INTEGRA LIFESCIENCES HOLDINGS CORP (IART)
Sector: Health Care
2026 Annual Meeting Analysis
INTEGRA LIFESCIENCES HOLDINGS CORP · Meeting: May 7, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Bradley has served since 1992 and the stock has lost 83.5% over three years while the company's own peer group lost only 15.3% on average — a gap of 68 percentage points that far exceeds the 20-point threshold that triggers a vote against; the five-year record is equally poor so the longer-term mitigant does not apply.
Ms. Clay joined in 2021, giving her more than 24 months of tenure, so she is not exempt from the performance test; Integra's stock has fallen 83.5% over three years versus a peer-group average decline of only 15.3%, a gap of 68 percentage points well above the 20-point trigger, and the five-year record offers no relief.
Dr. Essig has been on the board since 1997 and served as Executive Chairman through mid-2025, bearing direct accountability for the company's oversight during the period of severe stock decline; the 3-year underperformance gap of 68 percentage points against peers far exceeds the 20-point trigger, and the five-year record is equally poor, offering no mitigating relief.
Dr. Graves joined in 2023, which is more than 24 months ago so he is subject to the performance test; while he joined after much of the underperformance was already established, the 3-year gap of 68 percentage points against the peer group far exceeds the 20-point trigger and the five-year record provides no mitigant, so a vote against is warranted.
Ms. Hill has served as Presiding Director since 2018 and as a director since 2013, giving her full accountability for the oversight period; the stock has declined 83.5% over three years while the peer group averaged only a 15.3% decline, a gap of 68 percentage points well above the trigger, and the five-year record is similarly poor.
Ms. Lo joined in 2022, now more than 24 months ago, so she is subject to the performance screen; despite being a newer director who joined during an already-deteriorating period, the 3-year underperformance gap of 68 percentage points against the peer group is so severe that it triggers a vote against, and the five-year record provides no mitigating relief.
Mr. Schade has served since 2006, giving him full accountability for the extended underperformance period; Integra's stock has lost 83.5% over three years while peers averaged only a 15.3% decline, a gap of 68 percentage points far exceeding the 20-point trigger, and the five-year record is equally poor with no mitigating relief available.
For Analysis
Ms. Poul joined as CEO and director in January 2025, which is less than 24 months before the annual meeting, so she is exempt from the TSR underperformance trigger under the policy's new-director exemption; she is a new leader brought in specifically to execute a turnaround and should not be held accountable for prior-period performance.
Integra's stock has suffered catastrophic underperformance — down 83.5% over three years while the company's own compensation peers declined only 15.3% on average, a gap of 68 percentage points that far exceeds the 20-point trigger for companies with negative absolute returns. Using the IHI (iShares US Medical Devices ETF) benchmark, the gap is 83.2 percentage points against a 30-point threshold. Every director with more than 24 months of tenure triggers a vote against; only incoming CEO Mojdeh Poul, who joined in January 2025, is exempt as a new director. The five-year record (-86.3% for IART vs. -21.2% peer median, a gap of 65.1 percentage points) exceeds the applicable threshold, so the five-year mitigant does not reduce any votes to FOR.
Say on Pay
✗ AGAINSTCEO
Mojdeh Poul
Total Comp
$9,375,551
Prior Support
98.1%%
The Compensation Committee used its discretion to raise the bonus pool from the formula-determined 13.3% of target to 40% of target at a time when Integra's stock has lost 83.5% over three years while the peer group averaged a loss of only 15.3% — a shortfall of 68 percentage points that far exceeds the 20-point threshold for pay-for-performance misalignment. CEO Mojdeh Poul received total compensation of approximately $9.4 million including a large new-hire equity award, and while her arrival in January 2025 makes her individual situation somewhat mitigating, the overall program rewarded executives with above-formula payouts during a period of severe value destruction for shareholders. The prior year's 98.1% support level does not override the current-year pay-for-performance concerns, which represent a meaningful deterioration in alignment between executive pay outcomes and shareholder experience.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,819,000
Non-Audit Fees
$1,102,000
Non-audit fees (tax and other fees totaling approximately $1.1 million) represent about 29% of total audit and audit-related fees of $3.82 million, which is well below the 50% threshold that would raise independence concerns; PricewaterhouseCoopers is a Big 4 firm appropriate for a company of Integra's size; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and there is no evidence of material financial restatements attributable to audit failure.
Overall Assessment
This is a high-concern ballot for Integra shareholders: seven of eight director nominees trigger a vote against due to the company's catastrophic three-year stock decline of 83.5% against a peer-group average decline of only 15.3%, and the Say on Pay vote also warrants a vote against because the Compensation Committee awarded above-formula bonuses to executives during a period of severe shareholder value destruction. The only positive note is that the auditor ratification passes cleanly with a low non-audit fee ratio and an appropriate Big 4 auditor.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing