Robert Lutz
About Robert S. Lutz
Robert S. Lutz (age 67) is an independent director of ESAB and a member of the Audit Committee. He has served as Senior Vice President, Finance at Danaher in an advisory role since January 2022, and previously served as Danaher’s Chief Accounting Officer (2003–2021) and VP, Audit & Reporting (2002–2003). Before Danaher, he was a partner for more than 20 years at a large international accounting firm. The ESAB Board identifies him as an Audit Committee financial expert, reflecting deep expertise in financial reporting, internal controls, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Senior Vice President, Finance (advisory) | Jan 2022–present | Advisory to global finance; perspective on DBS/internal controls |
| Danaher Corporation | Chief Accounting Officer | Mar 2003–Dec 2021 | Led internal/external reporting; maintained internal controls |
| Danaher Corporation | Vice President, Audit & Reporting | 2002–Mar 2003 | Oversaw audit and reporting |
| Large international accounting firm | Partner | >20 years | Audit/reporting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | ESAB’s proxy lists no other public company boards for Lutz |
Board Governance
- Independence: The Board affirmed Lutz qualifies as “independent” under NYSE listing standards .
- Committee assignments: Audit Committee member; identified as Audit Committee financial expert .
- Attendance and engagement: Board met 8 times in 2024; Audit Committee met 7 times; all directors attended at least 75% of Board and committee meetings during service and the 2024 annual meeting .
- Executive sessions: Independent directors hold at least two executive sessions annually, presided by independent Chairman Mitchell Rales .
- Tenure: Director since 2022 .
| Governance Metric | 2024 Value | Notes |
|---|---|---|
| Board meetings held | 8 | Company-wide; written consents twice |
| Audit Committee meetings held | 7 | Lutz is a member |
| Attendance threshold | ≥75% | Met by all directors during service (except a retired director) |
| Independence status | Independent | Affirmed by Board Feb 2025 |
Fixed Compensation
- Program changes effective Q2 2024: annual cash retainer increased to $95,000; annual equity grant value increased to $150,000 (50% RSUs vesting after one year, 50% stock options fully vested on grant, 7-year term); chair retainers set at $22,500 (Audit) and $15,000 (Compensation/Nominating). Directors may elect to receive DSUs in lieu of cash and/or RSUs; DSUs convert to shares after Board service ends .
- Stock ownership policy: Directors must own shares equal to 5x the annual cash retainer within five years; as of the proxy date, all directors were compliant or within the grace period. Anti-hedging and anti-pledging policies apply; no director had pledged shares as of the proxy date .
| 2024 Director Pay Components (Lutz) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $93,750 |
| Stock Awards (RSUs fair value) | $75,000 |
| Option Awards (fair value) | $75,000 |
| Total | $243,750 |
| DSUs received in lieu of cash retainers (units) | 879 |
Performance Compensation
- Equity structure for directors is time-based (RSUs) and options are fully vested at grant; no performance metrics (e.g., EBITDA/TSR) are tied to director compensation .
| 2024 Equity Grants (Lutz) | Quantity | Terms |
|---|---|---|
| RSUs granted May 9, 2024 | 703 | Vest in full on first anniversary of grant |
| Stock options granted 2024 | 1,976 | Fully vested on grant; 7-year term |
| Outstanding as of Dec 31, 2024 | Quantity |
|---|---|
| Unvested RSUs | 703 |
| Unexercised (director) stock options | 10,577 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None listed for Lutz |
| Committee interlocks | ESAB discloses no compensation committee interlocks or insider participation; Lutz is not on that committee |
| Network ties | Multiple ESAB directors have Danaher/Enovis backgrounds; Lutz’s Danaher role provides DBS experience (potential influence but Board affirms independence) |
Expertise & Qualifications
- Finance and accounting leadership from a multi-industry public company (Danaher), with long tenure as CAO overseeing financial reporting and internal controls .
- Audit Committee financial expert designation; skills in risk management and governance .
- Experience with Danaher Business System (DBS), relevant to ESAB’s EBX culture .
Equity Ownership
- Beneficial ownership: 17,978 shares; less than 1% of outstanding shares .
- Breakdown: 7,401 vested/vesting DRSUs deliverable after service; 10,577 director stock options exercisable (vested or vesting within 60 days). Unvested RSUs outstanding: 703 .
- Ownership guidelines: 5x cash retainer within five years; directors compliant or within grace period .
- Hedging/Pledging: Hedging prohibited; pledging restricted (no pledges as of proxy) .
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (shares) | 17,978; <1% of outstanding |
| DRSUs (vested/will vest within 60 days) | 7,401 |
| Director stock options (vested/will vest within 60 days) | 10,577 |
| Unvested RSUs outstanding | 703 |
| Stock ownership guideline | 5x annual cash retainer; compliant/in grace period |
| Hedging/Pledging status | Hedging banned; no pledging by directors/officers as of proxy |
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert status; sits on Audit Committee, which met 7 times in 2024; Board met 8 times; attendance thresholds met; annual meeting attended .
- Robust alignment policies: anti-hedging/pledging; director stock ownership requirement; DSU elections increase long-term alignment; director equity grants (RSUs/options) support ownership .
- No related-party transactions involving Lutz; Board independence affirmed; no compensation committee interlocks .
- Broader governance support: ESAB’s say‑on‑pay received 98% support in 2024, signaling investor confidence in compensation governance (context signal) .
- Potential risks/considerations:
- Multiple directors (including Lutz) have Danaher/Enovis ties; while independence is affirmed, investors should monitor potential network influence and ensure continued rigorous oversight and diverse perspectives .
- Director equity consists of time-based RSUs and fully vested options; absence of performance conditions is common for directors but reduces direct pay-for-performance linkage at the director level .
RED FLAGS: None disclosed for Lutz regarding related-party transactions, hedging/pledging, overboarding, or attendance shortfalls .
Appendix – Program Features Referenced
- Director compensation program (as of Q2 2024): cash retainer $95,000; equity $150,000 (50% RSUs vest after one year; 50% options fully vested on grant, 7-year term); chair retainers $22,500 (Audit), $15,000 (Compensation/Nominating); DSU election available; ownership guideline 5x retainer; anti-hedging/anti-pledging policies in effect .
