Michael McBreen
Executive Vice President, President, Codman Specialty Surgical at 
INTEGRA LIFESCIENCES HOLDINGS
INTEGRA LIFESCIENCES HOLDINGSExecutive
About Michael McBreen
Michael J. McBreen, 59, is Executive Vice President and President, Codman Specialty Surgical (CSS) at Integra LifeSciences. He joined Integra in October 2017 via the Codman Neurosurgery acquisition from Johnson & Johnson, initially leading Integra’s international business, and was promoted to EVP & President, CSS in May 2020. He has 30+ years in medical technology with senior roles at DePuy Mitek (J&J) and Zimmer Biomet, and holds a B.S. in Business Administration from Providence College . Company performance relevant to his incentive framework in 2024: GAAP revenue $1,610.5m (+4.5% y/y), organic revenue −1.3% y/y; adjusted EBITDA $322.3m; GAAP net income −$6.9m; company TSR over 5 years declined to $38.92 on a $100 base, reflecting a tough operating backdrop that also drove 0% PSU vesting on 2024 performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Integra LifeSciences | EVP, President, Codman Specialty Surgical | May 2020–present | Leads global CSS across sales, marketing, product development, quality, regulatory, services/repair and manufacturing; delivered 8% reported growth in 2024, successful CereLink relaunch, Acclarent integration, and Durepair product rights acquisition . |
| Integra LifeSciences | President, International | Oct 2017–May 2020 | Led expansion outside the U.S. following Codman Neurosurgery acquisition; strengthened commercial footprint . |
| DePuy Mitek (Johnson & Johnson) | U.S. and global sales/marketing roles (increasing responsibility) | Not disclosed (joined J&J in 1996) | Built deep neurosurgery/sports medicine commercial leadership; platform for CSS growth at Integra . |
| Zimmer Biomet | Sales and marketing roles | Not disclosed | Early device commercial experience; foundational commercial skills . |
External Roles
No public company directorships or external board roles disclosed for McBreen .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (set) | $625,000 | $643,750 (+3.0%) | Increase aligned to global merit budget . |
| Salary Paid | $598,077 | $638,702 | As reported in SCT. |
| Target Bonus % of Base | 85% | 85% | CSS leadership role weighting. |
| Target Bonus ($) | $547,188 | $547,188 | 85% × 2024 base. |
| Actual Bonus Paid ($) | — | $437,750 (80% of target) | Committee discretion raised payout for NEOs despite 39.3% pool . |
Performance Compensation
| Component | Metric | Weighting | 2024 Target | 2024 Actual | Payout/Result | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (STIP) | Revenue | 40% | 100% of target | 99.9% of target | Contributed to 39.3% pool funding | Cash March 2025 . |
| Annual Bonus (STIP) | Adjusted EBITDA | 40% | 100% | 82% | Constrained pool | — |
| Annual Bonus (STIP) | Operating Cash Flow | 20% | 100% | 57% | Constrained pool | — |
| PSUs (2024 grant) | Annual organic revenue growth | N/A | 5.7% target; 7% max (150% vest) | −1.3% (organic) | 0% vest for 2024 performance (applies to 2022/2023/2024 tranches) | 3-year annual vesting by yearly performance . |
| Stock Options (2024) | Stock price appreciation | N/A | 28,226 options at $36.22 | N/A | Value depends on future price | 4-year annual vesting . |
| RSAs (2024) | Time-based | N/A | 20,503 shares | N/A | Retention value | Two-year cliff added to 2024 awards (issued for retention) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 108,143 shares (56,182 owned; 51,961 right to acquire within 60 days); <1% of class . |
| Unvested Time-Based Equity | 33,419 RSAs with $757,943 market value at 12/31/2024 . |
| Outstanding PSUs (unearned) | 40,694 PSUs; market/payout value $922,940 at 12/31/2024 (subject to future performance) . |
| Option Holdings | Multiple vintages; examples include 28,226 (2024 grant, $36.22 strike); additional outstanding/exercisable tranches across $43–$68 strikes; see table for schedule . |
| Upcoming RSA Vests (illustrative) | 3/11/2025: 5,165 shares; 3/10/2025: 5,803; 3/11/2026: 12,316; 3/11/2027: 4,155 . |
| Stock Ownership Guidelines | 1× base salary for executive officers; all NEOs currently compliant . |
| Hedging/Pledging | Prohibited without exception for all executives; pre-clearance and trading windows apply . |
Employment Terms
- Agreements: No individual employment agreement for McBreen; covered by the change-in-control severance program (renewed for 2025) .
