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DEF 14A of Integer Holdings Corp
Filed Apr 6, 2026 · FY20250001114483-26-000009
Executive Compensation Highlights
Executive Compensation Highlights The Company’s executive compensation program is designed to provide a competitive compensation package that will attract, retain and motivate our executives to drive the Company’s success through high performance and innovation, to link our executives’ compensation to short- and long-term performance of the Company and to align our executives’ compensation with the interests of our stockholders. To do this, we: •Provide our NEOs with a fixed level of cash compensation in the form of base salary that is consistent with their skill level, experience, knowledge, length of service with the Company and the level of responsibility and complexity of their position, and is generally targeted at the competitive market median of our peer group; •Provide an annual short-term incentive (“STI”) program cash incentive award with the objective of providing a competitive level of performance-based annual compensation at the target achievement level, with the opportunity for incentive compensation above target if stretch performance is achieved, and with metrics that focus on key measures of success that the executive team is able to impact over an annual timeframe; and •Provide a long-term incentive (“LTI”) plan award that is the largest component of our NEOs’ target direct total compensation and is designed to align management’s performance incentives and pay outcomes with the interests of our stockholders by linking executive pay to stockholder value creation as the award consists of a combination of time-based restricted stock units (“RSUs”) that vest ratably over a three-year period and performance-based RSUs (“PSUs”) that use (i) organic sales growth as the performance metric and (ii) relative total stockholder return (“rTSR”) versus our peer group as the performance metric, each representing one-third of the award. Below are several of actions that the Compensation and Organization Committee (the “Compensation Committee”) took in 2025 to ensure alignment to market-based best practices and policies: •Approved short-term incentive payouts based on achievement against adjusted targets established early in April 2025 to anticipate the impact of tariffs on the business, and used negative discretion to reduce the payout factor in recognition that the tariffs had not materially impacted the company. •Extended the post-vest holding period from six to twelve months for the rTSR PSUs granted in 2025. •Recommended to the independent members of the Board the compensation arrangements for our new President and Chief Executive Officer (the “CEO”) and related retirement transition arrangements for our outgoing CEO. •Awarded a special recognition cash bonus to one of our NEOs for his exemplary work in completing one of our acquisitions. •Granted special stock-based incentive awards and cash sign-on bonus to one of our NEOs in connection with her hiring. Below are some highlights of our executive compensation program:
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. Khales, is independent under the NYSE’s Corporate Governance Listing Standards. The information below regarding the director nominees to be elected at the Annual Meeting is as of April 6, 2026.
Our Director Nominees
| Name | Age | Director Since | Primary Occupation | Current Committee Membership | | Independent | | Sheila Antrum | 67 | 2021 | Senior Vice President and Chief Operating Officer at UCSF Health | | Audit Compensation & Organization Technology Strategy | ✓ | | Cheryl C. Capps | 64 | 2021 | Former Senior Vice President and Chief Supply Chain Officer of Corning Inc. | | Compensation & Organization Corporate Governance & Nominating Technology Strategy | ✓ | | Michael J. Coyle | 63 | 2025 | Former President and Chief Executive Officer of iRhythm Technologies, Inc. | | Audit Compensation & Organization Technology Strategy | ✓ | | James F. Flanagan | 65 | 2026 | Former Chief Operating Officer, PricewaterhouseCoopers, LLP | | Audit Technology Strategy | ✓ | | James F. Hinrichs | 58 | 2018 | Chief Financial Officer of Vantive Health, LLC | | Audit (Chair) Compensation & Organization Technology Strategy | ✓ | | Alvin (Tyrone) Jeffers | 52 | 2021 | Chief Operating Officer, Hillenbrand Inc. | | Audit Corporate Governance & Nominating Technology Strategy | ✓ | | Aaron Kapito | 41 | 2026 | Co-Founder and Partner, Politan Capital Management L.P. | | Compensation & Organization Technology Strategy | ✓ | | Payman Khales | 56 | 2025 | President and Chief Executive Officer, Integer Holdings Corporation | | Technology Strategy | | | M. Craig Maxwell | 67 | 2015 | Former Vice President and Chief Technology and Innovation Officer for Parker Hannifin Corporation | | Technology Strategy (Chair) Audit Corporate Governance & Nominating | ✓ | | Filippo Passerini | 68 | 2015 | Former Group President and Chief Information Officer, Procter & Gamble Company | | Audit Compensation & Organization Committee Technology Strategy | ✓ | | Donald J. Spence | 72 | 2016 | Former President and Chief Executive Officer, Ebb Therapeutics | | Compensation & Organization (Chair) Audit Technology Strategy | ✓ |
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 11 persons nominated by the Board, to hold office until the 2027 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. The Board is currently comprised of 13 members. Pamela Bailey and Jean Hobby will not stand for re-election at the Annual Meeting. Following the Annual Meeting, the size of the Board will be immediately reduced to 11 members. We thank Ms. Bailey and Ms. Hobby for their dedicated service and significant contributions to the Company during their service on the Board. The Board elected Michael Coyle as a director, effective July 10, 2025. Mr. Coyle was initially recommended to the Corporate Governance Committee by a third-party search firm. The Board elected Payman Khales as a director, effective October 24, 2025, in connection with the planned CEO transition and retirement of Joseph Dziedzic. James Flanagan and Aaron Kapito were elected as directors, effective March 12, 2026, in connection with a Cooperation Agreement, dated March 9, 2026, by and among the Company, Irenic Capital Management LP, a Delaware limited partnership, Irenic Capital Management GP LLC, a Delaware limited liability company, Irenic Capital Evergreen Master Fund LP, a Cayman Islands limited partnership, and Irenic Capital Evergreen Fund GP LLC, a Delaware limited liability company. Each of the other nominees listed below was elected at the 2025 Annual Meeting of Stockholders. 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, voted for such nominee and represented by the proxies, will be voted for such other person, if any, as the Corporate Governance Committee shall designate as a nominee. For each director nominee, the following section includes information concerning the nominee’s age, principal occupation, employment (including other positions with the Company) and directorships during the past five years, the year in which he or she first became a director of the Company and Committee memberships. Also included is a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each nominee should serve as a director, in light of the Company’s business and structure.
Nominees for Director
Nominees for Director
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 has served in a number of senior leadership roles, including President of Adult Services and Chief Nursing and Patient Care Services Officer. In these roles, she has overseen patient care operations, clinical services, facilities, supply chain, and major construction projects across a large, multi‑facility healthcare system. Earlier in her career, Ms. Antrum held operational, administrative and clinical leadership roles at hospitals in California, Connecticut, Maryland, and Pennsylvania. Ms. Antrum is also a director of FIGS, Inc. (NYSE: FIGS), and serves as a member of its Nominating and Corporate Governance Committee. Ms. Antrum brings more than four decades of healthcare operations leadership, including deep experience overseeing complex clinical environments, patient safety, and large workforces across multi-facility health systems. Her background in healthcare operations, risk management, human capital leadership and large scale operational oversight provides valuable insight as the Board oversees the Company’s operations and long-term growth strategy. | | Age: 67 | | | Director Since: 2021 | | | Integer Committees: | | | •Audit | | | •Compensation and Organization | | | •Technology Strategy | |
Nominees for Director
| Cheryl C. Capps | | | | Ms. Capps retired in September 2023 from her role as Senior Vice President and Chief Supply Chain Officer of Corning Inc. (“Corning”), a leading innovator in materials science, where she was responsible for developing capabilities within the global supply management function and across the company. Prior to joining Corning in 2011, she served as Senior Vice President, Global Manufacturing and Supply Chain for ConvaTec, the medical device division of Bristol‑Myers Squibb. Ms. Capps previously held a variety of senior leadership roles at Bristol‑Myers Squibb and Zimmer, Inc., with responsibilities spanning manufacturing, sourcing, engineering, and supply chain operations. Since 2023, she has held 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’ extensive leadership experience across global manufacturing, supply chain and operations, together with her background in healthcare adjacent industries, provides the Board with valuable perspective on operational excellence, risk management and technology enabled transformation enablement. Her expertise in global operations, manufacturing and innovation supports her continued service as a director as the Company advances its operational and digital initiatives. | | Age: 64 | | | Director Since: 2021 | | | Integer Committees: | | | •Compensation and Organization •Corporate Governance and Nominating | | | •Technology Strategy | |
Nominees for Director
| Michael J. Coyle | | | | Mr. Coyle served as President and CEO of iRhythm Technologies, Inc., a digital healthcare company focused on cardiac monitoring, from January 2021 until his retirement in June 2021, following nearly four decades in the medical device industry. From 2009 to 2020, he was Executive Vice President and Group President of Medtronic plc’s (“Medtronic”) Cardio and Vascular Group, where he led global operations across multiple business units. Before joining Medtronic, Mr. Coyle provided leadership consulting services to private equity, venture capital and medical device technology firms. Earlier in his career, Mr. Coyle held senior leadership roles at St. Jude Medical and Eli Lilly & Company and provided consulting services to medical device and healthcare technology firms. Mr. Coyle currently serves on the boards of Haemonetics Corporation (NYSE: HAE) and is a member of the Audit Committee and Technology Committee. Mr. Coyle previously served on the boards of iRhythm Technologies, BaroPace, VNUS Medical Technologies, Inc. and Volcano Corporation. He holds six U.S. patents related to cardiovascular medical device technologies. Mr. Coyle’s decades of senior leadership experience in the medical device industry, including leading global businesses and overseeing complex commercial and operational organizations, bring significant value to the Board. His expertise in healthcare, finance, business strategy, global operations and sales and marketing supports the Board’s oversight of the Company’s strategic growth, financial discipline and global operating model. | | Age: 63 | | | Director Since: 2025 | | | Integer Committees: | | | •Audit | | | •Compensation and Organization | | | •Technology Strategy | |
Nominees for Director
| James F. Flanagan | | | | Mr. Flanagan is the former Chief Operating Officer of Pricewaterhouse Coopers, LLP (“PwC”), a position that he held from 2014 to 2021. Previously, he also served as PwC’s US Financial Services Practice Leader from 2006 to 2014, and prior to that, as the Transaction Services Leader from 2001 to 2006 and Transaction Services Partner from 1994 to 2001. Over the course of his career, Mr. Flanagan held roles of increasing responsibility, advising clients on financial, operational, and strategic matters. He has served on the Board of Directors at Belami Ecommerce, a subsidiary of SkyX Platforms Corp. from 2022 to 2025, where he also served as Audit Committee Chair. Mr. Flanagan is a member of the board of directors of Cyabra, Inc. (NASDAQ: CYAB), where he serves as the Chair of its Audit Committee. Mr. Flanagan brings extensive financial, accounting and risk management expertise developed through decades of senior leadership roles at a global professional services firm. His background in finance, global operations, strategic transactions and human capital oversight provides the Board with valuable insight into financial reporting, risk oversight and business strategy relevant to a public company of Integer’s scale and complexity. | | Age: 65 | | | Director Since: 2026 | | | Integer Committees: | | | •Audit | | | •Technology Strategy | |
