🧾 What This Document Is

This is a DEF 14A, or "Proxy Statement," for Integer Holdings Corporation. You'll often hear it called "proxy materials." Think of it as the company's official invitation and information packet for its annual shareholder meeting.

Its main job is to ask shareholders (that's you, if you own stock) to vote on key company decisions. The meeting is scheduled for May 20, 2026, in Plano, Texas. This document explains what you're voting on and provides the details you need to make informed choices.

🏢 What The Company Does

👉 In simple terms, Integer Holdings is a major medical device outsource manufacturer. They design and build the essential electronic components and batteries that go inside other companies' medical devices—like pacemakers, neurostimulators, and surgical tools. They don't make the final device you see; they make the critical "guts" inside.

They operate in the fast-growing medical technology industry, serving big-name device makers. Their role is crucial for innovation and reliability in healthcare.

📋 The Four Things You're Voting On

The meeting has four main proposals. The Board of Directors recommends voting FOR all of them.

Elect 11 Directors: Vote to approve the proposed board members for one-year terms.
Ratify the Auditor: Vote to confirm Deloitte & Touche LLP as the company's independent accounting firm for 2026. They've been the auditor since 1985.
Approve Executive Pay (Advisory Vote): This is the "say-on-pay" vote. It's a non-binding check-in where shareholders express their opinion on the compensation paid to the top executives.
Approve a New Incentive Plan: Vote on adopting the 2026 Omnibus Incentive Plan, which will replace the expiring 2021 plan. This is how the company grants stock awards to employees and directors.

👥 Meet the Board Nominees

The board provides a diverse set of skills. Here’s a quick look at the 11 nominees:

Healthcare Experts: People like Sheila Antrum (UCSF Health COO) and Michael Coyle (former iRhythm CEO) bring deep medical industry knowledge.
Financial & Operational Leaders: James Hinrichs (Audit Chair, CFO experience) and Cheryl Capps (ex-Corning supply chain chief) provide financial and operational oversight.
New Additions: James Flanagan (ex-PwC COO) and Aaron Kapito (Politan Capital co-founder) joined in 2026, partly due to an agreement with an activist investor.
The New CEO: Payman Khales joined the board when he became CEO in October 2025.

👉 The board emphasizes a mix of healthcare experience, financial savvy, global operations, and innovation leadership.

💰 The Auditor's Bill (Fees for 2025)

The company paid its auditor, Deloitte & Touche, a total of $3.33 million in 2025. Here's the breakdown:

Audit Fees: $3.17 million (for the main financial statement audits)
Audit-Related Fees: $26,748 (for auditing the employee 401(k) plan)
Tax Fees: $129,242 (for tax compliance and planning)

👉 This is up from about $2.9 million in 2024, primarily due to higher audit fees.

📦 The New Incentive Plan (Proposal 4)

This is a big deal. The old 2021 plan is running out of shares. The new 2026 Omnibus Incentive Plan seeks to add 1 million new shares plus recycle shares from the old plan.

Key Features & Why It Matters:

Purpose: To attract, retain, and motivate employees by granting them stock awards (like options or restricted stock units). It's a key part of compensation.
Governance: It includes "best practices" like no "evergreen" clause (auto-increasing shares), clawback provisions, and double-trigger vesting on change of control (meaning you get your equity only if you're also fired after a merger).
Impact: If shareholders don't approve it, the company says it will be at a "significant competitive disadvantage" in hiring talent because it can't offer competitive stock-based pay.
Dilution: If approved, the total potential dilution ("overhang") would rise from 3.6% to 6.3%.

💸 Executive Compensation Highlights

The "Compensation Discussion and Analysis" section details how executives are paid. The philosophy is to tie pay closely to performance.

Pay Mix: A significant portion is "at-risk," meaning it's not guaranteed. It's based on hitting company goals.
Long-Term Incentives (LTI): For 2025, two-thirds of the annual stock award was tied to performance metrics:
1. Organic sales growth over 3 years (ending 2027).
2. Total shareholder return (TSR) vs. a peer group over 3 years.
CEO Pay: The Summary Compensation Table shows former CEO Joseph Dziedzic had total compensation of $8.56 million for 2025, and new CEO Payman Khales had $7.24 million for his partial year.

🔮 What's Next & Broader Context

Leadership Transition: The company completed a CEO handoff from Joseph Dziedzic to Payman Khales in late 2025.
Board Refreshment: Two long-standing directors are stepping down, and four new directors have been added in the past year, showing active board evolution.
Activist Influence: The addition of directors Flanagan and Kapito followed an agreement with activist investor Irenic Capital Management. This signals the board is actively engaging with and responding to shareholder perspectives.
Focus Areas: The company highlights its work on operational excellence, technology, and digital initiatives as key drivers for future growth.

⚖️ Strengths & Risks

👍 Strengths:
- Strong Governance: Highlights include annual director elections, independent board chair, robust stock ownership guidelines, and no "poison pill."
- Industry Position: Integer is a critical supplier in the growing medtech space.
- Performance-Tied Pay: Executive compensation is heavily linked to measurable company results.
⚠️ Risks:
- Execution Risk: Transitioning to a new CEO always carries inherent risk.
- Customer Concentration: As an outsource manufacturer, its success is tied to the fortunes and decisions of its large medical device customers.
- Approval Dependency: The company's ability to compensate and retain talent hinges on shareholder approval of the new incentive plan.

🧠 The Analogy

Think of this proxy statement like the agenda and briefing packet for a big family shareholders' meeting. You're being asked to vote on who sits on the family council (the board), approve the family accountant (Deloitte), give a non-binding nod to how the family managers are paid, and decide whether to refresh the stock options pool used to incentivize the family business's key employees. The packet gives you all the financial details and bios you need before casting your vote.

🧩 Final Takeaway

This proxy outlines a company in transition—new CEO, refreshed board (partly due to activist engagement), and a crucial vote on its employee incentive plan. Shareholders are essentially being asked to approve the leadership and the compensation tools management believes are necessary to drive future performance in the competitive medical device industry.

Integer Holdings Corp — DEF 14A Filing