Shyam Kambeyanda
About Shyam Kambeyanda
Shyam P. Kambeyanda, age 54, is ESAB’s President & CEO (since May 2016) and a director (since 2022). In 2024, ESAB delivered core sales of $2.6B, core adjusted EBITDA of $510.7M, core adjusted EPS of $5.06, free cash flow of $320.5M, and a one‑year TSR of 49.3%, with 98% Say‑on‑Pay support, indicating strong pay-for-performance alignment during his tenure as CEO of the public entity post‑spin .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ESAB | President & CEO | May 2016–present | Expanded global operations, improved financial performance, and drove EBX throughout the business . |
| Enovis (formerly Colfax) | Executive Vice President | Dec 2019–Apr 2022 | Senior leadership role bridged ESAB’s pre‑Separation phase . |
| Eaton Corporation | President, Americas Hydraulics Group; multiple roles | 1995–2016 | Led Americas Hydraulics; prior roles in engineering, quality, e‑commerce, product strategy, and operations across US/Mexico/Europe/Asia . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Veralto Corporation | Director; Audit Committee member | Oct 2023–present | Veralto was spun off from Danaher in Oct 2023; Kambeyanda serves on the Audit Committee . |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $1,081,600 |
| Target Bonus (%) | 125% of base salary |
| Actual Bonus Paid ($) | $1,638,895 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Result | Payout/Impact | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (EIP) | Adjusted EBITDA | 50% | $497M | $505M | 59% weighted contribution; CFF = 104.5% | |
| Annual Incentive (EIP) | Net Sales (as adjusted) | 30% | $2.63B | $2.57B | 26% weighted contribution; CFF = 104.5% | |
| Annual Incentive (EIP) | Working Capital Turns | 20% | 5.8 | 5.7 | 19% weighted contribution; CFF = 104.5% | |
| Annual Incentive (EIP) | Individual Performance Factor (IPF) | — | — | 116% | Final payout $1,638,895 (base×target×CFF×IPF) | |
| Long-Term (PRSUs – 2024 grant) | Adjusted EPS with ±20% rTSR modifier | 50% of total LTI | — | — | PRSUs earned based on aEPS and modified by rTSR vs S&P 400 Industrials | Cliff vest after 3-year performance period |
| Long-Term (RSUs – 2024 grant) | Time-based | 25% of total LTI | — | — | — | 3-year ratable vesting starting 2/22/2025 |
| Long-Term (Options – 2024 grant) | Time-based | 25% of total LTI | — | — | 36,992 options at $93.82 strike | 3-year ratable vesting; expire 2/21/2031 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 320,486 shares; less than 1% of outstanding shares |
| Unvested RSUs (12/31/2024) | 72,257 RSUs (market value $8,666,505 at $119.94 per share) |
| Unearned PRSUs (target) | 103,315 PRSUs (market value $12,391,601 at threshold calc; company method) |
| Options Outstanding | Multiple grants incl. 36,992 (2024) at $93.82; prior grants at $61.32, $47.34, $51.96, $55.96, $46.94, $33.49; expirations span 2026–2031 |
| Ownership Guidelines | CEO must hold stock equal to 6× base salary; executives retain at least half of vested equity until thresholds met |
| Hedging/Pledging | Hedging banned; pledging prohibited post‑Separation; no shares currently pledged |
Vesting Schedules and Pending Overhang
| Grant Type | Grant Date | Units | Vesting/Details |
|---|---|---|---|
| RSUs | 2/17/2022 | 2,413 | Ratably over 3 years starting 2/17/2023 |
| RSUs | 5/12/2022 | 11,809 | Ratably over 3 years starting 5/12/2023 |
| RSUs (Promotion equity) | 5/12/2022 | 32,389 | Ratably over 3 years starting 5/12/2025 |
| RSUs | 3/8/2023 | 12,247 | Ratably over 3 years starting 3/8/2024 |
| RSUs | 2/22/2024 | 13,399 | Ratably over 3 years starting 2/22/2025 |
| PRSUs (2024 grant) | 2/22/2024 | Target 26,797 (threshold 13,399; max 53,594) | Based on aEPS with ±20% rTSR; 3-year performance; cliff vest post certification |
| Stock Options | 2/22/2024 | 36,992 | Strike $93.82; vest ratably over 3 years; expire 2/21/2031 |
| Stock Options | Prior grants | Various | Examples: 16,552 unexercisable + 33,106 unexercisable at $61.32 (exp 3/7/2030); 24,713 exercisable + 12,357 unexercisable at $47.34 (exp 5/11/2029); 12,768 exercisable + 6,385 unexercisable at $51.96 (exp 2/16/2029); 18,539 exercisable at $55.96 (exp 2/21/2028); 24,888 exercisable at $46.94 (exp 2/23/2027); 59,404 exercisable at $33.49 (exp 2/24/2026) |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Term | Initial 3-year term from 4/4/2022 (Separation), auto one‑year renewals unless notice given |
| Severance (without cause / for good reason) | 24 months of base salary; 200% of target annual bonus paid over 24 months; pro‑rata bonus for year of termination; 24 months COBRA (or until eligible elsewhere) |
