INTEGRA LIFESCIENCES HOLDINGS CORP appointed new CEO

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS


Retirement of Jan De Witte, President and Chief Executive Officer


On February 27, 2024, Jan De Witte informed Integra LifeSciences Holdings Corporation (the "Company") of his intention to retire from his position as President and Chief Executive Officer and director of the Company following the completion of a succession process. To ensure a smooth transition, Mr. De Witte will remain at the Company and continue to serve as President and Chief Executive Officer and as a Board member until the effective date of the Board's appointment of his successor. During this time, Mr. De Witte will also continue to serve as the principal executive officer of the Company. Mr. DeWitte's plans to retire are for personal reasons and not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.


In connection with his retirement and the services Mr. De Witte will provide during the transition period, the Company and Mr. De Witte entered into a letter agreement, dated February 27, 2024 (the "Letter Agreement"), modifying Mr. De Witte's current employment agreement. The Letter Agreement provides that unless earlier terminated pursuant to the terms of his employment agreement, Mr. De Witte's employment as President and Chief Executive Officer will terminate on the earlier of January 18, 2025 and the appointment of a new Chief Executive Officer of the Company (the "Transition Date"). Mr. DeWitte further agreed that none of (i) the termination of his employment as of the Transition Date, (ii) the appointment of his successor, (iii) the appointment of Stuart Essig, Ph.D. to the role of Executive Chairman of the Board or (iv) the entering into either the Letter Agreement or the Consulting Agreement (as defined below) will constitute a breach of, or Good Reason for purposes of, his employment agreement or any other agreement between him and the Company


The Company and Mr. De Witte also agreed to enter into a Consulting Agreement to be effective as of the Transition Date (the "Consulting Agreement"). Pursuant to the Consulting Agreement, subject to execution and non-revocation of a customary release of claims against the Company, Mr. De Witte will serve as Senior Advisor to the CEO and provide transition services to the Company from the Transition Date to March 15, 2026 (the "Consulting Period"). Mr. De Witte will be entitled to: (i) a consulting payment equal to his 2024 base salary (pro-rated for any partial service) for the period beginning on the Transition Date and ending on January 18, 2025 (payable in periodic installments in accordance with the Company's regular payroll practices in effect from time to time), (ii) eligibility for an annual cash bonus opportunity, targeted at 125% of his 2024 base salary, under the Company's annual bonus program for 2024, subject to the achievement of applicable performance objectives set forth in the Company's annual bonus program as well as Mr. De Witte's successful execution of the Company's 2024 business strategy and, if applicable, contribution to a smooth CEO transition (as determined by the Board in its sole discretion); (iii) continued vesting of outstanding equity awards during Mr. De Witte's continued service to the Company during the Consulting Period; and (iv) the ability to exercise vested stock options for the lesser of (a) the stated term of the stock options and (b) six months following his cessation of service to the Company under the Consulting Agreement. Mr. De Witte will also be eligible to receive reimbursement of up to $150,000 in relocation expenses. Following the Transition Date, Mr. De Witte, at his sole expense, may continue his current health, dental, and vision insurance coverage for him and his eligible dependents during the Consulting Period, so long as Executive elects and maintains eligibility for COBRA continuation coverage. 


The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement, which is filed as Exhibits 10.1 to this current report on Form 8-K.


Appointment of Stuart M. Essig, Ph.D., as Executive Chairman


On February 27, 2024, the Company's Board of Directors appointed Stuart M. Essig, Ph.D., the Company's Chairman, to the role of Executive Chairman, effective immediately.