Integra Lifesciences Holdings Corp DEF 14A, filed Apr 6, 2023

Integra Lifesciences Holdings Corp (IART)

DEF 14A 2023-04-06

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Added on June 12, 2026

About this DEF 14A

Integra Lifesciences Holdings Corp filed this DEF 14A on April 6, 2023.

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o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


Proxy Summary			1
Cautionary Note Regarding Forward-Looking Statements			6
Proposal 1: Election of Directors			7
2023 Director Nominees			7
Criteria for Board Membership and Director Qualifications			7
Director Nominees			10
Information Concerning Meetings, Executive Sessions and Certain Committees			15
Board Leadership Structure			19
The Board’s Role in Risk Oversight			20
Compensation Committee Interlocks and Insider Participation			22
Environmental, Social and Governance (ESG) Initiatives			22
Risk Assessment Regarding Compensation Policies and Practices			25
Director Attendance at Annual Meetings			26
Communications with the Board			26
Director Compensation			27
Information About Executive Officers			28
Compensation Discussion and Analysis			31
Executive Compensation Philosophy			31
Summary of Our 2022 Decisions			32
Supporting Our Pay-for-Performance Philosophy			33
Compensation Best Practices			35
Elements of the Executive Compensation Program			37
Analysis of 2022 Compensation Decisions			38
2022 Equity Compensation Decisions			44
Other Benefits			46
Other Key Features of Our Executive Compensation Program			47
Employment and Post-Employment Arrangements			48
Compensation Committee Report			51
Compensation of Executive Officers			52
Summary Compensation Table			52
Grants of Plan-Based Awards Table			54
Outstanding Equity Awards at Fiscal Year-End			56
Options Exercised and Stock Vested			59
Nonqualified Deferred Compensation			60
Potential Payments Upon Termination or Change in Control			60


CEO Pay Ratio Disclosure			64
Pay versus Performance Disclosure			64
Equity Compensation Plan Information			68
Certain Relationships and Related Transactions			69
Audit Committee Report			73
Proposal 2: Ratification of Independent Registered Public Accounting Firm			70
Proposal 3: Advisory Vote on Named Executive Officer Compensation			72
Proposal 4: Advisory Vote on Frequency of Advisory Vote			74
Principal Stockholders			75
Delinquent Section 16(a) Reports			77
General Information about the Annual Meeting and Voting			77
Purpose of the Meeting			77
Proposals and Voting Recommendation of Our Board			77
Record Date			78
Voting and Revocability of Proxies			78
How to Vote In Advance or at the Virtual Annual Meeting			79
Other Matters			80
Appendix A — Non-GAAP Financial Measures			82


Proposal	Board Recommendation	Page

1.To elect eight directors of the Company to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.	FOR	7
	each nominee
2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2023.	FOR	70
3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers.	FOR	72
4.To approve, on a non-binding, advisory basis, the frequency of the advisory approval of the compensation of our named executive officers.	ONE YEAR	74


					Committee Memberships				Other Current Public Company Boards
Name	Age*	Director Since	Independence	Occupation	A	C	G	F

Jan De Witte	58	2021	CEO	President and CEO, Integra LifeSciences Holdings Corporation					01
Stuart M. Essig, Ph.D.	61	1997		Managing Director, Prettybrook Partners, LLC					02
Keith Bradley, Ph.D.	78	1992		Retired Professor of International Management and Management Strategy, Open University and Cass Business School, U.K.					—
Shaundra D. Clay	52	2021		Global Vice President of Finance, Beam Suntory, Inc.					—
Barbara B. Hill	70	2013		Operating Partner, NexPhase Capital					01
Renee W. Lo	42	2022		Partner CTO (APAC), Google					—
Donald E. Morel, Jr., Ph.D.**	65	2013		Retired Chief Executive Officer, West Pharmaceutical Services, Inc.					02
Raymond G. Murphy	75	2009		Retired Senior Vice President and Treasurer, Time Warner Inc.					—
Christian S. Schade	62	2006		Growth Partner, Flagship Pioneering					01


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.


