DEF 14A of Integra Lifesciences Holdings Corp, Apr 4, 2024

DEF 14A of Integra Lifesciences Holdings Corp

Filed Apr 4, 2024 · FY20230000917520-24-000053

Open on EDGAR

  1. Diverse Range of Qualifications and Skills Represented by Our Directors

    Diverse Range of Qualifications and Skills Represented by Our Directors The table below summarizes the key experience, qualifications, and attributes for each director nominee and highlights the balanced mix of experience, qualifications, and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. No individual experience, qualification, or attribute is solely dispositive of becoming a member of our Board.

  2. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Bradley | Clay | De Witte | Essig | Graves | Hill | Lo | Murphy | Schade | | Skills/Qualifications | | | | | | | | | | | Healthcare Industry Experience Knowledge or experience in an industry involving healthcare and medical products and services | ● | ● | ● | ● | ● | ● | | ● | ● | | Senior Leadership and Oversight Experience Experience with the leadership and oversight of organizations, offering practical perspectives on organizational and strategic planning, including M&A activity, talent development and driving long-term growth | | ● | ● | ● | ● | ● | ● | ● | ● | | Manufacturing Operations and Supply Chain Experience Experience with the relationships and activities required to manufacture goods and maximize overall supply chain efficiency | | | ● | ● | ● | ● | | | | | Corporate Sales and Marketing Experience Experience with the marketing of an organization's products and services. | | ● | ● | ● | ● | ● | ● | | | | Risk Management Experience Knowledge and experience in managing major risk exposures for complex, large organizations | | ● | ● | ● | ● | ● | | ● | ● | | Regulatory, Compliance and Product Safety Experience Experience with regulatory schemes and product quality control and safety | | | ● | ● | ● | ● | | | ● |

  3. Diverse Range of Qualifications and Skills Represented by Our Directors

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  4. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Bradley | Clay | De Witte | Essig | Graves | Hill | Lo | Murphy | Schade | | Skills/Qualifications | | | | | | | | | | | Financial Acumen Experience in financial accounting/reporting and corporate finance. | ● | ● | ● | ● | ● | | | ● | ● | | International Experience Prior experience at, or study of, organizations that operates internationally | ● | ● | ● | ● | ● | ● | ● | ● | | | Public Company Board Experience Experience serving on and/or leading boards/committees of other public companies | ● | | ● | ● | ● | ● | | | ● | | Technology and Cybersecurity Expertise Knowledge or experience relating to information technology, data security, or data analytics | ● | | ● | ● | ● | | ● | | | | Corporate Governance Expertise Knowledge of or experience with the rules, practices, and processes used to direct and manage a company. | ● | | | ● | ● | ● | | ● | ● | | ESG/Sustainability Expertise Knowledge of or experience with oversight and implementation of ESG, human capital management and sustainability-related initiatives | | | ● | ● | ● | ● | | | |

  5. Diverse Range of Qualifications and Skills Represented by Our Directors

    Director Nominees Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors or executive officers. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary, or other affiliate of Integra LifeSciences Holdings Corporation.

  6. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Keith Bradley, Ph.D. – Former Professor of International Management & Management Strategy, Open University and Cass Business School, U.K. | | | Dr. Bradley has been a consultant to a number of business, government and international organizations. Dr. Bradley was formerly a visiting professor at the Harvard Business School, Wharton and UCLA, a visiting fellow at Harvard’s Center for Business and Government and a professor of international management and management strategy at the Open University and Cass Business School, U.K. Dr. Bradley taught at the London School of Economics and was the director of the School’s Business Performance Group for more than six years. Dr. Bradley was formerly an adviser to RPH Capital, Canada. Other Public Company Directorships: Prior to its merger with Orthofix Medical Inc. (Nasdaq: OFIX) in 2023, Dr. Bradley was a director of SeaSpine Holdings Corporation from 2015 to 2023. Other Professional Experience and Community Involvement: Dr. Bradley served as a director and chair of North Star Capital Management Limited and GRS Financial Solutions Limited. Between 1996 and 2003, he was a director of Highway Insurance plc, an insurance company listed on the London Stock Exchange. Education: Dr. Bradley received B.A. (Hons) degree from Middlesex University, and M.A. and Ph.D. degrees from the University of Essex, UK. Key Experience and Qualifications: We believe Dr. Bradley's qualifications to serve on our Board include his international experience, extensive business experience in the healthcare and medical device industries, and financial literacy coupled with his more than 30 years of service on the boards of publicly traded companies. | | Age: 79 Director since: 1992 Committees: Nominating and Corporate Governance, Compensation (Chair), Finance | |

  7. Diverse Range of Qualifications and Skills Represented by Our Directors

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  8. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Shaundra D. Clay – Global Vice President, Beam Suntory | | | Since 2021, Ms. Clay has served as the global vice president of finance at Beam Suntory, Inc., a global premium spirits company, where she is responsible for enterprise-wide financial planning and analysis and leads the integration of the short-, mid-, and long-term planning processes to optimize resource deployment. Prior to Beam Suntory, Ms. Clay was a managing director in the commercial banking group at JP Morgan Chase. Ms. Clay also spent 13 years in leadership roles within the healthcare industry in the United States and internationally. She served as chief financial officer for Australia, Canada, and Europe at Eli Lilly and Company and spent a decade at Medtronic in a variety of leadership roles in the U.S. and abroad, including as chief financial officer for the cardiovascular group for Western Europe and Canada. Ms. Clay began her career in accounting and financial analytics at Allstate Insurance Company. Other Professional Experience and Community Involvement: Ms. Clay currently serves on the board of directors for the Executive Leadership Council. Education: She earned a Bachelor’s degree in accounting from Clark Atlanta University and her M.B.A. from the University of Illinois at Chicago. Ms. Clay is an alumna of the Wharton School of the University of Pennsylvania. Key Experience and Qualifications: We believe Ms. Clay's qualifications to serve on our Board include her record as a corporate executive coupled with her extensive experience in the fields of finance, the healthcare industry, and international business and her expertise in finance, healthcare, global business management and risk assessment. | | Age: 53 Director since: 2021 Committees: Audit | |

  9. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Jan De Witte – President and Chief Executive Officer | | | Mr. De Witte is Integra's President and Chief Executive Officer. He commenced service as President and Chief Executive Officer and a director in December 2021. Mr. De Witte has an extensive track record in the global healthcare industry spanning more than two decades. Prior to joining Integra, Mr. De Witte served as chief executive officer of Barco N.V. from 2016 to August 2021. At Barco, he created shareholder value through digital innovation and new product development, commercial acceleration, international market growth and operational excellence. Prior to Barco, Mr. De Witte spent 17 years in senior-level leadership roles at GE, including as president and CEO of GE Global Healthcare IT. Before GE, Mr. De Witte spent five years in strategic consulting at McKinsey and three years in operations at Procter & Gamble. Other Public Company Directorships: Mr. De Witte has been a member of the board of directors of ResMed Inc. (NYSE: RMD) since 2019. From 2016 to 2021, Mr. De Witte was a director at Barco, N.V. Other Professional Experience and Community Involvement: Mr. De Witte has served on the board of directors of the Advanced Medical Technology Association (AdvaMed) since March 2022. Mr. De Witte has also been an active community leader serving as the chair of Hangar K innovation hub in Belgium from 2018 until 2021 and a board member of Ghent University from 2018 to 2021. Education: Mr. De Witte holds a M.S. in electromechanical engineering with greatest distinction from the KU Leuven in Belgium and a M.B.A. from Harvard University. Key Experience and Qualifications: We believe Mr. De Witte's qualifications to serve on our Board include his over 20 years of experience in executive management and his history of success in the development and execution of corporate strategy. Moreover, Mr. De Witte has extensive skills and experience in global business operations, commercialization and digital business models. | | Age: 59 Director since: 2021 | |

  10. Diverse Range of Qualifications and Skills Represented by Our Directors

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  11. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Stuart M. Essig, Ph.D. – Executive Chairman, Integra LifeSciences Holdings Corporation; Managing Director, Prettybrook Partners, LLC | | | Dr. Essig is Integra’s Executive Chairman of the Board of Directors. He has been our Chairman since January 2012 and a director since he joined Integra in 1997. He served as our Chief Executive Officer from 1997 through 2012 and our President from 1997 until 2010. In February 2024, he was appointed as our Executive Chairman of the Board. Prior to joining the Company, he acted as the managing director in mergers and acquisitions for the medical technology practice at Goldman, Sachs & Co. He currently serves as managing director of Prettybrook Partners LLC, a family office dedicated to investing in healthcare companies, which he cofounded in 2012. Other Public Company Directorships: Dr. Essig currently serves on the board of directors of IDEXX Laboratories, Inc. (Nasdaq: IDXX) and Orthofix Medical Inc. (Nasdaq: OFIX). Dr. Essig previously served on the board of directors of SeaSpine Holdings Corporation, from 2014 to 2022, prior to its merger with Orthofix, and St. Jude Medical Corporation (NYSE: STJ) from 1999 to 2017, prior to its sale to Abbott Corporation. From 2013 until 2019 he served on the board of directors of Owens & Minor, Inc., (NYSE: OMI), from 2005 until 2008 he served on the board of directors of Zimmer Holdings, Inc., (NYSE: ZMH), and from 1998 to 2002, he served on the board of directors of Vital Signs, Inc., (NASDAQ: VITL). Other Professional Experience and Community Involvement: He serves as chairman of the board of directors of venture backed Mission Bio Inc. He is also the lead director, and former executive chairman of the board of directors, of private-equity backed Breg, Inc., a premium provider of high-value sports medicine products and services that advance patient care in orthopedics. He also serves on the board of managers of Availity, LLC, the nation’s largest real-time health information network. Dr. Essig has also served on the executive committee, nominating and governance committee, and was the treasurer of, ADVAMED, the Advanced Medical Technology Association. Dr. Essig is also involved in several non-profit charitable organizations. From 2012 to 2018, he served on the board of directors of Trenton-area non-profit, Isles, Inc. and since 2006 has served as a volunteer and fundraiser for the Children’s Brain Tumor Foundation. He serves on the Leadership Council of the Princeton University School of Engineering and Applied Sciences, and previously served on the NACD Compensation Committee Chair Advisory Council. Education: Dr. Essig received an A.B. degree, and graduated with magna cum laude honors, from the Princeton School of Public and International Affairs at Princeton University and an M.B.A. and Ph.D. in Financial Economics from the University of Chicago, Graduate School of Business. Key Experience and Qualifications: We believe Dr. Essig's qualifications to serve on our Board include his broad experience in the medical device and pharmaceutical industry, executive management and oversight, international business, manufacturing, and accounting fields coupled with his service on the boards of publicly traded companies for over 30 years and his extensive knowledge of the health care industry. | | Age: 62 Director since: 1997 Executive Chairman | |

  12. Diverse Range of Qualifications and Skills Represented by Our Directors

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  13. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Jeffrey A. Graves, Ph.D. – President and CEO, 3D Systems Corporation | | | Dr. Graves is currently President and CEO of 3D Systems Corporation, a leading additive manufacturing solutions provider to industrial and healthcare companies. From 2012 to May 2020, Dr. Graves served as President and Chief Executive Officer and a director of MTS Systems Corporation, a global supplier of test, simulation, and measurement systems. From 2005 until 2012, he served as President and CEO of C&D Technologies, Inc. Dr. Graves also held leadership roles with Kemet Corporation as Chief Operating Officer (2001 to 2003) and CEO (2003 to 2005). Previously he held a number of leadership and technical roles with GE, Rockwell, and Howmet Corporation. Other Public Company Directorships: Since May 2020, Dr. Graves has served as a board member of 3D Systems Corporation (NYSE: DDD). Dr. Graves has served on the board of Hexcel Corporation (NYSE: HXL) since 2007; Dr. Graves will cease to serve as a member of Hexcel's board in May 2024, following the conclusion of its 2024 annual meeting of stockholders. Dr. Graves previously served as a board member for FARO Technologies, Inc. (Nasdaq: FARO) from 2019 to 2022, MTS Systems Corporation from 2012 to 2020, and Teleflex Incorporated from 2007 to 2019. Education: Dr. Graves received a bachelor’s degree in metallurgical engineering from Purdue University and completed his master’s degree and Ph.D. in metallurgical engineering at the University of Wisconsin. Key Experience and Qualifications: We believe Dr. Grave's qualifications to serve on our Board include his management experience, strategic, operational and financial experience and a perspective on strategy and growth for the benefit of our stockholders. In addition, Dr. Graves has extensive experience serving on the boards of other publicly traded companies. | | Age: 62 Director since: 2023 Committees: Compensation | |

  14. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Barbara B. Hill – Operating Partner, NexPhase Capital | | | Ms. Hill is currently an operating partner of NexPhase Capital, a private equity firm (formerly Moelis Capital Partners), where she focuses on healthcare related investments and has provided strategic operating support for its healthcare portfolio companies since 2011. From March 2006 to September 2010, Ms. Hill served as chief executive officer and a director of ValueOptions, Inc., a managed behavioral health company, and FHC Health Systems, Inc., its parent company. Prior to that, Ms. Hill served as president and a director of Express Scripts, Inc., a pharmacy benefits management company. In previous positions, Ms. Hill was responsible for operations nationally at Cigna HealthCare, and also served as the CEO of health plans owned by Prudential, Aetna and the Johns Hopkins Health System. Other Public Company Directorships: Ms. Hill currently serves as a board member of Omega Healthcare Investors, Inc. (NYSE: OHI) and previously as a board member for Owens & Minor Inc. (NYSE: OMI), Revera Inc., and St. Jude Medical Corporation (NYSE: STJ). Other Professional Experience and Community Involvement: Ms. Hill has been active with the boards and committees of the Association of Health Insurance Plans and other health insurance industry groups. Education: Ms. Hill received B.A and M.S. degrees from Johns Hopkins University. Key Qualifications: We believe Ms. Hill's qualifications to serve on our Board include her management experience, strategic and operational experience in the managed healthcare and pharmaceutical industries, as well as compliance and manufacturing experience in the healthcare industry, coupled with her experience serving on boards of other publicly traded companies. | | Age: 71 Director since: 2013 Presiding Director Committees: Nominating and Corporate Governance (Chair) | |

  15. Diverse Range of Qualifications and Skills Represented by Our Directors

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  16. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Renee W. Lo – Partner CTO, APAC Regional Director, Google | | | Since September 2022, Ms. Lo has served as partner CTO, APAC Regional Director for Google, responsible for leading the partner technology organization across the Asia Pacific region. From 2019 to September 2022, Ms. Lo was the general manager for Microsoft, leading its data and artificial intelligence business in Asia. Prior to Microsoft, from 2015 to 2019, she built regional technology teams at Amazon Web Services and ran the global business development team for Amazon.com, focusing on telecommunications, consumer hardware devices, and new services. Ms. Lo has more than 13 years of experience in North America, including roles with Microsoft, SAP and Pivotal Software, in addition to Amazon, focusing on collaborative and cloud technologies. She has held leadership roles within product development, commercial, operations, business and corporate strategy. Education: Ms. Lo received a bachelor’s degree in computer science from the University of British Columbia, and an M.B.A. from the University of Manchester. Primary Qualifications: We believe Ms. Lo's qualifications to serve on our Board include her experience driving digital transformation across industries, bolstered by her management experience, including leadership roles within product development, commercial, operations, business and corporate strategy functions. | | Age: 43 Director since: 2022 Committees: Compensation | |

  17. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Raymond G. Murphy – Retired Senior Vice President & Treasurer, Time Warner, Inc. | | | Mr. Murphy has held several executive level roles with publicly-traded companies including Time Warner Inc., serving as Senior Vice President & Treasurer of Time Warner, Inc., responsible for all U.S. and international corporate finance, project (real estate and film) finance, cash management, foreign exchange and interest rate risk management, public debt and equity financing, real estate financing, securitization financing, banking relationships and financings, and relationships with rating agencies, as well as corporate wide real estate activities and the property/casualty risk management program. He held the position of senior vice president & treasurer of America Online, Inc. and senior vice president, finance & treasurer of Marriott International, Inc. Other Professional Experience and Community Involvement: He previously served as the head of the finance committee, the executive committee, and the board of The Advertising Council, Inc. Education: Mr. Murphy received a B.S. from Villanova University and an M.B.A. from Columbia University Graduate School of Business. Primary Qualifications: We believe Mr. Murphy's qualifications to serve on our Board include his extensive senior executive and leadership experience at other public companies, coupled with financial, accounting, treasury, business development and risk management, public company experience, and leadership skills. | | Age: 76 Director since: 2009 Committees: Audit, Nominating and Corporate Governance, Finance | |

  18. Diverse Range of Qualifications and Skills Represented by Our Directors

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  19. Diverse Range of Qualifications and Skills Represented by Our Directors

    | | Christian S. Schade – Growth Partner, Flagship Pioneering | | | Mr. Schade currently serves as a Growth Partner at Flagship Pioneering, a venture capital company that invests in biotechnology, life sciences, health and sustainability companies. Previously, from April 2016 to 2022, he served as the chairman and chief executive officer of Aprea Therapeutics, Inc. Prior to joining Aprea Therapeutics, Mr. Schade was the chief executive officer of Novira Therapeutics, Inc., an antiviral drug discovery company until it was acquired by Johnson & Johnson. He also served as executive vice president and chief financial officer of Omthera Pharmaceuticals, Inc., an emerging specialty pharmaceuticals company until it was purchased by AstraZeneca Plc. He previously held executive level positions with other publicly traded companies such as NRG Energy, serving as executive vice president and chief financial officer and Medarex Inc, as senior vice president administration and chief financial officer. He also held various corporate finance and capital markets positions in New York and London for both Merrill Lynch and JP Morgan Chase & Co. Other Public Company Directorships: Mr. Schade currently serves as the chair of the board of Omega Therapeutics (Nasdaq: OMGA). From 2016 to August 2023, Mr. Schade served on the board of Aprea Therapeutics, Inc. (Nasdaq: APRE). Other Professional Experience and Community Involvement: Mr. Schade currently serves on the board of directors of Alltrna Therapeutics, Ring Therapeutics, and Valo Health. Education: Mr. Schade received an A.B. degree from Princeton University, and received an M.B.A. from the Wharton School at the University of Pennsylvania. Primary Qualifications: We believe Mr. Schade's qualifications to serve on our Board include his wealth of corporate management, finance, manufacturing, accounting, human resources, business development and risk management skills coupled with his significant knowledge and experience in the life sciences industry. In addition, he has held several senior leadership positions at both private and public companies and has experience serving on the boards of other public companies. | | Age: 63 Director since: 2006 Committees: Audit (Chair), Finance (Chair) | |

  20. Diverse Range of Qualifications and Skills Represented by Our Directors

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  21. Diverse Range of Qualifications and Skills Represented by Our Directors

    Information Concerning Meetings, Executive Sessions And Director Independence The Board held six regularly scheduled and four special meetings during 2023. The Company’s independent directors meet at least twice a year in executive session without management present. The Board has determined that all of the Company’s directors, except for Mr. De Witte and Dr. Essig, are independent, as defined by the applicable Nasdaq Stock Market listing standards and the rules of the Securities and Exchange Commission.

  22. Board Evaluations And Succession Planning

    Board Evaluations And Succession Planning The Board performs a rigorous evaluation annually. Each Director evaluates each other and all of the Committees as well as the Board as a whole. The evaluation process is primarily managed by the Corporate Secretary’s office with oversight from the Nominating and Corporate Governance Committee. As part of the evaluation, the Directors assess individual skill sets, board leadership, and the effectiveness of each Committee. The results of the evaluation are then provided to, and reviewed by, each Director. Afterwards, the Directors and management collaborate towards making improvements based on the feedback disclosed. The Company believes this overall process leads to purposeful results. In addition to the evaluations, each Committee also reviews its charter annually. In evaluating candidates for Board membership, the Board and the Nominating and Corporate Governance Committee consider many factors based on the specific needs of the business and what is in the best interests of the Company’s stockholders. These factors include diversity of professional experience, race, ethnicity, gender, age and cultural background. In addition, the Board and the Nominating and Corporate Governance Committee focus on how the experiences and skill sets of each Director nominee complement those of fellow Director nominees to create a balanced Board with diverse viewpoints and deep expertise. Our Board is committed to ensuring that it serves the best interests of its stockholders and positions the Company for future success. Accordingly, the Board, as it deems necessary, may have conversations with individual Directors in connection with evaluations, the board refreshment process, and the consideration of the annual slate of Director nominees. The Company expects to continue these practices going forward. Board Leadership Structure The Board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure to best serve the interests of our stockholders. Given the dynamic and competitive environment in which we operate, the optimal size and structure of the Board may vary with changing internal and competitive circumstances. The Company currently has nine members of the Board, who will serve until the conclusion of the Annual Meeting and until their successors are duly elected and qualified. The current directors are Keith Bradley, Ph.D., Shaundra D. Clay, Jan De Witte, Stuart M. Essig, Ph.D., Jeffrey A. Graves, Ph.D., Barbara B. Hill, Renee W. Lo, Raymond G. Murphy, and Christian S. Schade. All current members of the Board are nominees for election to the Board at the Annual Meeting. Following the conclusion of the Annual Meeting, assuming all of the nominees for election are duly elected by our stockholders, the Board will consist of nine members. As indicated above, Mr. De Witte has served as both President and Chief Executive Officer and as a director of the Company since December 2021. His position is separate from that of the Chairman of the Board. We view having the Chairman position separate from the Chief Executive Officer as a good governance practice because it puts the Board in the best position to oversee all executives of the Company and set a pro-stockholder agenda without presenting potential conflicts that having the two positions combined might pose, thus resulting in a more effective Board.

  23. Board Evaluations And Succession Planning

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  24. Board Evaluations And Succession Planning

    Stuart M. Essig, Ph.D. has served as the Executive Chairman of the Board since February 2024 and has been a director since 1997. He served as Non-Executive Chairman of the Board from June 2012 to February 2024 and as Executive Chairman of the Board from January 2012 to June 2012 as well as President from 1997 to 2010 and as Chief Executive Officer from 1997 to 2012. He has significant experience with, and knowledge of, the Company, its operations, products and history. In addition, he is a significant stockholder of the Company. We believe we benefit greatly by having a Chairman with his level of experience with the Company and whose interests are strongly aligned with those of our stockholders. We believe his experience and knowledge of the Company will enhance our ability to drive improved shareholder value and facilitate a seamless transition process. Barbara B. Hill has served as Presiding Director since September 2018 and she has been a director since 2013. Ms. Hill has significant experience with, and knowledge of, the Company, its operations, products and history. We believe the Company significantly benefits from having a Presiding Director with deep knowledge of the Company. In addition, the presence of an active and independent Presiding Director ensures independent oversight of the Board and its responsibilities. Further, we believe having a separate Presiding Director to, among other things, (1) serve as the primary liaison between the independent directors and the Chief Executive Officer, (2) counsel the Chief Executive Officer on key board governance issues, and (3) preside over board meetings if the Chairman of the Board is absent, leads to a more effective board of directors. The Presiding Director also serves as a contact person to facilitate communications between stockholders and other third parties and the independent directors. Please see “Communications with Directors” for additional information on contacting the Board. We believe the mix of backgrounds, experience, attributes and skills of our directors provides a good balance for the Board composition. See “Criteria for Board Membership and Director Qualifications” above for a description of the specific experience, qualifications, attributes or skills of each of our director nominees that the Nominating and Corporate Governance Committee considered relevant in nominating them and “Proposal 1. Election of Directors” for each director nominee’s biographical information. In addition, we believe the current size of the Board and Board Committees is appropriate, given the size, nature, structure and complexity of the Company. The Board continues, however, to monitor and evaluate the optimal size and composition of the Board to ensure an optimal leadership structure. Accordingly, we believe our Board leadership structure is appropriate at this time. The Board’s Role In Risk Oversight The Board has overall responsibility for the oversight of risk management at the Company, which includes overseeing our process for identifying, assessing and mitigating significant financial, operational, strategic, cybersecurity and other risks that may affect the Company. A fundamental part of risk oversight is understanding the risks that Integra faces, the steps management is taking to manage those risks, and assessing the Company's appetite for risk. The risk assessment process also considers whether risks are short-, medium-, or long-term, such that the management of significant risks can be prioritized, in part, based on the timeframe of such risks. Risk management systems, including our internal auditing procedures, internal control over financial reporting and corporate compliance programs, are designed in part to inform management about our material risks. Our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance, cybersecurity and legal developments, including the related enterprise-risk exposures. The involvement of the Board in the oversight of our strategic planning process is a key part of its assessment of the risks inherent in our corporate strategy. The Board has delegated responsibility for the oversight of certain areas of risk management to the standing Committees of the Board, as described below. Each standing Board committee reports to the full Board following each committee meeting. In performing this function, each committee meets in executive session with key management personnel and representatives of outside advisors as needed and has full access to management, as well as the ability to engage advisors. The Board believes that delegating certain responsibilities and oversight functions to its committees, as described below, allows for more nuanced oversight process, reflecting the technical expertise and subject matter focus of the Board's individual committees, and is also more conducive to a proactive oversight of management's actions. Summarized below are the specific risk areas of focus for each standing committee.

  25. Board Evaluations And Succession Planning

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  26. Board Evaluations And Succession Planning

    | Audit Committee | •Oversees risks relating to the accounting and financial reporting process of the Company and audits of the Company’s financial statements •Meets regularly with management to review and discuss the financial risk management processes, including compliance with Sarbanes-Oxley and related internal controls and procedures, disclosure controls and procedures and accounting and reporting compliance, as well as tax, treasury and compliance matters •Receives periodic reports from the internal audit team, which is responsible for providing an annual audit assessment of the Company’s processes and controls; developing an annual audit plan using risk-based methodology; implementing the annual audit plan; coordinating with other control and monitoring functions; issuing periodic reports to the Audit Committee and management summarizing the results of audit activities; assisting with investigations of significant suspected fraudulent activities within the organization; and notifying management and the Audit Committee of the results •Provides oversight for the Company's major technology initiatives in conjunction with the internal audit team •Regularly discusses liquidity, capital, funding needs and other financial matters with management •Oversees risks relating to the quality and integrity of the Company's data relating to climate change and similar ESG matters | | Compensation Committee | •Oversees risks relating to executive compensation and other incentive programs in the Company •Considers risks during its deliberations on the design of the Company’s executive compensation programs with the goal of appropriately balancing short-term objectives and long-term performance without encouraging excessive and unnecessary risk-taking behaviors •Reviews and evaluates management reports on the Company’s incentive compensation programs •Assesses how executive compensation practices may impact the Company's reputation through Say-on-Pay among shareholders, employees, customers and the public | | Nominating and Corporate Governance Committee | •Oversees risks relating to the Company’s governance structures and processes •Oversees corporate governance matters, including the annual evaluations of the Board, its Committees and members •Establishes policies and procedures for good corporate governance •Oversees the Company's ESG policies and practices, including material risk assessment and goal tracking and reporting | | Finance Committee | •Oversees matters relating to the Company’s financing strategy, as well as the Company’s capital structure, capital allocation initiatives and other financial matters |

  27. Board Evaluations And Succession Planning

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  28. Board Evaluations And Succession Planning

    The Board is committed to oversight of the Company’s business strategy and strategic planning, including through the work of the Board committees and regular Board meetings. This ongoing effort enables the Board to focus on Company performance over the short, intermediate and long term. In addition to financial and operational performance, non-financial measures, including diversity and sustainability goals, are addressed by the Board and Board committees. The Company has also implemented an Enterprise Risk Management (“ERM”) program to further enhance its oversight of risks inherent to the business. This ERM program allows the Board and management to gain a greater understanding and awareness of risks facing the business and the efforts being undertaken to mitigate those risks. Additionally, the executive leadership team’s individual performance objectives are aligned with the top risks identified in the annual ERM process. In addition to periodic updates management provides to the Board on the ERM program, management presents an annual report to the Board detailing the Company’s processes for (1) assessing and addressing risks, (2) compliance reporting, and (3) the reporting of other material information. Our President and Chief Executive Officer, who functions as our chief risk officer, is supported in this role by both our Chief Legal Officer and our Chief Compliance Officer, who reports to our Chief Legal Officer. As chief risk officer, our President and Chief Executive Officer has responsibility for ensuring management provides periodic updates to the Board or Board committees regarding risks in many areas, among them accounting, treasury, information systems, legal, governance, legislative (including reimbursement), general compliance (including sales and marketing compliance), quality, regulatory, sustainability, ESG risks and opportunities, corporate development, operations and sales, marketing and cybersecurity. Both formal reports and less formal communications between the Board and our President and Chief Executive Officer derive from a continual flow of communication throughout the Company regarding risk and compliance. We believe our Board and senior management team promote a culture that actively identifies and manages risk. The ERM program, along with our annual processes for creating and reviewing with the Board our strategic plan, budget and internal audit plans, as well as regular processes and communications throughout the Company, including between management and the Board and Board committees, combine to ensure the Company is continually addressing its business risks in a disciplined fashion. Compensation Committee Interlocks and Insider Participation Dr. Bradley (chair), Ms. Lo and Dr. Graves are the current members of the Compensation Committee. Following the conclusion of our 2023 Annual Meeting of Stockholders, Ms. Hill had served as a member of the Compensation Committee until the appointment of Dr. Graves to the Compensation Committee on February 21, 2024. None of our Compensation Committee members currently serves, nor did they ever serve, as an officer or employee or former officer of the Company or had any relationship requiring disclosure herein pursuant to SEC regulations. No executive officer of the Company served as a member of a Compensation Committee or a director of another entity under circumstances requiring disclosure under SEC regulations. Environmental, Social and Governance (ESG) Initiatives At Integra, our company purpose and values have long guided our global sustainability priorities—improving our environment, maintaining the health and safety of our colleagues, building a more diverse and inclusive workplace, sharing our time and talents with the communities in which we work and live, and complying with applicable laws and regulations while meeting the highest ethical standards. Our sustainability strategy is simple. We focus on a core set of areas that span across our business to enable Integra to meet or exceed our responsibilities to our colleagues, customers, and the communities in which we operate, while also creating long-term value for our stockholders. We view our ESG strategy as an extension of our company strategy, driving our success and the positive impact we strive to make in the lives of every patient and healthcare professional who encounter an Integra product, service or employee During 2022, we finalized our ESG strategy and began to implement many of the initiatives we had identified through our ESG strategy assessment. In 2023, we both further refined our previously identified priorities and continued the process of implementing important initiatives. The following roadmap highlights our ESG achievements in Years 1 and 2 and establishes the near and long-term goals for the future we have developed through our ESG strategic development. The projects and goals identified in Year 3 below represent the goals against which we will be measuring ourselves in the coming years:

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  30. Board Evaluations And Succession Planning

    | | In our first year of formal ESG assessment and reporting, we focused on engaging internal and external stakeholders to identify and prioritize ESG issues that are high impact, strategic priorities. We put tremendous effort into understanding our current state and developing a clear path forward to drive sustainable growth. We disclosed our achievements to date, educated our executive leadership team and members of our Board on our ESG priorities and the ways in which ESG would be integrated into our strategic business planning. Year 1 highlights included: | | | | | •Engaged stakeholders in Integra's ESG development strategy | •Developed a formal process for integrating ESG into our governance structures | •Calculated and disclosed our Scope 1 & Scope 2 greenhouse gas emissions ("GHG") | | | •Updated our Environmental Policy | •Published our first ESG Annual Report | •Updated our Code of Conduct |

  31. Board Evaluations And Succession Planning

    | | In Year 2, we turned our focus toward further integrating ESG into our policies, procedures and initiatives with a focus on change management, making additional progress on our priorities and expanding our governance. We broadened disclosure on key material issues while deepening reporting, including taking additional measures to strengthen performance and enhance transparency. We will monitor and remain responsive to expectations from our stakeholders. Year 2 priorities included: | | | | | •Developed decarbonization strategy to execute on GHG emissions reduction plan | •Implemented improved environmental, health, safety, and security management system | •Conducted Scope 3 GHG emissions footprinting | | | •Refined Scope 1 and Scope 2 emissions disclosures | •Formalized and strengthen green procurement policies | •Implemented ESG management system technology |

  32. Board Evaluations And Succession Planning

    | | In Year 3, we will continue to develop and report on environmental activities and further progress our green procurement policies and disclosures. We will also continue to monitor and remain responsive to expectations from our stakeholders against a backdrop of evolving ESG frameworks and guidelines. Year 3 priorities include: | | | | | •Continue internal and external stakeholder involvement | •Enhance green procurement policies | •Disclosure on abatement activities and GHG emission reductions across all scopes | | | •Disclose to the Carbon Disclosure Project and Task-Force for Climate-Related Financial Disclosures | •Enhance Social and Governance disclosures | |

  33. Board Evaluations And Succession Planning

    As part as our strategic ESG assessment, we engaged colleagues, customers, suppliers, and investors through interviews and surveys to gather input and insights into the most critical ESG-related issues and opportunities driving Integra’s long-term performance. Through this comprehensive process, we established a set of 12 material ESG priorities for Integra and ranked these based on the feedback from both our internal and external stakeholders. As described in more detail in our ESG Report, we used these interactions to develop a materiality map to illustrate our alignment on priorities with our external stakeholders. Based on our interactions with the foregoing groups, we identified product safety, customer well-being, and employee health and safety paramount to Integra’s long-term success and continued positive global impact. In 2023, we continued discussions with our external stakeholders and conducted a comprehensive review of our initial findings. The results of this process confirmed the results from our initial strategic assessment and will continue to inform our ESG priorities so that they remain well aligned with our external stakeholders so as to maximize value for our external stakeholders and promote our long-term success.

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  35. Board Evaluations And Succession Planning

    The Company recognizes its responsibility to be a good corporate citizen, guided by high moral and ethical standards in its interactions with customers, stockholders, employees and the community in which we operate. Our company purpose and values have long guided our Corporate Responsibility priorities. Such efforts include the following: Community & Philanthropy: Integra’s commitment to limiting uncertainty goes beyond the walls of the operating room and extends to the global communities in which the Company participates. Integra has an extensive history of partnering with patients and working alongside organizations such as Wounded Warriors, the Children’s Brain Tumor Foundation, the Phoenix Burn Society, and the Hydrocephalus Association, among many others. The Company works closely with the Integra Foundation, a 501(c)(3) organization which offers grants to organizations that support people affected by diseases and other conditions. Each year Integra colleagues have the opportunity to connect with their communities and volunteer their time for community improvement projects such as supporting disaster relief efforts. Compliance & Ethics: Integra is committed to its Code of Conduct and to holding the Company accountable as a leader in the medical technology industry. The Company operates a comprehensive compliance program, which is supported by a training program led by Integra’s Chief Compliance Officer. Our comprehensive Code of Conduct reflects our expectation of compliance with laws, regulations, and codes of ethics relevant to our industry around the world. This Code of Conduct is on the Integra website and applies to all individuals and organizations that are suppliers to or third-party intermediaries for Integra. It establishes minimum requirements and expectations for the conduct of Integra’s business partners, and Integra encourages its partners to establish stricter or more extensive requirements where appropriate. Consistent with this policy, Integra will not tolerate any forms of slavery, servitude, forced labor and human trafficking, and business partners must not engage in any practice that constitutes any form of modern slavery. People: Integra believes its colleagues are its greatest assets and understands that the work we do every day makes a significant, positive difference in improving patients’ lives. Attracting and retaining key talent is a high priority for our management team and our Board. We value diversity and inclusion and are committed to leveraging our different ideas, backgrounds, interests, and beliefs to make Integra a stronger, higher performing company and a place our colleagues, partners, and potential employees want to work. We offer a variety of opportunities for our employees to learn and grow. Continued learning and development is a critical component of employee job satisfaction, retention, and career advancement—and ultimately, a driver of business success. We regularly seek employee feedback and sentiment about our workplace through global engagement surveys conducted on a bi-annual basis and we are committed to improving the quality of life of our employees and their families by offering numerous wellbeing programs and initiatives. Diversity & Inclusion (“D&I”): A diverse workforce and an inclusive culture is a business priority and key to the Company’s long-term success. The Company’s commitment to D&I starts at the top with our Board and Chief Executive Officer. At all levels of the Company, Integra focuses on attracting, retaining, and developing our diverse talent. A few of the Company’s notable D&I advancement measures include but are not limited to the following:

  36. Board Evaluations And Succession Planning

    | D&I Through Learning Opportunities | Upon joining Integra, colleagues globally participate in two programs to promote inclusion: Introduction to Managing Unconscious Bias, a course that creates awareness of unconscious biases in the workplaces and tools to build-bias breaking skills; and Practicing Inclusion, which examines what practicing inclusion in the workplace looks like. | | Gender Diversity | Through mentorship, sponsorship, recruitment efforts, and development programs the Company looks to continue to grow its population of females in leadership roles at Integra. Currently, 33% of the Board, 38% of our executive leaders and 43% of senior leaders (non-executive vice presidents) are female. In partnership with Leadership Edge, a company founded by women leaders and dedicated to growing and mentoring women, Integra sponsors the Excel Women’s Leadership Program. The program is designed to accelerate the development and advancement of high potential, mid-career female leaders into senior leadership roles. The program has assisted in further building our pipeline of women leaders with 60% of the program’s graduates being promoted into roles with increased responsibility. |

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  38. Board Evaluations And Succession Planning

    | Employee Resource Groups | The Company maintains a growing number of employee resource groups totaling 7 in 2023. These include employee resource groups such as the Women of Integra Network, Integra Black & African American Employee Resource Group, PRIDE (LGBTQ+ Employee Resource Group), Asian American and Pacific Islander Network, Indian American Employee Resource Group and Integra Veterans Employee Resource Group. In 2023, UNIDOS (Hispanic and Latinx Employee Resource Group) was established. These resource groups encourage awareness and inclusion and provide opportunities for employees to provide feedback to our executive team about how we can do better. | | Commitment to Advancement of D&I | In 2021, the Company hired a Chief Diversity & Inclusion Officer and in 2022 we continued to advance and implement our D&I strategy through a robust approach to human capital management. The Company also reinforces its commitment to diversity by partnering with other organizations focused on driving inclusion in the work place including the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance D&I in the work place and the Healthcare Businesswomen’s Association, an association dedicated to further the advancement and impact of women in the business of healthcare. | | Diversity in Early Talent | In 2023, we formally launched our Early Talent and University Relations program. As part of this effort, we formed partnerships with several universities and colleges across the United States, including minority serving institutions. Our employees and leaders participated in career workshops, job fairs and helped to mentor the next generation of talent. In addition, the Company launched a pilot cohort of early talent associates which enabled 5 recent college graduates the chance to kick start their careers at Integra while also being provided with leadership development support. |

  39. Board Evaluations And Succession Planning

    Environmental Health & Safety: Integra is committed to providing a safe environment for all employees and visitors. We rely on our environmental, health and safety management systems as well as entrusting our managers to oversee and ensure health and safety at their respective sites and foster a workplace culture to achieve that end. We implement our approach globally by our systems and support at regional and country levels from colleagues that implement proper safety protocols, identify and correct hazards, and remain safety conscious at all times. Managers are expected to enforce health and safety regulations, including compliance with applicable federal, state and local laws. Our Environmental Health and Safety ("EH&S") organizational structure incorporates both workplace EH&S coordinators and compliance teams. We have developed an Incident Procedure Policy and General Safety Rules that guide our colleagues to improve our workplace environment, improve safety, and reduce risk and costs. For more information regarding Integra’s corporate responsibility efforts, including specific policies and programs, please visit https://www.integralife.com/csr. Information on that website is updated periodically and believed to be true at the time it is posted. References to our website throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of this proxy statement. Risk Assessment Regarding Compensation Policies And Practices The Company recently conducted a risk assessment of our compensation policies and programs, including our executive compensation programs (which also covers certain other employees globally). We reviewed and discussed the findings of the assessment with the Compensation Committee and the full Board at its meeting in February 2024 and concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive or unnecessary risk-taking behavior. As a result, we do not believe that risks relating to our compensation programs are reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed

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  41. Board Evaluations And Succession Planning

    management’s report on the review and assessment of such compensation programs and approved these conclusions. In conducting this review, we considered the following attributes of our programs: •Mix of base salary, annual bonus opportunities and long-term equity compensation; •Balance between annual and long-term performance opportunities; •Alignment of annual and long-term incentives to ensure that the awards encourage consistent behaviors and achievable performance results, without encouraging excessive or unnecessary risk-taking; •Ability to use non-financial and other qualitative performance factors in determining actual compensation payouts; •Use of equity awards that vest over time, discouraging excessive or unnecessary risk-taking by senior leadership; •The provision of senior executives with long-term equity-based compensation on an annual basis. We believe as executives accumulate awards over a period of time, they are encouraged to take actions that promote the long-term sustainability of our business; •Stock ownership guidelines and vesting requirements that are reasonable and align the interests of the executive officers with those of our stockholders while discouraging executive officers from focusing on short-term results without regard for long-term consequences; and •Systems and processes in place to identify and assess risk. Our Compensation Committee considered the implications of our compensation practices during its deliberations on the design of our 2024 executive compensation programs, with the goal of appropriately balancing short-term incentives and long-term performance, in order to appropriately address risk. Director Attendance At Annual Meetings It is our policy to encourage our directors to attend the annual meeting of stockholders. All of our directors who served at the time of the prior year’s annual meeting of stockholders, and who were also director nominees at such meeting, attended last year’s meeting. Communications With The Board Stockholders may communicate with our Board, any of its constituent committees or any member thereof by means of a letter addressed to the Board, its constituent committees or individual directors and sent care of Integra LifeSciences Holdings Corporation, 1100 Campus Road, Princeton, NJ 08540, Attention: Executive Vice President, Chief Legal Officer and Secretary. The Corporate Secretary reviews correspondence addressed to our Directors and forwards to the appropriate member of the Board those communications that deal with the functions of our Board or its committees, or that otherwise require Board attention. The Corporate Secretary will not forward communications that are unrelated to the duties and responsibilities of our Board, such as business solicitations or advertisements.

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  43. Board Evaluations And Succession Planning

    DIRECTOR COMPENSATION The Board believes that providing competitive compensation is necessary to attract and retain qualified non-employee directors. The key components of non-employee director compensation are an annual equity grant and an annual retainer. The compensation of directors during 2023 was for the compensation payable during the period beginning with the Company’s 2023 Annual Meeting of Stockholders on May 12, 2023 and ending with the Company’s 2024 Annual Meeting of Stockholders on May 9, 2024. The Compensation Committee annually reviews compensation paid to non-employee directors and makes adjustments, as appropriate. In December 2022, the Compensation Committee reviewed the compensation structure for non-employee directors, considered advice from its independent compensation consultant and approved: (i) an increase to the annual equity grant to all independent directors by $15,000 (from $205,000 to $220,000), (ii) an increase to the cash retainer paid to all non-executive directors by $5,000 (from $75,000 to $80,000) and (iii) an increase to the cash fee paid to the Presiding Director by $5,000 (from $25,000 to $30,000). These increases, which took effect for the compensation period beginning with the Company's 2023 Annual Meeting of Stockholders, were designed to elevate total director remuneration from below the market median to a level more closely aligned with the market median for the peer group of the Company. As compensation for their service during the period beginning with the Company’s 2023 Annual Meeting of Stockholders, non-employee directors received an annual equity grant in the form of restricted stock with a fair market value on the date of grant of $220,000 (or $270,000 for the Chairman). Directors were slated to receive an annual retainer of $80,000, payable in one of three ways, at their election: (1) in cash, (2) in restricted stock, or (3) one half in cash and one half in restricted stock. In addition, the Company paid the following separate annual cash fees to certain directors as follows: (1) $15,000 for the Nominating and Corporate Governance Committee Chair, (2) $15,000 for the Compensation Committee Chair, (3) $20,000 for the Audit Committee Chair, (4) $15,000 for the Finance Committee Chair, (5) $30,000 for the Presiding Director and (6) $75,000 for the Chairman. The Company pays reasonable travel and out-of-pocket expenses incurred by non-employee directors in connection with attendance at meetings to transact business of the Company or attendance at meetings of the Board or any committee thereof. The following table provides details of the total compensation for non-employee directors in 2023.

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    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Option Awards(4)(5) ($) | All Other Compensation ($) | Total ($) | | Keith Bradley, Ph.D. | 46,250 | 260,063 | — | — | 306,313 | | Shaundra D. Clay | 40,000 | 220,038 | — | — | 260,038 | | Stuart M. Essig, Ph.D. | 152,500 | 270,020 | — | — | 422,520 | | Jeffrey A. Graves, Ph.D. (6) | — | 90,679 | — | — | 90,679 | | Barbara B. Hill | 42,500 | 300,039 | — | — | 342,539 | | Renee W. Lo | 77,500 | 220,038 | — | — | 297,538 | | Raymond G. Murphy | 77,500 | 220,038 | — | — | 297,538 | | Christian S. Schade | 73,242 | 220,038 | — | — | 293,280 | | Donald E. Morel, Jr., Ph.D. (7) | 45,000 | — | — | — | 45,000 |

  45. Director Compensation

    Director Compensation 3.Stock awards outstanding as of December 31, 2023 for each incumbent director consisted of restricted shares of common stock, as follows: Keith Bradley — 5,302; Shaundra D. Clay — 4,486; Stuart M. Essig — 5,505; Jeffrey A. Graves — 2,216; Barbara B. Hill — 6,117; Renee W. Lo — 4,486; Raymond G. Murphy — 4,486; and Christian S. Schade — 4,486. 4.This column, if applicable, reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, based on the fair value of the option on the grant date as estimated using the binomial distribution model. For a discussion of assumptions used to estimate fair value, please see Note 9, “Stock-Based Compensation,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. 5.As of December 31, 2023, there were no outstanding stock option awards held by any of our directors. 6.Mr. Graves was appointed to the Board on December 12, 2023. The amounts above includes the payment to Mr. Graves of the 2023 annual retainer and 2023 annual equity grant, pro-rated, in each case, based on his appointment as of December 12, 2023. 7.Dr. Morel was a member of our Board from 2013 through May 2023. Dr. Morel did not stand for re-election at the 2023 annual meeting of stockholders and ceased to serve as a director following the conclusion of such meeting.

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  47. Director Compensation

    Executive officers are chosen by and serve at the discretion of the Board. Set forth below is the name, age, position, along with certain biographical information for our executive officers, not including Jan De Witte, our President and Chief Executive Officer and Dr. Essig, our Executive Chairman. For Mr. De Witte's biographical information, please see page 11 of this proxy statement. For Dr. Essig's biographical information, please see page 12 of this proxy statement.

  48. Director Compensation

    | Name | Age | Position | | Robert T. Davis, Jr. | 65 | Executive Vice President, President, Tissue Technologies | | Jan De Witte | 59 | President and Chief Executive Officer and Director | | Stuart M. Essig, Ph.D. | 62 | Executive Chairman | | Lea Knight | 52 | Executive Vice President and Chief Financial Officer | | Michael McBreen | 58 | Executive Vice President, President, Codman Specialty Surgical | | Jeffrey Mosebrook | 47 | Senior Vice President, Finance and Principal Accounting Officer | | Eric I. Schwartz | 55 | Executive Vice President, Chief Legal Officer and Secretary | | Harvinder Singh | 57 | Executive Vice President & President, International | | Chantal Veillon | 54 | Executive Vice President and Chief Human Resources Officer |

  49. Director Compensation

    | | Robert T. Davis, Jr. is Integra’s Executive Vice President, President, Tissue Technologies. Mr. Davis is responsible for the management of the Tissue Technologies’ global division. His responsibilities include leadership of sales, commercial operations, marketing and strategy, product development, regulatory affairs, quality assurance, manufacturing services and repair, business development of the regenerative tissue portfolio of products. Mr. Davis joined Integra in July 2012 as President of the global neurosurgery business and was appointed Integra’s Corporate Vice President in December 2012 and President — Specialty Surgical Solutions in 2014. He brings more than 25 years of executive management experience in the global healthcare industry. Prior to joining Integra, Mr. Davis was the general manager for the global anesthesia & critical care business at Baxter Healthcare and held various general management positions at GE Healthcare in the areas of interventional therapeutics, cardiovascular imaging and diagnostic ultrasound. Mr. Davis earned his B.S. in Sports Medicine from the University of Delaware, a Master’s degree in Exercise & Cardiovascular Physiology from Temple University, and an M.B.A. from Drexel University. |

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  51. Director Compensation

    | | Lea Knight is Integra’s Executive Vice President and Chief Financial Officer. Ms. Knight joined Integra in June 2023 and is responsible for overseeing accounting and financial reporting, budgeting, internal audit, tax, treasury, investor relations and information systems. Prior to joining Integra, Ms. Knight served as the executive vice president of business finance for Booz Allen Hamilton from September 2022 until June 2023, where she was responsible for providing strategic and financial leadership to their business sectors. Prior to her role at Booz Allen Hamilton, Ms. Knight worked for Johnson & Johnson for over 18 years, where she held various financial roles of increasing responsibility, including the chief financial officer of Johnson and Johnson’s North America pharmaceuticals business from September 2021 through July 2022. Ms. Knight started her career in public accounting at Arthur Andersen LLP where she managed audit engagements and helped to stand-up the firm’s Healthcare Consulting and Mergers & Acquisitions practices for the Philadelphia office. Ms. Knight is a board trustee of Thomas Jefferson University and Health System. She is also a member of the Philadelphia Forum of Executive Women and a former member and chair of the board of directors for the Public Interest Law Center. Ms. Knight earned an undergraduate degree in accounting from the University of Virginia and holds an M.B.A. in finance and strategic management from the Wharton School, University of Pennsylvania. She is a certified public accountant licensed in Pennsylvania. |

  52. Director Compensation

    | | Michael McBreen is Integra’s Executive Vice President, President, Codman Specialty Surgical. His responsibilities within Codman Specialty Surgical include leadership of sales, marketing, product development, regulatory affairs, quality assurance, Global Services and Repair and manufacturing worldwide. He joined Integra following the acquisition of Codman Neurosurgery from Johnson & Johnson in October 2017 as President of Integra’s international business. In May 2020, he was promoted to Executive Vice President and President, Codman Specialty Surgical. Mr. McBreen also held numerous U.S. and global roles of increasing responsibilities in sales and marketing at DePuy Mitek Sports Medicine, a division of Johnson & Johnson, since joining the company in 1996. Prior to Johnson & Johnson, he held various sales and marketing roles at Zimmer Biomet. Mr. McBreen has over 30 years of experience in the medical technology field, including holding various executive level positions in sales, marketing and general management. Mr. McBreen completed his bachelor’s degree in business administration at Providence College. |

  53. Director Compensation

    | | Jeffrey Mosebrook is Integra’s Senior Vice President, Finance. Mr. Mosebrook also serves as Integra's Principal Accounting Officer. He was appointed Principal Accounting Officer in October 2017. From February 2023 to June 2023, Mr. Mosebrook also served as our Principal Financial Officer. Mr. Mosebrook joined Integra in 2006 through Integra’s acquisition of Miltex, Inc. where he served as a financial reporting manager. Since joining Integra, he has served in a number of managerial positions with increasing responsibilities. In May 2010, he was named instruments Group Controller and went on to be named Group Controller, US in March 2012. In September 2014, Mr. Mosebrook was named as Vice President, Corporate Controller. Prior to Miltex, Inc., Mr. Mosebrook spent four years at Beard Miller Company, LLP (now known as Baker Tilly US, LLP) in various accounting roles. Mr. Mosebrook received a B.S. in accounting from York College and is a certified public accountant licensed in Pennsylvania. |

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  55. Director Compensation

    | | Eric I. Schwartz is Integra’s Executive Vice President, Chief Legal Officer and Secretary. Mr. Schwartz joined Integra in November 2018. Before joining Integra, Mr. Schwartz was the general counsel of Globus Medical, a global orthopedic medical devices company, where he led several strategic transactions, including the largest acquisition in its company history. Prior to that, Mr. Schwartz served as the chief operating officer and chief legal officer of CardioVIP, a venture-backed health care services company. Prior to CardioVIP, he served as general counsel at Animas Corporation, playing a key role in its sale to Johnson & Johnson. Following the transaction, Mr. Schwartz assumed the role of assistant general counsel at J&J, supporting several high-growth businesses within the company’s medical devices division. He also served on the management boards of McNeil Nutritionals and Ethicon Biosurgery. Mr. Schwartz received his B.A. and J.D. from the University of Virginia. He also received an M.B.A. in Finance from the Wharton School of the University of Pennsylvania. |

  56. Director Compensation

    | | Harvinder Singh is Integra's Executive Vice President and President, International Business. Mr. Singh joined Integra in October 2022. Prior to joining Integra, Mr. Singh was at Abbott Laboratories for more than 20 years. Over this period, Mr. Singh served in increasing positions of responsibility, most recently as corporate officer and vice president of global commercial operations for the vascular business. Before joining Abbott, he worked for Guidant Corporation and Eli Lilly in sales, marketing, strategy and general management roles. He lived and worked in India, Hong Kong, Shanghai, Tokyo, Singapore, and the United States. Mr. Singh served as a member on the board of APACMed, the industry association of medical device companies in Japan and the Asia Pacific region. He was also a board member of the American Medical Devices and Diagnostics Manufacturers’ Association in Japan. Mr. Singh graduated with a bachelor’s degree in chemistry and biology from Punjab University and received his M.B.A. from University of Indore, India. He is an alumnus of the Harvard Business School’s Advanced Management Program. |

  57. Director Compensation

    | | Chantal Veillon is Integra’s Executive Vice President and Chief Human Resources Officer. Ms. Veillon, who has served in this role since joining the Company in August 2023, is responsible for providing leadership in developing and executing human resources strategy in support of the overall business plan and strategic direction of the organization. Ms.Veillon brings significant global Human Resources leadership experience. Prior to joining Integra, Ms. Veillon worked at Bristol Myers Squibb for over 10 years and held senior human resources leadership roles of increasing responsibility, supporting research and development, manufacturing, supply chain, commercial operations, corporate functions globally and regionally in the United States and Europe. Ms. Veillon also held various global human resources leadership roles at Honeywell and GE Healthcare prior to joining BMS. She started her career at Vivendi Games as its in-house lawyer with international responsibilities and during her tenure, she expanded her scope to include the HR function. Ms. Veillon received both her J.D. and M.B.A. in international commercial law from Université Paris 1 Panthéon-Sorbonne in France. |

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  59. Director Compensation

    As a world leader in medical technologies, Integra is driven by our purpose of restoring patients’ lives. We innovate treatment pathways to advance patient outcomes and set new standards of surgical, neurologic and regenerative care. We are guided by our integrated growth strategy, which will enable us to capitalize on the favorable market dynamics, achieve profitable growth acceleration and create shareholder value now and into the foreseeable future. Delivering this strategy requires a team of highly engaged and skilled leaders who are rewarded for the performance they deliver. To ensure our leaders are driven to deliver excellence for customers, patients, stockholders and colleagues, our executive compensation program is designed to link business priorities with performance.

  60. Director Compensation

    | Our Executive Compensation Philosophy Our executive compensation programs are based on a pay-for-performance philosophy and are designed to... •Attract, motivate and retain talented executives who have the skills to drive our continued profitability, growth and success; •Connect executive compensation with our short- and long-term corporate goals with an appropriate balance across pay programs prioritizing performance while discouraging unnecessary or excessive risk-taking; •Align the interests of our executives with those of our stockholders; and •Reward executives for exceptional performance that improves patient outcomes and drives stockholder value (pay-for performance). |

  61. Director Compensation

    This Compensation Discussion and Analysis (“CD&A”) describes the 2023 compensation of our named executive officers ("NEOs") listed below. It also provides an overview of our executive compensation program, which we continue to refine based on stockholder feedback, competitive market practice, and Company performance.

  62. Director Compensation

    | Named Executive Officer | Role | 2023 Time In Role | | Mr. Jan De Witte | President and Chief Executive Officer (CEO) | Full Year | | Ms. Lea Knight | Executive Vice President and Chief Financial Officer (CFO) | Beginning June 28, 2023 | | Mr. Jeffrey Mosebrook | Senior Vice President, Finance & Principal Accounting Officer Interim Principal Financial Officer (PFO) | Full Year February 2 to June 28, 2023 | | Mr. Robert T. Davis, Jr. | Executive Vice President, President, Tissue Technologies | Full Year | | Mr. Michael J. McBreen | Executive Vice President, President, Codman Specialty Surgical | Full Year | | Mr. Eric I. Schwartz | Executive Vice President, Chief Legal Officer and Secretary | Full Year | | Ms. Carrie Anderson1 | Executive Vice President and Chief Financial Officer (CFO) | January 1 to February 2, 2023 |

  63. Director Compensation

    1.Effective February 2, 2023, Ms. Anderson resigned as Chief Financial Officer. Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer. As a result, the discussion of how we establish the compensation for the NEOs does not apply to him. Mr. Mosebrook is an NEO for disclosure purposes only because he served as our interim principal financial officer for part of 2023.

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  65. Director Compensation

    Summary of Our 2023 Decisions The Compensation Committee makes decisions regarding NEO total compensation (base salary, annual bonus objectives and payments, and annual equity grants) in connection with our annual performance review process. The table below summarizes the Compensation Committee’s decisions and provides information on updates to the compensation programs for 2023.

