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.
Integer Holdings Corp executive exercises stock units and settles taxes
Integer Holdings Corp’s President, CRM & Neuro, Jim Stephens reported routine equity compensation activity. On May 15, 2026, he exercised restricted stock units that converted into a total of 1,963 common shares. To cover tax obligations, 479 common shares were disposed of as a tax-withholding transaction rather than an open-market sale.
The transactions reflect vested restricted stock units converting into common stock on a one-for-one basis, consistent with the grant terms described in prior awards.
Integer Holdings Corp EVP and CFO Diron Smith reported routine equity compensation activity involving restricted stock units. On May 8, 2026, 2,063 restricted stock units were exercised into the same number of common shares, and 503 shares were withheld at a price of $88.12 per share to cover tax obligations. After these transactions, Smith directly holds about 12,918.83 shares of Integer Holdings common stock. Footnotes explain that restricted stock units convert into common stock on a one-for-one basis and reference a prior grant of 6,188 units awarded on May 8, 2023, vesting in three equal annual installments beginning May 8, 2024.
Integer Holdings Corp Schedule 13G: Invesco Ltd. reports beneficial ownership of 1,969,133 shares of Integer Holdings Corp common stock, representing 5.7% of the class as of 03/31/2026. The filing states Invesco Ltd. has sole voting power over 1,959,066 shares and sole dispositive power over 1,969,133 shares. The report lists Invesco Advisers, Inc. and related subsidiaries as the relevant advisers and is signed on 05/06/2026.
Integer Holdings Corp reports a Schedule 13G ownership filing by Vanguard Capital Management. Vanguard Capital Management beneficially owns 1,806,396 shares of Common Stock as of 03/31/2026, representing 5.25% of the class. The filing shows sole voting power of 269,109 shares and sole dispositive power over 1,806,396 shares.
Integer Holdings Corporation reported first quarter 2026 results and announced a broad strategic review. Sales were $439.6 million, up 0.5% year over year, with organic growth of 1.3%. GAAP income from continuing operations was $16.5 million, or $0.48 per diluted share, reversing a prior-year loss.
Non-GAAP adjusted net income was $41.3 million and adjusted EPS was $1.20, both down versus last year, and adjusted EBITDA declined 7% to $85.1 million. Total debt rose to $1.25 billion and the leverage ratio reached 3.2x adjusted EBITDA. For 2026, the company guides sales to $1.805–$1.835 billion and expects GAAP diluted EPS of $3.07–$3.64 and adjusted EPS of $5.83–$6.40.
The Board has initiated a strategic review, working with financial and legal advisors to consider options including a sale, merger, or strategic business combination alongside continuing the current standalone strategy. No deadline or outcome is assured, and further updates are expected only if deemed appropriate.
Integer Holdings Corp reports an institutional ownership filing. Vanguard Portfolio Management reports beneficial ownership of 2,076,935 shares of Common Stock, representing 6.03% of the class as of 03/31/2026. The filing shows sole dispositive power over 2,076,935 shares and sole voting power for 29,969 shares.
Integer Holdings Corporation is asking stockholders to vote at its 2026 Annual Meeting on four key items: electing 11 directors, ratifying Deloitte & Touche LLP as auditor for 2026, approving executive pay in an advisory vote, and approving a new 2026 Omnibus Incentive Plan.
The company highlights 2025 performance with sales of $1.854 billion, up 8%, operating income of $221 million, adjusted operating income of $321 million, and adjusted diluted EPS of $6.40. It generated $196 million in operating cash flow, spent $179 million on tuck-in acquisitions, $91 million on capital expenditures, and repurchased $50 million of stock.
The new Omnibus Incentive Plan would authorize 1,000,000 new shares plus unused and forfeited shares from the 2021 plan, taking total shares available for future grants to 1,772,585. The company reports a three‑year average equity burn rate of 0.91% and an expected overhang of 6.3% if the plan is approved. Governance features include annual director elections, an independent chair, annual say‑on‑pay, robust stock ownership guidelines, anti‑hedging and pledging policies, and a clawback policy.