Craig Maxwell
Director at ITGR
Board
About 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 .