  66. Director Compensation

    | Factors That Guided Total Compensation Decisions | •Our executive compensation philosophy •Degree of achievement of key strategic financial and operational goals •Individual performance •Advancement of our diversity and inclusion strategy •Recommendations of our President and CEO (other than with respect to his own compensation) •Advice of an independent compensation consultant •Stockholder input •Market pay practices •Current and historical Integra compensation | | Key 2023 Compensation Decisions (See Pages 42 – 48 For More Information) | Base Salary Decisions NEOs received salary increases based on business performance, competitive compensation data and individual performance. All NEOs including Mr. Mosebrook received an increase aligned to our 2023 global merit budget with the exception of Mr. McBreen who received a 6.1% merit increase to reflect his 2022 performance and a 12.9% market increase to remain competitive with our peer group. Ms. Knight's 2023 base salary was set when she joined the Company in June 2023. Cash Bonus Decisions In February 2023, the Compensation Committee approved the short-term incentive design, metrics and performance goals for NEOs, which cascades more broadly to all plan participants. As a result of business performance goals in 2023, the overall annual bonus pool was funded at 0% of target. The Compensation Committee considered this funding appropriate based on the Company results. The NEOs did not receive a cash bonus for 2023 performance. Mr. Mosebrook served as interim Principal Financial Officer from February 2 through June 28, 2023. As a senior vice president, Mr. Mosebrook was eligible for a bonus payment consistent with other non-NEO employees at the senior vice president level and the general employee population. Equity Grant Decisions On March 10, 2023, Mr. De Witte received an annual equity grant with a fair market value of $5,500,089. Grants for the other NEOs ranged in value from $260,120 to $2,218,875. | | | Equity grants consist of 50% performance stock units (PSUs) and stock options and restricted stock (RSUs for Mr. De Witte) each weighted at 25%. Mr. Mosebrook's equity grants consists of 50% PSUs and 50% restricted stock consistent with the annual equity grants awarded to other non-NEO US senior vice presidents. The 2023 PSU target level goal increased to 5.7% annual organic revenue growth. The PSU's maximum level of performance is 7% annual organic revenue growth and the vesting percentage opportunity for this award is 150% when this exceptional performance is achieved or surpassed. |

  67. Director Compensation

    | 34 | 2024 Proxy Statement |

  68. Director Compensation

    | Key 2023 Compensation Decisions (See Pages 42– 48 For More Information) | In consideration for serving as interim PFO while retaining his Senior Vice President, Finance and PAO role for the full year, Mr. Mosebrook was given a restricted stock award valued at $500,000 with a two-year cliff vest. New Hire Decisions In consideration of Ms. Knight’s repayment of a cash sign-on received from her prior employer, the Compensation Committee awarded Ms. Knight a one-time payment of $350,000 in June 2023 when she joined the Company. Ms. Knight received a one-time restricted stock award in the amount of $1,000,000 granted on July 1, 2023, largely in consideration of her forfeiture of unvested equity from her prior employer. Her award was provided in two grants as follows: $750,000 in restricted stock award which vests in three equal installments on the anniversary dates of the grant for the forfeiture of unvested equity and 2023 bonus from her previous employer and $250,000 in restricted stock which vests on the third anniversary of the grant date for sign-on attraction. PSU Vesting Decisions In February 2024, the Compensation Committee reviewed the annual organic revenue growth goal for 2023 performance as it relates to the vesting of 2021, 2022 and 2023 PSU grants. Based on the Company's performance, PSUs tied to the 2023 performance year vested at 0% of target for the 2021, 2022 and 2023 PSUs. | | Say-On-Pay Results And Stockholder Feedback | The Company continues to receive high levels of Say-on-Pay support, with 98.8% of votes cast in favor at our 2023 annual meeting of stockholders. The Compensation Committee believes this support, coupled with positive feedback from stockholders, to be an endorsement of our current program, which is considered as part of the Compensation Committee’s annual review. |

  69. Director Compensation

    | 2024 Proxy Statement | 35 |

  70. Director Compensation

    Supporting Our Pay-For-Performance Philosophy

  71. Director Compensation

    | In support of our pay-for-performance philosophy and achievement of strong Company performance, the majority of the total compensation opportunity that our President and CEO and other NEOs receive is “at-risk” and dependent upon future performance. Market-competitive base salaries are established to provide our NEOs with a stable and secure source of income with “at-risk” pay aligned to driving our four strategy pillars. Consistent with the Company’s overall executive compensation philosophy, NEOs are rewarded for their strong leadership and individual performance and provided with equity incentives to ensure alignment of their interests with those of our stockholders. For Mr. De Witte, 88% of his on-going target total direct compensation opportunity is at-risk, as shown below. On average, the target total direct compensation for our NEOs other than Mr. De Witte that is at-risk is 75%. Given the nature and intent of the award, Ms. Knight's $1,000,000 equity award granted in July 2023 is excluded from the average on-going target total direct compensation for our other NEOs. Mr. Mosebrook served as our interim Principal Financial Officer from February 2, 2023 to June 28, 2023 until Ms. Knight was appointed as our Chief Financial Officer. Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer. As a result, discussion of the compensation for our NEOs, including the components and targets thereof, does not apply to him. For this reason, Mr. Mosebrook is excluded from the average on-going target total direct compensation for our other NEOs appearing below. | The majority of total direct compensation for our NEOs — 88% for our President and CEO and an average of 75% for our other NEOs — is “at-risk” based on the achievement of specific performance goals and stock price performance. |

  72. Role of the Compensation Committee

    | Step 1: Input On Compensation | | Step 2: Compensation Committee Decisions | | Step 3: Compensation Committee Oversight | | At the beginning of each year, management, including the President and CEO, provides recommendations to the Compensation Committee regarding the compensation of the NEOs. The CEO does not make recommendations on his own pay. These recommendations take into consideration the competitive market pay data provided by the Board’s independent consultant, as well as an evaluation of the NEO’s role, performance and contributions to the Company’s results, as well as the individual’s long-term potential. (See more below on the Compensation Committee's independent compensation consultant.) | | The Compensation Committee considers these recommendations together with the input of our independent compensation consultant and subsequently the Compensation Committee determines the NEOs’ compensation, ensuring it is aligned with our compensation philosophy. All aspects of the CEO’s compensation are determined solely by the Compensation Committee, with input from the independent compensation consultant. | | For the coming year, the Compensation Committee reviews and approves: •Objectives for the CEO •Variable pay target opportunities for annual bonus and long-term equity incentives •Performance metrics for the annual bonus and equity grants The Compensation Committee ensures performance metrics are consistent with the financial, operational and strategic goals set by the Board, that the performance goals are sufficiently ambitious and that amounts paid (when target performance levels are achieved) are consistent with our executive compensation philosophy. |

  73. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee engages WTW (formerly known as Willis Towers Watson) as its independent executive compensation consultant. WTW conducts thorough market analyses and offers strategic recommendations that serve as inputs for the Compensation Committee's decisions. WTW continuously updates the Compensation Committee on pertinent market trends and evolving regulatory landscapes as it relates to executive compensation. In addition to reviewing executive compensation proposals presented by management, WTW collaborates closely with the Compensation Committee to validate and strengthen the pay-for-performance relationship and alignment with stockholders. Pursuant to the rules of the SEC, the Compensation Committee has reviewed the SEC’s independence factors for compensation advisers and concluded that no conflict of interest exists that would prevent WTW from independently representing the Compensation Committee. In 2023, in addition to the executive compensation consulting services provided, WTW provided corporate risk and brokering services and additional rewards consulting services to the Company with total fees of $422,598.

  74. Role of the Executive Compensation Peer Group

    Role of the Executive Compensation Peer Group

  75. Role of the Executive Compensation Peer Group

    | To help ensure we provide our NEOs with fair and market-competitive compensation and to support retention of our key leaders, we annually review the compensation provided to our executives against executives within our peer group of companies. In 2023, this peer group consisted of companies determined to be: •Similar in size (revenue and market capitalization), complexity and global reach to Integra; •In the medical technology or a similar industry; and •In competition with Integra for executive talent. | Integra is currently at the 40th percentile for revenue when compared to the 2023 peer group. We generally position each element of compensation and the total compensation packages for executive officers to align with the 50th percentile of our peer group. |

  76. Role of the Executive Compensation Peer Group

    Our peer group is regularly reviewed by the Compensation Committee with consideration given to our strategy and the advice of our independent compensation consultant. The 2022 peer group approved by the Compensation Committee and used in setting 2023 compensation is shown below. Varian Medical Systems, Inc. and Hill-Rom Holdings, Inc. were removed due to acquisitions. QuidelOrtho Corporation, which is aligned with our revenue and business model, was added.

  77. Role of the Executive Compensation Peer Group

    | 2022 Executive Compensation Peer Group | | | | ABIOMED, Inc. | Integer Holdings Corporation | ResMed, Inc. | | Align Technology, Inc. | Intuitive Surgical, Inc. | Steris Plc | | CONMED Corporation | Invacare Corporation | Teleflex Incorporated | | Edwards Lifesciences Corporation | Masimo Corporation | The Cooper Companies, Inc. | | Haemonetics Corporation | Nuvasive, Inc. | West Pharmaceutical Services, Inc. | | Hologic, Inc. | QuidelOrtho Corporation | |

  78. Role of the Executive Compensation Peer Group

    The 2023 peer group approved by the Compensation Committee in setting 2024 compensation is shown below. Abiomed, Inc. and Invacare Corp were removed due to an acquisition and bankruptcy filing, respectively. Enovis Corporation, Merit Medical Systems, Inc., LivaNova PLC and Organogensis Holdings Inc., which are aligned with our revenue and business model, were added.

  79. Role of the Executive Compensation Peer Group

    | 40 | 2024 Proxy Statement |

  80. Role of the Executive Compensation Peer Group

    | 2023 Executive Compensation Peer Group | | | | Align Technology, Inc. | Intuitive Surgical, Inc. | ResMed, Inc. | | CONMED Corporation | LivaNova PLC | Steris Plc | | Edwards Lifesciences Corporation | Masimo Corporation | Teleflex Incorporated | | Enovis Corporation | Merit Medical Systems | The Cooper Companies, Inc. | | Haemonetics Corporation | Nuvasive, Inc. | West Pharmaceutical Services, Inc. | | Hologic, Inc. | Organogenesis Holdings, Inc. | | | Integer Holdings Corporation | QuidelOrtho Corporation | |

  81. Role of the Executive Compensation Peer Group

    Elements of the Executive Compensation Program Integra’s executive compensation consists of fixed pay and variable pay, including cash and non-cash components. We continue to emphasize variable pay rather than fixed pay, with the majority of the compensation being “at risk” performance-based compensation. We compare our executive compensation elements and total compensation against those of our peer group companies targeting the median while aligning to our executive compensation philosophy. The chart below summarizes the various elements of Integra’s executive compensation and their purpose:

  82. Role of the Executive Compensation Peer Group

    | | Objective | Type of Compensation | Key Features | | Base Salary | Provide competitive fixed pay that is tied to the market and allows us to attract, retain and motivate executives within the medical technology industry and broader market | Cash | •Reflects individual skills, experience, responsibilities and performance over time •Influences annual bonus and long-term incentive opportunity •Provides a stable and secure source of income | | Short-Term Incentive —Annual Bonus | Encourage focus on short-term business performance | Cash | •Performance-based reward tied to achievement of short-term corporate performance goals •Payment reflects the attainment of corporate financial goals as well as individual accomplishments in strategy, financial, and cultural elements associated with their leadership responsibilities for their given area •Paid only if threshold performance levels are met or exceeded | | Long-Term Incentive — Performance Stock Units (PSUs) | Increase multi-year organic revenue growth | Equity | •Performance-based rewards tied to achievement of long-term corporate performance goals •Vests only if threshold performance levels are met or exceeded •Promotes retention and enhances executive stock ownership •Links value to stock price | | Long-Term Incentive —Non-qualified Stock Options | Closely align executive and stockholder interests and aid in retention | Equity | •Promotes retention and enhances executive stock ownership •Links value to stock price appreciation |

  83. Role of the Executive Compensation Peer Group

    | 2024 Proxy Statement | 41 |

  84. Role of the Executive Compensation Peer Group

    | | Objective | Type of Compensation | Key Features | | Long-Term Incentive —Restricted Stock & RSUs | Closely align executive and stockholder interests and aid in retention | Equity | •Promotes retention and enhances executive stock ownership •Links value to stock price | | Other Benefits | Aid in attracting and retaining talent | Benefit | •Broad-based benefits available to all employees •Executive physical exam program •Non-Qualified Deferred Compensation Program available to all eligible employees |

  85. Role of the Executive Compensation Peer Group

    Analysis of 2023 Compensation Decisions

  86. Annual Bonus

    Annual Bonus Our Performance Incentive Compensation Plan (the “Bonus Plan”) provides NEOs with the opportunity to earn a cash award when they deliver strong annual Company and individual performance. NEOs are eligible for bonus payments only if the Company achieves a threshold goal of at least 70% of prior year adjusted EBITDA. If 70% of prior year adjusted EBITDA is met, the Bonus Plan is funded. Actual bonuses are determined based on the Company’s achievement of annual performance goals determined by the Compensation Committee within the first 90 days of each year. The annual bonus pool is determined based on Company performance — revenue (40% weighting), adjusted EBITDA (40% weighting) and

  87. Annual Bonus

    | 42 | 2024 Proxy Statement |

  88. Annual Bonus

    operating cash flow (20% weighting). These metrics were selected as they are key indicators of the strength of our business and we believe they drive long-term stockholder return. Each NEO has a target bonus opportunity, with no minimum (that is, the actual payment could be 0%) and a cap at 200% of their target (200% of base salary for Mr. De Witte based on his employment agreement). Actual annual bonus paid may be modified based on an individual’s performance.

  89. Annual Bonus Pool Funding

    Annual Bonus Pool Funding The annual bonus pool is funded for all Bonus Plan participants based on Company performance. The aggregate amount of the final payments to all participants, including the NEOs, may not exceed the overall funded pool. For 2023, the Company’s funding model was as follows:

  90. Annual Bonus Pool Funding

    | PERFORMANCE METRIC | WEIGHT | Performance Goals as a % of Target | | | | | | | Below Threshold | Threshold | Target | Maximum | | Revenue | 40% | 95.9% | 96% | 100% | 104% | | Adjusted EBITDA¹ | 40% | 92.9% | 93% | 100% | 107% | | Operating Cash Flow | 20% | 84.9% | 85% | 100% | 115% | | Annual Bonus Pool Funding (as a % of Target) | | 0% | 20% | 100% | 150% |

  91. Annual Bonus Pool Funding

    1.Defined as GAAP net income excluding (i) depreciation and amortization; (ii) other income (expense); (iii) interest income and expense; (iv) income tax expense (benefit); and (v) those operating expenses also excluded from adjusted net income. The measure of adjusted net income consists of GAAP net income, excluding: (i) structural optimization charges; (ii) divestiture, acquisition and integration-related charges; (iii) EU Medical Device Regulation-related charges; (iv) charges related to the voluntary global recall of products manufactured at the Company's Boston, Massachusetts facility, (v) intangible asset amortization expense; and, (vi) income tax impact from adjustments. See “Appendix A — Non-GAAP Financial Measures”. This same funding model will apply for the 2024 performance year. Additionally, the Compensation Committee has discretion to adjust the amount of the bonus pool funding, and subsequently named executive officer awards. Our reported results may be adjusted when comparing to our annual bonus targets for unusual events outside the control of Management including currency impact versus budget. We also exclude certain transactions such as material acquisitions or divestitures if these items were not included in the performance target. 2023 presented numerous operational challenges, including the voluntary global recall and manufacturing stoppage of all products manufactured at our Boston, Massachusetts facility. Despite these challenges, we were able to strengthen our operational capabilities while capitalizing on the growth of our markets and the resilience of our products. The chart below shows our achievements against the performance targets for each metric in 2023:

  92. Annual Bonus Pool Funding

    | Revenue | Adjusted EBITDA | Operating Cash Flow | | ($ in Millions) | ($ in Millions) | ($ in Millions) |

  93. Annual Bonus Pool Funding

    | Achieved 95% of Target | Achieved 85% of Target | Achieved 56% of Target |

  94. Annual Bonus Pool Funding

    | 2024 Proxy Statement | 43 |

  95. Annual Bonus Pool Funding

    The specific revenue metric adjustment reviewed and made by the Compensation Committee for 2023, as reflected in the graph above, included an adjustment for foreign exchange impact versus budget. Revenue was adjusted by $1.0 million to $1,542.6 from $1,541.6. See "Appendix A - Reconciliation of Non-GAAP Financial Measures". These achievements did not meet the threshold performance levels for each metric; therefore, the overall annual bonus pool was funded at 0% of target. The Compensation Committee determined that no bonus payout should be made to the NEOs for 2023 performance, except with respect to Mr. Mosebrook. Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer and therefore he was eligible for a bonus payment consistent with the non-NEO general employee population (which includes employees at the senior vice president level).

