Diron Smith
Executive Vice President and Chief Financial Officer at ITGR
Executive
About Diron Smith
Executive Vice President & Chief Financial Officer of Integer Holdings since October 9, 2023, after joining Integer in August 2021; age 50. Prior experience includes finance leadership roles at Tiffany & Co. (Senior Director, Global Jewelry Supply; VP, Global Supply & Distribution; VP, Finance Officer, Americas), 15 years at General Electric, and 5 years at KPMG as an auditor . Company performance tied to executive incentives: 2024 sales grew 10% to $1.717B, operating income rose 28% to $208M, adjusted operating income to $285M, and adjusted EPS to $5.30 . Multi-year incentive metrics achieved: organic sales growth in PSU measurement years 2022–2024 of 6.45%, 14.95%, and 6.62%, and 2022 rTSR PSU certified at the 80th percentile, resulting in 200% payout . TSR improved with $100 invested in Integer valued at $164.76 by year-end 2024 versus $123.19 by year-end 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tiffany & Co. | VP, Finance Officer, Americas | Jan 2021–Aug 2021 | Regional finance leadership for commercial operations |
| Tiffany & Co. | VP, Finance Officer, Global Supply & Distribution | Oct 2017–Jan 2021 | Global supply chain finance and distribution oversight |
| Tiffany & Co. | Senior Director, Finance, Global Jewelry Supply | Mar 2016–Oct 2017 | Finance support for manufacturing/supply operations |
| General Electric | Various finance leadership roles (6 businesses, incl. GE Medical Systems) | 15 years | Global operations and finance leadership across multiple P&Ls |
| KPMG | Auditor | 5 years | Audit and financial controls foundation |
External Roles
- None disclosed in Company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 345,865 | 440,000 |
| Target Bonus (% of Salary) | Pro-rated between 35% (prior role) and 70% (Interim/CFO) | 70% |
| STI Earned ($) | 289,181 | 410,718 |
Performance Compensation
Annual STI Structure and Outcomes
| Metric | Weighting | Target/Definition | Actual (2023) | Payout Factor (2023) | Actual (2024) | Payout Factor (2024) |
|---|---|---|---|---|---|---|
| Company STI AOI | 40% (Diron) | Adjusted Operating Income | $240.5M vs $222.0M target | 141.68% | $287.1M vs $275.1M target | 133.35% |
| Function Performance Rating (Finance) | 40% (Diron) | Objective scorecard, multiplied by AOI factor | 100% achievement | 141.68% (with AOI multiplier) | 100% achievement | 133.35% (with AOI multiplier) |
| ELT Team Strategic Objectives | 20% | Company-wide strategic goals | 100% achievement | 141.68% (with AOI multiplier) | 100% achievement | 133.35% (with AOI multiplier) |
- Diron’s 2024 STI payout resulted at 133.35% of target; 2023 resulted at 141.68% of target .
Long-Term Incentive (LTI) Design and Grants
| Component | Vesting / Performance | Potential Payout | 2023 Grant (Diron) | 2024 Grant (Diron) |
|---|---|---|---|---|
| Time-based RSUs | Ratable over 3 years | N/A | $65,000 grant value | $533,333 grant value |
| rTSR PSUs | 3-year, cliff vest; 25th/55th/75th percentiles = 50%/100%/200% payout | 0–200% | $32,500 grant value | $533,334 grant value |
| Financial PSUs (Organic Sales Growth) | 3-year, cliff vest; per-year average; capped at target if 3-yr CAGR ≤ target | 50–200% | $32,500 grant value | $533,333 grant value |
| Special RSUs (Retention/Promotion) | Time-based | N/A | $500,000 (May 8, 2023), vests in 3 equal annual tranches starting May 2024 | — |
- 2022 PSU results certified at 200% payout for both organic growth and rTSR tranches (rTSR at 80th percentile; organic growth above maximum each year), vesting in Q1 2025 .
Equity Ownership & Alignment
Beneficial Ownership
| As of | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| March 25, 2024 | 2,871 | <1% |
| March 24, 2025 | 7,288 | <1% |
Unvested/Outstanding Equity at FY2024 Year-End
| Type | Count | Key Vesting Dates |
|---|---|---|
| Time-based RSUs | 251 | Jan 21, 2025 (note 2) |
| Time-based RSUs | 584 (equal installments) | Jan 20, 2025 and Jan 20, 2026 (note 3) |
| Time-based RSUs (2024 annual award) | 5,128 (three installments) | Jan 19, 2025; Jan 20, 2026; Jan 20, 2027 (note 4) |
| Special RSUs (May 2023) | 4,126 (two installments) | May 8, 2025; May 8, 2026 (note 6) |
| Financial PSUs (2022; earned) | 752 | Certified and vested in Feb 2025 (note 5) |
| rTSR PSUs (2022) | 686 (shown at max) | Certified at 200%; performance period ended Jan 2025 (note 11) |
| 2023 PSUs (Financial + rTSR) | 1,752 (shown at max) | Performance through YE2025; vest post-certification in Q1 2026 (note 12) |
| 2024 PSUs (Financial + rTSR) | 19,300 (shown at max) | Performance through YE2026/Jan 2027; vest post-certification in Q1 2027 (note 13) |
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Stock ownership guidelines: CFO required to hold 2.5x base salary; as of March 24, 2025, NEOs are “in compliance,” with Diron within the requisite period to attain his guideline .
