Pay vs Performance Disclosure
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually Paid to PEO ($)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income ($)(7) (h) | Adjusted EBITDA Percentage (8) (i) | |
Total Shareholder Return ($)(5) (f) | Peer Group Total Shareholder Return ($)(6) (g) | |||||||
2025 | 9,695,542 | 4,991,509 | 2,709,162 | 1,565,227 | 252.22 | 165.70 | 226,766,000 | 20.0% |
2024 | 7,983,805 | 19,523,449 | 2,185,363 | 4,482,512 | 269.89 | 146.72 | 264,842,000 | 19.7% |
2023 | 7,906,336 | 17,989,528 | 2,434,263 | 4,211,247 | 194.36 | 129.29 | 205,285,000 | 18.4% |
2022 | 9,508,798 | 9,392,125 | 2,586,988 | 2,559,861 | 104.93 | 98.37 | 223,747,000 | 16.8% |
Officer) for 2025, 2024, 2023 and 2022 in the “Total” column in our Summary Compensation Table. Refer to the Summary
Compensation Table.
The dollar amount reported in column (d) represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Kambeyanda) in the “Total” column of the Summary Compensation Table for 2025, 2024, 2023 and 2022. The
names of each of the NEOs included for these purposes for each year are: (i) for 2025 and 2022, Kevin J. Johnson, Olivier
Biebuyck, Michele Campion and Curtis E. Jewell and (ii) for 2024 and 2023, Kevin J. Johnson, Olivier Biebuyck, Curtis E. Jewell
and Eleanor Lukens.
Form 10-K under Item 201(e) of Regulation S-K.
computed in accordance with Item 402(v) of Regulation S-K and does not reflect the total compensation actually realized or
received by Mr. Kambeyanda. In accordance with Item 402(v), these amounts reflect “Total Compensation” as set forth in the
Summary Compensation Table for 2025, 2024, 2023 and 2022, adjusted as shown below. Equity values are calculated in
accordance with FASB ASC Topic 718, using valuation assumptions and methodologies consistent with those used for grant-date
values.
Compensation Actually Paid to PEO | 2025 | 2024 | 2023 | 2022 |
Summary Compensation Table Total | $9,695,542 | $7,983,805 | $7,906,336 | $9,508,798 |
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | 8,169,638 | 4,971,209 | 4,466,855 | 6,728,131 |
Less, Change in Pension Value reported in Summary Compensation Table | — | — | — | — |
Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 7,144,252 | 7,357,733 | 6,974,819 | 6,472,566 |
Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — |
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (3,066,482) | 8,070,108 | 6,893,881 | 113,246 |
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | (635,693) | 1,061,225 | 661,468 | 11,436 |
Plus, value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | 23,528 | 21,787 | 19,879 | 14,210 |
Less, prior year-end fair value for any equity awards forfeited in the year | — | — | — | — |
Plus, pension service cost for services rendered during the year | — | — | — | — |
Compensation Actually Paid to Shyam P. Kambeyanda | $4,991,509 | $19,523,449 | $17,989,528 | $9,392,125 |
(excluding Mr. Kambeyanda), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, this
amount reflects “Total Compensation” as set forth in the Summary Compensation Table for 2025, 2024, 2023 and 2022, adjusted
as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, using valuation assumptions and
methodologies consistent with those used for grant-date values.
Average Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 |
Average Summary Compensation Table Total | $2,709,162 | $2,185,363 | $2,434,263 | $2,586,988 |
Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | 2,093,185 | 1,090,890 | 1,212,010 | 1,249,699 |
Less, average Change in Pension Value reported in Summary Compensation Table | — | — | — | — |
Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,827,517 | 1,610,165 | 1,887,523 | 1,212,260 |
Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — |
Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (663,238) | 1,621,052 | 1,001,067 | 14,352 |
Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | (220,918) | 151,912 | 96,340 | (6,876) |
Plus, value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | 5,889 | 4,910 | 4,064 | 2,836 |
Less, prior year-end fair value for any equity awards forfeited in the year | — | — | — | — |
Plus, average pension service cost for services rendered during the year | — | — | — | — |
Average Compensation Actually Paid to Non-PEO NEOs | $1,565,227 | $4,482,512 | $4,211,247 | $2,559,861 |
*The graph tracks the performance of a $100 investment, assuming reinvestment of dividends, in our
common stock and in each index from April 5, 2022, the date our common stock commenced regular-
way trading on the New York Stock Exchange, to December 31, 2025.
*The graph tracks the performance of a $100 investment, assuming reinvestment of dividends, in our
common stock and in each index from April 5, 2022, the date our common stock commenced regular-
way trading on the New York Stock Exchange, to December 31, 2025.
■Working Capital Turns
■Adjusted Net Sales
■Adjusted Free Cash Flow
■Adjusted Earnings per Share
■Relative Total Shareholder Return
measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of
each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the
measurement period. The beginning of the 2022 measurement period for the table is April 5, 2022, the date our common stock
commenced regular-way trading on the NYSE.
The dollar amount reported represents the amount of Net income attributable to ESAB Corporation reflected in the Company’s audited financial statements for the applicable year.
2022.Description of Certain Relationships between Information Presented in the Pay versus
Performance Table
As described in more detail in “Compensation Discussion & Analysis – Our Executive Compensation Program,” the
Company’s executive compensation program reflects a variable, pay-for-performance philosophy. While the Company
utilizes several performance measures to align executive compensation with Company performance, all of those Company
measures are not presented in the Pay versus Performance table. Moreover, the Company seeks to incentivize long-term
performance, and therefore does not specifically align the Company’s performance measures with compensation that is
actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company
is providing the following descriptions of the relationships between information presented in the Pay versus Performance
table.
performance to pay in 2025, 2024, 2023 and 2022. Adjusted EBITDA percentage is a non-GAAP performance measure and is the
ratio between Adjusted EBITDA and net sales. Adjusted EBITDA is measured by comparing Adjusted EBITDA excluding any
unbudgeted acquisitions to the 2025 Adjusted EBITDA targets at actual foreign exchange rates and is defined as U.S. GAAP net
income from continuing operations plus net interest expense, income taxes and acquisition-amortization and other related
charges, separation costs, restructuring costs per company policy, non-cash asset impairments including goodwill and
intangibles, unbudgeted acquisition and divestiture costs, foreign currency exchange gains or losses arising from initial
recognition of a highly inflationary currency, pension curtailment costs, effects from changes in U.S. GAAP or other unplanned or
nonrecurring items that the Compensation and Human Capital Management Committee considers unusual and not representative
of the underlying economic performance of the Company, with budgeted results for any divested/discontinued entities added to
actual results in determining performance. 2025, 2024, 2023 and 2022. Adjusted EBITDA also excludes Russia for Fiscal Year
2025, 2024 and 2023 and from April 2, 2022 to December 31, 2022 for Fiscal Year 2022.