Andrew Pierce
About Andrew Pierce
Independent director appointed July 14, 2025; serves on the Audit Committee. Pierce is Group President, MedSurg & Neurotechnology at Stryker Corporation since August 2019 and has been with Stryker since 1996 in multiple leadership roles (Endoscopy President; VP/GM Surgical & Neuro Spine ENT; VP/GM Craniomaxillofacial) . The Board determined he is independent under NYSE rules and Rule 10A‑3; his initial term runs until the 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | Group President, MedSurg & Neurotechnology | Aug 2019–present | Senior leadership of global medtech businesses |
| Stryker – Endoscopy | President | Not disclosed (prior role) | Division leadership |
| Stryker – Surgical & Neuro Spine ENT | Vice President & General Manager | Not disclosed (prior role) | Business unit leadership |
| Stryker – Craniomaxillofacial | Vice President & General Manager | Not disclosed (prior role) | Business unit leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Not disclosed | No other public company directorships disclosed in appointment filing | — | — |
Board Governance
- Committee assignments: Audit Committee member effective July 14, 2025; Audit Committee composition updated to Tsingos (Chair), Huennekens, Pierce .
- Independence: Board determined Pierce is independent under NYSE and meets Rule 10A‑3 audit committee independence standards .
- Term and elections: Appointed to serve until the 2026 Annual Meeting when all directors stand for election .
- Director stock ownership policy: Must reach 5x annual cash retainer in Envista common stock within 5 years; includes RSUs and certain indirect holdings .
- Hedging/pledging: Directors prohibited from pledging company shares or engaging in derivatives/hedging of company securities .
- Board/committee cadence context (2024): Board met 9 times; Audit met 8; all directors in 2024 attended ≥75% of meetings; Pierce joined in 2025, so 2024 attendance is not applicable to him .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly |
| Audit Committee Chair Cash Retainer | $25,000 | Not applicable to Pierce (member, not chair) |
| Board Chair Cash Retainer | $75,000 | Not applicable |
| Meeting Fees | $2,000 per meeting beyond 20 per calendar year | Applies aggregate across Board/committees |
| Eligibility upon appointment | Pro‑rated cash retainer for remainder of 2025 | Standard non‑employee director terms |
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU Award | $200,000 effective for 2025 awards | RSUs vest on first anniversary of grant; settlement at vest or deferred per election | Directors receive annual equity award immediately after annual meeting; Pierce appointed post‑meeting and is eligible under standard plan |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to non‑employee director compensation at Envista; program is cash and time‑vested equity only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed at time of appointment |
| Related‑party transactions | Company states no transactions requiring Item 404(a) disclosure for Pierce |
| Indemnification | Entered standard indemnification agreement; form filed with 8‑K |
Expertise & Qualifications
- Deep medical technology operating experience across multiple surgical and neurotechnology businesses at Stryker; long‑tenure operator since 1996 .
- Audit Committee membership at Envista indicating governance and risk oversight responsibilities; Board assessed independence for audit committee .
- Broader governance context: Audit Committee oversees financial reporting, internal controls, legal/compliance, and risk; operates under NYSE‑compliant charter .
Equity Ownership
| Date | Filing | Beneficial Ownership | Notes |
|---|---|---|---|
| 07/16/2025 | Form 3 (Initial Statement) | No securities beneficially owned | Filed upon appointment (event date 07/14/2025); signature via POA |
| Policy requirement | Stock ownership guideline | 5x annual cash retainer within 5 years of initial appointment | Beneficial ownership includes RSUs and certain indirect holdings |
| Restrictions | Hedging/Pledging | Prohibited for directors and executives | Alignment measure |
Governance Assessment
- Positives: Independent director with substantial medtech operating experience; immediate placement on Audit Committee enhances board financial and compliance oversight . Strong alignment policies (5x retainer ownership guideline; hedging/pledging prohibited) support investor confidence . No related‑party transactions disclosed upon appointment .
- Watch items: Initial Form 3 shows no beneficial ownership at appointment—typical for new directors but monitor progress toward ownership guideline over the 5‑year window . Pierce is a senior executive at Stryker; while no Item 404(a) transactions were disclosed, investors should monitor for potential competitive or commercial overlaps that could raise perceived conflicts over time .
- Compensation structure quality: Director pay is majority equity with simple, transparent program; 2025 equity retainer increased to keep pace with market while remaining below consultant’s recommended level—suggests prudent pay governance .