INTEGER HOLDINGS CORP (ITGR)
Sector: Health Care
2026 Annual Meeting Analysis
INTEGER HOLDINGS CORP · Meeting: May 20, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2021 with relevant healthcare operations experience; no overboarding, attendance, or TSR trigger concerns — ITGR's 3-year return of +12.8% outperforms the peer group median by +39.9pp, well below the 35pp underperformance threshold needed to trigger a vote against.
Director since 2021 with deep supply chain and manufacturing expertise; no overboarding or attendance concerns, and strong peer-relative TSR performance means no TSR trigger applies.
Director since July 2025 — less than 24 months of tenure — and therefore exempt from the TSR trigger under the voting policy; brings extensive medical device industry leadership experience.
Director since March 2026 — less than 24 months of tenure — and therefore exempt from the TSR trigger; brings strong financial and audit expertise as a former PwC Chief Operating Officer, with demonstrated audit committee experience.
Director since 2018 with extensive CFO experience in healthcare; serves as Audit Committee Chair, which is appropriate given his financial expertise; no TSR trigger applies given ITGR's strong peer-relative 3-year outperformance.
Director since 2021 with relevant global manufacturing and operations experience; no overboarding or attendance flags, and no TSR trigger given strong peer-relative performance.
Director since March 2026 — less than 24 months of tenure — and therefore exempt from the TSR trigger; joined via a cooperation agreement with activist investor Irenic Capital, bringing financial and governance expertise.
Director since October 2025 — less than 24 months of tenure — and therefore exempt from the TSR trigger; serves as President and CEO, providing direct operating leadership perspective to the Board.
Director since 2015 with technology and innovation expertise; ITGR's 3-year absolute return of +12.8% outperforms the peer group median by +39.9pp, which does not meet the 35pp underperformance threshold needed to trigger a vote against a longer-tenured director; no other flags identified.
Director since 2015 with global technology and operations experience; no overboarding or attendance concerns, and the TSR trigger does not apply given ITGR's peer-relative outperformance over the 3-year period.
Director since 2016 with deep medical device industry CEO experience; chairs the Compensation Committee; no overboarding flags and no TSR trigger given ITGR's strong peer-relative 3-year performance.
All 11 director nominees receive a FOR vote. ITGR's 3-year total return of +12.8% outperforms its disclosed compensation peer group median by +39.9 percentage points — well above the 35pp threshold that would be required to trigger a vote against longer-tenured directors. Four directors (Coyle, Flanagan, Kapito, Khales) joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance, independence, or qualification concerns were identified for any nominee. The board includes a mix of relevant healthcare, financial, and operational expertise, and a disclosed skills matrix supports transparency.
Say on Pay
✓ FORCEO
Payman Khales
Total Comp
$3,211,860
Prior Support
98%%
The new CEO Payman Khales received total compensation of approximately $3.2 million in 2025, which reflects a partial year in the CEO role (he was promoted in October 2025) and is reasonable for a medical device company of ITGR's size and complexity. The pay program is well-structured: 87% of the CEO's target annual direct compensation is variable and performance-based, well above the 50-60% minimum threshold in the voting policy, using long-term metrics including 3-year relative total shareholder return and organic sales growth — both meaningful, multi-year performance conditions. ITGR's 3-year stock return of +12.8% outperforms the peer group median by nearly 40 percentage points, supporting a finding that above-benchmark incentive pay, where present, was earned; and the prior say-on-pay vote received 98% support, reflecting strong shareholder alignment with the compensation program.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
41 yrs
Audit Fees
$3,200,999
Non-Audit Fees
$129,242
Deloitte & Touche has audited Integer Holdings since 1985 — a relationship spanning approximately 41 years, which significantly exceeds the 25-year tenure threshold in the voting policy. The voting policy calls for a No vote on long-tenure auditors unless the audit committee provides a specific and compelling rationale for continued engagement, such as exceptional audit quality metrics, recent lead partner rotation, or a disclosed multi-year rotation plan; the proxy does not provide such a rationale. Non-audit fees of $129,242 represent only about 4% of total audit and audit-related fees of $3,200,999, which is well within the 50% threshold, so the fee ratio is not a concern — the tenure length alone drives the Against vote.
Overall Assessment
The 2026 Integer Holdings annual ballot contains four proposals: election of 11 directors, ratification of Deloitte & Touche as auditor, an advisory say-on-pay vote, and approval of a new equity incentive plan. All directors receive a FOR vote given ITGR's strong peer-relative stock performance over three years, and say-on-pay also receives a FOR given a well-structured, predominantly performance-based pay program with 98% prior-year shareholder support; however, Deloitte & Touche's 41-year auditor tenure — far exceeding the 25-year policy threshold without a compelling disclosed rationale — results in an AGAINST vote on auditor ratification.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing