Barbara Hill

About Barbara B. Hill

Barbara B. Hill, age 72, is an independent director of Integra LifeSciences and the Board’s Presiding Director since September 2018; she has served on the Board since 2013. She is an Operating Partner at NexPhase Capital (formerly Moelis Capital Partners) focused on healthcare investments, and holds B.A. and M.S. degrees from Johns Hopkins University. At Integra, Hill chairs the Nominating and Corporate Governance Committee and serves on the Compensation and Quality Committees; she is designated independent under Nasdaq standards. Hill’s Presiding Director responsibilities include serving as the primary liaison between independent directors and the CEO, counseling on governance matters, and presiding over meetings when the Chair is absent .

Past Roles

External Roles

Board Governance

• Independence: The Board has determined all directors except the Executive Chairman (Essig) and CEO (Poul) are independent; Hill is independent .
• Presiding Director: Active, independent leadership with defined liaison and oversight duties; rationale provided for the role’s governance value .
• Committee memberships and meeting cadence:
  • Nominating & Corporate Governance (Chair): 9 meetings in 2024; membership includes Hill, Bradley, Graves; oversight of director selection, governance guidelines, Board evaluation, and ESG policies/practices .
  • Compensation (Member): 9 meetings in 2024; membership includes Lo (Chair), Graves, Hill, Bradley; oversees executive compensation design, pay-for-performance alignment, and approved plan delegations .
  • Quality (Member): Standing committee overseeing operations, quality, and regulatory compliance .
• Attendance and engagement:
  • Board met 7 regularly scheduled and 2 special meetings in 2024; independent directors met at least twice in executive session .
  • Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 .

Fixed Compensation

• Structure (non‑employee directors; compensation period May 9, 2024 – May 9, 2025):
  • Annual retainer: $80,000, payable in cash, restricted stock, or 50/50
  • Annual equity grant: $220,000 restricted stock ($270,000 for the Chairman)
  • Additional annual cash fees: Presiding Director $37,500 (raised by $7,500 effective for 2024–2025); Committee chairs: Nominating $15,000, Compensation $15,000, Audit $20,000, Finance $15,000; Chairman $75,000

• Barbara B. Hill – 2024 Actual (granted May 9, 2024; director awards vest on one‑year anniversary of grant date): | Metric | 2024 Amount ($) | |---|---| | Fees Earned or Paid in Cash | 48,750 | | Stock Awards (Grant-date Fair Value) | 300,033 | | All Other Compensation | — | | Total | 348,783 | | Equity Grant Vesting | Vests on May 9, 2025 |

Performance Compensation

• Non-employee director equity is time-based restricted stock; the proxy does not disclose performance-conditioned director awards (no PSUs/options for directors in the director compensation section). Awards granted May 9, 2024 vest on the one-year anniversary; no performance metrics are tied to director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.A. and M.S. from Johns Hopkins University .
• Board Skills Matrix tags Hill for: Healthcare industry experience; senior leadership/oversight; corporate sales/marketing; risk management; regulatory/compliance/product safety; public company board experience; corporate governance expertise; international experience .
• Operating and compliance/manufacturing experience in healthcare and pharmaceutical industries, plus experience serving on multiple public company boards .

Equity Ownership

Shareholder Voting Signals

• 2025 Annual Meeting director election results for Barbara B. Hill: | Vote Category | Count | |---|---| | For | 69,648,076 | | Against | 1,857,783 | | Abstain | 14,782 | | Broker Non-Vote | 2,425,186 |

• Say‑on‑Pay indicators:

  • 2024 Say‑on‑Pay approval: approximately 98.8% in favor
  • 2025 Say‑on‑Pay vote counts: For 70,185,676; Against 1,313,983; Abstain 20,982; Broker Non‑Vote 2,425,186

Related Party Transactions and Conflicts

• Policy: All related person transactions >$100,000 are reviewed under a written policy by Legal and the Audit Committee; independence impacts and terms vs. third party are considered, and conflicted committee members recuse .
• Disclosed transaction (not involving Hill): Lease of manufacturing facility from an entity affiliated with a principal stockholder (Provco/Tru St) with $295,515 rent in 2024 and $73,878.75 paid in 2025-to-date .
• No related party transactions involving Barbara Hill are disclosed in the proxy .

Director Compensation Guardrails and Policies

• Equity Incentive Plan provisions: No option/SAR repricing without shareholder approval; change-in-control vesting limited (post-2013 awards require qualifying termination within 12 months); director compensation capped at $750,000 per fiscal year .
• Insider trading/anti‑pledging policy: Prohibits hedging and pledging by directors; trading windows and pre‑clearance apply to covered persons .
• Section 16(a) compliance: All covered persons complied during 2024 .

Governance Assessment

• Strengths:

  • Independent Presiding Director with defined responsibilities and active engagement, enhancing board effectiveness and investor confidence .
  • Committee leadership and oversight of ESG and governance (Hill chairs Nominating & Corporate Governance; member of Compensation and Quality) with robust meeting cadence (9 meetings each for Nom/Gov and Compensation in 2024) .
  • Ownership alignment: 136,672 shares beneficially owned, including 36,350 in a trust; hedging/pledging prohibited .
  • Director compensation structured with balanced cash/equity, guardrails on repricing and annual director cap .
  • Strong shareholder support: 2024 Say‑on‑Pay ~98.8%; 2025 director election support for Hill with substantial “For” votes .

• Watch items:

  • Director equity grants are time‑based restricted stock (no performance conditions), which may dilute pay‑for‑performance optics for directors, though common market practice .
  • Historical interlock with Essig at Owens & Minor (prior) underscores network ties; monitor for any future overlapping engagements that could raise perceived conflicts .
  • Related party lease with a principal stockholder affiliate is not linked to Hill, but remains a governance consideration for overall board oversight .

• Red flags disclosed: None specific to Barbara Hill (no low attendance, no related party transactions, no hedging/pledging, and strong election results) .