Finance Committee Charter
This Finance Committee Charter was adopted by the Board of Directors (the "Board") of Integra LifeSciences Holdings Corporation (the "Company") on July 24, 2013.
The purpose of the Finance Committee (the "Committee") of the Board of the Company shall be to provide advice to management on matters related to financing strategy, as well as the Company's capital structure and capital allocation initiatives.
The Committee shall be composed of at least three directors, as determined by the Board, each of whom has experience, in the business judgment of the Board, that would be helpful in addressing the matters described herein. The members of the Committee, including the Chair of the Committee, shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board.
The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company's bylaws that are applicable to the Committee. The Committee shall meet as often as it deems necessary to fulfill its responsibilities, but not less than annually, either in person or telephonically, and at such times and places as the Committee shall determine. All directors that are not members of the Committee may attend and observe meetings of the Committee, but shall not be entitled to vote. The Chair of the Committee shall report to the Board regarding the activities of the Committee at appropriate times and as otherwise requested by the Chairman of the Board.
The purpose of the Finance Committee (the "Committee") of the Board of the Company shall be to provide advice to management on matters related to financing strategy, as well as the Company's capital structure and capital allocation initiatives. The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide any written material with respect to such evaluation to the Board, including any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate. The Committee shall review and reassess the adequacy of this Charter at least annually and submit any recommended changes to the Board for its consideration.
CHRISTIAN S. SCHADE has been a director since 2006.
Mr. Schade currently serves as the president and chief executive officer of Aprea Therapeutics, a privately held, clinical-stage biopharmaceutical company developing novel anticancer therapies targeting the tumor suppressor protein p53.
Prior to joining Aprea Therapeutics, Mr. Schade was the chief executive officer of Novira Therapeutics, Inc., an antiviral drug discovery company focused on first-in-class therapeutics for chronic HBV infection, until it was acquired by Johnson & Johnson. Before joining Novira Therapeutics, he served as executive vice president and chief financial officer of Omthera Pharmaceuticals, Inc., a specialty pharmaceuticals company focused on the clinical development of therapies for dyslipidemia. Previous to this role, Mr. Schade assumed a variety of senior leadership roles, including serving as executive vice president and chief financial officer at NRG Energy, senior vice president for administration and chief financial officer at Medarex Inc., and as managing director at Merrill Lynch, leading the European Corporate Funding Group. He also held various corporate finance and capital markets roles in New York and London for both Merrill Lynch and JP Morgan Chase & Co.
Currently, Mr. Schade serves on the Board of Directors of Indivior,plc, and Sapience Therapeutics.
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.
LLOYD W. HOWELL, JR. has been a director since March 2013.
Mr. Howell is an executive vice president and the chief financial officer and treasurer of Booz Allen Hamilton. Since joining the company in 1988 as a consultant, he served in a variety of leadership roles, including Civil and Commercial Group leader and client service officer of the financial services account. In 1991, he took a leave of absence from Booz Allen to complete his M.B.A. and worked at Goldman Sachs as an associate in their investment banking division from 1993 to 1995.
Mr. Howell’s board memberships include Washington Economics Club, the University of Pennsylvania’s Engineering School, and St. Albans School.
Mr. Howell holds a B.S. in electrical engineering from the University of Pennsylvania and an M.B.A. from Harvard University.
RAYMOND G. MURPHY has been a director since 2009.
Mr. Murphy was formerly senior vice president and 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. Prior to joining Time Warner, Mr. Murphy held a variety of executive leadership roles, including as senior vice president and treasurer at America Online, Inc., as senior vice president for finance and treasurer at Marriott International, Inc. He also held executive positions at Manor Care, Inc., Ryder System Inc. and W R Grace & Company.
Since 2005, Mr. Murphy has been a member of the finance committee of the Advertising Council Inc. and was the chair of the committee from 2007 until 2009. He became a member of the Board of Directors of the Advertising Council, Inc. in 2004 and served on its executive committee.
Mr. Murphy received a B.S. from Villanova University and an M.B.A. from Columbia University Graduate School of Business.