Jeffrey Graves
INTEGRA LIFESCIENCES HOLDINGSAbout Jeffrey A. Graves
Independent director at Integra LifeSciences (IART); age 63; director since 2023. Currently President & CEO of 3D Systems Corporation; prior CEO roles at MTS Systems and C&D Technologies; earlier leadership roles at Kemet, with technical/leadership roles at GE, Rockwell, and Howmet. Education: BS Metallurgical Engineering (Purdue), MS/PhD Metallurgical Engineering (University of Wisconsin) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3D Systems Corporation | President & CEO | May 2020–present | Board member; additive manufacturing leadership relevant to IART manufacturing/operations |
| MTS Systems Corporation | President & CEO; Director | 2012–May 2020 | Test/simulation systems; operational and financial oversight experience |
| C&D Technologies, Inc. | President & CEO | 2005–2012 | Energy storage; turnaround/operations experience |
| Kemet Corporation | COO; CEO | 2001–2003; 2003–2005 | Electronics manufacturing operations |
| GE; Rockwell; Howmet | Technical/leadership roles | — | Industrial/engineering expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| 3D Systems (NYSE: DDD) | Director | May 2020–present | Current public board |
| Hexcel (NYSE: HXL) | Director | 2007–2024 | Prior public board |
| FARO Technologies (Nasdaq: FARO) | Director | 2019–2022 | Prior public board |
| MTS Systems | Director | 2012–2020 | Prior public board |
| Teleflex (NYSE: TFX) | Director | 2007–2019 | Prior public board |
Board Governance
- Committee memberships: Compensation; Nominating & Corporate Governance; Quality. Not a committee chair .
- Independence: Board determined all directors except CEO Mojdeh Poul and Executive Chairman Stuart Essig are independent; Graves is independent .
- Attendance and engagement:
- Board meetings held: 7 regular and 2 special (2024). Each incumbent director attended ≥75% of Board/committee meetings they served on; directors encouraged to attend annual meetings and those standing for re-election attended the 2024 meeting .
- Committee meeting counts in 2024 (for context): Compensation 9; Nominating & Corporate Governance 9; Quality 2 .
- Governance practices:
- Independent executive sessions at least twice per year .
- New standing Quality Committee formed July 2024 to reinforce quality oversight; Graves is a member .
- Presiding (Lead Independent) Director: Barbara Hill .
- Clawback and anti-hedging/pledging policies in effect .
Fixed Compensation (Director)
| Component | Structure | Graves 2024 Amount |
|---|---|---|
| Annual cash retainer | $80,000; director may elect cash, restricted stock, or 50/50 split | $52,838 cash fees earned (reflects election mix) |
| Annual equity grant (non‑chair) | Restricted stock fair value $220,000; Chairman $270,000 | $260,033 aggregate grant-date fair value (includes annual grant plus any equity elected in lieu of retainer) |
| Committee chair fees | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Finance $15,000; Presiding Director $37,500; Chairman $75,000 | $0 (not a chair) |
| Travel/expenses | Reimbursed | As incurred |
Stock awards outstanding (unvested restricted shares) as of Dec 31, 2024: 10,278; granted May 9, 2024; vest on one-year anniversary (May 9, 2025) .
Performance Compensation (Committee Oversight Metrics)
The Compensation Committee (member: Graves) uses the following company performance metrics for executives (not for directors):
| Metric | Weight/Definition | 2024 Targets/Thresholds |
|---|---|---|
| Annual Revenue | 40% weight; adjusted for FX vs budget | Pool funding scale: 0% (below threshold) to 150% (max); Revenue thresholds 95.9% (below), 96% (threshold), 100% (target), 104% (max) of target |
| Adjusted EBITDA | 40% weight | Threshold 92.9%; target 100%; max 107% of target |
| Operating Cash Flow | 20% weight | Threshold 84.9%; target 100%; max 115% of target |
| PSU Long‑term metric | Annual organic revenue growth | Threshold 2% (50% vest); target 5.7% (100%); max 7% (150%) for 2022–2024 grants |
2024 results: overall annual bonus pool funded at 39.3% of target; PSUs tied to 2024 performance vested at 0% due to −1.3% organic revenue growth vs baseline ($1,521.6m vs $1,541.3m) .
Other Directorships & Interlocks
- Current: 3D Systems CEO and director; no disclosed related-party transactions between IART and entities where Graves has roles .
- Related-party exposure at IART: lease with Plainsboro Associates linked to Provco/Tru St; no indication of Graves involvement .
Expertise & Qualifications
- Board skills matrix indicates Graves brings: healthcare industry experience; senior leadership/oversight; manufacturing operations & supply chain; corporate sales/marketing; risk management; regulatory/compliance/product safety; financial acumen; international experience; public company board experience; corporate governance; ESG/sustainability oversight .
- Technical background (metallurgical engineering) with extensive CEO/COO operating experience across industrial and healthcare-adjacent sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire (60 days) | Total | % of Class |
|---|---|---|---|---|
| Jeffrey A. Graves, Ph.D. | 12,494 | — | 12,494 | <1% |
Policy prohibits hedging and pledging of company stock by directors; ownership guidelines emphasized for executives; meaningful director independence is highlighted in governance practices .
Governance Assessment
- Strengths: Independent director; multi-decade CEO/operational background; sits on Compensation, Nominating & Governance, and Quality committees—directly aligned with IART’s operational quality remediation and pay-for-performance oversight. Strong shareholder support on Say‑on‑Pay (98.8% in 2024) and formal clawback and anti‑hedging/pledging policies support investor alignment .
- Compensation alignment signals: Executive incentive structure uses balanced revenue, EBITDA, and cash flow metrics; long‑term PSUs tied to organic revenue growth; 2024 PSU non‑vesting (0%) demonstrates metric rigor amid operational challenges—positive governance indicator for Compensation Committee oversight .
- Independence/attendance: Board determined independent; ≥75% attendance threshold met; independent executive sessions held at least twice annually—supports effective oversight .
- Conflicts/related party: No related‑party transactions disclosed involving Graves; ongoing lease arrangement disclosed with Provco/Tru St unrelated to Graves .
Red Flags: None disclosed specific to Graves (no pledging/hedging; no related‑party transactions; not a committee chair drawing additional fees). Monitor time commitments given external CEO role; Board explicitly evaluates director time and other board service in nominations, which mitigates overboarding concerns .