Mojdeh Poul
INTEGRA LIFESCIENCES HOLDINGSAbout Mojdeh Poul
Mojdeh Poul, 62, is President and Chief Executive Officer of Integra LifeSciences and a director since January 6, 2025. She holds an MBA from the University of North Carolina at Chapel Hill and a Master of Engineering and BS in Mechanical Engineering from the University of Louisville . She brings 30+ years of medtech leadership, including EVP/Group President roles at 3M’s Healthcare Business and senior posts at Medtronic, Boston Scientific, and Teleflex Medical . Context into the operating baseline at the time of her appointment: 2024 revenue was $1,610.5 million, GAAP net income was $(6.9) million, and adjusted EBITDA was $322.2 million; the five‑year TSR proxy tracker showed a $100 investment worth $38.92 at 2024 year‑end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3M Company | EVP & Group President, Healthcare Business | 2019–2022 | Led global P&L and strategy for $8.6B Healthcare unit, overseeing manufacturing, commercial operations, and R&D . |
| 3M Company | EVP, Safety & Graphics Business Group; President, 3M Canada; President of two Healthcare divisions | Pre‑2019 | Ran business groups and country operations; multi-division leadership in 3M Healthcare . |
| Medtronic; Boston Scientific; Teleflex Medical | Senior global business leadership roles | Pre‑2011 | Progressively senior roles in leading medtech companies across global operations . |
External Roles
| Company | Role | Committee Service | Status |
|---|---|---|---|
| Stanley Black & Decker, Inc. | Director (since Feb 2021) | Audit; Compensation & Talent Development | Will not stand for re‑election; ceases service after its 2025 annual meeting . |
| iRhythm Technologies, Inc. | Director (since Jun 2023) | Audit | Will not stand for re‑election; ceases service after its 2025 annual meeting . |
| Align Technology, Inc. | Director (since Dec 2023) | Audit | Continuing as of proxy record date . |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | $1,050,000 | Subject to annual review; cannot be decreased without consent . |
| Target Annual Bonus | 125% of base salary | CEO bonus weighted entirely on financial metrics (Revenue 40%, Adjusted EBITDA 40%, Operating Cash Flow 20%) . |
| Director Compensation | None | As an employee, she receives no compensation for board service . |
Performance Compensation
| Award/Metric | Weighting | Target/Structure | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (Company Financials) | Rev 40%; Adj. EBITDA 40%; OCF 20% | Targets set by Compensation Committee; funded pool ranges 0–150% of target per performance grid . | CEO bonus design newly effective with 2025 tenure; no disclosed actual payout yet. | Paid by March 15 following the performance year; committee may mix cash/equity for payout but CEO bonus is purely financial metrics . |
| Initial RSU Award | n/a | $1,500,000 grant date value | n/a | Vests in 3 equal annual installments starting on the first anniversary of the Effective Date . |
| Initial Option Award | n/a | $1,500,000 grant date value; exercise price = grant date closing price; nonqualified; 8‑year term | n/a | Vests in 4 equal annual installments starting on the first anniversary of the Effective Date . |
| Initial PSU Award | n/a | $3,000,000 grant date fair value; terms substantially similar to 2025 senior executive PSUs | n/a | Performance‑based; PSU frameworks at Integra tie 0–150% vesting to annual organic revenue growth (threshold 2%, target 5.7%, max 7%) with cumulative features; 2024 PSU tranches did not vest due to below‑threshold performance . |
| Commencement RSU Award | n/a | $750,000 grant date value | n/a | Vests in 3 equal annual installments starting on the first anniversary of the Effective Date . |
| Commencement Option Award | n/a | $750,000 grant date value; exercise at grant date closing price | n/a | Vests in 4 equal annual installments starting on the first anniversary of the Effective Date . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/28/2025) | No shares beneficially owned; percent of class “<1%” . |
| Section 16 Initial Statement | Form 3 filed 1/7/2025 reported “No securities are beneficially owned” . |
| Stock Ownership Guidelines | CEO required to hold 6x base salary; five years from appointment to comply; RSUs count (time‑based), options and performance awards do not . Based on her start date 1/6/2025, guideline compliance period runs to 1/6/2030 . |
| Hedging/Pledging | Prohibited; company maintains no hedging/pledging policy . |
| Clawbacks | Nasdaq Rule 10D‑1 policy adopted Oct 2023; separate clawback for fraud/intentional misconduct (recoup bonuses/equity from 1/1/2013) . |
Employment Terms
| Term | Provision |
|---|---|
| Effective Date; Role | CEO and director effective 1/6/2025; principal executive officer . |
| Initial Term; Renewal | 3 years initial term; automatic one‑year renewals unless timely notice of non‑renewal . |
| Severance (Non‑CIC) | If terminated without cause or for good reason outside CIC: 2.0x base salary paid over 2 years plus COBRA premium cash reimbursement up to 18 months . |
| Severance (Double‑Trigger CIC) | If within 24 months post‑CIC terminated without cause or for good reason: lump sum 2.99x (base + Target Bonus), COBRA up to 18 months, pro‑rata annual bonus, full accelerated vesting; options exercisable until earlier of 1 year post‑termination or stated expiration . |
| Death Benefit | Lump sum equal to one times base salary plus up to 12 months COBRA subsidy; timing specified in agreement . |
| 280G “Best Pay Cap” | Payments reduced if doing so yields greater net after‑tax benefit vs excise tax exposure . |
| Restrictive Covenants | Must execute company form of restrictive covenant agreement on Effective Date; non‑disparagement and whistleblower carve‑outs included; arbitration venue Middlesex County, NJ . |
| Relocation/Perqs | One‑time $250,000 relocation payment; up to $50,000 temporary housing (6 months); up to $25,000 legal fee reimbursement for agreement drafting/negotiation . |
| Director Service Compensation | None while serving as employee . |
| Indemnification | Standard indemnification agreement in place (form referenced in a prior 8‑K) . |
Board Governance
- Board leadership: CEO role is separate from Chairman; Stuart M. Essig serves as Executive Chairman, a significant stockholder, providing oversight and continuity while avoiding CEO/Chair duality conflicts .
