Jeffrey Mosebrook
About Jeffrey Mosebrook
Jeffrey Mosebrook is Senior Vice President, Finance and Principal Accounting Officer at Integra LifeSciences (IART). He joined Integra in 2006 via the Miltex acquisition, became Instruments Group Controller (May 2010), Group Controller, US (March 2012), Vice President, Corporate Controller (September 2014), and was appointed Principal Accounting Officer in October 2017; he served as interim Principal Financial Officer from February to June 2023. He holds a B.S. in accounting from York College and is a CPA licensed in Pennsylvania; age 48 per the 2025 proxy . Company performance context: 2024 revenue $1,610.5M and net income $(6.9)M with TSR value of $38.92; 2023 revenue $1,542.6M and net income $67.7M with TSR value of $74.73 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Integra LifeSciences | Senior Vice President, Finance; Principal Accounting Officer | PAO since Oct 2017; SVP current | Executive finance leadership; principal accounting oversight |
| Integra LifeSciences | Interim Principal Financial Officer | Feb–Jun 2023 | Covered PFO responsibilities during transition |
| Integra LifeSciences | Instruments Group Controller | Appointed May 2010 | Progression in finance leadership; group controllership |
| Integra LifeSciences | Group Controller, US | Appointed March 2012 | Expanded U.S. controllership responsibilities |
| Integra LifeSciences | Vice President, Corporate Controller | Appointed Sept 2014 | Corporate controller responsibilities |
| Miltex, Inc. | Financial Reporting Manager | Through 2006 | Financial reporting; joined Integra via acquisition |
| Beard Miller Company, LLP (Baker Tilly US, LLP) | Accounting roles | Prior four years (pre-2006) | Various accounting roles |
External Roles
No external directorships or public company board roles disclosed for Mosebrook .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 368,050 | 35% | 133,000 | 111,888 | Eligible consistent with non-NEO SVP population; 84% of target payout |
Performance Compensation
Annual Bonus Design (Company Program)
| Metric | Weighting | Target Definition | Actual (2023) | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | 40% | Annual corporate revenue | Overall NEO pool funded at 0% for 2023 | NEO pool: 0%; Mosebrook as SVP received 84% of his target per separate eligibility | Paid after year-end |
| Adjusted EBITDA | 40% | Non-GAAP per Appendix A | NEO pool 0% | As above | Paid after year-end |
| Operating Cash Flow | 20% | Annual corporate OCF | NEO pool 0% | As above | Paid after year-end |
Long-Term Incentives (Equity)
| Award Type | Grant Date | Shares/Units | Grant Date FV ($) | Performance Metric | Target | Max | Vesting |
|---|---|---|---|---|---|---|---|
| PSUs | 3/10/2023 | Target: 1,832; Threshold: 916; Max: 2,748 | 96,858 | Organic revenue growth | 5.7% annual organic revenue growth | 7% (150% vest) | Annual over 3 years; 2023 cycle vested at 0% |
| RSA | 3/10/2023 | 3,088 | 163,263 | Time-based | n/a | n/a | 3-year ratable |
| RSA (Interim PFO Retention) | 7/3/2023 | 12,196 | 500,036 | Time-based | n/a | n/a | 2-year cliff (vests 7/3/2025) |
PSU vesting outcomes: The Compensation Committee determined PSUs tied to 2023 performance vested at 0% of target for 2021–2023 grants; PSUs tied to 2024 performance vested at 0% of target for 2022–2024 grants .
Outstanding Equity (as of 12/31/2023)
| Instrument | Exercisable | Unexercisable | Strike ($) | Expiration | Unvested Shares/Units | Market Value ($) | Unearned PSUs | PSU Value ($) |
|---|---|---|---|---|---|---|---|---|
| Stock Options (Tranche 1) | 2,553 | 851 | 43.39 | 3/13/2028 | — | — | — | — |
| Stock Options (Tranche 2) | 2,086 | — | 55.91 | 3/13/2027 | — | — | — | — |
| Time-based Stock Awards | — | — | — | — | 16,695 | 727,067 | — | — |
| PSUs (unearned) | — | — | — | — | — | — | 3,659 | 159,349 |
Equity Ownership & Alignment
| As of | Direct/Indirect Shares Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | Policy Alignment |
|---|---|---|---|---|
| 2/29/2024 | 23,458 | 6,298 | 29,756 | Anti-hedging/anti-pledging policy prohibits any hedging or pledging; trading windows and pre-clearance apply |
- Stock ownership guidelines: Executive officers (other than CEO/CFO) must hold 1x base salary in shares; counting rules exclude options and performance-based awards; NEOs are in compliance; guideline timing is five years from appointment .
- No hedging or pledging of company stock allowed for any employee or director; includes prohibition on margin accounts and 10b5-1 plan pre-clearance requirements .
Employment Terms
- Appointment history: PAO since October 2017; interim PFO Feb–Jun 2023; SVP Finance current .
- Severance/Change-in-control: 2025 proxy details change-in-control severance arrangements for other NEOs (CEO/CFO and certain EVPs); no specific severance agreement disclosed for Mosebrook .
- Clawback: Mandatory recoupment policy adopted Oct 2023 in compliance with Nasdaq Rule 10D-1; separate clawback for fraud/intentional misconduct back to January 1, 2013 .
- Compensation governance: No hedging/pledging, no option repricing, no CIC tax gross-ups; double-trigger CIC arrangements; strong ownership requirements .
Compensation Structure Analysis
- Mix and trends: Company emphasized at-risk variable pay; 2024 NEO mix included RSAs with two-year cliff vesting to address retention after 2023 business challenges; PSUs remained tied to organic revenue growth targets; options allocation reduced for NEOs versus CEO .
- PSU rigor: Target annual organic revenue growth remained 5.7% from 2023; maximum at 7% with 150% vest; consecutive 0% PSU vesting outcomes for 2023 and 2024 performance years indicate stringent targets and/or underperformance vs goals .
- Bonus discipline: 2023 NEO bonus pool funded at 0% of target; Mosebrook, as non-NEO SVP in 2023, received $111,888 (84% of his SVP target) under broader employee bonus eligibility, highlighting differentiated treatment outside NEO pool .
Additional Context: Peer Group and Say-on-Pay
- Compensation peer group: Peer companies include Align Technology, STERIS, Teleflex, Hologic, ResMed, West Pharmaceutical Services, etc. .
- Say-on-pay: 98.8% approval at 2024 annual meeting, indicating investor support for program design .
Investment Implications
- Near-term selling pressure: A special RSA of 12,196 shares granted on 7/3/2023 vests on a two-year cliff (7/3/2025); this vesting event may create liquidity and potential selling pressure depending on personal diversification needs .
- Alignment and risk: Anti-hedging/pledging and ownership guidelines frame strong alignment; however, recurring 0% PSU vesting for 2023 and 2024 performance cycles reduces realized performance equity, potentially increasing retention risk if cash/retention awards do not offset perceived value shortfalls .
- Execution and accountability: Bonus discipline (0% for NEOs in 2023) and rigorous PSU metrics suggest a high bar for pay-for-performance; Mosebrook’s 2023 interim PFO retention RSA and continued finance leadership underscore his importance in maintaining reporting and controls through transitions .
- Monitoring signals: Track Form 4 filings for any Rule 10b5-1 adoption and post-vesting activity around July 2025; monitor PSU target resets, equity mix shifts, or any special retention grants following business challenges to gauge confidence and retention posture .