Keith Bradley
INTEGRA LIFESCIENCES HOLDINGSAbout Keith Bradley
Keith Bradley, Ph.D. (age 80 as of March 31, 2025) has served on Integra LifeSciences’ Board since 1992. He is an independent director and currently serves on the Nominating & Corporate Governance, Audit, and Finance Committees; he chaired the Compensation Committee through April 1, 2025 before rotating off . Bradley is a retired professor of international management and strategy (Open University and Cass Business School, U.K.), with prior visiting roles at Harvard Business School, Wharton, and UCLA; he is designated an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Open University; Cass Business School (U.K.) | Professor of International Management & Strategy | — | Academic leadership and strategy expertise |
| Harvard Business School; Wharton; UCLA | Visiting Professor | — | External academic engagement and thought leadership |
| Harvard Center for Business and Government | Visiting Fellow | — | Public policy and governance exposure |
| London School of Economics – Business Performance Group | Director | >6 years | Led performance group; operational/strategy insights |
| RPH Capital (Canada) | Adviser | — | Financial advisory experience |
| North Star Capital Management Ltd. | Director and Chair | — | Financial oversight; chair role |
| GRS Financial Solutions Ltd. | Director and Chair | — | Financial oversight; chair role |
| Highway Insurance plc (LSE-listed) | Director | 1996–2003 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SeaSpine Holdings Corporation | Director | 2015–2023 | Board service ended upon merger with Orthofix Medical in 2023 |
Board Governance
- Independence: All non-employee directors are independent; Bradley is independent (only the CEO and Executive Chairman are non-independent) .
- Executive sessions: Independent directors meet at least twice per year without management .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; director nominees attended the 2024 annual meeting .
- Presiding Director: Barbara B. Hill serves as Presiding Director; the Board has a separate Chair and CEO structure .
| Committee | Bradley’s Role | 2024 Meetings |
|---|---|---|
| Audit | Member (audit committee financial expert) | 7 |
| Nominating & Corporate Governance | Member | 9 |
| Compensation | Chair through April 1, 2025; rotated off thereafter | 9 |
| Finance | Member | 3 |
| Quality | Not a member | 2 (committee formed July 2024) |
Fixed Compensation
| Year (Comp Period) | Fees Earned/Paid ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 period (May 9, 2024–May 9, 2025) | 75,000 | 220,009 | 295,009 |
| 2023 period (May 12, 2023–May 9, 2024) | 46,250 | 260,063 | 306,313 |
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $80,000 | Director may elect cash, restricted stock, or 50/50 split |
| Annual equity grant (non-employee director) | $220,000 FMV | Time-based restricted stock; Chairman: $270,000 |
| Committee chair fees | CCG Chair: $15,000; Comp Chair: $15,000; Audit Chair: $20,000; Finance Chair: $15,000 | Paid in cash, in addition to retainer |
| Presiding Director fee | $37,500 | Increased from $30,000 effective 2024 period |
| Chairman fee | $75,000 | Cash fee |
| 2024 outstanding director restricted shares (as of 12/31/24) | 8,696 | Vests one year from grant date (May 9, 2024) |
Performance Compensation
Directors do not receive performance-based equity; their annual equity grants are time-based restricted stock . As context for Bradley’s Compensation Committee tenure, the Company’s executive incentive metrics emphasize pay-for-performance:
| Program | Metric/Structure | Targets | Outcome (2024 review of 2022–2024 grants) |
|---|---|---|---|
| Annual bonus (NEOs) | Revenue 40%; Adjusted EBITDA 40%; Operating cash flow 20% | Set annually; structure maintained in 2024 | Funding determined by results; Committee used discretion in 2024 NEO payouts |
| PSU awards (NEOs) | Annual organic revenue growth vs prior year | Target: 5.7%; Max: 7% (2024 PSU design) | PSUs tied to 2024 performance vested at 0% of target for 2022–2024 grants |
| Say-on-Pay | Advisory shareholder vote | — | 98.8% approval at 2024 meeting |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Bradley .
- Past public company boards: SeaSpine (2015–2023); Highway Insurance plc (1996–2003) .
- Compensation Committee interlocks: While chair (through April 1, 2025), Bradley, Renee Lo, and Jeffrey Graves served; no relationships requiring disclosure and no insider participation were reported . Committee leadership transitioned to Renee Lo as Chair on April 1, 2025 .
Expertise & Qualifications
- Skills matrix indicates Bradley’s experience in healthcare industry, senior leadership/oversight, risk management, financial acumen, international experience, public company board service, technology/cybersecurity, corporate governance, and ESG/Sustainability oversight .
- The Board designated Bradley as an “audit committee financial expert” and financially sophisticated .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 69,936 shares (less than 1% of outstanding) |
| Shares outstanding (basis for % calc) | 77,204,646 (as of Feb 28, 2025) |
| Rights to acquire within 60 days | None disclosed for Bradley |
| Unvested restricted shares outstanding (12/31/24) | 8,696 (director annual grant) |
| Hedging/pledging policy | Company prohibits hedging and pledging of Integra securities by directors and employees, without exception |
Governance Assessment
- Strengths: Deep governance and financial oversight; audit committee financial expert; broad international and healthcare experience; strong shareholder support for pay programs (98.8% Say-on-Pay in 2024); robust anti-hedging/pledging and clawback policies; new Quality Committee to reinforce product and compliance oversight .
- Risks/Watch items: Very long tenure (since 1992) could raise independence-perception concerns; however, Board explicitly seeks a balance of fresh perspectives and long-tenured directors and maintains majority independent status and separate Chair/CEO roles .
- Attendance/engagement: Meets >75% attendance threshold; independent directors meet in executive session; directors attended the prior annual meeting, supporting engagement .
- Conflicts/related parties: No related-person transactions disclosed for Bradley; company leases a facility from an entity affiliated with a principal stockholder (Provco/Tru St), approved under the related-party policy .
Additional Signals for Investors
- Committee activity levels indicate active oversight: Audit (7), Nominating & Governance (9), Compensation (9), Finance (3), Quality (2) meetings in 2024 .
- Stockholder outreach: Management engaged holders representing ~40% of shares in 2024; feedback supportive of compensation programs and focus on operational excellence .
Insider Reporting
- Section 16(a) compliance: All covered persons (directors and officers) complied with filing requirements during 2024 .