Scott Huennekens
Envista HoldingsAbout Scott Huennekens
Independent Chair of Envista’s Board; age 60; director since 2019. Prior roles include Chairman/CEO at Verb Surgical (2015–2019), CEO at Volcano Corporation (2002–2015), and CEO at Digirad (1999–2002), with deep medical device operating experience. Current public company directorships: Hyperfine, QuidelOrtho, and NeuroPace. The Board cites his governance, risk management, and investor engagement credentials in selecting him as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verb Surgical, Inc. | President, CEO & Chairman | Aug 2015–Jan 2019 | Led medtech venture; background cited for governance and risk expertise |
| Volcano Corporation | President & CEO | 2002–Feb 2015 | Medical device operator; prior public company CEO experience |
| Digirad Corporation | President & CEO | 1999–2002 | Diagnostic imaging operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyperfine, Inc. | Director | Not disclosed | Current public company board |
| QuidelOrtho Corporation | Director | Not disclosed | Current public company board |
| NeuroPace, Inc. | Director | Not disclosed | Current public company board |
| NuVasive, Acutus Medical, ViewRay, Reva Medical, EndoChoice, Volcano, Bellerophon | Director (prior) | Not disclosed | Prior public company boards |
Board Governance
- Independent Chair; responsibilities include presiding over Board and executive sessions, setting agendas with CEO/Corporate Secretary, and serving as liaison between independent directors and management .
- Committee memberships: Audit Committee member; Nominating & Governance Committee member; independent status affirmed annually .
- Board/committee activity and engagement:
- Board met 9 times in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended 2024 Annual Meeting .
- Audit Committee met 8 times in 2024; all Audit Committee members (including Huennekens) designated “audit committee financial experts” and independent under NYSE/SEC rules .
- Governance architecture and safeguards:
- Separate Chair/CEO; robust stock ownership requirements; related person transaction policy overseen by Nominating & Governance; independent committees; periodic executive sessions; annual self-assessments .
- Risk oversight delineated across full Board and committees; Nom/Gov oversees conflicts, independence, related party transactions, and sustainability .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly |
| Board Chair Cash Retainer | $75,000 | Additional for Chair role |
| Total Cash Fees (2024) | $175,000 | As reported in director summary table |
| Annual Equity Award (RSUs) | $185,000 | Granted post-annual meeting |
| Board Chair Equity Premium (RSUs) | $75,000 | Additional for Chair role |
| Total Stock Awards (2024) | $260,020 | Grant date fair value (ASC 718) |
| Total 2024 Director Compensation | $435,020 | Cash + equity |
Program change: Director annual equity retainer increased to $200,000 effective for 2025 grants, following FW Cook review; per-director pay below peer median; Board approved $15k increase from $185k .
Performance Compensation
| Grant Date | Award Type | Shares | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| May 21, 2024 | RSUs | 14,170 | $260,020 (incl. Chair premium) | Vests May 21, 2025 | Shares determined at $18.35 closing price; one-year time-based vesting |
| Performance Metric Tied to Director Equity | Applies? | Detail |
|---|---|---|
| Any performance-based metric (e.g., EBITDA, TSR) | No | Director equity is time-based RSUs with one-year vest; program emphasizes ownership and alignment, not performance hurdles |
Other Directorships & Interlocks
| Company | Industry Relationship to NVST | Interlock/Conflict Notes |
|---|---|---|
| Hyperfine, Inc. | Medtech (MRI) | Current directorship disclosed; any potential conflicts subject to Nom/Gov oversight via related person policy |
| QuidelOrtho Corporation | Diagnostics | Current directorship disclosed; oversight policies in place |
| NeuroPace, Inc. | Neuromodulation | Current directorship disclosed; oversight policies in place |
Corporate guidelines limit directors to four other public company boards; Huennekens holds three besides NVST, within limit .
Expertise & Qualifications
- Prior public company Chairman/CEO; extensive med device domain experience; Board selected him as independent Chair for governance, board management, investor engagement, and risk skills .
- Audit Committee financial expertise designation by the Board .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 55,150 | As of Apr 14, 2025; includes shares acquirable within 60 days (e.g., RSUs vesting) per table methodology |
| Ownership % of Outstanding | <1% (“*” per proxy) | As reported |
| Unvested RSUs Outstanding (12/31/2024) | 14,170 | Granted May 21, 2024; vest May 21, 2025 |
| Director Stock Ownership Guideline | 5x annual cash retainer within 5 years | RSUs/restricted shares count toward beneficial ownership |
| Hedging/Pledging | Prohibited for directors | Policy bans derivative/hedge transactions and pledging |
Governance Assessment
-
Positives:
- Independent Chair with direct oversight and formal responsibilities; strong separation of Chair/CEO .
- Independent committee memberships; Audit “financial expert” designation; robust risk oversight framework .
- Director compensation mix emphasizes equity (>50% total), one-year vesting to support alignment; stock ownership guideline at 5x cash retainer; hedging/pledging prohibited .
- Use of independent compensation consultant (FW Cook) and measured adjustment to 2025 director equity retainer to maintain competitiveness .
-
Watch items:
- Multiple external boards (three current) increase time commitments; however, within company limits (max four) and balanced by annual self-assessments and executive sessions .
- Director equity awards are time-based without performance hurdles; alignment relies on ownership rather than explicit pay-for-performance metrics .
-
Process safeguards:
- Related person transactions policy with Nom/Gov oversight; independence assessed at least annually; committee executive sessions standard practice .