Business Context and Reporting Period
This Form 8-K filing by Integer Holdings Corporation, dated July 17, 2017, reports the appointment of Joseph W. Dziedzic as President and Chief Executive Officer, removing his interim designation. Mr. Dziedzic had served as Interim CEO since March 27, 2017, and as a director since February 2013.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements.
- Base Salary: $850,000 per year.
- Short-Term Incentive Target: 100% of base salary for fiscal years 2017 and 2018.
- Long-Term Incentive Target: 390% of base salary (up to 480% at maximum performance) for fiscal years 2017 and 2018.
- One-Time Equity Grant: Aggregate value of $2.0 million ($1.0 million in restricted stock units and $1.0 million in non-qualified stock options).
Material Changes
The primary material change is the formalization of Mr. Dziedzic's role from Interim CEO to permanent President & CEO and the execution of a new employment agreement effective July 16, 2017. The agreement establishes a fixed compensation structure and significant equity incentives not previously detailed in this specific filing.
Guidance, Outlook, and Risks
The filing contains no financial guidance or outlook. Key contractual terms and contingencies include:
- Term: Initial term expires July 16, 2020, subject to renewal.
- Termination Benefits:
- Without Cause/Good Reason: Lump sum equal to 200% of base salary plus equity vesting.
- During Change of Control (COC) Protection Period: Lump sum equal to 200% of (base salary + target short-term incentive) plus equity vesting.
- Disability/Death: Lump sum equal to base salary plus 12 months of health benefits, plus immediate equity vesting.
- Restrictions: Includes a non-competition and non-solicitation provision for 24 months post-employment.
Investor Verification Checklist
- Verify the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change of Control."
- Confirm the pro-ration calculations for fiscal year 2017 incentives based on the July 16 effective date.
- Review the vesting schedules for the $2.0 million one-time equity grant to understand future dilution impacts.
- Check subsequent filings for any updates to the compensation targets for fiscal years beyond 2018.