Proxy Statement

and

Notice of Annual Meeting

June 7, 2022May 16, 2023 at 3:11:00 pmam Eastern Time

Tuesday, June 7, 2022May 16, 2023

3:11:00 p.m.a.m. Eastern Time

Via live webcast at

www.virtualshareholdermeeting.com/ENOV2022ENOV2023

To Our Stockholders:

Notice is hereby given that the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Enovis Corporation (“Enovis”) will be held via live webcast at www.virtualshareholdermeeting.com/ENOV2022ENOV2023 on Tuesday, June 7, 2022May 16, 2023 at 3:11:00 p.m.a.m. Eastern Time, for the following purposes:

The accompanying proxy statement describes the matters to be considered at the Annual Meeting. Only stockholders of record at the close of business on April 18, 2022March 22, 2023 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish our proxy materials and our annual report to stockholders on the Internet. We believe that posting these materials on the Internet enables us to provide our stockholders with the information that they need more quickly while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting.

We are holding the Annual Meeting in a virtual-only format this year. We believe that this is the right choice for Enovis and its stockholders, as it provides expanded stockholder access, improves stockholder convenience, improves communications, and, given the ongoing continuing concerns regarding COVID-19, pandemic, promotes the health and safety of participants by allowing them to participate from any location. To attend, participate in, and vote during the Annual Meeting, stockholders of record must go to the meeting website at www.virtualshareholdermeeting.com/ENOV2022ENOV2023 and enter the control number found on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”). If you are a beneficial stockholder who owns common stock in street name, meaning through a bank, broker or other nominee, and your voting instruction form or Notice indicates that you may vote those shares through the http://www.proxyvote.com website, then you may attend, participate in, and vote during the Annual Meeting using the 16-digit control number indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

As a stockholder of Enovis, your vote is important. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote your shares at your earliest convenience and thank you for your continued support of Enovis Corporation.

Dated: April 28, 2022March 31, 2023

By Order of the Board of Directors

Brian P. Hanigan

Secretary

Table of Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement.Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statementProxy Statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.Proxy Statement.

Annual Meeting of Stockholders

Availability of Proxy Materials – Use of Notice and Access

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 7, 2022:May 16, 2023: Our Annual Report to Stockholders and this Proxy Statement are available at www.proxyvote.com.

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission, we have elected to provide stockholders access to our proxy materials primarily over the Internet. Accordingly, on or about April 28, 2022,March 31, 2023, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to vote at the Annual Meeting as of the close of business on April 18, 2022,March 22, 2023, the record date of the meeting. The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Who May Vote

You may vote if you were a stockholder of record at the close of business on April 18, 2022,March 22, 2023, the record date.

How to Cast Your Vote

You can vote by any of the following methods:

		Via the internet (www.proxyvote.com) through June 6, 2022;May 15, 2023;
		By telephone (1-800-690-6903) through June 6, 2022;May 15, 2023;
		By completing, signing and returning your proxy by mail in the envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NJ 11717 by June 6, 2022;May 15, 2023; or
✓		Via virtual attendance and voting at the Annual Meeting. To attend the Annual Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/ENOV2022ENOV2023 and enter your control number. Once admitted, you may vote by following the instructions available on the meeting website. If you are a beneficial stockholder who owns shares in street name and have questions about your control number or how to obtain one, please contact the bank, broker or other nominee who holds your shares.

If you are a beneficial stockholder who owns your shares in street name, the availability of online or telephone voting may depend on the voting procedures of the organization that holds your shares.

Voting Matters

We are asking you to vote on the following proposals at the Annual Meeting:

Board and Governance Highlights

Board Nominees (page 10)9)

The following table provides summary information about each director nominee:

Our eleventen director nominees are comprised of current directors withand have diverse backgrounds, skills and experience, which the Board believes contributes to the effective oversight of the Company. The following charts summarize the diversity, skills and experience of our Board members:

Skills and Attributes

Current or former CEO, CFO or COO

9/1110

Other public company board experience

��

7/1110

Related MedTech industry experience

9/118/10

Broad international experience

7/116/10

Extensive M&A or capital markets experience

8/117/10

Diverse (female or racially/ethnically diverse)

6/1110

Technology/IT/Innovation experience

7/118/10

Organizational management and leadership development

11/1110/10

Finance, accounting or risk management experience

7/1110

In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), to be elected each director nominee must receive a majority of the votes cast with respect to that director’s election. Incumbent directors nominated for election by the Board are required, as a condition to such nomination, to submit a conditional letter of resignation to the ChairmanChair of the Board. In the event that a nominee for director does not receive a majority of the votes cast at the Annual Meeting with respect to his or her election, the Board will promptly consider whether to accept or reject the conditional resignation of that nominee, or whether other action should be taken. The Board will then take action and will publicly disclose its decision and the rationale behind it no later than 90 days following the certification of election results.

Corporate Social Responsibility and Sustainability

Our corporate social responsibility (“CSR”) and sustainability program is organized around identifying, assessing and managing on an ongoing basis the environmental, social and governance (“ESG”) factors that are relevant to our long-term financial performance. Our sustainability program takes into account the interests of our key stakeholder constituencies, including our employees, customers, communities and stockholders. ESG issues that we focus on across the Company include workplace health and safety, energy efficiency, waste management, climate risk, human capital management, diversity and inclusion, supply chain management, business ethics and compliance, and data privacy and protection.

In March 2021,2023, we published our inaugural2022 CSR Report, which is our first such report as a standalone medical technology company, and can be accessed on our website at www.enovis.com on the Investors page under the Corporate Governance Tab. FollowingThe report builds on Colfax Corporation’s inaugural 2020 CSR Report, which was published prior to the spin-off of ESAB Corporation in April 2022. Recent enhancements to our announcement in March 2021 of the planned separation of our medical technology and fabrication technology businesses into two independent public companies, each business began to plan for its own standalone CSR program tailored to its unique characteristics, priorities and stakeholders. Atselected highlights from the same time, we continued to build on the progress we had made last year, as highlighted2022 CSR Report are summarized below.

The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.SEC, and any reference to our website is intended to be an inactive textual reference only.

Proxy Statement for Annual Meeting of Stockholders

 20222023 Annual Meeting

We are furnishing this Proxy Statement (the “Proxy Statement”) in connection with the solicitation by the Board of Directors (the “Board”) of Enovis Corporation (hereinafter, “Enovis,” “we,” “us” and the “Company”) of proxies for use at the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, June 7, 2022,May 16, 2023, at 3:11:00 p.m.a.m. Eastern Time, and at any adjournments or postponements thereof. The Board has made this Proxy Statement and the accompanying Notice of Annual Meeting available on the Internet. We first made these materials available to the Company’s stockholders entitled to vote at the Annual Meeting on or about April 28, 2022.March 31, 2023.

About Enovis Corporation

Enovis Corporation (formerly Colfax Corporation) is an innovation-driven medical technology growth company dedicated to developing clinically differentiated solutions that generate measurably better patient outcomes and transform workflows. Powered by a culture of continuous improvement, global talent and innovation, the Company’s extensive range of products, services and integrated technologies fuel active lifestyles in orthopedics and beyond.

On April 4, 2022, the Company completed its previously announcedthe separation of its formerly owned fabrication technology business into an independent, publicly traded company, ESAB Corporation.Corporation (the “Separation”). Immediately following the separation,Separation, the Company effected, its previously announced reverse stock split of all issued and outstanding shares of Enovis common stock at a one-for-three ratio. On April 5, 2022, Enovis common stock began trading on the New York Stock Exchange (NYSE) under the symbol ENOV.

Our principal executive office is located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. Our telephone number is (302) 252-9160 and our website is located at enovis.com.

Any references herein to “Colfax” refer to the Company as it existed prior to the separation.

ElevenTen director nominees will be elected at the Annual Meeting, each to serve until the next annual meeting of the Company and until his or her successor is duly elected and qualified. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following persons to serve as directors for the term beginning at the Annual Meeting on June 7, 2022: Mitchell P. Rales,May 16, 2023: Matthew L. Trerotola, Barbara W. Bodem, Liam J. Kelly, Angela S. Lalor, Philip A. Okala, Christine Ortiz, A. Clayton Perfall, Brady Shirley, Rajiv Vinnakota, and Sharon Wienbar. All nominees are currently serving on the Board. Mitchell P. Rales will not stand for re-election and will retire from our Board as of the Annual Meeting. Although as of the date of this Proxy Statement the number of directors is fixed at eleven, the Board has adopted a resolution that, effective as of the retirement of Mr. Rales at the Annual Meeting, the size of the Board will be reduced to ten.

Director Qualifications

 Nominating Committee Criteria for Board Members

The Nominating and Corporate Governance Committee considers, among other things, the following criteria in selecting and reviewing director nominees:

Pursuant to its charter, the Nominating and Corporate Governance Committee also reviews, among other qualifications, the perspective, broad business judgment and leadership, business creativity and vision, and diversity of potential directors, all in the context of the needs of the Board at that time. We believe that Board membership should reflect diversity in its broadest sense, including persons diverse in geography, gender, and ethnicity, and we seek independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions.

The charter of the Nominating and Corporate Governance Committee affirmatively recognizes diversity as one of the criteria for consideration in the selection of director nominees, and in its deliberations and discussions concerning potential director appointments the Nominating and Corporate Governance Committee has paid particular attention to diversity together with all other qualifying attributes. The Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified women and minority director candidates, as well as candidates with diverse backgrounds, experiences and skills, as part of each director search that our Company undertakes. In addition, the Nominating and Corporate Governance Committee annually considers its effectiveness in achieving these objectives as a part of its assessment of the overall composition of the Board and as part of the annual Board evaluation process described further below, which includes a director skills matrix to identify areas of director knowledge and experience that may benefit the Board in the future. That information is used as a part of the director search and nomination process. The Nominating and Corporate Governance Committee looks for candidates with the expertise, skills, knowledge and experience that, when taken together with that of other members of the Board, will lead to a Board that is effective, collegial and responsive to the needs of the Company.

 Board Member Service

The biographies of each of the nominees below contain information regarding the experiences, qualifications, attributes or skills that the Nominating and Corporate Governance Committee and the Board considered in determining that the person should serve as a director of

of the Company. The Board has been informed that all of the nominees listed below are willing to serve as directors, but if any of them should decline or be unable to act as a director, the individuals named in the proxies may vote for a substitute designated by the Board, or the Board may determine to reduce the size of the Board. The Company has no reason to believe that any nominee will be unable or unwilling to serve.

In determining to nominate Ms. Bodem for election, the Nominating and Corporate Governance Committee and the Board took into account that Ms. Bodem has recently agreed to serve as interim chief financial officer of Dentsply Sirona Inc. (“Dentsply”). The Nominating and Corporate Governance Committee and Board determined that, as a result of Ms. Bodem’s extensive experience in the medical technology industry, including her finance and audit committee experience, her service on the Board provides valuable knowledge and skills as the Company works to create a high-value, high-growth medtech business, and therefore that she should be nominated for re-election to the Board. In reaching this conclusion, the Nominating and Corporate Governance Committee noted particularly that Ms. Bodem’s role at Dentsply is temporary, that Dentsply has initiated a search to identify a permanent chief financial officer, and that Ms. Bodem has informed Dentsply that she does not wish to be considered as a candidate for the permanent chief financial officer position.

Nominees for Director

The names of the nominees for director, their ages as of April 27, 2022,March 31, 2023, principal occupations, employment and other public company board service during at least the last five years, periods of service as a director of the Company, and the experiences, qualifications, attributes and skills of each nominee are set forth below:

Director Independence

Our Corporate Governance Guidelines require that a majority of our Board members be “independent” under the NYSE’s listing standards. In addition, the respective charters of the Audit Committee, Compensation and Human Capital Management Committee and Nominating and Corporate Governance Committee require that each member of these committees be “independent” under the NYSE’s listing standards and, with respect to the Audit Committee, under the applicable heighted independence standards under the SEC rules. In order for a director to qualify as “independent,” our Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that would impair the director’s independence. Our Board undertook its annual review of director independence in February 2022.2023. The Board has determined that Mr. Rales, Ms. Bodem, Mr. Kelly, Ms. Lalor, Mr. Okala, Dr. Ortiz, Mr. Perfall, Mr. Vinnakota, and Ms. Wienbar each qualify as “independent” under the NYSE’s listing standards. The Board has also determined that Mr. Allender, Mr. Gayner, Ms. Jordan, and Mr. Teirlinck were independent during the time each served as directors. In reaching a determination on these directors’ independence, the Board considered that during fiscal 2021 Mr. Kelly and Mr. Okala were employed by organizations that do business with the Company. The amount received by the Company or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either the Company’s or such organization’s consolidated gross revenues. Additionally, in assessing Mr. Rales’ independence in 2022, the Board took into account that, although Mr. Rales is a founder and significant stockholder of the Company, he has never served as an employee of the Company (including its predecessor) and is not otherwise involved in managing the daily business operations of the Company. Accordingly, the Board concluded that Mr. Rales is independent under NYSE’s listing standards. None of the other independent directors nor their immediate family members have within the past three years had any direct or indirect business or professional relationships with the Company other than in their capacity as directors.

The independent members of our Board must hold at least two “executive session” meetings each year without the presence of management. In general, the meetings of independent directors are intended to be used as a forum to discuss such topics as they deem necessary or appropriate. If the Chair of the Board is not an independent director, the independent directors select an independent director to servea Lead Independent Director who serves as Chairpersonchairperson for each executive session. During 2021,2022 and 2023, Mr. AllenderRales, as an independent Chair, has served as the presiding director of the independent director executive sessions. Going forward,Ms. Wienbar has been appointed as Lead Independent Director effective upon Mr. Rales, as independent Chair,Rales’ retirement at the Annual Meeting and will serve as the presiding director of the independent directorchairperson for executive sessions and as such will lead the independent directors during these sessions.in that capacity.

Board of Directors and its Committees

The Board and its committees meet regularly throughout the year, and may also hold special meetings and act by written consent from time to time. The Board held a total of ninesix meetings during the year ended December 31, 2021.2022. During 2021, all2022, each of our directors attended at least seventy-five percent of the aggregate Board meetings and meetings of the committees of the Board on which such directors served (during the periods that he or she served). Our Corporate Governance Guidelines request Board members to make every effort to attend our annual meeting of stockholders. All of our directors then serving at the time attended our annual meeting of stockholders in 2021.2022.

The Board has a standing Audit Committee, Compensation and Human Capital Management Committee (the “CHCM Commitee”), and Nominating and Corporate Governance Committee. The charters for the Audit Committee, Compensation and Human Capital Management Committee, and Nominating and Corporate Governance Committeestanding committes are available on the Company’s website at www.enovis.com on the Investors page under the Corporate Governance tab. These materials also are available in print to any stockholder upon request to: Corporate Secretary, Enovis Corporation, 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The Board committees review their respective charters on an annual basis. The Nominating and Corporate Governance Committee oversees an annual evaluation of the Board and each committee’s operations and performance, as described in greater detail below.

Name		Audit Committee		Nominating and Corporate Governance Committee		Compensation and Human Capital Management Committee
Mitchell P. RalesRales*
Matthew L. Trerotola
Barbara W. Bodem		ü
Liam J. Kelly				ü
Angela S. Lalor						ü
Philip A. Okala		ü
Christine Ortiz				ü
A. Clayton Perfall
Brady R. Shirley
Rajiv Vinnakota						ü
Sharon Wienbar

Chair

Audit Committee

Our Audit Committee met seven times during the year ended December 31, 2021.2022. The Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications of our independent registered public accounting firm, the performance of our internal audit function and independent registered public accounting firm, and the Company’s policies with respect to risk assessment and risk management related to information technology and cybersecurity. The Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The members of our Audit Committee are Mr. Perfall, Chair, Mr. Okala, and Ms. Bodem. Mr. Okala and Ms. Bodem were each appointed to the Audit Committee on April 4, 2022. The Board has determined that each of Mr. Perfall, Mr. Okala and Ms. Bodem qualifies as an “audit committee financial expert,” as that term is defined under the SEC rules. The Board has determined that each member of our Audit Committee is independent and financially literate under the NYSE’s listing standards and that each member of our Audit Committee is independent under the standards of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee met five times during the year ended December 31, 2021.2022. The Nominating and Corporate Governance Committee is responsible for recommending candidates for election to the Board. In making its recommendations, the committee will review a candidate’s qualifications and any potential conflicts of interest and assess contributions of current directors in connection with his or her renomination. The committee is also responsible, among its other duties and responsibilities, for making recommendations to the Board or otherwise acting with respect to corporate governance policies and practices, including Board size and membership qualifications, new director orientation, committee structure and membership, related person transactions, and communications with stockholders and other interested parties. The Nominating and Corporate Governance Committee is also responsible for reviewing the Company’s undertakings with respect to environmental, social, and governance

matters, including the Company’s role as a corporate citizen and the Company’s policies and programs relating to health, safety and

Board Leadership Structure

Our Board’s goal is to achieve the best possible Board leadership structure to facilitate effective oversight and management of our Company. The Board believes that there is no single, generally accepted approach to providing effective Board leadership, and that the leadership structure of the Board may vary from time to time based on the individuals serving on the Board and the specific circumstances facing the Company. To that end, our Corporate Governance Guidelines specify that the Board does not have a formal policy as to whether the positions of ChairmanChair of the Board and Chief Executive Officer shallshould be held by separate persons, or whether the Chair should be independent, and that the Board’s policy is instead to adopt the practice that best serves the Company’s needs at any particular time.

Currently, the positions of Chair of the Board and Chief Executive Officer are held by separate persons. We believe that this structure has served the Company well over the past several years, as we have reshaped the Company’s portfolio and completed our transformation into a focused med-tech growth company following the spin-off of ESAB Corporation in April 2022. Mr. Rales, who currently serves as Chair of our Board, is appropriate givennot standing for re-election and will be retiring from the differences betweenBoard as of the two roles inAnnual Meeting.

Effective as of Mr. Rales’ retirement at the Annual Meeting, the Board has appointed Mr. Trerotola, our current management structure. Our Chief Executive Officer, to serve as Chair of the Board. In arriving at its decision to appoint Mr. Trerotola as Chair, the Board noted that Mr. Trerotola will be able to leverage his deep understanding of the Company’s business to elevate the right strategic opportunities and identify key risks and mitigation opportunities for the Board’s review. The Board also determined that, in his role of Chief Executive Officer, Mr. Trerotola is best positioned to effectively communicate Board strategy to the other members of management and to efficiently implement Board directives and priorities.

Following the Annual Meeting, in accordance with our Corporate Governance Guidelines, Ms. Wienbar will be appointed as Lead Independent Director. We believe that the presence of a strong Lead Independent Director ensures robust independent leadership on the Board and enhances the Board’s ability to evaluate management performance and fulfill its oversight role. Our Corporate Governance Guidelines establish a clear mandate and specific responsibilities for the Lead Independent Director, which include, among other duties, is responsible for settingthings, coordinating the strategic direction foractivities of the Companyindependent directors, consulting with the Chair to help establish Board meeting schedules and agendas and reviewing those schedules and agendas, calling and presiding over executive sessions of the independent directors, acting as a liaison between the independent directors and the day-to-day leadershipChair, and coordinating the annual performance evaluation of the Company, while the Chairman of our Board, among other responsibilities, provides guidance to the Chief Executive Officer takes an active role in settingtogether with the agenda for Board meetings and presides over meetingsCHCM Committee. We believe that Ms. Wienbar’s extensive knowledge of the full Board.Company, leadership experience on other public and private company boards, business acumen and deep understanding of growth and innovation drivers make her well suited for the role of Lead Independent Director.

Board Evaluation Process

The Board and its committees conduct self-assessments annually at their February meetings. The Nominating and Corporate Governance Committee oversees the process. The annual evaluation procedure is summarized below.

Board’s Role in Risk Oversight

 Full Board

The Board maintains responsibility for oversight of risks that may affect the Company. The Board discharges this duty primarily through its standing committees and also considers risk in its strategic planning for the Company and in its consideration of acquisitions. The Board engages in discussions about risk at each quarterly meeting, where it receives reports from its committees, as applicable, about the risk oversight activities within their respective areas of responsibility. Specifically,During 2022, the Board reviewed the Company’s enterprise risk management with the Company’s senior leaders at its July meeting, with a focus on those risks that have the highest probability and greatest impact to the Company. In addition, the Company maintains a Compliance Steering Committee, which includes all members of the Company’s executive leadership team, as well as leaders of key functional areas, such as compliance, supply chain and information technology. The Compliance Steering Committee meets on a quarterly basis to review enterprise risks, as well as related mitigation efforts, and management provides regular updates to the Board on significant matters that are discussed at such meetings.

The Audit, Nominating and Corporate Governance and CHCM Committees each make full reports to the Board of Directors at each regularly scheduled meeting regarding each committee’s considerations and actions, and risk considerations are presented to and discussed with the Board by management as part of strategic planning sessions and when considering potential acquisitions. Further details regarding the roles of the Board’s standing committees with respect to risk oversight are set forth below.

 Audit Committee

The Audit Committee (i) receives reports from and discusses with management, our internal audit team, and our independent registered public accounting firm all major risk exposures (whether financial, operating or otherwise), (ii) reviews the Company’s policies with respect to risk assessment and enterprise risk management, including with respect to cybersecurity risks, and (iii) oversees compliance with legal and regulatory requirements and our ethics program, including our Code of Business ConductConduct.

On an annual basis, management reviews its assessment of key enterprise risks and Ethics.focus areas with the Audit Committee, utilizing a “risk radar” approach developed from meetings with key executives, external benchmarking discussions and reviews of industry thought leadership. Such assessment takes into account, among other things, potential impact to financial statements, regulatory and compliance considerations, potential impact to the Company’s brand and reputation, and the Company’s ability to meet customer demands.

Management reports to the Audit Committee on a quarterly basis regarding the Company’s information security and cybersecurity programs, including the Company’s training, processes, controls and procedures in these areas, as well as its efforts to monitor and improve its cybersecurity defenses and response plans. In addition, management provides regular updates to the Audit Committee on compliance and other matters that are raised through the Company’s ethics hotline and other internal channels.

 Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee oversees the corporate governance principles and governance structures that contribute to successful risk oversight and management. The CHCMPursuant to its charter, the Nominating and Corporate Governance Committee oversees certain risks associatedhas primary oversight responsibility for reviewing the Company’s undertaking with compensation policiesrespect to ESG matters, and practices,reviews ESG trends and developments with management as discussed below.a standing agenda item at each meeting.