DEF 14A of Integer Holdings Corp, Apr 7, 2025

DEF 14A of Integer Holdings Corp

Filed Apr 7, 2025 · FY20240001114483-25-000075

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the director nominees listed below. The chart below summarizes some of the key characteristics of the members of our Board. Detailed information about each director nominee’s background can be found beginning on page 7 of this proxy statement. The Board determined that each of the director nominees, other than Mr. Dziedzic, is independent under the NYSE’s Corporate Governance Listing Standards. The information below regarding the director nominees to be elected at the Annual Meeting is as of April 7, 2025. As previously announced, William B. Summers, Jr., who has served as a director since 2001, is retiring at the conclusion of his term effective with the Annual Meeting. Consistent with the Board’s commitment to good corporate governance and Board refreshment to ensure a balanced mix of tenure in its membership, five of the nine independent director nominees listed below have joined the Board since the beginning of 2016.

  2. Our Director Nominees

    | Name | Age | Director Since | Primary Occupation | Current Committee Membership | | Independent | | Sheila Antrum | 66 | 2021 | Senior Vice President and Chief Operating Officer at UCSF Health | | Audit Compensation & Organization Technology Strategy | ✓ | | Pamela G. Bailey | 76 | 2002 | Retired President and Chief Executive Officer, The Grocery Manufacturers Association | | Board Chair Corporate Governance & Nominating Technology Strategy | ✓ | | Cheryl C. Capps | 63 | 2021 | Retired Senior Vice President and Chief Supply Chain Officer of Corning Inc. | | Compensation & Organization Technology Strategy | ✓ | | Joseph W. Dziedzic | 56 | 2013 | President and Chief Executive Officer, Integer Holdings Corporation | | | | | James F. Hinrichs | 57 | 2018 | Founding Partner, Atmas Health and Executive Vice President and Chief Financial Officer of Vantive Health, LLC | | Compensation & Organization Audit (Chair) Technology Strategy | ✓ | | Jean Hobby | 64 | 2015 | Retired Partner, PricewaterhouseCoopers, LLP | | Audit Corporate Governance & Nominating Technology Strategy | ✓ | | Alvin (Tyrone) Jeffers | 51 | 2021 | Vice President, Global Manufacturing and Supply Chain of SPX FLOW, Inc. | | Audit Corporate Governance & Nominating Technology Strategy | ✓ | | M. Craig Maxwell | 66 | 2015 | Retired Vice President and Chief Technology and Innovation Officer for Parker Hannifin Corporation | | Technology Strategy (Chair) Compensation & Organization | ✓ | | Filippo Passerini | 67 | 2015 | Retired Group President and Chief Information Officer, Procter & Gamble Company | | Audit Corporate Governance & Nominating Technology Strategy | ✓ | | Donald J. Spence | 71 | 2016 | Retired President and Chief Executive Officer, Ebb Therapeutics | | Audit Compensation & Organization (Chair) Technology Strategy | ✓ |

  3. PROPOSAL 1 – Election of Directors

    PROPOSAL 1 – Election of Directors Shares represented by properly executed proxies will be voted, unless authority is withheld, for the election as directors of the Company of the following 10 persons nominated by the Board, to hold office until the 2026 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Each of the other nominees listed below was elected at the 2024 Annual Meeting of Stockholders. Our Board is currently comprised of eleven members. William B. Summers, Jr. has decided to retire at the conclusion of his term effective with the Annual Meeting. Upon Mr. Summers’ retirement, the size of the Board will be immediately reduced to ten members. If any nominee for any reason should become unavailable for election or if an additional vacancy should occur before the election (which is not expected), the shares of common stock, $0.001 par value per share (“common stock”), voted for such nominee and represented by the proxies will be voted for such other person, if any, as the Corporate Governance and Nominating Committee shall designate as a nominee. Information regarding the nominees standing for election as directors is set forth below:

  4. Nominees for Director

    Nominees for Director

  5. Nominees for Director

    | Sheila Antrum | | | | Ms. Antrum is Senior Vice President and Chief Operating Officer at UCSF Health, the health system and umbrella brand for the clinical enterprise of the University of California San Francisco. She has been with UCSF Health since 2007 and is responsible for ensuring that patient care service operations across the health system align with UCSF Health’s vision and strategic objectives. Ms. Antrum also oversees strategic implementation of finances, quality and safety across the adult inpatient UCSF Health enterprise. As Chief Operating Officer, nursing, clinical services, facilities, supply chain, major construction projects, pharmaceutical, women’s services and perioperative services report to her. Ms. Antrum also serves as President of Adult Services at UCSF Health and has served in that capacity since 2015. From 2007 to 2015 and again from 2019 to 2020, Ms. Antrum served as Chief Nursing and Patient Care Services Officer for UCSF Medical Center and UCSF Benioff Children’s Hospital San Francisco. She was Chief of Ambulatory Operations at University of California San Diego Medical Center from 2003 to 2007, and held various operations, administrative and clinical roles at hospitals in California, Connecticut, Maryland and Pennsylvania. Ms. Antrum is also a director of FIGS, Inc., and a member of its Audit Committee and its Nominating and Corporate Governance Committee. Ms. Antrum's more than 40 years of experience delivering medical operations and oversight of clinical services across multiple facilities supports her continued service as a member of the Board. | | Age: 66 | | | Director Since: 2021 | | | Integer Committee(s): | | | •Audit | | | •Compensation and Organization | | | •Technology Strategy | |

  6. Nominees for Director

    | Pamela G. Bailey | | | | Ms. Bailey served as President and Chief Executive Officer of The Grocery Manufacturers Association (“GMA”), a Washington, D.C. based trade association, from January 2009 until she retired in August 2018. From April 2005 until January 2009, she was President and Chief Executive Officer of the Personal Care Products Council. Ms. Bailey served as President and Chief Executive Officer of the Advanced Medical Technology Association (“AdvaMed”), the world’s largest association representing the medical technology industry, from June 1999 to April 2005. From 1970 to 1999, she served in the White House, the Department of Health and Human Services and other public and private organizations with responsibilities for health care public policy. Ms. Bailey formerly served as a director of American Stores, Inc., Albertsons, Inc., MedCath Corporation and Timilon Corporation, a privately-held corporation. From 2010 to 2014, Ms. Bailey was appointed by President Obama to serve on the Advisory Committee for Trade Policy and Negotiations, the principal trade advisory committee for the Office of the U.S. Trade Representative. Ms. Bailey’s 40 years of health care public policy experience in both public and private sectors, including service in the White House, the Department of Health and Human Services, and as President and Chief Executive Officer of AdvaMed, gives her a unique perspective on a variety of health care policy and regulatory issues. With over 25 years of chief executive officer experience at GMA, the Personal Care Products Council, AdvaMed, and other Washington-based health care trade associations, Ms. Bailey brings to the Board demonstrated management ability at senior levels. This experience, together with her experience gained as a director of American Stores, Albertsons and MedCath, supports her continued service as a member of the Board. | | Age: 76 | | | Director Since: 2002 | | | Board Chair | | | Integer Committee(s): | | | •Corporate Governance and Nominating | | | •Technology Strategy | |

  7. Nominees for Director

    | Cheryl C. Capps | | | | Ms. Capps retired on September 1, 2023 from her role as Senior Vice President and Chief Supply Chain Officer of Corning Inc., a leading innovator in materials science. Prior to her retirement, Ms. Capps was with Corning Inc. since 2011 and was responsible for developing capabilities within the global supply management function and across the corporation, in order to transform supply chain into a competitive advantage. Prior to joining Corning in 2011, Ms. Capps was Senior Vice President, Global Manufacturing and Supply Chain, for ConvaTec, the medical device division of Bristol-Myers Squibb. She had responsibility for global manufacturing, supply chain (sourcing, planning, logistics, distribution, customer service operations), and engineering (packaging, facilities, plant). Ms. Capps joined Bristol-Myers Squibb in 1997 at Zimmer, Inc. as Vice President of Sourcing and Packaging Engineering before moving to the pharmaceutical division where she held numerous leadership roles in sourcing and supply chain. Since Ms. Capps’ retirement from Corning, she has assumed executive advisory or Board roles with World 50, Elementum, ketteQ, Bristlecone and o9, each a private company in the supply chain software and services industry. Ms. Capps’ more than 35 years of diverse leadership experience in manufacturing, supply chain, research and development, quality, strategy, business management and ESG matters, supports her continued service as a member of the Board. | | Age: 63 | | | Director Since: 2021 | | | Integer Committee(s): | | | •Compensation and Organization | | | •Technology Strategy | |

  8. Nominees for Director

    | Joseph W. Dziedzic | | | | Mr. Dziedzic has served as President and Chief Executive Officer of the Company since March 2017. Prior to being appointed as the President and Chief Executive Officer of the Company, Mr. Dziedzic served as Chair of the Audit Committee and a member of the Compensation and Organization Committee. From 2009 to 2016, Mr. Dziedzic was the Executive Vice President and Chief Financial Officer of The Brink’s Company, a global leader in security-related services for banks, retailers and a variety of other commercial and governmental customers. Prior to joining The Brink’s Company in 2009, he had a 20-year career with General Electric, including leadership roles in six different businesses, including General Electric Medical Systems. Mr. Dziedzic has 35 years of experience in global operations and financial matters. The depth and breadth of Mr. Dziedzic’s global operating and financial experience and his role as the Company’s President and Chief Executive Officer support his continued service as a member of the Board. | | Age: 56 | | | Director Since: 2013 | |

  9. Nominees for Director

    | James F. Hinrichs | | | | Mr. Hinrichs is a Founding Partner of Atmas Health, which seeks to acquire healthcare assets in cooperation with Carlyle (Nasdaq: CG) and, since 2024, has served as Executive Vice President and Chief Financial Officer of Vantive Health, LLC, a healthcare company focused on vital organ therapies. He served as Chief Financial Officer of Cibus Ltd., a gene-editing company focused on applications in agriculture from May 2018 until July 2019. From April 2015 until its sale to Abbott Labs in October 2017, he served as Executive Vice President and Chief Financial Officer of Alere, Inc. From December 2010 through March 2015, Mr. Hinrichs served as Chief Financial Officer of CareFusion Corporation prior to its sale to Becton Dickinson. He previously served as CareFusion’s Senior Vice President, Global Customer Support, and as its Senior Vice President, Controller. Prior to joining CareFusion upon its spin-off from Cardinal Health, Inc., Mr. Hinrichs worked for five years at Cardinal Health in various positions including Executive Vice President and Corporate Controller of Cardinal Health and as Executive Vice President and Chief Financial Officer of its Healthcare Supply Chain Services segment. He joined Cardinal Health following more than a decade of finance and marketing roles at Merck & Co. In addition, Mr. Hinrichs serves as a director of Signifier Medical, a privately-held company, and previously served as a director of Acutus Medical, Inc. until August 2022, Orthofix Medical Inc. until June 2024 and Outset Medical, Inc. until August 2024. Mr. Hinrichs has over 25 years of experience in financial and accounting matters at companies in the medical device and pharmaceutical industries. The depth and breadth of his financial experience support his continued service as a member of the Board. | | Age: 57 | | | Director Since: 2018 | | | Integer Committee(s): | | | •Audit (Chair) | | | •Compensation and Organization | | | •Technology Strategy | |

  10. Nominees for Director

    | Jean Hobby | | | | Ms. Hobby served as a global strategy partner at PricewaterhouseCoopers, LLP from 2013 until she retired in June 2015 following a 33-year career at that firm. Prior to 2013, Ms. Hobby served as PricewaterhouseCoopers’ Technology, Media and Telecom Sector Leader from 2008 to 2013, and as its Chief Financial Officer from 2005 to 2008. She joined PricewaterhouseCoopers in 1983 and became a partner in 1994. Ms. Hobby is also a director of Texas Instruments Incorporated and serves on its Audit Committee, and a director of Hewlett Packard Enterprise Company and serves on its Audit Committee. She is a former director of CA, Inc. The depth and breadth of Ms. Hobby’s 33 years of experience in global operations and financial and accounting matters support her continued service as a member of the Board. | | Age: 64 | | | Director Since: 2015 | | | Integer Committee(s): | | | •Audit | | | •Corporate Governance and Nominating | | | •Technology Strategy | |

