Integer Holdings Corp

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

To assist you in reviewing the proxy statement for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”), we call your attention to the following summary information, which highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. References in this proxy statement to the “Company,” "Integer," “we,” or “our” refer to Integer Holdings Corporation and references to the "Board" refer to the Company's Board of Directors. The Notice and Access Letter is first being mailed, and this proxy statement and the accompanying form of proxy are first being made available, to Company’s stockholders beginning on or about April 8, 2024. Web links throughout this proxy statement are inactive textual references provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this proxy statement.

Information regarding our Annual Meeting

Matters to be Voted on at our Annual Meeting

Performance Highlights for Fiscal Year 2023

Integer is one of the largest medical device outsource manufacturers in the world, serving the cardiac rhythm management, neuromodulation, vascular, portable medical and orthopedics markets. We provide innovative, high-quality medical technologies that enhance the lives of patients worldwide. We also develop batteries for high-end niche applications in the energy, military and environmental markets. Our common stock trades on the New York Stock Exchange ("NYSE") under the symbol “ITGR.”

Our company is on a Journey to Excellence with a clear strategy to win in the markets we serve and achieve excellence in all that we do. All of our actions are anchored to this strategy. From a portfolio perspective, we have taken a structured and disciplined approach to shift the mix of our business to higher growth markets. And with supply chain and labor challenges subsiding, we are accelerating execution of our operational strategy to expand margins. As a result, our 2023 sales grew above market rates, operating margins expanded, and we ended 2023 within our debt leverage target of 2.5 – 3.5 times adjusted EBITDA.

Our strong cash flow has enabled us to maintain our debt leverage ratio within our target, while making investments in capabilities and capacity, including tuck-in acquisitions and facility expansions, that support our customers’ efforts to address significant unmet patient needs.

•The Oscor and Aran Biomedical acquisitions are performing better than expected and were strong contributors to our 2023 sales and profit growth.

•The addition of InNeuroCo in October 2023 brings additional neurovascular catheter design and development capability and capacity to further differentiate the products and solutions we offer to our customers.

•The Pulse Technologies acquisition in January 2024 deepens Integer’s capabilities in precision micro machining and further strengthens our pipeline in high-growth markets like electrophysiology, structural heart, and heart pumps.

•Later this year, we will open a new, state-of-the-art development and manufacturing center in Galway, Ireland, to better serve structural heart and neurovascular customers in this important medical device hub.

•Significant expansion projects are also underway in New Ross, Ireland, as well as in the Dominican Republic, Malaysia and New York to meet customer demand.

In addition to adding end-to-end capabilities, platform technologies and capacity to accelerate our growth in faster growing end-markets, we have taken strategic actions to improve profitability and drive excellence across our operations.

•We continue to further our competitive advantage in Manufacturing Excellence through Company-wide adoption of the Integer Production System, a standardized structure of systems and processes to deliver world-class operational performance, quality and efficiency across all of our global sites.

•In keeping with our commitment to create a more inclusive, values-based culture where individual ideas, perspectives and differences are valued, we launched an additional Employee Resource Group and held more than 120 diversity and inclusion-focused engagement activities in 2023, all driven by associates and supported by executive leadership.

Through the execution of our product line and operational strategy we have significantly grown our pipeline of new product introductions in faster growing end markets, which positions us well for continued above market growth and margin expansion.

Highlights from our 2023 financial results confirm our strategy is positioning Integer to win in the markets we serve:

•Increased sales by 16% to $1.597 billion, driven by our Medical product lines with strong demand, new product ramps, growth from emerging customers with premarket approval products and supply chain improvements.

•Generated $180 million of cash flow from operating activities compared to $116 million for 2022.

•Operating income increased $46 million or 38% to $167 million. Adjusted operating income(1) increased $50 million or 26% to $241 million.

•Diluted earnings per share from continuing operations increased $0.73 per share or 37% to $2.69 per share. Adjusted earnings per share(1) increased $0.79 per share or 20% to $4.67 per share.

(1) Adjusted operating income and Adjusted earnings per share are non-GAAP financial measures. See Appendix A to this proxy statement for information regarding these non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

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Integer’s deep technology, breadth of capabilities and products, global manufacturing footprint and vertical integration uniquely position the Company to serve our customers across all phases of the product lifecycle. Our focused strategy and investments have generated a strong product development pipeline, making us one of the most vertically integrated providers in the fastest growing end-markets. We delivered strong results in 2023 and we believe we are positioned to sustainably grow sales high single digit to low double digits for years to come.

As we continue on our Journey to Excellence, we expect to see significant growth for our associates, our customers, our stockholders and the communities in which we live and work, all while achieving our vision to enhance the lives of patients worldwide by being our customers’ partner of choice for innovative technologies.

For further details on our fiscal year 2023 consolidated financial results, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission (“SEC”) on February 20, 2024. For more information on how our fiscal year 2023 business performance affected our NEOs’ compensation, please see our Compensation Discussion and Analysis beginning on page 17 of this proxy statement.

Executive Compensation Highlights

The Company’s compensation program is designed to provide a competitive compensation package that will attract, retain and motivate our executives to drive the Company’s success through high performance and innovation, to link our executives’ compensation to short- and long-term performance of the Company and to align our executives’ compensation with the interests of our stockholders. To do this, we:

•Provide our NEOs with a fixed level of cash compensation in the form of base salary that is consistent with their skill level, experience, knowledge, length of service with the Company and the level of responsibility and complexity of their position, and is generally targeted at the competitive market median of our peer group;

•Provide an annual short-term incentive program cash incentive award with the objective of providing a competitive level of performance-based annual compensation at the target achievement level, with the opportunity for incentive compensation above target if stretch performance is achieved, and with metrics that focus on key measures of success that the executive team is able to impact over an annual timeframe; and

•Provide a long-term incentive plan (“LTI”) award that is the largest component of our NEOs' target direct total compensation and is designed to align management’s performance incentives and pay outcomes with the interests of our stockholders by linking executive pay to stockholder value creation as the award consists of a combination of performance stock units (“PSUs”) that use organic revenue growth as the performance metric (one-third of the award) and relative total stockholder return versus our peer group as the performance metric (one-third of the award), and time-based restricted stock units (“RSUs”) that vest ratably over a three-year period (one-third of the award).

During 2023, the Compensation and Organization Committee (the “Compensation Committee”) continued its stockholder supported philosophies to ensure alignment to market-based best practices and policies.

The Compensation Committee took the following actions regarding our incentive programs, for 2023:

•Introduced a new component to our short-term incentive program based on strategic objectives that is applicable to all of our NEOs, which we describe as the “ELT Team Goal.”

•Continued a wider than typical threshold and maximum achievement level in our short-term incentive program, as first introduced for 2021, making maximum payout more difficult to achieve while reducing the threshold achievement level for a minimum payout.

•Approved short-term incentive payouts based on achievement against targets established early in 2023, and did not use discretion to adjust payout.

•Granted a special stock-based incentive award to one of our NEOs, in support of both long-term retention efforts and as an incentive to drive long-term stockholder growth.

•Granted a special stock-based incentive award to one of our NEOs (who later became our permanent Chief Financial Officer) in connection with his assignment to the interim Chief Financial Officer position.

•Revised our compensation recoupment policy to be consistent with the new SEC requirements and NYSE listing standards.

Below are some highlights of our compensation program:

Last year’s “say-on-pay” vote received the support of approximately 95% of votes cast by our stockholders (excluding abstentions and broker non-votes). Based on the voting results, we believe our overall executive compensation program is aligned with the interests of our stockholders.

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Corporate Governance Highlights

We believe that good corporate governance promotes the long-term interests of our stockholders, strengthens Board and management accountability, and leads to better business performance. We are committed to maintaining strong corporate governance practices and will continually evaluate these practices going forward. More information about our corporate governance can be found beginning on page 47 of this proxy statement.

The following table summarizes certain highlights of our governance policies and practices:

As described in greater detail under “Environmental, Social and Governance Matters” beginning on page 54 of this proxy statement, we understand the importance of environmental, social and governance (“ESG”) matters and their impact on our stakeholders and the communities in which we live and work. Through our ESG programs, we are committed to conducting business in a socially and environmentally responsible manner and aligning our ESG goals, programs and initiatives with our corporate strategy.

Our Director Nominees

You are being asked to vote on the director nominees listed below. The chart below summarizes some of the key characteristics of the members of our Board. Detailed information about each director nominee’s background can be found beginning on page 7 of this proxy statement. The Board determined that each of the director nominees, other than Mr. Dziedzic, is independent under the NYSE’s Corporate Governance Listing Standards. The information below regarding the director nominees to be elected at the Annual Meeting is as of April 8, 2024.

Consistent with the Board’s commitment to good corporate governance and Board refreshment to ensure a balanced mix of tenure in its membership, five of the ten independent director nominees listed below have joined the Board since the beginning of 2016.

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