Executive pay changes and 2026 incentive plan approval at Integer (NYSE: ITGR)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Integer Holdings Corporation reported several compensation and governance actions tied to its ongoing strategic review. The Board updated President and CEO Payman Khales’ employment terms so that, around a change in control, his performance-based equity would vest at the greater of target or actual performance if he is terminated without cause or resigns for good reason. Similar protections were added to change-in-control agreements for four other executives.
The Board and Compensation Committee also approved cash retention bonuses, including $1,750,000 for Mr. Khales, with 50% payable on December 31, 2026 and 50% vesting upon any change in control, subject to continued employment. Stockholders approved the 2026 Omnibus Incentive Plan, replacing the 2021 plan and reserving up to 1,000,000 shares plus certain carryover shares, with plan expiry on May 20, 2036. At the annual meeting, stockholders elected 11 directors, ratified Deloitte & Touche LLP as auditor for 2026, approved named executive officer pay on an advisory basis, and approved the 2026 Plan.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CEO retention bonus: $1,750,000
Diron Smith retention bonus: $980,000
Lindsay K. Blackwood retention bonus: $816,750
+5 more
8 metrics
CEO retention bonus
$1,750,000
Cash retention bonus for CEO Payman Khales, subject to vesting conditions
Diron Smith retention bonus
$980,000
Cash retention bonus subject to 2026 and change-in-control vesting
Lindsay K. Blackwood retention bonus
$816,750
Executive retention bonus with split vesting schedule
Plan share reserve base
1,000,000 shares
Base number of shares reserved under the 2026 Omnibus Incentive Plan
Director compensation cap
$750,000
Annual limit on combined cash and equity for each non-employee director
Auditor ratification votes for
30,439,879 shares
Shares voting for Deloitte & Touche LLP as 2026 auditor
Say-on-pay votes for
28,727,674 shares
Shares approving named executive officer compensation on advisory basis
Plan expiry date
May 20, 2036
Expiration of the 2026 Omnibus Incentive Plan for new awards
Key Terms
change in control, performance-based equity awards, Change of Control Agreements, Omnibus Incentive Plan, +2 more
6 terms
change in control financial
"within 60 days prior to, or within 24 months following, a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
performance-based equity awards financial
"Mr. Khales will vest in any outstanding performance-based equity awards at the greater of target and actual performance"
Change of Control Agreements financial
"amendments to the Change of Control Agreements with Diron Smith, Lindsay K. Blackwood, Andrew Senn and Jim Stephens"
Omnibus Incentive Plan financial
"the Company’s stockholders approved the Integer Holdings Corporation 2026 Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
clawback financial
"All incentive compensation, including awards granted under the 2026 Plan, are subject to clawback as may be permitted or required"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
broker non-vote financial
"Broker NON-VOTE: 1,840,648"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
_____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of report (Date of earliest event reported): | May 18, 2026 | |||||||||||||
(Exact name of registrant as specified in its charter)
_____________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(214 ) 618-5243
Registrant’s telephone number, including area code
_____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Certain Compensation Matters
In connection with a strategic review to maximize stockholder value that was previously announced by Integer Holdings Corporation (the “Company”), on May 18, 2026, the Compensation and Organization Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) approved (or recommended to the Board for approval) the below actions. On May 20, 2026, the Board approved the below actions relating to the President and Chief Executive Officer, Payman Khales:
Amendments to Employment Agreement and Change of Control Agreements
The Board approved certain amendments to Mr. Khales’ previously disclosed employment agreement, to provide that, in the event of a termination of employment without cause or a resignation with good reason within 60 days prior to, or within 24 months following, a change in control of the Company (if any), Mr. Khales will vest in any outstanding performance-based equity awards at the greater of target and actual performance. The Compensation Committee approved certain amendments to the Change of Control Agreements with Diron Smith, Lindsay K. Blackwood, Andrew Senn and Jim Stephens, including a similar provision with respect to performance-based equity awards, except that it will apply to such a termination or resignation that occurs within 24 months following a change in control of the Company (if any).
Cash Retention Bonuses
The Compensation Committee (or, in the case of Mr. Khales, the Board) approved retention bonuses for each of Mr. Khales, Mr. Smith, Ms. Blackwood, Mr. Senn and Mr. Stephens in the amounts set forth below, (a) 50% of which will vest and be payable on December 31, 2026 and (b) 50% of which will vest upon a change in control of the Company (if any), in each case, subject to continued employment through the applicable vesting date.
| Executive | Retention Bonus Amount | ||||||||||||||||
| Payman Khales | $ | 1,750,000 | |||||||||||||||
| Diron Smith | 980,000 | ||||||||||||||||
| Lindsay K. Blackwood | 816,750 | ||||||||||||||||
| Andrew Senn | 408,000 | ||||||||||||||||
| Jim Stephens | 451,350 | ||||||||||||||||
Approval of the Integer Holdings Corporation 2026 Omnibus Incentive Plan
At the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) held on Wednesday, May 20, 2026, the Company’s stockholders approved the Integer Holdings Corporation 2026 Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan had previously been approved by the Company’s Board of Directors (the “Board”), based on the recommendation of the CompensationCommittee, subject to stockholder approval. The 2026 Plan replaces the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) effective May 20, 2026. No new awards will be granted under the 2021 Plan, but any awards outstanding under the 2021 Plan as of May 20, 2026 will remain outstanding in accordance with their terms.
Subject to adjustment upon certain changes in the Company’s capital structure, the 2026 Plan reserves for issuance a maximum number of shares of the Company’s common stock equal to (i) 1,000,000 shares, plus (ii) the number of shares that remained available for grant under the 2021 Plan as of May 20, 2026, plus (iii) the number of shares subject to awards under the 2021 Plan that were outstanding as of May 20, 2026 and are later forfeited, cancelled, expire, are terminated or otherwise lapse, or are settled in cash without the delivery of shares, all as further described in the 2026 Plan.
The purpose of the 2026 Plan is to motivate and reward individuals who contribute significantly to the Company’s success to perform at the highest level and to further the best interests of the Company and its stockholders.
The 2026 Plan provides for awards of stock options (both nonqualified and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance awards, and other cash- and stock-based awards to the Company’s employees, non-employee directors and consultants.
The 2026 Plan is generally administered by the Compensation Committee with respect to awards for employees and, if selected, certain consultants providing services to the Company. The Compensation Committee has the authority to select participants, to approve awards with terms established by the Compensation Committee, to amend the terms of awards, including to accelerate vesting of awards, and to take other actions to administer the 2026 Plan in accordance with its terms. The Compensation Committee may also delegate certain authority under the 2026 Plan to one or more employees of the Company, to the extent permitted by applicable law; however, such delegation will not extend to awards granted to executive officers or directors of the Company. In addition, the Board oversees director compensation and administers the 2026 Plan with respect to awards for non-
employee directors. As part of the Company’s director compensation program, the 2026 Plan includes an annual $750,000 limit on combined cash and equity compensation for the Company’s non-employee directors, subject to limited exceptions.
The 2026 Plan expires on May 20, 2036 unless, prior to that date, the maximum number of shares available for issuance under the Plan has been issued or the Board terminates the Plan. No awards will be granted under the 2026 Plan after May 20, 2036, but any awards granted under the plan prior to that date will remain outstanding in accordance with their terms.
All incentive compensation, including awards granted under the 2026 Plan, are subject to clawback as may be permitted or required under the Company’s Incentive Compensation Recoupment Policy or any future clawback or similar policy of the Company. In addition, awards are subject to clawback as may be permitted or required under any applicable law or stock exchange requirement. The Compensation Committee may also impose additional award-specific clawback or forfeiture conditions upon specified events, including certain terminations of service, violations of Company policies, breaches of restrictive covenants or other conduct that is detrimental to the Company.
The foregoing description of the principal features of the 2026 Plan is only a summary and is qualified in its entirety by reference to the full text of the 2026 Plan, which is filed as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Also at the Annual Meeting, the proposals listed below were submitted to a vote of the stockholders. The proposals are described in the Company's definitive proxy statement for the Annual Meeting previously filed with the Securities and Exchange Commission. Each of the proposals was approved by the stockholders pursuant to the voting results set forth below.