  11. Nominees for Director

    | Alvin (Tyrone) Jeffers | | | | Mr. Jeffers serves as Vice President, Global Manufacturing and Supply Chain of SPX FLOW, Inc., a Charlotte, N.C. based company that innovates with customers to help feed and enhance the world by designing, delivering and servicing high value process solutions at the heart of growing and sustaining diverse communities. He has been with SPX Flow since April 2018 and is responsible for the company’s global manufacturing sites, leading an enterprise-wide team in improving operational effectiveness, increasing productivity, delivering on customer commitments and enhancing safety. From 2016 to 2018, Mr. Jeffers served as the Vice President of Infrastructure and Supply Chain Integration for the Baker Hughes and GE merger, responsible for driving cost efficiency and rationalization to deliver over $1 billion in cost synergies. From 1996 until 2016, Mr. Jeffers was with GE, beginning as a manufacturing training program member and spending more than 22 years running factories and supply chains within GE Industrial and GE Oil & Gas. His career includes two years of living in Shanghai, China. One of his career highlights was serving as a global operating leader for GE’s African American Forum. Mr. Jeffers serves as the Chairman of the Engineering Advisory Board at North Carolina Agricultural & Technical State University’s College of Engineering where he partners the university with industry to drive innovation and growth. His more than 25 years of manufacturing and supply chain experience, together with his experience helping organizations navigate cultural change, supports his continued service as a member of the Board. | | Age: 51 | | | Director Since: 2021 | | | Integer Committee(s): | | | •Audit | | | •Corporate Governance and Nominating | | | •Technology Strategy | |

  12. Nominees for Director

    | M. Craig Maxwell | | | | Mr. Maxwell was the Vice President and Chief Technology and Innovation Officer for Parker Hannifin Corporation, a Fortune 250 company located in Cleveland, Ohio that is one of the global leaders in motion and control technologies and systems, providing precision-engineered solutions for a variety of mobile, industrial, medical and aerospace markets. Mr. Maxwell was with Parker Hannifin from 1996 until his retirement in 2020, and his responsibilities included leading the company in new and emerging markets and implementing Parker Hannifin’s new product development process. Additionally, Mr. Maxwell was responsible for Parker Hannifin’s technology incubator designed to facilitate cross group opportunities that leveraged the company’s portfolio of products and technology to develop emerging opportunities. As Vice President and Chief Technology and Innovation Officer for Parker Hannifin, Mr. Maxwell led that company’s innovation research that commercializes new technologies. Through this service, he gained management experience at senior levels as well as manufacturing experience. These attributes provide the Company valuable insight into developing new technologies to support future growth and support Mr. Maxwell’s continued service on the Board. | | Age: 66 | | | Director Since: 2015 | | | Integer Committee(s): | | | •Compensation and Organization | | | •Technology Strategy (Chair) | |

  13. Nominees for Director

    | Filippo Passerini | | | | Mr. Passerini served as Procter & Gamble’s Group President, Global Business Services and Chief Information Officer, positions he held from 2004 and 2005, respectively, until his retirement following a 33-year career in business and digital technology. He joined Procter & Gamble in 1981 and held executive positions in Italy, Turkey, United Kingdom, Greece, Latin America and the United States. In these roles, he led Procter & Gamble’s global operations and oversaw technology and business services operations in over 70 countries. Mr. Passerini also led the integration of Procter & Gamble’s IT and Business Services groups. Mr. Passerini is now an advisor to Fortune 500 companies, an educator, and an author. Mr. Passerini is a former director of ABM Industries Incorporated and United Rentals, Inc. Mr. Passerini brings to the Company over three decades of global experience in digital technology, general management and operations roles. He is globally recognized as a digital technology and shared services thought leader, known for creating new, progressive business models and driving innovation. Mr. Passerini’s extensive background and experience supports his continued service as a member of the Board. | | Age: 67 | | | Director Since: 2015 | | | Integer Committee(s): | | | •Audit | | | •Corporate Governance and Nominating | | | •Technology Strategy | |

  14. Nominees for Director

    | Donald J. Spence | | | | Donald J. Spence retired in August 2019 as President and Chief Executive Officer of Ebb Therapeutics, a company in the business of developing and marketing medical products for the treatment of insomnia, a position he held since March 2017. He had been Chairman and Chief Executive Officer of Lake Region Medical from 2010 until its acquisition by the Company in October of 2015. From 2005 to 2008, Mr. Spence served as President of the Sleep and Home Respiratory Group for Philips Respironics, and from 2008 to 2010 as Chief Executive Officer of Philips Home Healthcare Solutions. Prior to that, he spent eight years with GKN Sinter Metals, as Senior Vice President for Global Sales and Marketing from 1998 to 2001 and as President from 2001 to 2005. Prior to 1998, Mr. Spence served in a number of roles at BOC Group, plc over a 15-year career, including President, Ohmeda Medical Systems from 1997 to 1998. In addition, Mr. Spence serves as a director of Linguaflex, Inc., a privately-held medtech company. Mr. Spence previously served as a director of Eargo, Inc. until February 2024 and a director of Vapotherm, Inc. until September 2024. Having served in the role of Chairman and Chief Executive Officer of Lake Region Medical and in senior management roles with other companies, Mr. Spence has significant management experience and business understanding of a medical technology and device company. Mr. Spence’s background and expertise in the medical device industry support his continued service as a member of the Board. | | Age: 71 | | | Director Since: 2016 | | | Integer Committee(s): | | | •Audit | | | •Compensation and Organization (Chair) | | | •Technology Strategy | |

  15. Nominees for Director

    The table below shows some of the relevant qualification, experience and demographics of our director nominees identified by the Corporate Governance and Nominating Committee.

  16. Nominees for Director

    | | Antrum | Bailey | Capps | Dziedzic | Hinrichs | Hobby | Jeffers | Maxwell | Passerini | Spence | | Qualifications and Experience | | | | | | | | | | | | Health Care Industry Knowledge | ● | ● | ● | ● | ● | | | ● | ● | ● | | Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance and Accounting | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Strategic Planning | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology, Innovation and Product Development Leadership | ● | | ● | ● | | ● | | ● | ● | ● | | International/Global Business | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Governance | | ● | | ● | ● | ● | | ● | ● | ● | | Manufacturing and Operations | ● | | ● | ● | | | ● | ● | ● | ● | | Risk Management | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Government/Regulatory Policy | ● | ● | | | | ● | | ● | | | | Information Technologies | | | | | ● | | | ● | ● | | | Human Capital Management | ● | ● | | ● | ● | | ● | ● | ● | ● | | Health, Safety and Environment | ● | ● | ● | | | | ● | ● | ● | ● | | Regulatory and Compliance | | ● | ● | ● | | | | ● | ● | | | Cybersecurity | | | | | ● | | | | ● | | | Additional Qualifications and Information | | | | | | | | | | | | Audit Committee Financial Expert | | | | | ● | ● | | | | ● | | # of Other Public Company Boards (Current│Past) | 1│0 | 0│3 | 0│0 | 0│0 | 0│3 | 2│1 | 0│0 | 0│0 | 0│2 | 0│2 |

  17. Board Composition

    Board Composition In the process of identifying nominees to serve as members of the Board, the Corporate Governance and Nominating Committee strives to ensure that an appropriate balance of specialization, skillsets, experiences and independence is reflected in the composition and structure of the Board. All of our directors are committed to the Company’s long-term success and creating value for stockholders. The information provided in the charts below is with respect to the director nominees to be elected at the Annual Meeting.

  18. Board Composition

    | Independent Director Tenure (Average 8.9 years) | Director Age | Independence |

  19. Board Composition

    | Gender Diversity* | Racial Diversity* |

  20. Board Composition

    * Characteristics based on information self-identified by each director nominee to the Company.

  21. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

  22. THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR

    THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR

  23. PROPOSAL 3 – Advisory Vote on Compensation of the Named Executive Officers

    PROPOSAL 3 – Advisory Vote on Compensation of the Named Executive Officers As required pursuant to Section 14A of the Exchange Act of 1934, as amended (the “Exchange Act”), the Company seeks your advisory vote on a resolution to approve the compensation of our NEOs as disclosed in this proxy statement. Our NEOs for 2024 are our Chief Executive Officer, our Chief Financial Officer, and our three next highest paid executive officers. Although your vote is advisory and will not be binding on the Board or the Company, the Board reviews the voting results and takes these results into consideration when making future decisions regarding executive compensation. The next advisory vote on the compensation of our NEOs will be held at the 2026 Annual Meeting of Stockholders. The Company’s executive compensation programs have played an important role in our ability to drive financial results and attract and retain a highly experienced, successful management team. We believe that our executive compensation programs are structured to support the Company’s business objectives. We closely monitor the compensation programs and pay levels of executives from companies of similar size and complexity to ensure that our compensation programs are within the norm of a range of market practices. As discussed below under “Compensation Discussion and Analysis,” the Company’s compensation for its NEOs includes the following elements: •Long-term equity compensation with performance-based vesting for two-thirds of the LTI award that was granted to NEOs in 2024. The most significant elements of the NEOs’ equity compensation opportunity for 2024 were performance-based awards under the LTI Program for which vesting depends on the Company’s (i) organic sales growth over a three-year period ending in 2026 and (ii) total stockholder return relative to its peer group over a three-year period ending in 2027. •Total cash compensation tied to performance. A significant portion of the cash compensation opportunity for the NEOs is based on the Company’s performance. As such, the cash compensation for the NEOs has fluctuated from year to year, reflecting the Company’s financial results. The text of the resolution in respect of Proposal 3 is as follows: “Resolved, that the stockholders approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.” THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

  24. Executive Summary

    Executive Summary Introduction. This Compensation Discussion and Analysis (“CD&A”) describes the compensation of our Chief Executive Officer (“CEO”) and together with our other Named Executive Officers (“NEOs”) during 2024. Our NEOs for 2024 were: •Joseph W. Dziedzic, President and Chief Executive Officer •Diron Smith, Executive Vice President and Chief Financial Officer •John Harris, Executive Vice President, Global Operations and Manufacturing Strategy •Payman Khales, President, Cardio & Vascular •Jim Stephens, President, Cardiac Rhythm Management & Neuromodulation 2024 Performance. In 2024, we delivered 10% revenue growth to $1.717 billion, driven by our Medical product lines with strong demand, new product ramps, growth from emerging customers with PMA (premarket approval) products and supply chain improvements. We continued to execute both our product line and operational strategies to position us to deliver on our financial objectives of above market growth, profit growth twice as fast as sales and maintaining our debt leverage between 2.5 and 3.5 times adjusted EBITDA. We completed the acquisition of Pulse Technologies in January 2024 and, in January 2025, completed the acquisition of Precision Coating, our seventh acquisition in seven years. Each of these acquisitions support our growth strategies by increasing Integer’s end-to-end development capabilities and manufacturing footprint in our cardiovascular, structural heart, electrophysiology, cardiac rhythm management and neuromodulation markets. In October 2024, we completed the sale of our wholly-owned subsidiary Electrochem, making Integer a pure-play medical technology company. Performance under the 2024 Short-Term Incentive and Long-Term Incentive Programs. Our 2024 Short- and Long-Term Incentive (“STI” and “LTI”, respectively) programs are market-competitive, performance-based incentive programs, designed to focus our NEOs on key measures of success over multiple time frames, and to align decision making with the interests of stockholders for long-term and sustained growth. The 2024 STI program was primarily based on our STI Adjusted Operating Income (“STI AOI”) which was $287.1 million, or 104.4% of the target performance goal, resulting in an STI AOI “payout factor” of 133.35%. STI bonus payouts for our NEOs were based on STI AOI, a series of strategic objectives (the “ELT Team Goal”), as well as functional and product category performance as appropriate for the respective NEOs. Final payouts to our NEOs under the 2024 STI program ranged from 115% to 134% of target. The 2024 LTI program for our NEOs was comprised of equity-based awards that vest over three-years, consisting of time-based restricted stock units (“RSUs”) and two separate awards of performance stock units (“PSUs”) that vest based on (i) our year-over-year organic revenue, also referred to as organic sales growth, and (ii) our relative total stockholder return (“rTSR”) as compared to our peer group. The PSUs granted under the 2023 and 2024 LTI programs have three-year performance periods and remain subject to future performance. The PSU awards granted under the 2022 LTI program were based on organic sales growth and rTSR and had performance periods ending in December 2024 and January 2025, respectively. For purposes of the 2022 PSUs, our rTSR ranked at the 80th percentile and final organic sales growth exceeded the maximum performance goal, resulting in a payout at 200% of target for each type of award. The 2022 PSU awards and final results are further described below under the heading “Vesting of 2022 Performance Stock Units.” During 2024, the Compensation Committee made a special stock-based incentive award described below under the heading “Long-Term Incentive Plan” to Mr. Harris, in recognition of his continued leadership and dual roles during the transition period from supporting Cardio & Vascular category operations to his global role supporting operations and manufacturing. Components of the 2024 Executive Compensation Program. The principal components of our executive compensation program for 2024 are summarized below and detailed later in this CD&A.

  25. Executive Summary

    | Compensation Element | Objective | Vehicles | Key Metrics | | Base Salary | To provide market competitive pay to attract and retain executives. | Fixed cash | | | Short-Term Incentive | To motivate and reward achievement of short-term financial and strategic objectives. | Variable cash | For all NEOs, includes STI AOI and company-wide strategic objectives; for function leaders includes function performance; and for product category leaders includes product category performance metrics | | Long-Term Incentive | To motivate and reward achievement of long-term performance consistent with stockholder interests and enhance retention of executives. | PSUs and RSUs | For PSUs, organic sales growth and rTSR versus peers |

  26. Competitive Market Review

    Competitive Market Review The Compensation Committee compares Company performance and compensation programs against a peer group of companies. Prior to setting compensation for 2024, the Compensation Committee reviewed the make-up of the peer group at that time and made no changes to the group in preparation for determining 2024 compensation. In selecting the peer group, the Compensation Committee applied the following screening criteria and rationale: •Public company - ensures availability of market data •Headquartered in the United States - ensures labor market overlap •Medical equipment and supplies industry focus (or similarly sized entities who have electronic manufacturing operations) - considers impact of industry practices on compensation amount and design •Revenue proximity - revenue is a proxy for business complexity and is correlated to compensation •Market cap - secondary size characteristic and one of the constraints on the aggregate equity award value The companies included in the peer group for the evaluation of 2024 executive compensation are as follows:

  27. Competitive Market Review

    | Avanos Medical, Inc. | ICU Medical, Inc. | NuVasive, Inc. | | Benchmark Electronics, Inc. | Integra LifeSciences Holdings Corporation | Orthofix Medical Inc. | | Bruker Corporation | Masimo Corporation | OSI Systems, Inc. | | CONMED Corporation | Merit Medical Systems, Inc. | Plexus Corp. | | Envista Holdings Corporation | Methode Electronics, Inc. | Teleflex Incorporated | | Globus Medical, Inc. | Nordson Corporation | Varex Imaging Corporation | | Haemonetics Corporation | | |

  28. Competitive Market Review

    As noted in our prior year proxy statement, NuVasive, Inc., remained in the peer benchmarking for determining 2024 compensation levels despite its acquisition in September 2023 and despite its removal from the peer group for subsequent years. During 2024, the Compensation Committee reviewed the make-up of the peer group in light of recent corporate transactions among the collective group and added Enovis Corporation and LivaNova PLC to the make-up of the peer group for 2025 compensation decisions and going forward.

  29. Executive Compensation Pay Mix

    Executive Compensation Pay Mix The overall mix of base salary, STI and LTI opportunities as a percent of total target direct compensation for our CEO and the average for our other NEOs are illustrated below. The value of the STI is based on target performance. The value of the LTI is based on the target grant date fair value of the regular annual long-term incentives, excluding any special awards. In 2024, a special recognition and retention award was made to Mr. Harris and is described below in the section titled “Long-Term Incentive Plan.” All other compensation has been excluded in determining these percentages. For our CEO, 85% of target direct compensation is variable based on performance (an average of 72% for our other NEOs as a group), including financial goals, strategic objectives and stock price:

  30. Base Salary

    Base Salary We provide our NEOs with a fixed level of cash compensation in the form of base salary to provide market competitive pay to attract and retain executives. Base salary is consistent with each NEO’s skill level, experience, knowledge, length of service with our Company and the level of responsibility and complexity of their position. The Compensation Committee does not use a specific formula when setting base salary for our NEOs, but our general practice is to target the competitive market median of our peer group. In addition to the factors listed above, individual base salaries may differ from the median of our peer group with consideration for various other factors including specific responsibilities, relative depth of experience, prior individual performance and expected future contributions, internal pay equity considerations within our Company and the degree of difficulty in replacing the individual. The base salaries of our NEOs are reviewed by the Compensation Committee on an annual basis, as well as at the time of promotion or significant changes in responsibility. After consideration by the Compensation Committee (and the independent members of the Board in the case of Mr. Dziedzic), the base salaries for Messrs. Dziedzic, Smith and Khales were not increased during 2024 as their then-current base salaries were appropriately positioned in relation to the peer group data or, in the case of Mr. Smith, an increase in his base salary occurred upon his promotion to Chief Financial Officer in October 2023. The base salary for Mr. Harris was determined in connection with his promotion to Executive Vice President in January 2024 and the base salary for Mr. Stephens was increased in March 2024 commensurate with market movement. The pay increases received by Messrs. Harris and Stephens were made to align base salaries with the desired competitive market position and the Compensation Committee’s assessment of the factors described above. The annualized base salary for 2024 and 2023 for each of our NEOs was as follows:

  31. Short-Term Performance-Based Incentives

    Short-Term Performance-Based Incentives The objective of our annual STI program is to provide a competitive level of performance-based annual compensation at the target achievement level, with the opportunity for upside based on outperformance. The primary funding of STI is based on achievement of STI AOI goals. The target for100% funding is deemed to be a “realistic” but challenging goal, and any amount greater than the target is considered a “stretch” goal. Accordingly, performance achievement at target would result in 100% payout of the target STI bonus amount, whereas better performance would result in a higher than target payout, up to 200%, and lower performance would result in a lower than target payout, and no payout if performance fails to reach at least a threshold level. For 2024, the Compensation Committee established a range of achievements and payouts that replaced the wider-than-typical range of achievement to payout ratios having a flatter curve as had been previously in place for the 2021 through 2023 STI program years. Now that the effects of the global pandemic are mostly behind us, the Compensation Committee desired to revert to a steeper curve consistent with a higher pay-for-performance philosophy similar to that used in years prior to the global pandemic. The threshold and maximum payouts under the 2024 STI plan for STI AOI can be summarized as follows:

  32. Short-Term Performance-Based Incentives

    | 2024 STI AOI Performance % of Target | Payout % of Target | | 85%* | 25% | | 90% | 50% | | 100% | 100% | | 113% | 200% |

  33. Short-Term Performance-Based Incentives

    * No payout for performance below the threshold level of 85% performance. The STI program is based on key measures of success that the executive team strives to achieve over an annual timeframe. The metrics are intended to provide a balanced view of executive performance on the following dimensions: •Company-wide financial results (STI AOI), and achievement against various Company-wide strategic initiatives (ELT Team Goal); •Financial results of the product category for Product Category Presidents (“Product Category Performance”), composed of product category operating profit (31.25% weight), Quality Customer Lot Acceptance ("Quality CLA") Rate (18.75% weight), inventory days-on-hand (12.5% weight) and on-time delivery measured in terms of delivery-to-promise (12.5% weight), plus strategic objectives identified for each category (25% weight); and •Function performance rating (“Function Performance Rating”) for leaders of key functions, which focuses on delivering against the leader’s objectives and strategic imperatives and contributions in advancing the Company’s strategy. STI AOI (as defined below) is the key STI metric: •Integer must achieve the threshold STI AOI metric for any STI payments to be made; and •STI AOI is used as a payout multiplier for all other metrics. Actual achievement for the 2024 STI AOI was $287.1 million, compared to a target goal of $275.1 million, resulting in a payout factor of 133.35% of target. The goals and results of the STI AOI component under the 2024 STI program were as follows:

  34. Short-Term Performance-Based Incentives

    | | STI AOI (in millions) | 2024 Performance versus Target | Payout Percentage | | Performance Level | $233.9 | 85% (Threshold) | 25% | | | $247.6 | 90% | 50% | | | $275.1 | 100% (Target) | 100% | | | $310.9 | 113% (Maximum) | 200% | | Results | $287.1 | 104.4% | 133.35% |

  35. Short-Term Performance-Based Incentives

    STI AOI for purposes of the 2024 STI performance metric consists of consolidated operating income prepared in accordance with generally accepted accounting principles (“GAAP”), for the fiscal year ended December 31, 2024, adjusted for the following: to the extent occurring during the period: (i) acquisition and integration related charges and expenses, (ii) amortization of intangible assets, (iii) facility consolidation, optimization, manufacturing transfer and system integration charges, (iv) asset write-down and disposition charges, (v) charges in connection with corporate realignments or a reduction in force, (vi) certain legal expenses, and (vii) unusual or infrequently occurring items. During the fourth quarter of 2024, the Company completed a divestiture of its Electrochem business and, therefore, excluded the fourth quarter’s budgeted and actual AOI for Electrochem from its 2024 STI AOI target and results. For clarity, the 2024 AOI target and results include the budgeted and actual AOI for Electrochem during the first three quarters of 2024. The Compensation Committee approved the categories for adjustments at the beginning of the performance period and reviews and approves the actual performance as approved by our Audit Committee and published in our quarterly earnings press releases. The Compensation Committee assessed management’s performance against the 2024 ELT Team Goal, where the strategic objectives consisted of: •Product line strategy objectives spread across our three product categories: Cardio and Vascular, Cardiac Rhythm Management and Neuromodulation and Electrochem (prior to its divestiture in October 2024); •Customer focused objectives including sales force excellence and market focused innovation goals; •Cost focused objectives including manufacturing excellence and business process excellence goals; and •Culture focused objectives including leadership capability and performance excellence goals. After assessing management’s performance against each of the strategic objectives, the Compensation Committee assigned a rating of 100% for the ELT Team Goal. Product Category Presidents (applicable to Messrs. Khales and Stephens), and Mr. Harris are assigned a weighting of 80% of target STI on their Product Category Performance and 20% of target STI on the ELT Team Goal, which the Compensation Committee believes reflects their respective abilities to influence both product category and Company results. For Mr. Harris, the 2024 STI result is based on his support of the Cardio & Vascular business unit, as he was continuing to support that product category, in addition to his global role. Functional leaders (applicable to Mr. Smith) are assigned a weighting of 40% of target STI on Function Performance Rating, 40% of target STI on STI AOI, and 20% of target STI on the ELT Team Goal, which the Compensation Committee believes reflects their responsibility to support the Company as a whole. Product Category Performance, Function Performance Ratings and the ELT Team Goal are further multiplied by the STI AOI performance factor to determine the final bonus. The Compensation Committee believes that the most appropriate measure of annual performance for the CEO is a weighting of 80% of target on STI AOI and 20% of target on the ELT Team Goal. Product category performance metrics and associated goal setting are described below:

  36. Short-Term Performance-Based Incentives

    | Metric | Weighting(1) | Metric Definition | Goal Setting Description | | Product Category Operating Profit | 31.25% | Operating profit at the product category level is defined as revenue less operating expenses (i.e. direct material, labor, overhead, etc.). | Target performance is determined as part of the annual budgeting process, with threshold and maximum levels of performance set at 25% below and 20% above the target level, respectively. | | Quality CLA Rate | 18.75% | Our quality metric is based on product lot customer acceptance rates and the aging of corrective and preventative actions (CAPAs). CAPA is a core ISO13485 quality system element and also mandated by the regulations of the U.S. Food and Drug Administration, European Union and many other geographies, for the design and manufacture of medical devices. | Product lot customer acceptance rates at target are based on targeted improvement over the prior year. Threshold level of performance is generally based on attaining a minimum level of performance with maximum defined as approaching 100% customer acceptance. Various levels of achievement are defined at specific growth achievements in the measured lot acceptance rate. Payout is voided regardless of quality performance if any CAPAs are aged above the maximum acceptable number of days at year-end. | | Inventory Days-On-Hand | 12.50% | The average value of all materials in inventory divided by the average value of materials used in a single day. | A lean manufacturing tool, a Plan For Every Part (“PFEP”), allows Integer to compute the right amount of inventory per item and provide an entitlement based on the recommended minimum and maximum targets. A combination of lean manufacturing tools, continuous improvement plans, and ERP projections are used to calculate targets by site, product category, and company. A Days-On-Hand threshold (50% payout) and target (100% payout) are set. Over-target payouts require achieving the Days-On-Hand target plus attaining a specified PFEP goal for a 150% payout and 100% PFEP attainment for maximum (200% payout). | | On-Time Delivery | 12.50% | On-time delivery is measured as the percentage of orders shipped on time. | Targeted level of performance is based on an established percentage improvement over the prior year, threshold performance is based on attaining 50% of targeted improvement, and maximum level of performance is defined as approaching 100% on-time shipment. | | Category Challenge Metric | 25.00% | Each production site has a challenge objective assigned, which could include additional weighting on the existing metrics above, and/or other operational metrics critical to that site. For the C&V category, the average of all site achievements was used for the category score. For the CRM&N category, the challenge metric was split 50% on category AOI and revenue. | If the Category Challenge Metric is computed by assigning additional weighting to the above referenced metrics, the same methodology described above is used herein. If the Category Challenge Metric is computed using operation metrics critical to a site, appropriate threshold, target and maximum level of performance are assigned. |

  37. Short-Term Performance-Based Incentives

    (1) Percent of Product Category Performance measure. Leaders of key functions are assigned Function Performance Ratings, generally reflecting the groups successes and contributions to the business strategies over the performance year. For Mr. Smith, a function performance rating of 100% for the Finance function was assigned. The Function Performance Rating is then subject to the STI AOI multiplier. The chart below illustrates the weighting and achievement for each of the STI program components, for each of the active NEOs:

  38. Short-Term Performance-Based Incentives

    | | Company Performance (STI AOI) | | Function Performance Rating | | Product Category Performance(1)(2) | | ELT Team Goal | | Total Payout | | NEO | Weighting | % of Target Earned | Weighting | % of Target Earned(3) | Weighting | % of Target Earned(4) | Weighting | % of Target Earned(3) | % of Target Earned | | Joseph W. Dziedzic | 80% | 133.35% | | | | | 20% | 133.35% | 133.35% | | Diron Smith | 40% | 133.35% | 40% | 133.35% | | | 20% | 133.35% | 133.35% | | John Harris | | | | | 80% | 110.55% | 20% | 133.35% | 115.11% | | Payman Khales | | | | | 80% | 110.55% | 20% | 133.35% | 115.11% | | Jim Stephens | | | | | 80% | 125.81% | 20% | 133.35% | 127.32% |

  39. Short-Term Performance-Based Incentives

    (1)Product Category Performance incorporates measures of product category operating profit (31.25% weight), Quality CLA Rate (18.75% weight), inventory days-on-hand (12.5% weight) and on-time delivery measured in terms of delivery-to-promise (12.5% weight), and category challenge metric identified for each category (25% weight). Targets for product category performance measures are not disclosed due to potential competitive harm, but the Compensation Committee believes that achievement of the target goals were challenging and required substantial performance. (2)Definition and goal setting description of each of the metrics comprising Product Category Performance is provided on page 25 of this proxy statement. (3)Shown reflecting 100% achievement times the multiplier of 133.35% for STI AOI. (4)Shown reflecting product category achievement times the multiplier of 133.35% for STI AOI. The Compensation Committee believes that the design of the funding and performance metrics are aligned with the Company’s strategic objective of growing revenue and profitability and is therefore directly aligned with the interests of stockholders. The individual target STI bonuses for our NEOs were determined by the Compensation Committee to provide targeted total compensation at the median of our competitive market. The target and actual payouts for our NEOs for 2024 were as follows:

  40. Short-Term Performance-Based Incentives

    | NEO | Salary Earned ($) | Bonus Target as % of Salary Earned (%) | Target STI ($) | % of Target Earned (%) | STI Earned ($) | | Joseph W. Dziedzic | 1,235,000 | 110 | 1,358,500 | 133.35 | 1,811,560 | | Diron Smith | 440,000 | 70 | 308,000 | 133.35 | 410,718 | | John Harris(1) | 419,395 | 65 | 272,606 | 115.11 | 313,792 | | Payman Khales | 550,000 | 75 | 412,500 | 115.11 | 474,819 | | Jim Stephens | 461,827 | 70 | 323,279 | 127.32 | 411,607 |

  41. Short-Term Performance-Based Incentives

    (1)The Salary Earned, Target STI and STI Earned for Mr. Harris have been converted to U.S. Dollars in the table above using the exchange rate in effect at December 31, 2024 of €1.00 to $1.0408. His Salary Earned of €402,955 reflects a pro-ration of his base salary earned during 2024. Mr. Harris' Target STI at 65% of base salary is €261,921 and his actual STI Earned was €301,491.

  42. Long-Term Incentive Plan

    Long-Term Incentive Plan Our LTI plan is the largest component of our executive officers’ target total direct compensation and is administered by the Compensation Committee in collaboration with management, subject to general oversight by the Board. LTI awards are a key component of our compensation program and are designed to align management’s performance incentives and pay outcomes with our stockholders' interests in value creation. The table below presents a summary of our 2024 LTI program:

  43. Long-Term Incentive Plan

    | | RSUs | rTSR PSUs | Financial PSUs | | Percent of Total LTI Value | 33.3% | 33.3% | 33.3% | | Vest or Performance Period | 3-year annual vesting | 3-year performance period with cliff vesting | 3-year performance period with cliff vesting | | Performance Metric | N/A | Relative TSR versus peer group | Organic Sales Growth | | Potential Payout as a % of Target | N/A | Threshold 50% Maximum 200% | Threshold 50% Maximum 200% |

  44. Long-Term Incentive Plan

    LTI awards made to our NEOs in 2024 under the regular award cycle were comprised of RSUs, rTSR PSUs and financial PSUs (each weighted at one-third of total grant value). The Compensation Committee approved (and in the case of the CEO, the independent members of the Board approved) LTI award values for each of the NEOs at its January 2024 meeting. The Compensation Committee will continue to assess appropriate metrics for our LTI program on an annual basis. The time-based RSUs awarded under the annual compensation cycle vest one-third annually beginning on the first anniversary of the date of grant. The rTSR PSUs are eligible to be earned and vest based on the Company’s rTSR rank versus our peer group over a three-year period as follows:

  45. Long-Term Incentive Plan

    | 3-Year TSR Rank Versus Peer Group | Achievement Level | Vesting Amount as a % of Target | | 75th Percentile | Maximum | 200% | | 55th Percentile | Target | 100% | | 25th Percentile | Threshold | 50% |

  46. Long-Term Incentive Plan

    For purposes of calculating TSR under the 2024 PSUs, the stock price averaging period used is the 20-trading day period overlapping the grant date, with the grant date representing the 10th trading day in that window. In calculating actual achievement under rTSR PSUs, dividends are deemed to have been reinvested on the ex-dividend date, and peer group companies whose stock permanently ceased to trade during the performance period are disregarded. The shares underlying earned awards, if any, are subject to a 6-month post-vest holding requirement. The financial PSUs are eligible to be earned and subsequently vest based on the Company’s achievement of organic sales growth, as measured against the previous year, including each year within the three-year performance period. Following the performance period, the vesting percentage for each year is averaged over the entire performance period to determine the payout. Potential payouts range from 50% at threshold to 200% of target at maximum achievement. There is no payout for performance below threshold. Award payments are capped at target if the three-year performance compound annual growth rate does not exceed target growth during the entire period. Targets for financial PSU performance are not disclosed due to potential competitive harm but the Compensation Committee believes that achieving the goals requires substantial performance. Annual LTI award values are intended to be consistent with those provided by our peer companies for comparable executive positions. Grant values are reviewed on an individual basis and can be adjusted based on individual performance and expected future contributions. During 2024, the Compensation Committee (or in the case of the CEO, the independent members of the Board) approved annual LTI awards for our NEOs for the three-year period beginning in 2024 as noted in the table that follows, after considering total target award values and the CEO’s feedback on the executive leadership team, other than himself:

  47. Long-Term Incentive Plan

    | NEO | Time-Based RSUs Grant Value ($) | Financial PSUs Grant Value ($) | rTSR PSUs Grant Value ($) | Total 2024 LTI Grant Value ($) | | Joseph W. Dziedzic | 1,833,333 | 1,833,333 | 1,833,334 | 5,500,000 | | Diron Smith | 533,333 | 533,333 | 533,334 | 1,600,000 | | John Harris | 198,333 | 198,333 | 198,334 | 595,000 | | Payman Khales | 300,000 | 300,000 | 300,000 | 900,000 | | Jim Stephens | 236,667 | 236,667 | 236,666 | 710,000 |

  48. Additional Equity-Based Compensation for Mr. Harris

    Additional Equity-Based Compensation for Mr. Harris In addition to the annual LTI program noted above, our executive officers may receive additional equity-based compensation at the date of hire, upon promotion, for special recognition or upon a significant change in responsibility. Such awards are typically used as a recruiting, recognition, and/or retention tool. In July 2024, the Compensation Committee approved a special award of time-based RSUs having a grant date fair value of $450,000 for Mr. Harris, in recognition of his continued leadership and dual roles during the transition period from supporting Cardio & Vascular category operations to his global role supporting operations and manufacturing. This award is eligible to vest entirely on March 26, 2026, subject to continued employment, and excludes any acceleration of vesting provisions for voluntary retirement before that date.

  49. Vesting of 2022 Performance Stock Units

    Vesting of 2022 Performance Stock Units As discussed in prior proxy statements, during 2022 the Company’s LTI program for NEOs included awards of the same vehicles and mix as those described above and granted in 2024, including separate awards of PSUs under financial and rTSR performance achievement goals. Program design for the 2022 rTSR PSU awards was based on a performance-period that measured the Company’s relative TSR beginning with the twenty-day average stock price surrounding the grant date (January 21, 2022) and ending with the twenty-day average stock price (including assumed reinvestment of dividends, if any) surrounding the third anniversary of the grant date (January 21, 2025). The program goals for achievement and payout, measured as a percentile achievement against the peer group at the time of award, with 0% of the target shares to vest for performance below the 25th percentile, 50% of the target shares to vest at the 25th percentile, 100% of the target shares to vest at the 55th percentile, and 200% of the target shares to vest at or above the 75th percentile, with straight line interpolation between those goals. At its meeting in February 2025, the Compensation Committee certified that the rTSR for the performance period was at the 80th percentile, resulting in 200% of the target shares being earned for the 2022 rTSR PSUs. The vesting date for this award occurred during 2025, and as such, these shares do not appear in the “Option Exercises and Stock Vested in 2024” table below. Program design for the 2022 financial PSU awards was based on the averaging of organic sales growth achievement levels for each year during a three consecutive year performance period with 2% growth being threshold payout, 4% growth being target payout, and 6% growth being maximum payout. In addition, award performance is capped at target payout if the three-year performance compound annual growth rate does not exceed 4% during the entire period. At its meeting in February 2025, the Compensation Committee certified the results of each of the three fiscal years that were included in the performance period, 2022, 2023 and 2024 of 6.45%, 14.95% and 6.62%, respectively. The results for each year during the three consecutive year performance period was above maximum performance and, as a result, the average of these years was also above maximum performance, resulting in 200% of the target shares being earned for the 2022 financial PSUs, and the compound annual growth rate over the three performance year period exceeded 4%, allowing above target payout. The vesting date for this award occurred during 2025, and as such, these shares do not appear in the “Option Exercises and Stock Vested in 2024” table below.

  50. Vesting of 2022 Equity-Based Performance Units for Mr. Dziedzic

    Vesting of 2022 Equity-Based Performance Units for Mr. Dziedzic In March 2022, our Board approved a special award of PSUs having a grant date fair value of $4,000,000 (the “Special PSU Award”) for Mr. Dziedzic. The actual number of PSUs that could vest pursuant to the Special PSU Award was between 0% and 200% of the target number of PSUs (36,202) based upon the satisfaction of both (a) a stock price performance vesting condition which must be achieved by the 5th anniversary of the grant, and (b) a two-year service-based vesting condition. For the stock price performance vesting condition, the target was set at a stock price of $100.00 (28% above the $78.09 closing price of the Company's common stock on the date of grant) and maximum was set at $120.00 (54% above the closing price on the date of grant). For the purpose of measuring goal achievement, stock price was to be determined based on the average closing price of the Company’s common stock on the NYSE for 20 consecutive trading days. Under the Special PSU Award, the settlement of any vested PSUs into shares of the Company’s common stock is deferred for a period of twelve months after the relevant vesting date. On January 19, 2024, the 20 consecutive trading day average for the Company's common stock was $100.19 and therefore, the target number of shares (36,202) were earned and ultimately vested, due to Mr. Dziedzic’s continued employment, on March 11, 2024. On June 11, 2024, the 20 consecutive trading day average for the Company's common stock was $120.13, resulting in the vesting of an additional 36,202 shares, representing the additional payout at maximum performance. The 72,404 shares are included in the “Option Exercises and Stock Vested in 2024” table below.

  51. Equity Award Grant Practices

    Equity Award Grant Practices At its regularly scheduled January meeting, the Compensation Committee approves the target value of annual equity awards for the Company’s executive officers, including the NEOs other than the CEO and recommends the target value of the annual equity award for the CEO for approval by the independent members of the Board at their regularly scheduled January meeting. The grant date of all annual equity awards, including other non-executive participants, is the date of the January meeting of the Board. Outside of their annual grants, the Compensation Committee also will, from time to time, approve equity awards for executive officers, if necessary, for purposes of recognition, retention or new hire needs, other than for the CEO, whose equity awards are recommended by the Compensation Committee but approved by independent members of the Board. Additionally, the Compensation Committee has delegated to the CEO the authority to approve equity award grants (within specific limitations set and approved by the Compensation Committee) for associates, other than executive officers, having a grant date of the first of March, June, September, and December. The Company does not currently grant stock option awards, but has granted them in the past, with the last such award being granted in 2018. The Company does not take material nonpublic information into account when determining the timing and terms of equity awards and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  52. Change in Control Agreements and Severance Benefits

    Change in Control Agreements and Severance Benefits We maintain change in control agreements for a very limited number of key executives, including our NEOs, other than Mr. Dziedzic (whose change in control severance benefits are contained in his employment agreement described below), in an effort to retain our leadership in the event of a change in control and also to provide these executives with appropriate financial security in case of a loss of employment. These agreements only provide benefits to participants if there is both a change in control of the Company and a qualifying termination of employment. We believe that it is in the best interest of our Company and stockholders to have the dedication of our executive officers, without the distraction of personal uncertainties that can result following a change in control. We believe these agreements allow for a smooth transition in the event of a change in control without providing “windfall” benefits. We also believe that these benefits are competitive with those of comparable companies, including our peer group. For more information on severance benefits, as well as those provided under our change in control agreements, see the “Potential Payments Upon Termination of Employment or Change in Control” section of this proxy statement.

  53. Employment Agreements

    Employment Agreements In general, we do not offer employment agreements to our associates other than offer letters that specify the level of compensation and provide for severance benefits in the event of termination of employment under specified circumstances. None of our NEOs, other than Mr. Dziedzic, our President and CEO, and Mr. Harris, our Executive Vice President, Global Operations and Manufacturing Strategy based in Ireland, have an employment agreement other than their offer letter. The Company entered into an employment agreement with Mr. Dziedzic on July 16, 2017. The employment agreement has an initial term that expired on July 16, 2020, subject to automatic one-year renewal periods. Accordingly, Mr. Dziedzic’s employment agreement has renewed automatically for additional one-year periods on the anniversary date in each year subsequent to the expiration of the initial term. In addition to the perquisites discussed in this section, Mr. Dziedzic’s employment agreement includes the following terms: •A base salary, subject to annual review. •Eligibility to participate in the Company’s cash and equity-based incentive award programs available to the Company’s executive officers. •In the event of death or permanent disability: a lump sum payment equal to his annual base salary and the amount of the Company’s contribution toward his health and medical benefits for a 12-month period; and the immediate vesting of all time-based equity awards and the continuation of all performance awards, subject to achievement of the performance metrics. •In the event of termination without cause or with good reason, other than in connection with a change in control (“CIC”): a lump sum payment equal to 2x base salary; and the immediate vesting of all time-based equity awards and the continuation of a prorated number of performance awards, subject to achievement of the performance metrics. •In the event of termination without cause or with good reason in connection with a CIC: i.A lump sum payment equal to 200% of the sum of (A) his annual base salary, plus (B) the greater of (x) the current year annual cash incentive award at target level, or (y) the average cash bonus for the three fiscal years preceding the fiscal year in which the CIC occurs; ii.If, in the calendar year immediately preceding the date of termination, Mr. Dziedzic relocates his primary residence at the request of the Company, then the Company shall reimburse Mr. Dziedzic for any relocation expenses actually incurred in the 12 months immediately following the date of termination, to the extent such expenses do not exceed the initial relocation costs; iii.A lump sum payment equal to two times the Company’s total contributions to the Company's retirement plans or any other similar plans in effect at the time, for the year preceding the termination; iv.A lump sum payment equal to the product of (A) 110% of the monthly premium for medical and prescription drug coverage for the most recent complete month of medical and prescription drug coverage for Mr. Dziedzic, his spouse and his eligible dependents who were covered under the Company’s medical and prescription drug plans immediately prior to date of termination, times (B) 24; v.Up to $25,000 for outplacement services; vi.All outstanding equity awards vest and become exercisable, except as otherwise provided under each applicable award agreement; vii.A lump sum payment equal to the total value of the prior year’s long-term incentive plan award if the long-term incentive plan award for the year that includes the date of termination has not yet been awarded; and viii.A lump sum bonus payment, prorated based on length of service for the year of termination, and based on the prior year’s actual bonus payout. •A post-employment non-compete covenant for 24 months from the date of last payment under the employment agreement. The Company entered into an employment agreement with Mr. Harris on September 1, 2016. Either party can terminate the agreement with three months’ notice. The Company may pay the base salary plus contractual benefits in lieu of all or any part of the required notice period. Mr. Harris’ employment agreement includes the following terms: •A base salary. •Eligibility to participate in the Company’s cash and equity-based incentive award programs. •A pension contribution of 12.5% of base salary. (In June 2023, the Company and Mr. Harris agreed that he would receive a cash stipend in lieu of any future pension contribution.) •A death in service benefit equal to four times his annual base salary. •A medical insurance policy covering both Mr. Harris and his spouse fully paid for by the Company. •The Company will provide a car for private and business use with a total annual cost not to exceed €27,000. (In March 2024, the Company and Mr. Harris agreed that he would receive a cash stipend in lieu of any future car benefit.) •Participation in any other group benefit plans provided by the Company to its employees from time to time. •A 12 month noncompete restriction after his termination of employment. See “Potential Payments Upon Termination of Employment or Change in Control” in this proxy statement for further information.

  54. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the total compensation paid or earned by each of the NEOs for fiscal years 2024, 2023 and 2022.

  55. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joseph W. Dziedzic | 2024 | 1,235,000 | — | 5,499,932 | 1,811,560 | 128,887 | 8,675,379 | | President and Chief Executive Officer | 2023 | 1,227,596 | — | 5,499,971 | 1,913,184 | 97,746 | 8,738,497 | | | 2022 | 1,157,692 | — | 9,499,913 | 742,810 | 94,822 | 11,495,237 | | Diron Smith(5) | 2024 | 440,000 | — | 1,599,937 | 410,718 | 22,142 | 2,472,797 | | Executive Vice President and Chief Financial Officer | 2023 | 345,865 | — | 629,987 | 289,181 | 16,174 | 1,281,207 | | John Harris(5)(6) | 2024 | 419,395 | — | 1,044,797 | 313,792 | 89,498 | 1,867,482 | | Executive Vice President, Global Operations and Manufacturing Strategy | | | | | | | | | Payman Khales | 2024 | 550,000 | — | 899,905 | 474,819 | 52,086 | 1,976,810 | | President, Cardio & Vascular | 2023 | 528,846 | — | 2,899,951 | 572,027 | 35,822 | 4,036,646 | | | 2022 | 443,865 | — | 1,649,924 | 176,139 | 32,919 | 2,302,847 | | Jim Stephens(5) | 2024 | 461,827 | — | 709,900 | 411,607 | 17,270 | 1,600,604 | | President, Cardiac Rhythm Management & Neuromodulation | | | | | | | |

  56. 2024 Summary Compensation Table

    (1)As described in the CD&A under “Base Salary,” Mr. Harris and Mr. Stephens received salary increases effective in January 2024 and March 2024, respectively. Amounts shown for 2024 for Mr. Harris and Mr. Stephens represent prorated salaries considering the effective dates of those increases. (2)Represents the aggregate grant date fair value of awards determined in accordance with FASB ASC Topic 718. The valuation of RSUs and PSUs are based on the assumptions and methodology set forth in notes 1 and 11 to our financial statements included in our Annual Report on Form 10-K, which was filed with the SEC on February 20, 2025. Grant date fair value reflected in the Stock Awards column is, for RSUs, based on the grant date fair value of the underlying shares and, for PSUs, based on the grant date fair value of the underlying shares and the probable outcome of performance-based vesting conditions. The grant date fair values for the 2024 PSUs reported in the table above, assuming maximum performance shall be achieved, are $6,899,113 for Mr. Dziedzic, $2,007,007 for Mr. Smith, $746,232 for Mr. Harris, $1,128,915 for Mr. Khales, and $890,570 for Mr. Stephens. (3)Amounts for 2024 reflect the amount earned under the 2024 STI program, which were paid in March 2025. (4)Amounts for 2024 are itemized in the table below.

  57. 2024 Summary Compensation Table

    | Name | 401(k) Matching Contribution ($) | Restoration Plan Contributions ($) | Term Life Insurance Premiums ($) | Long-Term Disability Insurance Premiums ($) | Perquisites ($)* | Total ($) | | Joseph W. Dziedzic | 10,350 | 84,096 | 8,035 | 25,406 | 1,000 | 128,887 | | Diron Smith | 10,350 | — | 1,992 | 5,751 | 4,049 | 22,142 | | John Harris | — | — | — | — | 89,498 | 89,498 | | Payman Khales | 10,350 | 23,311 | 2,743 | 9,647 | 6,035 | 52,086 | | Jim Stephens | 10,350 | — | 2,035 | 4,885 | — | 17,270 |

  58. 2024 Summary Compensation Table

    * For executives based in the U.S. these amounts include perquisites consisting of executive physicals and health savings account contributions, each valued at less than $10,000 per NEO, in aggregate. The perquisites amount for Mr. Harris includes a cash stipend of €50,369 in lieu of participating in the Irish retirement plan, €4,852 for use of a leased Company car from January 1, 2024 to March 24, 2024, a cash stipend of €20,769 in lieu of a car benefit from March 24, 2024 to December 31, 2024, and a Company paid medical plan with a cost of €10,000. (5)Mr. Smith was not an NEO for 2022, and therefore, his compensation is not reported for that year. Messrs. Harris and Stephens were not NEOs for 2023 or 2022, and therefore, each of their compensation is not reported for those years. (6)Amounts for Mr. Harris have been converted to U.S. Dollars in the table above using the exchange rate in effect at December 31, 2024 of €1.00 to $1.0408.

  59. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table summarizes the grants of plan-based awards to each of the NEOs during 2024.

  60. 2024 Grants of Plan-Based Awards

    | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant-Date Fair Value of Stock Awards ($)(2) | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joseph W. Dziedzic | | 339,625 | 1,358,500 | 2,717,000 | | | | – | – | | | 01/19/24(3)(7) | | | | | | | 17,629 | 1,833,240 | | | 01/19/24(4)(7) | | | | 7,771 | 15,543 | 31,086 | – | 1,833,452 | | | 01/19/24(5)(7) | | | | 8,814 | 17,629 | 35,258 | – | 1,833,240 | | Diron Smith | | 77,000 | 308,000 | 616,000 | | | | – | – | | | 01/19/24(3)(7) | | | | | | | 5,128 | 533,261 | | | 01/19/24(4)(7) | | | | 2,261 | 4,522 | 9,044 | – | 533,415 | | | 01/19/24(5)(7) | | | | 2,564 | 5,128 | 10,256 | – | 533,261 | | John Harris | | 68,151 | 272,606 | 545,212 | | | | – | – | | | 01/19/24(3)(7) | | | | | | | 1,907 | 198,309 | | | 01/19/24(4)(7) | | | | 840 | 1,681 | 3,362 | – | 198,291 | | | 01/19/24(5)(7) | | | | 953 | 1,907 | 3,814 | – | 198,309 | | | 07/11/24(6)(7) | | | | | | | 3,837 | 449,888 | | Payman Khales | | 103,125 | 412,500 | 825,000 | | | | – | – | | | 01/19/24(3)(7) | | | | | | | 2,884 | 299,907 | | | 01/19/24(4)(7) | | | | 1,272 | 2,544 | 5,088 | – | 300,090 | | | 01/19/24(5)(7) | | | | 1,442 | 2,884 | 5,768 | – | 299,907 | | Jim Stephens | | 80,819 | 323,279 | 646,558 | | | | – | – | | | 01/19/24(3)(7) | | | | | | | 2,275 | 236,577 | | | 01/19/24(4)(7) | | | | 1,003 | 2,007 | 4,014 | – | 236,746 | | | 01/19/24(5)(7) | | | | 1,137 | 2,275 | 4,550 | – | 236,577 |

  61. 2024 Grants of Plan-Based Awards

    (1)Amounts represent potential cash awards under our 2024 STI program. Awards range from 25% to 200% of the target amount depending on the actual performance metric achieved. According to the 2024 STI program design, no amount is earned if performance does not meet threshold goal – see “Short-Term Performance-Based Incentives” section of the CD&A for discussion of the 2024 STI program, and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above for the actual amounts earned for 2024 performance. Amounts for Mr. Harris have been converted to U.S. Dollars in the table above using the exchange rate in effect at December 31, 2024 of €1.00 to $1.0408. (2)The valuation of RSUs is based on the assumptions and methodology set forth in notes 1 and 11 to our financial statements included in our Annual Report on Form 10-K, which was filed with the SEC on February 20, 2025. (3)Time-based RSUs granted under the 2024 LTI program. (4)rTSR PSU awards granted under the 2024 LTI program. The rTSR PSUs vest if the Company achieves certain three-year performance targets. (5)Organic sales growth PSU awards granted under the 2024 LTI program. The Organic sales growth PSUs vest if the Company achieves certain three-year performance targets. (6)Special time-based incentive award for Mr. Harris. (7)For more information regarding these awards, please see the “Long-Term Incentive Plan” section of the CD&A.

  62. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth the outstanding equity awards for each of the NEOs as of December 31, 2024.

  63. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Joseph W. Dziedzic | 2,877 | 45.39 | 01/04/25 | 7,662(2) | 1,015,368 | 42,002(11) | 5,566,105 | | | 2,883 | 48.43 | 01/04/26 | 16,470(3) | 2,182,604 | 98,766(12) | 13,088,470 | | | 888 | 29.55 | 01/03/27 | 17,629(4) | 2,336,195 | 66,344(13) | 8,791,907 | | | 67,613 | 43.70 | 07/17/27 | 45,970(5) | 6,091,944 | | | | Diron Smith | | | | 251(2) | 33,263 | 686(11) | 90,909 | | | | | | 584(3) | 77,392 | 1,752(12) | 232,175 | | | | | | 5,128(4) | 679,563 | 19,300(13) | 2,557,636 | | | | | | 752(5) | 99,655 | | | | | | | | 4,126(6) | 546,778 | | | | John Harris | | | | 5,396(4) | 715,078 | 7,176(13) | 950,964 | | | | | | 1,907(7) | 252,716 | | | | | | | | 3,837(8) | 508,479 | | | | Payman Khales | | | | 906(2) | 120,063 | 4,964(11) | 657,829 | | | | | | 2,695(3) | 357,141 | 16,162(12) | 2,141,788 | | | | | | 2,884(4) | 382,188 | 10,856(13) | 1,438,637 | | | | | | 5,432(5) | 719,849 | | | | | | | | 43,060(9) | 5,706,311 | | | | Jim Stephens | | | | 2,275(4) | 301,483 | 2,944(12) | 390,139 | | | | | | 2,454(10) | 325,204 | 8,564(13) | 1,134,901 |

  64. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)Based on a stock price of $132.52, which was the closing price of our common stock on NYSE on December 31, 2024. (2)Time-based RSUs vesting on January 21, 2025. (3)Time-based RSUs vesting in equal installments on January 20, 2025, and January 20, 2026. (4)Time-based RSUs vesting in equal installments on January 19, 2025, January 20, 2026, and January 20, 2027. (5)Represents earned but unvested Financial PSUs granted on January 21, 2022 under the 2022 LTI program on which performance was based on our organic sales growth measured over the period from January 1, 2022 through December 31, 2024. Financial PSU share amounts were determined by the Compensation Committee and vested in February 2025. For more information regarding these awards, please see the “Vesting of 2022 Performance Stock Units” section of the CD&A. (6)Time-based RSUs vesting in equal installments on May 8, 2025 and May 8, 2026. (7)Time-based RSUs vesting on January 3, 2025. (8)Time-based RSUs vesting on March 31, 2026. (9)Time-based RSUs vesting on February 24, 2026. (10)Time-based RSUs vesting as follows: 491 on May 25, 2025 and 1,963 on May 15, 2026. (11)rTSR PSUs issued on January 21, 2022 under the 2022 LTI program with a 3-year performance period ending in January 2025, shown at maximum achievement as performance through December 31, 2024 was tracking above target. At its meeting in February 2025, the Compensation Committee certified that the rTSR for the performance period was at the 80th percentile, resulting in 200% of the target shares being earned for the 2022 rTSR PSUs. For more information regarding these awards, please see the “Vesting of 2022 Performance Stock Units” section of the CD&A. (12)Financial and rTSR PSUs issued on January 20, 2023 under the 2023 LTI program, shown at maximum achievement as performance through December 31, 2024 was tracking above target. Actual awards will be earned based on our organic sales growth measured over the period January 1, 2023 through December 31, 2025 and relative TSR measured over the period January 20, 2023 through January 20, 2026. For rTSR PSUs, NEOs may earn up to 200% of the target number of shares if our relative TSR is at or above the 75th percentile of the peer group defined in the 2023 LTI program (“2023 Peer Group”), provided that no shares will be earned if our relative TSR is not at or above the 25th percentile of the 2023 Peer Group. For Financial PSUs, NEOs may earn from 50% at threshold to 200% of target at maximum achievement, provided that no shares will be earned if our organic sales growth percentage is not at or above threshold. The number of shares earned will vest on the date in the first quarter of 2026 that achievement of the performance metrics are certified by the Compensation Committee. (13)Financial and rTSR PSUs issued on January 19, 2024 under the 2024 LTI program, shown at maximum achievement as performance through December 31, 2024 was tracking above target. Actual awards earned ranging from 0% to 200% of target will be determined based upon the Company achieving certain three-year performance targets. The number of shares earned will vest on the date in the first quarter of 2027 that achievement of the performance metrics are certified by the Compensation Committee. For more information regarding these awards, please see the “Long-Term Incentive Plan” section of the CD&A.

  65. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table shows information with respect to stock options exercised during 2024 and the vesting during 2024 of RSUs previously granted to the NEOs.

  66. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting(1) ($) | | Joseph W. Dziedzic | 1,722 | 100,220 | 173,645 | 18,570,060 | | Diron Smith | – | – | 2,772 | 311,509 | | John Harris | – | – | 14,075 | 1,644,262 | | Payman Khales | – | – | 14,883 | 1,503,227 | | Jim Stephens | – | – | 490 | 57,683 |

  67. Option Exercises and Stock Vested in 2024

    (1)For option awards, the value realized is based on the difference between the market price and the exercise price on the date of exercise, and for restricted stock units, the value realized is based on the closing price of our common stock on the date the shares vested. (2)For Mr. Dziedzic, includes 36,202 RSUs that vested on March 11, 2024 and 36,202 RSUs that vested on June 11, 2024, which have not been released. Share of common stock underlying these RSUs will be issued on the date that is one year following the relevant vesting date.

  68. 2024 Nonqualified Deferred Compensation Benefits

    2024 Nonqualified Deferred Compensation Benefits We offer a market-competitive nonqualified savings restoration program for the Company’s officers, including our NEOs, intended to create equitable contributions to our retirement savings programs that otherwise are capped by statutory limits. The following table sets forth the NEOs who participated in the program, their contributions, Company contributions, aggregate earnings on that value during 2024 (none of which were above market or otherwise preferential), and the year-end value of these programs.

  69. 2024 Nonqualified Deferred Compensation Benefits

    | Name | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($)(2) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals / Distributions in 2024 ($) | Aggregate Balance as of December 31, 2024 ($) | | Joseph W. Dziedzic | 168,191 | 84,096 | 93,439 | — | 769,720 | | Payman Khales | 46,622 | 23,311 | 15,134 | — | 186,132 |

  70. 2024 Nonqualified Deferred Compensation Benefits

    (1)Executive contributions are included in the “Salary” column of the Summary Compensation Table, above. (2)Company contributions are reported in the “All Other Compensation” column of the Summary Compensation Table, above.

