Envista (NYSE: NVST) hands CEO board chair role and richer pay package
Rhea-AI Filing Summary
Envista Holdings Corporation (NVST) reported board-approved leadership and compensation changes for its top executives. Paul Keel, President and Chief Executive Officer, will become Chair of the Board effective August 19, 2026, succeeding director Scott Huennekens, who will continue as a director and serve as Lead Independent Director.
On August 17, 2026, the Compensation Committee increased Mr. Keel’s annual base salary by $200,000, from $1.1 million to $1.3 million, effective August 24, 2026, and approved a special one-time equity award of $10 million, split equally between time-based RSUs and performance-based PSUs. Both awards vest over a four‑year period, with PSUs tied to Envista’s four‑year total stockholder return relative to the S&P 400 Health Care Sector Index and subject to forfeiture on most terminations except death, early or normal retirement, or certain change-in-control related terminations. The Committee also granted Chief Financial Officer Eric Hammes a one-time PSU award valued at $1.5 million with the same four‑year TSR performance condition.
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8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CEO base salary (before increase): $1.1 million per year
CEO base salary (after increase): $1.3 million per year
CEO salary increase: $200,000
+5 more
8 metrics
CEO base salary (before increase)
$1.1 million per year
Annual base salary for Paul Keel prior to the August 24, 2026 increase
CEO base salary (after increase)
$1.3 million per year
Annual base salary for Paul Keel effective August 24, 2026
CEO salary increase
$200,000
Incremental annual base salary increase approved August 17, 2026
CEO special equity award total
$10 million
Aggregate value of Paul Keel’s one-time equity award on August 18, 2026
CEO RSU component
$5 million
Time-based RSUs portion of Paul Keel’s special equity award at grant
CEO PSU component
$5 million
Performance-based PSUs portion of Paul Keel’s special equity award at target
CFO PSU award
$1.5 million
Value of Eric Hammes’ special one-time performance-based PSU award
Performance period length
four years
Performance period for PSUs based on relative TSR starting August 18, 2026
Key Terms
restricted stock units, performance-based restricted stock units, total stockholder return, Lead Independent Director, +1 more
5 terms
restricted stock units financial
"time-based restricted stock units (“RSUs”) valued at $5 million"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"performance-based restricted stock units (“PSUs”) valued at $5 million"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
total stockholder return financial
"based on the Company’s four-year total stockholder return (“TSR”) percentile rank"
Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.
Lead Independent Director financial
"appointed Scott Huennekens to serve as the Lead Independent Director"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
change in control financial
"unless a qualifying termination occurs within 24 months following a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
FAQ
What leadership changes did Envista Holdings Corp (NVST) announce for its Board?
Envista appointed Paul Keel, its President and CEO, as Chair of the Board effective August 19, 2026. Director Scott Huennekens will continue on the Board and serve as the company’s Lead Independent Director, as outlined in Envista’s Corporate Governance Guidelines.
How is Envista (NVST) changing CEO Paul Keel’s base salary?
Envista’s Compensation Committee approved raising Paul Keel’s base salary by $200,000, from $1.1 million to $1.3 million annually, effective August 24, 2026. This increase accompanies new long-term equity incentives intended to support strategy execution and long-term stockholder value creation.
What special equity award did Envista (NVST) grant to CEO Paul Keel?
Envista granted Paul Keel a special one-time equity award valued at $10 million on the grant date. It consists of $5 million in time-based RSUs and $5 million in performance-based PSUs, each granted on August 18, 2026 with a four-year vesting or performance period.
How do the performance stock units (PSUs) for Envista’s executives vest?
The PSUs for Paul Keel and CFO Eric Hammes vest based on Envista’s four-year total stockholder return percentile rank versus the S&P 400 Health Care Sector Index. They are generally forfeited if service ends before vesting, except for death, early or normal retirement, or qualifying change-in-control terminations.
What equity award did Envista (NVST) grant to CFO Eric Hammes?
Envista approved a special one-time PSU award for CFO Eric Hammes valued at $1.5 million on the grant date of August 18, 2026. These PSUs share the same four-year relative TSR performance condition and forfeiture and change-in-control provisions as Paul Keel’s PSU award.
Under what plan were the new Envista (NVST) executive equity awards granted?
