Business Context and Reporting Period
This Form 8-K Current Report, dated October 23, 2025, details a significant leadership transition at Integer Holdings Corporation (ITGR). The filing announces the appointment of Payman Khales as President and Chief Executive Officer (CEO), effective October 24, 2025, succeeding Joseph W. Dziedzic. Mr. Dziedzic will transition to the role of Special Advisor until March 31, 2026.
Key Financial Metrics and Compensation
The filing does not report operational financial metrics such as revenue, profit, cash flow, or debt levels. Instead, it discloses the specific compensation package for the new CEO under a new Employment Agreement:
- Base Salary: $875,000 annually.
- Short-Term Incentive: Target bonus equal to 100% of base salary.
- Long-Term Incentives: Aggregate annual target of at least $5,000,000 for fiscal year 2026.
- Special Equity Grant: Restricted stock units with a grant date fair value of $550,000, vesting ratably over three years.
- Severance (Non-Change in Control): Two times the sum of base salary and target bonus, plus 24 months of health coverage subsidies.
- Severance (Change in Control): Includes full vesting of performance-based equity awards and additional lump-sum payments.
Material Changes
The primary material change is the change in executive leadership and the associated compensation structure. The new Employment Agreement supersedes previous agreements dated February 2018. Mr. Khales will also serve on the Board of Directors and the Technology Strategy Committee.
Outlook, Risks, and Contingencies
The filing references a press release (Exhibit 99.1) regarding the transition plan but does not provide specific forward-looking financial guidance or operational outlook within the text of this report. The compensation agreement includes standard contingencies regarding "Qualifying Terminations" (involuntary termination without cause or for good reason) and provisions to mitigate golden parachute excise taxes in the event of a change in control.
Investor Verification Checklist
- Verify the exact vesting schedule and performance metrics for the $5,000,000+ long-term incentive target.
- Review the press release (Exhibit 99.1) for strategic context on the leadership transition.
- Confirm the impact of the new CEO's compensation on the company's future equity dilution and cash burn.
- Monitor the transition period through March 31, 2026, for any operational disruptions.