Robert Davis Jr.
INTEGRA LIFESCIENCES HOLDINGSAbout Robert T. Davis, Jr.
Integra EVP and President, Tissue Technologies; age 66; joined Integra in July 2012 (President, global neurosurgery), became Corporate VP (Dec 2012) and President – Specialty Surgical Solutions (2014); previously GM of Baxter’s global anesthesia & critical care and various GE Healthcare general management roles; education: B.S. Sports Medicine (Delaware), Master’s in Exercise & Cardiovascular Physiology (Temple), MBA (Drexel) . Company performance context (FY2024): GAAP revenue $1,610.5m, GAAP net income $(6.9)m, adjusted EBITDA $322.3m; organic revenue down 1.3% YoY; 5‑year TSR proxy measure shows $38.92 value from a $100 initial investment (2019–2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Integra LifeSciences | President, Global Neurosurgery; Corporate VP; President – Specialty Surgical Solutions; EVP & President, Tissue Technologies | 2012–present (specific dates disclosed: Jul 2012; Dec 2012; 2014) | Led global unit operations across sales, marketing, product and operations; advanced TT division strategy |
| Baxter Healthcare | GM, global anesthesia & critical care | Not disclosed | Led business unit in critical care therapeutics |
| GE Healthcare | General management roles (interventional therapeutics, cardiovascular imaging, diagnostic ultrasound) | Not disclosed | Managed global businesses across imaging and therapeutics |
External Roles
No current external public-company directorships disclosed for Robert T. Davis, Jr. .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $498,030 | $515,990 | $544,944 (paid) ; base rate $552,021 (+5.0%) |
| Target Bonus % of Salary | 60% (program level for 2024) | — | 60% |
| Target Bonus ($) | — | — | $331,213 |
| Actual Annual Bonus Paid ($) | $271,000 | — | $264,970 (80% of target) |
| Stock Awards Grant-Date FV ($) | $938,496 | $670,392 | $1,203,880 |
| Option Awards Grant-Date FV ($) | $212,809 | $223,439 | $234,620 |
| All Other Compensation ($) | $12,200 | $13,062 | $13,800 |
| Total Compensation ($) | $1,932,535 | $1,422,883 | $2,262,214 |
2024 plan-based grant details:
- Grant date 3/11/2024; RSAs 20,283 shares ($734,650 FV), Stock Options 14,963 @ $36.22 ($234,620 FV), PSUs target 12,955 (max 25,910) ($469,230 FV); cash bonus schedule thresholds/targets aligned to 60% target .
Performance Compensation
Annual Bonus Structure and 2024 Outcomes
| Metric | Weight | 2024 Threshold | 2024 Target | 2024 Max | 2024 Actual | Pool Funding Impact |
|---|---|---|---|---|---|---|
| Revenue (Adjusted for FX vs budget) | 40% | 96% of target | 100% | 104% | Achieved 99.9% of target | Contributed to 39.3% pool |
| Adjusted EBITDA | 40% | 93% | 100% | 107% | Achieved 82% of target | Lowered pool |
| Operating Cash Flow | 20% | 85% | 100% | 115% | Achieved 57% of target | Lowered pool |
| Company Pool Funding | — | — | 100% | 150% | 39.3% funded | — |
| Individual Award (Davis) | — | — | $331,213 target | Cap 200% target | Discretion to 80% of target | $264,970 paid |
Notes:
- Committee exercised discretion to 80% of target for NEOs (except CEO) for retention/effort through operational challenges .
Long-Term Incentives and PSU Performance
| PSU Grant Year | Annual Organic Revenue Growth Goal | Threshold | Target | Max | 2024 Actual Growth | 2025 Vesting Result |
|---|---|---|---|---|---|---|
| 2022 | Growth vs prior year | 2% → 50% vest | 5.3% → 100% vest | 7% → 150% vest | (1.3)% | 0% (no vest) |
| 2023 | Growth vs prior year | 2% → 50% vest | 5.7% → 100% vest | 7% → 150% vest | (1.3)% | 0% (no vest) |
| 2024 | Growth vs prior year | 2% → 50% vest | 5.7% → 100% vest | 7% → 150% vest | (1.3)% | 0% (no vest) |
| 2021 (3-yr avg rule) | 5% target (avg over period) | — | 100% at 5% avg | 200% at 14% | 6.1% avg achieved | Vested at target on 3/12/2024 |
2024 equity mix for NEOs (non-CEO): RSAs (including 2‑year cliff for retention), stock options, PSUs; PSUs tied to organic revenue growth .
Equity Ownership & Alignment
Beneficial Ownership
| Holding Category | Shares |
|---|---|
| Common shares owned | 65,107 |
| Right to acquire within 60 days (options/RSUs/PSUs vesting) | 70,973 |
| Total beneficial ownership | 136,080 (<1% of shares outstanding) |
Outstanding Equity at FY2024 Year-End (Unvested)
| Instrument | Unvested Quantity | Market/Payout Value ($) |
|---|---|---|
| RSAs/RSUs (time-based) | 24,228 | $549,491 |
| PSUs (performance-based, unearned) | 21,408 | $485,533 |
| Stock Options – Unexercisable | 14,963 @ $36.22 (2024 grant) | N/A (option) |
Options Status and Schedule (Selected)
| Grant/Exercise Price | Exercisable (#) | Unexercisable (#) | Expiration |
|---|---|---|---|
| $43.68 | 11,062 | — | 3/13/2025 |
| $56.23 | 8,609 | — | 3/13/2026 |
| $55.91 | 10,373 | — | 3/13/2027 |
| $43.39 | 15,887 | — | 3/13/2028 |
| $68.10 | 6,924 | 2,308 | 3/12/2029 |
| $65.11 | 4,596 | 4,597 | 3/11/2030 |
| $52.87 | 2,588 | 7,766 | 3/10/2031 |
| $36.22 | — | 14,963 | 3/11/2032 |
Option/stock award activity (2024): 8,736 options exercised (value realized $34,840); 11,844 shares vested (value $428,081) .
Upcoming Vesting – Time-Based Equity and Options (Illustrative)
| Vesting Date | RSAs/RSUs (#) | Options vest (# @ price) |
|---|---|---|
| 3/10/2025 | 1,395 | 2,588 @ $52.87; 2,308 @ $68.10 |
| 3/11/2025 | 3,249 | 2,298 @ $65.11; 3,740 @ $36.22 |
| 3/10/2026 | 1,438 | 2,588 @ $52.87 |
| 3/11/2026 | 15,943 | 2,299 @ $65.11; 3,741 @ $36.22 |
| 3/11/2027 | 2,203 | 3,741 @ $36.22 |
Policy alignment:
- Stock ownership guidelines: 1x base salary for executive officers; all NEOs currently in compliance .
- Anti-hedging/pledging: prohibited without exception for all employees/NEOs/directors .
- Clawbacks: Nasdaq Rule 10D‑1 compliant mandatory recoupment (adopted Oct 2023) and separate misconduct/error policy (awards since Jan 1, 2013) .
Deferred compensation:
- 2024 NQDC deferrals by Davis: $207,178; aggregate balance $1,108,560; 2024 plan earnings $113,863 .
Employment Terms
- Employment agreement: none for NEOs other than the CEO; Davis participates in the change‑in‑control severance program .
- Change‑in‑control severance (double‑trigger): lump sum 1.5x (base + target bonus) for Davis; pro‑rata target bonus for year of termination; up to 18 months COBRA subsidy; up to 12 months outplacement; “best‑pay cap” (no excise tax gross‑ups) .
- Restrictive covenants: non‑compete/non‑solicit for one year post‑employment; release required for benefits .
- Equity under CIC: post‑2013 awards accelerate upon qualifying termination within 12 months of CIC; performance awards vest subject to terms on CIC+termination/death/disability .
Illustrative potential payout (as of 12/31/2024; stock $22.68):
| Scenario | Cash Severance ($) | Health Benefits ($) | Acceleration – Other Grants ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | — | — | $549,491 | $549,491 |
| CIC + Qualifying Termination (double‑trigger) | $1,934,156 | $22,086 | $1,022,142 | $2,978,384 |
Performance & Track Record
- 2024 divisional contributions: launched MicroMatrix Flex; advanced DuraSorb PMA (approval notification pending GMP for SurgiMend); process improvements and enterprise communication; managed attrition and retained key leadership; executive sponsor of Veteran BRG .
- Company-level context: reported 2024 revenues $1,611m (+4.5% reported; −1.3% organic), adjusted EBITDA $322.3m; quality/system challenges impacted profitability and supply; Acclarent integration supported growth .
Compensation Structure Analysis
- Mix and at-risk pay: annual equity includes PSUs tied to organic revenue growth; 2024 PSUs paid 0% due to −1.3% organic growth, reinforcing pay-for-performance; time-based RSAs added with 2‑year cliff to address retention amid operational challenges .
- Discretionary adjustments: despite 39.3% bonus pool funding, committee raised most NEOs (including Davis) to 80% of target reflecting retention and extraordinary effort; investor say‑on‑pay support remained high in 2024 (98.8% “for”) .
- Peer group benchmarking: compensation set near peer median; updated 2024 peer group includes Globus Medical and excludes larger revenue outliers to maintain comparability .
Equity Ownership & Alignment (Risk Indicators)
- Pledging/hedging: prohibited (reduces alignment risk from collateralized positions) .
- Clawback policies: robust, covering SEC restatements and misconduct-related restatements .
- Related-party transactions: none involving Davis disclosed; company reviews >$100k related transactions via Audit Committee .
Investment Implications
- Pay-for-performance signal: PSU non-vest across 2022–2024 performance tranches (for 2024 period) indicates tight linkage of equity outcomes to organic growth; discretion in cash bonuses suggests elevated retention priority amid operational remediation .
- Near-term selling pressure: multiple RSA and option tranches vest across 2025–2027; 2025 maturities (RSAs ~4,644 shares; options ~7,194 cumulative across prices) could modestly add supply; 2026 RSAs larger (~15,943) imply greater potential liquidity events .
- Alignment and downside risk: beneficial ownership <1% limits “skin-in-the-game” magnitude; however, strict anti‑pledging and ownership guidelines mitigate misalignment risk; CIC terms are standard, double‑trigger, without gross‑ups, limiting adverse governance optics .
- Execution risk: TT initiatives (product launches, PMA progress) and quality/supply remediation remain critical; bonus discretion and retention RSAs reflect management’s emphasis on stability during operational turnaround .