The Keel Equity Awards and the Hammes PSU Award were granted under the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended. They use Envista’s standard Form of Restricted Stock Unit Agreement and Form of Performance Stock Unit Agreement previously filed with its Form 10‑K.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 17, 2026
_____________________________________________
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(714 ) 817-7000
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Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Chief Executive Officer Compensation Changes
Reference is made to the information contained in Item 8.01 of this Current Report on Form 8-K, disclosing the Company’s Board of Directors’ appointment of Paul Keel, the Company’s President and Chief Executive Officer, to the role of Chairman of the Board, effective immediately. On August 17, 2026, the Compensation Committee of the Board of Directors (the “Board”) of Envista Holdings Corporation (the “Company”) approved the following compensation changes for Paul Keel, the Company’s President and Chief Executive Officer:
•A base salary increase of $200,000, from $1.1 million to $1.3 million per year, effective August 24, 2026; and
•A special one-time equity award with an aggregate value of $10 million on the date of grant, comprised of (i) time-based restricted stock units (“RSUs”) valued at $5 million and (ii) performance-based restricted stock units (“PSUs”) valued at $5 million at the target level of performance, each with a grant date of August 18, 2026 (collectively, the “Keel Equity Awards”).
The Board believes the Keel Equity Awards align with stockholder interest in retaining Mr. Keel’s service and provide a powerful incentive for Mr. Keel to take steps over the next four years to successfully execute on the Company’s strategy and drive financial performance that should create long-term value for stockholders.
The RSU award vests over four years, with 25% of the shares vesting on each one-year anniversary of the date of grant. The RSUs will be forfeited if Mr. Keel’s service with the Company terminates for any reason other than death, early retirement or normal retirement prior to vesting, unless a qualifying termination occurs within 24 months following a change in control.
The PSU award vests based on the Company’s four-year total stockholder return (“TSR”) percentile rank relative to the Standard & Poor’s 400 Health Care Sector Index, with the four-year performance period beginning on August 18, 2026. The PSUs will be forfeited if Mr. Keel’s service with the Company terminates for any reason other than death, early retirement or normal retirement prior to vesting, unless a qualifying termination occurs within 24 months following a change in control.
Chief Financial Officer Special Performance-Based Equity Award
Also on August 17, 2026, the Compensation Committee approved a special one-time equity award for Eric Hammes, the Company’s Chief Financial Officer, valued at $1.5 million on the date of grant, consisting solely of PSUs with a grant date of August 18, 2026 and subject to the same performance condition tied to the Company’s four-year relative TSR percentage rank that is applicable to Mr. Keel’s PSU award, as set forth above (the “Hammes PSU Award”). The PSUs will be forfeited if Mr. Hammes’ service with the Company terminates for any reason other than death, early retirement or normal retirement prior to vesting, unless a qualifying termination occurs within 24 months following a change in control.
The Keel Equity Awards and the Hammes PSU Award were granted under, and pursuant to the terms and conditions of, the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended, the Company’s Form of Restricted Stock Unit Agreement, and the Company’s Form of Performance Stock Unit Agreement, which are respectively filed as Exhibit 10.4, Exhibit 10.6 and Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 12, 2026.
ITEM 8.01 OTHER EVENTS
On August 17, 2026, upon the recommendation of the Nominating and Governance Committee of the Board, the Board appointed Paul Keel, the Company’s President and Chief Executive Officer, to serve as Chair of the Board, effective August 19, 2026, succeeding Scott Huennekens, who will continue to serve as a director and as Lead Independent Director, as discussed in further detail below. Mr. Keel has served as President, Chief Executive Officer and a director on the Board since he joined the Company in May 2024. The Board appointed Mr. Keel to serve as Chair of the Board to further strengthen alignment across our strategy, operations, and long-term value creation.
In addition, upon the recommendation of the Nominating and Governance Committee, the independent directors of the Board appointed Scott Huennekens to serve as the Lead Independent Director, effective August 19, 2026. Mr. Huennekens is an independent member of the Board under the rules of the New York Stock Exchange and applicable law. The independent directors of the Board appointed Mr. Huennekens to serve as the Lead Independent Director of the Board. The duties of the Lead Independent Director position are set forth in the Company’s Corporate Governance Guidelines, which are available on the “Investors – Governance” section of our website at http://www.envistaco.com. Information from our website is not incorporated by reference into this Current Report on Form 8-K
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVISTA HOLDINGS CORPORATION | ||||||||
| Date: August 19, 2026 | By: | /s/ Mark Nance | ||||||
| Mark Nance | ||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||