ESAB (ESAB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, via virtual webcast; record date is March 18, 2025.

• Key proposals include election of four Class III directors, ratification of auditor, advisory vote on executive compensation, and approval of amended Omnibus Incentive Plan.

• Company emphasizes sustainability, digital innovation, and global reach, serving 150 countries with 9,300 employees.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals: elect four Class III directors for one-year terms, ratify Ernst & Young LLP as auditor, approve executive compensation (Say-on-Pay), and approve amended 2022 Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals and director nominations for future meetings, with clear deadlines and requirements.

Board of directors and corporate governance

• Board consists of nine directors, 89% independent, with diverse backgrounds and skills.

• Board committees: Audit, Compensation and Human Capital Management, Nominating and Corporate Governance.

• Board leadership is separated between Chairman and CEO; annual board and committee self-assessments are conducted.

• Staggered board structure to be phased out by 2026, moving to annual elections for all directors.

• Strong stock ownership, anti-hedging, anti-pledging, and clawback policies in place.