Nominees for Director
| James F. Hinrichs | | | | Mr. Hinrichs is the Executive Vice President and Chief Financial Officer of Vantive Health, LLC, a healthcare company focused on vital organ therapies, a position he has held since 2024. Mr. Hinrichs was the co-founder of Atmas Health, a healthcare investment consulting firm, where he served from April 2022 until January 2025. He served as Chief Financial Officer of Cibus Ltd., a gene-editing company focused on applications in agriculture from May 2018 until July 2019. Mr. Hinrichs has held senior financial leadership roles at Alere, Inc., CareFusion Corporation, and Cardinal Health, including multiple chief financial officer positions. Earlier in his career, he held 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 significant senior financial leadership experience in the medical device and pharmaceutical industries provides the Board with deep expertise in finance, accounting, capital allocation and risk management in the Company’s and our customers’ industry. His extensive experience as a public company chief financial officer and board member supports the Board’s oversight of financial strategy, reporting, and long term value creation. | | Age: 58 | | | Director Since: 2018 | | | Integer Committees: | | | •Audit (Chair) | | | •Compensation and Organization | | | •Technology Strategy | |
Nominees for Director
| Alvin (Tyrone) Jeffers | | | | Mr. Jeffers has served as Chief Operating Officer of Hillenbrand Inc. (“Hillenbrand”), a global industrial company providing highly engineered, mission‑critical processing equipment and solutions, since March 2026. Prior to joining Hillenbrand, he was Vice President, Global Manufacturing and Supply Chain at SPXFlow, Inc. from 2018 until 2026, where he led the company’s global manufacturing footprint and enterprise‑wide operational improvement initiatives. Earlier in his career, Mr. Jeffers held senior supply chain and integration leadership roles at Baker Hughes/GE and spent more than two decades with GE, leading factories and supply chains across multiple industrial businesses. He currently serves as Chairman of the Engineering Advisory Board at North Carolina Agricultural & Technical State University’s College of Engineering. Mr. Jeffers has significant leadership experience in global manufacturing, supply chain and operational transformation across complex industrial organizations. His expertise in manufacturing and operations, global business leadership and human capital management supports the Board’s oversight of operational performance, organizational effectiveness, and ESG initiatives. | | Age: 52 | | | Director Since: 2021 | | | Integer Committees: | | | •Audit | | | •Corporate Governance and Nominating | | | •Technology Strategy | |
Nominees for Director
| Aaron Kapito | | | | Mr. Kapito is a Partner at Politan Capital Management L.P., an investment management firm that he co-founded in 2021. Previously, Mr. Kapito served as a Senior Analyst at Lion Point Capital from 2018 to 2021, a Senior Analyst and founding member of Delonix Capital from 2016 to 2017, and an Associate Portfolio Manager for Elliott Management L.P. from 2011 to 2016. Mr. Kapito currently serves on the boards of Rocky Mountain Steel Mills, a manufacturer of high-performance steel products, and Associated Veterinary Partners, a veterinary clinic platform. Mr. Kapito’s financial and governance experience, as well as strategic planning expertise, supports his continued service as a member of the Board. | | Age: 41 | | | Director Since: 2026 | | | Integer Committees: | | | •Compensation and Organization | | | •Technology Strategy | |
Nominees for Director
| Payman Khales | | | | Mr. Khales has served as President and CEO of the Company since October 2025. Prior to being appointed as the President and CEO, Mr. Khales served as Chief Operating Officer of the Company. Mr. Khales joined the Company as President, Cardio & Vascular in 2018. Prior to joining Integer, Mr. Khales was the President of the Environmental Technologies Segment at CECO Environmental Company from May 2014 through July 2017. Previously, he was employed by Ingersoll Rand Company where he held a variety of different roles in the United States and Canada, including Vice President Product Management for the global Power Tools division from January 2012 through April 2014, and Vice President Strategic Accounts & Channels from February 2010 through December 2011. Mr. Khales’ deep commercial and operational leadership experience, together with his extensive knowledge of the Company’s business as President and CEO, provides continuity and insight to the Board. His expertise in global operations, manufacturing, sales and marketing, and strategic execution supports the Board’s oversight of the Company’s operating performance and long term strategy. | | Age: 56 | | | Director Since: 2025 | | | Integer Committee: | | | •Technology Strategy | |
Nominees for Director
| M. Craig Maxwell | | | | Mr. Maxwell was the Vice President and Chief Technology and Innovation Officer for Parker Hannifin Corporation (“Parker Hannifin”), a global leader in motion and control technologies and systems, providing precision-engineered solutions for a variety of mobile, industrial, medical and aerospace markets, until his retirement in 2020. Mr. Maxwell joined Parker Hannifin in 1996, serving in positions of increasing responsibility, including 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. Mr. Maxwell brings extensive executive leadership experience in manufacturing, technology, and innovation from his tenure at a global industrial company. His background in developing new technologies, overseeing complex manufacturing operations and driving innovation initiatives provides valuable insight to the Board. | | Age: 67 | | | Director Since: 2015 | | | Integer Committees: | | | •Audit Committee •Corporate Governance and Nominating | | | •Technology Strategy (Chair) | |
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 in 2015. 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 most global organization, with responsibility for business process operations and digital technology in over 70 countries. Mr. Passerini is now an advisor to Fortune 200 companies, an educator, and an author. Mr. Passerini is a former director of ABM Industries Incorporated and United Rentals, Inc. Mr. Passerini’s extensive global leadership experience in digital technology, business services, and operations provides the Board with valuable perspective on technology enablement and risk oversight. His expertise in global operations, innovation, and digital strategy supports the Board’s oversight of the Company’s technology initiatives and operational effectiveness. | | Age: 67 | | | Director Since: 2015 | | | Integer Committees: | | | •Audit | | | •Compensation and Organization | | | •Technology Strategy | |
Nominees for Director
| Donald J. Spence | | | | Mr. Spence retired in August 2019 as President and Chief Executive Officer of Ebb Therapeutics, a medical products company focused on the treatment of insomnia, a role he held since 2017. Previously, he served as Chairman and Chief Executive Officer of Lake Region Medical until its acquisition in 2015 by the Company and held senior executive roles at Philips Respironics and Philips Home Healthcare Solutions. Earlier in his career, Mr. Spence held leadership positions at GKN Sinter Metals and BOC Group plc. He currently serves as a director of Linguaflex, Inc., a privately-held medtech company and previously served on the boards of Eargo, Inc. and Vapotherm, Inc. Mr. Spence brings significant executive leadership and medical device industry experience, including serving as chief executive of multiple healthcare companies. His background in strategic transactions, public company governance, and organizational leadership and his deep industry experience supports the Board’s oversight of long-term/growth strategy, management succession, and long term value creation. | | Age: 71 | | | Director Since: 2016 | | | Integer Committees: | | | •Compensation and Organization (Chair) | | | •Corporate Governance and Nominating | | | •Technology Strategy | |
Board Nominee Experience, Qualifications and Skills
Board Nominee Experience, Qualifications and Skills The Corporate Governance Committee is responsible for recommending to the full Board a slate of director nominees who collectively have the complementary experiences, qualifications, skills and attributes to guide the Company and function effectively as a Board. We believe that each of the nominees satisfies the criteria for membership set forth under the “Corporate Governance and Nominating Committee” section on page 59, and has key skills and attributes that are important to an effective board. Listed below are the areas of expertise that the Board believes are most important to the Company’s current and future business needs.
Board Nominee Experience, Qualifications and Skills
| Health Care & Related Industry Experience – leadership in various healthcare sectors, including regulatory and policy matters | Finance, Accounting & Financial Reporting – experience in accounting, financial reporting or auditing processes and standards and in oversight and management of the corporate finance function, including internal controls | | Business Strategy, Capital Allocation and Mergers & Acquisitions – experience implementing a company’s goals and initiatives for growth organically and through strategic mergers and acquisitions and overseeing capital planning and deployment strategies | Global Business Operations – experience leading multi-national or global business operations | | Public Company Governance – experience with corporate governance standards and practices in public companies (other than Integer) | Risk Management – experience overseeing complex risk management matters, including cybersecurity | | Manufacturing & Operations – experience managing manufacturing operations, facilities and processes, including supply chain logistics and relevant health, safety, and environment matters | Human Capital Management – experience with executive compensation, attracting and retaining top talent, succession planning and human capital risk management | | Sales and Marketing – experience in managing or overseeing sales and marketing in a multi-national or global company | Technology, Innovation and Product Development Leadership – experience leading research and development or overseeing a large, complex technology company |
Board Nominee Experience, Qualifications and Skills
The following table summarizes each nominee’s key qualifications, experience and skills. We believe that each of our nominees brings to our Board executive leadership and management experience. The indicators below represent that a particular skill is a core competency that the nominee brings to the Board. The lack of an indicator for a particular skill does not mean that the nominee does not possess that skill or experience; instead, we expect our nominees to have a working knowledge in all of these areas. Further, the Board encourages all of its members to increase their strategic skill sets through education.
Board Nominee Experience, Qualifications and Skills
| | Antrum | Capps | Coyle | Flanagan | Hinrichs | Jeffers | Kapito | Khales | Maxwell | Passerini | Spence | | Health Care & Related Industry Experience | ● | ● | ● | | ● | | | ● | ● | | ● | | Finance, Accounting & Financial Reporting | | | ● | ● | ● | | ● | | | | ● | | Business Strategy, Capital Allocation and Mergers & Acquisitions | | | ● | ● | ● | | ● | ● | | | ● | | Global Business Operations | | ● | ● | ● | | ● | | ● | ● | ● | | | Public Company Governance | ● | | | | | ● | ● | | | | ● | | Risk Management | ● | ● | | ● | ● | | | | | ● | | | Human Capital Management | ● | | | ● | ● | ● | | | | | ● | | Manufacturing & Operations | ● | ● | | | | ● | | ● | ● | ● | | | Technology, Innovation and Product Development Leadership | | ● | | | | ● | | | ● | ● | | | Sales and Marketing | | | ● | | | | | ● | ● | ● | |
Board Composition
Board Composition In the process of identifying nominees to serve as members of the Board, the Corporate Governance Committee strives to ensure that an appropriate balance of skill sets, 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.
Board Composition
| Independent Director Tenure (Average 5.6 years) | Director Age | Independence |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR
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 2025 are our CEO, our Chief Financial Officer, our three next highest paid executive officers, and our former CEO. 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 is expected to be held at the 2027 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 annual LTI award that was granted to NEOs in 2025. The most significant elements of the NEOs’ equity compensation opportunity for 2025 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 December 2027 and (ii) total stockholder return relative to its peer group over a three-year period ending in January 2028. •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 an advisory, non-binding vote on 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 OF AN ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
Considerations for the Approval of the Plan
| Fiscal Year | Stock Options Granted | Time-Based Full-Value Awards Granted | Performance-Based Full-Value Awards Vested | Weighted Average Shares Outstanding | Annual Burn Rate(1) | | 2025 | — | 155,508 | 153,040 | 34,735,000 | 0.89% | | 2024 | — | 148,777 | 223,655 | 33,601,000 | 1.11% | | 2023 | — | 231,064 | 24,427 | 33,320,000 | 0.77% |
Considerations for the Approval of the Plan
(1)Burn rate is calculated as (shares subject to time-vesting full value equity awards granted + shares subject to performance-vesting full value awards vested) / weighted average shares outstanding. No stock options were granted during the prior three years. Our modest three-year average burn rate of 0.91% demonstrates our sound approach to the grant of equity incentive compensation and our commitment to aligning our equity compensation program with the interests of our stockholders. •Overhang: Our Board is committed to limiting stockholder dilution from our equity compensation program. Prior to stockholder approval of this Plan, our overhang is 3.6%. If the Plan is approved by our stockholders, our overhang would be 6.3%. We calculate “overhang” as the total of (a) shares underlying outstanding awards at target plus shares available for issuance for future awards, divided by (b) the total number of shares outstanding, including shares underlying outstanding awards and shares available for issuance under future awards. The following table provides information as of December 31, 2025 about our common stock that may be issued upon the exercise of stock options and rights granted, or in the future granted under all existing equity compensation plans:
Considerations for the Approval of the Plan
| | As of December 31, 2025 | | Total number of shares of common stock subject to outstanding stock options | 20,229 | | Total number of shares of common stock subject to outstanding full value equity awards | 559,054 | | Weighted-average exercise price of outstanding stock options | $37.48 | | Weighted-average remaining term of outstanding stock options (years) | 1.2 | | Total number of shares of common stock available for grant under all equity incentive plans (before approval of the 2026 Omnibus Incentive Plan) | 772,585 | | Total number of shares of common stock available for grant with approval of the 2026 Omnibus Incentive Plan | 1,772,585 |
Authorized Shares
Authorized Shares Subject to adjustment (as described below), the aggregate number of shares being requested for authorization under the Plan is (i) 1,000,000 shares of our common stock, plus (ii) the total number of shares of our common stock reserved and available for issuance (but not otherwise granted) under the 2021 Plan as of the date of the Annual Meeting, plus (iii) any shares of our common stock that are subject to awards outstanding as of the date of the Annual Meeting that are later forfeited, cancelled, expired, terminated or otherwise lapsed or settled in cash, in whole or in part, without the delivery of shares under the 2021 Plan. As of December 31, 2025, a total of 772,585 shares remained available for grant under the 2021 Plan. Any shares of our common stock granted between December 31, 2025 through the date of the Annual Meeting are granted pursuant to the 2021 Plan; any such shares will reduce the number of shares available for issuance under the 2021 Plan and will not again become available for issuance under the Plan (except in the case of awards outstanding as of the date of the Annual Meeting that are later forfeited, cancelled, expired, terminated or otherwise lapsed or settled in cash, in whole or in part, without the delivery of shares under the 2021 Plan). Subject to adjustment, the maximum number of shares that may be issued pursuant to incentive stock options under the Plan is 1,000,000. If an award granted under the Plan is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the issuance of shares, the shares covered by the award will again be available for issuance under the Plan. With respect to full value awards only (e.g., restricted stock, restricted stock units, performance awards settled in shares, and other stock-based awards), shares surrendered or withheld in payment of taxes related to an award will become available again for issuance under the Plan, but for all other awards (e.g., stock options and SARs), shares surrendered or withheld in payment of taxes related to an award will not become available again for issuance under the Plan. Shares tendered or withheld to pay the exercise price in connection with options or SARs granted under the Plan (or under the 2021 Plan), shares underlying SARs granted under the Plan (or under the 2021 Plan) that are not issued upon settlement of such SARs, and any shares repurchased on the open market using the proceeds from the exercise of an option granted under the Plan (or under the 2021 Plan) will not become available again for issuance under the Plan. Shares underlying substitute awards (i.e., awards granted as replacements for awards originally granted by a company or business that we acquire or with which we combine) will not reduce the number of shares available for issuance under the Plan.
Administration
Administration The Plan is administered by our Compensation Committee, unless our Board determines otherwise. In addition, our Board oversees director compensation and, under the Plan, will continue to approve awards to our non-employee directors consistent with the Company’s director compensation program. Under its charter, the Compensation Committee is required to be comprised of independent directors, within the meaning of and to the extent required (unless controlled company status applies) by applicable rulings and interpretations of the applicable stock market or exchange on which our shares are quoted or traded, and each member of the Compensation Committee is required to be a non-employee director within the meaning of Rule 16b-3 under the Exchange Act. In this Proposal 4, a reference to the “committee” means our Board with respect to awards to our non-employee directors. The committee has authority under the Plan to: •designate participants; •determine the types of awards to grant, the number of shares to be covered by awards, the terms and conditions of awards, whether awards may be settled or exercised in cash, shares, other awards, other property or net settlement, the circumstances under which awards may be cancelled, forfeited or suspended, and whether awards may be deferred automatically or at the election of the holder or the committee; •amend the terms of any outstanding awards; •accelerate the vesting, settlement or payment of an award, accelerate the lapse of any restrictions on an award, and in the case of options and SAR awards, accelerate the right to exercise the award; •correct any defect, supply any omission or reconcile any inconsistency in the Plan or any award agreement, in the manner and to the extent it shall deem desirable to carry the Plan into effect; •interpret and administer the Plan and any instrument or agreement relating to, or award made under, the Plan; and •establish, amend, suspend or waive rules and regulations, appoint agents and make any other determination and take any other action that it deems necessary or desirable to administer the Plan, in each case, as it deems appropriate for the proper administration of the Plan and compliance with applicable requirements. The committee may delegate the authority to grant awards under the Plan, to the extent permitted by applicable law, to (i) one or more employees of the Company (except that such delegation will not be applicable to any award for a person then covered by Section 16 of the Exchange Act) and (ii) one or more committees of the Board. Awards shall be granted for such cash or other consideration, if any, as the committee determines, provided, however, that in no event shall awards or shares related to awards be issued for less than such minimal consideration as may be required by applicable law. Other than stock options which are exercised following payment of an exercise price, participants receiving awards under the Plan are generally not required to pay the Company in connection with such awards (except for applicable taxes) other than the rendering of services.
Types of Awards
Types of Awards The Plan provides for grants of stock options, SARs, shares of restricted stock, restricted stock units (“RSUs”), performance awards and other stock-based and cash-based awards. Stock Options. A stock option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of a stock option (other than a substitute award) will be determined by the committee and will be no less than the closing price of a share of our common stock on the grant date. The committee will determine the date after which each stock option may be exercised and the expiration date of each option, provided that no option will be exercisable more than ten years after the grant date. Options that are intended to qualify as incentive stock options, which may provide favorable tax treatment for the participant, must meet the requirements of Section 422 of the Code. A participant holding stock options has no right to vote the underlying shares until after the exercise of the stock options and the issuance of the underlying shares. No stock option may include any right to dividend equivalents with respect to the stock option or the underlying shares. SARs. SARs represent a contractual right to receive, in cash or shares, an amount equal to any appreciation in the value of one share from the grant date to the exercise date. The per share exercise price of a SAR (other than a substitute award) will be determined by the committee and will be no less than the closing price of a share of our common stock on the grant date. The committee will determine the date after which each SAR may be exercised and the expiration date of each SAR, provided that no SAR will be exercisable more than ten years after the grant date. A participant holding SARs has no right to vote the underlying shares until after the exercise of the SARs and the issuance of the underlying shares. No SAR may include any right to dividend equivalents with respect to the SAR or the underlying shares. Restricted Stock. Restricted stock is an award of shares that are subject to restrictions on transfer and a substantial risk of forfeiture. The period of restriction may lapse after the participant has completed a period of continuous employment or service, has satisfied one or more performance conditions specified by the committee, or both. During the period of restriction, unless otherwise provided in the award agreement, participants holding shares of restricted stock may exercise full voting rights with respect to those shares. During the period of restriction, participants holding shares of restricted stock are entitled to receive all dividends and other distributions paid with respect to those shares, but any such dividends and distributions are subject to the same vesting conditions as the underlying restricted stock and are paid only if and when the underlying award vests. RSUs. RSUs represent a contractual right to receive a share (or cash in an amount equal to the value of a share) at a future date, subject to specified vesting and other restrictions. The period of restriction may lapse after the participant has completed a period of continuous employment or service, has satisfied one or more performance conditions specified by the committee, or both. An award of units under the Plan subject to the satisfaction of performance conditions may be referred to as a “performance stock unit” or a “PSU.” Participants holding RSUs have no right to vote the shares represented by the units unless and until the underlying shares are issued to the participant. Unless otherwise provided by the committee, holders of RSUs also have no right to receive dividend equivalents in connection with the units. The committee may provide for payment of dividend equivalents with respect to RSUs under such terms and subject to such limitations as the committee deems appropriate, provided that any such dividend equivalents are subject to the same vesting conditions as the underlying RSU and are paid only if and to the extent the underlying award vests. The committee will specify the vesting schedule and the settlement schedule for RSUs, which may include delayed delivery later than the vesting date. Performance Awards. Performance awards, which may be denominated in cash or shares, will be earned on the satisfaction of performance conditions specified by the committee over a specified performance period. The committee has authority to specify that any other award granted under the Plan will constitute a performance award by conditioning the exercisability or settlement of the award on the satisfaction of performance conditions. Performance conditions may be based on one or more business criteria or other measures of performance, may be measured on an absolute or relative basis, may be applied with respect to the Company, any of its subsidiaries, segments, divisions, business units, or any combination thereof, or may be applied on an individual basis. Participants holding performance awards have no right to vote the shares represented by the awards unless and until the underlying shares are issued to the participant, and, unless otherwise provided by the committee, holders of performance awards also have no right to receive dividend equivalents in connection with the awards. The committee may provide for payment of dividend equivalents with respect to awards under such terms and subject to such limitations as the committee deems appropriate, provided that any such dividend equivalents are subject to the same vesting conditions as the underlying performance award and are paid only if and to the extent the underlying award vests. Notwithstanding the limitations described above with respect to performance awards, to the extent that an award of restricted stock is granted as a performance award subject to satisfaction of performance conditions, the participant shall have the right to vote such shares during the period of restriction unless otherwise provided in the award agreement, and shall be entitled to receive all dividends and other distributions paid with respect to those shares during the period of restriction, provided that any such dividends and distributions are subject to the same vesting conditions as the underlying restricted stock and are paid only if and when the underlying award vests. Other Stock-Based Awards. The committee is authorized to grant other stock-based awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares or factors that may influence the value of our shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares, purchase rights for shares, dividend rights or dividend equivalent rights or awards with value and payment contingent on our performance or that of our business units or any other factors that the committee designates. The committee shall specify the terms and conditions of such other stock-based awards, provided, however, that any dividend equivalents with respect to other stock-based awards are subject to the same vesting conditions as the underlying award and are paid only if and to the extent the underlying award vests. Other Cash-Based Awards. The committee is authorized to grant other cash-based awards (including cash awarded as a bonus or upon the attainment of specified performance conditions or otherwise as permitted under the Plan), either independently or as an element of or supplement to any other award under the Plan. The committee shall specify the terms and conditions of such other cash-based awards.
Termination of Service and Change in Control
Termination of Service and Change in Control Generally, upon a participant’s termination of service, any unvested portion of an award will be forfeited without any consideration to be paid to the participant, unless the committee provides otherwise in an award agreement or determines to apply different treatment in a particular case. In the event of a “change in control” (as defined in the Plan and described below), the Plan establishes default rules designed to provide for “double‑trigger” vesting in many circumstances and to comply with applicable tax requirements, including Section 409A of the Code. Upon a change in control, outstanding awards will generally be treated as follows, unless the committee provides otherwise in an award agreement or determines to apply different treatment in a particular case: Awards Continued, Assumed, Substituted or Replaced. If an outstanding award is continued, assumed, substituted or replaced by the Company or its successor with an award having substantially the same terms and value, the award will not automatically vest upon the change in control and instead will continue in accordance with its terms. However, if the participant experiences a “qualifying termination” (as defined in the Plan and described below) within 12 months following the change in control, then: •any outstanding time-based awards will become fully vested and exercisable, and •service conditions applicable to any outstanding performance-based awards will be deemed satisfied and the performance conditions for such performance-based awards will be deemed satisfied at the greater of target or actual performance, and the award will vest and, if appliable, be settled, subject to compliance with any applicable provisions of Section 409A of the Code. Under the Plan, a “qualifying termination” generally means an involuntary termination without cause, termination by an employee as a result of certain relocations of the employee’s principal work location, or termination due to death or disability, in each case on or within 12 months following the change in control. Awards Not Continued, Assumed, Substituted or Replaced. If an outstanding award is not continued, assumed, substituted or replaced in connection with a change in control, then immediately prior to, and contingent on, the change in control: •any outstanding time-based awards will become fully vested and exercisable, and •service conditions applicable to any outstanding performance-based awards will be deemed satisfied and the performance conditions for such performance-based awards will be deemed satisfied at the greater of target or actual performance, and the award will vest and, if appliable, be settled at or shortly after the change in control, subject to compliance with any applicable provisions of Section 409A of the Code. In connection with a change in control, the committee may cancel, without any payment to the participant, any option or SAR with an exercise price that is equal to or greater than the per-share value of the consideration to be paid in the transaction. Under the Plan, a “change in control” generally means, unless otherwise defined in the participant’s service agreement or award agreement, the occurrence of one or more of the following events: •any person or entity is (or becomes, during any 12-month period) the beneficial owner of 50% or more of the total voting power of our stock; •the replacement of more than 50% of our directors during any 12-month period; •the consummation of our merger, amalgamation or consolidation with any other entity, or the issuance of voting securities in connection with our merger or consolidation with any other entity (unless (i) our voting securities outstanding immediately before such transaction continue to represent at least 50% of the voting power and total fair market value of the stock of the successor or surviving corporation (or its parent) or (ii) the merger or consolidation is effected to implement a recapitalization (or similar transaction) and no person or entity is or becomes the beneficial owner of 50% or more of either our then-outstanding shares or the combined voting power and total fair market value of our then-outstanding voting securities); or •the sale or disposition of all or substantially all of our assets in which any person or entity acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or entity) assets from us that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of our assets immediately prior to such acquisition(s). The Plan also provides that, to the extent necessary to comply with Section 409A of the Code, a change in control must also constitute a “change in control event” within the meaning of Section 409A.
Prohibition on Repricing
Prohibition on Repricing The Plan generally prohibits the repricing of stock options or SARs or similar awards without stockholder approval. Without stockholder approval, neither our Board nor the committee is permitted, directly or indirectly, to amend or modify the award to lower the exercise price of an outstanding stock option, SAR or similar award, or to cancel an outstanding stock option, SAR or similar award at a time when the exercise price is greater than the fair market value of a share of our common stock in exchange for a new award with a lower exercise price or another award, or to cancel or repurchase an outstanding stock option, SAR or similar award at a time when the exercise price is greater than the fair market value of a share of our common stock in exchange for cash or other securities; provided, however, that this prohibition on repricing is subject in each case to the adjustment provision described above for certain specified extraordinary corporate transactions.
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides information regarding the Company’s equity compensation plans as of December 31, 2025.
Equity Compensation Plan Information
| Plan Category(1) (As of December 31, 2025) | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | ( a )(2) | ( b ) | ( c ) | | Equity compensation plans approved by security holders | 579,283 | $37.48 | 772,585 | | Equity compensation plans not approved by security holders | – | – | – | | Total | 579,283 | $37.48 | 772,585 |
Equity Compensation Plan Information
(1)Subject to approval by stockholders, the aggregate number of shares of our common stock authorized and reserved for issuance under the proposed 2026 Omnibus Incentive Plan is the sum of (i) 1,000,000 shares of common stock, plus (ii) the total number of shares of common stock reserved and available for issuance (but not otherwise granted) under the 2021 Omnibus Incentive Plan as of the date of the Annual Meeting, plus (iii) any shares of common stock that are subject to awards outstanding as of the date of the Annual Meeting that are later forfeited, cancelled, expired, terminated or otherwise lapsed or settled in cash, in whole or in part, without the delivery of shares under the 2021 Omnibus Incentive Plan. This table does not include the 1,000,000 shares of common stock to be reserved as a portion of the aggregate number of shares authorized and reserved for issuance under the 2026 Omnibus Incentive Plan if stockholders approve the 2026 Omnibus Incentive Plan at the Annual Meeting. (2)Consists of 20,229 shares of common stock underlying stock options issued under the 2009 Stock Incentive Plan and an aggregate of 559,054 shares of common stock underlying RSUs (assuming the target performance level) that were granted under the 2011 Stock Incentive Plan, the 2016 Stock Incentive Plan, and the 2021 Omnibus Incentive Plan, which are not included in the exercise price reported in column b. The 2009 Stock Incentive Plan, the 2011 Stock Incentive Plan, and the 2016 Stock Incentive Plan have expired or been closed such that no further awards can be granted under these plans; however, securities may still be issued under these plans to the extent there are any outstanding awards that were issued under these plans before expiration.
Performance under the 2025 Short-Term Incentive and Long-Term Incentive Programs
Performance under the 2025 Short-Term Incentive and Long-Term Incentive Programs Our 2025 STI and LTI 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 2025 STI program was primarily based on our STI adjusted operating income (“STI AOI”), which was $321.4 million, or 97.16% of the target performance goal, resulting in an STI AOI payout factor of 85.75%. 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 2025 STI program ranged from 64% to 86% of target. The 2025 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-based restricted stock units (“PSUs”) that vest based on (i) our year-over-year and three-year cumulative average organic revenue growth, also referred to as organic sales growth (“Financial PSUs”), and (ii) our relative total stockholder return (“rTSR”) as compared to the 2025 Peer Group, as defined below under “Competitive Market Review” (“rTSR PSUs”). The PSUs granted under the 2024 and 2025 LTI programs have three-year performance periods and remain subject to future performance. The PSU awards granted under the 2023 LTI program were based on organic sales growth and rTSR and had performance periods ending in December 2025 and January 2026, respectively. For purposes of the 2023 PSUs, our rTSR ranked at the 72nd percentile, resulting in a payout at 186.11% of target. Organic sales growth exceeded the maximum performance goal in one of the three years and was between target and maximum in two of the three years, resulting in a payout at 182.83% of target. The 2023 PSU awards and final results are further described below under the heading “Vesting of 2023 Performance Stock Units.”
Components of the 2025 Executive Compensation Program
| Compensation Element | Objective | Vehicles | Key Performance Metrics | | Base Salary | To provide market competitive pay to attract and retain executives. | Fixed cash | Not applicable. | | Short-Term Incentive | To motivate and reward achievement of short-term financial and strategic objectives. | Variable cash | For all NEOs, includes 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, Financial PSUs and rTSR PSUs. |
Compensation Committee Practices and Procedures
Compensation Committee Practices and Procedures The Compensation Committee has direct responsibility for the Company’s compensation practices with appropriate approval and general oversight from the Board. This responsibility includes the determination of compensation levels and awards provided to the Company’s executive leadership team who report to the CEO, which includes all NEOs other than the CEO. The independent members of the Board maintain responsibility for determining the compensation levels and awards provided to the CEO after the Compensation Committee evaluates and reports to the Board on the CEO’s performance results. The Compensation Committee directly engages an independent compensation consulting firm to review the Company’s executive compensation programs and provide guidance on compensation matters and recommendations made by management. In 2025, Frederic W. Cook & Co., Inc. (“FW Cook”) advised the Compensation Committee on the Company’s executive compensation programs and representatives of FW Cook were present for all Compensation Committee meetings except during select instances when the Compensation Committee met in executive session. The Compensation Committee conducts an annual review of the consulting firm’s independence, including a review of factors outlined by the applicable SEC and NYSE rules. Following the annual review, the Compensation Committee concluded for purposes of 2025 that FW Cook’s work for the Compensation Committee did not raise a conflict of interest. In 2025, the Compensation Committee evaluated a comprehensive report and analysis by FW Cook regarding executive compensation. For CEO compensation, in January 2025, the Compensation Committee recommended to the independent members of the Board, who then approved a base salary amount with no change from the prior year, and an increase to the target STI bonus opportunity and annual LTI awards for Mr. Dziedzic, our former President and CEO, for 2025, after taking into consideration his compensation compared to the market data of the 2025 Peer Group, as defined below under “Competitive Market Review.” In October 2025, the Committee recommended to the independent members of the Board who then approved the terms of an employment agreement with Mr. Khales that included his base salary, target STI bonus opportunity, 2026 LTI award target and a special stock-based incentive award in connection with his promotion to President and CEO. In February 2026, the independent members of the Board reviewed and approved Messrs. Khales’ and Dziedzic’s STI award payouts for 2025. For the other NEOs, the Compensation Committee considered the input and recommendations from our CEO regarding performance, base salary adjustments and annual STI and LTI award amounts for each such NEO.
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 2025, the Compensation Committee reviewed the make-up of the peer group and, at that time, made no changes to the group in preparation for determining 2025 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 in the peer group used to evaluate executive compensation for 2025 (the “2025 Peer Group”) are:
Competitive Market Review
| Avanos Medical, Inc. (AVNS) | LivaNova PLC (LIVN) | | Benchmark Electronics, Inc. (BHE) | Masimo Corporation (MASI) | | Bruker Corporation (BRKR) | Merit Medical Systems, Inc. (MMSI) | | CONMED Corporation (CNMD) | Methode Electronics, Inc. (MEI) | | Enovis Corporation (ENOV) | Nordson Corporation (NDSN) | | Envista Holdings Corporation (NVST) | Orthofix Medical Inc. (OFIX) | | Globus Medical, Inc. (GMED) | OSI Systems, Inc. (OSIS) | | Haemonetics Corporation (HAE) | Plexus Corp. (PLXS) | | ICU Medical, Inc. (ICUI) | Teleflex Incorporated (TFX) | | Integra LifeSciences Holdings Corporation (IART) | Varex Imaging Corporation (VREX) |
Competitive Market Review
During 2025, the Compensation Committee reviewed the composition of the 2025 Peer Group and determined that no changes were necessary for 2026 compensation decisions.
Executive Compensation Pay Mix
Executive Compensation Pay Mix The overall mix of base salary, STI and LTI opportunities as a percentage of total target direct compensation for Mr. Khales and the average for our other NEOs (excluding Mr. Dziedzic) are illustrated below. The value of the STI is based on target performance, excluding any special cash awards. The value of the LTI is based on the target grant date fair value of the regular annual long-term incentives, excluding any special equity awards. For Mr. Khales, the percentages in the figure below are based on the target annual compensation as CEO. All other compensation has been excluded in determining these percentages. For Mr. Khales, 87% of target annual direct compensation is variable based on performance (an average of 72% for our other NEOs), including financial goals, strategic objectives and stock price:
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. 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’s general practice is to target the competitive market median of our peer group. Individual base salaries may differ from the median of our peer group in consideration of the factors listed above, as well as 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 hire, promotion, or significant changes in responsibility. After consideration by the Compensation Committee, the base salary for Mr. Khales was increased in March 2025 to $600,000 in connection with his promotion to COO. After consideration by the independent members of the Board, in October 2025, Mr. Khales base salary was further increased to $875,000 in connection with his promotion to President and CEO. After consideration by the independent members of the Board, the base salary for Mr. Dziedzic was not increased during 2025 as his then-current base salary was appropriately positioned in relation to the 2025 Peer Group data. The base salary for Ms. Blackwood was determined in connection with her joining the Company as Senior Vice President, General Counsel, Chief Ethics and Compliance Officer and Corporate Secretary in March 2025. The base salary for Mr. Senn was increased in March 2025 in connection with his promotion to President, Cardio and Vascular. The base salary for Messrs. Smith and Stephens were increased in March 2025 to better align with competitive market levels and our desired compensation philosophy. The annualized year-end base salary for 2025 and 2024 for each of our NEOs was as follows:
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 for 100% 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. 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 STI program is based on key measures of success that the executive team strives to achieve over an annual timeframe. By assigning relative weightings of target STI, the metrics are intended to provide a balanced view of executive performance on the following dimensions:
Short-Term Performance-Based Incentives
| 2025 Measures | Payman Khales (as CEO)(1) | Payman Khales (as COO)(1) | Diron Smith | Lindsay K. Blackwood | Andrew Senn | Jim Stephens | Joseph W. Dziedzic | | STI AOI | 80% | — | 40% | 40% | — | — | 80% | | ELT Team Goal | 20% | 20% | 20% | 20% | 20% | 20% | 20% | | Product Category Performance | — | 80% | — | — | 80% | 80% | — | | Function Performance | — | — | 40% | 40% | — | — | — |
Short-Term Performance-Based Incentives
(1)Mr. Khales was promoted from COO to CEO, effective October 24, 2025. His total 2025 STI opportunity was an aggregate of the STI opportunity he had for each role during the time of that role and based on the performance measures of that role.
STI AOI
STI AOI STI AOI (as defined below) is the primary 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. For 2025, the Compensation Committee established a range of performance and payout levels consistent with what had been in place for the 2024 STI program year. The threshold and maximum payouts under the 2025 STI plan for STI AOI can be summarized as follows:
STI AOI
| | 2025 STI AOI Performance % of Target | Payout % of Target | | Maximum | 113% | 200% | | Target | 100% | 100% | | | 90% | 50% | | Threshold | 85%* | 25% |
STI AOI
* No payout for performance below the threshold level of 85% performance. Payout for performance achieved between two performance levels will be linearly interpolated. Consistent with prior practice, the Compensation Committee established the target STI AOI performance in February 2025 and at the same time determined that it would continue to review analysis and consider developments related to the implementation of tariffs and the impact on the Company’s business and profitability. As a result of this continued review and analysis, in April 2025, the Committee adjusted the STI AOI performance target downward by $15 million, with the understanding that if the impact of tariffs impacted AOI by less than $15 million, the 2025 STI payout factor would be reduced. If the effect of the tariffs affected AOI by more than $15 million, there would be no adjustment to the calculated payout factor. In February 2026, the Compensation Committee determined that the tariffs had not materially impacted the company and, therefore, used negative discretion to reduce the payout factor to the amount that would have been achieved had the goals not been adjusted for any tariff impact. Actual achievement for the 2025 STI AOI was $321.4 million, compared to a target goal of $330.8 million (which was the original, higher goal), resulting in a payout factor of 85.75% of target. The target performance levels and results of the STI AOI component under the 2025 STI program, as approved by the Compensation Committee, were as follows:
STI AOI
| | STI AOI (in millions) | 2025 Performance versus Target | Payout Percentage | | Performance Level | $373.8 | 113% (Maximum) | 200% | | | $330.8 | 100% (Target) | 100% | | | $297.7 | 90% | 50% | | | $281.2 | 85% (Threshold) | 25% | | Results | $321.371 | 97.16% | 85.75% |
STI AOI
STI AOI for purposes of the 2025 STI performance metric consists of consolidated operating income prepared in accordance with generally accepted accounting principles (“GAAP”), for the fiscal year ended December 31, 2025, 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.
Product Category Performance
| 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. |
STI Results and Payouts for 2025
STI Results and Payouts for 2025 The chart below illustrates the weighting and achievement for each of the STI program components, for each of the NEOs:
STI Results and Payouts for 2025
| | 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(3) | Weighting | % of Target Earned(3) | % of Target Earned | | Payman Khales(4) | 23.5% | 85.75% | | | 56.5% | 58.80% | 20% | 85.75% | 70.52% | | Diron Smith | 40% | 85.75% | 40% | 85.75% | | | 20% | 85.75% | 85.75% | | Lindsay K. Blackwood | 40% | 85.75% | 40% | 85.75% | | | 20% | 85.75% | 85.75% | | Andrew Senn | | | | | 80% | 65.03% | 20% | 85.75% | 69.17% | | Jim Stephens | | | | | 80% | 59.23% | 20% | 85.75% | 64.53% | | Joseph W. Dziedzic | 80% | 85.75% | | | | | 20% | 85.75% | 85.75% |
STI Results and Payouts for 2025
(1)Targets for Product Category Performance measures are not disclosed due to their sensitive nature, as doing so could provide competitors with insights into our business strategy. 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 35 of this Proxy Statement. (3)Shown reflecting 100% achievement times the multiplier of 85.75% for STI AOI. (4)Weightings represent the weighted averages for the periods during which Mr. Khales served as COO (up to October 24, 2025), and CEO (October 24, 2025 through December 31, 2025). 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 2025 were as follows:
STI Results and Payouts for 2025
| NEO | Salary Earned(1) ($) | Bonus Target as % of Salary Earned (%) | Target STI ($) | % of Target Earned (%) | STI Earned ($) | | Payman Khales(2) | 637,019 | 80.94 | 515,625 | 70.52 | 363,631 | | Diron Smith | 499,135 | 75 | 374,351 | 85.75 | 321,007 | | Lindsay K. Blackwood | 365,385 | 65 | 237,500 | 85.75 | 203,656 | | Andrew Senn | 434,135 | 65 | 282,184 | 69.17 | 195,190 | | Jim Stephens | 504,423 | 70 | 353,096 | 64.53 | 227,853 | | Joseph W. Dziedzic | 1,235,000 | 125 | 1,543,750 | 85.75 | 1,323,766 |
STI Results and Payouts for 2025
(1)Amounts represent actual base salary earned by each NEO, which may vary from the annual base salary rate for such NEO. (2)Bonus target as percentage of salary earned is a weighted average of a 75% bonus target for Mr. Khales’ salary earned prior to becoming CEO on October 24, 2025 and a 100% bonus target for his salary earned as CEO.
Long-Term Incentive Plan
Long-Term Incentive Plan Our LTI plan is the largest component of our NEOs’ 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.
2025 Equity Award Types and Weightings
2025 Equity Award Types and Weightings The table below presents a summary of the awards under our annual 2025 LTI program:
2025 Equity Award Types and Weightings
| | RSUs | rTSR PSUs | Financial PSUs | | Percent of Total LTI Value | 33.3% | 33.3% | 33.3% | | Vesting 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% |
2025 Equity Award Types and Weightings
LTI awards made to our NEOs in 2025 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 (other than for Ms. Blackwood and for Mr. Khales relative to his CEO position) at its January 2025 meeting. The Compensation Committee will continue to assess appropriate metrics for our LTI program on an annual basis.
Time-Based RSUs
Time-Based RSUs The time-based RSUs awarded under the annual compensation cycle vest one-third annually beginning on the first anniversary of the date of grant, generally subject to continued employment through the applicable vesting date.
rTSR PSUs
rTSR PSUs The rTSR PSUs are eligible to be earned and vest based on the Company’s rTSR rank versus our 2025 Peer Group over a three-year period as follows:
rTSR PSUs
| 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% |
rTSR PSUs
* No payout for performance below the threshold level of 25th Percentile. For purposes of calculating TSR under the 2025 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 12-month post-vest holding requirement for awards made in 2025.
Financial PSUs
Financial PSUs 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. Payout for performance achieved between two performance levels will be linearly interpolated. Award payments are capped at target if the three-year performance compound annual growth rate does not exceed target growth during the entire period.
2025 Annual LTI Awards Values for Our NEOs
2025 Annual LTI Awards Values for Our NEOs 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 2025, the Compensation Committee (or in the case of the CEO, the independent members of the Board) approved annual LTI awards for our NEOs (except for Ms. Blackwood) for the three-year period beginning in 2025 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.
2025 Annual LTI Awards Values for Our NEOs
| NEO(1) | Time-Based RSUs Grant Value ($) | Target Financial PSUs Grant Value ($) | Target rTSR PSUs Grant Value ($) | Total 2025 Target LTI Grant Value ($) | | Payman Khales | 533,333 | 533,333 | 533,334 | 1,600,000 | | Diron Smith | 575,000 | 575,000 | 575,000 | 1,725,000 | | Andrew Senn | 266,667 | 266,667 | 266,666 | 800,000 | | Jim Stephens | 316,667 | 316,667 | 316,666 | 950,000 | | Joseph W. Dziedzic | 2,000,000 | 2,000,000 | 2,000,000 | 6,000,000 |
2025 Annual LTI Awards Values for Our NEOs
(1)As described below, Ms. Blackwood was hired in March 2025 and received time-based RSUs in lieu of an annual award.
Additional Equity-Based Compensation
Additional Equity-Based Compensation 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 March 2025, upon her hire, the Compensation Committee granted two awards of time-based RSUs to Ms. Blackwood consisting of an award with a grant date fair value of $625,000 that vests annually over three years in lieu of her regular 2025 LTI annual award and an award with a grant date fair value of $400,000 that vests annually over two years in recognition of equity compensation forfeited from her former employer. In October 2025, upon his promotion to President and CEO, the Compensation Committee granted to Mr. Khales an RSU award with a grant date fair value of $550,000 that vests annually over three years in recognition of the time he served in the CEO role during 2025.
Vesting of 2023 Performance Stock Units
Vesting of 2023 Performance Stock Units As discussed in prior proxy statements, during 2023 the Company’s LTI program for NEOs included awards of the same vehicles and mix as those described above and granted in 2025, including separate awards of Financial PSUs and rTSR PSUs. Program design for the 2023 rTSR PSU awards was based on a performance-period that measured the Company’s rTSR beginning with the 20-day average stock price surrounding the grant date (January 20, 2023) and ending with the 20-day average stock price (including assumed reinvestment of dividends, if any) surrounding the third anniversary of the grant date (i.e., January 20, 2026), with the 20 days, measured as the nine trading days leading up to the grant date, the grant date and the 10 trading days following the grant date. The program goals for achievement and payout, measured as a percentile achievement against the peer group defined in the 2023 LTI program, 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 2026, the Compensation Committee certified that the rTSR for the performance period was at the 72nd percentile, resulting in 186.11% of the target shares being earned for the 2023 rTSR PSUs. The vesting date for these awards occurred during 2026, and as such, these shares do not appear in the “Option Exercises and Stock Vested in 2025” table below. Program design for the 2023 Financial PSU awards was based on the average of organic sales growth achievement levels for each year during a three consecutive year performance period with 3% growth being threshold payout, 5% growth being target payout, and 7% 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 5% during the entire period. At its meeting in February 2026, the Compensation Committee certified the results of each of the three fiscal years that were included in the performance period, which are 14.95%, 6.62% and 6.35% for 2023, 2024, and 2025, respectively, resulting in an annual payout factor of 200.0%, 181.0% and 167.5%, respectively, and a compound annual growth rate in excess of 5%. The average of the three annual payout factors resulted in a payout of 182.83% of the target shares being earned for the 2023 Financial PSUs. The vesting date for this award occurred during 2026, and as such, these shares do not appear in the “Option Exercises and Stock Vested in 2025” table below.
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 it determines appropriate, 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 day 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.
Change in Control Agreements and Severance Benefits
Change in Control Agreements and Severance Benefits We maintain change in control agreements for a limited number of key executives, including our NEOs, other than Messrs. Khales and Dziedzic (whose change in control severance benefits are contained in their respective agreements 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 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.
Employment and Retirement Agreements
•Mr. Dziedzic continued to serve as President and CEO until October 24, 2025, at which time he transitioned into a non-executive role as a Special Advisor and stepped down from the Board. •Mr. Dziedzic’s Special Advisor role continued until March 31, 2026. •As a Special Advisor, Mr. Dziedzic: i.Received a base salary equal to 100% of his annual CEO base salary rate; ii.Was not eligible for a grant of equity awards in 2026; iii.Received his 2025 plan year STI award based on performance; and iv.Was not eligible for a 2026 plan year STI award. •In connection with Mr. Dziedzic’s retirement and in exchange for a release of claims and an extension of his post-termination restrictive covenants from 24 to 36 months, the Company will modify Mr. Dziedzic’s outstanding equity awards to provide retirement eligibility treatment. In particular: i.Time-based RSUs will vest fully on Mr. Dziedzic’s retirement; ii.Performance-based RSUs will vest on a prorated basis under the terms of the awards applicable agreements based on the Company’s actual performance, subject to the Company’s applicable compensation clawback policies and provisions after Mr. Dziedzic’s retirement; and iii.Reimbursement of legal fees and expenses up to $25,000. The retirement agreement further provides that if Mr. Dziedzic’s employment is terminated without Cause (as defined in the former employment agreement) by the Company prior to March 31, 2026, he will be entitled to receive, in exchange for a release of claims (i) payment of a cash lump sum equal to the balance of the base salary he would have earned had he remained employed with the Company until March 31, 2026, (ii) retirement-related vesting of equity awards, with such outstanding RSUs and PSUs treated as if Mr. Dziedzic had remained employed with the Company until March 31, 2026, and (iii) payment of any earned but unpaid short-term cash incentive compensation under the Company’s fiscal year 2025 short-term incentive compensation program as if he remained employed through March 31, 2026, based on actual performance and paid generally at the same time as the Company’s other executives. This compensation is provided in lieu of, and in full satisfaction of, the severance compensation and benefits otherwise provided for under his employment agreement. See “Potential Payments Upon Termination of Employment or Change in Control” in this Proxy Statement for further information about the benefits provided by the retirement agreement.
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation paid or earned by each of the NEOs for fiscal years 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Payman Khales | 2025 | 637,019 | — | 2,149,878 | 363,631 | 61,332 | 3,211,860 | | President and CEO | 2024 | 550,000 | — | 899,905 | 447,305 | 10,500 | 1,907,710 | | | 2023 | 528,846 | — | 2,899,951 | 572,027 | 35,822 | 4,036,646 | | Diron Smith | 2025 | 499,135 | — | 1,724,858 | 321,007 | 23,964 | 2,568,964 | | Executive Vice President and Chief Financial Officer | 2024 | 440,000 | — | 1,599,937 | 410,718 | 22,142 | 2,472,797 | | | 2023 | 345,865 | — | 629,987 | 289,181 | 16,174 | 1,281,207 | | Lindsay K. Blackwood(5) | 2025 | 365,385 | 50,000 | 1,024,856 | 203,656 | — | 1,643,897 | | Senior Vice President, General Counsel and Corporate Secretary | | | | | | | | | Andrew Senn(5) | 2025 | 434,135 | 250,000 | 799,959 | 195,190 | 28,640 | 1,707,924 | | President, Cardio & Vascular | | | | | | | | | Jim Stephens(5) | 2025 | 504,423 | — | 949,874 | 227,853 | 10,500 | 1,692,650 | | President, Cardiac Rhythm Management & Neuromodulation | 2024 | 461,827 | — | 709,900 | 411,607 | 17,270 | 1,600,604 | | Joseph W. Dziedzic | 2025 | 1,235,000 | — | 5,999,951 | 1,323,766 | 112,615 | 8,671,332 | | Former President and CEO | 2024 | 1,235,000 | — | 5,499,932 | 1,811,560 | 128,887 | 8,675,379 | | | 2023 | 1,227,596 | — | 5,499,971 | 1,913,184 | 97,746 | 8,738,497 |
Summary Compensation Table
(1)For Ms. Blackwood, represents a cash sign-on payment as an inducement to join the Company. For Mr. Senn, represents special cash bonus for his exemplary work in completing the Precision Coating acquisition. (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 23, 2026. The grant date fair value reflected in the Stock Awards column is, (i) for RSUs, based on the grant date fair value of the underlying shares and, (ii) for Financial PSUs, based on the grant date fair value of the underlying shares and the probable outcome of performance-based vesting conditions (which is target performance), and (iii) for the rTSR PSUs, based on a Monte Carlo simulation value. The grant date fair values for the 2025 Financial PSUs reported in the table above, assuming maximum performance shall be achieved, are $1,066,524 for Mr. Khales, $1,149,996 for Mr. Smith, $533,262 for Mr. Senn, $633,090 for Mr. Stephens, and $3,999,888 for Mr. Dziedzic. For Ms. Blackwood includes an award with a grant date fair value of $624,921 that vests annually over three years in lieu of a regular 2025 LTI annual award and an award with a grant date fair value of $399,935 that vests annually over two years in consideration of the equity she forfeited at her prior company. For Mr. Khales, also includes an RSU award with a grant date fair value of $549,960 that vests annually over three years in recognition of the time he served in the CEO role during 2025. (3)Amounts for 2025 reflect the amount earned under the 2025 STI program, which were paid in March 2026. (4)Amounts for 2025 are itemized in the table below.
Summary Compensation Table
| Name | 401(k) Matching Contribution ($) | Restoration Plan Contributions ($) | Perquisites ($)(a) | Total ($) | | Payman Khales | 10,500 | 22,855 | 27,977 | 61,332 | | Diron Smith | 10,500 | — | 13,464 | 23,964 | | Lindsay K. Blackwood | — | — | — | — | | Andrew Senn | 10,500 | 18,140 | — | 28,640 | | Jim Stephens | 10,500 | — | — | 10,500 | | Joseph W. Dziedzic | 10,500 | 80,897 | 21,218 | 112,615 |
Summary Compensation Table
(a) The amounts shown include the value of perquisites and other personal benefits if the aggregate value exceeded $10,000. Perquisites represent executive disability benefits and an executive physical for Messrs. Khales, Senn and Dziedzic, executive life insurance premiums for Messrs. Khales and Smith, and legal expense reimbursement for Mr. Khales in connection with his employment agreement and for Mr. Dziedzic in connection with his retirement agreement. (5)Ms. Blackwood and Mr. Senn were not NEOs for 2024 or 2023, and therefore, their compensation is not reported for those years. Mr. Stephens was not an NEO for 2023, and therefore, his compensation is not reported for that year.
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table summarizes the grants of plan-based awards to each of the NEOs during 2025.
2025 Grants of Plan-Based Awards
| | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant-Date Fair Value of Stock Awards ($)(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 (#) | | | | Payman Khales | | 128,906 | 515,625 | 1,031,250 | | | | – | – | | | 01/17/25(3)(8) | | | | | | | 3,782 | 533,262 | | | 01/17/25(4)(8) | | | | 1,640 | 3,280 | 6,560 | – | 533,394 | | | 01/17/25(5)(8) | | | | 1,891 | 3,782 | 7,564 | – | 533,262 | | | 10/24/25(6)(8) | | | | | | | 7,543 | 549,960 | | Diron Smith | | 93,587 | 374,351 | 748,702 | | | | – | – | | | 01/17/25(3)(8) | | | | | | | 4,078 | 574,998 | | | 01/17/25(4)(8) | | | | 1,767 | 3,535 | 7,070 | – | 574,862 | | | 01/17/25(5)(8) | | | | 2,039 | 4,078 | 8,156 | – | 574,998 | | Lindsay K. | | 59,375 | 237,500 | 475,000 | | | | – | – | | Blackwood | 03/24/25(7)(8) | | | | | | | 5,333 | 624,921 | | | 03/24/25(7)(8) | | | | | | | 3,413 | 399,935 | | Andrew Senn | | 70,546 | 282,184 | 564,368 | | | | – | – | | | 01/17/25(3)(8) | | | | | | | 1,891 | 266,631 | | | 01/17/25(4)(8) | | | | 820 | 1,640 | 3,280 | – | 266,697 | | | 01/17/25(5)(8) | | | | 945 | 1,891 | 3,782 | – | 266,631 | | Jim Stephens | | 88,274 | 353,096 | 706,192 | | | | – | – | | | 01/17/25(3)(8) | | | | | | | 2,245 | 316,545 | | | 01/17/25(4)(8) | | | | 974 | 1,948 | 3,896 | – | 316,784 | | | 01/17/25(5)(8) | | | | 1,122 | 2,245 | 4,490 | – | 316,545 | | Joseph W. Dziedzic | | 385,937 | 1,543,750 | 3,087,500 | | | | – | – | | | 01/17/25(3)(8) | | | | | | | 14,184 | 1,999,944 | | | 01/17/25(4)(8) | | | | 6,149 | 12,299 | 24,598 | – | 2,000,063 | | | 01/17/25(5)(8) | | | | 7,092 | 14,184 | 28,368 | – | 1,999,944 |
2025 Grants of Plan-Based Awards
(1)Amounts represent potential cash awards under our 2025 STI program. Awards range from 25% to 200% of the target amount depending on the actual performance metric achieved. According to the 2025 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 2025 STI program, and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above for the actual amounts earned for 2025 performance. (2)The valuation of RSUs and PSUs 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 23, 2026. (3)Time-based RSUs granted under the 2025 LTI program. (4)rTSR PSU awards granted under the 2025 LTI program. The rTSR PSUs vest if the Company achieves certain three-year performance targets. (5)Financial PSU awards granted under the 2025 LTI program. The Financial PSUs vest if the Company achieves certain three-year performance targets. (6)Special time-based RSU award for Mr. Khales. (7)Special time-based RSU award for Ms. Blackwood. (8)For more information regarding these awards, please see the “Long-Term Incentive Plan” section of the CD&A.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth the outstanding equity awards for each of the NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | | | | Name | 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) ($) | | Payman Khales | 3,782(2) | 296,622 | 8,084(11) | 634,028 | | | 1,923(3) | 150,821 | 8,078(12) | 633,558 | | | 1,348(4) | 105,724 | 5,428(13) | 425,718 | | | 43,060(5) | 3,377,196 | 5,171(14) | 405,562 | | | 7,543(6) | 591,597 | | | | Diron Smith | 4,078(2) | 319,838 | 874(11) | 68,548 | | | 3,419(3) | 268,152 | 878(12) | 68,862 | | | 292(4) | 22,902 | 9,650(13) | 756,850 | | | 2,063(7) | 161,801 | 5,574(14) | 437,169 | | Lindsay K. Blackwood | 8,746(8) | 685,949 | | | | Andrew Senn | 1,891(2) | 148,311 | 2,560(11) | 200,781 | | | 726(3) | 56,940 | 2,558(12) | 200,624 | | | 2,224(4) | 174,428 | 2,051(13) | 160,860 | | | 3,846(9) | 301,642 | 2,585(14) | 202,742 | | Jim Stephens | 2,245(2) | 176,075 | 2,944(11) | 230,898 | | | 1,517(3) | 118,978 | 4,282(13) | 335,837 | | | 1,963(10) | 153,958 | 3,070(14) | 240,780 | | Joseph W. Dziedzic | 14,184(2) | 1,112,451 | 49,408(11) | 3,875,069 | | | 11,753(3) | 921,788 | 49,358(12) | 3,871,148 | | | 8,235(4) | 645,871 | 33,172(13) | 2,601,680 | | | | | 19,391(14) | 1,520,836 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1)Based on a stock price of $78.43, which was the closing price of our common stock on NYSE on December 31, 2025. (2)Time-based RSUs vesting in equal installments on January 17, 2026, January 17, 2027, and January 17, 2028. (3)Time-based RSUs vesting in equal installments on January 19, 2026, and January 19, 2027. (4)Time-based RSUs vesting on January 20, 2026. (5)Time-based RSUs vesting on February 24, 2026. (6)Time-based RSUs vesting in equal installments on October 24, 2026, October 24, 2027 and October 24, 2028. (7)Time-based RSUs vesting on May 8, 2026. (8)Time-based RSUs vesting as follows: 3,483 on March 24, 2026, 3,485 on March 24, 2027, and 1,778 on March 24, 2028. (9)Time-based RSUs vesting on January 19, 2027. (10)Time-based RSUs vesting on May 15, 2026. (11)Financial PSUs granted on January 20, 2023 (May 15, 2023 for Mr. Stephens) under the 2023 LTI program based on our organic sales growth measured over the period from January 1, 2023 through December 31, 2025, shown at maximum achievement as performance through December 31, 2025 was tracking above target. Financial PSU share amounts actually were 182.83% of target, determined by the Compensation Committee and vested in February 2026. For more information regarding these awards, please see the “Vesting of 2023 Performance Stock Units” section of the CD&A. (12)rTSR PSUs issued on January 20, 2023 under the 2023 LTI program with a 3-year performance period ending in January 2026, shown at maximum achievement as performance through December 31, 2025 was tracking above target. At its meeting in February 2026, the Compensation Committee certified that the rTSR for the performance period was at the 72nd percentile, resulting in 186.11% of the target shares being earned for the 2023 rTSR PSUs. For more information regarding these awards, please see the “Vesting of 2023 Performance Stock Units” section of the CD&A. (13)Financial and rTSR PSUs issued on January 19, 2024 under the 2024 LTI program, shown at target achievement as performance through December 31, 2025 was tracking above threshold but below target. Actual awards will be earned based on our organic sales growth measured over the period January 1, 2024 through December 31, 2026 and relative TSR measured over the period January 19, 2024 through January 19, 2027. 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 2024 LTI program (“2024 Peer Group”), provided that no shares will be earned if our relative TSR is not at or above the 25th percentile of the 2024 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 2027 that achievement of the performance metrics are certified by the Compensation Committee. (14)Financial and rTSR PSUs issued on January 17, 2025 under the 2025 LTI program. Financial PSUs included at threshold because the Company’s organic sales growth measured through the end of the first year of the three-year performance period did not exceed threshold levels and rTSR PSUs included at target given that the first full year of the performance period had not concluded as of December 31, 2025. 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 2028 that achievement of the performance metrics is certified by the Compensation Committee. For more information regarding these awards, please see the “Long-Term Incentive Plan” section of the CD&A.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table shows information with respect to stock options exercised during 2025 and the vesting during 2025 of RSUs previously granted to the NEOs.
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Name(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Payman Khales | — | — | 13,610 | 1,805,259 | | Diron Smith | — | — | 5,753 | 751,397 | | Andrew Senn | — | — | 6,935 | 934,067 | | Jim Stephens | — | — | 1,249 | 165,341 | | Joseph W. Dziedzic | 74,261 | 6,115,731 | 109,745 | 14,511,467 |
Option Exercises and Stock Vested in 2025
(1)Ms. Blackwood joined the Company in March 2025 and had no equity awards vest during 2025. (2)For option awards, the value realized is based on the difference between the market price and the exercise price on the date of exercise, and for RSUs and PSUs, the value realized is based on the closing price of our common stock on the date the shares vested.
2025 Nonqualified Deferred Compensation Benefits
2025 Nonqualified Deferred Compensation Benefits We offer a market-competitive nonqualified savings restoration program for the Company’s officers, including our NEOs, intended to create equitable contributions to our retirement savings programs that otherwise are capped by statutory limits. The following table sets forth the NEOs who participated in the program, their contributions, Company contributions, aggregate earnings on that value during 2025 (none of which were above market or otherwise preferential), and the year-end value of these programs.
2025 Nonqualified Deferred Compensation Benefits
| Name(1) | Executive Contributions in 2025 ($)(2) | Registrant Contributions in 2025 ($)(3) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals / Distributions in 2025 ($) | Aggregate Balance as of December 31, 2025 ($) | | Payman Khales | 45,710 | 22,855 | 39,500 | — | 294,197 | | Andrew Senn | 36,280 | 18,140 | 21,204 | — | 173,691 | | Joseph W. Dziedzic | 161,794 | 80,897 | 146,347 | — | 1,158,758 |
2025 Nonqualified Deferred Compensation Benefits
(1)Messrs. Smith and Stephens and Ms. Blackwood did not participate in the plan as of and during the year ended December 31, 2025. (2)Executive contributions are included in the “Salary” column of the Summary Compensation Table. (3)Company contributions are reported in the “All Other Compensation” column of the Summary Compensation Table.
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. 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, other than for Mr. Khales whose time-based award granted in October 2025 will vest on a pro-rated basis. In the event that Mr. Dziedzic’s employment is terminated by the Company without cause or Mr. Dziedzic terminates 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. Please see “Other Features of Our Executive Compensation Program,” above for additional details with respect to termination benefits. The following table presents the benefits that would have been received by Mr. Khales under his employment agreement in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2025.
Potential Payments Upon Termination of Employment or Change in Control
| | Salary & Bonus ($) | Severance ($)(1) | Acceleration of Stock-Based Awards ($)(2) | Continuance of Benefits ($)(3) | Total ($) | | Death and Permanent Disability | — | — | 6,135,344 | — | 6,135,344 | | Termination Without Cause | — | 3,500,000 | 935,278 | 38,000 | 4,473,278 | | Termination With Good Reason | — | 3,500,000 | 935,278 | 38,000 | 4,473,278 |
Potential Payments Upon Termination of Employment or Change in Control
(1) Severance is equal to two times base salary plus target bonus. (2) Based upon the closing price of our common stock on NYSE of $78.43 on December 31, 2025. Termination due to death or permanent disability calculations include the value of all unvested time-based awards and the value of performance-based awards at target achievement. Termination without cause and termination with good reason calculations include a pro-rated portion of his unvested time-based awards granted in October 2025 and the value of a pro-rated portion of the 2023 and 2024 performance-based awards at target achievement. (3) Payment equal to 110% of the Company’s contributions toward medical insurance for the prior month times 24. The following table presents the benefits that would have been received by Mr. Smith under his employment offer letter in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2025.
Potential Payments Upon Termination of Employment or Change in Control
| | Salary & Bonus ($) | Severance ($)(1) | Acceleration of Stock-Based Awards ($)(2) | Continuance of Benefits ($)(3) | Total ($) | | Death and Permanent Disability | — | — | 2,195,334 | — | 2,195,334 | | Termination Without Cause | — | 515,000 | 558,971 | 20,100 | 1,094,071 |
Potential Payments Upon Termination of Employment or Change in Control
(1)Severance is equal to one times base salary. (2)Based upon the closing price of our common stock on NYSE of $78.43 on December 31, 2025. Termination due to death or permanent disability calculations include the value of all unvested time-based awards and the value of performance-based awards at target achievement. Termination without cause calculations include the value of a pro-rated portion of the 2023 and 2024 PSUs at target achievement level. (3)Payment equal to the assumed amount of the Company’s contributions toward medical insurance benefits for 12 months. The following table presents the benefits that would have been received by Ms. Blackwood under her employment offer letter in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2025.
Potential Payments Upon Termination of Employment or Change in Control
| | Salary & Bonus ($) | Severance ($)(1) | Acceleration of Stock-Based Awards ($)(2) | Continuance of Benefits ($)(3) | Total ($) | | Death and Permanent Disability | — | — | 685,949 | — | 685,949 | | Termination Without Cause | — | 475,000 | — | 20,100 | 495,100 |
Potential Payments Upon Termination of Employment or Change in Control
(1)Severance is equal to one times base salary. (2)Based upon the closing price of our common stock on NYSE of $78.43 on December 31, 2025. Termination due to death or permanent disability calculations include the value of all unvested time-based awards. The following table presents the benefits that would have been received by Mr. Senn in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2025.
Potential Payments Upon Termination of Employment or Change in Control
| | Salary & Bonus ($) | Severance ($)(1) | Acceleration of Stock-Based Awards ($)(2) | Continuance of Benefits ($)(3) | Total ($) | | Death and Permanent Disability | — | — | 1,319,820 | — | 1,319,820 | | Termination Without Cause | — | 450,000 | 301,328 | 20,400 | 771,728 |
Potential Payments Upon Termination of Employment or Change in Control
(1)Severance is equal to one times base salary. (2)Based upon the closing price of our common stock on NYSE of $78.43 on December 31, 2025. Termination due to death or permanent disability calculations include the value of all unvested time-based awards and the value of performance-based awards at target achievement. Termination without cause calculations include the value of a pro-rated portion of the 2023 and 2024 PSUs at target achievement level. (3)Payment equal to the assumed amount of the Company’s contributions toward medical insurance benefits for 12 months. The following table presents the benefits that would have been received by Mr. Stephens under his employment offer letter in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2025.
Potential Payments Upon Termination of Employment or Change in Control
| | Salary & Bonus ($) | Severance ($)(1) | Acceleration of Stock-Based Awards ($)(2) | Continuance of Benefits ($)(3) | Total ($) | | Death and Permanent Disability | — | — | 1,229,155 | — | 1,229,155 | | Termination Without Cause | — | 515,000 | 331,367 | 20,100 | 866,467 |
Potential Payments Upon Termination of Employment or Change in Control
(1)Severance is equal to one times base salary. (2)Based upon the closing price of our common stock on NYSE of $78.43 on December 31, 2025. Termination due to death or permanent disability calculations include the value of all unvested time-based awards and the value of performance-based awards at target achievement. Termination without cause calculations include the value of a pro-rated portion of the 2023 and 2024 PSUs at target achievement level. (3)Payment equal to the assumed amount of the Company’s contributions toward medical insurance benefits for 12 months. The following table presents the benefits that would have been received by Mr. Dziedzic under his retirement agreement in the event of a hypothetical termination, other than in connection with a change in control, as of December 31, 2025.
Potential Payments Upon Termination of Employment or Change in Control
| | Salary & Bonus ($) | Acceleration of Stock-Based Awards ($)(1) | Continuance of Benefits ($)(2) | Total ($) | | Death and Permanent Disability | 1,235,000 | 11,231,960 | 13,900 | 12,480,860 | | Termination Without Cause(3) | 1,628,287 | 8,832,551 | — | 10,460,838 |
Potential Payments Upon Termination of Employment or Change in Control
(1) Based upon the closing price of our common stock on NYSE of $78.43 on December 31, 2025. Termination due to death or permanent disability calculations include 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. (3) Salary & Bonus represents remaining base salary through March 31, 2026, and earned but unpaid 2025 STI. As discussed under “Other Features of Our Executive Compensation Program,” we have entered into change in control agreements with our NEOs, other than Messrs. Dziedzic and Khales. 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 are both a change in control of the Company and a 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 for Messrs. Dziedzic and Khales would be eligible to receive upon the occurrence of a change in control under the terms of his employment agreement, please see the “Employment and Retirement 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. If approved by stockholders at the Annual Meeting, the 2026 Omnibus Incentive Plan will establish a flexible default double trigger vesting provision for incentive awards that are continued or assumed in connection with a change in control. Under this default provision, incentive awards that are not continued or assumed in connection with a change in control will receive accelerated vesting. Based upon the hypothetical termination date of December 31, 2025, following a change in control and assuming a termination without cause or resignation by an NEO with good reason and the full acceleration of outstanding equity awards, the benefits for our NEOs would be as follows:
Potential Payments Upon Termination of Employment or Change in Control
| Name | Salary & Bonus ($) | Acceleration of Stock-Based Awards ($)(1) | Continuance of Benefits ($) | OutplacementServices ($) | 2025 Annual Incentive ($) | Total ($) | | Payman Khales | 3,500,000 | 6,135,344 | 104,700 | 25,000 | 363,631 | 9,765,044 | | Diron Smith | 1,802,500 | 2,195,334 | 57,800 | 25,000 | N/A | 4,080,634 | | Lindsay K. Blackwood | 1,567,500 | 685,949 | 36,800 | 25,000 | N/A | 2,315,249 | | Andrew Senn | 1,485,000 | 1,319,820 | 95,300 | 25,000 | N/A | 2,925,120 | | Jim Stephens | 1,751,000 | 1,229,155 | 57,800 | 25,000 | N/A | 3,062,955 | | Joseph W. Dziedzic(2) | 304,521 | 11,231,960 | — | — | 1,323,766 | 12,860,247 |
Potential Payments Upon Termination of Employment or Change in Control
(1)Based upon the closing price of our common stock on NYSE of $78.43 on December 31, 2025. (2)Salary & Bonus represent remaining base salary through March 31, 2026.
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: •We used 2025 taxable compensation as of December 31, 2025, 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. •We 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 have a presence, including 4,310 U.S. employees and 6,025 non-U.S. employees. •In accordance with the SEC’s pay‑ratio disclosure rules, we excluded 232 employees who became part of our workforce during the fiscal year as a result of the acquisition of Precision Coatings and 45 employees who remain on a Transition Services Agreement with VSi Parylene. •To express the earnings of employees outside the United States in U.S. Dollars, we used foreign exchange rates as of December 31, 2025, 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. We had two individuals serve as CEO during fiscal 2025. We selected the individual serving in such role as of the measurement date, December 31, 2025, which was Mr. Khales. For purposes of calculating the CEO pay ratio, we annualized the base salary and cash incentive award of our current CEO, Mr. Khales, who began serving in the role on October 24, 2025, and we included all other components of his compensation in the same amounts as disclosed in the Summary Compensation Table. Mr. Khales’ annualized base salary was $875,000 (representing his base salary as CEO effective October 24, 2025), and his annualized cash incentive award would have been $750,313 (representing the value of Mr. Khales’ 2025 cash incentive award assuming his target opportunity and base salary as CEO and the actual Company performance payout factor of 85.75%). Accordingly, Mr. Khales’ annualized total compensation for the purposes of this calculation was $3,836,523. As calculated using the methodology required for preparation of the Summary Compensation Table, the annualized total CEO compensation was $3,836,523 and the annual total compensation of the median employee was $44,550, resulting in a ratio of 86 to 1. The Company’s pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S–K based upon the Company’s payroll and employment records and the methodologies described above. The SEC rules permit companies to employ various methodologies, exclusions and reasonable estimates to derive the pay ratio calculation representative of their respective employee populations and compensation practices. Based upon this variability, the estimated ratio reported above should not be interpreted as a basis for comparison between companies.
Pay Versus Performance
Pay Versus Performance We are providing the following information pursuant to Item 402(v) of Regulation S-K. For detail on the Company’s executive compensation programs, see the CD&A section beginning on page 28.
Pay Versus Performance
| Year(1) | Summary Compensation Table Total for PEO Joseph W. Dziedzic ($) | Compensation Actually Paid to PEO Joseph W. Dziedzic(2) ($) | Summary Compensation Table Total for PEO Payman Khales ($) | Compensation Actually Paid to PEO Payman Khales(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands) ($) | Organic Sales Growth(5) (%) | | | | | | | | | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(4) ($) | | | | 2025 | 8,671,332 | (5,377,560) | 3,211,860 | (1,660,895) | 1,903,359 | 470,718 | 96.60 | 116.30 | 102,808 | 6.4 | | 2024 | 8,675,379 | 23,575,569 | — | — | 1,979,423 | 3,664,889 | 163.22 | 108.93 | 119,896 | 7.3 | | 2023 | 8,738,497 | 25,228,291 | — | — | 1,969,459 | 2,431,453 | 122.03 | 100.29 | 90,650 | 15.0 | | 2022 | 11,495,237 | 9,908,982 | — | — | 2,010,130 | 1,937,603 | 84.32 | 97.17 | 66,377 | 6.5 | | 2021 | 6,922,075 | 5,987,158 | — | — | 1,456,322 | 1,337,867 | 105.42 | 121.04 | 96,808 | 13.2 |
Pay Versus Performance
(1)The following table lists the PEO and non-PEO NEOs for 2025, 2024, 2023, 2022 and 2021:
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | Joseph W. Dziedzic, Payman Khales | Diron Smith, Lindsay K. Blackwood, Andrew Senn and Jim Stephens | | 2024 | Joseph W. Dziedzic | Diron Smith, John Harris, Payman Khales and Jim Stephens | | 2023 | Joseph W. Dziedzic | Diron Smith, Payman Khales, McAlister Marshall, Kirk Thor, Jason K. Garland and Jennifer M. Bolt | | 2022 | Joseph W. Dziedzic | Jason K. Garland, Jennifer M. Bolt, Carter Houghton and Payman Khales | | 2021 | Joseph W. Dziedzic | Jason K. Garland, Joel Becker, Jennifer M. Bolt and Payman Khales |
Pay Versus Performance
(2)Compensation Actually Paid (“CAP”) does not necessarily reflect compensation actually earned, realized, or received by the PEO or the non-PEO NEOs, but reflects adjustments made to the Summary Compensation Table totals for the PEO and non-PEO NEOs in accordance with Item 402(v) of Regulation S-K as set forth below. The valuation assumptions used to calculate fair value, or change in fair value, as applicable, were made in accordance with FASB ASC Topic 718 and the valuation assumptions did not materially differ from those disclosed at the time of the grant.
Pay Versus Performance
| Summary Compensation Table Total to CAP Reconciliation | | | | | | | Fiscal Year 2025 | | | | | Names | Reported Summary Compensation Table Total ($) | Minus: Reported Summary Compensation Table Value of Equity Awards ($) | Plus: Equity Award Adjustments ($)(i) | Compensation Actually Paid ($) | | Joseph W. Dziedzic | 8,671,332 | 5,999,951 | (8,048,941) | (5,377,560) | | Payman Khales | 3,211,860 | 2,149,878 | (2,722,877) | (1,660,895) | | Average for Non-PEO NEOs | 1,903,359 | 1,124,887 | (307,754) | 470,718 |
Pay Versus Performance
(i)The equity award adjustments 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.
Pay Versus Performance
| | Equity Award Adjustments | | | | | | | | Fiscal Year 2025 | | | | | | | Names | 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 ($) | Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) | Change in Fair Value of Awards Forfeited in the Year ($) | Total Equity Award Adjustments ($) | | Joseph W. Dziedzic | 3,173,418 | (11,236,620) | — | 14,261 | — | (8,048,941) | | Payman Khales | 1,437,788 | (4,167,788) | — | 7,123 | — | (2,722,877) | | Average for Non-PEO NEOs | 630,930 | (940,367) | — | 1,683 | — | (307,754) |
Pay Versus Performance
(3)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, 2020. (4)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, 2020 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, 2025. (5)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.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The illustrations below provide a graphical description of CAP and the following measures: •the Company’s TSR and the Peer Group’s TSR; •the Company’s Net Income; and •the Company Selected Measure, which for Integer is Organic Sales Growth.
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 2025, each non-employee director was paid a retainer of between $260,000 and $380,000, depending on the role of the director, in a combination of cash and equity awards. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill-level required for members of the Board. Directors who are also employees of the Company receive no additional remuneration for services as a director. All awards and changes to directors’ compensation are approved by the Board. In addition to the cash and equity retainers described below, the Company also reimburses each non-employee director for all reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the Board and its committees.
Equity Retainers
| Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Sheila Antrum | 90,000 | 179,984 | 269,984 | | Pamela G. Bailey | 140,000 | 239,900 | 379,900 | | Cheryl C. Capps | 80,000 | 179,984 | 259,984 | | Michael J. Coyle | 42,766 | 164,998 | 207,764 | | James F. Hinrichs | 110,000 | 179,984 | 289,984 | | Jean Hobby | 90,000 | 179,984 | 269,984 | | Tyrone Jeffers | 90,000 | 179,984 | 269,984 | | M. Craig Maxwell | 96,099 | 179,984 | 276,083 | | Filippo Passerini | 90,000 | 179,984 | 269,984 | | Donald J. Spence | 98,901 | 179,984 | 278,885 | | William B. Summers, Jr.(3) | 35,110 | — | 35,110 |
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.