ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Appointment of Jan De Witte as President and Chief Executive Officer and
Director
On October 28, 2021, Integra LifeSciences Holdings Corporation (the "Company")
announced the appointment of Jan D. De Witte to serve as its President and Chief
Executive Officer. Mr. De Witte is expected to join the Company prior to the end
of the year. In this capacity, Mr. De Witte will be the Company's principal
executive officer. In connection with his appointment as President and Chief
Executive Officer of the Company, the Board of Directors of the Company (the
"Board") also appointed Mr. De Witte as a director of the Board effective in
connection with the commencement of his employment, with his term expiring at
the Company's 2022 annual meeting of stockholders. Mr. De Witte is not expected
to serve on any standing committees of the Board.
Mr. De Witte, 57, served for the past five years as Chief Executive Officer of
Barco N.V. In addition, Mr. De Witte spent 17 years in senior-level leadership
roles at GE, including serving as President and CEO of GE Global Healthcare IT,
where he had full global P&L responsibility for product management, technology
and software development, commercialization, services and solutions delivery.
Prior to GE, Mr. De Witte spent five years in strategic consulting at McKinsey
and three years in operations at Procter & Gamble. Mr. De Witte currently serves
on the Board of Directors of ResMed Inc. and previously served on the Board of
Directors of Barco N.V. while CEO. Mr. De Witte holds a master's of science
degree in electromechanical engineering with greatest distinction from the KU
Leuven in Belgium and an MBA from Harvard University.
In connection with Mr. De Witte's appointment, the Company entered into an
employment agreement (the "Employment Agreement") with Mr. De Witte. The
Employment Agreement will be effective when Mr. De Witte commences employment
(the "Effective Date"), and the initial term expires on the third anniversary of
the effective date, unless earlier terminated, and is subject to an automatic
one-year renewal term unless either party gives timely written notice of
termination.
Pursuant to the Employment Agreement, Mr. De Witte is entitled to receive an
annual base salary of $850,000. Mr. De Witte will also be eligible for an annual
bonus opportunity targeted at 110% of his annual base salary (pro-rated for any
partial year of service). Mr. De Witte's bonus opportunity will range from 50%
of his target annual bonus opportunity (if threshold performance goals are
achieved) to a maximum of 200% of his base salary. Mr. De Witte's base salary is
subject to annual review and may be increased in the discretion of the Company.
Consistent with Company policies, Mr. De Witte, as an employee of the Company,
will not be entitled to any compensation for his service as a director on the
Board.
Mr. De Witte also will receive a one-time grant of restricted stock units with a
grant date value of $2,000,000 (the "Initial Equity Award"). The Initial Equity
Award will be granted under the Fifth Amended and Restated Integra LifeSciences
Holdings Corporation 2003 Equity Incentive Plan on or following the Effective
Date and will vest in three substantially equal annual installments starting on
the first anniversary of the Effective Date, subject to Mr. De Witte's continued
employment with the Company through the applicable vesting dates. Commencing in
2022, Mr. De Witte will be eligible to receive annual equity-based awards, with
the amount, form and mix of such award to be determined by the Company's
Compensation Committee in its discretion. Mr. De Witte also is eligible to
receive reimbursement of: (i) up to $150,000 in relocation expenses; (ii)
certain expenses related to his attainment of necessary work visas and/or entry
documents; and (iii) up to $25,000 in legal fees and expenses actually incurred
in connection with the drafting, review and negotiation of the Employment
Agreement and any related agreements.
Under the Employment Agreement, if Mr. De Witte's employment is terminated
outside the context of a "change in control" by the Company for a reason other
than death, disability, or "cause" or by Mr. De Witte for "good reason," Mr. De
Witte will be eligible to receive (i) a severance amount equal to 2.0 times his
then-current annual base salary payable over the two-year period following such
termination, (ii) a monthly cash payment equal to Mr. De Witte's monthly COBRA
premium for up to 18 months following such termination, and (iii) full
accelerated vesting of the Initial Equity Award.
