Eric Schwartz
Executive Vice President, Chief Legal Officer and Secretary at 
INTEGRA LIFESCIENCES HOLDINGS
INTEGRA LIFESCIENCES HOLDINGSExecutive
About Eric Schwartz
Eric I. Schwartz is Executive Vice President, Chief Legal Officer and Secretary at Integra LifeSciences; age 56; he joined Integra in November 2018 . He previously served as General Counsel of Globus Medical, COO/CLO of CardioVIP, and General Counsel at Animas before joining Johnson & Johnson as Assistant General Counsel, with board roles at McNeil Nutritionals and Ethicon Biosurgery; he holds a B.A. and J.D. from the University of Virginia and an MBA in Finance from Wharton . Company performance during his tenure reflects mixed results: 2024 revenue of $1,610.5 million with net income of $(6.9) million, while the five-year TSR value of a $100 investment was $38.92 as of year-end 2024; 2023 revenue was $1,542.6 million with net income of $67.7 million . Management emphasizes organic revenue growth and adjusted EBITDA in incentive design; 2024 reported revenue rose 4.5% (organic down 1.3%) amid operational/quality challenges and an ongoing compliance master plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globus Medical | General Counsel | — | Led several strategic transactions, including the company’s largest acquisition to date |
| CardioVIP | Chief Operating Officer and Chief Legal Officer | — | Senior operating and legal leadership at a venture-backed healthcare services company |
| Animas Corporation | General Counsel | — | Played a key role in sale to Johnson & Johnson |
| Johnson & Johnson (Medical Devices) | Assistant General Counsel; management boards of McNeil Nutritionals and Ethicon Biosurgery | — | Supported several high-growth medical device businesses; served on management boards |
External Roles
- No public company directorships were disclosed for Mr. Schwartz in the latest proxy officer biographies .
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | 536,318 |
| Annual Bonus Target ($) | 378,342 (Threshold $75,668; Max $756,683) |
| Actual Annual Bonus Paid ($) | 0 (Non-Equity Incentive Plan Compensation not shown for 2023) |
Performance Compensation
Annual Bonus Structure (Company-wide for NEO plan design)
| Metric | Weighting | Notes |
|---|---|---|
| Revenue | 40% | Adjusted for FX vs. budget and certain M&A timing; pool funded only if ≥70% of prior-year adjusted EBITDA is achieved |
| Adjusted EBITDA | 40% | Threshold funding gate at 70% of prior-year adjusted EBITDA |
| Operating Cash Flow | 20% | Annual bonus pool allocation tied to these financial goals |
- For 2024, the bonus pool funded at 39.3% of target due to revenue performance (company-level); the committee exercised discretion for certain NEOs. Mr. Schwartz was not a 2024 NEO, so individual payout for him was not disclosed .
2023 Equity Grants to Eric Schwartz
| Award Type | Grant Date | Target/Granted (#) | Max (#) | Exercise/Strike ($) | Grant Date Fair Value ($) | Vesting/Performance Terms |
|---|---|---|---|---|---|---|
| PSUs | 3/10/2023 | 10,139 | 20,278 | — | 536,049 | 3-year performance (2023–2025) on annual organic revenue growth; payout 0–150% of target |
| Restricted Stock (time-based) | 3/10/2023 | 5,070 | — | — | 268,051 | Time-based vesting (see schedules below) |
| Non-Qualified Stock Options | 3/10/2023 | 12,419 | — | 52.87 | 268,002 | Standard ratable vesting; see outstanding awards below |
Option/Stock Vesting Schedules (as disclosed at 12/31/2023)
| Instrument | 3/10/2024 | 3/11/2024 | 3/12/2024 | 3/10/2025 | 3/11/2025 | 3/10/2026 |
|---|---|---|---|---|---|---|
| RSUs/RSAs (#) | 1,673 | 3,231 | 820 | 1,673 | 3,330 | 1,724 |
| PSUs (#, if earned) | — | — | — | 3,346 | 13,942 | 6,793 |
Equity Ownership & Alignment
Beneficial Ownership (as of 2/29/2024)
| Holder | Shares Owned | Right to Acquire (≤60 days) | Total | % of Class |
|---|---|---|---|---|
| Eric I. Schwartz | 48,336 | 48,122 | 96,458 | <1% |
Outstanding Equity Detail (as of 12/31/2023)
| Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) |
|---|---|---|---|
| Stock Options | 8,845 | — | 55.91 |
| Stock Options | 10,792 | 3,598 | 43.39 |
| Stock Options | 3,633 | 3,634 | 68.10 |
| Stock Options | 6,884 | 20,655 | 65.11 |
| Stock Options | — | 12,419 | 52.87 |
| RSAs/RSUs Outstanding | — | 12,451 (market value $542,241) | — |
| PSUs Outstanding (unearned) | — | 26,645 (value $1,160,390) | — |
- Stock price context: On 12/31/2024, IART closed at $22.68, implying these option strikes (52.87–68.10) were out-of-the-money, reducing near-term exercise-driven selling pressure .
