Patrick Allender
About Patrick W. Allender
Patrick W. Allender (age 78) has served as an independent director of ESAB since 2022. He is the former Executive Vice President and Chief Financial Officer of Danaher Corporation (1987–2007) and previously was an audit partner at a large international accounting firm. The Board has designated him an audit committee financial expert; he chairs ESAB’s Audit Committee and serves on the Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Executive Vice President & Chief Financial Officer | 1987–2007 | Led financial reporting, risk management, strategy; deep experience with Danaher Business System |
| Large international accounting firm | Audit Partner | Dates not disclosed | Audit leadership prior to joining Danaher |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Brady Corporation | Director | Current | Audit Committee member; Corporate Governance Committee member; Chair of Finance Committee |
| Enovis Corporation (formerly Colfax) | Director | 2008–2022 (until ESAB separation) | Director; long familiarity with ESAB history prior to spin-off (Separation on April 4, 2022) |
Board Governance
- Independence: The Board determined Allender is independent under NYSE standards; he also qualifies as an audit committee financial expert .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Attendance and engagement: The Board met 8 times in 2024; each director (other than one retiree) attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold at least two executive sessions per year; independent Chairman presides .
- Board structure: Staggered board phase-out; all directors to be elected annually beginning with 2026 .
Fixed Compensation
| Component | Program Terms | 2024 Amount (Allender) |
|---|---|---|
| Annual cash retainer | $95,000 (effective Q2 2024), paid quarterly | $115,625 (fees earned/paid in cash) |
| Audit Committee Chair retainer | $22,500, paid quarterly | Included in cash fees |
| Director Deferred Comp Plan | May elect DSUs in lieu of cash fees; DSUs convert to shares after service ends | 1,083 DSUs elected in lieu of cash in 2024 |
Performance Compensation
| Equity Component | Grant Mechanics | 2024 Grant (Allender) |
|---|---|---|
| RSUs | Annual grant; vests in full after 1 year; may convert to DSUs; delivered post-service if converted | 703 RSUs; grant date fair value $75,000; vest on 5/9/2025 |
| Stock Options | Annual grant; fully vested upon grant; 7-year term | 1,976 options; grant date fair value $75,000 |
No performance-based director equity; awards are time-based RSUs and fully vested options as part of annual director compensation .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Brady Corporation | Industrial peer but no related-party transactions disclosed involving Allender; serves on audit and governance committees and chairs finance committee |
| Enovis Corporation | Historical board service; ESAB separation completed April 4, 2022; no ongoing related transactions disclosed for Allender |
Expertise & Qualifications
- Senior leadership and finance: Former EVP/CFO of Danaher; extensive M&A, capital markets, financial reporting, risk management .
- Audit and governance: Audit committee financial expert; prior audit partner; deep familiarity with ESAB Business Excellence via Danaher/Enovis experience .
- Board skills matrix: Finance/accounting/risk management; senior leadership; related industry/manufacturing; M&A/capital markets .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 109,739 shares; less than 1% of outstanding |
| Unvested RSUs outstanding | 703 |
| Director stock options outstanding | 24,683 |
| Deferred RSUs (DRSUs) | 8,111 DRSUs vested/will vest within 60 days; deliverable post-service |
| DSUs (cash deferral, 2024) | 1,083 DSUs received in lieu of cash retainers |
| Hedging/pledging | Company prohibits hedging and new pledging; no shares pledged by directors/executives |
| Ownership guidelines | Directors must own 5x annual cash retainer within 5 years; all directors in compliance or within grace period |
Governance Assessment
- Strengths: Independent audit chair with audit committee financial expert designation; strong attendance and engagement; robust anti-hedging/anti-pledging and clawback policies; meaningful equity alignment via RSUs/options and DSU elections; board moving to annual elections in 2026 .
- Pay structure: Director cash/equity mix is balanced; 2024 revisions slightly increased cash and equity values (cash retainer to $95k; equity to $150k split 50% RSUs/50% options; audit chair retainer $22.5k), supporting market competitiveness without performance risk-taking incentives for directors .
- Conflicts/related party exposure: No related-party transactions disclosed involving Allender; only disclosed related transaction was a suite rental associated with the Chairman’s ownership group in the Washington Commanders, on arm’s-length terms .
- RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, related-party transactions, or compensation anomalies for Allender .