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Anti-hedging/pledging: Directors and executive officers prohibited from pledging or hedging Company stock .
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Section 16 compliance: No delinquent filings reported for executives (2024) .
Employment Terms
| Item | Detail |
|---|---|
| Employment Agreement | CFO operates under offer letter (no separate employment agreement) |
| Base Salary | $440,000 (CFO appointment terms; unchanged in 2024) |
| STI Target | 70% of salary; payout 25–200% based on performance curves |
| Annual LTI Target | $1,200,000 (CFO appointment terms); 2024 approved at $1,600,000 |
| Severance (No-Cause) | Lump sum equal to base salary ($440,000) + 12 months medical contributions ($16,700 shown in 2024 table) + pro-rated PSUs at target (value dependent on date) |
| Change-in-Control (CIC) | Double trigger; 2x base salary + 2x greater of 3-yr average bonus or current-year target; 2x prior-year retirement contributions; 24 months health premium gross-up (110% monthly × 24); $25k outplacement; immediate vesting of time-based and performance equity (except as award agreements provide) |
| CIC Illustrative (Dec 31, 2024) | Salary & bonus $1,496,000; equity acceleration $2,827,182; benefits $69,100; outplacement $25,000; total $4,417,282 |
| Non-Compete | 24-month post-employment non-compete covenant embedded in CIC agreements |
| Clawback | Executive incentive recoupment policy aligned with SEC/NYSE standards |
| Perquisites | Limited (executive physicals, insurance); relocation program may include tax gross-ups; no CIC tax gross-ups |
Performance Compensation – Detailed Metric Table (Design and Outcomes)
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STI 2024 | STI AOI | 40% (Diron) | $275.1M | $287.1M (104.4% of target) | 133.35% | Cash (paid Mar 2025) |
| STI 2024 | Function Performance (Finance) | 40% | 100% achievement | 100% achievement | 133.35% (with AOI multiplier) | Cash |
| STI 2024 | ELT Team Goal | 20% | 100% | 100% | 133.35% (with AOI multiplier) | Cash |
| LTI 2024 | rTSR PSUs | 33.3% of LTI | 55th pct = 100% payout; 75th = 200% | In-progress | TBD | 3-year performance; Q1 2027 vest post-certification (note 13) |
| LTI 2024 | Financial PSUs (Organic Sales Growth) | 33.3% of LTI | Threshold 50%; Max 200%; cap if 3-yr CAGR ≤ target | In-progress | TBD | 3-year performance; Q1 2027 vest post-certification (note 13) |
| LTI 2024 | Time-based RSUs | 33.3% of LTI | N/A | — | — | 1/3 annually: Jan 2025, Jan 2026, Jan 2027 (note 4) |
| LTI (2012 PSU Cycle) | rTSR PSUs | Prior cycle | 75th pct = 200% | 80th percentile certified | 200% | Vested Q1 2025 (note 11) |
| LTI (2012 PSU Cycle) | Financial PSUs | Prior cycle | 6% = 200% | 6.45%, 14.95%, 6.62% | 200% | Vested Q1 2025 (note 5) |
Investment Implications
- Pay-for-performance alignment: STI funded by AOI and strategic objectives; LTI split among rTSR and organic growth PSUs plus time-based RSUs; 2022 PSU cycle paid at 200% reflecting strong organic growth and relative TSR outcomes .
- Retention and overhang: Multiple RSU tranches vest through 2025–2027 and sizable PSUs vest in Q1 2026 and Q1 2027; watch for settlement-related selling pressure around vest dates (May and January cycles), notably special RSUs in May 2025/2026 and annual RSUs each January .
- Governance and risk mitigants: Double-trigger CIC, clawback policy, anti-hedging/pledging, independent comp consultant, strong say-on-pay support (~98%) reduce misalignment and headline risk .
- Ownership alignment: CFO guideline at 2.5x salary and within permitted timeframe to attain; beneficial ownership increased from 2,871 to 7,288 shares YoY; no options outstanding minimizing leverage risk .
Overall, Diron Smith’s compensation structure ties meaningfully to Integer’s organic growth and shareholder returns, with prudent severance/CIC safeguards and limited perquisites; near-term vesting cadence is the primary watchpoint for potential selling pressure but broader alignment and governance practices are strong .