Integer Holdings Corp
For the period ended Apr 6, 2026. Filed Apr 6, 2026.
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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 6, 2026 · Filed Apr 6, 2026
Contents
Proxy Statement Summary
PROXY STATEMENT
2026 ANNUAL MEETING OF STOCKHOLDERS
To assist you in reviewing the proxy statement (this “Proxy Statement”) for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Integer Holdings Corporation (“Integer” or the “Company”), 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 this entire Proxy Statement carefully before voting. The Notice of Internet Availability of Proxy Materials is first being mailed, and this Proxy Statement and the accompanying form of proxy are first being made available, to Company’s stockholders of record as of the close of business on March 31, 2026, beginning on or about April 6, 2026. 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. References in this Proxy Statement to the “Board” refer to the Company’s Board of Directors.
2026 Annual Meeting Information
| Date and Time | Wednesday, May 20, 2026 at 9:00 a.m., Central Time |
|---|---|
| Place | Hilton Dallas/Plano Granite Park Hotel5805 Granite Parkway, Plano, Texas 75024 |
| Record Date | March 31, 2026 |
Matters to be Voted on at the Annual Meeting
| Proposal 1 - Election of 11 directors for a term of one year or until their successors have been duly elected and qualified.For more information, see page 7 of this Proxy Statement. | The Boardrecommends avote “FOR”each director nominee |
|---|---|
| Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.For more information, see page 16 of this Proxy Statement. | The Boardrecommends avote “FOR”Proposal 2 |
| Proposal 3 - Approval of an advisory, non-binding vote on the compensation of the Company’s named executive officers (“NEOs”).For more information, see page 17 of this Proxy Statement. | The Boardrecommends avote “FOR”Proposal 3 |
| Proposal 4 - Approval of the Integer Holdings Corporation 2026 Omnibus Incentive Plan.For more information, see page 18 of this Proxy Statement. | The Boardrecommends avote “FOR”Proposal 4 |
How to Vote in Advance of the Annual Meeting
In addition to voting at the Annual Meeting, stockholders of record can vote by proxy by following the instructions in the Notice of Internet Availability of Proxy Materials (the “Notice”) and using the internet or by calling the toll-free telephone number that is available in the Notice. Alternatively, stockholders of record who requested a paper copy of the proxy materials can vote by proxy by mailing their signed proxy cards. Stockholders may also request a proxy card and vote by mail or attend the Annual Meeting and vote in person. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.
| Internet | Phone | |
|---|---|---|
| go to the website www.envisionreports.com/ITGR and follow the instructions provided; | call toll free 1-800-652-VOTE (8683) using a touch-tone phone within the USA, US territories and Canada; or | if you received a proxy card in the mail, complete, sign, date, and mail the proxy card in the return envelope provided to you. |
If your shares are held in a “street name” (that is, through a bank, broker or other nominee), you may receive a notice from the firm that holds the shares containing instructions that you must follow in order for your shares to be voted. Certain institutions offer telephone and internet voting. If you received the proxy materials in paper form, the materials include a voting instruction card so you can instruct the holder of record on how to vote your shares. For additional information, see “General Information - Questions and Answers about the Annual Meeting” on page 69.
Performance Highlights for Fiscal Year 2025
Integer is one of the largest medical device contract development and manufacturing organizations in the world, serving the cardio and vascular, neuromodulation, and cardiac rhythm management markets. As a strategic partner of choice, we advance the goals of our medical device customers through industry-leading engineering and manufacturing, with a relentless commitment to quality, service, and innovation. Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ITGR.”
In 2025, we delivered strong operating and financial performance while continuing to invest in the business to support long-term value creation. Highlights from our 2025 financial results, which are presented on a continuing operations basis, include:
Sales increased 8% year-over-year to $1.854 billion, driven by new product ramps in targeted high-growth markets, higher demand across our base business, and contributions from recent acquisitions. On an organic basis(1), sales increased over 6% compared to 2024.
