Didier Teirlinck
About Didier Teirlinck
Independent Class I director of ESAB since 2022; age 68. Former Executive Vice President of Ingersoll Rand’s Climate segment, with extensive international operating experience in industrial manufacturing and sustainability; currently serves on ESAB’s Audit Committee. The Board determined he is independent under NYSE listing standards in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingersoll Rand | Executive Vice President, Climate Segment | Nov 2013–2017 | Oversaw global climate businesses, enhancing competitive position and market share |
| Ingersoll Rand | Strategic Advisor to CEO | 2017–Sep 2018 | Advised CEO; retired Sep 2018 |
| Ingersoll Rand | President, Climate Control (Europe) | 2005–2009 | Led European climate operations |
| Ingersoll Rand | President, Global Climate Solutions Sector | 2009–2013 | Led global climate solutions businesses |
| Volvo Construction Equipment | President, Compact Business Line (Worldwide) | Prior to 2005 | Led global compact equipment business |
| DANISCO Flexible Group | General Manager, Southern Europe | Prior to Volvo role | Led regional flexible packaging operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enovis Corporation (formerly Colfax) | Director | Sep 2017–Apr 2022 (until ESAB separation) | Long-term familiarity with ESAB’s business system and governance |
| Other public company boards | None | — | No current public board interlocks |
Board Governance
| Attribute | Detail |
|---|---|
| Board Class | Class I; current term expires at 2026 annual meeting |
| Independence | Independent (affirmed Feb 2025) |
| Committees | Audit Committee member |
| Committee Financial Expert | Audit committee financial experts designated: Allender and Lutz (not Teirlinck) |
| Board Meetings | 8 meetings in 2024; directors attended ≥75% of aggregate Board and committee meetings, and all attended 2024 annual meeting |
| Executive Sessions | Independent directors hold at least two per year; chaired by independent Board Chair |
| Director Compensation Policy Updates | Cash retainer increased to $95,000; equity grant to $150,000; Audit Chair retainer to $22,500 (effective Q2 2024) |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $93,750 |
| Stock Awards (RSUs grant-date fair value) | $75,000 |
| Option Awards (grant-date fair value) | $75,000 |
| Total | $243,750 |
| Director Compensation Structure (effective Q2 2024) | Terms |
|---|---|
| Annual Cash Retainer (non-chair) | $95,000 |
| Annual Equity Award Value | $150,000 |
| RSUs (annual grant) | 703 RSUs; vest after one year |
| Stock Options (annual grant) | 1,976 options; fully vested upon grant; 7-year term |
| Chair Retainers | Audit Chair $22,500; Comp or Nominating Chair $15,000 |
| Deferred Stock Units (DSUs) Election | Permitted in lieu of cash/RSUs; DSUs convert post-service; cash dividends paid on DSUs if declared |
Notable elections: Teirlinck elected DSUs in lieu of part of cash retainer (879 DSUs) and elected DSUs in lieu of RSUs from the 2024 annual grant (vesting aligns to underlying RSUs) .
Performance Compensation
| Equity Vesting and Metrics (Directors) | Detail |
|---|---|
| RSUs | Time-based; vest after one year of Board service |
| Options | Fully vested at grant; exercisable for seven years |
| Performance Metrics | None applicable to director equity; no PSUs for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Enovis Corporation Director (2017–2022) |
| Interlocks | No compensation committee interlocks; no insider participation |
| Related-party transactions | None disclosed for Teirlinck; only disclosed related party in 2024 involved facility suite rental tied to Board Chair (arm’s-length) |
Expertise & Qualifications
- Public company board experience; broad international operating background; related industry/manufacturing; innovation; organizational management; finance/accounting/risk; corporate responsibility .
- Long career in industrial environments with experience in continuous improvement, lean manufacturing, and implementing operating systems (relevant to ESAB Business Excellence) .
Equity Ownership
| Ownership Snapshot (as of Mar 18, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 25,477 (<1% of outstanding) |
| Composition detail (within 60 days of Mar 18, 2025) | 7,248 DRSUs; 18,229 shares via director options exercisable/will vest within 60 days |
| Year-end 2024 unvested RSUs (director) | 703 RSUs |
| Director Stock Options outstanding (Dec 31, 2024) | 20,429 options (director options fully vested upon grant) |
| Hedging/Pledging | Company prohibits hedging; prohibits new pledging; no shares pledged by directors/officers |
| Ownership Guidelines (Directors) | Required to own 5× annual cash retainer within 5 years; all directors compliant or within grace period |
Governance Assessment
- Independence and engagement: Independent director with meaningful industrial and sustainability expertise; attended ≥75% of Board/committee meetings and the annual meeting, supporting engagement and process integrity .
- Financial oversight: Active Audit Committee member; while not designated a “financial expert,” committee has two financial experts (Allender, Lutz), and held seven meetings in 2024 with robust private sessions and control reviews—strengthening financial reporting oversight .
- Alignment and policy safeguards: Director compensation is balanced across cash and equity; DSU elections increase long-term alignment. Strong anti-hedging/anti-pledging/clawback policies and rigorous stock ownership requirements enhance investor protection .
- Conflicts and interlocks: No related-party transactions or compensation committee interlocks involving Teirlinck disclosed; no current external public board ties that could create supply/customer conflicts (current other public boards: none) .
- Shareholder signals: ESAB’s 2024 Say-on-Pay received 98% support, reflecting favorable investor sentiment towards compensation governance, indirectly supporting board oversight credibility .
Red Flags: None disclosed specific to Teirlinck (no pledging/hedging, no related-party dealings, no overboarding under ESAB guidelines) .
