |
|---|---|---|---|---|---|
| RSUs (annual director grant) | 2024 annual meeting | 4,338 | $221,889 | Vest in full on May 20, 2025 | Not indicated for Vinnakota (conversion noted for other directors only) |
- Director equity program: Annual equity valued at $230,000, granted as RSUs vesting after one year; directors may elect DSUs in lieu of cash retainers and may convert RSUs to DSUs; dividend equivalents accrue on DSUs; travel expenses reimbursed; D&O indemnity coverage provided .
- CHCM Committee oversight: CHCM sets director compensation recommendations; FW Cook engaged since 2009 as independent compensation consultant; committee affirms no compensation committee interlocks or insider participation .
Other Directorships & Interlocks
| Company | Role | Start | Interlock/Conflict Notes |
|---|---|---|---|
| ESAB Corporation | Director | 2022 | No CHCM compensation committee interlocks or insider relationships required to be reported; ESAB is disclosed as other current public board . |
Expertise & Qualifications
- Senior leadership experience as founder/CEO/president across multiple organizations .
- Extensive experience in leadership development, employee engagement, and human capital management programs .
- Familiarity and experience with Enovis’ businesses/processes through long Board tenure and committee leadership roles .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficially owned shares | 26,741 | Less than 1% of class; as of March 24, 2025 |
| DRSUs/DSUs (vested or vesting within 60 days of Mar 24, 2025) | 5,295 | Deliverable after conclusion of Board service |
| Director stock options (vested or vesting within 60 days of Mar 24, 2025) | 12,965 | Right to acquire via options |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 4,338 | Annual director grant |
| Director stock ownership guideline | 5x annual cash retainer | Must be achieved within five years of joining Board |
| Guideline compliance status | Achieved | All directors achieved ownership targets |
| Hedging/Pledging policy | Prohibited | Anti‑hedging and anti‑pledging rules for directors/executives |
Governance Assessment
- Board effectiveness: As Nominating Chair and CHCM member, Vinnakota influences Board composition, governance policies, related‑party oversight, and executive pay structures; both committees met regularly in 2024 (Nominating: 5; CHCM: 4), signaling active governance engagement .
- Independence and attendance: Affirmed independent; met ≥75% attendance threshold across Board and committees; attended annual meeting—supports investor confidence in director engagement .
- Pay and alignment: 2024 compensation mix balances cash ($85,000) and equity (RSUs $221,889; 4,338 units vesting in one year), plus robust ownership guideline (5x retainer) with confirmed compliance and prohibitions on hedging/pledging—reduces misalignment risk .
- Compensation oversight quality: CHCM employs FW Cook as independent consultant; peer group reviewed without changes; CHCM report included in proxy; clawback policy implemented in 2023 for executives—indicates structured, independent pay governance .
- Conflicts and related‑party exposure: Related‑party transaction disclosure does not identify Vinnakota; CHCM interlocks explicitly “none”—no reported conflicts tied to his roles .
RED FLAGS: None disclosed specific to Vinnakota. Anti‑hedging/anti‑pledging policies, committee independence, and ownership guideline compliance mitigate alignment and conflict risks .