Integer Holdings Corp
For the period ended Apr 7, 2025. Filed Apr 7, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 7, 2025 · Filed Apr 7, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
|---|
| Filed by a Party other than the Registrant | ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of
Annual Meeting
of Stockholders and
Proxy Statement
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Integer Holdings Corporation, which will be held on Wednesday, May 21, 2025 at 9:00 a.m., Central Time, at 5830 Granite Parkway, Suite 1150, Plano, Texas.
Details of the business to be conducted at the Annual Meeting are given in the enclosed Notice of Annual Meeting and Proxy Statement. Included with the Proxy Statement is a copy of the company’s 2024 Annual Report. We encourage you to read this document. It includes information on the company’s operations, markets and products, as well as the company’s audited consolidated financial statements.
At the conclusion of his term effective with the Annual Meeting, William B. Summers Jr. will retire from our board of directors after 24 years of service. We want to thank Bill for his many years of service and dedication to Integer.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted. We are using the “Notice and Access” (Notice of Internet Availability) method of providing proxy materials to you via the Internet. We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. We have mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice and Access Letter”) containing instructions on how to access our Proxy Statement and Annual Report and vote electronically on the Internet or by telephone. The Notice and Access Letter also contains instructions on how to receive a paper copy of the proxy materials.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Pamela G. Bailey
Pamela G. Bailey
Chair of the Board
/s/ Joseph W. Dziedzic
Joseph W. Dziedzic
President and Chief Executive Officer
5830 GRANITE PARKWAY, SUITE 1150
PLANO, TEXAS 75024
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2025 Annual Meeting of Stockholders of Integer Holdings Corporation will be held at 5830 Granite Parkway, Suite 1150, Plano, Texas 75024 on Wednesday, May 21, 2025 at 9:00 a.m., Central Time, for the following purposes:
To elect 10 directors for a one-year term or until their successors have been duly elected and qualified;
To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Integer Holdings Corporation for fiscal year 2025;
To approve, on an advisory basis, the compensation of our named executive officers;
To approve an amendment to the Company’s Restated Certificate of Incorporation to include an officer exculpation provision; and
To consider and act upon other matters that may properly come before the Annual Meeting and any adjournments thereof.
Stockholders of record at the close of business on March 24, 2025 are entitled to vote at the Annual Meeting.
By Order of the Board of Directors,
/s/ Lindsay K. Blackwood
Lindsay K. Blackwood
Senior Vice President,General Counsel and Corporate Secretary
Plano, Texas
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. IF YOU RECEIVED A NOTICE AND ACCESS LETTER, YOU CAN VOTE YOUR SHARES BY PROXY VIA INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS FOUND IN THE NOTICE AND ACCESS LETTER. IF YOU RECEIVED PRINTED COPIES OF THE PROXY MATERIALS BY MAIL, YOU CAN VOTE YOUR SHARES BY PROXY VIA INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS FOUND ON THE PROXY CARD OR BY MARKING, SIGNING, DATING AND PROMPTLY RETURNING THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE FURNISHED FOR THAT PURPOSE. ANY PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME PRIOR TO ITS USE AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS. ANY STOCKHOLDER PRESENT AT THE MEETING MAY WITHDRAW HIS OR HER PROXY AND VOTE PERSONALLY ON ANY MATTER PROPERLY BROUGHT BEFORE THE MEETING.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2025
INTEGER HOLDINGS CORPORATION’S 2025 PROXY STATEMENT AND 2024 ANNUAL REPORT
ARE AVAILABLE AT www.envisionreports.com/ITGR
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Company Proposals | 7 |
| Proposal 1 – Election of Directors | 7 |
| Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm | 14 |
| Proposal 3 – Advisory Vote on Compensation of the Named Executive Officers | 15 |
| Proposal 4 – Approval of an Amendment to the Company’s Restated Certificate of Incorporation (officer exculpation) | 16 |
| Compensation Discussion and Analysis | 18 |
| Executive Summary | 18 |
| Compensation Philosophy | 20 |
| Compensation Committee Practices and Procedures | 20 |
| Competitive Market Review | 21 |
| Base Salary | 22 |
| Annual Performance-Based Incentives | 23 |
| Long-Term Incentive Plan | 27 |
| Additional Equity-Based Compensation | 28 |
| Other Features of Our Executive Compensation Program | 29 |
| Change in Control Agreements and Severance Benefits | 31 |
| Employment Agreements | 31 |
| Compensation and Organization Committee Report | 32 |
| Compensation Risk Analysis | 32 |
| Executive Compensation | 33 |
| 2024 Summary Compensation Table | 33 |
| 2024 Grants of Plan-Based Awards | 34 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 35 |
| Stock Vested in 2024 | 36 |
| Equity Compensation Plan Information | 37 |
| Potential Payments Upon Termination of Employment or Change in Control | 38 |
| CEO Pay Ratio | 42 |
| Pay Versus Performance | 43 |
| Corporate Governance and Board Matters | 48 |
| Leadership Structure of the Board | 48 |
| Board Independence | 49 |
| Enterprise Risk Management | 49 |
| Committees and Meetings of the Board | 49 |
| Executive Sessions of the Board | 51 |
| Board/Committee/Director Evaluations | 51 |
| Communications with the Board | 51 |
| Compensation Committee Interlocks and Insider Participation | 52 |
| Director Compensation | 52 |
| Related-Person Transactions | 54 |
| Audit Committee Report | 54 |
| Other Governance Practices | 55 |
| Security Ownership of Certain Beneficial Owners and Management | 58 |
| Other Matters | 60 |
| General Information – Questions and Answers | 61 |
| Appendix A | A-1 |
| Appendix B | A-2 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.