If, within 24 months following a "change in control" of the Company, Mr. De
Witte terminates his employment for "good reason," or his employment is
terminated by the Company for a reason other than death, disability, or "cause,"
Mr. De Witte will be eligible to receive: (i) a single lump sum severance amount
equal to 2.99 times the sum of Mr. De Witte's annual base salary and target
bonus, (ii) a monthly cash payment equal to Mr. De Witte's monthly COBRA premium
for up to 18 months following such termination, (iii) a single lump sum equal to
the pro rata portion of Mr. De Witte's annual bonus for the year in which the
termination occurs, and (iv) full accelerated vesting of all outstanding equity
awards granted to Mr. De Witte and, to the extent any outstanding equity award
is a
--------------------------------------------------------------------------------
Company stock option, such option will remain exercisable until the earlier of
the first anniversary of the termination date and the expiration date set forth
in the option agreement evidencing such option.
If Mr. De Witte's employment is terminated due to his death, then his estate
will receive (i) a lump sum cash payment equal to Mr. De Witte's annual base
salary, and (ii) Company-subsidized healthcare continuation coverage for up to
12 months after his termination date.
Mr. De Witte's right to receive the severance payments and benefits pursuant to
the Employment Agreement (other than upon his death) is contingent on Mr. De
Witte's execution and non-revocation of a general release of claims in favor of
the Company. In addition, to the extent that any payment or benefit received in
connection with a change in control would be subject to an excise tax under
Section 4999 of the Internal Revenue Code, such payments and/or benefits will be
subject to a "best pay cap" reduction if such reduction would result in a
greater net after-tax benefit to Mr. De Witte than receiving the full amount of
such payments.
The Employment Agreement contains non-compete and non-solicitation covenants
that extend for up to 18 months following a termination of Mr. De Witte's
employment.
In connection with his appointment, Mr. De Witte also entered into the Company's
standard indemnification agreement (the "Indemnification Agreement"), the form
of which is filed as Exhibit 10.3(b) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2020 filed with the SEC on February 23, 2021.
Pursuant to the terms of the Indemnification Agreement, the Company may be
required, among other things, to indemnify Mr. De Witte for some expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by
him in any action or proceeding arising out of his services as an executive
officer and director of the Company.
Other than with respect to the compensation matters described above, there are
no arrangements or understandings between Mr. De Witte and any other persons
pursuant to which Mr. De Witte was appointed as the Company's President and
Chief Executive Officer or as a director of the Company. There also are no
family relationships between Mr. De Witte and any director or executive officer
of the Company and Mr. De Witte has no direct or indirect interest in any
transaction or proposed transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
The descriptions of the Employment Agreement and the Indemnification Agreement
do not purport to be complete and are qualified in their entirety by reference
to the complete text of the Employment Agreement and the Indemnification
Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this
current report on Form 8-K.
Departure of Peter J. Arduini as President and Chief Executive Officer and
Director
Mr. De Witte will succeed Peter J. Arduini, who, as previously disclosed,
informed the Company on June 22, 2021 of his intention to resign from his
position as President and Chief Executive Officer and director of the Company,
effective as of December 31, 2021. The Company and Mr. Arduini have mutually
agreed that Mr. Arduini's resignation as President and Chief Executive Officer
and a director of the Company will be effective as of the Effective Date.
Mr. Arduini's resignation was not due to any disagreement with the Company on
any matter relating to the Company's operations, policies or practices.
ITEM 7.01 REGULATION FD DISCLOSURE
On October 28, 2021, the Company issued a press release announcing certain of
the matters described under Item 5.02 of this Current Report on Form 8-K. A copy
of this press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Information in this Item 7.01 and Exhibit 99.1 of Item 9.01 below shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise incorporated by reference
into any filing pursuant to the Securities Act of 1933, as amended, or the
Exchange Act except as otherwise expressly stated in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
--------------------------------------------------------------------------------
10.1 Employment Agreement, dated October 28, 2021, by and between Integra LifeSciences
Holdings Corporation, Integra LifeSciences Corporation and Jan De Witte
10.2 Form of Indemnification Agreement for Non-Employee Director and Officers effective
February 15, 2019 (incorporated by reference Exhibit 10.3(b) to the Company's Annual
Report on Form 10-K for the year ended December 31, 2020)
99.1 Press Release, dated October 28, 2021, issued by Integra LifeSciences Holdings
Corporation
104 Cover Page Interactive Data File (embedded within the inline XRBL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
INTEGRA LIFESCIENCES HOLDINGS CORPORATION 
