Craig Maxwell
Integer HoldingsAbout Craig Maxwell
M. Craig Maxwell (age 66) has served on Integer Holdings’ Board since 2015. He is the retired Vice President and Chief Technology & Innovation Officer of Parker Hannifin (1996–2020), bringing senior leadership experience in innovation, manufacturing, and commercialization of new technologies; at Integer, he is independent under NYSE standards and chairs the Technology Strategy Committee while also serving on the Compensation & Organization Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker Hannifin Corporation | Vice President & Chief Technology and Innovation Officer | 1996–2020 | Led innovation research, new product development process, and a technology incubator to commercialize new technologies; senior management and manufacturing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current or prior public company board service reported (0│0) for Maxwell, reducing network interlock risk |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board determined all nominees except the CEO are independent) |
| Committees | Technology Strategy (Chair); Compensation & Organization (Member) |
| Committee Activity | Technology Strategy Committee met 4x in 2024; Compensation & Organization Committee met 6x in 2024 |
| Board Meetings & Attendance | Board met 8x in 2024; each director attended ≥75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting |
| Board Leadership | Independent, non-executive Chair (Pamela G. Bailey); independent directors meet in executive session |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount/Detail |
|---|---|
| Cash retainer (base) | $80,000 |
| Chair fee (Technology Strategy) | $10,000 |
| Other cash fees | Audit Committee member stipend is $10,000 (not applicable to Maxwell); other chair fees: Audit $20,000; Comp & Org $15,000; Nominating $10,000 |
| Total cash earned (Maxwell) | $90,000 (matches $80k base + $10k Tech Strategy Chair) |
| Reimbursements | Reasonable out-of-pocket meeting expenses reimbursed |
Performance Compensation (Equity; 2024 Director Grant)
| Grant Type | Grant Date | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | May 22, 2024 | $179,924 (Maxwell) | Four equal installments: 3-, 6-, 9-month anniversaries of grant; final tranche vests May 20, 2025 | RSU value based on closing price at grant; Chair of the Board receives larger equity retainer; Maxwell’s RSU value aligns with standard $180k director equity retainer |
Integer discloses director equity as time-based RSUs; there are no performance-vested director awards. Equity serves as alignment rather than performance-contingent pay .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards (Current│Past) | 0│0 (Maxwell) |
| Compensation Committee interlocks | None disclosed for any 2024 Comp Committee member, including Maxwell; no Item 404 relationships |
Expertise & Qualifications
- Technology innovation and product development leadership; manufacturing and operations; executive leadership and strategic planning (skills matrix and biography) .
- Brings commercialization of new technologies and cross-group innovation experience from Parker Hannifin, relevant to Integer’s Technology Strategy oversight .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Includes RSUs (within 60 days) | Includes Options (exercisable within 60 days) | % of Class |
|---|---|---|---|---|
| M. Craig Maxwell | 38,041 | 370 | 17,385 | <1% (based on 34,889,876 shares outstanding as of Mar 24, 2025) |
- Director stock ownership guidelines: minimum 6,000 shares within five years; each director has achieved compliance .
- Sale restrictions: directors may not sell shares (other than sell-to-cover) unless holdings exceed 5× the annual cash retainer .
- Anti‑hedging and anti‑pledging policy in place for directors and officers .
Insider Trades & Section 16
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | No delinquent filings for any director or executive officer reported |
| Outstanding stock options (12/31/2024) | 17,385 options outstanding (Maxwell) |
Related-Party Transactions (Conflicts)
| Item | Detail |
|---|---|
| Related-person transactions policy | Audit Committee must approve/ratify transactions >$120,000 involving directors/executives and related parties; director participants recuse as applicable |
| 2024 related-person transactions | None identified by the Board under Item 404 (2024) |
Compensation Committee Analysis (Governance Signals)
- Composition: Antrum, Capps, Hinrichs, Maxwell, Spence (Chair); all independent under NYSE compensation committee standards .
- Process: Committee administers stock incentive plans and oversees executive compensation; uses an independent compensation consultant and conducts risk assessment of compensation programs .
- Director comp review: Board reviews with input from FW Cook; caps on director equity awards and fees disclosed .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay 2024/2025: Approximately 98% support of votes cast for prior year’s program, indicating strong shareholder alignment and low governance friction on pay .
Governance Assessment
- Strengths: Independent status, chair of Technology Strategy (active oversight; 4 meetings in 2024), member of Compensation & Organization (6 meetings), solid attendance, no related‑party transactions, robust ownership alignment (guidelines achieved), anti‑hedging/pledging policy, and high Say‑on‑Pay support—collectively supportive of investor confidence .
- Alignment: Cash fees align precisely with disclosed fee schedule for his roles; equity is time‑based RSUs to align long‑term interests; meaningful options from prior service remain outstanding .
- RED FLAGS: None observed in 2024—no attendance issues, no Item 404 related‑party transactions, no pledging/hedging, no compensation interlocks, and no adverse shareholder votes flagged .