Form 4: Integer Holdings Director Receives Equity Grant, Defers Stock Settlement

Integer Holdings Corp Director James F. Hinrichs was granted 1,514 Restricted Stock Units (RSUs) and elected to defer their settlement until his departure or a change in control, aligning his interests with long-term shareholder value.

Summary

• James F. Hinrichs, a Director of Integer Holdings Corp (ITGR), was granted 1,514 Restricted Stock Units (RSUs) on May 21, 2025.
• These RSUs convert into common stock on a one-for-one basis.
• 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. Hinrichs 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, Mr. Hinrichs beneficially owns 7,424 shares of Common Stock directly and 1,514 Restricted Stock Units directly.

Sentiment

Score: 6

Explanation: The filing reports a standard equity grant to a director, which aligns management's interests with shareholders. This is a routine compensation event and does not indicate significant positive or negative operational news, leading to a slightly positive but largely neutral sentiment.

Positives

• The grant of Restricted Stock Units (RSUs) to Director James F. Hinrichs aligns his interests with those of shareholders, as the value of his compensation is tied to the company's stock performance.
• The deferral of RSU settlement until separation from service or a change in control demonstrates a long-term commitment to the company's success by the director.

Future Outlook

The granted Restricted Stock Units (RSUs) are set to vest in approximately equal installments over the next year, concluding by May 2026. The director has elected to defer the actual settlement of these shares until his separation from service or a change in control, indicating a long-term perspective on his equity holdings.

Management Comments

• "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 directors is a common practice in corporate governance across various industries, including the medical device and manufacturing sectors where Integer Holdings Corp operates. It serves as a key component of executive and director compensation packages, aiming to incentivize long-term performance and align leadership interests with shareholder value.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) to a director is a standard form of equity compensation, widely adopted by public companies across industries.
• While the specific number of units (1,514) and vesting schedule (quarterly over approximately one year) are specific to Integer Holdings Corp, the mechanism itself is consistent with typical compensation practices for non-employee directors in companies of similar size and industry.
• For instance, companies like Medtronic (MDT) or Stryker (SYK) also utilize RSU grants as part of their director compensation, though the specific amounts would vary based on company size, performance, and compensation philosophy.
• The deferral election is also a common feature allowing directors to manage tax implications and demonstrate long-term commitment.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units (RSUs) to James F. Hinrichs, a Director, constitutes a related party transaction, which is a standard form of director compensation.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with shareholder value, potentially leading to more focused long-term decision-making.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

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

Key Dates

Keywords

Integer Holdings Corp, ITGR, Form 4, SEC filing, insider transaction, restricted stock units, RSU, director compensation, equity grant, corporate governance