Proposal 1: To elect 11 directors for a one-year term until their successors have been elected and qualified:
| Name: | Shares FOR: | Shares WITHHELD: | Broker NON VOTE: | |||||||||||||||||
| Sheila Antrum | 29,015,820 | 115,518 | 1,840,648 | |||||||||||||||||
| Cheryl C. Capps | 27,079,373 | 2,051,965 | 1,840,648 | |||||||||||||||||
| Michael C. Coyle | 29,013,524 | 117,814 | 1,840,648 | |||||||||||||||||
| James F. Flanagan | 28,943,393 | 187,945 | 1,840,648 | |||||||||||||||||
| James F. Hinrichs | 28,976,767 | 154,571 | 1,840,648 | |||||||||||||||||
| Tyrone Jeffers | 26,707,852 | 2,423,486 | 1,840,648 | |||||||||||||||||
| Aaron Kapito | 28,904,197 | 227,141 | 1,840,648 | |||||||||||||||||
| Payman Khales | 29,032,985 | 98,353 | 1,840,648 | |||||||||||||||||
| M. Craig Maxwell | 26,648,355 | 2,482,983 | 1,840,648 | |||||||||||||||||
| Filippo Passerini | 28,824,946 | 306,392 | 1,840,648 | |||||||||||||||||
| Donald J. Spence | 26,701,074 | 2,430,264 | 1,840,648 | |||||||||||||||||
Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2026:
FOR: | 30,439,879 | ||||
AGAINST: | 523,970 | ||||
ABSTAINED: | 8,137 | ||||
Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers:
FOR: | 28,727,674 | ||||
AGAINST: | 393,504 | ||||
ABSTAINED: | 10,160 | ||||
Broker NON-VOTE: | 1,840,648 | ||||
Proposal 4: To approve the Integer Holdings Corporation 2026 Omnibus Incentive Plan:
FOR: | 27,750,271 | ||||
AGAINST: | 1,378,718 | ||||
ABSTAINED: | 2,349 | ||||
Broker NON-VOTE: | 1,840,648 | ||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description of Exhibit | |||||||
| 10.1 | Integer Holdings Corporation 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-296074) filed May 20, 2026) | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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, thereunto duly authorized.
| Date: | May 22, 2026 | INTEGER HOLDINGS CORPORATION | ||||||||||||
By: | /s/ Lindsay K. Blackwood | |||||||||||||
| Lindsay K. Blackwood | ||||||||||||||
Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||
FAQ
What executive compensation changes did Integer Holdings (ITGR) approve?
Integer added enhanced severance treatment for performance-based equity around a change in control and granted cash retention bonuses, including $1,750,000 for CEO Payman Khales, with vesting tied to continued employment and any future change in control.
How large are the new retention bonuses at Integer Holdings (ITGR)?
The company approved retention bonuses for five executives, including $1,750,000 for CEO Payman Khales and amounts ranging from $408,000 to $980,000 for four others, vesting partly on December 31, 2026 and partly upon any change in control.
What is the Integer Holdings 2026 Omnibus Incentive Plan?
The 2026 Omnibus Incentive Plan is a new equity and cash incentive program replacing the 2021 plan, reserving 1,000,000 shares plus certain carryover shares for options, restricted stock, performance awards and other incentives to employees, directors and consultants.
What governance items passed at Integer Holdings’ 2026 annual meeting?
Shareholders elected 11 directors, ratified Deloitte & Touche LLP as independent auditor for fiscal 2026, approved named executive officer compensation on an advisory basis, and approved the new 2026 Omnibus Incentive Plan with strong support across the proposals.
How long will the Integer Holdings 2026 Omnibus Incentive Plan remain in effect?
The 2026 Omnibus Incentive Plan runs through May 20, 2036. No new awards may be granted after that date, but awards already granted under the plan before expiration will continue under their existing terms until they vest, are exercised or expire.