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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-07 · 36 added, 21 removed, 179 unchanged (24% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, these disclosure controls and procedures were effective.

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly public companies.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, these disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 based on the criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.

See “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

On November 15, 2023 , Mr.

Christopher M.

Hix , a member of the Company’s Board of Director s, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 7,465 shares of Company common stock on March 1, 2024, subject to certain conditions, in order to satisfy certain tax obligations associated with the vesting of restricted stock units awarded to Mr.

Hix in connection with his service as Chief Financial Officer of Enovis Corporation.

On December 7, 2023 , Ms.

Michelle Campion , the Company’s Chief Human Resources Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 3,660 shares of Company common stock beginning on May 15, 2024, subject to certain conditions.

On December 15, 2023 , Ms.

Campion terminated the trading plan.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Information relating to our Executive Officers is set forth in Part I of this Form 10-K u nder the caption “Information About Our Executive Officers”.

Additional information r egarding our Directors, Audit Committee and compliance with Section 16(a) of the Exchange Act, if necessary, is incorporated by reference to such information included in our proxy statement for our 2023 annual meeting to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K (the “2023 Proxy Statement”) under the captions “Election of Directors”, “Board of Directors and its Committees - Audit Committee” and “Delinquent Section 16(a) Reports”.

Additional information r egarding our Directors, Audit Committee and compliance with Section 16(a) of the Exchange Act, if necessary, is incorporated by reference to such information included in our 2024 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K under the captions “Election of Directors,” “Board of Directors and its Committees - Audit Committee” and “Delinquent Section 16(a) Reports.”

As part of our system of corporate governance, our Board of Directors has adopted a code of ethics that applies to all employees, including our principal executive officer, our principal financial officer, principal accounting officer or other persons performing similar functions.

2 unchanged sentences

Executive Compensation

Information responsive to this item is incorporated by reference to such information included in our 2023 Proxy Statement under the captions “Executive Compensation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”

Information responsive to this item is incorporated by reference to such information included in our 2024 Proxy Statement under the captions “Executive Compensation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “CEO Pay Ratio Disclosure” and “Pay Versus Performance.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

7 unchanged sentences

(1) Financial Statements.

The financial statements are set forth under “Item 8.

The financial statements are set forth under Part II, Item 8.

“Financial Statements and Supplementary Data” of this report on Form 10-K.

(2) Schedules.

An index of Exhibits and Schedules begins on page 105

of this report.

An index of Exhibits and Schedules begins on page 104 of this report.

Schedules other than those listed below have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.

12 unchanged sentences

001-41297) as filed with the SEC on April 8, 2022

Description of Securities registered under Section 12 of the Exchange Act Filed herewith

Description of Securities registered under Section 12 of the Exchange Act Incorporated by reference to Exhibit 4.1 to ESAB Corporation’s Annual Report on Form 10-K (File No.

001-41297) as filed with the SEC on March 7, 2023

Transition Services Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No.

43 unchanged sentences

001-41297) as filed with the SEC on March 11, 2022

Letter Agreement, dated December 10, 2021, between ESAB Corporation and Michele Campion Filed herewith

Letter Agreement, dated December 10, 2021, between ESAB Corporation and Michele Campion Incorporated by reference to Exhibit 10.21 to ESAB Corporation’s Annual Report on Form 10-K (File No.

001-41297) as filed with the SEC on March 7, 2023

Employment Agreement, dated February 21, 2022, between ESAB Corporation and Shyam Kambeyanda Incorporated by reference to Exhibit 10.21 to ESAB Corporation’s registration statement on Form 10-12B/A (File No.

001-41297) as filed with the SEC on March 11, 2022

Letter Agreement, dated December 12, 2022, between ESAB Corporation and Eleanor Lukens Filed herewith

Letter Agreement, dated January 9, 2023, between ESAB Corporation and Olivier Biebuyck Filed herewith

Form of Change in Control Agreement, effective October 27, 2020 (Colfax) Incorporated by reference to Exhibit 10.22 to ESAB Corporation’s registration statement on Form 10-12B/A (File No.

22 unchanged sentences

001-41297) as filed with the SEC on March 11, 2022

Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Michele Campion Filed herewith

Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Michele Campion Incorporated by reference to Exhibit 10.35 to ESAB Corporation’s Annual Report on Form 10-K (File No.

001-41297) as filed with the SEC on March 7, 2023

Form of ESAB Corporation Officer Non-Qualified Stock Option Agreement Incorporated by reference to Exhibit 10.38 to ESAB Corporation’s registration statement on Form 10-12B/A (File No.

9 unchanged sentences

Description Location

Subsidiaries of the Registrant.

Filed herewith

Subsidiaries of the Registrant Filed herewith

Consent of Ernst & Young LLP.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith

ESAB Corporation Clawback Policy Filed herewith

101.INS Inline XBRL Instance Document Filed herewith

5 unchanged sentences

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

104 Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 is formatted in Inline XBRL (included as Exhibit 101).

Filed herewith

104 Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 is formatted in Inline XBRL (included as Exhibit 101) Filed herewith

# Indicates management contract or compensatory plan, contract or arrangement.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 7, 2023.

ESAB CORPORATION

1 unchanged sentence

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

March 7, 2023

February 29, 2024

President, Chief Executive Officer and Director

32 unchanged sentences

Allowance for credit losses $ 23,912 $ 4,526 $ ( 4,978 ) $ 11 $ 23,471

$ 32,311 $ ( 494 ) $ ( 6,931 ) $ ( 974 ) $ 23,912

Valuation allowance for deferred tax assets (2)

15,465 4,503 68,876 ( 642 ) 88,202

Year Ended December 31, 2021:

3 unchanged sentences

(2) As of December 31, 2022, valuation allowance for deferred tax assets “Other” of $ 68.9 million is primarily due to valuation allowance transferred from Former Parent.

(3) The Allowance for credit losses as of January 1, 2020 includes the cumulative-effect adjustment of the adoption of ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures