SEC Filing | Integra LifeSciences Holdings Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

_____________________

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


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.


Preliminary Copy — Subject to Completion Integra LifeSciences Holdings Corporation intends to release definitive copies of the Proxy Statement to shareholders on or about April 4, 2024.

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

Time & Date

Thursday, May 9, 2024

9:00 a.m. local time

To the Stockholders of Integra LifeSciences Holdings Corporation:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Integra LifeSciences Holdings Corporation (the “Company”) will be held as, and for the purposes, set forth below:

1.To elect nine directors of the Company to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2024.

3.To approve, on an advisory basis, the compensation of our named executive officers.

4. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”) to reflect new Delaware Law provisions regarding officer exculpation.

5.To approve Amendment No. 1 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan.

Stockholders will also transact such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof.

If your shares are held in “street name,” meaning that they are held for your account by a broker, bank or other nominee, your broker, bank or nominee will not be able to vote your shares with respect to any of the matters presented at the Annual Meeting, other than the ratification of the appointment of our independent registered public accounting firm, unless you give your broker specific voting instructions.

Therefore, it is very important that you vote your shares for all proposals.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to review the proxy materials and vote as soon as possible. You may vote by proxy over the Internet at www.proxyvote.com by using the instructions provided in the notice or proxy card. Alternatively, as you have received your proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. Voting over the Internet or by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend. Instructions regarding the two methods of voting are contained in the notice or proxy card. If you attend the Annual Meeting, you may vote during the Annual Meeting via the Internet even if you have previously returned your proxy card or voting instruction card or voted by the Internet.

By order of the Board of Directors,

Eric Ian Schwartz

Executive Vice President, Chief Legal Officer and Secretary

Princeton, New Jersey
April ____, 2024

This Notice of Annual Meeting, the proxy statement, the proxy card and the 2023 Annual Report are first being sent to stockholders on or about April ____, 2024.

Place

Integra LifeSciences Headquarters

1100 Campus Road, Princeton, New Jersey 08540

Record Date

Holders of record as of the close of business on March 11, 2024 are entitled to vote at the Annual Meeting

Annual Report

The 2023 Annual Report of Integra LifeSciences Holdings Corporation is being mailed simultaneously herewith. The Annual Report is not to be considered part of the proxy solicitation materials.

TABLE OF CONTENTS


Proxy Summary			1
Cautionary Note Regarding Forward-Looking Statements			6
Proposal 1: Election of Directors			7
202 4 Director Nominees			7
Criteria for Board Membership and Director Qualifications			7
Director Nominees			10
Information Concerning Meetings, Executive Sessions and Certain Committees			16
Board Leadership Structure			20
The Board’s Role in Risk Oversight			21
Compensation Committee Interlocks and Insider Participation			23
Environmental, Social and Governance (ESG) Initiatives			23
Risk Assessment Regarding Compensation Policies and Practices			26
Director Attendance at Annual Meetings			27
Communications with the Board			27
Director Compensation			28
Information About Executive Officers			30
Compensation Discussion and Analysis			33
Executive Compensation Philosophy			33
Summary of Our 202 3 Decisions			34
Supporting Our Pay-for-Performance Philosophy			36
Compensation Best Practices			38
Elements of the Executive Compensation Program			41
Analysis of 202 3 Compensation Decisions			42
202 3 Equity Compensation Decisions			45
Other Benefits			48
Other Key Features of Our Executive Compensation Program			49
Employment and Post-Employment Arrangements			50
Compensation Committee Report			54
Compensation of Executive Officers			55
Summary Compensation Table			55
Grants of Plan-Based Awards Table			57
Outstanding Equity Awards at Fiscal Year-End			59
Options Exercised and Stock Vested			62
Nonqualified Deferred Compensation			63
Potential Payments Upon Termination or Change in Control			63
CEO Pay Ratio Disclosure			67
Pay versus Performance Disclosure			68
Equity Compensation Plan Information			73
Certain Relationships and Related Transactions			74
Proposal 2: Ratification of Independent Registered Public Accounting Firm			75
Audit Committee Report			77
Proposal 3: Advisory Vote on Named Executive Officer Compensation			78
Proposal 4: Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Integra LifeSciences Holdings Corporation			79


Proposal 5: Approval of Amendment No. 1 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan			81
Principal Stockholders			90
Delinquent Section 16(a) Reports			92
General Information about the Annual Meeting and Voting			92
Purpose of the Meeting			92
Proposals and Voting Recommendation of Our Board			92
Record Date			93
Voting and Revocability of Proxies			93
How to Vote In Advance or at the Annual Meeting			94
Other Matters			95
Appendix A — Non-GAAP Financial Measures			A-1
Appendix B — Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Integra LifeSciences Holdings Corporation			B-1
Appendix C — Amendment to Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan			C-1

PROXY SUMMARY

This proxy statement contains information related to the solicitation of proxies for use at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The solicitation is made by Integra on behalf of its Board of Directors (the "Board"). This summary highlights information contained in this proxy statement, which, along with the proxy card and our 2023 annual report, is first being sent or made available to stockholders on or about April ____, 2024. This summary does not contain all of the information you should consider before voting. Please read the entire proxy statement before voting. For more information regarding Integra's 2023 operational and financial performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023, which accompanies this proxy statement.

Meeting Information

Date

May 9, 2024

Time

9:00 a.m. local time

Place

The Annual Meeting will be held at Integra's corporate headquarters: 1100 Campus Road, Princeton, New Jersey, 08540


Proposal	Board Recommendation	Page

1.To elect nine 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 2024.	FOR	75
3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers.	FOR	78
4.To approve an amendment to the Integra LifeSciences Holdings Corporation Amended and Restated Certificate of Incorporation, as amended, to limit the liability of certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware.	FOR	79
5.To approve Amendment No. 1 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan.	FOR	81

How to Vote

By Internet

If you have internet access, you may submit your proxy by following the voting instructions on the proxy card. If you vote by Internet, you should not return your proxy card.

By Mail

You may vote by mail by completing, dating and signing your proxy card and mailing it in the envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity.

If you vote via the Internet, you may vote at www.proxyvote.com, from anywhere in the world, 24 hours a day, 7 days a week, up until 11:59 p.m., Eastern Time, on May 8, 2024.


2024 Proxy Statement			1

Proxy Summary

Your Vote is Important. Stockholders as of March 11, 2024, the record date, are entitled to vote. Each share of common stock is entitled to one vote for each of the proposals presented at the Annual Meeting. Please vote your proxy promptly so that your shares can be represented, even if you plan to attend the Annual Meeting. You can vote via the internet or telephone by following the voting procedures described in the Notice of Annual meeting above, proxy card or voting instruction form, or by returning your completed and signed proxy card or voting instruction form in the provided envelope.

Board Composition and Director Nominees

The following table provides summary information about each current member of the Board and each director nominee.

All directors are elected by a majority of votes cast, except in the case of a contested election where the number of nominees exceeds the number of open positions, in which case plurality voting is used. Members of the Board are elected to serve a term of one year and until their successors have been elected and qualified. All of the nominees for director have consented to being named in this proxy statement and to serve if elected.

More detailed information about each director nominee’s background, skill set and areas of expertise can be found beginning on page 10 of this proxy statement.


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

Keith Bradley, Ph.D.	79	1992		Retired Professor of International Management and Management Strategy, Open University and Cass Business School, U.K.					—
Shaundra D. Clay	53	2021		Global Vice President of Finance, Beam Suntory, Inc.					—
Jan De Witte	59	2021	CEO	President and CEO, Integra LifeSciences Holdings Corporation					1
Stuart M. Essig, Ph.D.	62	1997	Executive Chairman	Executive Chairman, Integra LifeSciences Holdings Corporation Managing Director, Prettybrook Partners, LLC					2
Jeffrey A. Graves, Ph.D.	62	2023		President and CEO, 3D Systems Corporation					2**
Barbara B. Hill	71	2013		Operating Partner, NexPhase Capital					1
Renee W. Lo	43	2022		Partner CTO, APAC Regional Director, Google					—
Raymond G. Murphy	76	2009		Retired Senior Vice President and Treasurer, Time Warner Inc.					—
Christian S. Schade	63	2006		Growth Partner, Flagship Pioneering					1

* As of March 31, 2024

** Dr. Graves currently serves on the board of directors of Hexcel Corporation. Dr. Graves is not standing for re-election at its upcoming annual meeting of stockholders and will cease to serve on the board of directors of Hexcel Corporation at the conclusion of such annual meeting.

Audit Committee

Compensation
Committee

Nominating and Corporate Governance Committee

Finance
Committee

Chair

Member


2			2024 Proxy Statement

Proxy Summary

2023 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. 2023 Year in Review 2023 presented numerous operational challenges, including the voluntary global recall and manufacturing stoppage of all products manufactured at our Boston, Massachusetts facility. Despite these challenges, we were able to strengthen our operational capabilities while capitalizing on the growth of our markets and the resilience of our products. We delivered total revenues of $1,541.6 million in 2023, representing a decrease of 1.0% on a reported basis and an increase of 5.5% on an organic basis excluding Boston compared to full-year 2022. The Company reported GAAP net income of $67.7 million for the full-year 2023. Adjusted EBITDA for the full-year 2023 was $369.7 million. 2023 operational highlights include: •Achieved mid-single digit growth in our Codman Specialty Surgical segment and high-single digit growth in our Tissue Technologies segment, ex Boston •Integrated SIA following its acquisition in December 2022 and achieved 100% revenue growth for DuraSorb® •Advanced our implant-based-breast-reconstruction PMA clinical strategy for both SurgiMend® and DuraSorb®						$1,541.6m Reported GAAP Total Revenues (1.0)% Reported Revenue change and 5.5% Organic revenue growth excluding Boston compared to fiscal year 2022
						$67.7m Reported GAAP Net Income $369.7m Adjusted EBITDA $275M of share repurchases

•Completed international CereLink® relaunch and obtained 510(k) clearance for the domestic relaunch in the first quarter of 2024 •Obtained 510(k) clearance for our next generation Aurora® Surgiscope •Achieved double digit growth internationally in China and Japan and through portfolio expansion of DuraGen®, CUSA®, and 100+ product registrations •Continued to strengthen and expand our In-China-for-China manufacturing capability •Further strengthened our executive leadership team — including appointing Lea Knight, Executive Vice President and Chief Financial Officer, and Chantal Veillon, Executive Vice President and Chief Human Resources Officer •Entered into a definitive agreement to acquire Acclarent, Inc., with the consummation of the transaction anticipated by the second quarter of 2024


2024 Proxy Statement			3

Proxy Summary


•Implemented an upgraded Quality Management System, reflecting investments in talent, infrastructure and process capabilities •Began process of identifying operational efficiency opportunities to re-establish the path to sustainable margin improvement •Further refined and implemented our sustainability roadmap and initiatives and published our second environmental, social and governance ("ESG") report

Despite encountering operational challenges in 2023, our teams exhibited an unwavering commitment to fortifying our operational capabilities while delivering lifesaving technologies to our customers and their patients. Excluding Boston, our business performance showcased the strength of our markets and the strong demand for our products. The accomplishments of 2023 not only expanded our portfolio but also reinforced our ability to implement strategic initiatives and drive future growth. We remain confident about our potential to accelerate growth and make impactful investments in our strategic priorities moving forward.

Corporate Governance Highlights

The Board believes that our commitment to strong corporate governance benefits all of our stakeholders, including our stockholders, employees, business partners, customers, communities and others who have a stake in how we operate. Our key corporate governance highlights include:


Number of Directors			9

Percentage of directors who are Independent			78%
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

We continuously look for ways to enhance our corporate governance and increase value to our stockholders. As described in more detail under the "Environmental, Social, and Governance (ESG) Initiatives" section of this proxy statement, our corporate governance structure places formal oversight of ESG initiatives with our Board. We have found that formally integrating oversight of ESG-related matters has not only strengthened our business by affording the Board and its committees increased opportunities to collaborate with management on our ESG initiatives but also provides increased opportunity for Integra's core values and principles to inform our approach to sustainability and ESG-related matters.


4			2024 Proxy Statement

Proxy Summary

Stockholder Outreach

We believe that regular dialogue with, and accountability to, our stockholders is critical to our success. Our management team participates in numerous investor meetings throughout the year to discuss our business and strategic priorities. Our core stockholder engagement team includes senior members of our investor relations, finance and corporate governance teams, supplemented by our President and Chief Executive Officer and members of our Board, as appropriate. These meetings include in-person, telephone and webcast engagements, as well as investor conferences and our annual meeting of stockholders. Stockholder feedback provides our Board and management with valuable insights on our business strategy and performance, corporate responsibility, executive compensation, sustainability initiatives and many other topics.

Over the course of 2023, management reached out to and engaged with stockholders representing approximately 50% of our outstanding shares. In our meetings with stockholders, we continue to receive feedback on key indicators that drive the strength of our business and a driver of stockholder value creation. Stockholder feedback and perspectives are shared with the Board and considered for our compensation programs. In addition, in May 2023, we hosted our first Investor Day since 2021. This program gave stockholders the opportunity to hear directly from our management team about our performance in fiscal 2023, as well as our short- and long-term strategic initiatives and areas of opportunity. Stockholders that attended were able to ask questions of management.

Executive Compensation Highlights

The Compensation Committee holds a pivotal role in ensuring the integrity and effectiveness of the Company's executive compensation program. This program is designed to adhere to robust compensation and governance standards, reflecting our dedication to ethical practices and shareholder interests. By fostering a pay-for-performance culture, our compensation policies incentivize executives to achieve outstanding results while remaining aligned with the Company's long-term objectives. Through competitive compensation packages, we attract and retain top-tier executive talent, vital for driving innovation and sustaining growth in a competitive market environment. Our compensation structure prioritizes our overarching purpose of enhancing patient outcomes, underscoring our commitment to delivering value not only to shareholders but also the broader community. Our comprehensive approach to executive compensation strengthens our position as a responsible corporate entity dedicated to sustainable success.

The following highlights some of the key principles and practices of our executive compensation program:


			Majority of compensation is performance-based incentives						External competitiveness through market benchmarking
			Short- and long-term performance objectives align with long-term goals						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


2024 Proxy Statement			5

Proxy Summary

Additional Information

Our principal executive offices are located at 1100 Campus Road, Princeton, NJ 08540, and our telephone number is (609) 275-0500. Our website address is www.integralife.com. Website references and hyperlinks throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated into, nor does it form a part of, this proxy statement.

References throughout this proxy statement to “the Company,” “Integra LifeSciences,” “Integra,” “we” or “our” refer to Integra LifeSciences Holdings Corporation and its subsidiaries, unless the context suggests otherwise.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. Forward-looking statements in this proxy statement include, but are not limited to, statements regarding individual and Company performance objectives and targets, statements relating to the financial performance of the Company, and the benefits of the Company's product launches, business objectives and growth strategies. These and other forward-looking statements are based on the Company’s beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statement can be found in Integra's periodic reports on file with the U.S. Securities and Exchange Commission ("SEC"). The forward-looking statements speak only as of the date of this proxy statement and undue reliance should not be placed on these statements. Integra disclaims any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

Forward-looking and other statements in this proxy statement regarding our ESG and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.


6			2024 Proxy Statement

PROPOSAL 1. ELECTION OF DIRECTORS

2024 Director Nominees

Based on the qualifications described below, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following nine persons for election as directors who will serve until the next annual meeting of stockholders and until their successors are duly elected and qualified: Keith Bradley, Ph.D., Shaundra D. Clay, Jan De Witte, Stuart M. Essig, Ph.D., Jeffrey A. Graves, Ph.D., Barbara B. Hill, Renee W. Lo, Raymond G. Murphy, and Christian S. Schade, each of whom currently serve as a director of the Company.

As described below, we believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, and a commitment to participation in board activities. The Board believes that each nominee appearing below has the skills, experience and personal qualities the Board seeks in its directors, and that the combination of these nominees creates an effective and well-functioning Board, with a diversity of perspectives, viewpoints, backgrounds and professional experiences that best serves the Board, the Company and our stockholders. Included in each director nominee’s biography is a description of select key qualifications and experience that led the Board to conclude that each nominee is qualified to serve as a member of the Board. The fact that a particular experience, qualification, attribute or skill for a director nominee is not specifically referenced for a particular nominee does not mean that the nominee does not possess that experience, qualification, attribute or skill. All biographical information below is as of the record date.

If any nominee should become unable to serve as director, an event not now anticipated, the shares of common stock represented by proxies would be voted for the election of such substitute as the Board may nominate. See “Principal Stockholders” for information regarding the security holdings of our director nominees.

Required Vote for Approval and Recommendation of the Board of Directors

Directors are to be elected by the majority of the votes cast with respect to that director in uncontested elections. Thus, the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. Under our Bylaws, any director who fails to be elected must offer to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee then will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The director who tenders his or her resignation will not participate in the Board’s decision. Abstentions and broker non-votes will have no effect on the outcome of this proposal.


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

Criteria for Board Membership and Director Qualifications

The Nominating and Corporate Governance Committee seeks to construct and maintain a Board consisting of a balanced, and diverse set of directors who collectively possess the expertise to ensure effective oversight of management. When considering a candidate for nomination as a director, the Board and the Nominating and Corporate Governance Committee may consider, among other things it deems appropriate, the candidate’s personal and professional integrity, ethics and values, experience in corporate management and a general understanding of sales, marketing, finance, operations, compliance and other elements relevant to the success of a publicly traded company in today’s business environment, experience in the Company’s industry and with relevant social policy concerns, experience as a board member of another publicly held company, academic expertise in an area of the Company’s business, and practical and mature business judgment, including the ability to make independent analytical inquiries. The Nominating and Corporate Governance Committee applies the same criteria to nominees recommended by stockholders that it does to new nominees. The Nominating and Corporate Governance Committee also considers whether directors and director nominees are able to devote sufficient time and attention to their role as a member of our Board (including with respect to the Executive Chairman and Presiding


2024 Proxy Statement			7

Proposal 1

Director roles) and will, consistent with our Corporate Governance guidelines, take into account the nature of and time involved in a director's service on other boards (including any committees thereof) in evaluating the suitability of individual director candidates and current directors and making its recommendations to the Company's stockholders. In addition, for candidates who are currently serving as directors, the Nominating and Corporate Governance Committee considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board. Further, the Board reviews the overall business acumen and experience of each director and considers how that individual could work together with the rest of the Board in serving the Company and its stockholders. Each of our Board members has particular attributes, skills and experiences that contribute to a well-rounded Board. We describe below the particular experiences, qualifications, attributes or skills that led the Board to conclude that each of our directors should serve as a member of our Board.

The Board and the Nominating and Corporate Governance Committee evaluate each individual candidate for nomination as a director in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound business judgment and drawing on the diversity of its members. In addition, the Board and the Nominating and Corporate Governance Committee believe that the Company and its stockholders benefit from a Board that combines the fresh perspectives brought by newer directors with the extensive industry and company-specific knowledge of longer-tenured directors, and consider director tenure when making director nomination decisions.

Consideration of Diversity

As indicated in “Information Concerning Meetings, Executive Sessions and Director Independence — Nominating and Corporate Governance Committee,” on pages 17-18, a key objective for the Board in composing its membership is to assemble a group of directors that can support the business in achieving its goals and represent stockholder interests through the exercise of sound business judgment, leveraging a diversity of experiences and backgrounds. Both the Nominating and Corporate Governance Committee and the Board consider a broad range of diversity characteristics for this purpose, including viewpoints, backgrounds, experience, skill sets, education and personal attributes such as gender and race. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Director tenure is also considered during nominee assessment.


			Gender			Independence


			l Male			l Independent
			l Female			l President/CEO & Executive Chair

100% of the membership the directors serving on the Audit, Nominating and Corporate Governance, Compensation, and Finance committees are independent. Since 2021, we have appointed four new non-executive directors to our Board. As previously disclosed, effective February 27, 2024, the Board appointed Dr. Essig, the Company's Chairman, to the role of Executive Chairman in connection with Mr. De Witte's announced intention to retire as our President and Chief Executive Officer following the appointment of his successor. There was no change to Dr. Essig’s aggregate cash or equity-based compensation in connection with his appointment as Executive Chairman nor is it anticipated that Dr. Essig will serve as our principal executive officer at any point during the CEO transition process. The Board believes that Dr. Essig's experience with the Company and knowledge of the markets in which we operate will serve as a valuable resource and source of stability throughout the transition process.


8			2024 Proxy Statement

Proposal 1

Board Diversity Matrix

The table below provides certain highlights of the composition of our Board members and nominees as of March 25, 2024. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Board Diversity Matrix (as of March 25, 2024)

Total Number of Directors

Gender Identity

Female

Male

Non-Binary

Did Not Disclose Gender

Directors

–

Demographic Background

African American or Black

–

Alaskan Native or Native American

–

Asian

–

Hispanic or Latinx

–

Native Hawaiian or Pacific Islander

–

White

–

Two or More Races or Ethnicities

–

LGBTQ+

–

Did Not Disclose Demographic Background

–

Diverse Range of Qualifications and Skills Represented by Our Directors

The table below summarizes the key experience, qualifications, and attributes for each director nominee and highlights the balanced mix of experience, qualifications, and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. No individual experience, qualification, or attribute is solely dispositive of becoming a member of our Board.

Bradley

Clay

De Witte

Essig

Graves

Hill

Murphy

Schade

Skills/Qualifications

Healthcare Industry Experience

Knowledge or experience in an industry involving healthcare and medical products and services

Senior Leadership and Oversight Experience

Experience with the leadership and oversight of organizations, offering practical perspectives on organizational and strategic planning, including M&A activity, talent development and driving long-term growth

Manufacturing Operations and Supply Chain Experience

Experience with the relationships and activities required to manufacture goods and maximize overall supply chain efficiency

Corporate Sales and Marketing Experience

Experience with the marketing of an organization's products and services.

Risk Management Experience

Knowledge and experience in managing major risk exposures for complex, large organizations

Regulatory, Compliance and Product Safety Experience

Experience with regulatory schemes and product quality control and safety


2024 Proxy Statement			9

Proposal 1

Bradley

Clay

De Witte

Essig

Graves

Hill

Murphy

Schade

Skills/Qualifications

Financial Acumen

Experience in financial accounting/reporting and corporate finance.

International Experience

Prior experience at, or study of, organizations that operates internationally

Public Company Board Experience

Experience serving on and/or leading boards/committees of other public companies

Technology and Cybersecurity Expertise

Knowledge or experience relating to information technology, data security, or data analytics

Corporate Governance Expertise

Knowledge of or experience with the rules, practices, and processes used to direct and manage a company.

ESG/Sustainability Expertise

Knowledge of or experience with oversight and implementation of ESG, human capital management and sustainability-related initiatives

Director Nominees

Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors or executive officers. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary, or other affiliate of Integra LifeSciences Holdings Corporation.


						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 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: 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 University of Essex, UK. Key Experience and Qualifications: We believe Dr. Bradley's qualifications to serve on our Board include his international experience, extensive business experience in the healthcare and medical device industries, and financial literacy coupled with his more than 30 years of service on the boards of publicly traded companies.


Age: 79 Director since: 1992 Committees: Nominating and Corporate Governance, Compensation (Chair), Finance


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						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 Experience and Qualifications: We believe Ms. Clay's qualifications to serve on our Board include her record as a corporate executive coupled with her extensive experience in the fields of finance, the healthcare industry, and international business and her expertise in finance, healthcare, global business management and risk assessment.


Age: 53 Director since: 2021 Committees: Audit


						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 served on the board of directors of the Advanced Medical Technology Association (AdvaMed) since March 2022. Mr. De Witte has also been an active community leader serving as the chair of Hangar K innovation hub in Belgium from 2018 until 2021 and a board member of Ghent University from 2018 to 2021. 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 Experience and Qualifications: We believe Mr. De Witte's qualifications to serve on our Board include his over 20 years of experience in executive management and his history of success in the development and execution of corporate strategy. Moreover, Mr. De Witte has extensive skills and experience in global business operations, commercialization and digital business models.


Age: 59 Director since: 2021


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						Stuart M. Essig, Ph.D. – Executive Chairman, Integra LifeSciences Holdings Corporation; Managing Director, Prettybrook Partners, LLC

						Dr. Essig is Integra’s Executive 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. In February 2024, he was appointed as our Executive Chairman of the Board. 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, a family office dedicated to investing in healthcare companies, 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). 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 has also served on the executive committee, nominating and governance committee, and was the treasurer of, ADVAMED, the Advanced Medical Technology Association. 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. Key Experience and Qualifications: We believe Dr. Essig's qualifications to serve on our Board include his broad experience in the medical device and pharmaceutical industry, executive management and oversight, international business, manufacturing, and accounting fields coupled with his service on the boards of publicly traded companies for over 30 years and his extensive knowledge of the health care industry.


Age: 62 Director since: 1997 Executive Chairman


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						Jeffrey A. Graves, Ph.D. – President and CEO, 3D Systems Corporation

						Dr. Graves is currently President and CEO of 3D Systems Corporation, a leading additive manufacturing solutions provider to industrial and healthcare companies. From 2012 to May 2020, Dr. Graves served as President and Chief Executive Officer and a director of MTS Systems Corporation, a global supplier of test, simulation, and measurement systems. From 2005 until 2012, he served as President and CEO of C&D Technologies, Inc. Dr. Graves also held leadership roles with Kemet Corporation as Chief Operating Officer (2001 to 2003) and CEO (2003 to 2005). Previously he held a number of leadership and technical roles with GE, Rockwell, and Howmet Corporation. Other Public Company Directorships: Since May 2020, Dr. Graves has served as a board member of 3D Systems Corporation (NYSE: DDD). Dr. Graves has served on the board of Hexcel Corporation (NYSE: HXL) since 2007; Dr. Graves will cease to serve as a member of Hexcel's board in May 2024, following the conclusion of its 2024 annual meeting of stockholders. Dr. Graves previously served as a board member for FARO Technologies, Inc. (Nasdaq: FARO) from 2019 to 2022, MTS Systems Corporation from 2012 to 2020, and Teleflex Incorporated from 2007 to 2019. Education: Dr. Graves received a bachelor’s degree in metallurgical engineering from Purdue University and completed his master’s degree and Ph.D. in metallurgical engineering at the University of Wisconsin. Key Experience and Qualifications: We believe Dr. Grave's qualifications to serve on our Board include his management experience, strategic, operational and financial experience and a perspective on strategy and growth for the benefit of our stockholders. In addition, Dr. Graves has extensive experience serving on the boards of other publicly traded companies.


Age: 62 Director since: 2023 Committees: Compensation


						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: We believe Ms. Hill's qualifications to serve on our Board include her management experience, strategic and operational experience in the managed healthcare and pharmaceutical industries, as well as compliance and manufacturing experience in the healthcare industry, coupled with her experience serving on boards of other publicly traded companies.


Age: 71 Director since: 2013 Presiding Director Committees: Nominating and Corporate Governance (Chair)


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						Renee W. Lo – Partner CTO, APAC Regional Director, Google

						Since September 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 September 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: We believe Ms. Lo's qualifications to serve on our Board include her experience driving digital transformation across industries, bolstered by her management experience, including leadership roles within product development, commercial, operations, business and corporate strategy functions.


Age: 43 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: We believe Mr. Murphy's qualifications to serve on our Board include his extensive senior executive and leadership experience at other public companies, coupled with financial, accounting, treasury, business development and risk management, public company experience, and leadership skills.


Age: 76 Director since: 2009 Committees: Audit, Nominating and Corporate Governance, Finance


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						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 as the chair of the board of Omega Therapeutics (Nasdaq: OMGA). From 2016 to August 2023, Mr. Schade served on the board of Aprea Therapeutics, Inc. (Nasdaq: APRE). Other Professional Experience and Community Involvement: Mr. Schade currently serves on the board of directors of Alltrna Therapeutics, Ring Therapeutics, and Valo Health. 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: We believe Mr. Schade's qualifications to serve on our Board include his wealth of corporate management, finance, manufacturing, accounting, human resources, business development and risk management skills coupled with his significant knowledge and experience in the life sciences industry. In addition, he has held several senior leadership positions at both private and public companies and has experience serving on the boards of other public companies.


Age: 63 Director since: 2006 Committees: Audit (Chair), Finance (Chair)


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Information Concerning Meetings, Executive Sessions And Director Independence

The Board held six regularly scheduled and four special meetings during 2023. The Company’s independent directors meet at least twice a year in executive session without management present. The Board has determined that all of the Company’s directors, except for Mr. De Witte and Dr. Essig, are independent, as defined by the applicable Nasdaq Stock Market listing standards and the rules of the Securities and Exchange Commission.

Standing Committees Of The Board Of Directors

The Corporation has standing Audit, Nominating and Corporate Governance, Compensation and Finance Committees of the Board. Each committee operates pursuant to a written charter. Copies of these charters are available on our website at www.integralife.com through the “Investors” link under the heading “Corporate Governance.” During 2023, each incumbent director attended in person or by teleconference at least 75% of the total number of meetings of the Board and of each committee of the Board on which he or she then served. Our directors are encouraged to attend our annual meetings of stockholders. At the annual meeting of stockholders held in 2023, all eight of the directors standing for re-election, not including Mr. Graves who was appointed to the Board on December 12, 2023, attended the annual meeting. The following chart and narrative set forth the current composition of our committees of the Board, coupled with the number of committee meetings held in 2023 for each standing committee.

Committee Composition

Name

Audit

Nominating and Corporate Governance

Compensation

Finance

Keith Bradley, Ph.D.

Shaundra D. Clay

Jan De Witte

Stuart M. Essig, Ph.D.

Jeffrey A. Graves

Barbara B. Hill

Renee W. Lo

Raymond G. Murphy

Christian S. Schade

Number of 2023 Meetings

= Chairman of the Board

= Presiding Director

=Chair

= Member


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Audit Committee

Members

Mr. Schade (chair)

Ms. Clay

Mr. Murphy

Purpose

•Oversee the Company’s accounting and financial reporting process and the audits of the Company’s financial statements.

•Oversee the independence, quality control and work of the Company’s external independent auditor and the appointment and performance evaluation of the internal auditor.

•Oversee the Company’s compliance program, including but not limited to the Company’s compliance with the Foreign Corrupt Practices Act, False Claims Act, Physician Self-Referral Law (Stark) and Anti-Kickback Statute, and similar foreign requirements.

2023 Key Focus Areas

•Internal controls and compliance

•Continued timely adoption of new accounting standards

•Global tax strategy

•Quality and integrity of data related to climate change and ESG matters

Number of Meetings:

Audit Committee. The members of the Audit Committee are Mr. Schade (chair), Ms. Clay, and Mr. Murphy. The Committee met seven times in 2023. The purpose of the Audit Committee is to oversee the Company’s accounting and financial reporting process and the audits of the Company’s financial statements. The Board has determined that all the members of the Audit Committee are independent within the meaning of the rules of the SEC and the applicable Nasdaq Stock Market listing standards. The Board also has determined that Ms. Clay, Mr. Murphy and Mr. Schade are “audit committee financial experts,” as defined under Item 407(d) of Regulation S-K, and that each of them is “financially sophisticated” in accordance with Nasdaq Stock Market listing standards.

Nominating and Corporate Governance Committee

Members

Ms. Hill (chair)

Dr. Bradley

Mr. Murphy

Purpose

•The identification of qualified candidates to become Board members consistent with criteria approved by the Board.

•The selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected).

•The selection of candidates to fill any vacancies on the Board.

•The development and recommendation to the Board of a set of corporate governance guidelines and principles applicable to the Corporation.

•Oversight of the Corporation’s ESG policies and practices.

•Oversight of the evaluation of the Board.

2023 Key Focus Areas

•Review of our corporate governance policies and procedures

•Board and committee composition and assessment

•Overseeing ESG strategic assessment, identifying initial priorities and targets, and implementing ESG initiatives

Number of Meetings:

Nominating and Corporate Governance Committee. The members of the Nominating and Corporate Governance Committee are Ms. Hill (chair), Dr. Bradley and Mr. Murphy. The Committee met six times in 2023. The purpose of the Nominating and Corporate Governance Committee is to assist the Board in the identification of qualified candidates to become directors, consistent with the criteria approved by the Board, the selection of nominees for election as directors at the annual stockholders meeting, the selection of


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candidates to fill any vacancies on the Board, the development and recommendation to the Board of a set of corporate governance guidelines and principles applicable to the Company, the oversight of the evaluation of the Board, the oversight of the Company's ESG policies and practices, and otherwise taking a leadership role in shaping the corporate governance of the Company. The Board has determined that all of the members of the Nominating and Corporate Governance Committee are independent, as defined by the applicable Nasdaq Stock Market listing standards.

When considering a candidate for nomination as a director, the Nominating and Corporate Governance Committee may consider, among other things it deems appropriate, the qualifications described above under “Criteria for Board Membership and Director Qualifications.” The Nominating and Corporate Governance Committee will consider stockholder-nominated candidates for director, provided that the nominating stockholder: provides timely notice of such nomination pursuant to the Company’s bylaws, and such notice includes, among other things: a questionnaire completed by the candidate in the form provided by the Company (which questionnaire shall be provided by the Secretary upon written request) with respect to the background and qualifications of the candidate; a representation and agreement of the candidate in the form provided by the Company (which form shall be provided by the Secretary upon written request) that the nominee will, among other things, comply with all applicable rules and regulations of Nasdaq and each of the Company’s corporate policies applicable to directors; the number of shares of the Company’s common stock that such candidate beneficially owns; a description of all arrangements or understandings between the nominating stockholder and such candidate and/or any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; information regarding any relationships between the candidate and the nominating stockholder within the past three years; represents in the nomination notice an intention to solicit proxies from stockholders representing at least 67% of the voting power of shares entitled to vote on the election of directors; and provides any other information relating to such nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or under our bylaws.

A stockholder’s recommendation also must set forth the name and address, as they appear on the Company’s books, of the stockholder making such recommendation; the class and number of shares of the Company’s common stock that the stockholder beneficially owns and the date the stockholder acquired such shares; any material interest of the stockholder in such nomination; any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Exchange Act or under our bylaws, in its capacity as a proponent of a stockholder proposal; a statement from the recommending stockholder in support of the candidate; references for the candidate; and an indication of the candidate’s willingness to serve, if elected. Recommendations for candidates to the Board must be submitted in writing to Integra LifeSciences Holdings Corporation, 1100 Campus Road, Princeton, New Jersey 08540, Attention: Executive Vice President, Chief Legal Officer and Secretary.

Compensation Committee

Members

Dr. Bradley (chair)

Ms. Renee Lo

Dr. Jeffrey A. Graves

Purpose

•Discharge the Board’s responsibilities relating to compensation of the Corporation’s executives, including by designing (in consultation with management or the Board), recommending to the Board for approval, and evaluating the compensation plans, policies and programs of the Corporation applicable to executives.

•Produce an annual report on executive compensation for inclusion in the Corporation’s proxy materials.

2023 Key Focus Areas

•Compensation program design structure, including metrics and goals for the annual bonus program and performance stock awards

•Executive compensation and pay-for-performance alignment

•Talent recruitment and retention

Number of Meetings:


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Compensation Committee. The members of the Compensation Committee are Dr. Bradley (chair), Ms. Lo and Mr. Graves. Following the conclusion of the 2023 annual meeting, Ms. Hill served on this Committee until February 20, 2024 at which time Dr. Graves was appointed to the Compensation Committee. The Compensation Committee met six times in 2023. The purpose of the Compensation Committee is to discharge the Board’s responsibilities relating to the compensation of the Company’s executives, including by designing (in consultation with management or the Board), recommending to the Board for approval, and evaluating the compensation plans, policies and programs of the Company applicable to senior executives and to produce an annual report on executive compensation for inclusion in the Company’s proxy materials, in accordance with applicable rules and regulations. The Compensation Committee makes decisions concerning salaries and incentive compensation, including the issuance of equity awards, for executive officers of the Company. The Compensation Committee also administers the Company’s 2003 Equity Incentive Plan, the Company’s Deferred Compensation Plan and the Company’s Employee Stock Purchase Plan (collectively, the “Approved Plans”). Each member of the Compensation Committee is a “non-employee” director within the meaning of Rule 16b-3 under the Exchange Act. The Board has determined that each of the members of the Compensation Committee is independent, as defined by the applicable Nasdaq Stock Market listing standards.

The Compensation Committee may delegate any or all of its responsibilities to the extent consistent with the Company’s certificate of incorporation, bylaws, Corporate Governance Guidelines and applicable laws and rules of markets in which the Company’s securities then trade.

The Compensation Committee has delegated authority for making equity awards to non-executive officer employees under the Approved Plans to a Special Award Committee, consisting of the Chief Executive Officer, provided, however, that this delegation is limited to grants whose cumulative value in any twelve-month period does not exceed $450,000 for any individual recipient. On an annual basis, the Compensation Committee establishes the maximum aggregate value of the awards the Special Award Committee may make. The Compensation Committee authorized the Special Award Committee to grant awards with a maximum aggregate value of $22,000,000 during the one-year period beginning May 11, 2023.

The Company’s Chief Executive Officer provides significant input on the compensation, including annual merit adjustments and equity awards, of the other executive officers. As discussed below in “Compensation Discussion and Analysis — Compensation Best Practices — Role of the Compensation Committee,” the Compensation Committee approves the compensation of these officers, taking into consideration the recommendations of the Chief Executive Officer.

The Compensation Committee has established a process for considering the independence of compensation consultants, outside counsel and other advisers (other than in-house legal counsel) who serve as compensation advisers before the Compensation Committee selects or receives advice from such compensation advisers. Currently, no conflict of interest issues have been raised regarding such compensation advisers.

During 2024, the Compensation Committee has engaged WTW (f/k/a Willis Towers Watson) to provide consulting services relating to (i) the Compensation Discussion and Analysis and Say on Pay Proposal, (ii) stockholder advisory matters, (iii) compensation arrangements for the Chief Executive Officer and other executive officers for their performance during the 2023 calendar year, (iv) shareholder advisory matters, and (v) the amendment to the Fifth Amended & Restated 2003 Equity Incentive Plan . During 2023, the Compensation Committee engaged WTW to provide consulting services relating to (i) the Compensation Discussion and Analysis and Say on Pay Proposal, (ii) stockholder advisory matters, (iii) compensation arrangements for the Chief Executive Officer and other executive officers for their performance during the 2022 calendar year, and (iv) shareholder advisory matters.


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Finance Committee

Members

Mr. Schade (chair)

Dr. Bradley

Mr. Murphy

Purpose

•Provide advice to management on matters related to financing strategy, as well as the Corporation's capital structure and capital allocation initiatives

2023 Key Focus Areas

•Capital allocation, debt structure and liquidity

•Interest rate exposure and hedging activity

Number of Meetings:

Finance Committee. The members of the Finance Committee are Mr. Schade (chair), Dr. Bradley and Mr. Murphy. The Committee met three times in 2023. The purpose of the Finance Committee is to advise management on matters related to financing strategy, as well as the Company’s capital structure and capital allocation initiatives. The Board has determined that each of the members of the Finance Committee is independent, as defined by the applicable Nasdaq Stock Market listing standards.

Board Evaluations And Succession Planning

The Board performs a rigorous evaluation annually. Each Director evaluates each other and all of the Committees as well as the Board as a whole. The evaluation process is primarily managed by the Corporate Secretary’s office with oversight from the Nominating and Corporate Governance Committee. As part of the evaluation, the Directors assess individual skill sets, board leadership, and the effectiveness of each Committee. The results of the evaluation are then provided to, and reviewed by, each Director. Afterwards, the Directors and management collaborate towards making improvements based on the feedback disclosed. The Company believes this overall process leads to purposeful results. In addition to the evaluations, each Committee also reviews its charter annually. In evaluating candidates for Board membership, the Board and the Nominating and Corporate Governance Committee consider many factors based on the specific needs of the business and what is in the best interests of the Company’s stockholders. These factors include diversity of professional experience, race, ethnicity, gender, age and cultural background. In addition, the Board and the Nominating and Corporate Governance Committee focus on how the experiences and skill sets of each Director nominee complement those of fellow Director nominees to create a balanced Board with diverse viewpoints and deep expertise.

Our Board is committed to ensuring that it serves the best interests of its stockholders and positions the Company for future success. Accordingly, the Board, as it deems necessary, may have conversations with individual Directors in connection with evaluations, the board refreshment process, and the consideration of the annual slate of Director nominees. The Company expects to continue these practices going forward.

Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure to best serve the interests of our stockholders. Given the dynamic and competitive environment in which we operate, the optimal size and structure of the Board may vary with changing internal and competitive circumstances.

The Company currently has nine members of the Board, who will serve until the conclusion of the Annual Meeting and until their successors are duly elected and qualified. The current directors are Keith Bradley, Ph.D., Shaundra D. Clay, Jan De Witte, Stuart M. Essig, Ph.D., Jeffrey A. Graves, Ph.D., Barbara B. Hill, Renee W. Lo, Raymond G. Murphy, and Christian S. Schade. All current members of the Board are nominees for election to the Board at the Annual Meeting. Following the conclusion of the Annual Meeting, assuming all of the nominees for election are duly elected by our stockholders, the Board will consist of nine members.

As indicated above, Mr. De Witte has served as both President and Chief Executive Officer and as a director of the Company since December 2021. His position is separate from that of the Chairman of the Board. We view having the Chairman position separate from the Chief Executive Officer as a good governance practice because it puts the Board in the best position to oversee all executives of the Company and set a pro-stockholder agenda without presenting potential conflicts that having the two positions combined might pose, thus resulting in a more effective Board.


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Stuart M. Essig, Ph.D. has served as the Executive Chairman of the Board since February 2024 and has been a director since 1997. He served as Non-Executive Chairman of the Board from June 2012 to February 2024 and as Executive Chairman of the Board from January 2012 to June 2012 as well as President from 1997 to 2010 and as Chief Executive Officer from 1997 to 2012. He has significant experience with, and knowledge of, the Company, its operations, products and history. In addition, he is a significant stockholder of the Company. We believe we benefit greatly by having a Chairman with his level of experience with the Company and whose interests are strongly aligned with those of our stockholders. We believe his experience and knowledge of the Company will enhance our ability to drive improved shareholder value and facilitate a seamless transition process.

Barbara B. Hill has served as Presiding Director since September 2018 and she has been a director since 2013. Ms. Hill has significant experience with, and knowledge of, the Company, its operations, products and history. We believe the Company significantly benefits from having a Presiding Director with deep knowledge of the Company. In addition, the presence of an active and independent Presiding Director ensures independent oversight of the Board and its responsibilities. Further, we believe having a separate Presiding Director to, among other things, (1) serve as the primary liaison between the independent directors and the Chief Executive Officer, (2) counsel the Chief Executive Officer on key board governance issues, and (3) preside over board meetings if the Chairman of the Board is absent, leads to a more effective board of directors. The Presiding Director also serves as a contact person to facilitate communications between stockholders and other third parties and the independent directors. Please see “Communications with Directors” for additional information on contacting the Board.

We believe the mix of backgrounds, experience, attributes and skills of our directors provides a good balance for the Board composition. See “Criteria for Board Membership and Director Qualifications” above for a description of the specific experience, qualifications, attributes or skills of each of our director nominees that the Nominating and Corporate Governance Committee considered relevant in nominating them and “Proposal 1. Election of Directors” for each director nominee’s biographical information.

In addition, we believe the current size of the Board and Board Committees is appropriate, given the size, nature, structure and complexity of the Company. The Board continues, however, to monitor and evaluate the optimal size and composition of the Board to ensure an optimal leadership structure.

Accordingly, we believe our Board leadership structure is appropriate at this time.

The Board’s Role In Risk Oversight

The Board has overall responsibility for the oversight of risk management at the Company, which includes overseeing our process for identifying, assessing and mitigating significant financial, operational, strategic, cybersecurity and other risks that may affect the Company. A fundamental part of risk oversight is understanding the risks that Integra faces, the steps management is taking to manage those risks, and assessing the Company's appetite for risk. The risk assessment process also considers whether risks are short-, medium-, or long-term, such that the management of significant risks can be prioritized, in part, based on the timeframe of such risks. Risk management systems, including our internal auditing procedures, internal control over financial reporting and corporate compliance programs, are designed in part to inform management about our material risks. Our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance, cybersecurity and legal developments, including the related enterprise-risk exposures. The involvement of the Board in the oversight of our strategic planning process is a key part of its assessment of the risks inherent in our corporate strategy.

The Board has delegated responsibility for the oversight of certain areas of risk management to the standing Committees of the Board, as described below. Each standing Board committee reports to the full Board following each committee meeting. In performing this function, each committee meets in executive session with key management personnel and representatives of outside advisors as needed and has full access to management, as well as the ability to engage advisors. The Board believes that delegating certain responsibilities and oversight functions to its committees, as described below, allows for more nuanced oversight process, reflecting the technical expertise and subject matter focus of the Board's individual committees, and is also more conducive to a proactive oversight of management's actions. Summarized below are the specific risk areas of focus for each standing committee.


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Proposal 1



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 •Assesses how executive compensation practices may impact the Company's reputation through Say-on-Pay among shareholders, employees, customers and the public



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


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Proposal 1

The Board is committed to oversight of the Company’s business strategy and strategic planning, including through the work of the Board committees and regular Board meetings. This ongoing effort enables the Board to focus on Company performance over the short, intermediate and long term. In addition to financial and operational performance, non-financial measures, including diversity and sustainability goals, are addressed by the Board and Board committees.

The Company has also implemented an Enterprise Risk Management (“ERM”) program to further enhance its oversight of risks inherent to the business. This ERM program allows the Board and management to gain a greater understanding and awareness of risks facing the business and the efforts being undertaken to mitigate those risks. Additionally, the executive leadership team’s individual performance objectives are aligned with the top risks identified in the annual ERM process.

In addition to periodic updates management provides to the Board on the ERM program, management presents an annual report to the Board detailing the Company’s processes for (1) assessing and addressing risks, (2) compliance reporting, and (3) the reporting of other material information.

Our President and Chief Executive Officer, who functions as our chief risk officer, is supported in this role by both our Chief Legal Officer and our Chief Compliance Officer, who reports to our Chief Legal Officer. As chief risk officer, our President and Chief Executive Officer has responsibility for ensuring management provides periodic updates to the Board or Board committees regarding risks in many areas, among them accounting, treasury, information systems, legal, governance, legislative (including reimbursement), general compliance (including sales and marketing compliance), quality, regulatory, sustainability, ESG risks and opportunities, corporate development, operations and sales, marketing and cybersecurity. Both formal reports and less formal communications between the Board and our President and Chief Executive Officer derive from a continual flow of communication throughout the Company regarding risk and compliance. We believe our Board and senior management team promote a culture that actively identifies and manages risk.

The ERM program, along with our annual processes for creating and reviewing with the Board our strategic plan, budget and internal audit plans, as well as regular processes and communications throughout the Company, including between management and the Board and Board committees, combine to ensure the Company is continually addressing its business risks in a disciplined fashion.

Compensation Committee Interlocks and Insider Participation

Dr. Bradley (chair), Ms. Lo and Dr. Graves are the current members of the Compensation Committee. Following the conclusion of our 2023 Annual Meeting of Stockholders, Ms. Hill had served as a member of the Compensation Committee until the appointment of Dr. Graves to the Compensation Committee on February 21, 2024. None of our Compensation Committee members currently serves, nor did they ever serve, as an officer or employee or former officer of the Company or had any relationship requiring disclosure herein pursuant to SEC regulations. No executive officer of the Company served as a member of a Compensation Committee or a director of another entity under circumstances requiring disclosure under SEC regulations.

Environmental, Social and Governance (ESG) Initiatives

At Integra, our company purpose and values have long guided our global sustainability priorities—improving our environment, maintaining the health and safety of our colleagues, building a more diverse and inclusive workplace, sharing our time and talents with the communities in which we work and live, and complying with applicable laws and regulations while meeting the highest ethical standards. Our sustainability strategy is simple. We focus on a core set of areas that span across our business to enable Integra to meet or exceed our responsibilities to our colleagues, customers, and the communities in which we operate, while also creating long-term value for our stockholders.

We view our ESG strategy as an extension of our company strategy, driving our success and the positive impact we strive to make in the lives of every patient and healthcare professional who encounter an Integra product, service or employee

During 2022, we finalized our ESG strategy and began to implement many of the initiatives we had identified through our ESG strategy assessment. In 2023, we both further refined our previously identified priorities and continued the process of implementing important initiatives. The following roadmap highlights our ESG achievements in Years 1 and 2 and establishes the near and long-term goals for the future we have developed through our ESG strategic development. The projects and goals identified in Year 3 below represent the goals against which we will be measuring ourselves in the coming years:


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Proposal 1


In our first year of formal ESG assessment and reporting, we focused on 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. We disclosed our achievements to date, educated our executive leadership team and members of our Board on our ESG priorities and the ways in which ESG would be integrated into our strategic business planning. 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 turned 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 broadened 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 included:
•Developed decarbonization strategy to execute on GHG emissions reduction plan	•Implemented improved environmental, health, safety, and security management system	•Conducted Scope 3 GHG emissions footprinting
•Refined Scope 1 and Scope 2 emissions disclosures	•Formalized and strengthen green procurement policies	•Implemented 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

As part as our strategic ESG assessment, we engaged colleagues, customers, suppliers, and investors through interviews and surveys to gather input and insights into the most critical ESG-related issues and opportunities driving Integra’s long-term performance. Through this comprehensive process, we established a set of 12 material ESG priorities for Integra and ranked these based on the feedback from both our internal and external stakeholders. As described in more detail in our ESG Report, we used these interactions to develop a materiality map to illustrate our alignment on priorities with our external stakeholders. Based on our interactions with the foregoing groups, we identified product safety, customer well-being, and employee health and safety paramount to Integra’s long-term success and continued positive global impact. In 2023, we continued discussions with our external stakeholders and conducted a comprehensive review of our initial findings. The results of this process confirmed the results from our initial strategic assessment and will continue to inform our ESG priorities so that they remain well aligned with our external stakeholders so as to maximize value for our external stakeholders and promote our long-term success.


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Proposal 1

The Company recognizes its responsibility to be a good corporate citizen, guided by high moral and ethical standards in its interactions with customers, stockholders, employees and the community in which we operate. Our company purpose and values have long guided our Corporate Responsibility priorities. Such efforts include the following:

Community & Philanthropy: Integra’s commitment to limiting uncertainty goes beyond the walls of the operating room and extends to the global communities in which the Company participates. Integra has an extensive history of partnering with patients and working alongside organizations such as Wounded Warriors, the Children’s Brain Tumor Foundation, the Phoenix Burn Society, and the Hydrocephalus Association, among many others. The Company works closely with the Integra Foundation, a 501(c)(3) organization which offers grants to organizations that support people affected by diseases and other conditions. Each year Integra colleagues have the opportunity to connect with their communities and volunteer their time for community improvement projects such as supporting disaster relief efforts.

Compliance & Ethics: Integra is committed to its Code of Conduct and to holding the Company accountable as a leader in the medical technology industry. The Company operates a comprehensive compliance program, which is supported by a training program led by Integra’s Chief Compliance Officer. Our comprehensive Code of Conduct reflects our expectation of compliance with laws, regulations, and codes of ethics relevant to our industry around the world. This Code of Conduct is on the Integra website and applies to all individuals and organizations that are suppliers to or third-party intermediaries for Integra. It establishes minimum requirements and expectations for the conduct of Integra’s business partners, and Integra encourages its partners to establish stricter or more extensive requirements where appropriate. Consistent with this policy, Integra will not tolerate any forms of slavery, servitude, forced labor and human trafficking, and business partners must not engage in any practice that constitutes any form of modern slavery.

People: Integra believes its colleagues are its greatest assets and understands that the work we do every day makes a significant, positive difference in improving patients’ lives. Attracting and retaining key talent is a high priority for our management team and our Board. We value diversity and inclusion and are committed to leveraging our different ideas, backgrounds, interests, and beliefs to make Integra a stronger, higher performing company and a place our colleagues, partners, and potential employees want to work. We offer a variety of opportunities for our employees to learn and grow. Continued learning and development is a critical component of employee job satisfaction, retention, and career advancement—and ultimately, a driver of business success. We regularly seek employee feedback and sentiment about our workplace through global engagement surveys conducted on a bi-annual basis and we are committed to improving the quality of life of our employees and their families by offering numerous wellbeing programs and initiatives.

Diversity & Inclusion (“D&I”): A diverse workforce and an inclusive culture is a business priority and key to the Company’s long-term success. The Company’s commitment to D&I starts at the top with our Board and Chief Executive Officer. At all levels of the Company, Integra focuses on attracting, retaining, and developing our diverse talent. A few of the Company’s notable D&I advancement measures include but are not limited to the following:



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.


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Proposal 1



Employee Resource Groups						The Company maintains a growing number of employee resource groups totaling 7 in 2023. These include employee resource groups such as the Women of Integra Network, Integra Black & African American Employee Resource Group, PRIDE (LGBTQ+ Employee Resource Group), Asian American and Pacific Islander Network, Indian American Employee Resource Group and Integra Veterans Employee Resource Group. In 2023, UNIDOS (Hispanic and Latinx 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.



Diversity in Early Talent						In 2023, we formally launched our Early Talent and University Relations program. As part of this effort, we formed partnerships with several universities and colleges across the United States, including minority serving institutions. Our employees and leaders participated in career workshops, job fairs and helped to mentor the next generation of talent. In addition, the Company launched a pilot cohort of early talent associates which enabled 5 recent college graduates the chance to kick start their careers at Integra while also being provided with leadership development support.

Environmental Health & Safety: Integra is committed to providing a safe environment for all employees and visitors. We rely on our environmental, health and safety management systems as well as entrusting our managers to oversee and ensure health and safety at their respective sites and foster a workplace culture to achieve that end. We implement our approach globally by our systems and support at regional and country levels from colleagues that implement proper safety protocols, identify and correct hazards, and remain safety conscious at all times. Managers are expected to enforce health and safety regulations, including compliance with applicable federal, state and local laws. Our Environmental Health and Safety ("EH&S") organizational structure incorporates both workplace EH&S coordinators and compliance teams. We have developed an Incident Procedure Policy and General Safety Rules that guide our colleagues to improve our workplace environment, improve safety, and reduce risk and costs.

For more information regarding Integra’s corporate responsibility efforts, including specific policies and programs, please visit https://www.integralife.com/csr. Information on that website is updated periodically and believed to be true at the time it is posted. References to our website throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of this proxy statement.

Risk Assessment Regarding Compensation Policies And Practices

The Company recently conducted a risk assessment of our compensation policies and programs, including our executive compensation programs (which also covers certain other employees globally). We reviewed and discussed the findings of the assessment with the Compensation Committee and the full Board at its meeting in February 2024 and concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive or unnecessary risk-taking behavior. As a result, we do not believe that risks relating to our compensation programs are reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed


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Proposal 1

management’s report on the review and assessment of such compensation programs and approved these conclusions. In conducting this review, we considered the following attributes of our programs:

•Mix of base salary, annual bonus opportunities and long-term equity compensation;

•Balance between annual and long-term performance opportunities;

•Alignment of annual and long-term incentives to ensure that the awards encourage consistent behaviors and achievable performance results, without encouraging excessive or unnecessary risk-taking;

•Ability to use non-financial and other qualitative performance factors in determining actual compensation payouts;

•Use of equity awards that vest over time, discouraging excessive or unnecessary risk-taking by senior leadership;

•The provision of senior executives with long-term equity-based compensation on an annual basis. We believe as executives accumulate awards over a period of time, they are encouraged to take actions that promote the long-term sustainability of our business;

•Stock ownership guidelines and vesting requirements that are reasonable and align the interests of the executive officers with those of our stockholders while discouraging executive officers from focusing on short-term results without regard for long-term consequences; and

•Systems and processes in place to identify and assess risk.

Our Compensation Committee considered the implications of our compensation practices during its deliberations on the design of our 2024 executive compensation programs, with the goal of appropriately balancing short-term incentives and long-term performance, in order to appropriately address risk.

Director Attendance At Annual Meetings

It is our policy to encourage our directors to attend the annual meeting of stockholders. All of our directors who served at the time of the prior year’s annual meeting of stockholders, and who were also director nominees at such meeting, attended last year’s meeting.

Communications With The Board

Stockholders may communicate with our Board, any of its constituent committees or any member thereof by means of a letter addressed to the Board, its constituent committees or individual directors and sent care of Integra LifeSciences Holdings Corporation, 1100 Campus Road, Princeton, NJ 08540, Attention: Executive Vice President, Chief Legal Officer and Secretary. The Corporate Secretary reviews correspondence addressed to our Directors and forwards to the appropriate member of the Board those communications that deal with the functions of our Board or its committees, or that otherwise require Board attention. The Corporate Secretary will not forward communications that are unrelated to the duties and responsibilities of our Board, such as business solicitations or advertisements.


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DIRECTOR COMPENSATION

The Board believes that providing competitive compensation is necessary to attract and retain qualified non-employee directors. The key components of non-employee director compensation are an annual equity grant and an annual retainer.

The compensation of directors during 2023 was for the compensation payable during the period beginning with the Company’s 2023 Annual Meeting of Stockholders on May 12, 2023 and ending with the Company’s 2024 Annual Meeting of Stockholders on May 9, 2024.

The Compensation Committee annually reviews compensation paid to non-employee directors and makes adjustments, as appropriate. In December 2022, the Compensation Committee reviewed the compensation structure for non-employee directors, considered advice from its independent compensation consultant and approved: (i) an increase to the annual equity grant to all independent directors by $15,000 (from $205,000 to $220,000), (ii) an increase to the cash retainer paid to all non-executive directors by $5,000 (from $75,000 to $80,000) and (iii) an increase to the cash fee paid to the Presiding Director by $5,000 (from $25,000 to $30,000). These increases, which took effect for the compensation period beginning with the Company's 2023 Annual Meeting of Stockholders, were designed to elevate total director remuneration from below the market median to a level more closely aligned with the market median for the peer group of the Company.

As compensation for their service during the period beginning with the Company’s 2023 Annual Meeting of Stockholders, non-employee directors received an annual equity grant in the form of restricted stock with a fair market value on the date of grant of $220,000 (or $270,000 for the Chairman). Directors were slated to receive an annual retainer of $80,000, payable in one of three ways, at their election: (1) in cash, (2) in restricted stock, or (3) one half in cash and one half in restricted stock. In addition, the Company paid the following separate annual cash fees to certain directors as follows: (1) $15,000 for the Nominating and Corporate Governance Committee Chair, (2) $15,000 for the Compensation Committee Chair, (3) $20,000 for the Audit Committee Chair, (4) $15,000 for the Finance Committee Chair, (5) $30,000 for the Presiding Director and (6) $75,000 for the Chairman.

The Company pays reasonable travel and out-of-pocket expenses incurred by non-employee directors in connection with attendance at meetings to transact business of the Company or attendance at meetings of the Board or any committee thereof.

The following table provides details of the total compensation for non-employee directors in 2023.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2)(3) ($)	Option Awards(4)(5) ($)	All Other Compensation ($)	Total ($)

Keith Bradley, Ph.D.	46,250	260,063	—	—	306,313
Shaundra D. Clay	40,000	220,038	—	—	260,038
Stuart M. Essig, Ph.D.	152,500	270,020	—	—	422,520
Jeffrey A. Graves, Ph.D. (6)	—	90,679	—	—	90,679
Barbara B. Hill	42,500	300,039	—	—	342,539
Renee W. Lo	77,500	220,038	—	—	297,538
Raymond G. Murphy	77,500	220,038	—	—	297,538
Christian S. Schade	73,242	220,038	—	—	293,280
Donald E. Morel, Jr., Ph.D. (7)	45,000	—	—	—	45,000

1.Fees earned or paid in cash includes the annual retainer awarded to directors. The annual retainer is payable in one of three ways, at the election of each director: (1) in cash, (2) in restricted stock, or (3) one half in cash and one half in restricted stock.

2.This column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, based on the closing price of the Company’s common stock on the grant date.


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Director Compensation

3.Stock awards outstanding as of December 31, 2023 for each incumbent director consisted of restricted shares of common stock, as follows: Keith Bradley — 5,302; Shaundra D. Clay — 4,486; Stuart M. Essig — 5,505; Jeffrey A. Graves — 2,216; Barbara B. Hill — 6,117; Renee W. Lo — 4,486; Raymond G. Murphy — 4,486; and Christian S. Schade — 4,486.

4.This column, if applicable, reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, based on the fair value of the option on the grant date as estimated using the binomial distribution model. For a discussion of assumptions used to estimate fair value, please see Note 9, “Stock-Based Compensation,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

5.As of December 31, 2023, there were no outstanding stock option awards held by any of our directors.

6.Mr. Graves was appointed to the Board on December 12, 2023. The amounts above includes the payment to Mr. Graves of the 2023 annual retainer and 2023 annual equity grant, pro-rated, in each case, based on his appointment as of December 12, 2023.

7.Dr. Morel was a member of our Board from 2013 through May 2023. Dr. Morel did not stand for re-election at the 2023 annual meeting of stockholders and ceased to serve as a director following the conclusion of such meeting.


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INFORMATION ABOUT EXECUTIVE OFFICERS

Executive officers are chosen by and serve at the discretion of the Board. Set forth below is the name, age, position, along with certain biographical information for our executive officers, not including Jan De Witte, our President and Chief Executive Officer and Dr. Essig, our Executive Chairman. For Mr. De Witte's biographical information, please see page 11 of this proxy statement. For Dr. Essig's biographical information, please see page 12 of this proxy statement.


Name	Age	Position

Robert T. Davis, Jr.	65	Executive Vice President, President, Tissue Technologies
Jan De Witte	59	President and Chief Executive Officer and Director
Stuart M. Essig, Ph.D.	62	Executive Chairman
Lea Knight	52	Executive Vice President and Chief Financial Officer
Michael McBreen	58	Executive Vice President, President, Codman Specialty Surgical
Jeffrey Mosebrook	47	Senior Vice President, Finance and Principal Accounting Officer
Eric I. Schwartz	55	Executive Vice President, Chief Legal Officer and Secretary
Harvinder Singh	57	Executive Vice President & President, International
Chantal Veillon	54	Executive Vice President and Chief Human Resources Officer


						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.


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Information About Executive Officers


						Lea Knight is Integra’s Executive Vice President and Chief Financial Officer. Ms. Knight joined Integra in June 2023 and is responsible for overseeing accounting and financial reporting, budgeting, internal audit, tax, treasury, investor relations and information systems. Prior to joining Integra, Ms. Knight served as the executive vice president of business finance for Booz Allen Hamilton from September 2022 until June 2023, where she was responsible for providing strategic and financial leadership to their business sectors. Prior to her role at Booz Allen Hamilton, Ms. Knight worked for Johnson & Johnson for over 18 years, where she held various financial roles of increasing responsibility, including the chief financial officer of Johnson and Johnson’s North America pharmaceuticals business from September 2021 through July 2022. Ms. Knight started her career in public accounting at Arthur Andersen LLP where she managed audit engagements and helped to stand-up the firm’s Healthcare Consulting and Mergers & Acquisitions practices for the Philadelphia office. Ms. Knight is a board trustee of Thomas Jefferson University and Health System. She is also a member of the Philadelphia Forum of Executive Women and a former member and chair of the board of directors for the Public Interest Law Center. Ms. Knight earned an undergraduate degree in accounting from the University of Virginia and holds an M.B.A. in finance and strategic management from the Wharton School, University of Pennsylvania. She is a certified public accountant licensed in Pennsylvania.


						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 Accounting Officer. He was appointed Principal Accounting Officer in October 2017. From February 2023 to June 2023, Mr. Mosebrook also served as our Principal Financial Officer. 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.


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Information About Executive Officers


						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 CardioVIP, 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.


						Chantal Veillon is Integra’s Executive Vice President and Chief Human Resources Officer. Ms. Veillon, who has served in this role since joining the Company in August 2023, 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.Veillon brings significant global Human Resources leadership experience. Prior to joining Integra, Ms. Veillon worked at Bristol Myers Squibb for over 10 years and held senior human resources leadership roles of increasing responsibility, supporting research and development, manufacturing, supply chain, commercial operations, corporate functions globally and regionally in the United States and Europe. Ms. Veillon also held various global human resources leadership roles at Honeywell and GE Healthcare prior to joining BMS. She started her career at Vivendi Games as its in-house lawyer with international responsibilities and during her tenure, she expanded her scope to include the HR function. Ms. Veillon received both her J.D. and M.B.A. in international commercial law from Université Paris 1 Panthéon-Sorbonne in France.


32			2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

As a world leader in medical technologies, Integra is driven by our purpose of restoring patients’ lives. We innovate treatment pathways to advance patient outcomes and set new standards of surgical, neurologic and regenerative care. We are guided by our integrated growth strategy, which will enable us to capitalize on the favorable market dynamics, achieve profitable growth acceleration and create shareholder value now and into the foreseeable future. Delivering this strategy requires a team of highly engaged and skilled leaders who are rewarded for the performance they deliver.

To ensure our leaders are driven to deliver excellence for customers, patients, stockholders and colleagues, our executive compensation program is designed to link business priorities with performance.



			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).

This Compensation Discussion and Analysis (“CD&A”) describes the 2023 compensation of our named executive officers ("NEOs") listed below. It also provides an overview of our executive compensation program, which we continue to refine based on stockholder feedback, competitive market practice, and Company performance.


Named Executive Officer	Role	2023 Time In Role

Mr. Jan De Witte	President and Chief Executive Officer (CEO)	Full Year
Ms. Lea Knight	Executive Vice President and Chief Financial Officer (CFO)	Beginning June 28, 2023
Mr. Jeffrey Mosebrook	Senior Vice President, Finance & Principal Accounting Officer Interim Principal Financial Officer (PFO)	Full Year February 2 to June 28, 2023
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
Ms. Carrie Anderson1	Executive Vice President and Chief Financial Officer (CFO)	January 1 to February 2, 2023

1.Effective February 2, 2023, Ms. Anderson resigned as Chief Financial Officer.

Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer. As a result, the discussion of how we establish the compensation for the NEOs does not apply to him. Mr. Mosebrook is an NEO for disclosure purposes only because he served as our interim principal financial officer for part of 2023.


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Compensation Discussion and Analysis

Summary of Our 2023 Decisions

The Compensation Committee makes decisions regarding NEO total compensation (base salary, annual bonus objectives and payments, and annual equity grants) in connection with our annual performance review process. The table below summarizes the Compensation Committee’s decisions and provides information on updates to the compensation programs for 2023.



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 •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 2023 Compensation Decisions (See Pages 42 – 48 For More Information)						Base Salary Decisions NEOs received salary increases based on business performance, competitive compensation data and individual performance. All NEOs including Mr. Mosebrook received an increase aligned to our 2023 global merit budget with the exception of Mr. McBreen who received a 6.1% merit increase to reflect his 2022 performance and a 12.9% market increase to remain competitive with our peer group. Ms. Knight's 2023 base salary was set when she joined the Company in June 2023. Cash Bonus Decisions In February 2023, 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 2023, the overall annual bonus pool was funded at 0% of target. The Compensation Committee considered this funding appropriate based on the Company results. The NEOs did not receive a cash bonus for 2023 performance. Mr. Mosebrook served as interim Principal Financial Officer from February 2 through June 28, 2023. As a senior vice president, Mr. Mosebrook was eligible for a bonus payment consistent with other non-NEO employees at the senior vice president level and the general employee population. Equity Grant Decisions On March 10, 2023, Mr. De Witte received an annual equity grant with a fair market value of $5,500,089. Grants for the other NEOs ranged in value from $260,120 to $2,218,875.
						Equity grants consist of 50% performance stock units (PSUs) and stock options and restricted stock (RSUs for Mr. De Witte) each weighted at 25%. Mr. Mosebrook's equity grants consists of 50% PSUs and 50% restricted stock consistent with the annual equity grants awarded to other non-NEO US senior vice presidents. The 2023 PSU target level goal increased to 5.7% annual organic revenue growth. The PSU's maximum level of performance is 7% annual organic revenue growth and the vesting percentage opportunity for this award is 150% when this exceptional performance is achieved or surpassed.


34			2024 Proxy Statement

Compensation Discussion and Analysis


Key 2023 Compensation Decisions (See Pages 42– 48 For More Information)						In consideration for serving as interim PFO while retaining his Senior Vice President, Finance and PAO role for the full year, Mr. Mosebrook was given a restricted stock award valued at $500,000 with a two-year cliff vest. New Hire Decisions In consideration of Ms. Knight’s repayment of a cash sign-on received from her prior employer, the Compensation Committee awarded Ms. Knight a one-time payment of $350,000 in June 2023 when she joined the Company. Ms. Knight received a one-time restricted stock award in the amount of $1,000,000 granted on July 1, 2023, largely in consideration of her forfeiture of unvested equity from her prior employer. Her award was provided in two grants as follows: $750,000 in restricted stock award which vests in three equal installments on the anniversary dates of the grant for the forfeiture of unvested equity and 2023 bonus from her previous employer and $250,000 in restricted stock which vests on the third anniversary of the grant date for sign-on attraction. PSU Vesting Decisions In February 2024, the Compensation Committee reviewed the annual organic revenue growth goal for 2023 performance as it relates to the vesting of 2021, 2022 and 2023 PSU grants. Based on the Company's performance, PSUs tied to the 2023 performance year vested at 0% of target for the 2021, 2022 and 2023 PSUs.


Say-On-Pay Results And Stockholder Feedback						The Company continues to receive high levels of Say-on-Pay support, with 98.8% of votes cast in favor at our 2023 annual meeting of stockholders. The Compensation Committee believes this support, coupled with positive feedback from stockholders, to be an endorsement of our current program, which is considered as part of the Compensation Committee’s annual review.


2024 Proxy Statement			35

Compensation Discussion and Analysis

Supporting Our Pay-For-Performance Philosophy


In support of our pay-for-performance philosophy and achievement of strong Company performance, the majority of the total compensation opportunity that our President and CEO and other NEOs receive is “at-risk” and dependent upon future performance. Market-competitive base salaries are established to provide our NEOs with a stable and secure source of income with “at-risk” pay aligned to driving our four strategy pillars. Consistent with the Company’s overall executive compensation philosophy, NEOs are rewarded for their strong leadership and individual performance and provided with equity incentives to ensure alignment of their interests with those of our stockholders. For Mr. De Witte, 88% of his on-going target total direct compensation opportunity is at-risk, as shown below. On average, the target total direct compensation for our NEOs other than Mr. De Witte that is at-risk is 75%. Given the nature and intent of the award, Ms. Knight's $1,000,000 equity award granted in July 2023 is excluded from the average on-going target total direct compensation for our other NEOs. Mr. Mosebrook served as our interim Principal Financial Officer from February 2, 2023 to June 28, 2023 until Ms. Knight was appointed as our Chief Financial Officer. Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer. As a result, discussion of the compensation for our NEOs, including the components and targets thereof, does not apply to him. For this reason, Mr. Mosebrook is excluded from the average on-going target total direct compensation for our other NEOs appearing below.						The majority of total direct compensation for our NEOs — 88% for our President and CEO and an average of 75% for our other NEOs — is “at-risk” based on the achievement of specific performance goals and stock price performance.

Aligning Pay With Performance

https://cdn.kscope.io/511fdef938f00feead7217ac4d378b3c-Pay at Risk Charts.jpg

We emphasize variable pay rather than fixed pay, with target opportunities based on market practices and payments based on performance. The structure of our executive compensation program ensures that as an executive’s scope of responsibility increases, a greater portion of his or her compensation comes from performance-based pay. For 2023, the performance-based components of our executive compensation program were designed as follows:


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Compensation Discussion and Analysis


	Short-Term Incentive	Long-Term Incentive	Long-Term Incentive
	Annual Bonus	Performance-based Equity	Time-based Equity
Objective	Reward achievement of short-term (annual) corporate performance goals	Reward exceptional long-term financial results and drive stockholder value creation	Reinforce ownership in the Company with a focus to increase stockholder value over the long term and support retention of executives
Form	Cash	Performance Stock Units (PSUs) (50%) Non-qualified Stock Options (25%)	Restricted Stock Units (RSUs) (25%) for CEO only Restricted Stock (25%) for all other named executive officers
Time Horizon	1 Year	3 Years (PSU) 4 Years (Stock Options)	3 Years1
Metrics	Revenue — 40% weighting Adjusted EBITDA2 — 40% weighting Operating cash flow — 20% weighting	Annual organic revenue growth3 Stock price appreciation Continued employment	Stock price appreciation Continued employment

1.For Mr. De Witte, RSUs vest annually over three years and generally include a deferral feature that provides that the award will be paid within 30 days following the six-month anniversary of his departure from the Company.

2.Defined as GAAP net income excluding (i) depreciation and amortization; (ii) other income (expense); (iii) interest income and expense; (iv) income tax expense (benefit); and (v) those operating expenses also excluded from adjusted net income. The measure of adjusted net income consists of GAAP net income, excluding: (i) structural optimization charges; (ii) divestiture, acquisition and integration-related charges; (iii) EU Medical Device Regulation-related charges; (iv) charges related to the voluntary global recall of products manufactured at the Company's Boston, Massachusetts facility, (v) intangible asset amortization expense; and, (vi) income tax impact from adjustments. See "Appendix A - Non-GAAP Financial Measures".

3.Organic revenue consists of total revenues excluding the effects of currency exchange rates, revenues from current-period acquisitions and product divestitures and discontinuances. Organic revenue growth is the increase in organic revenue compared to the prior year’s organic revenue. See "Appendix A - Non-GAAP Financial Measures".


2024 Proxy Statement			37

Compensation Discussion and Analysis

Compensation Best Practices

The Compensation Committee applies a number of corporate governance features related to executive compensation, which are summarized below. We believe these mechanisms help to ensure alignment of executive and stockholder interests.

What We Do

What We Don't Do

Deliver executive compensation primarily through performance-based at-risk pay

No hedging or pledging of equity

Maintain a peer group for benchmarking pay

No repricing of stock options

Set challenging short- and long-term incentive objectives

No guarantees or minimums related to base salary increases, annual bonuses or equity grants

Place a cap on the annual bonus payments and PSUs earned that executives can receive

No duplication of long-term performance targets with our annual performance targets

Provide strong oversight that ensures adherence to equity grant regulations

No gross-ups in connection with a change in control

Maintain a clawback policy for annual bonus and equity compensation, as well as an anti-hedging/pledging policy

No excessive perquisites

Require stock ownership by executives, with minimum ownership levels defined by role

No supplemental executive retirement plans

Have double-trigger change-in-control arrangements

Conduct an annual risk assessment to mitigate any compensation program-related risk having a material adverse effect on the Company

Offer market-competitive benefits for executives that are consistent with the benefits provided to the rest of our employees

Consult with an independent consultant on compensation levels and practices

Engage with stockholders regarding our compensation programs.

Stockholder Input On Executive Compensation


We value the opinions of our stockholders and regularly solicit input on our executive compensation program. The Compensation Committee rigorously evaluates the design of our executive compensation and the decisions concerning each of our NEOs, taking into account stockholder feedback, including the advisory Say on Pay vote cast at our annual meeting.						For our 2023 Say-on-Pay, approximately 98.8% of the “say-on-pay” stockholder votes cast approved the compensation for our named executive officers.

For our 2023 Say-on-Pay, approximately 98.8% of the votes cast approved the compensation for our NEOs. We believe this support resulted largely from the improvements we have made, and continue to make, to our executive compensation program and the strong alignment between pay and the Company’s performance. The strong Say-on-Pay vote shows support for our current executive compensation design.


38			2024 Proxy Statement

Compensation Discussion and Analysis

Over the course of 2023, we gathered feedback with respect to our executive compensation program in a number of different settings. Integra’s management team engaged with stockholders representing over 50% of our outstanding shares by participating in over a dozen institutional investor events globally at which we discussed our strategic plans and growth prospects and held approximately 300 meetings with institutional investors. Through this engagement, we received feedback from stockholders on topics such as corporate strategy, governance and sustainability, as well as business and financial performance. Feedback from investors continues to highlight organic revenue growth as a key indicator for the strength of our business and a driver of stockholder value creation.

To strengthen our pay-for-performance culture, the Compensation Committee considered our strong 2023 vote results and the feedback obtained from our investor outreach when making decisions relating to compensation for our NEOs for 2023. Our philosophy is to use performance metrics that directly align with our business strategy and stockholder interests. Based on these factors, annual organic revenue growth has been used as our long-term incentive performance shares metric since 2018 and will continue to be the measure in 2024.

Role of the Compensation Committee

The Compensation Committee undertakes a comprehensive annual review of the executive compensation program for all NEOs, as well as other executives within the Company, on an annual basis. While Integra management provides input, it is the responsibility of the Compensation Committee to evaluate and approve our executive compensation philosophy, plans, policies, programs and decisions.

The following table illustrates the steps the Compensation Committee follows to ensure the total compensation for our NEOs is competitive, appropriately tied to performance, and does not promote undue risk taking.

Step 1:

Input On Compensation

Step 2:

Compensation Committee

Decisions

Step 3:

Compensation Committee

Oversight

At the beginning of each year, management, including the President and CEO, provides recommendations to the Compensation Committee regarding the compensation of the NEOs. The CEO does not make recommendations on his own pay.

These recommendations take into consideration the competitive market pay data provided by the Board’s independent consultant, as well as an evaluation of the NEO’s role, performance and contributions to the Company’s results, as well as the individual’s long-term potential.

(See more below on the Compensation Committee's independent compensation consultant.)

The Compensation Committee considers these recommendations together with the input of our independent compensation consultant and subsequently the Compensation Committee determines the NEOs’ compensation, ensuring it is aligned with our compensation philosophy.

All aspects of the CEO’s compensation are determined solely by the Compensation Committee, with input from the independent compensation consultant.

For the coming year, the Compensation Committee reviews and approves:

•Objectives for the CEO

•Variable pay target opportunities for annual bonus and long-term equity incentives

•Performance metrics for the annual bonus and equity grants

The Compensation Committee ensures performance metrics are consistent with the financial, operational and strategic goals set by the Board, that the performance goals are sufficiently ambitious and that amounts paid (when target performance levels are achieved) are consistent with our executive compensation philosophy.


2024 Proxy Statement			39

Compensation Discussion and Analysis

Role of the Independent Compensation Consultant

The Compensation Committee engages WTW (formerly known as Willis Towers Watson) as its independent executive compensation consultant. WTW conducts thorough market analyses and offers strategic recommendations that serve as inputs for the Compensation Committee's decisions. WTW continuously updates the Compensation Committee on pertinent market trends and evolving regulatory landscapes as it relates to executive compensation. In addition to reviewing executive compensation proposals presented by management, WTW collaborates closely with the Compensation Committee to validate and strengthen the pay-for-performance relationship and alignment with stockholders.

Pursuant to the rules of the SEC, the Compensation Committee has reviewed the SEC’s independence factors for compensation advisers and concluded that no conflict of interest exists that would prevent WTW from independently representing the Compensation Committee. In 2023, in addition to the executive compensation consulting services provided, WTW provided corporate risk and brokering services and additional rewards consulting services to the Company with total fees of $422,598.

Role of the Executive Compensation Peer Group


To help ensure we provide our NEOs with fair and market-competitive compensation and to support retention of our key leaders, we annually review the compensation provided to our executives against executives within our peer group of companies. In 2023, this peer group consisted of companies determined to be: •Similar in size (revenue and market capitalization), complexity and global reach to Integra; •In the medical technology or a similar industry; and •In competition with Integra for executive talent.						Integra is currently at the 40th percentile for revenue when compared to the 2023 peer group. We generally position each element of compensation and the total compensation packages for executive officers to align with the 50th percentile of our peer group.

Our peer group is regularly reviewed by the Compensation Committee with consideration given to our strategy and the advice of our independent compensation consultant. The 2022 peer group approved by the Compensation Committee and used in setting 2023 compensation is shown below. Varian Medical Systems, Inc. and Hill-Rom Holdings, Inc. were removed due to acquisitions. QuidelOrtho Corporation, which is aligned with our revenue and business model, was added.


2022 Executive Compensation Peer Group

ABIOMED, Inc.	Integer Holdings Corporation	ResMed, Inc.
Align Technology, Inc.	Intuitive Surgical, Inc.	Steris Plc
CONMED Corporation	Invacare Corporation	Teleflex Incorporated
Edwards Lifesciences Corporation	Masimo Corporation	The Cooper Companies, Inc.
Haemonetics Corporation	Nuvasive, Inc.	West Pharmaceutical Services, Inc.
Hologic, Inc.	QuidelOrtho Corporation

The 2023 peer group approved by the Compensation Committee in setting 2024 compensation is shown below. Abiomed, Inc. and Invacare Corp were removed due to an acquisition and bankruptcy filing, respectively. Enovis Corporation, Merit Medical Systems, Inc., LivaNova PLC and Organogensis Holdings Inc., which are aligned with our revenue and business model, were added.


40			2024 Proxy Statement

Compensation Discussion and Analysis


2023 Executive Compensation Peer Group

Align Technology, Inc.	Intuitive Surgical, Inc.	ResMed, Inc.
CONMED Corporation	LivaNova PLC	Steris Plc
Edwards Lifesciences Corporation	Masimo Corporation	Teleflex Incorporated
Enovis Corporation	Merit Medical Systems	The Cooper Companies, Inc.
Haemonetics Corporation	Nuvasive, Inc.	West Pharmaceutical Services, Inc.
Hologic, Inc.	Organogenesis Holdings, Inc.
Integer Holdings Corporation	QuidelOrtho Corporation

Elements of the Executive Compensation Program

Integra’s executive compensation consists of fixed pay and variable pay, including cash and non-cash components. We continue to emphasize variable pay rather than fixed pay, with the majority of the compensation being “at risk” performance-based compensation. We compare our executive compensation elements and total compensation against those of our peer group companies targeting the median while aligning to our executive compensation philosophy. The chart below summarizes the various elements of Integra’s executive compensation and their purpose:


	Objective	Type of Compensation	Key Features
Base Salary	Provide competitive fixed pay that is tied to the market and allows us to attract, retain and motivate executives within the medical technology industry and broader market	Cash	•Reflects individual skills, experience, responsibilities and performance over time •Influences annual bonus and long-term incentive opportunity •Provides a stable and secure source of income
Short-Term Incentive —Annual Bonus	Encourage focus on short-term business performance	Cash	•Performance-based reward tied to achievement of short-term corporate performance goals •Payment reflects the attainment of corporate financial goals as well as individual accomplishments in strategy, financial, and cultural elements associated with their leadership responsibilities for their given area •Paid only if threshold performance levels are met or exceeded
Long-Term Incentive — Performance Stock Units (PSUs)	Increase multi-year organic revenue growth	Equity	•Performance-based rewards tied to achievement of long-term corporate performance goals •Vests only if threshold performance levels are met or exceeded •Promotes retention and enhances executive stock ownership •Links value to stock price
Long-Term Incentive —Non-qualified Stock Options	Closely align executive and stockholder interests and aid in retention	Equity	•Promotes retention and enhances executive stock ownership •Links value to stock price appreciation


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Compensation Discussion and Analysis


Long-Term Incentive —Restricted Stock & RSUs	Closely align executive and stockholder interests and aid in retention	Equity	•Promotes retention and enhances executive stock ownership •Links value to stock price
Other Benefits	Aid in attracting and retaining talent	Benefit	•Broad-based benefits available to all employees •Executive physical exam program •Non-Qualified Deferred Compensation Program available to all eligible employees

Analysis of 2023 Compensation Decisions

Base Salary

We establish base salaries for NEOs that reflect each executive’s experience, expertise, and the complexity of his or her role as well as current competitive compensation data and internal comparisons. The Compensation Committee reviews base salaries of our NEOs annually, and approves increases considering factors such as prior year performance, market competitiveness and affordability. Our NEOs’ annual base salary changes are generally aligned with Integra’s global annual merit budget with generally an effective date each year of April 1.

2023 Base Salary Decisions

NEOs received salary increases based on business performance, competitive compensation data and individual performance. Mr. De Witte and Messrs. Davis and Schwartz received an increase aligned to the global merit budget. Mr. Mosebrook received an increase to reflect his 2022 performance and a market adjustment to remain competitive to similar senior vice president roles in the healthcare and general industry with the same revenue scope. Mr. McBreen received a 6.1% merit increase to reflect his 2022 performance and a 12.9% market adjustment to remain competitive with our peer group. Ms. Knight joined the Company on June 28, 2023, at which time her annual salary was set. Ms. Anderson did not receive an increase in 2023 as she resigned as Chief Financial Officer effective February 2, 2023. The base salaries in effect for the named executive officers for 2022 and 2023 were as follows:


	2022 BASE SALARY	2023 BASE SALARY	% INCREASE

Jan De Witte	$850,000	$884,850	4.10%
Lea Knight	N/A	$600,000	—%
Jeffrey Mosebrook	$352,039	$380,000	7.90%
Robert T. Davis, Jr.	$500,684	$525,734	5.00%
Michael J. McBreen	$525,000	$625,000	6.1% Merit 12.9% Market Adjustment
Eric I. Schwartz	$525,000	$540,488	2.95%
Carrie Anderson	$580,000	$580,000	—%

Annual Bonus

Our Performance Incentive Compensation Plan (the “Bonus Plan”) provides NEOs with the opportunity to earn a cash award when they deliver strong annual Company and individual performance.

NEOs are eligible for bonus payments only if the Company achieves a threshold goal of at least 70% of prior year adjusted EBITDA. If 70% of prior year adjusted EBITDA is met, the Bonus Plan is funded. Actual bonuses are determined based on the Company’s achievement of annual performance goals determined by the Compensation Committee within the first 90 days of each year. The annual bonus pool is determined based on Company performance — revenue (40% weighting), adjusted EBITDA (40% weighting) and operating cash flow (20% weighting). These metrics were selected as they are key indicators of the strength of our business and we believe they drive long-term stockholder return.


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Compensation Discussion and Analysis

Each NEO has a target bonus opportunity, with no minimum (that is, the actual payment could be 0%) and a cap at 200% of their target (200% of base salary for Mr. De Witte based on his employment agreement). Actual annual bonus paid may be modified based on an individual’s performance.

Annual Bonus Pool Funding

The annual bonus pool is funded for all Bonus Plan participants based on Company performance. The aggregate amount of the final payments to all participants, including the NEOs, may not exceed the overall funded pool. For 2023, the Company’s funding model was as follows:


PERFORMANCE METRIC	WEIGHT	Performance Goals as a % of Target
		Below Threshold	Threshold	Target	Maximum

Revenue	40%	95.9%	96%	100%	104%
Adjusted EBITDA¹	40%	92.9%	93%	100%	107%
Operating Cash Flow	20%	84.9%	85%	100%	115%
Annual Bonus Pool Funding (as a % of Target)		0%	20%	100%	150%

1.Defined as GAAP net income excluding (i) depreciation and amortization; (ii) other income (expense); (iii) interest income and expense; (iv) income tax expense (benefit); and (v) those operating expenses also excluded from adjusted net income. The measure of adjusted net income consists of GAAP net income, excluding: (i) structural optimization charges; (ii) divestiture, acquisition and integration-related charges; (iii) EU Medical Device Regulation-related charges; (iv) charges related to the voluntary global recall of products manufactured at the Company's Boston, Massachusetts facility, (v) intangible asset amortization expense; and, (vi) income tax impact from adjustments. See “Appendix A — Non-GAAP Financial Measures”.

This same funding model will apply for the 2024 performance year. Additionally, the Compensation Committee has discretion to adjust the amount of the bonus pool funding, and subsequently named executive officer awards.

Our reported results may be adjusted when comparing to our annual bonus targets for unusual events outside the control of Management including currency impact versus budget. We also exclude certain transactions such as material acquisitions or divestitures if these items were not included in the performance target.

2023 presented numerous operational challenges, including the voluntary global recall and manufacturing stoppage of all products manufactured at our Boston, Massachusetts facility. Despite these challenges, we were able to strengthen our operational capabilities while capitalizing on the growth of our markets and the resilience of our products.

The chart below shows our achievements against the performance targets for each metric in 2023:

Revenue

Adjusted EBITDA

Operating Cash Flow

($ in Millions)

Achieved 95% of Target

Achieved 85% of Target

Achieved 56% of Target


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Compensation Discussion and Analysis

The specific revenue metric adjustment reviewed and made by the Compensation Committee for 2023, as reflected in the graph above, included an adjustment for foreign exchange impact versus budget. Revenue was adjusted by $1.0 million to $1,542.6 from $1,541.6. See "Appendix A - Reconciliation of Non-GAAP Financial Measures".

These achievements did not meet the threshold performance levels for each metric; therefore, the overall annual bonus pool was funded at 0% of target. The Compensation Committee determined that no bonus payout should be made to the NEOs for 2023 performance, except with respect to Mr. Mosebrook. Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer and therefore he was eligible for a bonus payment consistent with the non-NEO general employee population (which includes employees at the senior vice president level).

2023 Annual Bonus (Paid in March 2024)

The following table shows the actual annual bonus amounts awarded for 2023.


	TARGET AS A % OF BASE SALARY	TARGET AWARD OPPORTUNITY	Actual Amount Awarded	Actual as a % Of Target(4)

Jan De Witte	110%	$973,335	$0	0%
Lea Knight1	90%	$275,400	$0	0%
Jeffrey Mosebrook(2)	35%	$133,000	$111,888	84%
Robert T. Davis, Jr.	60%	$315,440	$0	0%
Michael J. McBreen	85%	$531,250	$0	0%
Eric I. Schwartz	70%	$378,342	$0	0%
Carrie Anderson3	80%	$464,000	$0	0%

1.Ms. Knight was eligible for a prorated bonus based on her June 28, 2023 hire date.

2.Mr. Mosebrook served as our interim Principal Financial Officer from February 2, 2023 to June 28, 2023 until Ms. Knight was appointed as our Chief Financial Officer. Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer and therefore he was eligible for a bonus payment consistent with the non-NEO general employee population (which includes employees at the senior vice president level).

3.Effective February 2, 2023, Ms. Anderson resigned from the Company, therefore, was not eligible for a cash bonus payout in March 2023.

4.Messrs. Davis and Mosebrook elected to defer a percentage of their 2023 annual bonus paid in March 2024 (to the extent that a bonus was paid) under the Non-Qualified Deferred Compensation Program. Specifically, Mr. Davis deferred 35% and Mr. Mosebrook deferred 10%

Equity Grants

Equity grants help to align executive interests with those of our stockholders. The Compensation Committee considers Company performance, individual performance, long-term potential and market practice when determining the value and type of equity. We award an annual grant mix of restricted stock or restricted stock units (RSUs), non-qualified stock options and performance stock units (PSUs) as shown below.

https://cdn.kscope.io/511fdef938f00feead7217ac4d378b3c-equity mix chart.jpg


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Compensation Discussion and Analysis

Restricted Stock

(all NEOS2

except CEO)

Restricted Stock

Units (RSUs)

(CEO ONLY)

Non-Qualified

Stock Options

Performance

Stock Units (PSUS)

Definition

Represents actual ownership of Integra stock that becomes the executive’s upon vesting

Notional units which are redeemable for Integra stock; their value tracks the value of Integra stock

Once vested, stock options give an executive the right to purchase Integra stock at an exercise price equal to the closing price of our common stock on the date of grant

Notional units which are redeemable for Integra stock subject to performance; their value tracks the value of Integra stock

% of Equity Grant

25%

50%

Performance Metric

Time

Stock price

Organic revenue growth

Vesting

Annually over three years1

Annually over three years; payment is generally deferred until after CEO’s departure from Integra

Annually over four years

Annually over three years based on achievement of performance goals

1.Ms. Knight, in consideration of her forfeiture of unvested equity from her prior employer when she joined the Company in June 2023, received a one-time restricted award in the amount of $1,000,000 granted on July 1, 2023. Her award was provided in two grants as follows: $750,000 in restricted stock award that vests in three equal installments on the anniversary dates of the grant for the forfeiture of unvested equity and 2023 bonus from her previous employer and $250,000 in restricted stock that vests on the third anniversary of the grant date for sign-on attraction.

2.Mr. Mosebrook's equity grants consists of 50% PSUs and 50% restricted stock consistent with the annual equity grants awarded to other non-NEO US senior vice presidents.

Annual Equity Compensation Grants

Annual equity grants are typically made in March of each year. The following criteria are evaluated for each of our NEOs when determining the value of their annual equity award:

•Performance over the long term;

•Performance during the prior year;

•Long-term potential and succession planning;

•Retention considerations;

•Leadership and innovation; and

•Market practices for comparable positions.

2023 Equity Compensation Decisions

The Compensation Committee reviewed the target total direct compensation of our NEOs compared to our peers and made market adjustments to annual equity grant values to continue to be competitive with our peer group.

In March 2023, NEOs, each received an annual equity grant of PSUs, non-qualified stock options and restricted stock (RSUs for Mr. De Witte). Ms. Knight, in consideration of her forfeiture of unvested equity from her prior employer when she joined the Company in June 2023, received a one-time restricted award in the amount of $1,000,000 granted on July 1, 2023. Her award was provided in two grants as follows: $750,000 in restricted stock award that vests in three equal installments on the anniversary dates of the grant for the forfeiture of unvested equity and 2023 bonus from her previous employer and $250,000 in restricted stock that vests on the third anniversary of the grant date for sign-on attraction.


2024 Proxy Statement			45

Compensation Discussion and Analysis


	FAIR MARKET VALUE AT GRANT – 2023
	RESTRICTED STOCK		RSUs		NON-QUALIFIED STOCK OPTIONS		PSUs		TOTAL

Jan De Witte			$	1,375,043	$	1,375,013	$	2,750,033	$	5,500,089
Lea Knight	$	1,000,031							$	1,000,031
Jeffrey Mosebrook(1)	$	663,298					$	96,858	$	760,156
Robert T. Davis, Jr.	$	223,481			$	223,439	$	446,910	$	893,830
Michael J. McBreen	$	929,772			$	429,701	$	859,402	$	2,218,875
Eric I. Schwartz	$	268,051			$	268,002	$	536,049	$	1,072,102
Carrie Anderson2	$	—			$	—	$	—	$	—

1.Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer. As a result, the discussion of how we establish the compensation for the NEOs does not apply to him. His annual equity award is in the form of 50% performance shares units and 50% restricted stock units consistent with other US senior vice presidents. In consideration of serving as Interim PFO while retaining his Senior Vice President, Finance and PAO role for the full year, Mr. Mosebrook was awarded a restricted stock valued at $500,000 with 2-year cliff vesting. His annual equity award included a restricted stock award valued at $163,262 with 3-year ratable vesting.

2.Effective February 2, 2023, Ms. Anderson resigned from the company, therefore, she did not receive an annual equity award in March 2023.

Using Organic Revenue Growth As The PSU Performance Metric

Annual organic revenue growth is the performance metric for PSU awards as it is a key indicator of the strength of our business and stockholder return. Organic revenue consists of total revenues excluding the effects of currency exchange rates, revenues from current-period acquisitions and product divestitures and discontinuances. Organic revenue growth is the increase in organic revenue compared to the prior year.

The three-year annual organic revenue growth goal is derived from a rigorous process that involves input and discussions among the Compensation Committee, CEO and management. We annually review the metrics (and related targets) used in our annual bonus and equity programs to ensure they remain aligned to Integra’s strategic plan.

PSU Vesting For Equity Grants

For the 2020, 2022 and 2023 PSU grants, each NEO, including Mr. Mosebrook, is eligible to receive shares of the Company’s common stock ranging from 0% to 150% of target based on the Company’s achievement of an annual organic revenue growth goal over the prior year’s organic revenue amount during each fiscal year of the performance period as follows:


GROWTH IN ANNUAL ORGANIC REVENUE OVER PRIOR YEAR
	2020 PERFORMANCE GOAL	2022 PERFORMANCE GOAL	2023 PERFORMANCE GOAL	PERFORMANCE VESTING PERCENTAGE

Below Threshold Level	<2%	<2%	<2%	0%
Threshold Level	2%	2%	2%	50%
Target Level	5%	5.3%	5.7%	100%
Maximum Level	7%	7%	7%	150%


46			2024 Proxy Statement

Compensation Discussion and Analysis

For the 2021 grants, to further align the interests of our executives and those of our stockholders and enhance our performance-oriented incentives to drive sustainable long-term performance with the uncertainty of the 2020 COVID-19 pandemic, the Compensation Committee increased the 2021 grant’s maximum vesting percentage to 200% when the Company achieves exceptional organic revenue growth of 14% or more. Each NEO is eligible to receive shares of the Company’s common stock ranging from 0% to 200% of target for the 2021 grant based on the Company’s achievement of the annual organic revenue growth goal over the prior year’s organic revenue amount during each fiscal year of the performance period as follows:


GROWTH IN ANNUAL ORGANIC REVENUE OVER PRIOR YEAR
	2021 PERFORMANCE GOAL	PERFORMANCE VESTING PERCENTAGE

Below Threshold Level	<2%	0%
Threshold Level	2%	50%
Target Level	5%	100%
Maximum Level	14%	200%


If...						Then...


Growth in annual organic revenue over prior year is between threshold and target levels						For 2020, 2021, 2022 and 2023 Grants Performance vesting percentage is determined by extrapolating between threshold level— anchor points of 3% annual organic revenue growth (with a 70% performance vesting percentage) and 4% annual organic revenue growth (with an 85% performance vesting percentage)—and target level.



Growth in annual organic revenue over prior year is between target and maximum levels						For 2020 and 2023 Grants Performance vesting percentage is determined by linear interpolation between target level and maximum level. For 2021 and 2022 Grants Performance vesting percentage is determined by extrapolating between target level and maximum.



Target performance in a particular year is not attained but the Company achieves its cumulative goal (an average three-year annual organic revenue growth rate of at least target level)						Additional PSUs will vest on the third anniversary of the grant date (as though the performance goal for the fiscal year was achieved at target level).

PSU Grant Vesting

Vesting of the following PSU grants in 2023 and 2024 was determined based on the achievement of the Company’s annual organic revenue growth goal for the 2022 and 2023 performance periods:


2024 Proxy Statement			47

Compensation Discussion and Analysis

https://cdn.kscope.io/511fdef938f00feead7217ac4d378b3c-2024 PSU Vesting 20240319.jpg

Performance Results For PSUs Vesting In 2024 Based On 2023 Performance Year


	Performance Vesting %	2021 Grant Year 3 Vesting	2022 Grant Year 2 Vesting	2023 Grant Year 1 Vesting

Baseline1		$1,542.4	$1,542.4	$1,542.4
Target Level	100%	5%	5.3%	5.7%
Maximum Level	150% in 2022/2023 200% in 2021	14%	7%	7%
ACTUAL1		$1,557.7	$1,557.7	$1,557.7
% Increase over Baseline		0%	0%	0%
ACTUAL VESTING PERCENTAGE		0%	0%	0%

1.See “Appendix A — Non-GAAP Financial Measures”.

For the 2021 PSU grant, the Company's average three-year annual organic revenue growth rate was 6.1% which exceeded the 5% target for the performance period. Accordingly, pursuant to the terms of the 2021 PSU, shares vested on March 12, 2024, the third anniversary of the grant date, as though the performance goal for each of fiscal year 2022 and 2023 was achieved at target level.

Other Benefits

Retirement Savings Programs

In 2023, we provided retirement benefits to our NEOs through the defined contribution retirement savings plan, which is the same plan available to all employees. Company matching contributions for our NEOs are shown in the "Breakdown of All Other Compensation — 2023" table appearing in the CD&A of this proxy statement. A non-qualified deferred compensation program exists for all employees who meet the IRS annual compensation limit of Section 401(a)(17) of the Internal Revenue code of 1986, as


48			2024 Proxy Statement

Compensation Discussion and Analysis

amended (the "Code") and conforms with the requirements of Section 409A of the Code. Employees may defer up to 75% of base salary and up to 100% of performance-based cash bonus on a pre-tax basis. Messrs. Davis and Mosebrook elected to defer their base salary and 2023 annual bonus (to the extent paid) under the non-qualified deferred compensation program.

Other Benefits

In 2023, our NEOs participated in benefits offerings on the same basis as all other employees except for the Executive Physical Exam Program (with the exception of Mr. Mosebrook), which provides payment for a comprehensive annual physical exam for each of our NEOs and aligns with the Company’s culture of health and wellness, which supports improved executive performance.

Ms. Knight was reimbursed for $20,839 for certain relocation-related expenses consistent with the Company’s relocation policy shown in the "Breakdown of All Other Compensation — 2023" table appearing in the CD&A of this proxy statement.

Other Key Features Of Our Executive Compensation Program


As we chart the course for the Company's future, we have implemented policies aimed at fostering sustainable growth by further aligning the financial interests of our executives and stockholders with long-term stock price performance. In addition, our compensation policies and practices for all employees are reviewed annually to determine whether any risks associated with such policies and practices encourage unnecessary or excessive risk-taking or are reasonably likely to have an adverse effect on the Company. Our compensation programs are designed with an appropriate balance of risk and reward in relation to our business strategy and do not encourage excessive or unnecessary risk-taking behavior. The risk-mitigating features incorporated within our compensation programs are outlined below.						The Compensation Committee reviewed management’s risk assessment report, and as a result of the risk assessment, the Compensation Committee does not believe risks relating to our compensation programs are reasonably likely to have a material adverse effect on the Company.

Stock Ownership Guidelines

Our stock ownership guidelines require all executive officers to hold a minimum number of shares of our stock while serving in these leadership positions. The guidelines are intended to align the interests of executives with those of our stockholders by requiring executives to be subject to the same long-term stock price volatility our stockholders experience. Named executive officers have five years from their appointment/hire date to meet their stock ownership guidelines. For purposes of measuring compliance with these guidelines, the following are counted to determine whether the required ownership interest has been satisfied: (i) shares of common stock owned directly or indirectly by the executive officer or his or her immediate family members, (ii) vested shares of restricted stock and shares underlying vested RSUs, and (iii) unvested shares of restricted stock and shares underlying unvested RSUs (provided, in each case, such shares or units vest based on time and not performance). Shares underlying unexercised stock options (whether vested or unvested) and performance-based awards do not count towards satisfying these guidelines.

The minimum ownership threshold is based on a multiple of base compensation:


Position			Stock Ownership Guideline

CEO			6 times base salary
CFO			2 times base salary
All other Executive Officers			1 times base salary

Currently, all of our NEOs to whom the guidelines are applicable are in compliance with the stock ownership guidelines. Consistent with the terms of the guidelines, Mr. De Witte and Ms. Knight each has five years from the commencement of their employment with the Company, or until December 1, 2026 and June 28, 2028, respectively, to comply with the stock ownership guidelines and are each currently progressing towards meeting the ownership guidelines. Mr. Mosebrook is not subject to the guidelines as his role as PFO was on an interim basis.


2024 Proxy Statement			49

Compensation Discussion and Analysis

Clawback Policy

We have a compensation recoupment, or clawback, policy, which we adopted in October 2023 to comply with Nasdaq listing standards implementing Exchange Act Rule 10D-1. The clawback policy includes mandatory recoupment of excess incentive-based compensation received by a covered executive (including the NEOs) on or after October 2, 2023 in the event of a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under federal securities laws, as required by Exchange Act Rule 10D-1. We maintain a separate clawback policy applicable if a restatement of our financial results is required to correct a material error or inaccuracy due to the fraud or intentional misconduct of any employee (including the NEOs). If applicable, the Compensation Committee can recoup from an employee (including the NEOs) the bonuses or equity awards awarded on or after January 1, 2013 and cancel outstanding annual bonus or equity award opportunities.

Anti-Hedging and Anti-Pledging Policies

Our Insider Trading Policy prohibits without exception hedging and pledging of our securities by any employee, including our NEOs and Directors. Prohibited trading practices include short sales, puts, calls, forward sales, equity swaps, or other hedging transactions. In addition, all employees including our NEOs and Directors are forbidden from (i) holding Integra securities in a margin account, (ii) buying Integra securities on margin, (iii) pledging Integra securities as collateral for a loan or (iv) pledging Integra securities in any other arrangement. For our NEOs, and other participants in the Company’s trading window group, trading is permitted only during scheduled trading windows and requires a pre-clearance by our legal department. Subject to our trading window policy and applicable rules and regulations, our NEOs may enter into a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934.

Impact of Accounting and Tax Requirements on Compensation

The Compensation Committee endeavors to structure executive compensation in a manner that is either compliant with, or exempt from, the application of Section 409A, the provisions of which may impose additional taxes on employees. In addition, the Compensation Committee considers that Section 162(m) of the Code limits the deductibility of compensation paid to the CEO, CFO and other NEOs and certain other officers to $1.0 million per year.

Accounting

We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for share-based payments (including non-qualified stock options, restricted stock, restricted stock units, PSUs and other forms of equity compensation). The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to equity compensation awards. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Although the Compensation Committee generally considers the tax and accounting implications of its compensation decisions, the primary drivers for determining the amount and form of executive compensation are the attraction, motivation and retention of executive talent rather than the Internal Revenue Code or accounting requirements.

Employment and Post-Employment Arrangements

CEO Employment Agreement: Mr. De Witte

In connection with his appointment as President and CEO of the Company, the Company entered into an employment agreement (the “De Witte Agreement”) pursuant to which Mr. De Witte commenced employment on December 1, 2021. The initial term of the De Witte Agreement expires on the third anniversary of the Effective Date (as defined in the De Witte Agreement), unless terminated earlier, and is subject to an automatic one-year renewal term unless either party gives timely written notice of termination.


50			2024 Proxy Statement

Compensation Discussion and Analysis

Under the De Witte Agreement, Mr. De Witte's annual base salary is $850,000 per annum, subject to annual review and may be increased in the sole discretion of the Company but may not be decreased without Mr. De Witte's express written consent. Mr. De Witte is eligible for an annual bonus opportunity targeted at 110% of his annual base salary (pro-rated for any partial year of service). Mr. De Witte’s bonus opportunity will range from 50% of his target annual bonus opportunity (if threshold performance goals are achieved) to a maximum of 200% of his base salary. The actual amount of any such annual bonus paid to Mr. De Witte shall be based on company performance and the satisfaction of performance objectives established and evaluated by the Compensation Committee. Consistent with Company policies, Mr. De Witte, as an employee of the Company, will not be entitled to any compensation for his service as a director on the Board.

Pursuant to the terms of the De Witte Agreement, Mr. De Witte received a one-time grant of restricted stock units with a grant date value of $2,000,000 (the “initial equity award”), an award that was granted under, and is governed by, the Fifth Amended and Restated Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan. These restricted stock units will vest in three substantially equal annual installments beginning on the first anniversary of the grant date and shall be delivered to Mr. De Witte within 30 days following the first business day that occurs immediately following the six- month period after the date of his separation of service as deferred compensation. This award is subject to accelerated vesting upon termination of employment by reason of death or disability or upon a qualifying termination on or within 24 months following the date of a change in control.

Mr. De Witte is eligible to receive an annual equity-based award, with the amount, form and mix of such award to be determined by the Company’s Compensation Committee in its discretion. The terms and conditions, including vesting conditions, of any awards granted as part of an annual equity award shall be set forth in separate award agreements to be entered into by Mr. De Witte and the Company.

In connection with his appointment as President and CEO and the commencement of his employment, Mr. De Witte received relocation reimbursement in the amount of $144,156, consistent with the terms of the De Witte Agreement and the Company's relocation policy.


2024 Proxy Statement			51

Compensation Discussion and Analysis

Under the De Witte Agreement:


IF MR. DE WITTE’S EMPLOYMENT IS TERMINATED...						THEN...

Outside the context of a change in control by the Company other than for “cause,” death or “disability,” or by Mr. De Witte for “good reason” (each, as defined in the De Witte Agreement)						In addition to accrued amounts, Mr. De Witte will be entitled to: •A severance amount equal to 2.0 times his then-current annual base salary payable over the two-year period following such termination; •A monthly cash payment equal to Mr. De Witte’s monthly COBRA premium cost for family health coverage for up to 18 months following such termination; and, •Full accelerated vesting of the initial equity award



Within twenty-four months following a change in control by the Company other than for "cause," death or "disability," or by Mr. De Witte for "good reason"						Mr. De Witte will be entitled to receive (i) a severance award in the form of a lump sum cash payment equal to 2.99 times the sum of Mr. De Witte’s annual base salary and target bonus; (ii) monthly cash payments equal to Mr. De Witte’s monthly COBRA premium cost for up to 18 months following termination; (iii) a lump sum cash payment equal to the pro-rata portion of his annual bonus for the year of termination, determined based on actual performance; and (iv) full accelerated vesting of his outstanding equity awards and, to the extent any outstanding equity award is a stock option, such option will remain exercisable until the earlier of the first anniversary of the termination date and the option’s expiration date.



Due to his death						Mr. De Witte’s estate will receive a lump sum cash payment equal to Mr. De Witte’s annual base salary, and a monthly cash payment equal to Mr. De Witte's monthly COBRA premium for family health coverage for up to twelve months after his termination date.

Mr. De Witte’s right to receive the severance payments pursuant to the De Witte Agreement (other than upon his death) is contingent on Mr. De Witte’s execution of a general release of claims against the Company. In addition, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to Mr. De Witte than receiving the full amount of such payments.

The De Witte Agreement contains non-compete and non-solicitation covenants that extend for up to 18 months following a termination of Mr. De Witte’s employment.

In connection with his appointment, Mr. De Witte also entered into the Company’s standard indemnification agreement, the form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2022. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. De Witte for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his services as an executive officer and director of the Company.

On February 27, 2024, Mr. De Witte informed our Board of his intention to retire from his position as President and Chief Executive Officer and director of the Company. To ensure a smooth transition, Mr. De Witte will remain at the Company and continue to serve as President and Chief Executive Officer and as a Board member until the effective date of the Board’s appointment of his successor.

In connection with his retirement and the services Mr. De Witte will provide during the transition period, the Company and Mr. De Witte entered into a letter agreement, dated February 27, 2024 (the “Letter Agreement”), modifying the De Witte Agreement. The Letter Agreement provides that unless earlier terminated pursuant to the terms of the De Witte Agreement, Mr. De Witte’s


52			2024 Proxy Statement

Compensation Discussion and Analysis

employment as President and Chief Executive Officer will terminate on the earlier of January 18, 2025 and the appointment of a new Chief Executive Officer of the Company (the “Transition Date”). Mr. De Witte further agreed that none of (i) the termination of his employment as of the Transition Date, (ii) the appointment of his successor, (iii) the appointment of Stuart Essig, Ph.D. to the role of Executive Chairman of the Board or (iv) the entering into either the Letter Agreement or the Consulting Agreement (as defined below) will constitute a breach of, or Good Reason (as defined in the De Witte Agreement) for purposes of, the De Witte Agreement or any other agreement between him and the Company.

The Company and Mr. De Witte also agreed to enter into a Consulting Agreement to be effective as of the Transition Date (the “Consulting Agreement”). Pursuant to the Consulting Agreement, subject to execution and non-revocation of a customary release of claims against the Company, Mr. De Witte will serve as Senior Advisor to the CEO and provide transition services to the Company from the Transition Date to March 15, 2026 (the “Consulting Period”). Mr. De Witte will be entitled to: (i) a consulting payment equal to his 2024 base salary (pro-rated for any partial service) for the period beginning on the Transition Date and ending on January 18, 2025 (payable in periodic installments in accordance with the Company’s regular payroll practices in effect from time to time), (ii) eligibility for an annual cash bonus opportunity, targeted at 125% of his 2024 base salary, under the Company’s annual bonus program for 2024, subject to the achievement of applicable performance objectives set forth in the Company’s annual bonus program as well as Mr. De Witte’s successful execution of the Company’s 2024 business strategy and, if applicable, contribution to a smooth CEO transition (as determined by the Board in its sole discretion); (iii) continued vesting of outstanding equity awards during Mr. De Witte’s continued service to the Company during the Consulting Period; and (iv) the ability to exercise vested stock options for the lesser of (a) the stated term of the stock options and (b) six months following his cessation of service to the Company under the Consulting Agreement. Mr. De Witte will also be eligible to receive reimbursement of up to $150,000 in relocation expenses. Following the Transition Date, Mr. De Witte, at his sole expense, may continue his current health, dental, and vision insurance coverage for him and his eligible dependents during the Consulting Period, so long as Mr. De Witte elects and maintains eligibility for COBRA continuation coverage.

Change-in-Control Severance Agreements for Other Named Executive Officers

Effective January 1 through December 31, 2023, we adopted a change in control severance program (the “Program”) under which Mses. Anderson and Knight and Messrs. Davis, McBreen, Mosebrook and Schwartz were participants. The Program provides for the payment of severance and other benefits to the executives in the event of a “qualifying termination,” which means a termination of employment with the Company without “cause” or by the executive for “good reason,” in either case, on or within two years following a “change in control” of the Company (each, as defined in the Program), which was the same under the expired change-in-control severance agreement. The Program does not provide for any excise tax gross-ups and has double-trigger cash payments.

In the event of a qualifying termination, the Change-in-Control Severance Agreements provide for:

•A lump sum payment equal to 1.5 times (or 2.0 times in the case of Mses. Knight and Anderson) the sum of the executive’s annual base salary and target bonus;

•A lump sum payment equal to a pro rata portion of the executive’s target annual bonus for the partial fiscal year in which the termination occurs;

•Company-subsidized COBRA premium payments for up to eighteen months following the termination date; and

•Company-paid outplacement services for up to twelve months following the termination date.

The executive’s right to receive the severance payments and benefits described above is subject to his/her delivery and non-revocation of an effective general release of claims in favor of the Company. The Change-in-Control Severance Agreements clarified that to the extent the executive has not yet received his/her annual bonus for his/her prior year’s performance with the Company, the executive shall still receive such annual bonus for prior year performance at the time non-terminated employees receive such annual bonus if such payment is due. In addition, under the Change-in-Control Severance Agreements, to the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Internal Revenue Code, such payments and/or benefits may be subject to a “best pay cap” if such reduction would result in a greater net after-tax benefit to the executive than receiving the full amount of such payments.

The Program was renewed effective January 1, 2024 and will expire December 31, 2024 unless renewed again.


2024 Proxy Statement			53

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears in this proxy statement. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our 2023 Annual Report on Form 10-K.

Respectfully submitted,

The Compensation Committee of the Board of Directors

Keith Bradley, Ph.D. (Chair)

Jeffrey A. Graves

Renee Lo

The foregoing report of the Compensation Committee does not constitute soliciting material and will not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.


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COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth information regarding compensation paid to our current President and Chief Executive Officer, each person serving as our principal financial officer in 2023, and each of our three other most highly compensated executive officers based on total compensation earned during 2023.


Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards(1) ($) (e)	Option Awards(1) ($) (f)	Non-Equity Incentive Plan Compensation (2) ($) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation (3) ($) (i)	Total ($) (j)

Jan De Witte President and Chief Executive Officer and Director	2023	875,467	—	4,125,076	1,375,013	—	—	13,200	6,388,756
	2022	850,000	—	6,500,093	1,000,014	813,450	—	156,356	9,319,913
	2021	58,846	—	—	—	144,384	—	48,543	251,773
Lea Knight 5 Executive Vice President and Chief Financial Officer	2023	295,385	350,000	1,000,000	—	—	—	27,762	1,673,147


Jeffrey Mosebrook4 Senior Vice President, Finance and Interim PFO	2023	368,050	111,888	760,156	—	—	—	13,200	1,253,294


Robert T. Davis, Jr Executive Vice President, President, Tissue Technologies	2023	515,990	—	670,392	223,439	—	—	13,062	1,422,883
	2022	498,030	—	938,496	212,809	271,000	—	12,200	1,932,535
	2021	487,022	—	875,970	208,551	375,000	—	11,301	1,957,844
Michael J. McBreen Executive Vice President, President, Codman Specialty Surgical	2023	598,077	—	1,789,174	429,701	—	—	13,200	2,830,152
	2022	494,469	—	1,150,884	216,929	274,100	—	12,200	2,148,582
	2021	459,969	—	827,483	197,007	385,000	—	10,908	1,880,367
Eric I. Schwartz Executive Vice President, Chief Legal Officer & Secretary	2023	536,318	—	804,100	268,002	—	—	13,200	1,621,620
	2022	525,000	—	1,912,606	637,500	310,000	—	12,200	3,397,306

Carrie L. Anderson6 Former Executive Vice President and Chief Financial Officer	2023	64,692	—	—	—	—	—	2,588	67,280
	2022	565,404	—	1,968,080	406,010	—	—	12,200	2,951,694
	2021	518,462	—	1,246,979	328,142	515,000	—	28,081	2,636,663

1.This column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, based on the closing price of the Company’s common stock on the grant dates in 2023, 2022, and 2021. For a discussion on the assumptions used to estimate the fair value of the stock options, please see Note 10, “Stock-Based Compensation,” to our consolidated financial statements included in our Annual Report on Form 10-


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Compensation of Executive Officers

K for the year ended December 31, 2023. The grant date fair value of performance stock unit awards is shown in this column at Target, which represents the probable outcome of the performance conditions. The value if the maximum goals are achieved and calculated as of the grant date is $4,125,050 for Mr. De Witte, $670,365 for Mr. Davis, $1,289,103 for Mr. McBreen, $145,287 for Mr. Mosebrook and $804,073 for Mr. Schwartz. Ms. Knight joined the company on June 28, 2023 after the annual equity award in March 2023. Her new hire stock award in the form of a restricted stock award is shown. Effective February 2, 2023, Ms. Anderson resigned from the company, therefore, did not receive an annual equity award in March 2023.

2.The amounts in column (g) reflect cash awards for 2023, 2022 and 2021, as applicable, earned pursuant to the terms of the Performance Incentive Compensation Plan. See “— Compensation Discussion and Analysis — Analysis of 2023 Compensation Decisions, Annual Bonus” for more information. Messrs. Davis and Mosebrook elected to defer a percentage of their 2023 annual bonus paid (to the extent paid) in March 2024 under the Non-Qualified Deferred Compensation Program. Deferral amounts are shown in the Nonqualified Deferred Compensation Table below.

3.The amounts reported in the All Other Compensation column consists of relocation expenses (for Ms. Knight) and 401(k) employer matching contributions (for all NEOs) ). Refer to "Breakdown of All Other Compensation — 2023" table below for detail.

4.Mr. Mosebrook served as our interim Principal Financial Officer from February 2, 2023 to June 28, 2023, until the appointment of Ms. Knight as our Chief Financial Officer. As Mr. Mosebrook was not an NEO for the fiscal years 2022 or 2021, in accordance with SEC disclosure rules, information regarding his compensation in those years is not included.

Mr. Mosebrook's compensation was established in respect of his role throughout the year as our Senior Vice President, Finance and Principal Accounting Officer, therefore he was eligible for a bonus payment consistent with other non-NEO employees at the senior vice president level and the general employee population. His bonus award was $111,888.

5.In consideration of Ms. Knight’s repayment of a cash sign-on received from her prior employer, the Compensation Committee awarded Ms. Knight a one-time payment of $350,000 in June 2023 when she joined the Company.

6.Ms. Anderson resigned from the Company effective February 2, 2023. Ms. Anderson was not eligible for a cash bonus payment to be paid in March 2023.

Breakdown Of All Other Compensation — 2023


Name	Relocation Expenses ($)	401(k) Employer Matching Contribution ($)	Separation Agreement Payment	Total ($)

Jan De Witte	—	13,200		13,200
Lea Knight	20,839	6,923	—	27,762
Jeffrey Mosebrook		13,200		13,200
Robert T. Davis, Jr		13,062		13,062
Michael J. McBreen		13,200		13,200
Eric I. Schwartz		13,200		13,200
Carrie Anderson		2,588		2,588

1.Ms. Knight received a relocation reimbursement of $20,839 which was fully taxable consistent with the Company's relocation policy.


56			2024 Proxy Statement

Compensation of Executive Officers

Grants of Plan-Based Awards

The following table presents information on equity awards granted under the Company’s 2003 Equity Incentive Plan and annual incentive opportunities. Effective February 2, 2023, Ms. Anderson resigned as Chief Financial Officer. She was not eligible for an annual bonus paid in March 2023 for performance year 2022 and she was not eligible for an annual equity award in March 2023.


Name (a)	Award Type	Grant Date (b)	Date of Board or Comp. Committee Action	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)				All Other Stock Awards: Number of Shares of Stock or Units(3) (#) (i)	All Other Option Awards: Number of Securities Underlying Options (#) (j)	Exercise or Base Price of Option Awards ($/Sh) (k)	Grant Date Fair Value of Stock and Option Awards(4) ($) (l)
				Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)		Maximum (#) (h)

Jan De Witte	PSU	3/10/2023	02/13/2023				26,008	52,015	(5)	104,030				2,750,033
	RSU	3/10/2023	02/13/2023								26,008			1,375,043
	Stock Option	3/10/2023	02/13/2023									63,717	52.87	1,375,013
	Cash Bonus	1/1/2023	2/13/2023	486,668	973,335	1,946,670
Lea Knight	PSU	3/10/2023	2/13/2023				—	—		—				—
	RSA	7/3/2023	2/13/2023								24,391			1,000,031
	Stock Option	3/10/2023	2/13/2023									—	—	—
	Cash Bonus	1/1/2023	2/13/2023	108,000	540,000	1,080,000
Jeffery Mosebrook	PSU	3/10/2023	2/13/2023				916	1832	(5)	2,748				96,858
	RSA	3/10/2023	2/13/2023								3,088			163,263
	RSA	7/3/2023	6/3/2023								12,196			500,036
	Cash Bonus	1/1/2023	2/13/2023	26600	133000	266000
Robert T. Davis, Jr.	PSU	3/10/2023	2/13/2023				4,227	8,453	(5)	16,906				446,910
	RSA	3/10/2023	2/13/2023								4,227			223,481
	Stock Option	3/10/2023	2/13/2023									10,354	52.87	223,439
	Cash Bonus	1/1/2023	2/13/2023	63,088	315,440	630,881
Michael J. McBreen	PSU	3/10/2023	02/13/2023				8,128	16,255	(5)	32,510				859,402
	RSA	3/10/2023	02/13/2023								17,586			929,772
	Stock Option	3/10/2023	02/13/2023									19,912	52.87	429,701
	Cash Bonus	1/1/2023	2/13/2023	106,250	531,250	1,062,500
Eric I. Schwartz	PSU	3/10/2023	2/13/2023				5,070	10,139	(5)	20,278				536,049
	RSA	3/10/2023	2/13/2023								5,070			268,051
	Stock Option	3/10/2023	2/13/2023									12,419	52.87	268,002
	Cash Bonus	1/1/2023	2/13/2023	75,668	378,342	756,683

1.The amounts reported in columns (c) through (e) represent potential cash payments pursuant to the Company’s Performance Incentive Compensation Plan. The “Target” is calculated by multiplying the officer’s base salary by the executive’s target award percentage established by the Compensation Committee (for Mr. De Witte as provided in his respective employment agreements). See “— Compensation Discussion and Analysis — Analysis of 2023 Compensation Decisions, Annual Bonus” for more information.

2.The amount shown in this column represents performance stock units granted under the Company’s 2003 Equity Incentive Plan. See “— Compensation Discussion and Analysis — Analysis of 2023 Compensation Decisions, Equity Grants” for a description of the material terms of these performance stock unit awards.

3.The amounts shown in this column represent RSUs (with respect to awards granted to Mr. De Witte) and shares of restricted stock (with respect to the other NEOs), all of which were granted under the Company’s 2003 Equity Incentive Plan. See “ — Compensation Discussion and Analysis — Analysis of 2023 Compensation Decisions, Equity Grants” for a description of the material terms of these restricted stock and restricted unit awards. For Ms. Knight, her 7/3/2023 restricted stock award includes 750,000 in value that has a 3-year graded vesting for the forfeiture of unvested equity


2024 Proxy Statement			57

Compensation of Executive Officers

and 2023 bonus from her previous employer and 250,000 in value that has a 3-year cliff vest for sign-on attraction. In consideration of his service as our principal financial officer on an interim basis from February 2, 2023 to June 28, 2023 while also maintaining his role as Senior Vice President, Finance and principal accounting officer for the full year, Mr. Mosebrook received a restricted stock award valued at $500,000 with 2-year cliff vesting. His annual equity award included a restricted stock award valued at $163,262 with 3-year ratable vesting.

4.This column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the restricted stock, contract stock/restricted stock units, performance stock units and stock options granted to each NEO in 2023. For restricted stock, contract stock/restricted stock units and performance stock units, fair value is calculated using the closing price of the Company’s common stock on the specific grant date. For stock options, fair value is based on the fair value of the option on the grant date as estimated using the binomial distribution model. For a discussion of the assumptions used to estimate fair value, please see Note 9, “Stock-Based Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of performance stock unit awards is shown in this column at Target, which represents the probable outcome of the performance conditions. The value if the maximum goals are achieved and calculated as of the grant date is $4,125,050 for Mr. De Witte, $670,365 for Mr. Davis, $1,289,103 for Mr. McBreen, $145,287 for Mr. Mosebrook and $804,073 for Mr. Schwartz. Ms. Knight joined the company on June 28, 2023 after the annual equity award in March 2023. Her new hire stock award in the form of a restricted stock award is shown. Effective February 2, 2023, Ms. Anderson resigned from the company, therefore, did not receive an annual equity award in March 2023.

5.This grant of performance stock units was made to the executive for his or her 2023 performance. Each NEO is eligible to vest in and receive a number of shares of the Company’s common stock ranging from 0% to 150% of the target number of shares of PSUs based on the Company’s achievement of goals relating to the growth in the Company’s annual organic revenue growth over the immediately preceding fiscal year, during each fiscal year of the performance period running from January 1, 2023 through December 31, 2025. See “— Compensation Discussion and Analysis — Analysis of 2023 Compensation Decisions, Equity Grants” for a description.


58			2024 Proxy Statement

Compensation of Executive Officers

Outstanding Equity Awards at Fiscal Year-End

The following table presents information with respect to outstanding equity awards as of December 31, 2023. Ms. Anderson's outstanding equity awards were forfeited on February 2, 2023 upon her termination.


	Option Awards				Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (1) (c)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested(2) (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)

Jan De Witte	10,799	32,400	65.11	3/11/2030
	—	63,717	52.87	3/10/2031	75,047	3,268,297	73,885	3,217,692
Lea Knight	—	—	—	—	24,391	1,062,229	—	—
Jeffrey Mosebrook	2,553	851	43.39	3/13/2028
	2,086	—	55.91	3/13/2027	16,695	727,067	3,659	159,349
Robert T. Davis, Jr.	8,736	—	32.59	3/14/2024
	17,410	—	38.43	12/1/2024
	11,062	—	43.68	3/13/2025
	8,609	—	56.23	3/13/2026
	10,373	—	55.91	3/13/2027
	11,915	3,972	43.39	3/13/2028
	4,616	4,616	68.10	3/12/2029
	2,298	6,895	65.11	3/11/2030
	—	10,354	52.87	3/10/2031	12,068	525,561	16,828	732,859
Michael J. McBreen	4,298	—	56.23	3/13/2026
	5,116	—	55.91	3/13/2027
	7,339	2,447	43.39	3/13/2028
	4,360	4,361	68.10	3/12/2029
	2,342	7,029	65.11	3/11/2030
	—	19,912	52.87	3/10/2031	28,483	1,240,435	24,516	1,067,672
Eric. I. Schwartz	8,845	—	55.91	3/13/2027
	10,792	3,598	43.39	3/13/2028
	3,633	3,634	68.10	3/12/2029
	6,884	20,655	65.11	3/11/2030
	—	12,419	52.87	3/10/2031	12,451	542,241	26,645	1,160,390
Carrie Anderson	—	—	—	—	—	—	—	—

1.Vesting information for each outstanding non-qualified stock option award as of December 31, 2023 for the Named Executive Officers is described in the table below.


2024 Proxy Statement			59

Compensation of Executive Officers

(a)Ms. Knight joined the company on June 28, 2023 so did not receive an annual equity award in March 2023 with outstanding non-qualified stock options, therefore, she has no outstanding non-qualified stock options.

(b)Ms. Anderson's outstanding non-qualified stock options were forfeited on February 2, 2023 upon her termination.

Vesting Date

Exercise
Price

Jan De Witte

Lea Knight

Jeffrey Mosebrook

Robert T.
Davis Jr.

Michael J.
McBreen

Eric I. Schwartz

Carrie Anderson

Number of Shares Underlying Non-Qualified Stock Option Awards