10-K: Integer Holdings Appoints New General Counsel and Chief Ethics Officer

Integer Holdings Corporation welcomes McAlister Marshall as Senior Vice President, General Counsel, and Chief Ethics and Compliance Officer, effective January 4, 2022.

Summary

• Integer Holdings Corporation has appointed McAlister Marshall as the new Senior Vice President, General Counsel, and Chief Ethics and Compliance Officer.
• Marshall's employment commenced on January 4, 2022, and he reports directly to the President and CEO, Joe Dziedzic.
• His annual base compensation is set at $395,000, payable bi-weekly.
• Marshall is eligible for a Short Term Incentive (STI) plan with a target of 60% of eligible earnings and will participate in the Long-Term Incentive (LTI) plan starting in 2022, with a target grant value of approximately $368,000.
• He also received a one-time special LTI grant of $50,000 in restricted stock units.
• The offer is contingent upon a background check, drug test, and signing an Inventions, Non-Disclosure, and Non-Solicitation Agreement.
• The employment is at-will, meaning either party can terminate the employment at any time.

Sentiment

Score: 8

Explanation: The document is a standard employment offer letter, indicating a positive sentiment towards the candidate and the future working relationship. The terms are competitive and align with industry standards.

Positives

• Competitive compensation package including base salary, STI, and LTI opportunities.
• Comprehensive benefits package including health, dental, vision, life, and disability insurance.
• Participation in executive-level benefits such as executive life insurance and long-term disability.
• Coverage under the company's Director and Officer Liability Insurance policies.
• Opportunity to participate in the 401(k) Restoration Plan.

Negatives

• Employment is at-will, providing no job security.
• Severance benefits are only payable under specific conditions (termination without cause or disability).
• Participation in incentive plans is subject to Board approval and annual review, meaning they are not guaranteed.

Risks

• The company reserves the right to modify compensation and benefits prospectively.
• Incentive plan awards are subject to Board approval and annual review.
• Severance benefits are contingent upon signing a Separation Agreement and Release.
• The offer is contingent upon satisfactory background verification and drug test results, which may be delayed due to COVID-19 impacts.

Future Outlook

Starting in 2022, the position is eligible to participate in the Company's annual Long-Term Incentive program.

Management Comments

• We truly believe you have the right knowledge, experience, and values to be a great fit for this role and for Integer.
• We are all looking forward to working with you.

Industry Context

This announcement reflects a company securing leadership in key roles, which is a common practice in the corporate world to ensure effective governance and strategic direction.

Comparison to Industry Standards

• Executive compensation packages, including base salary, STI, and LTI, are common in publicly traded companies to attract and retain top talent.
• The specific values and structures of these packages vary widely based on company size, industry, and individual experience.
• Comparable companies in the medical device manufacturing space, such as Medtronic, Boston Scientific, and Abbott Laboratories, also offer similar compensation and benefits packages to their executives.

Management Changes

Stakeholder Impact

• Shareholders: Securing experienced leadership can positively influence investor confidence.
• Employees: The appointment can boost morale and provide clear leadership.
• Customers: A strong legal and ethics framework can enhance trust and reliability.
• Suppliers: Ethical and compliant operations can foster stable and transparent relationships.

Next Steps

• Return a signed copy of the offer letter to Kirk Thor.
• Complete a pre-employment background verification.
• Pass a drug test.
• Sign Integers Inventions, Non-Disclosure and Non-Solicitation Agreement.
• Bring documentation to prove work eligibility status on the first day of employment.

Key Dates

Keywords

General Counsel, Chief Ethics Officer, Compliance Officer, Executive Compensation, Employment Offer, Integer Holdings, McAlister Marshall