2022 Business Highlights
Integra LifeSciences Holdings Corporation is a global leader in neurological solutions and regenerative tissue technologies dedicated to limiting uncertainty for clinicians so they can focus on providing the best patient care. We manufacture and sell medical technologies and products in two reportable business segments: Codman Specialty Surgical and Tissue Technologies. Our core values — Integrity; Our People; Excellence; Embracing Change; Decisiveness; and Teamwork — guide our approach to doing business. We believe how we do our work is just as important as what we do. As our company grows, we will stay focused on our path to fulfilling Integra’s vision—to be one of the most admired global healthcare technology companies—committed to becoming better and smarter in delivering breakthrough outcomes for patients and surgeons while strengthening our commitment to the greater good. 2022 Year in Review Despite a challenging macroeconomic and supply environment, we delivered total revenues of $1,557.7 million in 2022, representing an increase of 1.0% on a reported basis and an increase of 4.2% on an organic basis compared to full-year 2021. The Company reported GAAP net income of $180.6 million for the full-year 2022. Adjusted EBITDA for the full-year 2022 was $411.3 million, an increase of $10.7 million over the prior year. Fiscal 2022 operational highlights include: •In the U.S., completed the launch of our Aurora® Evacuator plus coagulation and the NeuraGen 3D •Extended the CUSA® Clarity portfolio with the launch of a laprascopic and bone and tips •Entered into a distribution agreement for the Neutus® external ventricular drain (EVD), our first external ventricular drain in China •Completed acquisition of Surgical Innovation Associates, Inc., bolstering our reconstructive surgery product portfolio and providing additional growth opportunities for our Tissue Technologies segment			$1,557.7m Reported GAAP Total Revenues 1.0% Reported Revenue growth and 4.2% Organic revenue growth compared to fiscal year 2021 Growth driven by solid demand recovery and the strength of our diverse portfolio
			$180.6m Reported GAAP Net Income, an increase of $11.5m and $411.3m Adjusted EBITDA, an increase of $10.7 million, in each compared to fiscal year 2021 Driven by careful management of operating expenses
•Achieved double digit growth in China and Japan and saw share gains for both our CUSA® platform and CERTAS™ Plus Programmable Valve in Europe •Further refined the portfolio by divesting of non-core traditional wound care business •Completed ACell portfolio integration •Closed a high-cost manufacturing facility in France and outsourced select back-office functions, permitting the redeployment of resources to our strategic imperatives •Further strengthened our executive leadership team — including appointing our first Chief Digital Officer and President, International, our first executive vice president outside of the U.S.


•In conjunction with an in-depth review of our divisional product-market strategies, we finalized a global strategic roadmap and mergers and acquisitions gameboard, which we believe much more clearly highlights opportunities which will contribute to our growth strategy •Developed our sustainability roadmap and published our inaugural environmental, social and governance ("ESG") report •Advanced our diversity and inclusion efforts through various initiatives led by our employee resources groups, including the formation of our PRIDE employee resource group •Named to Best Places to Work in NJ and Awarded Great Place to Work - CertifiedTM Organization in China
Despite the difficult economic and supply environment, we remained focused on doing right by customers and patients while also delivering on our financial commitments to our stockholders. We met our full year organic growth target, advanced strategic initiatives and bolstered key operational and organizational capabilities. Our accomplishments in 2022 not only expanded our portfolio but strengthened our capabilities to catalyze future growth. We are well positioned to further accelerate our growth and investments in strategic priorities.


Number of Directors			9

Percentage of directors who are Independent			89%
Stockholder right to call a special meeting of stockholders
All non-employee directors are independent
Risk oversight by the full Board and its committees
Majority voting standard for uncontested director elections
Four fully independent standing Board committees
Annual Board and committee self-evaluations, and individual evaluations of nominees for reelection
Meaningful stock ownership guidelines for executive officers
Prohibition on hedging and pledging of our stock
Recoupment/clawback policy


									9

			Majority of compensation is performance-based incentives						Recoupment/clawback provisions for both long-term incentive and short-term incentive awards
			Performance measures align with shareholder interests						Significant stock ownership guidelines
			No guaranteed minimums						“Double trigger” vesting for all long-term incentive awards
			Caps on performance incentives payments						Anti-hedging and anti-pledging policy
			No repricing of stock options						Limited perquisites and personal benefits
			Compensation Committee oversight of annual compensation risk assessment						Compensation decisions reflect peer group pay levels and practices


						The Board of Directors hereby recommends that the stockholders of the Company vote “FOR” the election of each nominee for director.


						Jan De Witte – President and Chief Executive Officer

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


Age: 58 Director since: 2021


						Keith Bradley, Ph.D. – Former Professor of International Management & Management Strategy, Open University and Cass Business School, U.K.

						Dr. Bradley has been a consultant to a number of business, government and international organizations. Dr. Bradley was formerly a visiting professor at the Harvard Business School, Wharton and UCLA, a visiting fellow at Harvard’s Center for Business and Government and a professor of international management and management strategy at the Open University and Cass Business School, U.K. Dr. Bradley has taught at the London School of Economics and was the director of the School’s Business Performance Group for more than six years. Dr. Bradley was formerly an adviser to RPH Capital, Canada. Other Public Company Directorships: Dr. Bradley is a director-nominee at Cognos Therapeutics, Inc., a medical technology company which is currently in the process of becoming a publicly traded company. Prior to its merger with Orthofix Medical Inc. (Nasdaq:OFIX) in 2023, Dr. Bradley was a director of SeaSpine Holdings Corporation from 2015 to 2023. Other Professional Experience and Community Involvement: Dr. Bradley served as a director and chair of North Star Capital Management Limited and GRS Financial Solutions Limited. Between 1996 and 2003, he was a director of Highway Insurance plc, an insurance company listed on the London Stock Exchange. Education: Dr. Bradley received B.A. (Hons) degree from Middlesex University, and M.A. and Ph.D. degrees from the British University of Essex, UK. Key Qualifications: Dr. Bradley has served on the boards of publicly traded companies for over 30 years. Dr. Bradley’s qualifications include international experience, extensive business experience in the healthcare and medical device industries, and financial literacy.


Age: 78 Director since: 1992 Committees: Nominating and Corporate Governance, Compensation, Finance


						Shaundra D. Clay – Global Vice President, Beam Suntory

						Since 2021, Ms. Clay has served as the global vice president of finance at Beam Suntory, Inc. a global premium spirits company, where she is responsible for enterprise-wide financial planning and analysis and leads the integration of the short-, mid-, and long-term planning processes to optimize resource deployment. Prior to Beam Suntory, Ms. Clay was a managing director in the commercial banking group at JP Morgan Chase. Ms. Clay also spent 13 years in leadership roles within the healthcare industry in the United States and internationally. She served as chief financial officer for Australia, Canada, and Europe at Eli Lilly and Company and spent several years at Medtronic in a variety of leadership roles in the U.S. and abroad, including as chief financial officer for the cardiac & vascular group for Western Europe and Canada. Ms. Clay began her career in accounting and financial analytics at Allstate Insurance Corporation. Other Professional Experience and Community Involvement: Ms. Clay currently serves on the board of directors for the Executive Leadership Council as well as the board of trustees of the Rosalind Franklin University of Medicine & Science. Education: She earned a Bachelor’s degree in accounting from Clark Atlanta University and her M.B.A. from the University of Illinois at Chicago. Ms. Clay is an alumna of the Wharton School of the University of Pennsylvania, where she completed the Advanced Management Program. Key Qualifications: Ms. Clay has extensive experience in finance, the healthcare industry, and international business, having served in senior leadership roles abroad. Her qualifications include finance, healthcare, global business management, risk assessment expertise and as a corporate executive.


Age: 52 Director since: 2021 Committees: Audit


						Stuart M. Essig, PH.D. – Managing Director, Prettybrook Partners, LLC

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


Age: 61 Director since: 1997


Gender			Independence


l Male			l Independent
l Female			l President/CEO


						Barbara B. Hill – Operating Partner, NexPhase Capital

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


Age: 70 Director since: 2013 Presiding Director Committees: Nominating and Corporate Governance


						Renee W. Lo – Partner CTO, APAC Google

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


Age: 42 Director since: 2022 Committees: Compensation


						Raymond G. Murphy – Retired Senior Vice President & Treasurer, Time Warner, Inc.

						Mr. Murphy has held several executive level roles with publicly-traded companies including Time Warner Inc., serving as Senior Vice President & Treasurer of Time Warner, Inc., responsible for all U.S. and international corporate finance, project (real estate and film) finance, cash management, foreign exchange and interest rate risk management, public debt and equity financing, real estate financing, securitization financing, banking relationships and financings, and relationships with rating agencies, as well as corporate wide real estate activities and the property/casualty risk management program. He held the position of senior vice president & treasurer of America Online, Inc. and senior vice president, finance & treasurer of Marriott International, Inc. Other Professional Experience and Community Involvement: He previously served as the head of the finance committee, the executive committee, and the board of The Advertising Council, Inc. Education: Mr. Murphy received a B.S. from Villanova University and an M.B.A. from Columbia University Graduate School of Business. Primary Qualifications: Mr. Murphy has extensive senior executive and leadership experience having held such positions at other public companies, including Time Warner Inc., America Online, Inc. and Marriott International, Inc. His qualifications include financial, accounting, treasury, business development and risk management, public company experience, and leadership skills.


Age: 75 Director since: 2009 Committees: Audit, Nominating and Corporate Governance, Finance


						Christian S. Schade – Growth Partner, Flagship Pioneering

						Mr. Schade currently serves as a Growth Partner at Flagship Pioneering, a venture capital company that invests in biotechnology, life sciences, health and sustainability companies. Previously, from April 2016 to 2022, he served as the chairman and chief executive officer of Aprea Therapeutics, Inc. Prior to joining Aprea Therapeutics, Mr. Schade was the chief executive officer of Novira Therapeutics, Inc., an antiviral drug discovery company until it was acquired by Johnson & Johnson. He also served as executive vice president and chief financial officer of Omthera Pharmaceuticals, Inc., an emerging specialty pharmaceuticals company until it was purchased by AstraZeneca Plc. He previously held executive level positions with other publicly traded companies such as NRG Energy, serving as executive vice president and chief financial officer and Medarex Inc, as senior vice president administration and chief financial officer. He also held various corporate finance and capital markets positions in New York and London for both Merrill Lynch and JP Morgan Chase & Co. Other Public Company Directorships: Mr. Schade currently serves on the board of Aprea Therapeutics, Inc. (Nasdaq:APRE). Other Professional Experience and Community Involvement: Co. Mr. Schade currently serves on the board of directors of Sapience Therapeutics, a privately held company. Education: Mr. Schade received an A.B. degree from Princeton University, and received an M.B.A. from the Wharton School at the University of Pennsylvania. Primary Qualifications: Mr. Schade has held several senior leadership positions at both private and public companies and brings a wealth of complex management, finance and operational experience in the healthcare industry. His qualifications include corporate management, finance, manufacturing, accounting, human resources, business development, risk management skills and international experience, and significant knowledge and experience in the life sciences industry.


Age: 62 Director since: 2006 Committees: Audit (Chair), Finance (Chair)


Audit Committee						•Oversees risks relating to the accounting and financial reporting process of the Company and audits of the Company’s financial statements •Meets regularly with management to review and discuss the financial risk management processes, including compliance with Sarbanes-Oxley and related internal controls and procedures, disclosure controls and procedures and accounting and reporting compliance, as well as tax, treasury and compliance matters •Receives periodic reports from the internal audit team, which is responsible for providing an annual audit assessment of the Company’s processes and controls; developing an annual audit plan using risk-based methodology; implementing the annual audit plan; coordinating with other control and monitoring functions; issuing periodic reports to the Audit Committee and management summarizing the results of audit activities; assisting with investigations of significant suspected fraudulent activities within the organization; and notifying management and the Audit Committee of the results •Provides oversight for the Company's major technology initiatives in conjunction with the internal audit team •Regularly discusses liquidity, capital, funding needs and other financial matters with management •Oversees risks relating to the quality and integrity of the Company's data relating to climate change and similar ESG matters