- Independence: The Board determined all directors except Ms. Poul (CEO) and Dr. Essig are independent under Nasdaq and SEC rules; independents hold executive sessions at least twice annually .
- Committees: Standing committees include Audit, Nominating & Corporate Governance, Compensation, Finance, and Quality; Poul joined the Board on 1/6/2025 and was not expected to serve on standing committees upon appointment .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and relevant committee meetings; Poul’s appointment occurred in 2025, post‑period .
Compensation Structure Analysis
- Equity‑heavy, performance‑oriented design: Initial equity package spans RSUs, options, and PSUs with substantial at‑risk value ($6.75M total initial + commencement grants), anchoring retention and alignment; PSUs use organic revenue growth hurdles with 0–150% payout bands and cumulative features .
- Options inclusion: Four‑year vesting, eight‑year term indicates risk tolerance and confidence in multi‑year value creation vs pure RSU—reduces guaranteed value vs RSU‑only grants .
- Annual bonus metrics: Consistent three‑metric system (Revenue, Adjusted EBITDA, Operating Cash Flow); CEO bonus weighted 100% to financials with funding grid spanning 0–150% of target, capping line-of-sight volatility and tying cash pay to operating performance .
- Governance guardrails: Double‑trigger CIC protection, anti‑hedging/pledging, clawbacks (both 10D‑1 and misconduct‑based), and no tax gross‑ups signal shareholder‑friendly posture .
Equity Ownership & Insider Selling Pressure
- As of appointment and the 2025 proxy record date, Poul reported no beneficial ownership and no rights to acquire within 60 days; near‑term selling pressure is therefore limited until vesting begins on her time‑based awards (first anniversaries post‑Effective Date) .
- Stock ownership guidelines require building to 6x salary within five years, creating structural hold pressure and increasing alignment; hedging/pledging prohibitions further limit liquidity tactics .
Performance & Track Record
- Company operational backdrop: 2024 presented quality and supply constraints; an enterprise Compliance Master Plan was launched in July 2024; FDA issued a warning letter in December 2024 without restricting manufacturing or shipments; management reaffirmed Q4 revenue guidance, with ongoing remediation .
- Financial context: 2024 reported revenue $1,610.5 million; GAAP net income $(6.9) million; adjusted EBITDA $322.2 million; Codman Specialty Surgical segment grew mid‑single digits; tissue wound reconstruction low single‑digits growth; acquisitions of Acclarent and product rights supported reported growth .
- Pay versus performance reference: Five‑year TSR proxy tracker ended 2024 at $38.92 on a $100 base, highlighting shareholder returns trend through pre‑Poul tenure .
Director Compensation
- As CEO, Poul receives no director compensation while employed; standard director retainers and equity don’t apply to employee directors under company policy .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval ~98.8%, reflecting strong shareholder support for the executive pay framework and its recent adjustments .
Related Party Transactions and Conflicts
- No family relationships and no direct or indirect interests in transactions requiring Item 404(a) disclosure; standard indemnification in place; ongoing oversight via independent committees helps mitigate dual‑role independence concerns .
Employment & Contracts – Risk Terms
- Non‑compete/non‑solicit: Company requires a restrictive covenant agreement at commencement; separate company severance program documentation specifies 12‑month non‑compete/non‑solicit periods for participants, reinforcing post‑termination protections; arbitration venue Middlesex County, NJ .
- Garden leave/consulting: No garden leave or post‑termination consulting terms disclosed for Poul .
Investment Implications
- Alignment: A large, multi‑instrument initial equity package with PSU emphasis, 6x salary ownership guideline, anti‑hedging/pledging, and robust clawbacks support pay‑for‑performance alignment and reduce opportunistic trading risk .
- Retention/pressure: Time‑based RSUs/options vesting from the first anniversary of 1/6/2025 provide retention hooks; no initial holdings as of early 2025 suggests limited near‑term selling pressure until vesting; double‑trigger CIC terms are competitive (2.99x base+bonus and full acceleration) .
- Execution risk: The FDA warning letter and 2024 operational issues underscore quality/supply chain remediation priorities; bonus metrics tied to revenue/EBITDA/OCF should directly reflect improvement progress, informing incentive realizability under Poul’s tenure .
- Governance: Separation of Chair/CEO, independent committees, and strong Say‑on‑Pay support signal stable governance; Poul not serving on committees mitigates independence concerns associated with CEO/director dual role .