| Change‑in‑Control (Double trigger) | Lump sum of 2× base salary + 2× target annual bonus upon qualifying termination within 2 years after (or 3 months before) CoC; equity per plan rules |
| Equity Acceleration (Omnibus Plan) | RSUs/options accelerate upon death/disability and, unless assumed/substituted, upon CoC; PRSUs deemed earned at greater of target or actual as of pre‑CoC and delivered immediately prior to CoC (unless assumed/substituted) |
| Clawback | NYSE Rule 10‑D‑1 compliant clawback for erroneously awarded incentive‑based comp over prior three fiscal years upon financial restatement |
| Non‑compete / Non‑solicit / Confidentiality | Standard covenants in agreement; non‑compete and non‑solicit terms applicable per agreement; non‑disparagement and confidentiality covenants |
| Tax Gross‑ups | None for CoC/severance/perquisites other than relocation benefits; 280G cutback mechanism applies |
Perquisites and Deferred Compensation (CEO)
- 2024 perquisites included private aircraft charter personal use (company cost $149,854; imputed income $22,270; no gross‑up), financial planning services $30,612; various insurance and physical exam benefits; total other compensation $302,501 .
- Nonqualified Deferred Compensation Plan: CEO deferred $33,248; company contributed $90,364; 2024 earnings $99,124; year‑end balance $784,576 .
Board Governance
- Board service: Director since 2022; no ESAB committee assignments; also serves on Veralto’s Audit Committee .
- Independence: All directors except the CEO are independent; ESAB separates Chair and CEO roles (independent Chair: Mitchell Rales) and holds at least two executive sessions annually of independent directors .
- Attendance: The Board held 8 meetings in 2024; directors met attendance expectations (≥75%) with one exception related to a retiring director .
- Director compensation: CEO receives no additional compensation for board service at ESAB .
- Anti‑pledging/hedging: Rigorous policies in place; no current pledging by directors/officers .
Performance & Track Record
- 2024 achievements: Core sales $2.6B; core adjusted EBITDA $510.7M; core adjusted EPS $5.06; adjusted FCF $320.5M; strategic acquisitions in South America and Bangladesh; industry‑leading TRIR 0.48 .
- Pay‑vs‑performance: Compensation actually paid to CEO tracked positively alongside TSR and adjusted EBITDA percentage; TSR since listing reflected in pay‑versus‑performance disclosures .
- Equity activity in 2024: CEO exercised 46,562 options (value realized $3,787,092) and 42,573 shares vested from stock awards (value realized $4,253,011), indicating ongoing equity monetization and potential liquidity needs alongside policy‑driven ownership retention .
Compensation Peer Group & Say‑on‑Pay
- Peer group used for competitive benchmarking included industrials such as IDEX, ITT, Lincoln Electric, Regal Rexnord, SPX Technologies, Timken, Nordson, Pentair, Flowserve, Watts Water, ESCO Technologies, Crane, Barnes, Kennametal, Acuity Brands, Hillenbrand, Snap‑on; with FW Cook as independent consultant .
- Say‑on‑Pay support: 98% approval at 2024 Annual Meeting; programs emphasize at‑risk pay, multiple metrics, clawback policy, no option repricing or excessive CoC payments .
Risk Indicators & Red Flags
- Hedging and pledging prohibited; no current pledging by executives .
- No repricing of underwater options without stockholder approval; minimum vesting standards apply; double‑trigger CoC; no excise tax gross‑ups .
- Section 16 reporting: One late Form 4 for Mr. Kambeyanda related to RSU vesting due to administrative delay (noted in Delinquent Section 16(A) Reports) .
Investment Implications
- Alignment: High degree of at‑risk compensation (85% for CEO) tied to adjusted EPS with rTSR modifier and multi‑metric annual plan (EBITDA, sales, working capital turns) supports shareholder value creation; robust stock ownership and clawback policies further strengthen alignment .
- Retention and severance economics: CEO’s 24‑month salary continuation plus 2× target bonus on severance and double‑trigger 2× salary+bonus on CoC provide stability but create predictable termination costs; equity acceleration under CoC adds potential event‑driven dilution/value transfer .
- Trading signals: 2024 option exercises and vesting indicate periodic liquidity events; upcoming three‑year PRSU cliffs and staggered RSU/option vesting could contribute to episodic selling pressure, mitigated by ownership retention policy .
- Governance: Dual role as CEO and director is balanced by an independent Chair and strong committee independence; external Veralto audit role adds financial oversight experience but warrants routine monitoring for time commitments and interlocks .
