Mark Nance
Envista HoldingsAbout Mark Nance
Mark E. Nance, age 57, is Senior Vice President, General Counsel and Secretary of Envista, serving in this role since September 2019; previously he was Chief Legal Officer at INSYS Therapeutics (Oct 2018–Jul 2019), Special Advisor at FIPRA International (Jul 2017–Jul 2019), SVP and Global General Counsel at Mylan N.V. (Apr 2012–May 2017), and General Counsel at GE Healthcare Medical Diagnostics and GE Healthcare Life Sciences; he has also held roles in government including the U.S. Federal Trade Commission . Envista’s executive pay design ties variable compensation to core sales growth (50%), adjusted EBITDA margin (40%), and free cash flow ratio (10%) in the annual plan, with PSUs vesting over three years and modified by relative TSR, providing direct alignment to stock performance . In 2025, his base salary was increased to $575,000 (+9.5%) and his LTI target to $1,500,000 (+30.4%), reflecting peer alignment and performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Envista Holdings Corporation | SVP, General Counsel & Secretary | Sep 2019–present | Senior legal officer for Envista |
| INSYS Therapeutics, Inc. | Chief Legal Officer | Oct 2018–Jul 2019 | Led legal function at pharma company |
| FIPRA International, Ltd. | Special Advisor | Jul 2017–Jul 2019 | Advisory role in public affairs |
| Mylan N.V. | SVP & Global General Counsel | Apr 2012–May 2017 | Global legal leadership at pharma company |
| GE Healthcare Medical Diagnostics | General Counsel | Not disclosed | Division legal leadership |
| GE Healthcare Life Sciences | General Counsel | Not disclosed | Division legal leadership |
| U.S. Federal Trade Commission | Leadership role (unspecified) | Not disclosed | Government service |
External Roles
| Organization | Role | Years |
|---|---|---|
| FIPRA International, Ltd. | Special Advisor | Jul 2017–Jul 2019 |
| U.S. Federal Trade Commission | Leadership role (unspecified) | Not disclosed |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 (as disclosed for changes) |
|---|---|---|---|---|
| Base Salary ($) | $525,000 | $525,000 | $525,000 | $575,000 (+9.5%) |
| All Other Compensation ($) | $54,598 | $67,956 | $39,275 | — |
| Total ($) | $1,654,035 | $1,543,140 | $3,103,878 | — |
| Annual Cash Incentive Opportunity (2024) | Threshold ($) | Target ($) | Maximum ($) | Actual Paid ($) |
|---|---|---|---|---|
| ICP (Company + Personal factors) | $137,813 | $367,500 | $735,000 | $424,463 |
Notes: • The 2024 ICP target dollar amount implies a 70% target bonus as a percent of base salary ($367,500 ÷ $525,000), based on cited base and target values .
• 2025 target annual bonus percentages were not increased; ICP metrics and weightings remained consistent with 2024 .
Performance Compensation
| Annual Plan Metrics (ICP) | Weighting | Performance Measurement | Vesting/Timing |
|---|---|---|---|
| Core Sales Growth | 50% | Company and operating unit performance; non-GAAP measure per Appendix A | Annual cash award |
| Adjusted EBITDA Margin | 40% | Company and operating unit performance; non-GAAP | Annual cash award |
| Free Cash Flow Ratio | 10% | Company-wide free cash flow ratio; non-GAAP | Annual cash award |
| 2024 Long‑Term Incentive Awards (Granted) | Grant Date | Quantity | Exercise/Strike ($) | Expiration | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options (Annual) | 2/25/2024 | 29,640 | $22.65 | 2/25/2034 | $287,597 |
| RSUs (Annual) | 2/25/2024 | 12,695 | — | — | $287,542 |
| RSUs (One‑time) | 2/25/2024 | 8,835 | — | — | $200,113 |
| PSUs (Annual) – Threshold/Target/Max | 2/25/2024 | 8,756 / 23,350 / 46,700 | — | 3‑yr performance period | $575,111 |
| Performance Stock Options (One‑time) | 8/25/2024 | 95,240 | $18.70 | 8/25/2034 | $764,777 |
| Outstanding Equity Awards at FY‑End (12/31/2024) | Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Strike ($) | Expiration | Unvested RSUs (#) | RSU MV ($) | Unearned PSUs (#) | PSU MV ($) |
|---|---|---|---|---|---|---|---|---|---|
| Stock Options | 8/25/2024 | — | 95,240 | $18.70 | 8/25/2034 | — | — | — | — |
| Stock Options | 2/25/2024 | — | 29,640 | $22.65 | 2/25/2034 | — | — | — | — |
| RSUs | 2/25/2024 | — | — | — | — | 12,695 | $244,887 | — | — |
| RSUs | 2/25/2024 | — | — | — | — | 8,835 | $170,427 | — | — |
| PSUs | 2/25/2024 | — | — | — | — | — | — | 11,675 | $225,211 |
| Stock Options | 2/25/2023 | 4,970 | 9,940 | $38.25 | 2/25/2033 | — | — | — | — |
| RSUs | 2/25/2023 | — | — | — | — | 4,140 | $79,861 | — | — |
| PSUs | 2/25/2023 | — | — | — | — | — | — | 5,640 | $108,796 |
| Stock Options | 2/25/2022 | 8,626 | 4,314 | $48.52 | 2/25/2032 | — | — | — | — |
| RSUs | 2/25/2022 | — | — | — | — | 1,547 | $29,842 | — | — |
| PSUs | 2/25/2022 | — | — | — | — | — | — | 4,215 | $81,307 |
| Stock Options | 2/25/2021 | 34,610 | — | $37.94 | 2/25/2031 | — | — | — | — |
| Stock Options | 2/25/2020 | 25,074 | 8,358 | $26.50 | 2/25/2030 | — | — | — | — |
| RSUs | 2/25/2020 | — | — | — | — | 2,265 | $43,692 | — | — |
| Stock Options | 7/15/2019 | 17,717 | — | $27.05 | 7/15/2029 | — | — | — | — |
Vesting structure: Annual stock options and time‑based RSUs vest ratably over three years; PSUs vest based on identified performance measures over a three‑year performance period and include a relative TSR modifier .