  96. 2023 Annual Bonus (Paid in March 2024)

    2023 Annual Bonus (Paid in March 2024) The following table shows the actual annual bonus amounts awarded for 2023.

  97. 2023 Annual Bonus (Paid in March 2024)

    | | TARGET AS A % OF BASE SALARY | TARGET AWARD OPPORTUNITY | Actual Amount Awarded | Actual as a % Of Target(4) | | Jan De Witte | 110% | $973,335 | $0 | 0% | | Lea Knight1 | 90% | $275,400 | $0 | 0% | | Jeffrey Mosebrook(2) | 35% | $133,000 | $111,888 | 84% | | Robert T. Davis, Jr. | 60% | $315,440 | $0 | 0% | | Michael J. McBreen | 85% | $531,250 | $0 | 0% | | Eric I. Schwartz | 70% | $378,342 | $0 | 0% | | Carrie Anderson3 | 80% | $464,000 | $0 | 0% |

  98. 2023 Annual Bonus (Paid in March 2024)

    1.Ms. Knight was eligible for a prorated bonus based on her June 28, 2023 hire date. 2.Mr. Mosebrook served as our interim Principal Financial Officer from February 2, 2023 to June 28, 2023 until Ms. Knight was appointed as our Chief Financial Officer. Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer and therefore he was eligible for a bonus payment consistent with the non-NEO general employee population (which includes employees at the senior vice president level). 3.Effective February 2, 2023, Ms. Anderson resigned from the Company, therefore, was not eligible for a cash bonus payout in March 2023. 4.Messrs. Davis and Mosebrook elected to defer a percentage of their 2023 annual bonus paid in March 2024 (to the extent that a bonus was paid) under the Non-Qualified Deferred Compensation Program. Specifically, Mr. Davis deferred 35% and Mr. Mosebrook deferred 10%

  99. Equity Grants

    Equity Grants Equity grants help to align executive interests with those of our stockholders. The Compensation Committee considers Company performance, individual performance, long-term potential and market practice when determining the value and type of equity. We award an annual grant mix of restricted stock or restricted stock units (RSUs), non-qualified stock options and performance stock units (PSUs) as shown below.

  100. Equity Grants

    | 44 | 2024 Proxy Statement |

  101. Equity Grants

    | | Restricted Stock (all NEOS2 except CEO) | Restricted Stock Units (RSUs) (CEO ONLY) | Non-Qualified Stock Options | Performance Stock Units (PSUS) | | Definition | Represents actual ownership of Integra stock that becomes the executive’s upon vesting | Notional units which are redeemable for Integra stock; their value tracks the value of Integra stock | Once vested, stock options give an executive the right to purchase Integra stock at an exercise price equal to the closing price of our common stock on the date of grant | Notional units which are redeemable for Integra stock subject to performance; their value tracks the value of Integra stock | | % of Equity Grant | 25% | 25% | 25% | 50% | | Performance Metric | Time | Time | Stock price | Organic revenue growth | | Vesting | Annually over three years1 | Annually over three years; payment is generally deferred until after CEO’s departure from Integra | Annually over four years | Annually over three years based on achievement of performance goals |

  102. Equity Grants

    1.Ms. Knight, in consideration of her forfeiture of unvested equity from her prior employer when she joined the Company in June 2023, received a one-time restricted award in the amount of $1,000,000 granted on July 1, 2023. Her award was provided in two grants as follows: $750,000 in restricted stock award that vests in three equal installments on the anniversary dates of the grant for the forfeiture of unvested equity and 2023 bonus from her previous employer and $250,000 in restricted stock that vests on the third anniversary of the grant date for sign-on attraction. 2.Mr. Mosebrook's equity grants consists of 50% PSUs and 50% restricted stock consistent with the annual equity grants awarded to other non-NEO US senior vice presidents.

  103. Annual Equity Compensation Grants

    Annual Equity Compensation Grants Annual equity grants are typically made in March of each year. The following criteria are evaluated for each of our NEOs when determining the value of their annual equity award: •Performance over the long term; •Performance during the prior year; •Long-term potential and succession planning; •Retention considerations; •Leadership and innovation; and •Market practices for comparable positions. 2023 Equity Compensation Decisions The Compensation Committee reviewed the target total direct compensation of our NEOs compared to our peers and made market adjustments to annual equity grant values to continue to be competitive with our peer group. In March 2023, NEOs, each received an annual equity grant of PSUs, non-qualified stock options and restricted stock (RSUs for Mr. De Witte). Ms. Knight, in consideration of her forfeiture of unvested equity from her prior employer when she joined the Company in June 2023, received a one-time restricted award in the amount of $1,000,000 granted on July 1, 2023. Her award was provided in two grants as follows: $750,000 in restricted stock award that vests in three equal installments on the anniversary dates of the grant for the forfeiture of unvested equity and 2023 bonus from her previous employer and $250,000 in restricted stock that vests on the third anniversary of the grant date for sign-on attraction.

  104. Annual Equity Compensation Grants

    | 2024 Proxy Statement | 45 |

  105. Annual Equity Compensation Grants

    | | FAIR MARKET VALUE AT GRANT – 2023 | | | | | | | RESTRICTED STOCK | RSUs | NON-QUALIFIED STOCK OPTIONS | PSUs | TOTAL | | Jan De Witte | | $1,375,043 | $1,375,013 | $2,750,033 | $5,500,089 | | Lea Knight | $1,000,031 | | | | $1,000,031 | | Jeffrey Mosebrook(1) | $663,298 | | | $96,858 | $760,156 | | Robert T. Davis, Jr. | $223,481 | | $223,439 | $446,910 | $893,830 | | Michael J. McBreen | $929,772 | | $429,701 | $859,402 | $2,218,875 | | Eric I. Schwartz | $268,051 | | $268,002 | $536,049 | $1,072,102 | | Carrie Anderson2 | $— | | $— | $— | $— |

  106. Annual Equity Compensation Grants

    1.Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer. As a result, the discussion of how we establish the compensation for the NEOs does not apply to him. His annual equity award is in the form of 50% performance shares units and 50% restricted stock units consistent with other US senior vice presidents. In consideration of serving as Interim PFO while retaining his Senior Vice President, Finance and PAO role for the full year, Mr. Mosebrook was awarded a restricted stock valued at $500,000 with 2-year cliff vesting. His annual equity award included a restricted stock award valued at $163,262 with 3-year ratable vesting. 2.Effective February 2, 2023, Ms. Anderson resigned from the company, therefore, she did not receive an annual equity award in March 2023.

  107. Using Organic Revenue Growth As The PSU Performance Metric

    Using Organic Revenue Growth As The PSU Performance Metric Annual organic revenue growth is the performance metric for PSU awards as it is a key indicator of the strength of our business and stockholder return. Organic revenue consists of total revenues excluding the effects of currency exchange rates, revenues from current-period acquisitions and product divestitures and discontinuances. Organic revenue growth is the increase in organic revenue compared to the prior year. The three-year annual organic revenue growth goal is derived from a rigorous process that involves input and discussions among the Compensation Committee, CEO and management. We annually review the metrics (and related targets) used in our annual bonus and equity programs to ensure they remain aligned to Integra’s strategic plan.

  108. PSU Vesting For Equity Grants

    PSU Vesting For Equity Grants For the 2020, 2022 and 2023 PSU grants, each NEO, including Mr. Mosebrook, is eligible to receive shares of the Company’s common stock ranging from 0% to 150% of target based on the Company’s achievement of an annual organic revenue growth goal over the prior year’s organic revenue amount during each fiscal year of the performance period as follows:

  109. PSU Vesting For Equity Grants

    | | GROWTH IN ANNUAL ORGANIC REVENUE OVER PRIOR YEAR | | | | | | 2020 PERFORMANCE GOAL | 2022 PERFORMANCE GOAL | 2023 PERFORMANCE GOAL | PERFORMANCE VESTING PERCENTAGE | | Below Threshold Level | <2% | <2% | <2% | 0% | | Threshold Level | 2% | 2% | 2% | 50% | | Target Level | 5% | 5.3% | 5.7% | 100% | | Maximum Level | 7% | 7% | 7% | 150% |

  110. PSU Vesting For Equity Grants

    | 46 | 2024 Proxy Statement |

  111. PSU Vesting For Equity Grants

    For the 2021 grants, to further align the interests of our executives and those of our stockholders and enhance our performance-oriented incentives to drive sustainable long-term performance with the uncertainty of the 2020 COVID-19 pandemic, the Compensation Committee increased the 2021 grant’s maximum vesting percentage to 200% when the Company achieves exceptional organic revenue growth of 14% or more. Each NEO is eligible to receive shares of the Company’s common stock ranging from 0% to 200% of target for the 2021 grant based on the Company’s achievement of the annual organic revenue growth goal over the prior year’s organic revenue amount during each fiscal year of the performance period as follows:

  112. PSU Vesting For Equity Grants

    | | GROWTH IN ANNUAL ORGANIC REVENUE OVER PRIOR YEAR | | | | 2021 PERFORMANCE GOAL | PERFORMANCE VESTING PERCENTAGE | | Below Threshold Level | <2% | 0% | | Threshold Level | 2% | 50% | | Target Level | 5% | 100% | | Maximum Level | 14% | 200% |

  113. PSU Vesting For Equity Grants

    | If... | Then... | | Growth in annual organic revenue over prior year is between threshold and target levels | For 2020, 2021, 2022 and 2023 Grants Performance vesting percentage is determined by extrapolating between threshold level— anchor points of 3% annual organic revenue growth (with a 70% performance vesting percentage) and 4% annual organic revenue growth (with an 85% performance vesting percentage)—and target level. | | Growth in annual organic revenue over prior year is between target and maximum levels | For 2020 and 2023 Grants Performance vesting percentage is determined by linear interpolation between target level and maximum level. For 2021 and 2022 Grants Performance vesting percentage is determined by extrapolating between target level and maximum. | | Target performance in a particular year is not attained but the Company achieves its cumulative goal (an average three-year annual organic revenue growth rate of at least target level) | Additional PSUs will vest on the third anniversary of the grant date (as though the performance goal for the fiscal year was achieved at target level). |

  114. PSU Grant Vesting

    PSU Grant Vesting 2023 presented numerous operational challenges, including the voluntary global recall and manufacturing stoppage of all products manufactured at our Boston, Massachusetts facility. Despite these challenges, we were able to strengthen our operational capabilities while capitalizing on the growth of our markets and the resilience of our products.

  115. PSU Grant Vesting

    | 2024 Proxy Statement | 47 |

  116. PSU Grant Vesting

    Vesting of the following PSU grants in 2023 and 2024 was determined based on the achievement of the Company’s annual organic revenue growth goal for the 2022 and 2023 performance periods:

  117. Performance Results For PSUs Vesting In 2024 Based On 2023 Performance Year

    Performance Results For PSUs Vesting In 2024 Based On 2023 Performance Year

  118. Performance Results For PSUs Vesting In 2024 Based On 2023 Performance Year

    | | Performance Vesting % | 2021 Grant Year 3 Vesting | 2022 Grant Year 2 Vesting | 2023 Grant Year 1 Vesting | | Baseline1 | | $1,542.4 | $1,542.4 | $1,542.4 | | Target Level | 100% | 5% | 5.3% | 5.7% | | Maximum Level | 150% in 2022/2023 200% in 2021 | 14% | 7% | 7% | | ACTUAL1 | | $1,557.7 | $1,557.7 | $1,557.7 | | % Increase over Baseline | | 0% | 0% | 0% | | ACTUAL VESTING PERCENTAGE | | 0% | 0% | 0% |

  119. Performance Results For PSUs Vesting In 2024 Based On 2023 Performance Year

    1.See “Appendix A — Non-GAAP Financial Measures”. For the 2021 PSU grant, the Company's average three-year annual organic revenue growth rate was 6.1% which exceeded the 5% target for the performance period. Accordingly, pursuant to the terms of the 2021 PSU, shares vested on March 12, 2024, the third anniversary of the grant date, as though the performance goal for each of fiscal year 2022 and 2023 was achieved at target level.

  120. Performance Results For PSUs Vesting In 2024 Based On 2023 Performance Year

    | 48 | 2024 Proxy Statement |

  121. Performance Results For PSUs Vesting In 2024 Based On 2023 Performance Year

    Other Benefits

  122. Clawback Policy

    Clawback Policy We have a compensation recoupment, or clawback, policy, which we adopted in October 2023 to comply with Nasdaq listing standards implementing Exchange Act Rule 10D-1. The clawback policy includes mandatory recoupment of excess incentive-based compensation received by a covered executive (including the NEOs) on or after October 2, 2023 in the event of a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under federal securities laws, as required by Exchange Act Rule 10D-1. We maintain a separate clawback policy applicable if a restatement of our financial results is required to correct a material error or inaccuracy due to the fraud or intentional misconduct of any employee (including the NEOs). If applicable, the Compensation Committee can recoup from an employee (including the NEOs) the bonuses or equity awards awarded on or after January 1, 2013 and cancel outstanding annual bonus or equity award opportunities.