Operating income increased $13 million, or 6%, to $221 million. Adjusted operating income(1) increased $37 million, or 13%, to $321 million.
Diluted earnings per share decreased $0.51 per share, or 15%, to $2.89 per share. Adjusted earnings per share(1) increased $1.10 per share, or 21%, to $6.40 per share.
Cash flow from operating activities totaled $196 million.
We remain disciplined in our capital allocation approach, focused on driving value for our customers, reinvesting in our business, and delivering stockholder value. During 2025, we deployed $179 million in strategic tuck-in acquisitions to expand our coatings capabilities and enhance our value proposition to customers, supported our growth and productivity initiatives through capital expenditures totaling $91 million, and repurchased $50 million of our common stock.
(1) Organic sales growth, 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.
For further details on our fiscal year 2025 consolidated financial results, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2026. For more information on how our fiscal year 2025 business performance affected our NEOs’ compensation, please see the CD&A beginning on page 28 of this Proxy Statement.
2 | 2026 PROXY STATEMENT
Executive Compensation Highlights
The Company’s executive 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 (“STI”) 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 (“LTI”) plan 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 time-based restricted stock units (“RSUs”) that vest ratably over a three-year period and performance-based RSUs (“PSUs”) that use (i) organic sales growth as the performance metric and (ii) relative total stockholder return (“rTSR”) versus our peer group as the performance metric, each representing one-third of the award.
Below are several of actions that the Compensation and Organization Committee (the “Compensation Committee”) took in 2025 to ensure alignment to market-based best practices and policies:
Approved short-term incentive payouts based on achievement against adjusted targets established early in April 2025 to anticipate the impact of tariffs on the business, and used negative discretion to reduce the payout factor in recognition that the tariffs had not materially impacted the company.
Extended the post-vest holding period from six to twelve months for the rTSR PSUs granted in 2025.
Recommended to the independent members of the Board the compensation arrangements for our new President and Chief Executive Officer (the “CEO”) and related retirement transition arrangements for our outgoing CEO.
Awarded a special recognition cash bonus to one of our NEOs for his exemplary work in completing one of our acquisitions.
Granted special stock-based incentive awards and cash sign-on bonus to one of our NEOs in connection with her hiring.
Below are some highlights of our executive compensation program:
| WHAT WE DO | WHAT WE DON’T DO | |||
|---|---|---|---|---|
| ü | Align our executive pay with performance, resulting in a substantial portion of executive pay being at-risk and tied to objective performance goals | û | Excessive perquisites | |
| ü | Long-term incentive award grants that are predominantly performance-based and measured over multi-year periods, and short-term incentive plan awards that are also based on rigorous performance objectives | û | Permit hedging or pledging of Company stock by directors, executive officers or associates | |
| ü | Hold an annual “say-on-pay” advisory vote | û | Provide tax gross-ups for change in control benefits | |
| ü | Set multiple challenging performance objectives for our executives | û | Repricing of stock options | |
| ü | Robust stock ownership guidelines for all executive officers and non-employee directors | û | Maintain evergreen provisions in long-term incentive plans | |
| ü | Caps on director equity awards and fees | û | Automatic single trigger equity acceleration on change in control where the acquiror agrees to assume the award | |
| ü | Use an independent compensation consultant engaged by the Compensation Committee | |||
| ü | Compensation Committee carefully considers annual equity usage and potential dilution in its compensation decisions | |||
| ü | Annual review and approval of our compensation strategy | |||
| ü | Compensation Committee reviews an annual risk assessment of our compensation program | |||
| ü | Require a double trigger for acceleration of severance payments or benefits upon a change in control | |||
| ü | Clawback/recoupment policy that permits recoupment of cash and equity awards under specified circumstances | |||
Last year’s “say-on-pay” proposal regarding the compensation awarded to NEOs received the support of approximately 98% of votes cast by our stockholders (excluding abstentions and broker non-votes). The Compensation Committee and the Board take into account results of the “say-on-pay” vote as they consider the design of the executive compensation program and policies. Based on the voting results, we believe our overall executive compensation program is aligned with the interests of our stockholders and no changes were made to the executive compensation program in director response to the “say-on-pay” voting results in 2025.