Company used $19.29 per share as of 12/31/2024 to value equity accelerations in termination scenarios .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 14, 2025) | Number of Shares | Percent of Shares Outstanding |
|---|---|---|
| Mark Nance | 160,501 (includes 37,366 shares held, options to acquire 118,519 shares, and 4,616 notional shares in DCP/ECP) | <1% (Envista total shares outstanding: 169,467,689) |
| Ownership Guidelines & Policies | Requirement / Status |
|---|---|
| Stock ownership guideline (SVP) | 2× base salary; compliance confirmed for all NEOs as of 12/31/2024 |
| Pledging | Prohibited for directors and executive officers |
| Hedging | Prohibited for employees and directors |
| Equity grant timing | Annual grants on Feb 25; off‑cycle grants effective the 25th of any month when approved |
Employment Terms
| Agreement / Policy | Key Terms |
|---|---|
| Proprietary Interest Agreements | Non‑compete for 12 months post‑termination; non‑solicit of employees or independent contractors for 24 months; confidentiality and non‑disparagement; IP assignment to company |
| Letter Agreement | Provides base salary, target bonus levels, eligibility for equity awards, deferred compensation and benefit plans (filed as SEC exhibits) |
| Severance & Change‑in‑Control Plan (All NEOs) | Severance Multiple: 1.0× for NEOs (2.0× for CEO); cash severance equals multiple × (base salary + target bonus); pro‑rated annual bonus; lump‑sum benefits continuation (up to 18 months); under CIC within 24 months, Multiple increases by 0.5×, full vesting of unvested equity (PSUs at target), 18 months of COBRA benefit; double‑trigger for CIC benefits |
| Clawback (Recoupment) | For material restatements (Big R/little r) up to 3 years; potential reimbursement up to entire amount if fraud/intentional misconduct; forfeiture provisions for gross misconduct in equity and deferred plans |
| Estimated Termination Benefits for Mark Nance (as of 12/31/2024) | Termination w/o Cause or with Good Reason (No CIC) | Termination w/o Cause or with Good Reason (Following CIC) | Retirement | Death |
|---|---|---|---|---|
| Acceleration of unvested stock options ($) | — | — | — | $56,192 |
| Acceleration of unvested RSUs ($) | — | $568,708 | — | $393,921 |
| Acceleration of unvested PSUs ($) | — | $830,627 (PSUs at target) | — | $457,848 |
| Acceleration of DCP/ECP Balance ($) | — | — | — | $28,896 |
| Benefits continuation ($) | $6,983 | $10,475 | — | — |
| Cash severance ($) | $892,500 | $1,338,750 | — | — |
| Total ($) | $899,483 | $2,748,560 | — | $936,857 |
| Deferred Compensation Elections (Mark Nance) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary deferred into DCP ($) | $52,500 | $52,500 | $0 |
| Non‑equity incentive comp deferred ($) | $129,938 | $43,510 | $0 |
| ECP eligibility | Eligible (excess contributions in notional Envista shares) | Eligible | Eligible |
Additional Context
- Officer role confirmation: Mark Nance signed multiple 8‑Ks and the Conflict Minerals SD as SVP, General Counsel and Secretary in 2025 (Jun 12, Oct 29; May 30) .
- 2025 Compensation developments: Base salary increases; LTI mix for NEOs (50% PSUs, 25% options, 25% RSUs); PSUs vest over a three‑year period; annual ICP metrics retained with same weights .
Investment Implications
- Strong alignment to performance: Majority of NEO compensation at Envista is variable and performance‑based; for non‑CEO NEOs, ~71% of annual total target compensation is variable, with LTI comprising PSUs/options/RSUs and ICP focused on growth, margin, and cash generation—this structure aligns pay to value creation and TSR outcomes .
- Retention considerations: 2025 increases to Nance’s base ($575,000; +9.5%) and LTI target ($1,500,000; +30.4%) signal market alignment and retention focus; options/RSUs vest ratably over three years and PSUs over three years, supporting continued tenure but creating periodic vesting events .
- Change‑of‑control economics: Double‑trigger CIC protection (Multiple +0.5×, full vesting at target for PSUs) and an estimated $2.75 million total benefit for Nance under CIC as of 12/31/2024 suggest moderate CIC payout sensitivity and equity acceleration risk in a transaction .
- Ownership and risk controls: Compliance with 2× salary ownership guideline, prohibition on pledging/hedging, and a robust clawback policy reduce misalignment and governance risk; Nance’s beneficial ownership is <1% of shares outstanding, with 160,501 shares beneficially owned including options and notional balances .
- Near‑term trading dynamics: As of 12/31/2024, sizable outstanding awards (e.g., 95,240 options at $18.70 expiring 2034; 12,695 and 8,835 unvested RSUs; PSUs across 2022–2024 cycles) may contribute to scheduled selling around vest dates; 12/31/2024 valuation used $19.29/share for termination modeling, making the 8/25/2024 options in‑the‑money at year‑end while several older grants remained out‑of‑the‑money .