  123. Accounting

    Accounting We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for share-based payments (including non-qualified stock options, restricted stock, restricted stock units, PSUs and other forms of equity compensation). The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to equity compensation awards. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives. Although the Compensation Committee generally considers the tax and accounting implications of its compensation decisions, the primary drivers for determining the amount and form of executive compensation are the attraction, motivation and retention of executive talent rather than the Internal Revenue Code or accounting requirements. Employment and Post-Employment Arrangements

  124. CEO Employment Agreement: Mr. De Witte

    CEO Employment Agreement: Mr. De Witte In connection with his appointment as President and CEO of the Company, the Company entered into an employment agreement (the “De Witte Agreement”) pursuant to which Mr. De Witte commenced employment on December 1, 2021. The initial term of the De Witte Agreement expires on the third anniversary of the Effective Date (as defined in the De Witte Agreement), unless terminated earlier, and is subject to an automatic one-year renewal term unless either party gives timely written notice of termination.

  125. CEO Employment Agreement: Mr. De Witte

    | 50 | 2024 Proxy Statement |

  126. CEO Employment Agreement: Mr. De Witte

    Under the De Witte Agreement, Mr. De Witte's annual base salary is $850,000 per annum, subject to annual review and may be increased in the sole discretion of the Company but may not be decreased without Mr. De Witte's express written consent. Mr. De Witte is eligible for an annual bonus opportunity targeted at 110% of his annual base salary (pro-rated for any partial year of service). Mr. De Witte’s bonus opportunity will range from 50% of his target annual bonus opportunity (if threshold performance goals are achieved) to a maximum of 200% of his base salary. The actual amount of any such annual bonus paid to Mr. De Witte shall be based on company performance and the satisfaction of performance objectives established and evaluated by the Compensation Committee. Consistent with Company policies, Mr. De Witte, as an employee of the Company, will not be entitled to any compensation for his service as a director on the Board. Pursuant to the terms of the De Witte Agreement, Mr. De Witte received a one-time grant of restricted stock units with a grant date value of $2,000,000 (the “initial equity award”), an award that was granted under, and is governed by, the Fifth Amended and Restated Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan. These restricted stock units will vest in three substantially equal annual installments beginning on the first anniversary of the grant date and shall be delivered to Mr. De Witte within 30 days following the first business day that occurs immediately following the six- month period after the date of his separation of service as deferred compensation. This award is subject to accelerated vesting upon termination of employment by reason of death or disability or upon a qualifying termination on or within 24 months following the date of a change in control. Mr. De Witte is eligible to receive an annual equity-based award, with the amount, form and mix of such award to be determined by the Company’s Compensation Committee in its discretion. The terms and conditions, including vesting conditions, of any awards granted as part of an annual equity award shall be set forth in separate award agreements to be entered into by Mr. De Witte and the Company. In connection with his appointment as President and CEO and the commencement of his employment, Mr. De Witte received relocation reimbursement in the amount of $144,156, consistent with the terms of the De Witte Agreement and the Company's relocation policy.

  127. CEO Employment Agreement: Mr. De Witte

    | 2024 Proxy Statement | 51 |

  128. CEO Employment Agreement: Mr. De Witte

    Under the De Witte Agreement:

  129. CEO Employment Agreement: Mr. De Witte

    | IF MR. DE WITTE’S EMPLOYMENT IS TERMINATED... | THEN... | | Outside the context of a change in control by the Company other than for “cause,” death or “disability,” or by Mr. De Witte for “good reason” (each, as defined in the De Witte Agreement) | In addition to accrued amounts, Mr. De Witte will be entitled to: •A severance amount equal to 2.0 times his then-current annual base salary payable over the two-year period following such termination; •A monthly cash payment equal to Mr. De Witte’s monthly COBRA premium cost for family health coverage for up to 18 months following such termination; and, •Full accelerated vesting of the initial equity award | | Within twenty-four months following a change in control by the Company other than for "cause," death or "disability," or by Mr. De Witte for "good reason" | Mr. De Witte will be entitled to receive (i) a severance award in the form of a lump sum cash payment equal to 2.99 times the sum of Mr. De Witte’s annual base salary and target bonus; (ii) monthly cash payments equal to Mr. De Witte’s monthly COBRA premium cost for up to 18 months following termination; (iii) a lump sum cash payment equal to the pro-rata portion of his annual bonus for the year of termination, determined based on actual performance; and (iv) full accelerated vesting of his outstanding equity awards and, to the extent any outstanding equity award is a stock option, such option will remain exercisable until the earlier of the first anniversary of the termination date and the option’s expiration date. | | Due to his death | Mr. De Witte’s estate will receive a lump sum cash payment equal to Mr. De Witte’s annual base salary, and a monthly cash payment equal to Mr. De Witte's monthly COBRA premium for family health coverage for up to twelve months after his termination date. |

  130. CEO Employment Agreement: Mr. De Witte

    Mr. De Witte’s right to receive the severance payments pursuant to the De Witte Agreement (other than upon his death) is contingent on Mr. De Witte’s execution of a general release of claims against the Company. In addition, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to Mr. De Witte than receiving the full amount of such payments. The De Witte Agreement contains non-compete and non-solicitation covenants that extend for up to 18 months following a termination of Mr. De Witte’s employment. In connection with his appointment, Mr. De Witte also entered into the Company’s standard indemnification agreement, the form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2022. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. De Witte for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his services as an executive officer and director of the Company. On February 27, 2024, Mr. De Witte informed our Board of his intention to retire from his position as President and Chief Executive Officer and director of the Company. To ensure a smooth transition, Mr. De Witte will remain at the Company and continue to serve as President and Chief Executive Officer and as a Board member until the effective date of the Board’s appointment of his successor. In connection with his retirement and the services Mr. De Witte will provide during the transition period, the Company and Mr. De Witte entered into a letter agreement, dated February 27, 2024 (the “Letter Agreement”), modifying the De Witte Agreement. The Letter Agreement provides that unless earlier terminated pursuant to the terms of the De Witte Agreement, Mr. De Witte’s

  131. CEO Employment Agreement: Mr. De Witte

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  132. CEO Employment Agreement: Mr. De Witte

    employment as President and Chief Executive Officer will terminate on the earlier of January 18, 2025 and the appointment of a new Chief Executive Officer of the Company (the “Transition Date”). Mr. De Witte further agreed that none of (i) the termination of his employment as of the Transition Date, (ii) the appointment of his successor, (iii) the appointment of Stuart Essig, Ph.D. to the role of Executive Chairman of the Board or (iv) the entering into either the Letter Agreement or the Consulting Agreement (as defined below) will constitute a breach of, or Good Reason (as defined in the De Witte Agreement) for purposes of, the De Witte Agreement or any other agreement between him and the Company. The Company and Mr. De Witte also agreed to enter into a Consulting Agreement to be effective as of the Transition Date (the “Consulting Agreement”). Pursuant to the Consulting Agreement, subject to execution and non-revocation of a customary release of claims against the Company, Mr. De Witte will serve as Senior Advisor to the CEO and provide transition services to the Company from the Transition Date to March 15, 2026 (the “Consulting Period”). Mr. De Witte will be entitled to: (i) a consulting payment equal to his 2024 base salary (pro-rated for any partial service) for the period beginning on the Transition Date and ending on January 18, 2025 (payable in periodic installments in accordance with the Company’s regular payroll practices in effect from time to time), (ii) eligibility for an annual cash bonus opportunity, targeted at 125% of his 2024 base salary, under the Company’s annual bonus program for 2024, subject to the achievement of applicable performance objectives set forth in the Company’s annual bonus program as well as Mr. De Witte’s successful execution of the Company’s 2024 business strategy and, if applicable, contribution to a smooth CEO transition (as determined by the Board in its sole discretion); (iii) continued vesting of outstanding equity awards during Mr. De Witte’s continued service to the Company during the Consulting Period; and (iv) the ability to exercise vested stock options for the lesser of (a) the stated term of the stock options and (b) six months following his cessation of service to the Company under the Consulting Agreement. Mr. De Witte will also be eligible to receive reimbursement of up to $150,000 in relocation expenses. Following the Transition Date, Mr. De Witte, at his sole expense, may continue his current health, dental, and vision insurance coverage for him and his eligible dependents during the Consulting Period, so long as Mr. De Witte elects and maintains eligibility for COBRA continuation coverage.

  133. Change-in-Control Severance Agreements for Other Named Executive Officers

    Change-in-Control Severance Agreements for Other Named Executive Officers Effective January 1 through December 31, 2023, we adopted a change in control severance program (the “Program”) under which Mses. Anderson and Knight and Messrs. Davis, McBreen, Mosebrook and Schwartz were participants. The Program provides for the payment of severance and other benefits to the executives in the event of a “qualifying termination,” which means a termination of employment with the Company without “cause” or by the executive for “good reason,” in either case, on or within two years following a “change in control” of the Company (each, as defined in the Program), which was the same under the expired change-in-control severance agreement. The Program does not provide for any excise tax gross-ups and has double-trigger cash payments. In the event of a qualifying termination, the Change-in-Control Severance Agreements provide for: •A lump sum payment equal to 1.5 times (or 2.0 times in the case of Mses. Knight and Anderson) the sum of the executive’s annual base salary and target bonus; •A lump sum payment equal to a pro rata portion of the executive’s target annual bonus for the partial fiscal year in which the termination occurs; •Company-subsidized COBRA premium payments for up to eighteen months following the termination date; and •Company-paid outplacement services for up to twelve months following the termination date. The executive’s right to receive the severance payments and benefits described above is subject to his/her delivery and non-revocation of an effective general release of claims in favor of the Company. The Change-in-Control Severance Agreements clarified that to the extent the executive has not yet received his/her annual bonus for his/her prior year’s performance with the Company, the executive shall still receive such annual bonus for prior year performance at the time non-terminated employees receive such annual bonus if such payment is due. In addition, under the Change-in-Control Severance Agreements, to the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Internal Revenue Code, such payments and/or benefits may be subject to a “best pay cap” if such reduction would result in a greater net after-tax benefit to the executive than receiving the full amount of such payments. The Program was renewed effective January 1, 2024 and will expire December 31, 2024 unless renewed again.

  134. Change-in-Control Severance Agreements for Other Named Executive Officers

    | 2024 Proxy Statement | 53 |

  135. Change-in-Control Severance Agreements for Other Named Executive Officers

    COMPENSATION COMMITTEE REPORT We have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears in this proxy statement. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our 2023 Annual Report on Form 10-K. Respectfully submitted,

  136. Renee Lo

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards(1) ($) (e) | Option Awards(1) ($) (f) | Non-Equity Incentive Plan Compensation (2) ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation (3) ($) (i) | Total ($) (j) | | Jan De Witte President and Chief Executive Officer and Director | 2023 | 875,467 | — | 4,125,076 | 1,375,013 | — | — | 13,200 | 6,388,756 | | | 2022 | 850,000 | — | 6,500,093 | 1,000,014 | 813,450 | — | 156,356 | 9,319,913 | | | 2021 | 58,846 | — | — | — | 144,384 | — | 48,543 | 251,773 | | Lea Knight 5 Executive Vice President and Chief Financial Officer | 2023 | 295,385 | 350,000 | 1,000,000 | — | — | — | 27,762 | 1,673,147 | | Jeffrey Mosebrook4 Senior Vice President, Finance and Interim PFO | 2023 | 368,050 | 111,888 | 760,156 | — | — | — | 13,200 | 1,253,294 | | Robert T. Davis, Jr Executive Vice President, President, Tissue Technologies | 2023 | 515,990 | — | 670,392 | 223,439 | — | — | 13,062 | 1,422,883 | | | 2022 | 498,030 | — | 938,496 | 212,809 | 271,000 | — | 12,200 | 1,932,535 | | | 2021 | 487,022 | — | 875,970 | 208,551 | 375,000 | — | 11,301 | 1,957,844 | | Michael J. McBreen Executive Vice President, President, Codman Specialty Surgical | 2023 | 598,077 | — | 1,789,174 | 429,701 | — | — | 13,200 | 2,830,152 | | | 2022 | 494,469 | — | 1,150,884 | 216,929 | 274,100 | — | 12,200 | 2,148,582 | | | 2021 | 459,969 | — | 827,483 | 197,007 | 385,000 | — | 10,908 | 1,880,367 | | Eric I. Schwartz Executive Vice President, Chief Legal Officer & Secretary | 2023 | 536,318 | — | 804,100 | 268,002 | — | — | 13,200 | 1,621,620 | | | 2022 | 525,000 | — | 1,912,606 | 637,500 | 310,000 | — | 12,200 | 3,397,306 | | Carrie L. Anderson6 Former Executive Vice President and Chief Financial Officer | 2023 | 64,692 | — | — | — | — | — | 2,588 | 67,280 | | | 2022 | 565,404 | — | 1,968,080 | 406,010 | — | — | 12,200 | 2,951,694 | | | 2021 | 518,462 | — | 1,246,979 | 328,142 | 515,000 | — | 28,081 | 2,636,663 |

  137. Payments upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Context of a Change in Control

    Payments upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Context of a Change in Control The De Witte Agreement provides for the following severance payments and benefits upon termination of employment by the Company without “Cause” or by Mr. De Witte for “Good Reason” (each as defined in the De Witte Agreement) outside the context of a change in control of the Company (as described more fully in the De Witte Agreement): (i) a cash severance payment equal to 2.0 times his then-current annual base salary payable over the two-year period following such termination in accordance with the Company's customary payroll practices; (ii) a monthly cash payment equal to Mr. De Witte's monthly COBRA premium cost for family health coverage for up to 18 months following such termination; and (iii) full accelerated vesting of the initial equity award.

  138. Payments upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Context of a Change in Control

    | 2024 Proxy Statement | 63 |

  139. Payments upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Context of a Change in Control

    None of the unvested equity awards held by Ms. Knight and Messrs. Davis, McBreen, Mosebrook and Schwartz will vest upon such termination. The outstanding unvested equity awards of Ms. Anderson did not vest in connection with her termination, effective February 2, 2023.

  140. Payments upon Termination for Cause or by Executive without Good Reason

    Payments upon Termination for Cause or by Executive without Good Reason The Agreements do not provide the applicable named executive officers with any payments or other benefits in the event of their termination of employment by the Company for cause or by the executive without good reason other than amounts accrued and owing, but not yet paid, as of the date of the executive’s termination of employment.

  141. Summary of Potential Payments

    Summary of Potential Payments The following table summarizes the payments that would be made by the Company to our NEOs upon the events discussed above, assuming their termination of employment with the Company occurred on December 31, 2023 or a change in control of the Company occurred on December 31, 2023, as applicable. Ms. Anderson is not included due to her separation from the Company on February 2, 2023.

