Integra LifeSciences (IART) Proxy filing summary

Executive summary

• Achieved $1.64 billion in 2025 revenue, up 1.5%, with stable demand despite operational headwinds and a reported GAAP net loss of $516.5 million.

• Advanced a multi-year transformation plan focused on quality management, supply chain reliability, and innovation, including relaunching key products and expanding manufacturing capabilities.

• Strengthened executive leadership with six new appointments and maintained constructive engagement with the FDA on compliance and quality matters.

• Implemented an enterprise-wide compliance master plan and electronic quality management system, and established a Transformation and Program Management Office.

Voting matters and shareholder proposals

• Election of eight directors to serve until the next annual meeting.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of Amendment No. 3 to the Equity Incentive Plan, increasing shares available for awards by 3,550,000.

Board of directors and corporate governance

• Board consists of eight members (50% women), with six of seven non-employee directors independent.

• Four fully independent standing committees: Audit, Compensation, Nominating and Corporate Governance, and Finance.

• Annual board and committee self-evaluations, meaningful stock ownership guidelines, and a recoupment/clawback policy.

• No shareholder rights plan (poison pill); majority voting standard for uncontested director elections.

• Nominating and Governance Committee oversees cybersecurity programs as of February 2026.