Integra LifeSciences Holdings Corp. Files Definitive Proxy Statement

Ticker: IART · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 917520

Integra Lifesciences Holdings Corp DEF 14A Filing Summary
FieldDetail
CompanyIntegra Lifesciences Holdings Corp (IART)
Form TypeDEF 14A
Filed DateApr 4, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$1,541.6 million, $67.7 million, $369.7 million, $1,541.6m, $67.7m
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Integra LifeSciences, Executive Compensation, Corporate Governance

TL;DR

<b>Integra LifeSciences Holdings Corp. has submitted its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

INTEGRA LIFESCIENCES HOLDINGS CORP (IART) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Integra LifeSciences Holdings Corp. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 1100 Campus Road, Princeton, NJ 08540. The filing number with the SEC is 000-26224. The SIC code for the company is 3841 (Surgical & Medical Instruments & Apparatus).

Why It Matters

For investors and stakeholders tracking INTEGRA LIFESCIENCES HOLDINGS CORP, this filing contains several important signals. This filing is a standard requirement for publicly traded companies to provide shareholders with information regarding annual meetings, director elections, and executive compensation. Shareholders can review details about the company's governance, executive pay, and proposals to be voted on at the upcoming annual meeting.

Risk Assessment

Risk Level: low — INTEGRA LIFESCIENCES HOLDINGS CORP shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes, indicating low immediate risk.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation, board nominations, and any shareholder proposals before the annual meeting.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Conformed period of report)
  • 2024-04-04 — Filing Date (Date of filing)
  • 000-26224 — SEC File Number (SEC file number for the company)
  • 3841 — SIC Code (Standard Industrial Classification code)

Key Players & Entities

  • INTEGRA LIFESCIENCES HOLDINGS CORP (company) — Filer name
  • 0000917520-24-000053 (other) — Accession Number
  • 2024-04-04 (date) — Filing date
  • 2023-12-31 (date) — Conformed period of report
  • 1100 CAMPUS ROAD (address) — Business address street 1
  • PRINCETON (location) — Business address city
  • NJ (location) — Business address state
  • 08540 (postal_code) — Business address zip

FAQ

When did INTEGRA LIFESCIENCES HOLDINGS CORP file this DEF 14A?

INTEGRA LIFESCIENCES HOLDINGS CORP filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by INTEGRA LIFESCIENCES HOLDINGS CORP (IART).

Where can I read the original DEF 14A filing from INTEGRA LIFESCIENCES HOLDINGS CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by INTEGRA LIFESCIENCES HOLDINGS CORP.

What are the key takeaways from INTEGRA LIFESCIENCES HOLDINGS CORP's DEF 14A?

INTEGRA LIFESCIENCES HOLDINGS CORP filed this DEF 14A on April 4, 2024. Key takeaways: Integra LifeSciences Holdings Corp. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 1100 Campus Road, Princeton, NJ 08540..

Is INTEGRA LIFESCIENCES HOLDINGS CORP a risky investment based on this filing?

Based on this DEF 14A, INTEGRA LIFESCIENCES HOLDINGS CORP presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes, indicating low immediate risk.

What should investors do after reading INTEGRA LIFESCIENCES HOLDINGS CORP's DEF 14A?

Shareholders should review the proxy statement to understand executive compensation, board nominations, and any shareholder proposals before the annual meeting. The overall sentiment from this filing is neutral.

How does INTEGRA LIFESCIENCES HOLDINGS CORP compare to its industry peers?

Integra LifeSciences Holdings Corp. operates in the surgical and medical instruments and apparatus industry.

Are there regulatory concerns for INTEGRA LIFESCIENCES HOLDINGS CORP?

This filing is a Definitive Proxy Statement (DEF 14A) under the Securities Exchange Act of 1934, requiring public companies to disclose information related to shareholder meetings and corporate governance.

Industry Context

Integra LifeSciences Holdings Corp. operates in the surgical and medical instruments and apparatus industry.

Regulatory Implications

This filing is a Definitive Proxy Statement (DEF 14A) under the Securities Exchange Act of 1934, requiring public companies to disclose information related to shareholder meetings and corporate governance.

What Investors Should Do

  1. Review the detailed executive compensation breakdown for key personnel.
  2. Examine the nominated director slate and their qualifications.
  3. Understand any shareholder proposals and the board's recommendations.

Year-Over-Year Comparison

This is a DEF 14A filing for the fiscal year ending 2023, providing updated information on corporate governance and executive compensation compared to previous filings.

Filing Stats: 4,360 words · 17 min read · ~15 pages · Grade level 15.2 · Accepted 2024-04-04 16:39:49

Key Financial Figures

  • $1,541.6 million — roducts. We delivered total revenues of $1,541.6 million in 2023, representing a decrease of 1.0
  • $67.7 million — The Company reported GAAP net income of $67.7 million for the full-year 2023. Adjusted EBITDA
  • $369.7 million — usted EBITDA for the full-year 2023 was $369.7 million. 2023 operational highlights include:
  • $1,541.6m — rategy for both SurgiMend and DuraSorb $1,541.6m Reported GAAP Total Revenues (1.0)%
  • $67.7m — g Boston compared to fiscal year 2022 $67.7m Reported GAAP Net Income $369.7m Adj
  • $369.7m — 022 $67.7m Reported GAAP Net Income $369.7m Adjusted EBITDA $275M of share repur
  • $275M — P Net Income $369.7m Adjusted EBITDA $275M of share repurchases Completed inter

Filing Documents

Executive Compensation Philosophy

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 49 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 Inte

Executive Compensation Highlights

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 execu

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