Compensation Committee						•Oversees risks relating to executive compensation and other incentive programs in the Company •Considers risks during its deliberations on the design of the Company’s executive compensation programs with the goal of appropriately balancing short-term objectives and long-term performance without encouraging excessive and unnecessary risk-taking behaviors •Reviews and evaluates management reports on the Company’s incentive compensation programs

Nominating and Corporate Governance Committee						•Oversees risks relating to the Company’s governance structures and processes •Oversees corporate governance matters, including the annual evaluations of the Board, its Committees and members •Establishes policies and procedures for good corporate governance •Oversees the Company's ESG policies and practices, including material risk assessment and goal tracking and reporting

Finance Committee						•Oversees matters relating to the Company’s financing strategy, as well as the Company’s capital structure, capital allocation initiatives and other financial matters


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


In Year 2, we will turn our focus toward further integrating ESG into our policies, procedures and initiatives with a focus on change management, making additional progress on our priorities and expanding our governance. We will continue to broaden disclosure on key material issues while deepening reporting, including taking additional measures to strengthen performance and enhance transparency. We will monitor and remain responsive to expectations from our stakeholders. Year 2 priorities include:
•Engage with internal and external stakeholders to seek feedback on new disclosures	•Improve and digitize our environmental, health, safety, and security management system	•Conduct Scope 3 GHG emissions footprinting
•Evaluate and set targets for reducing GHG emissions	•Formalize and strengthen green procurement policies	•Implement ESG management system technology


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


D&I Through Learning Opportunities						Upon joining Integra, colleagues globally participate in two programs to promote inclusion: Introduction to Managing Unconscious Bias, a course that creates awareness of unconscious biases in the workplaces and tools to build-bias breaking skills; and Practicing Inclusion, which examines what practicing inclusion in the workplace looks like.

Gender Diversity						Through mentorship, sponsorship, recruitment efforts, and development programs the Company looks to continue to grow its population of females in leadership roles at Integra. Currently, 33% of the Board, 38% of our executive leaders and 43% of senior leaders (non-executive vice presidents) are female. In partnership with Leadership Edge, a company founded by women leaders and dedicated to growing and mentoring women, Integra sponsors the Excel Women’s Leadership Program. The program is designed to accelerate the development and advancement of high potential, mid-career female leaders into senior leadership roles. The program has assisted in further building our pipeline of women leaders with 60% of the program’s graduates being promoted into roles with increased responsibility.

Employee Resource Groups						The Company maintains a growing number of employee resource groups, such as the Women of Integra Network, Integra African American Affinity Group, Integra Indian American Affinity Group, Asian American and Pacific Islander Affinity Group and Integra Veterans Affinity Group. In 2022, the Integra PRIDE (LGBTQ+ Employee Resource Group) was established. These resource groups encourage awareness and inclusion and provide opportunities for employees to provide feedback to our executive team about how we can do better.

Commitment to Advancement of D&I						In 2021, the Company hired a Chief Diversity & Inclusion Officer and in 2022 we continued to advance and implement our D&I strategy through a robust approach to human capital management. The Company also reinforces its commitment to diversity by partnering with other organizations focused on driving inclusion in the work place including the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance D&I in the work place and the Healthcare Businesswomen’s Association, an association dedicated to further the advancement and impact of women in the business of healthcare.


