Sharon Wienbar
About Sharon Wienbar
Sharon Wienbar (age 63) has served on Enovis’ Board since 2016; she is independent, served as Lead Independent Director, and has been appointed Chair of the Board effective at the 2025 Annual Meeting following the CEO’s retirement . Her background includes venture capital leadership at Scale Venture Partners (Partner, 2001–2018), operating leadership at Hackbright Academy (CEO, 2015–2016), and prior executive roles at Adobe and Bain, with extensive M&A, technology and board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scale Venture Partners | Partner | 2001–2018 | Led VC investments, served on boards of public/private portfolio companies |
| Hackbright Academy | Chief Executive Officer | 2015–2016 | Led engineering training company for women |
| Everyday Health, Inc. | Director | 2014–2016 | Public company board service |
| Glu Mobile, Inc. | Director | 2007–2008 | Public company board service |
| Adobe Systems; Bain & Company | Executive; Consultant | Prior to VC career | Technology/operator and strategy experience |
| Microsoft Inc. venture advisory committee | Advisor | Not disclosed | Venture advisory participation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Resideo Technologies, Inc. | Director | Current | Public board; tech/consumer products |
| Ingram Micro Holding Corporation | Director | Current | Public board; global IT distribution |
| Covetrus, Inc. | Director | 2020–2022 | Prior public company board |
| Planned Parenthood Direct (formerly Kaleido Health) | Director | 2016–present | Private women’s health app |
Board Governance
- Independence: Board determined Wienbar is independent under NYSE standards; she chairs independent executive sessions as Lead Independent Director .
- Roles: Member, Compensation & Human Capital Management (CHCM) Committee; Lead Independent Director; appointed Chair of the Board effective at Annual Meeting (succeeds CEO-Chair structure) .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of Board/committee meetings and the 2024 annual meeting .
- Committee cadence: CHCM met 4 times in 2024; Nominating & Corporate Governance met 5; Audit met 8 .
- Governance policies: Majority voting, anti-hedging and anti-pledging, clawback policy (2023), robust director stock ownership requirements, mandatory retirement at 75 (subject to waiver) .
Fixed Compensation
| Component | 2024 Amount | Detail | Vesting/Timing |
|---|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director retainer | |
| Lead Independent Director retainer | $40,000 | Role-based cash retainer | |
| Total cash fees (2024) | $110,000 | Reported for Wienbar in 2024 director comp table | |
| Annual equity (RSUs) | $221,889 | Grant of 4,338 RSUs at 2024 annual meeting; converted to DSUs at director’s election | |
| RSU vest date | — | RSUs/DSUs from 2024 annual grant vest in full on May 20, 2025 | |
| 2025 Chair retainer | $150,000 | Prorated in 2025; replaces Lead Independent Director retainer |
Performance Compensation
| Metric | Applies to Director Grants? | Design/Notes |
|---|---|---|
| Performance metrics (revenue, EBITDA, TSR, ESG) | No | Non-employee director equity consists entirely of time-based RSUs/DSUs; no performance conditions disclosed |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Resideo Technologies, Inc.; Ingram Micro Holding Corporation |
| Prior public boards | Covetrus, Inc. (2020–2022); Everyday Health, Inc.; Glu Mobile, Inc. |
| Compensation committee interlocks | None; CHCM members (including Wienbar) have no reportable interlocking or insider relationships |
| Potential interlocks/conflicts | None disclosed relating to suppliers/customers; related-person transactions section lists no Wienbar-related items |
Expertise & Qualifications
- Extensive executive leadership in software/technology, venture capital, and strategic partnerships; significant M&A experience focused on emerging tech .
- Public company board leadership experience; Lead Independent Director and incoming Chair at Enovis .
- Prior operator/consultant roles (Adobe; Bain) and participation on a venture advisory committee .
Equity Ownership
| Measure | Value | Breakdown/Notes |
|---|---|---|
| Total beneficial ownership | 39,964 shares | As of March 24, 2025 |
| Ownership % of shares outstanding | <1% | “*” indicates less than 1% per proxy |
| Vested/near-vest DSUs/DRSUs within 60 days | 21,664 units | Deliverable post-service; counted in director beneficial ownership footnote |
| Options exercisable/within 60 days | 18,300 shares | Director options included in beneficial ownership footnote |
| Unvested RSUs (as of 12/31/2024) | 4,338 | Outstanding director RSUs from 2024 grant |
| Stock ownership guideline | 5x annual cash retainer | Applies to all non-employee directors |
| Guideline compliance | Achieved | All directors met targets as of proxy date |
| Hedging/Pledging | Prohibited | Company policy bans hedging and pledging for directors |
| Shares pledged | None | Prohibited; pledged shares do not count toward guidelines |
Governance Assessment
- Strengths: Clear independence; service as Lead Independent Director and appointment as independent Chair enhance oversight, executive session leadership, and evaluation of management performance . CHCM membership with independent consultant FW Cook and no interlocks supports pay oversight and risk mitigation . Strong director ownership guidelines with full compliance, and anti-hedging/anti-pledging/clawback policies align interests and reduce risk .
- Engagement: Board met 5 times in 2024; all directors met ≥75% attendance and attended the annual meeting; CHCM met 4 times—consistent cadence for compensation oversight .
- Compensation alignment: Director pay is standard (cash retainer + time-based RSUs/DSUs); role-based cash for LID and incoming Chair. Equity vests annually; no performance-linked director equity—common practice that balances independence with alignment via ownership requirements .
- Conflicts/Related-party: No related-party transactions or interlocks involving Wienbar disclosed; the only related-party item is unrelated (employee who is the son of another director) .
- RED FLAGS: None disclosed—no hedging/pledging, no tax gross-ups, no director-related party transactions, and majority voting standard applies. Mandatory retirement at 75 aids board refreshment while allowing waiver flexibility .
Signal: The Board’s decision to appoint Wienbar as independent Chair reflects confidence in her governance leadership and experience, and is supportive of investor expectations for robust independent oversight .