  142. Summary of Potential Payments

    | Named Executive Officer | Termination Without Cause or With Good Reason (Before a Change In Control) | Death | Disability | Termination Without Cause, With Good Reason Death or Disability (“Double trigger” after a Change in Control) | | Jan De Witte | | | | | | Cash Severance | $1,769,700 | $884,850 | $— | $5,555,973 | | Continued Health & Other Benefits(1) | $38,298 | $24,895 | $— | $38,298 | | Acceleration of Stock Options | $— | $— | $— | $— | | Acceleration of Other Grants(2) | $— | $3,268,297 | $3,268,297 | $6,429,853 | | Fees/Interest(3) | $47,705 | $24,004 | $— | $147,608 | | Total | $1,855,703 | $4,202,046 | $3,268,297 | $12,171,732 |

  143. Summary of Potential Payments

    | 2024 Proxy Statement | 65 |

  144. Summary of Potential Payments

    | Lea Knight | | | | | | Cash Severance | $— | $— | $— | $2,820,000 | | Continued Health & Other Benefits(1) | $— | $— | $— | $— | | Acceleration of Stock Options | $— | $— | $— | $— | | Acceleration of Other Grants | $— | $1,062,228 | $1,062,228 | $1,062,228 | | Fees/Interest | $— | $— | $— | $— | | Total | $— | $1,062,228 | $1,062,228 | $3,882,228 | | Jeffrey Mosebrook | | | | | | Cash Severance | $— | $— | $— | $902,500 | | Continued Health & Other Benefits(1) | $— | $— | $— | $33,400 | | Acceleration of Stock Options | $— | $136 | $136 | $136 | | Acceleration of Other Grants | $— | $707,383 | $707,383 | $860,504 | | Fees/Interest | $— | $— | $— | $— | | Total | $— | $707,519 | $707,519 | $1,796,540 | | Robert T. Davis, Jr. | | | | | | Cash Severance | $— | $— | $— | $1,577,202 | | Continued Health & Other Benefits(1) | $— | $— | $— | $22,306 | | Acceleration of Stock Options | $— | $636 | $636 | $636 | | Acceleration of Other Grants | $— | $525,561 | $525,561 | $1,229,591 | | Fees/Interest | $— | $— | $— | $— | | Total | $— | $526,197 | $526,197 | $2,829,735 | | Michael J. McBreen | | | | | | Cash Severance | $— | $— | $— | $2,265,625 | | Continued Health & Other Benefits(1) | $— | $— | $— | $889 | | Acceleration of Stock Options | $— | $392 | $392 | $392 | | Acceleration of Other Grants | $— | $1,240,435 | $1,240,435 | $2,279,886 | | Fees/Interest | $— | $— | $— | $— | | Total | $— | $1,240,827 | $1,240,827 | $4,546,792 | | Eric I. Schwartz | | | | | | Cash Severance | $— | $— | $— | $1,756,586 | | Continued Health & Other Benefits(1) | $— | $— | $— | $38,765 | | Acceleration of Stock Options | $— | $576 | $576 | $576 | | Acceleration of Other Grants | $— | $542,241 | $542,241 | $1,655,248 | | Fees/Interest | $— | $— | $— | $— | | Total | $— | $542,817 | $542,817 | $3,451,175 |

  145. Summary of Potential Payments

    1.The Company will pay Mr. De Witte the monthly premium cost of COBRA family health coverage for up to 18 months following Mr. De Witte’s termination date. The Company will pay Messrs. Davis, McBreen, Mosebrook and Schwartz the difference between the monthly premium cost of COBRA health insurance and such executives’ personal monthly health insurance contributions that were in effect prior to such executives’ termination for up to 18 months following such executives’ termination date. 2.For information on vested and deferred restricted stock units, see the Nonqualified Deferred Compensation table. The value of vested awards is not included in this table. 3.For Mr. De Witte, the amount shown represents the interest on his severance payment (cash severance plus premium cost for health benefits) if it is required to be delayed for six months because of the application of section 409A of the Code, with such interest applied at the rate of 5.22% compounded monthly.

  146. Summary of Potential Payments

    | 66 | 2024 Proxy Statement |

  147. 2023 Pay Versus Performance Table

    2023 Pay Versus Performance Table The following table (the "PvP Table") reports the compensation of our Principal Executive Officer ("PEO") and the average compensation of the other Named Executive Officers ("Non-PEO NEOs") as reported in the Summary Compensation Table for the past four fiscal years, as well as their "compensation actually paid," as calculated pursuant to the recently adopted SEC rules and certain performance measures required by the rules. The disclosure in this section is not incorporated by reference to Part III of the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The Compensation Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the years shown.

  148. 2023 Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company- Selected Measure | | Year1 (a) | Summary Compensation Table total for PEO (Jan D. De Witte)1 (b) | Summary Compensation Table total for Former PEO (Peter J. Arduini)1 (b) | Compensation Actually Paid to PEO (Jan De Witte)2 (c) | Compensation Actually Paid to Former PEO (Peter J. Arduini)2 (c) | Average Summary Compensation Table Total for Non-PEO NEOs1 (d) | Average Compensation Actually Paid to Non-PEO NEOs2 (e) | Total Shareholder Return3 (f) | Peer Group Total Shareholder Return3 (g) | Net Income4 (millions) (h) | Revenue (millions)5 (i) | | 2023 | $6,388,756 | n/a | $3,054,450 | n/a | $1,760,212 | $1,195,328 | $74.70 | $137.80 | $67.7 | $1,542.6 | | 2022 | $9,319,913 | n/a | $8,467,260 | n/a | $2,971,115 | $2,080,890 | $96.21 | $134.10 | $180.6 | $1,593.3 | | 2021 | $251,773 | $9,839,221 | $251,773 | $12,933,775 | $2,503,086 | $3,093,831 | $114.95 | $145.30 | $169.1 | $1,542.4 | | 2020 | | $7,740,699 | | $8,391,087 | $1,882,148 | $2,197,221 | $111.39 | $114.41 | $133.9 | $1,371.9 |

  149. 2023 Pay Versus Performance Table

    1.The PEO and Non-PEO NEOs for the applicable years are as follows: •2023: Mr. De Witte served as PEO and Mses. Knight and Anderson and Messrs. Davis, McBreen, Mosebrook and Schwartz served as Non-PEO NEOs •2022: Mr. De Witte served as PEO and Ms. Anderson and Messrs. Davis, McBreen, Schwartz and Coleman served as Non-PEO NEOs •2021: Mr. De Witte and Mr. Peter J. Arduini served as PEO and Ms. Anderson and Messrs. Davis, McBreen and Coleman served as Non-PEO NEOs •2020: Mr. Arduini served as PEO and Ms. Anderson and Messrs. Davis, McBreen and Coleman served as Non-PEO NEOs

  150. 2023 Pay Versus Performance Table

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  151. 2023 Pay Versus Performance Table

    2.The table below provides the adjustments to the Summary Compensation Table total compensation made to arrive at the compensation actually paid for the PEO and the average of the Non-PEO NEOs:

  152. 2023 Pay Versus Performance Table

    | | 2020 | 2021 | | 2022 | 2023 | | Adjustments | Former PEO (Peter J. Arduini) | Current PEO (Jan. D. De Witte) | Former PEO (Peter J. Arduini) | PEO (Jan De Witte) | PEO (Jan De Witte) | | Total Compensation reported in SCT | $7,740,699 | $251,773 | $9,839,221 | $9,319,913 | $6,388,756 | | Deduction for Stock and Options Awards reported in SCT | $(6,000,068) | | $(7,250,113) | $(7,500,107) | (5,500,089) | | Deduction for Change in Pension Value and Nonqualified Deferred Compensation Earnings Value reported in SCT | $— | $— | — | $— | — | | Increase by FV of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, Determined at Applicable FY End | $8,875,367 | $— | $5,560,371 | $6,647,453 | $3,775,014 | | Increase by FV of Awards Granted during Applicable FY that Vested during Applicable FY, Determined at Vesting Date | $— | $— | $2,862,580 | $— | $34,449 | | Increase or Decrease by Change in FV of Outstanding Unvested Prior FY Awards that Remain Unvested at Applicable FY End as Compared to FV as of Prior FY End | $(505,550) | $— | $1,476,527 | $— | $(1,412,612) | | Increase or Decrease by Change in FV of Prior FY Awards that Vested During the Applicable FY as of vesting date as compared to FV as of Prior FY End | $(1,719,360) | $— | $445,188 | $— | $(231,068) | | Deduction of FV of Prior FY Awards as of Prior FY End that were forfeited during Applicable FY (N/A) | $— | $— | $— | $— | $— | | Increase by amount of dividends paid on unvested awards during applicable FY prior to vesting date (N/A) | $— | $— | — | $— | $— | | Increase by incremental fair value of Options/SARs modified during applicable FY (N/A) | $— | $— | $— | $— | $— | | Increase by Change in Pension Service Costs (N/A) | $— | $— | — | $— | $— | | Increase by Above-Market or Preferential Earnings on Deferred Compensation that is Not Tax-Qualified | $— | $— | $— | $— | $— |

  153. 2023 Pay Versus Performance Table

    | 2024 Proxy Statement | 69 |

  154. 2023 Pay Versus Performance Table

    | | 2020 | 2021 | 2022 | 2023 | | Adjustments | Average for Other NEOs | Average for Other NEOs | Average for Other NEOs | Average for Other NEOs | | Total Compensation reported in SCT | $1,882,148 | $2,503,086 | $2,971,115 | $1,760,212 | | Deduction for Stock and Options Awards reported in SCT | $(1,128,807) | $(1,477,260) | $(1,859,455) | $(1,188,985) | | Deduction for Change in Pension Value and Nonqualified Deferred Compensation Earnings Value reported in SCT | $— | $— | $— | | | Increase by FV of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, Determined at Applicable FY End | $1,654,501 | $1,725,068 | $1,402,280 | $944,464 | | Increase by FV of Awards Granted during Applicable FY that Vested during Applicable FY, Determined at Vesting Date | $— | $— | $106,875 | $— | | Increase or Decrease by Change in FV of Outstanding Unvested Prior FY Awards that Remain Unvested at Applicable FY End as Compared to FV as of Prior FY End | $41,558 | $279,824 | $(288,653) | $(285,475) | | Increase or Decrease by Change in FV of Prior FY Awards that Vested During the Applicable FY as of vesting date as compared to FV as of Prior FY End | $(252,180) | $63,113 | $(251,272) | $(34,887) | | Deduction of FV of Prior FY Awards as of Prior FY End that were forfeited during Applicable FY (N/A) | $— | $— | $— | $— | | Increase by amount of dividends paid on unvested awards during applicable FY prior to vesting date (N/A) | $— | $— | $— | $— | | Increase by incremental fair value of Options/SARs modified during applicable FY (N/A) | $— | $— | $— | $— | | Increase by Change in Pension Service Costs (N/A) | $— | $— | $— | $— | | Increase by Above-Market or Preferential Earnings on Deferred Compensation that is Not Tax-Qualified | $— | $— | $— | $— |

  155. 2023 Pay Versus Performance Table

    3.Reflects cumulative total shareholder return (“TSR”) of the Company and of the S&P 500 Healthcare Equipment & Services Industry Index for the year ended December 31, 2020, the two-years ended December 31, 2021, the three years ended December 31, 2022 and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. 4.This column presents the Company's consolidated net income as reported in our Form 10-K for each covered year. 5.We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022 and 2023. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Revenue for annual bonus pool purposes is defined as reported revenue adjusted for foreign exchange impact against budget and excludes certain transactions such as acquisitions or divestitures if these items were not included in the performance target. See "Appendix A - Reconciliation of Annual Cash Bonus Program Performance Metrics".

  156. 2023 Pay Versus Performance Table

    | 70 | 2024 Proxy Statement |

  157. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts provide a clear, visual depiction of the relationships between the compensation actually paid for our PEO and the average compensation actually paid for our Non-PEO NEOs, to aspects of Integra's financial performance.

  158. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company TSR and Peer Group TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid vs Company TSR and Peer Group TSR

  159. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company TSR and Peer Group TSR

    | 2024 Proxy Statement | 71 |

  160. PEO and Average Non-PEO NEO Compensation Actually Paid vs GAAP Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid vs GAAP Net Income

  161. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company Selected Measure

    PEO and Average Non-PEO NEO Compensation Actually Paid vs Company Selected Measure

  162. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company Selected Measure

    | 72 | 2024 Proxy Statement |

  163. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company Selected Measure

    EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of December 31, 2023 regarding existing compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance:

  164. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company Selected Measure

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted–Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1) | | Equity compensation plans approved by stockholders | 1,616,798(2) | 50.64(3) | 4,665,186(4) | | Total | 1,616,798 | 50.64 | 4,665,186 |

  165. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company Selected Measure

    1.Excludes securities to be issued upon the exercise of outstanding options, warrants and rights. 2.Consists of (a) 145,437 shares of common stock underlying unvested Restricted Stock Units, (b) 14,370 shares of common stock underlying vested and deferred Restricted Stock Units, (c) No shares of common stock underlying outstanding unvested contract stock, (d) 289,772 shares of common stock underlying outstanding unvested options, (e) 278,861 shares underlying unvested Performance Stock Units, (f) no shares of common stock underlying vested and deferred Performance Stock Units, (g) no shares of common stock underlying vested and deferred contract stock and (h) 888,358 shares of common stock underlying outstanding vested options. Of these amounts, the following securities are issuable under the 2003 Plan: (a) 145,437 shares of common stock underlying Restricted Stock Units, (b) 14,370 shares of common stock underlying vested and deferred Restricted Stock Units, (c) 278,861 shares of common stock underlying outstanding Performance Stock Units, (d) no shares underlying vested and deferred Performance Stock Units, (e) no shares of common stock underlying contract stock and (f) 1,178,130 shares of common stock underlying outstanding options. Performance Stock Units granted in March 2020 and March 2021 which are vesting in March 2023 are calculated at 88% of target. Performance Stock Units granted in March 2022 which are vesting in March 2023 are calculated at 87.3% of target. 3.Excluding the Restricted Stock Units, Performance Stock Units and contract stock, the weighted average exercise price is $50.64. 4.Consists of 1,941,037 shares of common stock which remain available for issuance under the Employee Stock Purchase Plan and, 2,723,355 shares which remain available for issuance under the 2003 Equity Incentive Plan.

  166. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company Selected Measure

    | 2024 Proxy Statement | 73 |

  167. PEO and Average Non-PEO NEO Compensation Actually Paid vs Company Selected Measure

    CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

  168. Director Compensation Limit

    Director Compensation Limit The Plan limits the aggregate value of cash or other compensation and equity-based awards for any non-employee director for such director’s service as a non-employee director during any fiscal year to $750,000.

  169. Director Compensation Limit

    | 86 | 2024 Proxy Statement |