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Jeffrey Mosebrook

Senior Vice President, Finance and Principal Accounting Officer at INTEGRA LIFESCIENCES HOLDINGSINTEGRA LIFESCIENCES HOLDINGS
Executive

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

OrganizationRoleYearsStrategic Impact
Integra LifeSciencesSenior Vice President, Finance; Principal Accounting OfficerPAO since Oct 2017; SVP currentExecutive finance leadership; principal accounting oversight
Integra LifeSciencesInterim Principal Financial OfficerFeb–Jun 2023Covered PFO responsibilities during transition
Integra LifeSciencesInstruments Group ControllerAppointed May 2010Progression in finance leadership; group controllership
Integra LifeSciencesGroup Controller, USAppointed March 2012Expanded U.S. controllership responsibilities
Integra LifeSciencesVice President, Corporate ControllerAppointed Sept 2014Corporate controller responsibilities
Miltex, Inc.Financial Reporting ManagerThrough 2006Financial reporting; joined Integra via acquisition
Beard Miller Company, LLP (Baker Tilly US, LLP)Accounting rolesPrior four years (pre-2006)Various accounting roles

External Roles

No external directorships or public company board roles disclosed for Mosebrook .

Fixed Compensation

YearBase Salary ($)Target Bonus %Target Bonus ($)Actual Bonus ($)Notes
2023368,050 35% 133,000 111,888 Eligible consistent with non-NEO SVP population; 84% of target payout

Performance Compensation

Annual Bonus Design (Company Program)

MetricWeightingTarget DefinitionActual (2023)Payout ImpactVesting/Timing
Revenue40% Annual corporate revenueOverall 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 EBITDA40% Non-GAAP per Appendix A NEO pool 0% As above Paid after year-end
Operating Cash Flow20% Annual corporate OCFNEO pool 0% As above Paid after year-end

Long-Term Incentives (Equity)

Award TypeGrant DateShares/UnitsGrant Date FV ($)Performance MetricTargetMaxVesting
PSUs3/10/2023 Target: 1,832; Threshold: 916; Max: 2,748 96,858 Organic revenue growth5.7% annual organic revenue growth 7% (150% vest) Annual over 3 years; 2023 cycle vested at 0%
RSA3/10/2023 3,088 163,263 Time-basedn/an/a3-year ratable
RSA (Interim PFO Retention)7/3/2023 12,196 500,036 Time-basedn/an/a2-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)

InstrumentExercisableUnexercisableStrike ($)ExpirationUnvested Shares/UnitsMarket Value ($)Unearned PSUsPSU 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 Awards16,695 727,067
PSUs (unearned)3,659 159,349

Equity Ownership & Alignment

As ofDirect/Indirect Shares OwnedRight to Acquire (within 60 days)Total Beneficial OwnershipPolicy Alignment
2/29/202423,458 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 .