Cheryl Capps
Director at ITGR
Board
About Cheryl C. Capps
Cheryl C. Capps (age 63) is an independent director of Integer Holdings Corporation, serving since 2021. She retired on September 1, 2023 as Senior Vice President and Chief Supply Chain Officer at Corning Inc., with 35+ years of leadership across manufacturing, supply chain, R&D, quality, strategy, business management, and ESG matters . The Board determined all director nominees other than the CEO to be independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corning Inc. | Senior Vice President, Chief Supply Chain Officer | 2011–Sep 1, 2023 (retired) | Led global supply management capabilities; transformed supply chain as competitive advantage |
| ConvaTec (Bristol-Myers Squibb division) | Senior Vice President, Global Manufacturing & Supply Chain | Dates not disclosed (prior to 2011) | Oversaw global manufacturing, sourcing, planning, logistics, distribution, customer service, engineering |
| Zimmer, Inc. (Bristol-Myers Squibb) | Vice President of Sourcing & Packaging Engineering | Began in 1997 | Moved later to pharmaceutical division; held numerous sourcing and supply chain leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| World 50 | Executive advisory/Board role (private) | Current (dates not disclosed) | Supply chain software/services focus |
| Elementum | Executive advisory/Board role (private) | Current (dates not disclosed) | Supply chain software/services |
| ketteQ | Executive advisory/Board role (private) | Current (dates not disclosed) | Supply chain software/services |
| Bristlecone | Executive advisory/Board role (private) | Current (dates not disclosed) | Supply chain software/services |
| o9 | Executive advisory/Board role (private) | Current (dates not disclosed) | Supply chain software/services |
| Other public company boards | None (current│past) | 0│0 |
Board Governance
- Committee memberships: Compensation & Organization; Technology Strategy (not a chair) .
- Independence: Board determined 9 of 10 nominees to be independent, including Capps .
- Attendance: All directors attended at least 75% of Board/committee meetings; Board held eight meetings in 2024; 100% Board attendance at the 2024 annual meeting .
- Committee engagement (2024 meetings): Compensation (6); Technology Strategy (4) .
- Structure and oversight: Independent, non-executive Board Chair; regular executive sessions; annual Board/committee evaluations .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Cash Retainer | $80,000 |
| Equity RSU Grant (grant-date fair value) | $179,924 |
| Total | $259,924 |
Notes:
- Standard non-employee director cash retainer: $80,000; additional cash premia apply only to chairs/Audit roles (not applicable to Capps in 2024) .
- Equity retainer: RSUs equal to $180,000 grant-date value (Chair receives $240,000); 2024 grants on May 22, 2024 vest in four equal installments at 3, 6, 9 months and on May 20, 2025 .
Performance Compensation
Directors do not receive performance-based equity; awards are time-based RSUs.
| Element | Design | Performance Metrics | Vesting |
|---|---|---|---|
| Annual Director RSUs | Time-based retainer equity | None (not performance-conditioned) | 4 equal installments over ~12 months; 2024 vesting dates as disclosed |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | 0 |
| Past public company boards | 0 |
| Private boards/advisory roles | World 50, Elementum, ketteQ, Bristlecone, o9 |
| Compensation Committee interlocks | None; no relationships requiring Item 404 disclosure among committee members |
| Related-party transactions (2024) | None |
Expertise & Qualifications
- 35+ years in manufacturing and supply chain leadership across healthcare and materials science; R&D, quality, strategy, ESG experience .
- Brings operational excellence and supply-chain transformation expertise relevant to Integer’s CDMO model .
- Board qualifications matrix highlights broad executive leadership and industry experience (see director biographies) .
Equity Ownership
| Measure | As of | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | Mar 24, 2025 | 8,588 | Includes 370 RSUs vested or issuable within 60 days |
| Shares outstanding (for % calc) | Mar 24, 2025 | 34,889,876 | |
| Ownership (% of outstanding) | Mar 24, 2025 | ~0.025% (computed: 8,588 ÷ 34,889,876) | |
| Options held | Dec 31, 2024 | None (no outstanding options listed) | |
| Stock ownership guideline | Directors must own ≥6,000 shares within 5 years; each director has achieved guidelines | ||
| Anti-hedging/pledging | Prohibited for directors and executive officers |
Insider trades (most recent):
| Date | Type | Shares | Price | Value | Holdings After |
|---|---|---|---|---|---|
| Nov 6, 2025 | Open-market purchase (Form 4) | 1,600 | $66.70 | $106,720 | 11,702 shares |
Governance Assessment
- Board effectiveness: Capps serves on Compensation & Organization and Technology Strategy committees—both central to pay governance and product/innovation oversight; committee cadence indicates meaningful engagement (Comp 6 meetings; Tech 4) .
- Independence and attendance: Independent under NYSE rules; Board-wide attendance thresholds met and annual meeting attendance was 100%—supports investor confidence in governance rigor .
- Pay and alignment: Director pay structure is balanced (cash + time-based RSUs); no performance equity or options; she meets stock ownership guidelines and the company prohibits hedging/pledging, reinforcing alignment .
- Conflicts/related party: No Item 404 related-party transactions and no compensation committee interlock concerns disclosed for 2024 .
- Shareholder signals: Company say-on-pay received ~98% support, indicating broad investor approval of compensation governance (contextual to board oversight) .
Potential monitoring items:
- Private supply-chain advisory/board roles (World 50, Elementum, ketteQ, Bristlecone, o9) are not disclosed as related-party transactions, but should be monitored for any future vendor relationships with Integer to avoid perceived conflicts; none were reported in 2024 .
RED FLAGS: None disclosed regarding attendance shortfalls, related-party dealings, hedging/pledging, or director-specific pay anomalies in 2024 .