4 | 2026 PROXY STATEMENT
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 57 of this Proxy Statement.
Following are some of the highlights of our governance policies and practices:
| ü | Annual election of all directors | ü | Annual say-on-pay vote |
|---|---|---|---|
| ü | 10 out of 11 director nominees are independent | ü | Code of Conduct applies to all directors, officers, associates and consultants |
| ü | Strong commitment to director refreshment with four new directors appointed in the last year | ü | Anti-hedging and pledging policy for directors and executive officers |
| ü | Audit Committee, Corporate Governance and Nominating Committee (the “Corporate Governance Committee”) and Compensation Committee composed entirely of independent directors | ü | Robust stock ownership guidelines for all directors and executive officers |
| ü | Non-executive, independent Chair of the Board | ü | No stockholder rights plan (i.e., no “poison pill”) |
| ü | Independent directors meet regularly without management present | ü | No supermajority voting provisions |
| ü | Director resignation policy if any director receives a greater number of “withhold” votes than “for” votes | ü | Stockholders have right to act by written consent |
| ü | Director attendance at >75% of meetings in 2025 | ü | Comprehensive CEO and executive succession planning process for planned and emergency transitions |
| ü | Full Board oversight of corporate strategy and risk management, including our enterprise risk management (“ERM”) program | ü | Annual review of committee charters |
| ü | Board and committee oversight of material business risks, including cybersecurity, human capital management and sustainability | ü | Annual Board, committee and individual performance evaluations |
| ü | Regular stockholder outreach on a variety of topics, including governance, executive compensation and sustainability | ||
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. Khales, 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 6, 2026.
| Name | Age | Director Since | Primary Occupation | Current Committee Membership | Independent |
|---|---|---|---|---|---|
| Sheila Antrum | 67 | 2021 | Senior Vice President and Chief Operating Officer at UCSF Health | AuditCompensation & OrganizationTechnology Strategy | ü |
| Cheryl C. Capps | 64 | 2021 | Former Senior Vice President and Chief Supply Chain Officer of Corning Inc. | Compensation & OrganizationCorporate Governance & NominatingTechnology Strategy | ü |
| Michael J. Coyle | 63 | 2025 | Former President and Chief Executive Officer of iRhythm Technologies, Inc. | AuditCompensation & Organization Technology Strategy | ü |
| James F. Flanagan | 65 | 2026 | Former Chief Operating Officer, PricewaterhouseCoopers, LLP | AuditTechnology Strategy | ü |
| James F. Hinrichs | 58 | 2018 | Chief Financial Officer of Vantive Health, LLC | Audit (Chair)Compensation & OrganizationTechnology Strategy | ü |
| Alvin (Tyrone) Jeffers | 52 | 2021 | Chief Operating Officer, Hillenbrand Inc. | AuditCorporate Governance & NominatingTechnology Strategy | ü |
| Aaron Kapito | 41 | 2026 | Co-Founder and Partner, Politan Capital Management L.P. | Compensation & Organization Technology Strategy | ü |
| Payman Khales | 56 | 2025 | President and Chief Executive Officer, Integer Holdings Corporation | Technology Strategy | |
| M. Craig Maxwell | 67 | 2015 | Former Vice President and Chief Technology and Innovation Officer for Parker Hannifin Corporation | Technology Strategy (Chair)AuditCorporate Governance & Nominating | ü |
| Filippo Passerini | 68 | 2015 | Former Group President and Chief Information Officer, Procter & Gamble Company | AuditCompensation & Organization CommitteeTechnology Strategy | ü |
| Donald J. Spence | 72 | 2016 | Former President and Chief Executive Officer, Ebb Therapeutics | Compensation & Organization (Chair)AuditTechnology Strategy | ü |
6 | 2026 PROXY STATEMENT
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