  71. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control The following tables and accompanying narrative disclosures summarize the potential payments and other benefits required to be made available to the NEOs in connection with a termination of their employment or a change in control (as defined in the applicable document). Payments or other benefits under benefit plans and policies that apply equally to all salaried employees participating in such plans are not included below. Defined terms such as “cause” and “good reason” used in this section are described under “Defined Terms Used in this Section” below. Other than for Mr. Dziedzic, upon the death or permanent disability of an associate, all time-based equity awards immediately vest and all outstanding PSUs immediately vest at the target level applicable to such performance-based awards. All vested stock options expire at various times following the event, no later than one year, based upon the terms of the plan from which they were awarded. In the event of Mr. Dziedzic’s death or permanent disability, all time-based equity awards immediately vest and all outstanding PSUs will continue in effect and become vested, subject to achievement of the performance metrics. Other than for Mr. Dziedzic, in the event that an associate’s employment is terminated by the Company without cause, a pro-rata portion of such associate’s PSUs that were awarded more than one year before the date of termination will remain outstanding and any PSUs awarded less than one year prior to the date of termination will automatically be forfeited. All unvested time-based awards are forfeited. In the event that Mr. Dziedzic’s employment is terminated by the Company without cause or Mr. Dziedzic resigns his employment with good reason, a pro-rata portion of all PSUs will remain outstanding. The PSUs that remain outstanding will continue to be eligible for vesting based on the Company’s attainment of the performance goals applicable to such awards. All unvested time-based awards will immediately vest. The following table presents the benefits that would have been received by Mr. Dziedzic under his employment agreement in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2024.

  72. Potential Payments Upon Termination of Employment or Change in Control

    | | Salary & Bonus ($) | Severance ($) | Acceleration of Stock-Based Awards ($)(1) | Continuance of Benefits ($)(2) | Total ($) | | Death and Permanent Disability | 1,235,000 | — | 22,303,381 | 12,400 | 23,550,781 | | Termination Without Cause | — | 2,470,000 | 16,888,349 | — | 19,358,349 | | Termination With Good Reason | — | 2,470,000 | 16,888,349 | — | 19,358,349 |

  73. Potential Payments Upon Termination of Employment or Change in Control

    (1) Based upon the closing price of our common stock on NYSE of $132.52 on December 31, 2024. Termination due to death or permanent disability includes the value of all unvested time-based awards and the value of performance-based awards at target achievement. Termination without cause and termination with good reason calculations include the value of all unvested time-based awards and the value of a pro-rated portion of performance-based awards at target achievement. (2) Payment equal to the assumed amount of the Company’s contributions toward health insurance benefits for 12 months. The following table presents the benefits that would have been received by Mr. Smith under his employment offer letter in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2024.

  74. Potential Payments Upon Termination of Employment or Change in Control

    | | Salary & Bonus ($) | Severance ($) | Acceleration of Stock-Based Awards ($)(1) | Continuance of Benefits ($)(2) | Total ($) | | Death and Permanent Disability | — | — | 2,827,182 | — | 2,827,182 | | Termination Without Cause | — | 440,000 | 168,433 | 16,700 | 625,133 |

  75. Potential Payments Upon Termination of Employment or Change in Control

    (1)Based upon the closing price of our common stock on NYSE of $132.52 on December 31, 2024. Termination due to death or permanent disability includes the value of all unvested time-based awards and the value of performance-based awards at target achievement. Termination without cause calculations include the value of a pro-rated portion of the 2022 and 2023 PSUs at target achievement level. The following table presents the benefits that would have been received by Mr. Harris under his employment agreement and required severance under Irish law in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2024.

  76. Potential Payments Upon Termination of Employment or Change in Control

    | | Salary & Bonus ($) | Severance ($) | Acceleration of Stock-Based Awards ($)(1) | Continuance of Benefits ($)(2) | Total ($) | | Death and Permanent Disability | — | — | 1,951,755 | — | 1,951,755 | | Termination Without Cause | — | 140,503 | 403,126 | 23,000 | 566,629 |

  77. Potential Payments Upon Termination of Employment or Change in Control

    (1)Based upon the closing price of our common stock on NYSE of $132.52 on December 31, 2024. Termination due to death or permanent disability includes the value of all unvested time-based awards and the value of performance-based awards at target achievement. As Mr. Harris is eligible for retirement, the Termination Without Cause line includes $403,126 for the acceleration of stock-based awards that would have vested on December 31, 2024, had he voluntarily retired on that date. (2)Payment equal to the assumed amount of the Company’s contributions toward medical and cash stipend in lieu of pension and car benefits for three months. The following table presents the benefits that would have been received by Mr. Khales under his employment offer letter in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2024.

  78. Potential Payments Upon Termination of Employment or Change in Control

    | | Salary & Bonus ($) | Severance ($) | Acceleration of Stock-Based Awards ($)(1) | Continuance of Benefits ($)(2) | Total ($) | | Death and Permanent Disability | — | — | 9,044,755 | — | 9,044,755 | | Termination Without Cause | — | 550,000 | 1,370,124 | 18,300 | 1,938,424 |

  79. Potential Payments Upon Termination of Employment or Change in Control

    (1)Based upon the closing price of our common stock on NYSE of $132.52 on December 31, 2024. Termination due to death or permanent disability includes the value of all unvested time-based awards and the value of performance-based awards at target achievement. Termination without cause calculations include the value of a pro-rated portion of the 2022 and 2023 PSUs at target achievement level. (2)Payment equal to the assumed amount of the Company’s contributions toward medical insurance benefits for 12 months. The following table presents the benefits that would have been received by Mr. Stephens under his employment offer letter in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2024.

  80. Potential Payments Upon Termination of Employment or Change in Control

    | | Salary & Bonus ($) | Severance ($) | Acceleration of Stock-Based Awards ($)(1) | Continuance of Benefits ($)(2) | Total ($) | | Death and Permanent Disability | — | — | 1,389,207 | — | 1,389,207 | | Termination Without Cause | — | 465,000 | 126,424 | 16,700 | 608,124 |

  81. Potential Payments Upon Termination of Employment or Change in Control

    (1)Based upon the closing price of our common stock on NYSE of $132.52 on December 31, 2024. Termination due to death or permanent disability includes the value of all unvested time-based awards and the value of performance-based awards at target achievement. Termination without cause calculations include the value of a pro-rated portion of the 2023 PSUs at target achievement level. As discussed under “Other Features of Our Executive Compensation Program,” we have entered into change in control agreements with our NEOs, other than Mr. Dziedzic. The change in control agreements provide for continued employment with the same base salary, annual cash incentive and benefits for two years following a change in control. Our change in control agreements only provide severance benefits if there is both a change in control of the Company and qualifying termination of employment. If the executive is terminated after the change in control, other than for death, disability or cause, or the executive terminates employment for good reason, then the executive will be entitled to certain severance payments and benefits. The most significant components of these severance benefits are as follows: •two times annual base salary; •two times the greater of (i) average cash bonus for the three-year period prior to the year of the change in control or (ii) current year annual cash incentive award at the target level; •two times the Company’s total contributions to the Company 401(k) Plan or any other similar plans in effect at the time, for the year preceding the termination; •$25,000 for outplacement services; •a lump sum cash payment equal to the product of (i) 110% of the monthly premium for medical and prescription drug coverage for the most recent complete month of medical and prescription drug coverage for the executive, his or her spouse and his or her eligible dependents who were covered under the Company’s medical and prescription drug plans immediately prior to date of termination, times (ii) 24; •immediate vesting of all time-based equity awards and performance-based equity awards, except as otherwise provided in the applicable award agreement; and •reimbursement of relocation expenses following the change in control if the Company had relocated the associate at the Company’s request in the calendar year prior to the change in control. Expenses reimbursed are capped at the cost of relocating the associate to the original place of his or her residence. Our change in control agreements provide executives with a best after-tax provision (i.e., the executive’s payment will be scaled back to the golden parachute safe harbor if the executive is better off on an after-tax basis) and include a 24 month post-employment non-compete covenant. For a discussion of what Mr. Dziedzic would be eligible to receive upon the occurrence of a change in control under the terms of his employment agreement, please see the discussion under the “Employment Agreements” section of the CD&A. For incentive awards granted under our 2021 Omnibus Incentive Plan, in the event of a change in control, the Compensation Committee may, in its sole discretion and subject to the terms and conditions as it deems appropriate, take any one or more of the following actions: (i) provide for the continuation or assumption of the awards by the successor or surviving entity to the change in control; (ii) provide for the substitution or replacement of the awards by the successor or surviving entity or its parent; (iii) accelerate the vesting of the awards; (iv) determine the level of attainment for performance awards; or (v) cancel the awards in consideration of a cancellation payment equal to the value of the cancelled awards. For incentive awards granted under our 2016 Stock Incentive Plan, in the event of a change in control, as defined in the applicable award plan or agreement, unless determined otherwise by the Compensation Committee, all unvested stock option awards, time-based RSUs and Financial PSUs granted will immediately vest, but only the portion of unvested rTSR PSUs that otherwise would have vested based on performance through the date of the change in control will immediately vest. As described in previous proxy statements, the Company eliminated single trigger vesting upon a change in control with respect to incentive awards made on or after January 1, 2020. The Company also made corresponding revisions to its RSU and PSU award agreements for awards to be made on or after January 1, 2020. The revised award agreements provide that, if an associate is provided a qualifying replacement award in connection with a change in control, then he or she will not automatically vest in any outstanding RSUs or PSUs upon the occurrence of the change in control. In the case of any unvested RSUs that vest based solely on the associate remaining employed by the Company through one or more dates, the associate will generally vest in the qualifying replacement award at the same time he or she otherwise would have vested in the RSU. In the case of any unvested PSU that vests based on the achievement of performance goals, the number of PSUs that would be earned based on achievement of the performance goals as of the date of the change in control will be converted to RSUs that generally vest based solely on the associate’s continued employment through the end of original performance period. If, during the 24-month period following the change in control, an associate is terminated without cause or resigns for good reason, the associate will vest in any qualifying replacement award. A qualifying replacement award means an RSU award covering equity securities of the Company, the surviving company to the change in control, or the ultimate parent of the surviving company to the change in control that are readily tradeable on a major national securities exchange, and the terms of which are at least as favorable to the associate as the award being replaced. Based upon the hypothetical termination date of December 31, 2024, following a change in control and assuming a termination without cause or resignation by an NEO with good reason, the benefits for our NEOs would be as follows:

  82. Potential Payments Upon Termination of Employment or Change in Control

    | Name | Salary & Bonus ($) | Acceleration of Stock-Based Awards ($)(1) | Continuance of Benefits ($) | OutplacementServices ($) | 1x Prior Year Annual Incentive ($) | Total ($) | | Joseph W. Dziedzic | 5,187,000 | 22,303,381 | 218,400 | 25,000 | 1,913,184 | 29,646,965 | | Diron Smith | 1,496,000 | 2,827,182 | 69,100 | 25,000 | N/A | 4,417,282 | | John Harris | 1,408,202 | 1,951,755 | 127,800 | 25,000 | N/A | 3,512,757 | | Payman Khales | 1,925,000 | 9,044,755 | 112,600 | 25,000 | N/A | 11,107,355 | | Jim Stephens | 1,581,000 | 1,389,207 | 69,100 | 25,000 | N/A | 3,064,307 |

  83. Potential Payments Upon Termination of Employment or Change in Control

    (1)Based upon the closing price of our common stock on NYSE of $132.52 on December 31, 2024.

  84. CEO Pay Ratio

    CEO Pay Ratio SEC rules require disclosure of (i) the median of the annual total compensation of all employees of the Company, except the CEO; (ii) the annual total compensation of the CEO; and (iii) the ratio of annual total compensation for the CEO to the annual total compensation for the median employee of the Company. Because the SEC rules do not mandate a required approach for determining the median employee, the Company employed the following methodology: •Used 2024 taxable compensation as of December 31, 2024, or as of the last payroll cycle of the fiscal year within each respective country that we operate. In some of the countries in which we operate this date varied slightly based on local payroll schedules, but not materially. •Used the consistently applied compensation measure to determine the median employee taxable compensation, W-2, box 1 amounts in the United States, and closest available equivalent measure of taxable compensation outside the United States. •We included employees in all countries where we are present, which totaled 4,564 U.S. employees and 6,473 non-U.S. employees. •To express the earnings of employees outside the United States in U.S. Dollars, we used foreign exchange rates as of December 31, 2024, as published by the United States Treasury. •We did not annualize the pay of employees who were not employed by us for the entire fiscal year. As calculated using the methodology required for preparation of the Summary Compensation Table, the annual total compensation of Mr. Dziedzic was $8,675,379 and the annual total compensation of the median employee was $36,380, resulting in a ratio of 238 to 1. The Company’s pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S–K based upon the Company’s payroll and employment records and the methodologies described above. The SEC rules permit companies to employ various methodologies, exclusions and reasonable estimates to derive the pay ratio calculation representative of their respective employee populations and compensation practices. Based upon this variability, the estimated ratio reported above should not be interpreted as a basis for comparison between companies.