- Anti-hedging/anti-pledging: Hedging and pledging are prohibited for all employees, officers, and directors; securities cannot be held in margin accounts or pledged .
- Stock ownership guidelines: Executive officers (other than CEO/CFO) must hold shares equal to 1x base salary; 5-year compliance window from appointment/hire .
Employment Terms
- Change-in-control severance program participants disclosed for 2024 included the CFO and certain business unit presidents (Davis, McBreen, Singh), with double-trigger benefits of 1.5x (2x for CFO) salary+target bonus, pro rata bonus, COBRA subsidy up to 18 months, and outplacement; the program renewed for 2025. Mr. Schwartz was not listed among the 2024 CIC program participants .
- Equity plan governance: Double-trigger vesting for post-2013 awards; no stock option repricing without shareholder approval; acceleration on death/disability as noted in plan; clawback policies adopted in 2012 and updated in Oct 2023 to comply with Rule 10D-1 .
- Insider trading policy: Trading only in windows with pre-clearance; 10b5-1 plans permitted; hedging and pledging prohibited .
Performance & Track Record (Company context during tenure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR (Value of $100) | $114.95 | $96.21 | $74.73 | $38.92 |
| Peer Group TSR (Value of $100) | $145.30 | $134.10 | $137.80 | $137.50 |
| Revenue ($ millions) | 1,542.4 | 1,593.3 | 1,542.6 | 1,610.5 |
| Net Income ($ millions) | 169.1 | 180.6 | 67.7 | (6.9) |
- Strategic/operational context: 2024 reported revenue +4.5% (organic −1.3%) with supply/quality challenges; execution of a Compliance Master Plan and continued FDA Warning Letter remediation; Acclarent ENT acquisition integration progressed .
Compensation Structure Analysis
- Equity mix: In 2023, Mr. Schwartz received a balanced mix of PSUs (tied to organic revenue growth), time-based restricted stock, and stock options, reinforcing multi-year alignment but with options currently out-of-the-money given 12/31/2024 price vs. strikes .
- Pay-for-performance: Company bonus pool design uses 40/40/20 weighting on revenue/adjusted EBITDA/operating cash flow with a 70% prior-year adjusted EBITDA funding gate, supporting performance linkage; Mr. Schwartz recorded no 2023 cash incentive payout .
- Governance safeguards: No option repricing without shareholder approval; robust clawbacks; explicit anti-hedging/pledging; strong say-on-pay support in 2024 (98.8%) signal shareholder alignment with program design .
Vesting Schedules and Insider Selling Pressure
- Time-based RSU/RSA vesting clusters in March each year (e.g., 3/10–3/12 and 3/11 dates in 2024–2026), a window that can create episodic selling/liquidity events, subject to trading windows and pre-clearance .
- PSU vesting events (contingent on organic revenue growth) are scheduled in March 2025 and March 2026, amplifying retention incentives and alignment with multi-year growth .
Equity Ownership & Pledging
- Beneficial ownership totaled 96,458 shares (owned plus rights within 60 days) as of 2/29/2024, representing less than 1% of shares outstanding; company policy prohibits pledging and hedging, reducing alignment risk .
Compensation Peer Group and Committee
- 2024/2025 peer set includes companies such as Align Technology, CONMED, Enovis, Haemonetics, Hologic, Masimo, Merit Medical, ResMed, Steris, Teleflex, The Cooper Companies, West Pharmaceutical, among others; the Compensation Committee met nine times in 2024 (Lo—Chair, Graves, Hill) .
Investment Implications
- Alignment and retention: The mix of PSUs, time-based equity, and out-of-the-money options indicates strong long-term alignment with limited near-term monetization pressure; anti-pledging/hedging and clawbacks further mitigate governance risk .
- Performance signal: Company’s TSR underperformance vs. peers and negative 2024 net income heighten execution risk; bonus design emphasizes revenue, adjusted EBITDA, and cash flow, which could constrain payouts if performance lags, as seen with no 2023 cash incentive for Mr. Schwartz .
- Event risk: March vesting calendars (RSUs/PSUs) may create periodic selling windows but remain governed by trading windows and pre-clearance; change-in-control cash protections disclosed for other NEOs were double-trigger and did not list Mr. Schwartz as a participant in 2024, implying lower parachute overhang for the CLO role as disclosed .
- Governance: No option repricing without shareholder approval and 98.8% Say-on-Pay support indicate shareholder-friendly practices that reduce red-flag risk .