Vivek Jain
Envista HoldingsAbout Vivek Jain
Vivek Jain (age 53) is an independent director of Envista Holdings (NVST) since 2020 and serves on the Audit and Finance Committees; the Board has determined that all Audit Committee members (including Jain) are “audit committee financial experts.” He is Chairman and CEO of ICU Medical, Inc. (ICUI) and previously held senior roles at CareFusion, Cardinal Health, Philips Medical Systems, and J.P. Morgan; he holds a BA in economics from the University of Chicago. In 2024 he attended at least 75% of Board/committee meetings and was nominated for re-election for a one-year term at the 2025 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CareFusion Corporation | President, Procedural Solutions; President, Medical Technologies & Services | 2009–2014 | Led large medical disposables portfolio; operating growth described in bio summary. |
| Cardinal Health, Inc. | EVP – Strategy & Corporate Development | 2007–2009 | Corporate development and M&A leadership. |
| Philips Medical Systems (Philips Electronics) | SVP, Business Development & M&A | 2006–2007 | Healthcare strategy/M&A experience. |
| J.P. Morgan Securities | Investment Banking; Co-Head Global Healthcare IB | 1994–2006 (Co-Head 2002–2006) | Capital markets, healthcare advisory expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ICU Medical, Inc. (NASDAQ: ICUI) | Chairman & Chief Executive Officer; Director | Since Feb 2014 | Current public company directorship listed by NVST; CEO/Chairman tenure since 2014. |
Board Governance
- Independence: Jain is an independent director under NYSE rules.
- Committee assignments (as of Apr 14, 2025): Audit (member) and Finance (member). Audit met 8x in 2024; Finance met 1x. All Audit members are “audit committee financial experts.”
- Attendance: The Board met 9x in 2024; all directors attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Leadership structure: Independent Board Chair (Scott Huennekens); independent directors meet regularly and at least once a year in executive session.
- Related party transactions: None reportable since Jan 1, 2024 (Item 404(a)).
- Overboarding guideline: Directors limited to serving on up to four public company boards.
Fixed Compensation (Non‑Employee Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly for Board service. |
| Committee Chair Fees | Audit Chair $25,000; Comp Chair $20,000; N&G Chair $15,000 | Differential by leadership workload. |
| Board Chair Retainer | $75,000 cash + $75,000 equity | Applies to independent Board Chair. |
| Meeting Fees | $2,000 per meeting in excess of 20 aggregate (Board+committees) | Includes Finance Committee meetings. |
| Annual Equity Award (2024) | $185,000 RSUs | One-year vesting; granted after annual meeting. |
| Annual Equity Award (2025 change) | Increased to $200,000 RSUs | Effective with 2025 grants. |
Director Summary Compensation (2024):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Vivek Jain | 100,000 | 185,060 | 285,060 |
| Citations: Cash/Stock/Total per 2024 Director Summary Compensation Table. |
Performance Compensation (Director Equity Detail)
- Structure: Time-based RSUs with one-year vest; no performance metrics for director equity.
- 2024 Grant: On May 21, 2024, NVST granted 10,085 RSUs to each non-employee director (Board Chair 14,170); grant-date close price $18.35; vests May 21, 2025.
| Grant Date | Instrument | Shares | Vesting | Grant Value / Basis |
|---|---|---|---|---|
| May 21, 2024 | RSUs | 10,085 | Vests 1-year from grant (May 21, 2025) | Director equity retainer ($185,000; share count based on $18.35). |
| 2025 Annual Grant | RSUs | N/A | 1-year vest | Annual director equity retainer increased to $200,000 for 2025 grants. |
Other Directorships & Interlocks
| Company | Relationship to NVST | Observation |
|---|---|---|
| ICU Medical, Inc. (ICUI) | Jain is CEO/Chairman and a director there | NVST discloses no related-party transactions with directors since Jan 1, 2024 (mitigates conflict risk disclosure). |
Expertise & Qualifications
- Board-identified qualifications: Prior public company Chairman/CEO; extensive medical technology and healthcare background.
- Financial oversight: Audit Committee member and designated “audit committee financial expert”; financially literate under NYSE standards.
- Education: BA in Economics, University of Chicago.
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (NVST) | 33,165 shares as of Apr 14, 2025; “<1%” of outstanding common stock. |
| Shares outstanding (record date) | 169,467,689 (Apr 14, 2025). |
| Vested vs. unvested detail | Director totals include certain vested-but-not-released RSUs and RSUs vesting within 60 days; post‑2022 grants deliver on first anniversary unless deferred. |
| Pledging/Hedging | Prohibited for directors and officers. |
| Director ownership guideline | 5x annual Board cash retainer within 5 years of initial election/appointment. |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Source |
|---|---|---|---|---|
| Jun 12, 2025 | Jun 10, 2025 | Award of RSUs for director service | 10,450 | https://www.sec.gov/Archives/edgar/data/1757073/000162828025031066/0001628280-25-031066-index.htm |
| May 23, 2024 | May 21, 2024 | Award of RSUs for director service | 10,085 | https://www.sec.gov/Archives/edgar/data/1757073/000175707324000050/0001757073-24-000050-index.htm |
Governance Assessment
- Independence/attendance: Independent director with Audit/Finance roles; Board reports ≥75% attendance and robust executive sessions—supports effective oversight and investor confidence.
- Financial oversight strength: Audit Committee service with “audit committee financial expert” designation enhances financial reporting and risk oversight credibility.
- Alignment and incentives: Director pay is balanced between cash and one‑year RSUs; strong ownership policy (5x retainer), and anti‑hedging/pledging rules reinforce alignment.
- Conflicts/related parties: Despite Jain’s ICU Medical leadership, NVST discloses no related‑party transactions since Jan 1, 2024; governance guidelines and N&G oversight apply to conflicts.
- Shareholder signals: Say‑on‑pay support remains high (93.9% in 2024; five‑year track record >94% avg), indicating broad investor support for compensation governance under the Board’s oversight.
Overall implication: Jain brings CEO‑level medtech and M&A expertise to NVST’s Audit and Finance oversight without disclosed related‑party conflicts, with compensation and ownership structures designed to align director incentives with shareholders.
Appendix: Director Compensation (Context)
- Philosophy/process: Mix of cash and equity, emphasis on equity ownership; annual review by Compensation Committee with independent consultant FW Cook; 2025 equity retainer increased to address market levels.
- Annual limits: 2019 Omnibus Incentive Plan caps non‑management director compensation at $700,000 per calendar year (cash+equity, grant‑date fair value) for Board service.