  85. Pay Versus Performance

    Pay Versus Performance We are providing the following information pursuant to Item 402(v) of Regulation S-K. For detail on the Company’s executive compensation programs, see the CD&A section beginning on page 18.

  86. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands) ($) | Organic Sales Growth(7) (%) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 8,675,379 | 23,575,569 | 1,979,423 | 3,664,889 | 164.76 | 135.27 | 119,896 | 7.3 | | 2023 | 8,738,497 | 25,228,291 | 1,969,459 | 2,431,453 | 123.19 | 124.55 | 90,650 | 15.0 | | 2022 | 11,495,237 | 9,908,982 | 2,010,130 | 1,937,603 | 85.12 | 117.10 | 66,377 | 6.5 | | 2021 | 6,922,075 | 5,987,158 | 1,456,322 | 1,337,867 | 106.42 | 145.84 | 96,808 | 13.2 | | 2020 | 5,923,784 | 2,235,111 | 1,234,497 | 873,597 | 100.95 | 122.64 | 77,258 | (15.2) |

  87. Pay Versus Performance

    (1)The following table lists the PEO and non-PEO NEOs for 2024, 2023, 2022, 2021 and 2020:

  88. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Joe Dziedzic | Diron Smith, John Harris, Payman Khales and Jim Stephens | | 2023 | Joe Dziedzic | Diron Smith, Payman Khales, McAlister Marshall, Kirk Thor, Jason K. Garland and Jennifer M. Bolt | | 2022 | Joe Dziedzic | Jason K. Garland, Jennifer M. Bolt, Carter Houghton and Payman Khales | | 2021 | Joe Dziedzic | Jason K. Garland, Joel Becker, Jennifer M. Bolt and Payman Khales | | 2020 | Joe Dziedzic | Jason K. Garland, Joel Becker, Jennifer M. Bolt and Payman Khales |

  89. Pay Versus Performance

    (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (“CAP”) to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the CAP:

  90. Pay Versus Performance

    | PEO Summary Compensation Table Total to CAP Reconciliation | | | | | | Year | Reported Summary Compensation Table Total for PEO ($) | Minus: Reported Summary Compensation Table Value of Equity Awards ($)(i) | Plus: Equity Award Adjustments ($)(ii) | Compensation Actually Paid to PEO ($) | | 2024 | 8,675,379 | 5,499,932 | 20,400,122 | 23,575,569 | | 2023 | 8,738,497 | 5,499,971 | 21,989,765 | 25,228,291 | | 2022 | 11,495,237 | 9,499,913 | 7,913,658 | 9,908,982 | | 2021 | 6,922,075 | 4,999,987 | 4,065,070 | 5,987,158 | | 2020 | 5,923,784 | 3,999,827 | 311,154 | 2,235,111 |

  91. Pay Versus Performance

    (i)The amounts included in this column are the amounts reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. (ii)The equity award adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the equity award adjustments for the PEO are provided in the table below.

  92. Pay Versus Performance

    | | Equity Award Adjustments | | | | | | | Year | Year End Fair Value of Awards Granted in the Year that remain Outstanding and Unvested as of the last day of the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Awards ($) | Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) | Year over Year Change in Fair Value of Awards Forfeited in the Year ($) | Total Equity Award Adjustments ($) | | 2024 | 9,928,649 | 7,805,466 | — | 2,666,007 | — | 20,400,122 | | 2023 | 10,980,109 | 10,867,269 | — | 142,387 | — | 21,989,765 | | 2022 | 9,186,691 | (1,142,928) | — | (130,105) | — | 7,913,658 | | 2021 | 5,445,154 | (749,219) | — | (17,090) | (613,775) | 4,065,070 | | 2020 | 2,464,848 | (684,423) | 422,432 | 31,218 | (1,922,921) | 311,154 |

  93. Pay Versus Performance

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the Summary Compensation Table in each applicable year. (4)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid:

  94. Pay Versus Performance

    | Average Non-PEO Summary Compensation Table Total to CAP Reconciliation | | | | | | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Minus: Average Reported Summary Compensation Table Value of Equity Awards for Non-PEO NEOs ($)(i) | Plus: Equity Award Adjustments ($)(ii) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,979,423 | 1,063,635 | 2,749,101 | 3,664,889 | | 2023 | 1,969,459 | 1,109,127 | 1,571,121 | 2,431,453 | | 2022 | 2,010,130 | 1,268,704 | 1,196,177 | 1,937,603 | | 2021 | 1,456,322 | 783,699 | 665,244 | 1,337,867 | | 2020 | 1,234,497 | 578,389 | 217,489 | 873,597 |

  95. Pay Versus Performance

    (i)The averages included in this column are based on the amounts reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. (ii)The equity award adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments are provided in the table below.

  96. Pay Versus Performance

    | | Equity Award Adjustments | | | | | | | Year | Year End Fair Value of Awards Granted in the Year that remain Outstanding and Unvested as of the last day of the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Awards ($) | Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) | Year over Year Change in Fair Value of Awards Forfeited in the Year ($) | Total Equity Award Adjustments ($) | | 2024 | 1,844,170 | 798,644 | — | 106,287 | — | 2,749,101 | | 2023 | 1,227,905 | 767,392 | — | 14,797 | (438,973) | 1,571,121 | | 2022 | 1,395,706 | (169,918) | — | (29,611) | — | 1,196,177 | | 2021 | 853,474 | (107,547) | — | 12,013 | (92,696) | 665,244 | | 2020 | 356,455 | (99,293) | 61,055 | (16,212) | (84,516) | 217,489 |

  97. Pay Versus Performance

    (5)The Total Shareholder Return column shows the value at each year end (including dividend reinvestment, to the extent applicable) of $100 invested in our common stock on December 31, 2019. (6)The Peer Group Total Shareholder Return column shows the value at each year end (including dividend reinvestment, to the extent applicable) of $100 invested on December 31, 2019 in the iShares US Medical Devices EFT, which aligns with the peer group used in our Annual Report on Form 10-K for the year ended December 31, 2024. (7)Organic Sales Growth is reported sales growth adjusted to remove the impact of foreign currency, acquisitions and strategic exits. To calculate the impact of foreign currency on sales growth rates, we convert any sale made in a foreign currency by converting current period sales into prior period sales using the exchange rate in effect at that time and then compare the two, negating any effect foreign currency had on our transactional revenue. For acquisitions, we exclude the impact on the growth rate attributable to the contribution of acquisitions in all periods where there were no comparable sales. For strategic exits, for all periods presented we exclude the impact on the growth rate attributable to sales from the market being exited.

  98. Director Compensation

    Director Compensation The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In 2024, each non-employee director was paid a retainer of between $260,000 and $380,000, depending on the role of the director, in a combination of cash and equity awards. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill-level required for members of the Board. Directors who are also employees of the Company receive no additional remuneration for services as a director. All awards and changes to directors’ compensation are approved by the Board. In addition to the cash and equity retainers described below, the Company also reimburses each non-employee director for all reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the Board and its committees. Cash Retainers. In 2024, the cash portion of each non-employee director’s annual retainer was $80,000. Directors also received additional cash payments in 2024 as follows:

  99. Director Compensation

    | Chair of the Board | $60,000 | | Audit Committee Chair | 20,000 | | Compensation and Organization Committee Chair | 15,000 | | Corporate Governance and Nominating Committee Chair | 10,000 | | Technology Strategy Committee Chair | 10,000 | | Audit Committee Member, including Committee Chair | 10,000 |

  100. Director Compensation

    Equity Retainers. In 2024, the equity-based portion of each non-employee director’s annual retainer was equal in value to $180,000 ($240,000 for the Chair of the Board) consisting of restricted stock units (based on the closing price of the common stock on the date of grant). The number of restricted stock units granted is calculated using the closing price of the Company’s common stock on the date of grant. The directors' equity awards for 2024 were granted on May 22, 2024, vesting in four equal installments, on the three-, six- and nine-month anniversaries of the grant date, and the last installment vesting on May 20, 2025. Any non-employee director taking office other than on the date of an annual meeting will receive a prorated portion of the annual equity retainer, as of the date he or she takes office. Any prorated annual equity retainer will vest in equal installments on each regularly scheduled vesting date applicable to non-employee directors who have continuously served since the most recent annual meeting. The following table sets forth the compensation earned by our non-employee directors during 2024.

  101. Director Compensation

    | Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Sheila Antrum | 90,000 | 179,924 | 269,924 | | Pamela G. Bailey | 140,000 | 239,979 | 379,979 | | Cheryl C. Capps | 80,000 | 179,924 | 259,924 | | James F. Hinrichs | 114,190 | 179,924 | 294,114 | | Jean Hobby | 99,282 | 179,924 | 279,206 | | Tyrone Jeffers | 90,000 | 179,924 | 269,924 | | M. Craig Maxwell | 90,000 | 179,924 | 269,924 | | Filippo Passerini | 90,000 | 179,924 | 269,924 | | Donald J. Spence | 99,153 | 179,924 | 279,077 | | William B. Summers, Jr. | 90,000 | 179,924 | 269,924 |

  102. Director Compensation

    (1)The amounts indicated represent the cash amount earned for annual retainers and specified Board service. (2)The amounts represent the aggregate grant date fair value of awards granted. The valuation is based on the assumptions and methodology set forth in notes 1 and 11 to our financial statements included in our Annual Report on Form 10-K, which was filed with the SEC on February 20, 2025. The following table sets forth each non-employee director’s outstanding stock options as of December 31, 2024.

  103. Director Compensation

    | Director Name | Outstanding Stock Options (#) | | Pamela G. Bailey | 11,542 | | M. Craig Maxwell | 17,385 | | Donald J. Spence | 20,521 |

  104. Director Compensation

    Compensation Review. Consistent with current best practices and with the assistance of information provided by FW Cook, the Board periodically reviews director compensation. Director Stock Ownership Guidelines. To align the interests of our directors with the interests of our stockholders and to promote our commitment to sound corporate governance, the Compensation Committee designed and the Board approved stock ownership guidelines for non-employee directors. These ownership guidelines call for non-employee directors to own at least 6,000 shares of Company common stock within five years of election as a director. The following types of shares of Company common stock qualify for purposes of determining compliance with these ownership guidelines: (i) shares owned by the director or his or her immediate family members residing in the same household, or held in a trust or partnership controlled by the director or his or her immediate family members residing in the same household, (ii) shares owned as a result of the vesting of restricted stock awards or restricted stock unit awards, (iii) shares acquired upon stock option exercise that the director continues to hold, and (iv) restricted stock awards or restricted stock unit awards that vest over time and have no performance-based vesting requirements. In addition, a non-employee director may not sell shares of Company common stock, except through “sell to cover” exercises of stock options, unless the value of the non-employee director’s holdings of Company common stock exceeds five times the value of the annual cash retainer paid to the non-employee director. Each of our directors has achieved these ownership guidelines.

  105. What happens if an incumbent director nominee does not receive a majority of votes cast in favor of his or her election?

    What happens if an incumbent director nominee does not receive a majority of votes cast in favor of his or her election? Under the Company’s Corporate Governance Guidelines, any nominee for director who receives a greater number of “withhold” votes than “for” votes is expected to tender his or her resignation to the Board for consideration in accordance with the Corporate Governance Guidelines.