ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On June 21, 2023, Integra LifeSciences Holdings Corporation (the "Company")
announced the appointment of Lea Daniels Knight to serve as its Executive Vice
President and Chief Financial Officer effective June 28, 2023 (the "Effective
Date"). In this capacity, Ms. Knight will be the Company's principal financial
officer.
Ms. Knight, 52, previously served as Executive Vice President of Business
Finance at Booz Allen Hamilton, from September 2022 to June 2023, and was
responsible for providing strategic and financial leadership. Prior to her role
at Booz Allen Hamilton, she worked for 18 years in the pharmaceuticals sector of
Johnson & Johnson (and its subsidiaries), most recently serving as Chief
Financial Officer and Vice President of Finance of Janssen NA Pharmaceuticals
from October 2021 to July 2022, Vice President of Finance of Janssen Supply
Group LLC from July 2018 to October 2021, and Vice President, Global Services -
NA Finance Service Delivery of Johnson & Johnson, Services Inc. from April 2016
to July 2018. While at Johnson & Johnson, Ms. Knight partnered with various
functions across multiple sectors and operating companies to shape strategy,
manage risk and oversee financial processes. Ms. Knight holds a B.S. in
Accounting from the University of Virginia and an M.B.A. in Finance and
Strategic Management from the Wharton School of the University of Pennsylvania,
and is a licensed certified public accountant in Pennsylvania.
In connection with Ms. Knight's appointment as the Company's Executive Vice
President and Chief Financial Officer, she will be entitled to receive an annual
base salary of $600,000. Ms. Knight will be eligible to participate in the
Company's annual cash bonus program with a target bonus opportunity equal to 90%
of her base salary. Her actual bonus will be based on the achievement of Company
performance targets as well as individual strategic objectives established under
the annual cash bonus program. Ms. Knight also will receive a one-time award of
restricted stock with an aggregate grant date value of $1,000,000 under the
Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity
Incentive Plan. This award will be made on or around July 1, 2023 in two
separate grants, the first of which shall consist of $750,000 of restricted
stock which shall vest in in three substantially equal annual installments
starting on the first anniversary of the grant date and the second of which
shall consist of $250,000 of restricted stock which shall vest on the third
anniversary of the grant date, subject, in each case, to Ms. Knight's continued
service with the Company through the applicable vesting dates. Ms. Knight also
will receive a one-time cash sign-on payment of $350,000. If, during the
twenty-four month period following the Effective Date, Ms. Knight voluntarily
leaves the Company, she will be required to repay the full amount of this cash
sign-on payment. In addition, Ms. Knight's target long-term incentive grant
value for performance year 2024 will be $1,650,000, with the type and terms of
such long-term incentive awards the same as those for the Company's named
executive officers (other than the chief executive officer) as described in the
Company's Definitive Proxy Statement for the 2023 Annual Meeting of
Stockholders, filed on Schedule 14A with the Securities and Exchange Commission
(the "SEC") on April 6, 2023 (the "Proxy Statement"). The Company also will
reimburse Ms. Knight for up to $30,000 of certain relocation-related expenses.
As of the Effective Date, Ms. Knight will become an executive participant in the
Company's change in control severance program. Ms. Knight also will be eligible
to participate in the Company's other benefit plans and programs such as health
and life insurance, income protection in a circumstance of long-term and
short-term disability, education assistance, and retirement and severance
benefits plans, descriptions of which are included in the Proxy Statement.
In connection with her appointment, Ms. Knight also will enter into the
Company's standard indemnification agreement (the "Indemnification Agreement"),
the form of which is filed as Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the SEC on July 19, 2022. Pursuant to the terms of the
Indemnification Agreement, the Company may be required, among other things, to
indemnify Ms. Knight for some expenses, including attorneys' fees, judgments,
fines and settlement amounts incurred by her in any action or proceeding arising
out of her services as an executive officer of the Company.
Other than with respect to the compensation matters described above, there are
no arrangements or understandings between Ms. Knight and any other persons
pursuant to which Ms. Knight was appointed the Company's Executive Vice
President and Chief Financial Officer. There are no family relationships between
Ms. Knight and any director or executive officer of the Company and Ms. Knight
has no direct or indirect interest in any transaction or proposed transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Jeffrey Mosebrook, who has served as the Company's principal financial officer
since February 2, 2023, will cease to serve in that role as of the Effective
Date. Mr. Mosebrook will continue to serve as Senior Vice President, Finance and
as the Company's principal accounting officer.
--------------------------------------------------------------------------------
ITEM 7.01 REGULATION FD DISCLOSURE
On June 21, 2023, the Company issued a press release announcing certain of the
matters described under Item 5.02 of this Current Report on Form 8-K. A copy of
this press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Information in this Item 7.01 and Exhibit 99.1 of Item 9.01 below shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise incorporated by reference
into any filing pursuant to the Securities Act of 1933, as amended, or the
Exchange Act except as otherwise expressly stated in such a filing.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release, dated June 21, 2023, issued by Integra LifeSciences
Holdings Corporation
104 Cover Page Interactive Data File (embedded within the inline XRBL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses