Integer Holdings Corp
For the period ended Apr 7, 2025. Filed Apr 7, 2025.
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Apr 7, 2025 · Filed Apr 7, 2025
Contents
Additional Equity-Based Compensation
Additional Equity-Based Compensation for Mr. Harris
In addition to the annual LTI program noted above, 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 July 2024, the Compensation Committee approved a special award of time-based RSUs having a grant date fair value of $450,000 for Mr. Harris, in recognition of his continued leadership and dual roles during the transition period from supporting Cardio & Vascular category operations to his global role supporting operations and manufacturing. This award is eligible to vest entirely on March 26, 2026, subject to continued employment, and excludes any acceleration of vesting provisions for voluntary retirement before that date.
Vesting of 2022 Performance Stock Units
As discussed in prior proxy statements, during 2022 the Company’s LTI program for NEOs included awards of the same vehicles and mix as those described above and granted in 2024, including separate awards of PSUs under financial and rTSR performance achievement goals.
Program design for the 2022 rTSR PSU awards was based on a performance-period that measured the Company’s relative TSR beginning with the twenty-day average stock price surrounding the grant date (January 21, 2022) 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 21, 2025). The program goals for achievement and payout, measured as a percentile achievement against the peer group at the time of award, with 0% of the target shares to vest 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 2025, the Compensation Committee certified that the rTSR for the performance period was at the 80th percentile, resulting in 200% of the target shares being earned for the 2022 rTSR PSUs. The vesting date for this award occurred during 2025, and as such, these shares do not appear in the “Option Exercises and Stock Vested in 2024” table below.
Program design for the 2022 financial PSU awards was based on the averaging of organic sales growth achievement levels for each year during a three consecutive year performance period with 2% growth being threshold payout, 4% growth being target payout, and 6% growth being maximum payout. In addition, award performance is capped at target payout if the three-year performance compound annual growth rate does not exceed 4% during the entire period. At its meeting in February 2025, the Compensation Committee certified the results of each of the three fiscal years that were included in the performance period, 2022, 2023 and 2024 of 6.45%, 14.95% and 6.62%, respectively. The results for each year during the three consecutive year performance period was above maximum performance and, as a result, the average of these years was also above maximum performance, resulting in 200% of the target shares being earned for the 2022 financial PSUs, and the compound annual growth rate over the three performance year period exceeded 4%, allowing above target payout. The vesting date for this award occurred during 2025, and as such, these shares do not appear in the “Option Exercises and Stock Vested in 2024” table below.
28 | 2025 PROXY STATEMENT
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 could vest pursuant to the Special PSU Award was between 0% and 200% of the target number of PSUs (36,202) 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 was 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 was set at $120.00 (54% above the closing price on the date of grant). For the purpose of measuring goal achievement, stock price was to be determined based on the average closing price of the Company’s common stock on the NYSE for 20 consecutive trading days. Under the Special PSU Award, the 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 ultimately vested, due to Mr. Dziedzic’s continued employment, on March 11, 2024. On June 11, 2024, the 20 consecutive trading day average for the Company's common stock was $120.13, resulting in the vesting of an additional 36,202 shares, representing the additional payout at maximum performance. The 72,404 shares are included in the “Option Exercises and Stock Vested in 2024” table below.
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