Integer Holdings Corp Elects New Directors, Updates Executive Pay

TL;DR

Integer Holdings (ITGR) adds 2 directors, updates exec pay. Board shakeup incoming?

AI Summary

Integer Holdings Corporation announced on October 23, 2025, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Mr. Stephen J. DeNelsky and Ms. Pamela G. Ruiz, to its Board of Directors, effective immediately. Additionally, the company entered into new employment agreements with its named executive officers, including its CEO, Mr. Paul E. Seitz, which will govern their compensation and benefits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections and executive compensation adjustments, which are standard for public companies.

Key Players & Entities

• Integer Holdings Corporation (company) — Registrant
• Stephen J. DeNelsky (person) — Newly Elected Director
• Pamela G. Ruiz (person) — Newly Elected Director
• Paul E. Seitz (person) — CEO

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share ITGR New York Sto
• $875,000 — Salary An annual base salary rate of $875,000, which will be reviewed for increase at
• $5,000,000 — tive award target will not be less than $5,000,000. Special Equity Grant In connection
• $550,000 — ), (2) a grant date fair value equal to $550,000, (3) ratable annual vesting over a thre
• $20,000 — es will receive reimbursement for up to $20,000 in legal expenses incurred in the prepa
• $25,000 — the denominator of which is 36; Up to $25,000 for executive outplacement services uti

Filing Documents

• f8k_102425.htm (8-K) — 37KB
• exh_991.htm (EX-99.1) — 5KB
• logo.jpg (GRAPHIC) — 7KB
• 0001171843-25-006651.txt ( ) — 260KB
• gnw-20250101.xsd (EX-101.SCH) — 3KB
• gnw-20250101_def.xml (EX-101.DEF) — 25KB
• gnw-20250101_lab.xml (EX-101.LAB) — 35KB
• gnw-20250101_pre.xml (EX-101.PRE) — 24KB
• f8k_102425_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 23, 2025, the Board of Directors (the "Board") of Integer Holdings Corporation (the "Company") appointed Payman Khales as a member of the Board, effective October 24, 2025, in connection with the previously disclosed transition plan where Mr. Khales was appointed as the Company's President and Chief Executive Officer ("CEO"), also effective October 24, 2025. Mr. Khales will serve on the Company's Technology Strategy Committee. Mr. Khales' term as director will continue until the next annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal. Mr. Khales will succeed Joseph W. Dziedzic, the CEO and director of the Company. As previously disclosed, also effective October 24, 2025, Mr. Dziedzic will serve as a Special Advisor for the Company until March 31, 2026, to assist Mr. Khales with transition matters. In connection with Mr. Khales' appointment as CEO, on October 23, 2025, the Company entered into an Employment Agreement with Mr. Khales (the "Employment Agreement"). The Employment Agreement is intended to supersede and replace (1) the Offer Letter, dated as of February 6, 2018, between the Company and Mr. Khales and (2) the Change of Control Agreement, dated February 20, 2018, between the Company and Mr. Khales. Under the Employment Agreement, Mr. Khales will be entitled to the compensation and benefits described below. Base Salary An annual base salary rate of $875,000, which will be reviewed for increase at least annually. Annual Short-Term Cash Incentive Bonus During his service as CEO, Mr. Khales will be eligible for an annual cash short-term incentive award (the "Annual STI Bonus"), with a target Annual STI Bonus opportunity equal to 100% of his base salary actually earned for such fiscal year ("Target STI Bonu

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 24, 2025, the Company issued a press release announcing the completion of the CEO transition plan. A copy of the release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 99.1 Press Release dated October 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTEGER HOLDINGS CORPORATION Date: October 24, 2025 By: /s/ Lindsay K. Blackwood Lindsay K. Blackwood Senior Vice President, General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR