8-K: Integer Holdings Announces CEO Succession Plan: Dziedzic to Retire, Khales Appointed

Integer Holdings Corporation announces that Joseph Dziedzic will retire as President and CEO, with Payman Khales appointed as his successor, effective October 24, 2025.

Summary

• Integer Holdings Corporation announced a planned leadership succession.
• Joseph W. Dziedzic will retire as President and CEO and step down from the Board, effective October 24, 2025.
• Payman Khales, the current Chief Operating Officer, will succeed Mr. Dziedzic as President and CEO.
• Mr. Dziedzic will transition to a Special Advisor role until March 31, 2026.
• Mr. Khales will be elected to the Board on October 24, 2025.
• Mr. Dziedzic will receive a base salary equal to 100% of his current CEO base salary rate for his service as Special Advisor.
• Mr. Dziedzic's outstanding RSUs will vest in full, and his PRSUs will vest on a prorated basis based on the Company's actual performance.
• Mr. Dziedzic will be reimbursed for reasonable legal fees and expenses up to $25,000.
• Integer reported first quarter 2025 financial results in a separate press release.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the planned and orderly leadership transition, the recognition of the outgoing CEO's contributions, and the confidence in the incoming CEO's ability to lead the company forward.

Positives

• A smooth leadership transition is planned with Mr. Dziedzic assisting Mr. Khales.
• Mr. Khales has a strong track record, including doubling sales in the Cardio & Vascular business in seven years.
• The Board is modifying Mr. Dziedzic's outstanding time-based restricted stock units (RSUs) and performance-based restricted stock units (PRSUs) to receive retirement eligibility treatment.
• Integer is delivering on its financial objectives of above market organic sales growth with expanding margins and is well positioned to continue this growth trajectory.

Future Outlook

The company anticipates continued success under Payman Khales' leadership, building on the existing momentum and differentiated capabilities.

Management Comments

• Pamela G. Bailey, Chair of the Board, stated that Joe reshaped Integer's business to focus on high growth markets that address unmet patient needs, accelerated organic and inorganic investment in differentiated technologies, and developed and implemented the Integer Production System to create consistency across our manufacturing operations.
• Joseph Dziedzic stated that Payman is the natural choice to guide Integer through our next chapter of growth.
• Payman Khales stated that he is excited about the strong momentum in our business as we continue to build differentiated capabilities and collaborate closely with our customers to deliver innovative medical device technologies to patients around the globe.

Industry Context

The announcement reflects a planned leadership transition within a major medical device contract development and manufacturing organization (CDMO), a sector experiencing growth due to increasing demand for outsourced manufacturing and specialized expertise.

Comparison to Industry Standards

• Succession planning is a common practice among publicly traded companies to ensure business continuity and stability.
• Comparable companies in the medical device CDMO space, such as Medtronic and Stryker, also undergo leadership transitions periodically.
• The transition plan, including the advisory role for the outgoing CEO, is a standard approach to facilitate a smooth handover of responsibilities.

Management Changes

Stakeholder Impact

• Shareholders may react positively to the planned and orderly leadership transition.
• Employees will experience a change in leadership with Mr. Khales assuming the role of CEO.
• Customers and partners can expect continuity in the company's strategy and operations.

Next Steps

• Mr. Dziedzic will assist and prepare Mr. Khales to succeed him as President and CEO and work on other transition matters.
• Mr. Khales will be elected to the Board on October 24, 2025.
• The Company will host a conference call to discuss first quarter 2025 financial results.

Key Dates

Keywords

CEO succession, Integer Holdings, Payman Khales, Joseph Dziedzic, leadership transition, medical device, retirement