Name (a)	Fees Earned or Paid in Cash ($) (b)	Stock Awards(1)(2) ($) (c)	Option Awards(3)(4) ($) (d)	All Other Compensation ($) (g)	Total ($) (h)

Keith Bradley	56,250	242,559	—	—	298,809
Shaundra D. Clay	—	280,050	—	—	280,050
Stuart M. Essig	150,000	250,034	—	—	400,034
Barbara B. Hill	40,000	280,050	—	—	320,050
Renee W. Lo(5)	23,938	167,838	—	—	191,776
Donald E. Morel, Jr.	71,250	205,010	—		276,260
Raymond G. Murphy	76,250	205,010	—	—	281,260
Christian S. Schade	33,750	280,050	—	—	313,800
Rhonda Germany Ballintyn(6)	—	—	—	—	—


Name	Age	Position

Jan De Witte	58	President and Chief Executive Officer and Director
Robert T. Davis, Jr.	64	Executive Vice President, President, Tissue Technologies
Lisa Evoli	53	Executive Vice President and Chief Human Resources Officer
Michael McBreen	57	Executive Vice President, President, Codman Specialty Surgical
Jeffrey Mosebrook	46	Senior Vice President, Principal Financial Officer and Principal Accounting Officer
Eric I. Schwartz	54	Executive Vice President, Chief Legal Officer and Secretary
Harvinder Singh	56	Executive Vice President & President, International


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


						Lisa Evoli is Integra’s Executive Vice President and Chief Human Resources Officer. Ms. Evoli, who has served in this role since joining the Company in January 2016, is responsible for providing leadership in developing and executing human resources strategy in support of the overall business plan and strategic direction of the organization. Ms. Evoli brings significant global Human Resources leadership experience. Prior to joining Integra, she served as vice president, human resources for the data & devices division of TE Connectivity (formerly Tyco Electronics). Prior to that, she held senior global human resources leadership positions with Johnson & Johnson in both the pharmaceutical and consumer sectors. She held various global human resources leadership roles at Motorola specifically in their broadband communications and automotive groups and also assumed a leadership role for the company’s talent management & organizational development function. Ms. Evoli received her B.S. in Business Administration from California University of Pennsylvania and an M.S. in Human Resources / Organizational Development from Villanova University.


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


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


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


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



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


Named Executive Officer	Role	2022 Time In Role

Mr. Jan De Witte	President and Chief Executive Officer (CEO)	Full Year
Ms. Carrie Anderson1	Executive Vice President and Chief Financial Officer (CFO)	Full Year
Mr. Robert T. Davis, Jr.	Executive Vice President, President, Tissue Technologies	Full Year
Mr. Michael J. McBreen	Executive Vice President, President, Codman Specialty Surgical	Full Year
Mr. Eric I. Schwartz	Executive Vice President, Chief Legal Officer and Secretary	Full Year
Mr. Glenn G. Coleman2	Executive Vice President and Chief Operating Officer (COO)	January 1 - September 23


Factors That Guided Total Compensation Decisions						•Our executive compensation philosophy •Degree of achievement of key strategic financial and operational goals •Individual performance •Advancement of our diversity and inclusion strategy •Ongoing impact of the COVID-19 pandemic •Recommendations of our President and CEO (other than with respect to his own compensation) •Advice of an independent compensation consultant •Stockholder input •Market pay practices •Current and historical Integra compensation

Key 2022 Compensation Decisions (See Pages 38 – 46 For More Information)						Base Salary Decisions NEOs received salary increases based on business performance, competitive compensation data and individual performance. Ms. Anderson and Mr. McBreen received a 10.5% and 13.3% increase, respectively, to reflect their 2021 performance and remain competitive with our peer group. Cash Bonus Decisions In February 2022, the Compensation Committee approved the short-term incentive design, metrics and performance goals for NEOs, which cascades more broadly to all plan participants. As a result of business performance goals in 2022, the overall annual bonus pool was funded at 87% of target. The Compensation Committee considered this funding appropriate based on the results of the Company and notable effort and achievements of the executive officers and non-executive participants. Mr. De Witte was awarded an annual bonus payment of 87% of his target opportunity. Other NEOs were awarded annual bonus payments between 84% and 90% of their individual target opportunities. Annual bonus payments were paid in March 2023.