Business Context and Reporting Period
Company: Integra LifeSciences Holdings Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: December 11, 2025
Reporting Period: The filing reports on a corporate governance event occurring on December 11, 2025, regarding the adoption of a new executive compensation program effective January 1, 2026.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change reported is the adoption of a new Change in Control Severance Program. This program renews and extends the terms for specific executive participants whose previous arrangements were scheduled to expire on December 31, 2025. The new program extends the coverage period through December 31, 2026.
Guidance, Outlook, and Management Commentary
Program Details:
- Participants: Lea Knight (EVP & CFO), Robert T. Davis, Jr. (EVP, President – Tissue Technologies), Michael McBreen (EVP, President – Codman Specialty Surgical), and Harvinder Singh (EVP, President – International).
- Trigger Event: A "qualifying termination" (without cause or for good reason) occurring on or within two years following a "change in control" of the Company, provided the change in control occurs by December 31, 2026.
- Severance Benefits:
- Lump sum payment equal to 1.5 times the sum of annual base salary and target cash bonus (2 times for Ms. Knight).
- Pro rata portion of the target cash bonus for the partial fiscal year of termination.
- Company-subsidized COBRA premium payments for up to 18 months.
- Company-paid outplacement services for up to 12 months.
- Payment of any unpaid short-term annual cash bonus for prior-year performance.
- Conditions: Receipt of benefits is contingent upon the delivery and non-revocation of a general release of claims.
- Tax Considerations: Payments may be subject to a "best pay cap" reduction to avoid excise taxes under Section 4999 of the Internal Revenue Code, ensuring the executive receives the greater of the net amount with or without the reduction.
Term Extension: The program term automatically extends until the two-year anniversary of a change in control date if such an event occurs. It also extends until obligations are satisfied if a qualifying termination occurs during the term.
Investor Verification Checklist
- Verify the specific definitions of "cause," "good reason," and "change in control" in the full text of the Change in Control Severance Program (Exhibit 10.1).
- Confirm the total potential liability exposure for the Company based on the current compensation levels of the named executives.
- Review the Compensation Committee's rationale for the 2x multiplier specifically applied to the CFO compared to the 1.5x for other executives.
- Assess the impact of the "best pay cap" provision on the net value of the severance package under various tax scenarios.