Robert Befidi
Envista HoldingsAbout Robert Befidi
Robert Befidi, age 51, joined Envista in August 2023 and serves as President, Diagnostics; he previously led 3M Company’s Separation and Purification Sciences Division (Jan 2020–Aug 2023) and held senior roles in 3M’s Medical Solutions Division (Nov 2018–Jan 2020) . During his Envista tenure to date, company performance included 2024 core sales growth of (1.5)% and adjusted EBITDA margin of 11.8%, with free cash flow of $302.8M (+35% YoY) and a cumulative TSR value of $65.08 on a fixed $100 investment measured under SEC “Pay vs Performance” rules; 2024 GAAP net loss was $1,118.6M largely driven by non-cash items .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3M Company | President, Separation and Purification Sciences Division | Jan 2020–Aug 2023 | Led a global filtration technology leader, overseeing strategy and operations |
| 3M Company | Vice President, Global Solutions, Medical Solutions Division | Nov 2018–Jan 2020 | Drove global solutions for the Medical Solutions division |
| 3M Health Care Business Group | Senior executive roles (Marketing, Strategy, M&A, Data Security & Compliance) | Not disclosed | Broad functional leadership across growth, corporate development, and compliance |
| Various sectors | Roles in private equity, consulting, tech, investment banking research, healthcare, insurance | Not disclosed | Diverse cross-industry experience pre-3M |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or committee roles disclosed for Befidi |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $550,000 (subject to periodic review) | |
| Target Bonus % (ICP) | 70% of base salary | |
| 2024 Actual Bonus Paid | $334,950 (87% of target) | |
| Sign‑on Bonus | $600,000 (subject to 6‑month and 12‑month clawback triggers) | |
| Relocation Allowances | Customary allowances, if necessary | |
| All Other Compensation (2024) | $13,800 | |
| Deferred Compensation (2024) | Salary and bonus deferrals: $0 to DCP |
Performance Compensation
Annual Incentive (ICP) – 2024 Design, Targets, Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Outcome/Comments |
|---|---|---|---|---|---|---|
| Core Sales Growth (YoY %) | 50% | (3.8)% | (1.8)% | 0.2% | (1.5)% | Company revised ICP targets mid‑year; actual core sales −1.5% |
| Adjusted EBITDA Margin (%) | 40% | 9.6% | 11.6% | 13.6% | 11.8% | Company delivered 11.8% margin |
| Adjusted FCF / Adjusted Net Income (%) | 10% | 85% | 105% | 135% | Not separately disclosed under revised ICP | Metric unchanged from original ICP; rolled into CFF |
| Envista CFF (Company Financial Factor) | — | — | — | — | 105% | Revised 2024 ICP company CFF |
| Diagnostics CFF | — | — | — | — | 69% | Business‑unit CFF for Befidi’s segment |
| Befidi Weighted CFF | — | — | — | — | 87% | 50% Diagnostics (69%) + 50% Envista (105%) = 87% |
| Personal Performance Factor (PPF) | — | — | — | — | 1.0x | Befidi PPF = 100% |
| Payout (% of Target) | — | — | — | — | 87% | Befidi payout 87% of target; $334,950 |
Long‑Term Incentive Awards (LTI) – Structure and 2024 Grants
| Award Type | Grant Date | Share/Unit Count | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Stock Options (Annual) | 2/25/2024 | 21,910 | $22.65 | Ratable over 3 years (annual anniversaries) | $212,593 |
| RSUs (Annual) | 2/25/2024 | 9,385 | — | Ratable over 3 years (annual anniversaries) | $212,570 |
| PSUs (Annual Target) | 2/25/2024 | 17,260 (Tgt); 6,473 (Thr); 34,520 (Max) | — | 3‑yr performance; goals: core sales growth, adj. EBITDA margin; modifier: relative TSR vs S&P 400 Health Care | $425,114 |
| Performance Stock Options (One‑time) | 8/25/2024 | 70,400 | $18.70 | 100% cliff at 3 years AND stock price +33% from grant (≥$24.87) sustained 20 consecutive trading days | $565,312 |
| LTI Target Value (Annual) | Policy | $850,000 | — | Mix: ~50% PSUs, 25% Options, 25% RSUs for NEOs | Policy disclosure |
PSUs are contingent on core sales growth and adjusted EBITDA margin with an independent goal structure, and are further adjusted by relative TSR versus the S&P 400 Health Care Sector Index over the three‑year period . Annual equity grants occur on February 25 each year per policy .
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Holder | Shares Held | Options Exercisable within 60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Robert Befidi | 9,837 | 7,303 | 17,140 | <1% (“*”) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Grant Date | Status | Quantity | Market/Instrinsic Value Basis |
|---|---|---|---|---|
| Performance Stock Options | 8/25/2024 | Unearned (performance) | 70,400 | Exercise $18.70; vest only if +33% price sustained 20 days |
| Stock Options (Annual) | 2/25/2024 | Unexercisable | 21,910 | Exercise $22.65; ratable vesting over 3 years |
| RSUs (Annual 2024) | 2/25/2024 | Not vested | 9,385 | Market value $181,037 at $19.29/share |
| PSUs (Annual 2024) | 2/25/2024 | Unearned | 8,630 | Market/payout value $166,473 at $19.29 basis |
| RSUs (One‑time 2023) | 8/25/2023 | Not vested | 22,574 | Market value $435,452 |
| RSUs Vested in 2024 | Various | Vested | 11,286 | Value realized $211,048 |
- Stock ownership guidelines: SVPs must hold 2× base salary; all NEOs in compliance as of Dec 31, 2024 (beneficial ownership includes unvested RSUs; excludes PSUs and unexercised options) .
- Pledging and hedging: Prohibited for directors and executive officers .
Employment Terms
| Term | Befidi‑Specific Details | Source |
|---|---|---|
| Employment Start | August 2023 (President, Diagnostics) | |
| Letter Agreement (Comp Terms) | Base salary $550,000; ICP target 70%; annual LTI target $850,000; one‑time cash $600,000 (clawback at 6 and 12 months under certain circumstances); one‑time RSUs $1,100,000 vest ratably over 3 years; customary relocation allowances | |
| Proprietary Interest / Restrictive Covenants | Non‑competition: 12 months post‑employment; non‑solicit employees/customers: 24 months; confidentiality, non‑disparagement, and IP assignment | |
| Severance Plan (No CIC) | Cash: 1.0× (salary + target bonus), plus pro‑rated bonus based on actual performance; lump sum for benefits continuation; COBRA eligibility | |
| Severance Plan (Within 24 months post‑CIC) | Cash: 1.5× (salary + target bonus); pro‑rated bonus treated at target; full vesting of unvested equity (PSUs at target); 18 months benefits; COBRA eligibility | |
| Potential Payments (as of 12/31/2024) | Termination without cause/good reason: cash severance $935,000; benefits continuation $21,691; total $956,691 | |
| Potential Payments (following CIC) | RSU acceleration $616,489; PSU acceleration $332,945; cash severance $1,402,500; benefits $32,537; total $2,384,471 | |
| Potential Payments (death) | Option acceleration $41,536; RSU acceleration $473,512; PSU acceleration $110,995; total $626,043 |
Performance Compensation – Detailed Design and Vesting
| Element | Metric/Condition | Weighting | Targeting/Trigger | Vesting |
|---|---|---|---|---|
| ICP – Company Financial Factor | Core Sales Growth (YoY), Adjusted EBITDA Margin, Adjusted FCF/Adj. NI | 50% / 40% / 10% | 2024 revised targets: core sales (−3.8%, −1.8%, 0.2%); adj. EBITDA margin (9.6%, 11.6%, 13.6%); FCF ratio (85%, 105%, 135%) | Annual cash payout; Befidi 87% of target (weighted CFF + PPF) |
| PSUs (3‑yr) | Core Sales Growth, Adjusted EBITDA Margin; TSR modifier vs S&P 400 Health Care | ≥50% of annual LTI for NEOs | Targets set at grant; TSR relative modifier over 3 years | Cliff at end of 3‑yr performance period |
| Time‑Based RSUs | Service | 25% of annual LTI for NEOs | — | Ratable over 3 years from grant |
| Stock Options | Service + Market | 25% of annual LTI for NEOs | Exercise at grant‑date close | Ratable over 3 years from grant |
| Special Performance Options (2024) | Price hurdle + service | One‑time (retention) | Stock price must rise ≥33% from $18.70 and be sustained for 20 consecutive trading days | 100% cliff at 3 years; no intention to issue additional specials during vesting window |
Investment Implications
- Pay‑for‑performance alignment: Befidi’s variable pay is driven by multi‑metric ICP (core sales, EBITDA, FCF) and majority LTI in PSUs with relative TSR adjustment, linking payouts to turnaround execution and margin improvement; 2024 Befidi ICP paid at 87% of target reflecting mixed unit/company performance .
- Retention and trading catalysts: The Aug 2024 special performance options create a visible price‑based trigger (≥$24.87 sustained for 20 trading days) and cliff vesting at year 3—investors should monitor potential share price inflections around this hurdle for incentive realization and possible subsequent stock sales post‑vesting .
- Severance economics: Standard double‑trigger CIC at 1.5× salary+target bonus and full equity vesting (PSUs at target) contain, but do not eliminate, change‑of‑control payout risk; non‑CIC severance at 1.0× is moderate versus peers .
- Ownership/overhang: Beneficial ownership is immaterial (<1%), but Befidi is in compliance with 2× salary stock ownership guidelines; hedging and pledging are prohibited—reducing misalignment risk. RSU vesting cadence (11,286 shares vested in 2024) can create periodic supply; track upcoming anniversaries for potential selling pressure .
- Execution risk: Company 2024 performance reflects early turnaround dynamics—core sales decline and margin compression offset by stronger FCF; management’s use of revised ICP targets and one‑time performance options underscores urgency and retention needs under new CEO, which may amplify incentive‑driven decision‑making in Diagnostics .