Form 4: Integer Holdings Director Donald J. Spence Receives Equity Grant

Integer Holdings Corp (ITGR) Director Donald J. Spence was granted 1,514 Restricted Stock Units (RSUs) as part of his compensation, aligning his interests with shareholders.

Summary

• Donald J. Spence, a Director of Integer Holdings Corp (ITGR), reported a change in beneficial ownership via a Form 4 filing.
• The filing indicates a grant of 1,514 Restricted Stock Units (RSUs) to Mr. Spence on May 21, 2025.
• These RSUs convert into common stock on a one-for-one basis and were granted at a price of $0, typical for equity compensation.
• The RSUs are scheduled to vest in approximately equal installments on August 21, 2025, November 21, 2025, February 21, 2026, and May 19, 2026.
• Mr. Spence has elected to defer the settlement of the common stock underlying these RSUs until his separation from service as a director or a change in control of the Issuer.
• Following this transaction, Donald J. Spence beneficially owns 18,781 shares of Common Stock directly, which includes the newly granted RSUs.

Sentiment

Score: 7

Explanation: The grant of RSUs to a director is a positive event as it aligns management's interests with shareholders. It is a routine compensation event and not indicative of significant operational or financial changes, hence a moderately positive score.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Donald J. Spence aligns his financial interests directly with those of the company's shareholders, encouraging long-term value creation.
• Equity compensation is a standard and effective method for retaining and incentivizing key personnel and directors.

Future Outlook

The granted Restricted Stock Units (RSUs) are set to vest in approximately equal installments over the next year, with the final vesting occurring on May 19, 2026. The settlement of the common stock underlying these RSUs is deferred until the director's separation from service or a change in control of the Issuer.

Management Comments

• Donald J. Spence, the reporting person, has elected to defer settlement of the common stock underlying these RSUs until separation from service as a director, or a change in control, of the Issuer.

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a common practice in corporate governance across various industries, including the medical device sector where Integer Holdings operates. This form of equity compensation is widely used to align the interests of directors and executives with long-term shareholder value.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of director compensation is a standard practice observed across publicly traded companies, including peers in the medical device manufacturing sector such as Medtronic plc (MDT), Boston Scientific Corporation (BSX), and Stryker Corporation (SYK).
• The vesting schedule over approximately one year is also typical for such grants, providing a retention incentive.
• The deferral election by the director is a common feature in executive and director compensation plans, often for tax planning purposes, and is consistent with best practices in corporate governance.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to Donald J. Spence, a director, constitutes a transaction with a related party (insider) as part of his compensation package.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with shareholders, potentially leading to better long-term decision-making aimed at increasing share value.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The granted RSUs will vest in approximately equal installments on August 21, 2025, November 21, 2025, February 21, 2026, and May 19, 2026.

Key Dates

Recommendation

Keywords

Integer Holdings Corp, ITGR, Form 4, Insider Transaction, Restricted Stock Units, RSU, Equity Grant, Director Compensation, Beneficial Ownership