Audit Fees

This category of the table above includes fees for the fiscal years ended December 31, 20172019 and 20162018 that were for professional services rendered (including reimbursement for out-of-pocket expenses) for the integrated audits of our annual consolidated financial statements, for reviews of the financial statements included in our Quarterly Reports on Form 10-Q, and for statutory audits.

Audit-Related Fees

This category of the table above includes the fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” For 2017,2019, Audit-Related Fees included thefees related to services rendered in connection with audited carve-out financial statements of our FluidAir & Gas Handling business in connection with the disposition of that business in December 2017.September 2019 and services rendered in connection with the acquisition of DJO. There were no Audit-Related Fees incurred for 2018.

Tax Fees

This category of the table above includes fees billed for tax compliance, tax preparation, tax planning and other tax services. For 2017,2019, Tax Fees included approximately $885,000$1,004,038 for tax compliance and tax preparation and approximately $270,000$19,000 for tax planning and other tax services. For 2016,2018, Tax Fees included approximately $476,000$910,555 for tax compliance and tax preparation and approximately $272,000$234,920 for tax planning and other tax services.

All Other Fees

This category of the table above includes fees billed for products and services other than those described above under Audit Fees, Audit-Related Fees and Tax Fees. For 20172019 and 2016,2018, these included fees incurred for Ernst & Young LLP’s online accounting information tool.

The Audit Committee has considered whether the services rendered by the independent registered public accounting firm with respect to the fees described above are compatible with maintaining the independent registered public accounting firm’s independence and has concluded that such services do not impair its independence.

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Audit Committee’s Pre-Approval Policies and Procedures

Pursuant to its charter, the Audit Committee must pre-approve all auditing services, review and attest services, internal control related services and non-audit services provided to the Company by the independent registered public accounting firm and all fees payable by the Company to the independent registered public accounting firm for such services. The Audit Committee also is responsible for overseeing the audit fee negotiations associated with the retention of Ernst & Young LLP for the audit of our financial statements. The Audit Committee has adopted a pre-approval policy to promote compliance with the NYSE’s listing standards and the applicable SEC rules and regulations relating to auditor independence. In accordance with the Audit Committee charter and the pre-approval policy, the Audit Committee reviews with Ernst & Young LLP and management the plan and scope of Ernst & Young LLP’s proposed annual financial audit and quarterly reviews, including the procedures to be utilized and Ernst & Young LLP’s compensation, and pre-approves all auditing services, review and attest services, internal control related services and permitted non-audit services (including the fees and terms thereof) to be performed for us by Ernst & Young LLP. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee consistent with the pre-approval policy, provided that the decisions of such Audit Committee member or members must be presented to the full Audit Committee at its next scheduled meeting. Pre-approval of permitted non-audit services can only be approved by the full Audit Committee.

VOTE REQUIREDVote Required

The affirmative vote of the holders of a majority of shares present in person or represented by proxy at the votes castAnnual Meeting and entitled to vote is required to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.2020.

BOARD RECOMMENDATION

The Board unanimously recommends that stockholders vote“FOR”the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.Recommendation

The Board unanimously recommends that stockholders vote“FOR”the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020.

AUDIT COMMITTEE REPORT

The Audit Committee consists of A. Clayton Perfall, Patrick Allender, and Thomas Gayner, and Didier Teirlinck, who are all non-management directors. The members of the Audit Committee meet the independence and financial literacy requirements of the NYSE and the additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. In 2017,2019, the Audit Committee held eight13 meetings. The Audit Committee operates pursuant to a written charter adopted by the Board of Directors, which it annually reviews. The charter, which complies with all current regulatory requirements, is available on the Company’s website atwww.colfaxcorp.comon the Investors page under the Corporate Governance tab. During 2017,2019, at each of its regularly scheduled meetings, the Audit Committee met with senior members of the Company’s finance team. Additionally, the Audit Committee has separate private sessions, during its regularly scheduled meetings, with the Company’s independent registered public accounting firm and head of internal audit, respectively. The Audit Committee is updated periodically on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment, and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has also discussed with the independent registered public accounting firm, their evaluation of the Company’s system of internal control over financial reporting.

The Audit Committee evaluates the performance of the Company’s independent registered public accounting firm each year and determines whether to reengage the current independent registered accounting firm or consider other independent registered accounting firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered accounting firm, the firm’s global capabilities, and the firm’s technical expertise, tenure as the Company’s independent registered accounting firm and knowledge of the Company’s global operations and businesses. In connection with the applicable audit partner rotation requirements, the Audit Committee also is involved in considering the selection of the auditors’ lead engagement partner when rotation is required. Based on this evaluation, the Audit Committee decided to engage Ernst & Young LLP as our independent registered accounting firm for the year ended December 31, 2018.2020. The Audit Committee reviews with the independent registered accounting firm and management the overall audit scope and plans, as well as the results of internal and external audit examinations and evaluations by management and the independent registered accounting firm of the Company’s internal controls over financial reporting and the quality of the Company’s financial reporting. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee recommends that the Board ask stockholders, at the Company’s annual meeting, to ratify the appointment of the independent registered accounting firm (see Proposal 2 beginning on page 20)23).

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 20172019 with management and with the Company’s independent registered public accounting firm, including a discussion of the quality and suitability of the accounting principles, the reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, members of the Audit Committee are appraisedapprised of certifications prepared by the Chairman and Chief Executive Officer and the Chief Financial Officer that the unaudited quarterly and audited annual consolidated financial statements of the Company fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company.

In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews the Company’s quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports, and of the independent registered public accounting firm, who arewhich is engaged to review the quarterly consolidated financial statements of the Company, and audit and report on the annual consolidated financial statements of the Company and the effectiveness of the Company’s internal control over financial reporting as of the Company’s year-end.

The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable standardsrequirements of the Public Company Accounting Oversight Board (“PCAOB”). and SEC. The Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. On the basis of the reviews and discussions referenced above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 20172019 be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

Audit Committee of the Board of Directors

A. Clayton Perfall, Audit Committee Chair

Patrick Allender

Thomas Gayner

Didier Teirlinck

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COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements of our named executive officers for 20172019 should be read together with the compensation tables and related disclosures set forth under the section heading “Executive Compensation.”

Executive Summary

Named Executive Officers

The following discussion provides details regarding our executive compensation program and the compensation of our named executive officers in 2017.2019. Our named executive officers (“NEOs”) for 20172019 are:

Our Compensation Philosophy and Guiding Principles

Our executive compensation approach links compensation to Company and individual performance while aligning the long-term interests of management and stockholders. We strive to create a compensation program for our associates, including our executives, that provides a compelling and engaging opportunity to attract, retain and motivate the best talent. We believe this opportunity results inthat our compensation programs motivate performance-driven leadership that is aligned to achieve our financial and strategic objectives with the intention to deliver superior long-term returns to our stockholders. Utilizing this philosophy, our executive compensation program has been designed to:

Fiscal 20172019 Pay for Performance Alignment and Compensation Overview

Fiscal 2019 was a transformational year for Colfax, as we completed significant transactions that marked a strategic shift to diversify end-market exposure, reduce cyclicality, and increase profitability and cash flow, positioning us for continued growth. In 2017,February 2019, we continuedcompleted the acquisition of DJO Global, Inc. (“DJO”) and related financing. DJO is a global leader in orthopedic solutions, providing orthopedic devices, reconstructive implants, software and services spanning the full continuum of patient care, from injury prevention to implement compensation program enhancements committedrehabilitation. DJO has approximately 5,000 employees across 18 locations around the world. The acquisition is expected to in 2016evolve the Company to promote further alignment between our compensation programhigher margins, faster growth, and Company objectiveslower cyclicality, while providing opportunities for significant bolt-on and stockholder interests, as discussed below under “Our Executive Compensation Program – Implementing Stockholder Feedback.” This included a redesign for the performance-based restricted stock units (“PRSUs”) granted in 2017 and annual equity grants during 2017 that did not include any special equity awards.

During the year we made progress on key Company strategic priorities and improved our overall revenue for the year, but consolidated results fell short of our expectations. We faced pressures in our business environmentadjacent acquisitions over the second half of 2017 within Howden and ESAB, as discussed further below, and in the face of these challenges did not meet our high operating execution standards. As a result, we did not achieve our financial goals, leading to an overall corporate bonus achievement that was above threshold but below target for Messrs. Trerotola, Hix, and Pryor under our 2017 Annual Incentive Plan (“AIP”). In assessing our performance against the AIP targets, we felt it was important to recognize the Company’s results and progress in building a foundation for the future while acknowledging that full-yeartime.

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profitabilityIn May 2019, we signed a purchase agreement to sell our Air & Gas Handling business for an attractive valuation. We completed the divestiture in September 2019 and used the proceeds to pay-down our debt and position us to pursue strategic bolt-on acquisitions for our remaining businesses. The divestiture reduced our exposure to cyclical end markets and improved our profit margin and cash generation profile.

Our strong operational reactionperformance in 2019 reflected improvements in our Fabrication Technology business that enabled it to business pressuresincrease its market share while sharply improving margins. DJO rapidly returned to healthy growth levels following investments and improvements in the second-halfits operating and innovation capabilities. Consolidated net sales of theover $3.3 billion reflected only 10 months of DJO results, and Colfax delivered full year fell shortorganic growth despite dynamic industrial markets. Excluding costs associated with portfolio changes, exiting certain pension obligations, and restructuring charges primarily related to DJO, our core operating metric, adjusted EBITA, and adjusted earnings per share (“EPS”) showed strong growth.