- CIC Economics: Double-trigger; lump sum 1.5× (base + target bonus), pro rata bonus, COBRA premium subsidy up to 18 months, and up to 12 months outplacement; no excise tax gross-up, “best pay cap” if beneficial .
- Equity Treatment on CIC: Post‑2013 awards vest upon qualifying termination within 12 months of CIC; PSUs vest upon qualifying termination/death/disability post-CIC per award terms .
- Non-CIC Termination: No cash severance under Program for termination without cause/good reason outside CIC; unvested equity generally does not vest except in death/disability (time-based vests; PSUs remain subject to performance) .
- Restrictive Covenants: One-year non-compete and non-solicit tied to severance consideration .
- Potential Payments (illustrative at 12/31/2024): Total under double-trigger CIC scenario ≈ $3,945,081 (cash severance $2,333,594; benefits $889; accelerated grants $1,610,598) .
- Clawbacks: Nasdaq 10D-1 compliant clawback adopted Oct 2023 plus misconduct clawback for awards since 2013 .
- Perquisites & Deferred Comp: Standard benefits; executive physical. 401(k) match $13,455; no SERP; did not use NQDC in 2024 .
Performance & Track Record
- 2024 CSS Execution: 8% reported growth overall; strong U.S. neurosurgery; CereLink relaunch; Acclarent acquisition/integration; Durepair product rights; improved NPS governance/tools; team stability and commercial execution .
- Company Context: 2024 organic revenue contraction (−1.3%) amid quality/supply challenges; CMP launched; adjusted EBITDA $322.3m; GAAP net income −$6.9m; Say‑on‑Pay support 98.8% .
Compensation Structure Analysis
- Cash vs Equity Mix: Significant equity emphasis; 2024 equity grants (fair values) $1.63m stock + $0.44m options + $0.89m PSUs for McBreen, reinforcing long-term alignment .
- Shift to RSAs: 2024 added RSAs with two-year cliff for NEOs (not CEO) to address retention and engagement—signals focus on retention amid operational remediation .
- Pay-for-Performance Tightening: PSUs tied solely to annual organic revenue growth (target 5.7%)—0% vest for 2024, demonstrating downside sensitivity; STIP pool constrained by EBITDA/cash flow underperformance with limited discretionary uplift for talent retention .
- Governance Features: Double-trigger CIC; no option repricing; no hedging/pledging; clawbacks; ownership guidelines; independent consultant WTW; peer group targeted to median pay levels .
Equity Ownership & Alignment
| Ownership Element | Status |
|---|---|
| Beneficial ownership % | <1% of outstanding shares . |
| Ownership guideline | 1× base salary; in compliance . |
| Pledging/Hedging | Prohibited (policy-wide) . |
| Near-term vesting | Multiple RSA tranches vesting in 2025–2027; added 2024 two-year cliff enhances retention . |
| PSU sensitivity | 0% vest on 2024; multi-year path requires organic growth recovery to achieve target/max . |
Investment Implications
- Alignment: High equity mix (RSAs/options/PSUs), strict anti‑hedging/pledging, and ownership guidelines indicate strong long-term alignment; downside PSU outcomes underscore pay-for-performance integrity .
- Retention Risk: Added two‑year RSA cliffs (2024 grants) and sizeable unvested equity reduce near‑term attrition risk as operations/quality remediations proceed; governance features (no excise gross‑ups; double-trigger CIC) are shareholder-friendly .
- Selling Pressure Signals: Watch 3/11/2026 two‑year RSA cliff and scheduled RSA/option vesting dates for potential liquidity events; actual selling constrained by trading windows/pre‑clearance and policy prohibitions on pledging/hedging .
- Performance Levers: STIP tied to revenue/EBITDA/cash flow and PSUs tied to organic growth focus incentives squarely on operational recovery and quality/compliance milestones; PSU targets require sustained organic growth improvement to deliver upside .
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