Shaundra Clay
INTEGRA LIFESCIENCES HOLDINGSAbout Shaundra D. Clay
Independent director of Integra LifeSciences (IART) since 2021. Age 54 (as of March 31, 2025). Former Global Vice President of Finance at Beam Suntory (2021–April 2024), with prior senior finance roles at JPMorgan Chase, Eli Lilly (regional CFO for Australia, Canada, Europe), and Medtronic (CFO for Cardiovascular Group Western Europe/Canada). Education: B.S. in Accounting (Clark Atlanta University), M.B.A. (University of Illinois at Chicago); alumna of The Wharton School. Core credentials: enterprise FP&A leadership, international healthcare finance, and risk assessment experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beam Suntory, Inc. | Global Vice President, Finance (enterprise-wide FP&A; integrated short/mid/long-term planning) | 2021–April 2024 | Led integration of planning processes to optimize resource deployment |
| JPMorgan Chase | Managing Director, Commercial Banking Group | Prior to 2021 | Senior financial leadership |
| Eli Lilly and Company | CFO for Australia, Canada, and Europe | Not disclosed | Regional CFO roles across multiple geographies |
| Medtronic | Leadership roles incl. CFO, Cardiovascular Group, Western Europe & Canada | “A decade” | Multi-country finance leadership in healthcare devices |
| Allstate Insurance Company | Accounting and financial analytics | Early career | Foundational finance/analytics experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Executive Leadership Council | Director (Board of Directors) | Current | Leadership network focused on Black executives |
Board Governance
- Independence: The Board determined all directors except the CEO (M. Poul) and Executive Chairman (S. Essig) are independent; Clay is independent .
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; all directors standing for re‑election attended the 2024 annual meeting .
- Shareholder mandate: 2025 election results for Clay — For: 71,299,493; Against: 206,047; Abstain: 15,101; Broker non‑vote: 2,425,186 .
Committee assignments (current and 2024 cadence)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 7 | Board designated Clay an “audit committee financial expert” and “financially sophisticated” . |
| Finance | Member | 3 | Appointed to Finance Committee effective April 1, 2025 (committee had 3 meetings in 2024) . |
Committee risk oversight focus areas include internal controls, financial reporting, liquidity/capital structure, and quality/integrity of climate/ESG data (Audit; Finance per charters summarized in proxy) .
Fixed Compensation (Non-Employee Director – 2024 cycle)
| Year | Cash Fees ($) | Equity Grant (Grant-Date Fair Value) ($) | Total ($) |
|---|---|---|---|
| 2024 | 80,000 | 220,009 | 300,009 |
Program features for 2024 cycle: Annual retainer $80,000 (director election of cash, restricted stock, or 50/50 split); annual restricted stock grant $220,000 (Chairman $270,000). Additional cash fees apply only to designated leadership roles (e.g., Audit Chair $20,000; Presiding Director $37,500); not applicable to Clay in 2024 . Awards granted on May 9, 2024 vest on the one‑year anniversary of grant . Plan caps aggregate annual non‑employee director compensation at $750,000 .
Performance Compensation
Non-employee director equity is time-based restricted stock (no performance metrics). 2024 grant and vesting detail:
| Grant Date | Vehicle | Grant-Date Fair Value ($) | Restricted Shares Outstanding as of 12/31/24 | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| May 9, 2024 | Restricted Stock | 220,009 | 8,696 | Vests one year after grant | Not applicable (time-based) |
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Clay in the IART proxy . |
Expertise & Qualifications
- Finance, healthcare, and international business leadership across Beam Suntory, Eli Lilly, and Medtronic; risk assessment and global management expertise cited by the Board .
- Board skills matrix indicates a balanced mix across the Board, including financial acumen and healthcare experience (Board-level summary) .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 21,923 | Feb 28, 2025 | Less than 1% of shares outstanding . |
| Restricted shares outstanding | 8,696 | Dec 31, 2024 | Represents 2024 director annual equity grant (and any carryover) . |
| Hedging/pledging | Prohibited | Policy statement | Company policy bans hedging and pledging by directors and employees . |
Governance Assessment
- Board effectiveness and engagement: Strong shareholder support for Clay’s 2025 re‑election (71.30M “For” vs 0.21M “Against”) and Board‑wide disclosure that all incumbents met the 75% attendance threshold support investor confidence in director engagement .
- Oversight relevance: Audit Committee membership and designation as an “audit committee financial expert” position Clay to influence financial reporting, internal controls, and compliance oversight—key areas given IART’s operational/quality remediation priorities .
- Alignment and safeguards: Director pay is balanced between cash retainer and equity; equity is time‑based with one‑year vesting, and director compensation is capped at $750,000 annually. Anti‑hedging/pledging policies enhance alignment; proxy notes no Section 16(a) reporting delinquencies in 2024 .
- Related‑party/Conflict scan: Proxy’s “Certain Relationships and Related Transactions” discloses a facility lease with an entity affiliated with a principal stockholder (2024 rent: $295,515); no director‑specific related‑party transactions involving Clay are identified in the filing .
- Shareholder pay sentiment: Say‑on‑Pay support was 98.8% in 2024; in 2025, votes were 70,185,676 For vs 1,313,983 Against (advisory), indicating continued broad support for compensation governance under the Board’s oversight .
RED FLAGS: None specifically disclosed for Clay. No hedging/pledging permitted; options repricing prohibited by plan; director compensation within disclosed limits; attendance threshold met Board‑wide; no Section 16(a) delinquencies reported for 2024 .