We achieved and exceeded many of our expectationsinternal corporate financial and commitmentoperational goals, leading to high performance standards. Accordingly, management recommended, and the Compensation Committee approved, the reductionan overall corporate bonus achievement under our Annual Incentive Plan (“AIP”) of the AIP payout related to overall performance by 10% from the percentage payout based on achieved results for each NEO.

For our corporate executives, our overall Company performance resulted in an AIP achievement of 83%100% for Messrs. Trerotola, Hix, and Pryor before the additional AIP reduction, as discussed in more detail below in the AIP business results table on page 27 under “Annual Incentive Plan.”Pryor.

For ESAB, despite commodity price pressures duringIn 2019, Fabrication Technology net sales increased 2.5%, including the later portionsuccessful integration of 2017 that impacted overall operating margin achievement,businesses acquired in 2018. Fabrication Technology achieved organic growth in 2019 at rates higher than the growth rates of competitors, increasing its market share. Overall, the business grew organically year-over-yearimproved its cost position and also continued to improveachieved its adjusted operating margin.commercial objectives, but the business was below threshold achievement on its working capital metric. These results were reflected in a company-wide/business specific achievement under our AIP with an AIP achievement of 99% before the additional AIP reduction88% blended company factor (weighted 30% Colfax corporate and 70% ESAB) for Mr. Kambeyanda, as discussed in more detail below in the AIP business results table on page 27 under “Annual Incentive Plan.”Kambeyanda.

For Howden, despite significant restructuring efforts that protected operating profit results and healthy progressthe 10-month period in shifting focus to industrial applications, decreases2019 since being acquired by Colfax in February 2019, DJO achieved net sales of $1.1 billion, with $333.7 million in the Power end-marketfourth quarter of 2019. Since we acquired DJO, we have made significant investments to support operating improvements throughout the business and a stallcompleted many of the transformational projects that had been started in 2017, enabling the business to better serve its customers. Organic growth improved throughout the year, delivering strong year-on-year organic growth in the Oil & Gas market recovery created a challenging operating environmentfourth quarter of fiscal 2019, and revenue for the full year, as2019 came in above target while EBITDA was below threshold. These results were reflected in a company-wide/business specific achievement under our AIP with an AIP achievement of 61% before the additional AIP reduction83% blended company factor (weighted 30% Colfax corporate and 70% DJO) for Mr. Brander, as discussed in more detail below in the AIP business results table on page 27 under “Annual Incentive Plan.”

Fluid Handling delivered improved performance and profitability that facilitated a successful sale, as reflected in an AIP achievement of 120% before the additional AIP reduction for Mr. Mayhorn. The sale of this business was a key strategic milestone for our portfolio development, which provides more flexibility to execute our growth strategy. Separate transaction-related bonuses were also paid to Mr. Mayhorn and Mr. Pryor in recognition of their significant contributions to the successful Colfax Fluid Handling sale.Shirley.

Further, the Compensation Committee took the following actions during 2017 equity grants were made to our NEOs as follows:2019:

	–The Compensation Committee redesigned our performance-based restricted stock units (“PRSUs”) in 2019 and transitioned from using an operational improvement metric (adjusted operating margin) and an investor return benchmark (relative total stockholder return (“TSR”) vs. the S&P MidCap 400 Industrials Index), each of which was equally weighted and measured over a three-year period, to solely using relative TSR vs. the S&P MidCap 400 Industrials Index, measured over a three-year period. The Compensation Committee believes that using a single investor return benchmark is more appropriate for the Company at this time due to the highly acquisitive nature of our business, which makes it difficult to set meaningful three-year operational improvement metrics.
	Each of Messrs. Trerotola’s and Pryor’s annual equity awards consisted of approximately equal parts of (i) stock options that vest in equal installments over a three-year period following their grant date, and (ii) PRSUs that cliff vest in three years based on relative TSR performance over a three-year performance period. Mr. Trerotola did not receive anyannual equity awardsgrants in 2018 and 2017 due to his new hire grant in 2015 and his special equity grant that was made in January 2016; and2016.
	–
	AnnualDue to outstanding performance related to the portfolio changes in fiscal 2019, the Compensation Committee approved a promotional increase to Mr. Hix’s base salary and to Mr. Kambeyanda’s base salary and long-term incentive awards. For their performance throughout the transactions noted above, the Committee also approved in December 2019 a one-time grant of RSUs for Messrs. Hix and Kambeyanda that vest ratably over a three-year period. Both gentlemen also received their annual equity awards for our other NEOsaward, which consisted of (i) stock options that vest in equal installments over a three-year period following their grant date and (ii) PRSUs that will becliff vest in three years based on relative TSR performance over a three-year performance period.
	Mr. Shirley’s annual equity award consisted of (i) stock options that vest in equal installments over a three-year period following their grant date, (ii) PRSUs that become earned ifsubject to achieving adjusted EBITDA targets at all, basedDJO (the “DJO PRSUs”) over a two-year performance period, with potential 50% vesting on the second anniversary of the grant date and 50% vesting on the third anniversary of the grant date, and (iii) RSUs that cliff vest two years following the grant. With respect to the DJO PRSUs, the Compensation Committee awarded a larger grant of PRSUs than normally provided annually to incentivize Mr. Shirley to achieve deal related targets that would represent significant progress toward the achievement of operating marginthe Company’s long-term growth objectives with respect to DJO. Additionally, the Compensation Committee believes Mr. Shirley’s award will help align the new DJO platform with Colfax’s long-term growth objectives.
	In light of the strategic review undertaken with respect to the Air & Gas Handling business, and total stockholder return (TSR) targetsits ultimate sale completed in September 2019, the Compensation Committee determined it was appropriate that Mr. Brander receive a deal related bonus of $3,152,585 for his performance during the transaction. Mr. Brander’s annual equity award consisted solely of stock options that were scheduled to vest in equal installments over a three-year measurement period.period following their grant date; however, these options were forfeited in connection with the sale of the Air & Gas Handling business.

