Integer Holdings Corp

Additional Equity-Based Compensation for Mr. Smith and Mr. Khales

In addition to the annual LTI program, our executive officers may receive additional equity-based compensation at the date of hire, upon promotion, for special recognition or upon a significant change in responsibility. Such awards are typically used as a recruiting, recognition, and/or retention tool.

In February 2023, the Compensation Committee approved a special award of time-based RSUs having a grant date fair value of $2,000,000 for Mr. Khales, in recognition of his exemplary performance and leadership during the pandemic and post-pandemic recovery period and to support long-term retention. This award will vest entirely on the third anniversary of the grant date. In addition, the Compensation Committee also extended the vesting schedule for the special long-term incentive award of time-based RSUs granted to Mr. Khales in November of 2022, from three-year annual vesting to also vest in full on February 24, 2026. Both of these special awards for Mr. Khales are subject to his continued employment.

In May 2023, the Compensation Committee approved a special award of time-based RSUs having a grant date fair value of $500,000 for Mr. Smith, in conjunction with his appointment to the position of Interim Chief Financial Officer. Mr. Smith’s award will vest in three equal installments, beginning on the first anniversary of the grant date. The award for Mr. Smith is subject to his continued employment.

Separation Arrangement for Mr. Garland

Mr. Garland separated from the Company on May 8, 2023. His departure constituted a termination by the Company other than for “Cause,” and he was provided a severance payment of $571,000, equal to one-year base salary, plus $16,531 for the assumed amount of the Company’s contribution toward health insurance benefits for twelve months. The Company also provided outplacement services for Mr. Garland with a value of $4,275.

Separation Arrangement for Ms. Bolt

Ms. Bolt separated from the Company on November 9, 2023. Her departure constituted a termination by the Company other than for “Cause,” and she was provided a severance payment of $468,000, equal to one-year base salary, plus $16,536 for the assumed amount of the Company’s contribution toward health insurance benefits for twelve months. The Company also provided outplacement services for Ms. Bolt with a value of $4,275.

Vesting of 2021 Performance Stock Units

As discussed in prior proxy statements, during 2021 the Company’s LTI program for NEOs included rTSR PSUs. The program design for those units was based around a performance-period that measured the Company’s relative TSR beginning with the twenty-day average stock price surrounding the grant date (January 22, 2021) and ending with the twenty-day average stock price (including assumed reinvestment of dividends, if any) surrounding the third anniversary of the grant date (January 22, 2024). The program goals for achievement and payout, measured as a percentile achievement against the then-peer group at the time of award, with 0% of the target shares vesting for performance below the 25th percentile, 50% of the target shares to vest at the 25th percentile, 100% of the target shares to vest at the 55th percentile, and 200% of the target shares to vest at or above the 75th percentile, with straight line interpolation between those goals. At its meeting in February 2024, the Compensation Committee certified that the rTSR for the performance period was at the 92nd percentile, resulting in 200% of the target shares being earned for the 2021 rTSR PSUs. The vesting date for this award occurred during 2024, and as such, these shares do not appear in the “Shares Vested During 2023” table below.

Vesting of 2022 Equity-Based Performance Units for Mr. Dziedzic

In March 2022, our Board approved a special award of PSUs having a grant date fair value of $4,000,000 (the “Special PSU Award”) for Mr. Dziedzic. The actual number of PSUs that vest will be between 0% and 200% of the target number of PSUs based upon the satisfaction of both (a) a stock price performance vesting condition which must be achieved by the 5th anniversary of the grant, and (b) a two-year service-based vesting condition. For the stock price performance vesting condition, the target is set at a stock price of $100.00 (28% above the $78.09 closing price of the Company's common stock on the date of grant) and maximum is set at $120.00 (54% above the closing price on the date of grant). For the purpose of measuring goal achievement, stock price is based on the average closing price of the Company’s common stock on the NYSE for 20 consecutive trading days. Settlement of any vested PSUs into shares of the Company’s common stock is deferred for a period of twelve months after the relevant vesting date.

On January 19, 2024, the 20 consecutive trading day average for the Company's common stock was $100.19 and therefore, the target number of shares (36,202) were earned and will vest, subject to continued employment, on March 11, 2024. The additional 36,202 shares, representing the additional payout at maximum performance, continue to remain subject to potential future vesting if the closing price for the Company's common stock achieves the 20 consecutive trading day average of $120.00.

28 | 2024 PROXY STATEMENT