Rajiv Vinnakota
About Rajiv Vinnakota
Independent director at ESAB since 2022 (age 54), Vinnakota serves as Chair of the Nominating and Corporate Governance Committee and is a member of the Compensation and Human Capital Management Committee . He is President of the Institute for Citizens & Scholars (since July 2019), with prior executive roles at the Aspen Institute and co‑founder/CEO of The SEED Foundation; he also has long-standing governance experience including service as a trustee of Princeton University and leadership in alumni giving . His ESAB tenure aligns with a phased de‑classification toward annual director elections in 2026 and the Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute for Citizens & Scholars | President | Jul 2019–present | Leads mission on developing citizens; broad leadership and organizational management |
| Aspen Institute | Executive Vice President, Youth & Engagement | 2015–Sep 2018 | Strategic leadership across youth and civic engagement |
| The SEED Foundation | Co‑Founder & CEO; Chairman of Board | 1997–2015; Chair 1997–2006 | Built non‑profit educational model; governance and human capital focus |
| Mercer Management Consulting | Associate | Prior to SEED | Strategy/consulting experience |
| Princeton University | Trustee; Executive Committee; National Chair of Annual Giving | Trustee 2004–2007; Exec Comm 2006–2007; Chair 2007–2009 | University governance and fundraising leadership |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Enovis Corporation (ENOV) | Director | May 2008–present | Chair, Nominating & Corporate Governance; Member, Compensation & Human Capital Management |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation & Human Capital Management Committee .
- Nominating & Corporate Governance met six times in 2024; members: Vinnakota (Chair), Allender, Jordan; all members independent .
- Compensation & Human Capital Management met six times in 2024; members: Jordan (Chair), Phillipps, Vinnakota; all members independent; uses FW Cook as independent compensation consultant (since 2022) .
- Independence: Board determined in Feb 2025 that Vinnakota is independent under NYSE standards; executive sessions of independent directors held at least twice per year .
- Attendance: Board held eight meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings during their service; all directors attended the 2024 annual meeting .
- Board evaluation: Annual self‑assessments led by the Nominating Chair (Vinnakota), with structured December–February review and actionable follow‑ups .
- Governance policies: Anti‑hedging/anti‑pledging; rigorous stock ownership requirements for directors; transition to annual elections by 2026 .
Fixed Compensation
| Component | Structure | 2024 ESAB Director Program | Vinnakota 2024 Amount |
|---|---|---|---|
| Cash retainer | Paid quarterly | Annual cash retainer increased from $90,000 to $95,000 effective Q2 2024 | $108,750 (cash fees earned) |
| Committee chair fee | Paid quarterly | $15,000 for Chairs of Compensation or Nominating & Corporate Governance; $22,500 for Audit Chair | Included in cash total as Nominating Chair |
| Equity award (annual) | 50% RSUs (1‑yr vest); 50% stock options (fully vested; 7‑yr term) | Annual equity grant value increased from $145,000 to $150,000 effective Q2 2024 | $75,000 (RSUs grant date fair value) ; $75,000 (options grant date fair value) |
| Director Deferred Compensation Plan | Optional DSUs election in lieu of cash/RSUs | DSUs convert to shares after board service; dividends payable on DSUs | No DSU election disclosed for Vinnakota in 2024 |
Notes: RSUs from the 2024 annual grant vest after one year; options are fully vested upon grant and exercisable for seven years . The annual cash/equity changes were effective beginning Q2 2024, contributing to minor prorating in 2024 cash totals .
Performance Compensation
Directors do not have performance‑conditioned equity; grants are time‑ and option‑based to align interests without operational targets .
| Instrument | Grant details | Vesting/Term | Quantity |
|---|---|---|---|
| RSUs (annual) | 2024 annual grant on May 9, 2024 | Vests one year post‑grant (May 9, 2025) | 703 RSUs |
| Stock Options (annual) | 2024 annual grant | Fully vested upon grant; 7‑year term | 1,976 options granted in 2024 |
| Outstanding director awards (12/31/2024) | Aggregate unvested RSUs and unexercised options | See quantities | 703 RSUs; 17,405 options outstanding |
Other Directorships & Interlocks
| Company | Sector relevance | Relationship to ESAB | Notes |
|---|---|---|---|
| Enovis Corporation | Former parent; diversified industrial/medtech | Pre‑spin connection; independent director | Serves as Chair, Nominating & Corporate Governance; member, Compensation at Enovis |
Compensation Committee Interlocks at ESAB: None—no member has interlocking relationships requiring disclosure under SEC rules .
Expertise & Qualifications
- Human capital management, organizational leadership, and innovation; public company board experience .
- Non‑profit sector engagement provides perspective on public policy and societal/economic issues; extensive governance experience across non‑profit boards and committees .
- Skills matrix for ESAB Board cites human capital/talent management and organizational management among strengths; diverse board composition and experience base .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Mar 18, 2025) | 24,007 shares |
| Shares outstanding (for % calc) | 60,622,272 |
| Ownership % of outstanding | ~0.040% (24,007 ÷ 60,622,272) |
| Unvested RSUs (12/31/2024) | 703 |
| Stock options outstanding (12/31/2024) | 17,405 |
| Options exercisable/vesting within 60 days (as of Mar 18, 2025) | 15,278 |
| Anti‑hedging/anti‑pledging status | Hedging and new pledging prohibited; no pledged shares by directors/executives |
| Director ownership guideline | 5× annual cash retainer; compliance within five years; all directors in compliance or grace period |
Governance Assessment
- Strengths: Clear independence; active leadership as Nominating Chair with robust board evaluation process; strong committee structures and meeting cadence (Board: 8; Nominating: 6; Compensation: 6); comprehensive anti‑hedging/anti‑pledging and ownership policies; use of independent compensation consultant (FW Cook) with 2025 independence affirmation .
- Alignment: Director equity grants (RSUs/options) support alignment; ownership building via RSUs/options and guideline of 5× cash retainer; no DSU deferral elected in 2024 (transparent cash/equity mix) .
- Shareholder signals: Strong Say‑on‑Pay support (98% in 2024), indicating investor confidence in compensation governance, though directed at NEOs .
- Potential watch items: Dual directorship at Enovis (former parent) is disclosed; ESAB affirms independence and has related‑party review policies with no transactions involving Vinnakota reported .
- RED FLAGS: None disclosed—no related‑party transactions, no hedging/pledging, no committee interlocks, and attendance thresholds met .