2019 Say-On-Pay Vote

At our 2019 Annual Meeting, approximately 99% of the stockholder votes cast on our advisory proposal to approve the compensation of our NEOs were voted in favor of our executive compensation proposal. Our Compensation Committee considered the outcome of this vote in the context of our prior and on-going engagement with stockholders and accordingly did not make any additional changes to our executive compensation policies and program elements (other than the redesign of our PRSUs described above). The Compensation Committee has determined to provide for an annual “say-on-pay” proposal and will continue to carefully evaluate the feedback received from our stockholders in connection with the voting on that proposal.

Our Executive Compensation Program – Implementing Stockholder Feedback

As further described in our 2017 Proxy Statement we conducted expanded stockholder outreach in connection with and following our 2016 advisory vote onOur executive compensation which contributedprogram includes elements designed to changes in several elements of our compensation program. These changes were approved byalign executive pay with Company objectives and long-term stockholder returns, including the Compensation Committee and the Board during the second half of 2016 for implementation during 2017 and included:PRSU grants entirely based on relative Total Shareholder Return as discussed above.

Each of these compensation program enhancements was implemented for 2017. Further, driven by the Compensation Committee’s continuing assessment of the pay-for-performance alignment of our compensation program,For 2019, the Compensation Committee established the following target compensation program for our executive officers in 2017:CEO:

2017 NEO2019 CEO Incentive Compensation Structure

With respect to our other NEOs, for 2019, the Compensation Committee established the following target compensation program:

2019 Incentive Compensation Structure for Other NEOs (Average)^*

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Our 2019 executive compensation structure consists of three core compensation elements–base salary, an annual cash bonus, and long-term incentives. The Compensation Committee looks atreviewed each of the three compensation elements– base salary, Annual Incentive Plan, and Long-Term Incentive Plan–element individually while also considering the total compensation package provided to create an appropriate mix designed to attract, incentivize, and retain our executives. Each primary elementThe following table summarizes the core elements of our 2019 executive compensation program has a different purpose:program:

The framework of our executive compensation program includes the governance features and other specific elements discussed below:

What we do			What we don’t do
	Pay for performance focus – Our AIP compensation is linked to pre-establishedpre-established financial and operational goals that are intended to drive performancedriveperformance over the annual performance plan period. Options and PRSUsandPRSUs are linked with longer-term performance, our stock price, and,for PRSUs, a key operational metric and relative TSR performance, which we believe incentivizes long-termincentivizeslong-term Company success and stockholder value creation.			No gross-up payments to cover excise taxes or perquisites –Wedo not provide tax gross-ups to our executives in connection withconnectionwith severance benefits or executive perquisites other than relocation.thanrelocation.
	Varying performance metrics under short-term and longer- term longer-termincentive plans – In balancing compensation objectives linked to short-termtoshort-term and long-term periods of time horizons, the Company seeks to align compensationaligncompensation with several performance metrics that are critical to achievementtoachievement of sustained growth and stockholder value creation.			No pledging andor hedging of Company stock – We prohibit ourexecutives and directors from hedging Colfax stock and fromandfrom entering into new pledge arrangements or derivative agreementsderivativeagreements using Colfax stock.
	Caps on Annual Incentive Plan payouts – Executive bonus paymentsare capped under our AIP, as approved by our stockholders, in part topartto discourage excessive risk taking. The Compensation Committee isCommitteeis prohibited from increasing compensation payablethe results with respect to eacheachfinancial and operational performance metric once established, but retainsbutretains the discretion to reduce or eliminate compensation under ourunderour AIP even if performance goals are attained.			No repricing or buyout of underwater stock options – We do notpermit the repricing of underwater stock options without the expresstheexpress approval of our stockholders.
	Double trigger provisions for change in control – Severancepayable upon a change in control is only received upon executive’suponexecutive’s employment termination without cause or resignation forresignationfor good reason within two years following the change in control. Thiscontrol.This approach is commonly referred to as “double trigger.”			No excessive change in control payments – No severance upona change in control in excess of two times salary and targetbonus.
	Clawback Policy and Insider Trading Policy – We have acomprehensive compensation clawback policy that is triggered bya material restatement of the Company’s financial statements andapplies to all of our executive officers, and enforce a strict insidertrading policy and blackout periods for executives and directors.			No short-term vesting – We do not award any long-termincentives with a vesting period shorter than one year.
	Stock Ownership Policy – We have a robust stock ownershippolicy to further align the long-term financial interests ofCompany executives with those of our stockholders.			No compensation programs or policies that reward for materialor excessive risk taking – We annually review the Company’s compensationCompany’scompensation policies and practices in relation to our risk managementriskmanagement practice and any potential risk-taking incentives. Ourincentives.Our most recent assessment in March 2018 concluded that the risks arising fromarisingfrom our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
	Clawback PolicyIndependent Compensation Committee and Consultant – We have a comprehensiveOurCompensation Committee is comprised solely of independentdirectors. The compensation clawback policy thatconsultant to the CompensationCommittee during 2019, FW Cook (i) is, triggered by a material restatementbased on theCompensation Committee’s assessment, independent andwithout any conflicts of interest with the Company’s financial statementsCompany and applies(ii) hasnever provided any services to all of our executive officers.the Company other than thecompensation-related services provided to the CompensationCommittee. See page 37 for further details.			No pension plan – We do not maintain a defined benefitpension plan for any senior executives, other than a frozen foreignfrozenforeign plan that we acquired via acquisition which is limited tolimitedto a small number of historical participants.
	Stock Ownership Policy – We have a robust stock ownership policy to further align the long-term financial interests of Company executives with those of our stockholders.
	Independent Compensation Committee and Consultant – Our Compensation Committee is comprised solely of independent directors. The compensation consultant to the Compensation Committee during 2017, FW Cook (i) is, based on the Compensation Committee’s assessment, independent and without any conflicts of interest with the Company and (ii) has never provided any services to the Company other than the compensation-related services provided to the Compensation Committee. See page 32 for further details.

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Determination of Executive Compensation and Performance Criteria

Our executive compensation program is based on the philosophy and design outlined above with a focus on exceptional performance and continuous improvement from our management team. Within this framework, the Compensation Committee exercises its reasoned business judgment in making executive compensation decisions and takes into account recommendations by our Chief Executive Officer with respect to the compensation of each executive officer, other than himself (see “CEO Recommendations” on page 31)36). Some of the factors that generally are referenced when making executive compensation decisions, none of which areis assigned a particular weight, are as follows:

■	The nature of the executive’s position
■	The Compensation Committee’s assessment of pay levels and practices infor executives with the skills and experience our competitive marketplace. Seeexecutives possess (see ““Role of Compensation Consultants and Peer Data Review”Review” on page 3136)
■	The performance record of the executive
■	The Company’s operational and financial performance
■	The executive’s leadership potential
	The retention value of our compensation program over time

Further, a substantial percentage of compensation under our Annual Incentive Plan is determined solely by the achievement of annual performance criteria based on Board-approved financial and operational goals for the fiscal year. These goals are then incorporated into the metrics set for our Annual Incentive Plan and approved by the Compensation Committee, as further discussed under “Bonus Calculation and Payment - Financial and Operational Metrics and 20172019 Performance Results” on page 28.32. We believe that this link to our Board-established corporate and business goals reinforces alignment and incentives forincents breakthrough results both at the business-unit level and Company-wide.

Elements of Our 20172019 Executive Compensation Program

Base Salary

Base salaries are designed to provide compensation that is market competitive so that we can attract the best qualified individuals and retain our senior management. Base salaries are established at an executive’s hire and generally reviewed annually for potential increases. TheIn February 2019, the Compensation Committee set the salary levels set for each of our NEOs in fiscal 2017 were based on the Compensation Committee’s assessment of the relative roles and responsibilities of management and the results of their individual performance assessments, combined with perspective from the competitive compensation data prepared by FW Cook and the Compensation Committee’s reasoned business judgment. After remaining flatMr. Shirley’s base salary was approved by the Compensation Committee in connection with the DJO acquisition and based upon his historical compensation and a review of competitive compensation data prepared by FW Cook. In December 2019 the Compensation Committee approved promotional increases for 2016, NEOMessrs. Hix and Kambeyanda in light of their continuing strong performance, in particular their performance related to the transition of the portfolio, and to maintain market competitiveness. As a result, Mr. Hix’s salary was increased from the base salaries weresalary of $595,000 set in February 2019 to $650,000, and Mr. Kambeyanda’s salary was increased from the base salary of $550,000 set in 2017February 2019 to $625,000, in each case effective as of December 9, 2019. Messrs. Trerotola and Pryor received modest base salary increases in 2019 primarily reflecting our continued operational improvements and the Compensation Committee’s competitive marketplace review. Mr. Brander’s base salary increase was, in part, based on his engaged and focused leadership while the Company undertook a strategic review of the Air & Gas Handling business, which was first publicly announced in November 2018. A comparison of base salary levels setas of December 31, 2019 (or September 30, 2019 for 2017Mr. Brander) and 20162018 is set forth below:

Annual Incentive Plan

The goal of our Annual Incentive PlanAIP is to reward our executives for achievement in key areas of Company operational and financial performance as well as each executive’s individual contributions to Company success. Our AIP provides our NEOs the opportunityare eligible to receive ana cash incentive payment that is expressed as a percentage of the executive’s base salary (i.e., “target bonus”). The target bonus incentivizes under our NEOs to achieve key CompanyAnnual Incentive Plan. Performance measures include corporate and individual performance against pre-determined financial and operational metrics setapproved by ourthe Compensation Committee and derived from annual goals for Colfax’s operational and financial performance established by our Board in its strategic planning and corporate budget development. Theat the beginning of the fiscal year.

These performance metrics established by the Compensation Committee for business leaders reflect both Company-wide and business-specific performance targets.targets resulting in a company performance factor (“CPF”). The CPF for Messrs. Kambeyanda and Shirley is a weighted average consisting of 70% segment performance measures and specific financial and operational metrics used, which are discussed below in greater detail, are set at the beginning of each year. In addition, the30% Colfax corporate performance. The amount payable based on Company-wide and business-specific performanceunder the AIP can be adjusted upward or downward based on the individual performance factor (“IPF”), which is linked to specific, individualized business goals. Actual bonus amounts are determined following completion of the performance year and are based on performance relative to thethese pre-established business and individual goals using the following formulas:

As shown in the payout curve that follows, executives can achieve a payout percentage of their target bonus ranging from zero for below-threshold performance to a threshold of 50% to a maximum of 200%, with 100% target goal achievement resulting in 100% payout of the individual’s target bonus for that performance metric, based on the extent to which objective pre-established financial and operational performance goals are achieved; and

The total amount earned is subject to adjustment based on individual achievement as measured by an IPF. The IPF is a multiplier that ranges from 0 to 1.5 (subject to an overall payout cap of 250% of the target bonus). For 2019, IPFs for our NEOs ranged from 1.0 to 1.35. The IPF rating is based on individual performance against pre-established objectives and the embodiment of our Company’s core values and behaviors. The IPF and key performance indicators include both financial and non-financial Company objectives over which the executive has primary control.

2019 Annual Incentive Plan Payout to Performance

*	Working capital turns (WCT) threshold and maximum set within bounds based on management assessment of WCT performance expectations.

Under our Annual Incentive Plan:

The IPF is linked to each executive’s specific annual objectives, which are separate from the operational performance measures under the Annual Incentive Plan but are also designed to meaningfully drive Company performance, key initiatives, and build our foundation for future growth.

Detail regarding the individual components of these formulas for fiscal year 2019, including a calculation of the payout percentages and description of the IPF component, follows the NEO bonus payout tables.tables below.

Key Executive Team Achievements

■	Delivery of revenue growth consistent with our commitment to strengthening our foundation for the future and providing long-term stockholder returns
■	Continued increases in ESAB profitability and sales
■	Execution of restructuring actions that reduced our 2017 costs
■	Colfax Business System (“CBS”) driven improvements in safety and on-time delivery
■	Successful completion of the DJO acquisition and sale of the FluidAir & Gas Handling business, which strengthenedfurthering the strategic shift of our balance sheetportfolio to diversify end-market exposure, reduce cyclicality, and supports our strategic growth programincrease profitability
■	Multiple complimentary
	Integration of DJO into existing operations, with certain members of the executive team undertaking oversight responsibilities with respect to our new medical device platform
	Successful integration of two fiscal 2018 acquisitions completed in key markets, including Siemens Turbomachinery Equipment GmbH (“STE”), which provides a stronger European footprint, HKSour Fabrication Technology segment
	Very strong margin improvement in our Fabrication Technology segment
	Acceleration of quarter over quarter growth in our Medical Technology segment and Ventsim, which contribute to an expansion of our digitalstrong growth initiatives, and EWAC, a market leader in the repairReconstructive and maintenance sector in IndiaPrevention and Rehabilitiation product lines
■	Successful recruitment for
	Introduction of 84 new products into the market, outpacing competitors and CBS immersion of new Colfax SVP, CBS & Supply Chain leadercontributing to market share gains in our Fabrication Technology segment

Bonuses Paid for 2017Bonus Calculation and Payment – Financial and Operational Metrics and 2019 Performance Results

For corporate executives, the Company performance factors (CPF) consisted of financial targets based on net sales (as adjusted), adjusted EBITA, working capital turns (as adjusted), and adjusted EPS. In 2019, we transitioned from using a financial target based on operating profit (as adjusted) to the financial target based on adjusted EBITA. This was intended to better align with how Colfax management evaluates the business and the Company’s financial reporting practices. The pre-established targets were based upon Board-approved operational and financial goals for 2019. These targets represented significant progress in each category toward the achievement of the Company’s long-term growth objectives and aligned with the Board-approved corporate budget.

For Mr. Shirley, the “target goals” included adjusted EBITDA for the DJO segment, which was pre-established by the Compensation Committee in connection with the acquisition of DJO. His goals were set at levels that would represent significant progress in each category toward the achievement of the Company’s long-term growth objectives with respect to DJO and align with the Board-approved corporate budget.

For Messrs. Kambeyanda and Shirley, Colfax corporate measures constituted 30% of the potential payout factor with their business unit goals consisting of 70% of the total target. These weightings are intended to drive accountability for business operational results while also encouraging thoughtful work and cooperation across the organization.

The financial and operational performance measures and corresponding weightings of these metrics for 2019 were as follows:

Bonuses were calculated using the aforementioned formula as shown in the following formula before application of the IPF as described below on page 29. Percentage payouts under our AIP were further reduced by 10% across the Company, as described above on page 23 under “Fiscal 2017 Pay for Performance Alignment and Compensation Overview.” The target and actual bonus award paid to each NEO under the AIP for 2017 are set forth below.table. These bonuses are also reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below on page 36.40.

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In light of Mr. Brander’s execution and effort with respect to the sale of our Air & Gas Handling business, which strengthened our balance sheet and provides more flexibility for our growth strategy, Mr. Brander received a bonus for 2019 of $3,152,585, which is reflected in the “Bonus” column of the Summary Compensation Table below on page 40. The bonus was based upon the performance of the Air & Gas Handling business and his performance through the closing of the transaction.

Bonus Calculation – Target Bonus

The Compensation Committee annually reviews and approves AIP target bonus percentages for each executive officer in alignment with our compensation philosophy and taking into consideration the Compensation Committee’s competitive marketplace review. Targets as a percentage of base salary did not change from prior yearprior-year targets, except for Mr. Kambeyanda, whose AIP target increased from 70%75% to 75%80% to better align with the Compensation Committee’s evaluation of the competitive market for executives with similar roles and experience levels.market.

Bonus Calculation – Financial and Operational Metrics and 2017 Performance Results

For corporate executives, financial targets based on net sales (as adjusted), operating profit (as adjusted), working capital turns (as adjusted), and adjusted EPS constitutedIn connection with the performance measures under our AIP before the IPF was applied (as discussed further below on page 29). For all NEOs, the “target goals” (the level of performance necessary to achieve the target bonus payout) were pre-established byDJO acquisition, the Compensation Committee set Mr. Shirley’s target bonus at 100% based upon Board-approved operationalhis historical compensation and financial goals for 2017 and were set at levels that would represent significant progress in each category toward the achievement of the Company’s long-term growth objectives and align with the Board-approved corporate budget.Compensation Committee’s competitive marketplace review.

Given that the Fluid Handling business was sold on December 10^th, the actual achievement during the period of our ownership was adjusted to account for the remaining portion of the fiscal year performance period using our final forecast for the Fluid Handling business prior to its disposition, which resulted in the full year performance levels for Fluid Handling used in the bonus calculations.

For Messrs. Kambeyanda, Brander, and Mayhorn, corporate measures constituted 30% of the potential payout factor with their business goals consisting of 70% of the total target, which is intended to drive accountability for business operational results. The Compensation Committee selected these weightings when it established the goals for the year based on the results of our Board’s strategic planning process and corporate budget. The AIP is formulaic in nature and neither the Board, the Compensation Committee nor any executive is able to exercise any upward discretion with respect to the payout levels of each performance metric once established by the Compensation Committee. The financial and operational performance measures and corresponding weightings of these metrics for 2017 were as follows:

Payouts under our AIP are calculated using the following scale, before application of the IPF (which impact is capped by the 250% maximum payout):

2017 Annual Incentive Plan Payout to Performance

Metric Performance % of plan

- 2018 Proxy Statement

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The 20172019 corporate performance goals and achievement for each are set forth below. As shown in the table, the weighted average performance result for these2019 corporate metrics was 100% of plan, compared to 121% of plan for 2018 and 83% of plan before application of the 10% reduction, compared to 79% of plan for 2016 and 52% of plan for 2015.2017.

The table below summarizes the 20172019 achievement of business goals for Messrs. Kambeyanda Brander, and Mayhorn,Shirley, which when aggregated with the corporate goal results as shown above, determine their AIP financial and operational performance factor:

We do not disclose the specific target goals or achievement for sales (as adjusted), orders (for Howden), operating profit (as adjusted) or working capital turns (as adjusted) applicable to our business segments as they are highly confidential to our businesses. We believe that disclosure of this information would be competitively harmful to us, as it would provide our competitors with strategic information specific to certain businesses, thus providing our competitors insight into our plans and projections for such businesses. As evidenced by our performance this year, these target levels are designed to be difficult to accomplish and are not certain to be met.

Bonus Calculation–Calculation – Individual Performance Factor

In addition to the target bonus percentages and financial and operational metrics discussed above, the third and final factor under our AIP is the Individual Performance Factor (IPF). This is a multiplier that ranges from 0 to 1.5 (subject to an overall payout cap of 250% of the target bonus) based on individual performance, embodiment of our Company’s core values, and achievement of key performance indicators (KPIs) set in advance for each executive by our CEO, or, for our CEO, by the Board. The individual performance factor and KPIs set thereunder are includedIPF, as part of the AIP so that non-financial Company objectives over which the executive has primary control are factored in as a reasonable part of the individual’s total annual bonus for the year.described above. The individual performance factors for each executive were determined after evaluating each NEO’s performance, including the collective achievements detailed on page 2732 above. For AIP payouts, bonus allocations were formulated based on Board-approved budgets, with a 1.0x average payout target for participants in the AIP and deviations from that average permitted if supported by performance or based on external circumstances outside of management’s control. For 2017,2019, IPFs for our NEOs ranged from 0.81.0 to 1.2.

Compensation Actions Related to the Sale of Colfax Fluid Handling

On December 11, 2017, we completed the sale of our Fluid Handling business to CIRCOR International, Inc. (CIRCOR) for cash and CIRCOR shares representing approximately 16.5% of CIRCOR’s issued and outstanding shares on the closing date. This business delivered significant financial performance improvements over a two-year period prior its sale, which contributed to our ability to successfully capture its value upon sale. In order to ensure the continued focus of our Fluid Handling management team1.35, as the sale process was undertaken, Mr. Mayhorn, who at the time was President of Colfax Fluid Handling, and certain key associates within Fluid Handling were provided retention bonuses contingent on the successful completion of the sale process. Accordingly, Mr. Mayhorn earned a $400,000 retention bonus at closing. Further, given the execution and effort throughout the sale process, which strengthened the Company’s balance sheet and provides more flexibility for our growth strategy, each of Mr. Mayhorn and Mr. Pryor, our EVP, Strategy & Business Development, also received bonuses of $500,000 in recognition of their performance and contributionsshown above.

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toward achieving this strategic milestone. In connection with his termination as an executive officer of Colfax upon the closing of the sale and in light of our continuing interest in a successful transition through our ownership of CIRCOR shares, we also entered into a six-month transition services agreement with Mr. Mayhorn as an employee of Colfax to facilitate the successful transfer of the Fluid Handling business to CIRCOR. Under this agreement, contingent upon the successful provision of the transition services, Mr. Mayhorn is to receive a severance payment equal to one year of his base salary and target bonus, in an aggregate amount $807,500, upon completion of the transition services term. Further, following completion of the transition services term and termination thereunder, Mr. Mayhorn shall serve as a consultant to the Company until March 31, 2019 in connection with specific work related to CBS projects for $10,000 per month and for no more than 30 hours per month.

Long-Term Incentives

The goal of our long-term incentive plan is to align the compensation of executives with the interests of stockholders by encouraging sustained long-term improvement in operational and financial performance and long-term increase in stockholder value. Long-term incentives also serve as retention instruments and provide equity-building opportunities for executives. In recent years, we have granted stock options and PRSUs as our primary forms of equity awards, with service-based RSUs being granted principally as recruitment or promotion awards at the time of hire or promotion. Vesting ofThe Compensation Committee redesigned our PRSUs granted during 2017 is conditioned upon achieving a keyin 2019 and transitioned from using an operational improvement metric (adjusted operating margin) over a three-year period and an investor return benchmark (relative TSR vs. the S&P MidCap 400 Industrials Index), alsoeach of which was equally weighted and measured over a three-year period, to solely using relative TSR vs. the S&P MidCap 400 Industrials Index, measured over a three-year period. The Compensation Committee believes that using a single investor return benchmark is more appropriate for the Company at this time due to the highly acquisitive nature of our business, which makes it difficult to set meaningful three-year operational improvement metrics. Once vested, at least 50% of the shares delivered pursuant to the PRSUs (net of shares withheld or sold for taxes) must be held for an additional one-year period.

In connection with the acquisition of DJO, Mr. Shirley received an annual equity award consisting of (i) DJO PRSUs, (ii) RSUs that cliff vest after two years and (iii) stock options. The DJO PRSUs are subject to achieving certain adjusted EBITDA targets at DJO, measured over a two-year period, with 50% vesting on the second anniversary of the grant date and 50% vesting on the third anniversary of the grant date. The DJO PRSUs further provided that 50% of the PRSUs may be earned (but not vest) if a specified adjusted EBITDA target was achieved during 2019. However, this target was not achieved during 2019 and such DJO PRSUs remain eligible to vest following completion of the two-year performance period. The award is intended to align Mr. Shirley’s compensation with the interests of stockholders and incentivize the achievement of certain strategic objectives relating to the acquisition and integration of DJO.