Wendy Carruthers
Envista HoldingsAbout Wendy Carruthers
Wendy Carruthers (age 56) has served on Envista’s Board since 2019 and is an independent director. She is Chair of the Compensation Committee and a member of the Nominating and Governance Committee, bringing deep human capital, compensation, and global HR leadership experience from Boston Scientific, including EVP Human Resources (Feb 2022–Feb 2025) and prior senior HR roles since 2004 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | Executive Vice President, Human Resources | Feb 2022 – Feb 2025 | Led global HR, executive compensation, talent strategy |
| Boston Scientific Corporation | Senior Vice President, Human Resources | Dec 2012 – Feb 2022 | Oversaw HR programs, executive rewards |
| Boston Scientific Corporation | VP HR, Europe/Middle East/Africa | Jan 2006 – Dec 2010 | Built international HR capabilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Independence: Determined independent by the Board under NYSE rules; Envista’s Chair is an independent director (Scott Huennekens) .
- Attendance and engagement: Board met 9 times in 2024; all directors attended at least 75% of Board/committee meetings; directors attend annual meeting as general practice .
- Executive sessions: Independent/non-management directors meet in executive session; Board separates Chair and CEO roles for oversight effectiveness .
- Compensation Committee governance: Uses independent consultant FW Cook; no interlocks or insider participation; meets in executive session; oversees executive and director pay, stock ownership policy compliance, and risks .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | For non-employee directors |
| Annual equity award (RSUs) | $185,000 | Granted after annual meeting; one-year vest |
| Board Chair cash retainer | $75,000 | Additional for Board Chair |
| Board Chair equity award | $75,000 | Additional RSUs for Board Chair |
| Audit Chair cash retainer | $25,000 | Committee chair premium |
| Compensation Chair cash retainer | $20,000 | Committee chair premium |
| Nominating & Governance Chair cash retainer | $15,000 | Committee chair premium |
| Meeting fees | $2,000 per meeting above 20/year | For meetings in excess of threshold |
| 2025 change | Equity retainer increased to $200,000 | Approved Nov 2024, effective 2025 |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Wendy Carruthers | 120,000 | 185,060 | 305,060 |
Performance Compensation
| Equity Grant Type | Grant Date | Shares/Units | Vesting |
|---|---|---|---|
| Annual RSU grant (director) | May 21, 2024 | 10,085 RSUs | Vests May 21, 2025; settlement per deferral election |
| Design features | — | — | Director equity is time-based (no performance metrics); one-year vest to build ownership and alignment |
Envista’s director compensation program pays in cash and equity with equity ≥50% of total; robust 5x retainer ownership guideline; no hedging/pledging permitted .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; no member was a current/former Envista officer; no reciprocal board/committee relationships with other issuers |
Expertise & Qualifications
- Human capital and executive compensation leadership from Boston Scientific (EVP/SVP HR), including global talent, rewards, and international HR operations (EMEA) .
- Governance experience as Compensation Committee Chair; authored the committee’s shareholder message outlining pay philosophy and 2024 program actions .
- Qualifications cited by Envista: international business background; broad expertise in executive compensation and talent management .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 40,160 | Includes RSUs vested/not released; RSUs vesting within 60 days; plus 10 shares held directly; <1% of outstanding |
| Ownership % of outstanding | <1% | Star indicates less than 1% |
| Unvested director RSUs (as of 12/31/2024) | 10,085 | Standard annual grant; vests in 1 year |
| Pledging/Hedging | Prohibited | Applies to directors and executives |
| Director stock ownership guideline | 5x annual cash retainer within 5 years | RSUs count toward guideline |
Governance Assessment
- Strengths: Independent director with relevant HR/compensation expertise; chairs a well-governed Compensation Committee using an independent consultant (FW Cook) and with no interlocks; strong say‑on‑pay support (93.9% in 2024), indicating investor confidence in pay practices; robust director ownership and no hedging/pledging policies; no related‑party transactions involving directors/officers in 2024 .
- Decision-making engagement: As Compensation Chair, she led transparent disclosure of 2024 pay actions during CEO transition, including revising the ICP targets to align with updated operational guidance and reducing maximum annual bonus payouts to 125% (from 200%) for fairness and balance, which supports governance rigor despite mid‑year changes .
- Watch items: One‑time performance stock options granted to senior leaders in 2024 with a 33% stock price hurdle sustained for 20 consecutive trading days plus three‑year cliff vest—an atypical retention tool that the committee stated is one‑off; continued monitoring warranted for dilution, alignment, and future reliance on special awards .
- Board effectiveness context: Board separated Chair/CEO roles; independent Chair; executive sessions; active risk oversight across committees; directors met attendance expectations in 2024 .
No RED FLAGS identified in proxy for Carruthers: no related‑party transactions; pledging/hedging banned; interlocks absent; director pay structure is standard and ownership-aligned .