Donald Spence
Director at ITGR
Board
About Donald J. Spence
Independent director of Integer Holdings (ITGR) since 2016; age 71. Retired President & CEO of Ebb Therapeutics (Mar 2017–Aug 2019), former Chairman & CEO of Lake Region Medical (acquired by Integer in Oct 2015), with prior senior roles at Philips Respironics/Philips Home Healthcare Solutions, GKN Sinter Metals, and BOC/Ohmeda. He chairs the Compensation & Organization Committee, serves on the Audit and Technology Strategy Committees, and is designated an Audit Committee Financial Expert. The Board classifies him as independent under NYSE listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ebb Therapeutics | President & Chief Executive Officer (retired) | Mar 2017 – Aug 2019 | Led medtech start-up operations |
| Lake Region Medical | Chairman & Chief Executive Officer | 2010 – Oct 2015 (acquired by Integer) | Brought medtech operations experience; company acquired by Integer in Oct 2015 |
| Philips Respironics (Sleep & Home Respiratory Group) | President | 2005 – 2008 | Led respiratory segment |
| Philips Home Healthcare Solutions | Chief Executive Officer | 2008 – 2010 | Ran home healthcare business |
| GKN Sinter Metals | SVP Global Sales & Marketing; President | 1998 – 2001; 2001 – 2005 | Global manufacturing leadership |
| BOC Group / Ohmeda Medical Systems | President | 1997 – 1998 | Led medical systems unit |
External Roles
| Organization | Role | Tenure | Public/Private | Committees |
|---|---|---|---|---|
| Linguaflex, Inc. | Director | Current | Private | Not disclosed |
| Eargo, Inc. | Director | Until Feb 2024 | Public | Not disclosed |
| Vapotherm, Inc. | Director | Until Sep 2024 | Public | Not disclosed |
Board Governance
- Committee assignments: Chair, Compensation & Organization; Member, Audit; Member, Technology Strategy. Audit Committee Financial Expert designation.
- Independence: Board determined all nominees except the CEO are independent, including Mr. Spence.
- Attendance and engagement: Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings; Audit (8), Compensation & Organization (6), Corporate Governance & Nominating (4), Technology Strategy (4).
- Executive sessions: Independent directors meet in executive session at the conclusion of each regularly scheduled Board meeting; presided over by the independent Chair.
- Leadership: Board has an independent, non-executive Chair (Pamela G. Bailey).
- Compensation oversight: As Compensation & Organization Committee Chair, Spence signed the CD&A committee report. No compensation committee interlocks disclosed.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $99,153 | Fees earned for Board/committee service |
| Equity (RSUs) | $179,924 | Grant date fair value (May 22, 2024) |
| Total | $279,077 | Sum of cash + equity |
Director compensation structure (policy levels for 2024):
- Annual cash retainer: $80,000; additional cash: Chair of the Board $60,000; Audit Chair $20,000; Compensation & Organization Chair $15,000; Corporate Governance & Nominating Chair $10,000; Technology Strategy Chair $10,000; Audit Committee member (including Chair) $10,000.
- Equity retainer: RSUs equal to $180,000 for non-employee directors; $240,000 for Board Chair; granted May 22, 2024; vests in four equal installments (three-, six-, nine-month anniversaries, and final vest May 20, 2025).
Performance Compensation
| Plan element | Metrics | Design | Payout curve |
|---|---|---|---|
| Director equity | None (time-based RSUs) | Time-vested only; no performance conditions for directors | Not applicable |
| Stock options | Not currently granted | Company last granted options in 2018 | Not applicable |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (Current │ Past) | 0 │ 2 (Eargo, Vapotherm) |
| Compensation Committee interlocks | None disclosed for 2024 |
| Related-person transactions | Board policy in place; none in 2024 requiring disclosure |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive medtech operating and manufacturing experience; executive leadership; risk management.
- Health care industry knowledge and strategic planning depth; prior CEO roles in medical device and home healthcare businesses.
Equity Ownership
| Ownership detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 50,045 shares | As of Mar 24, 2025; less than 1% of class |
| RSUs vested/potentially issuable within 60 days | 10,743 shares | Included in beneficial ownership footnote |
| Stock options exercisable (director) | 20,521 options | Outstanding options as of Dec 31, 2024 |
| Shares outstanding (reference) | 34,889,876 | To compute % ownership; Spence <1% |
| Director stock ownership guideline | 6,000 shares within 5 years; each director has achieved | Alignment mechanism |
| Hedging/pledging | Prohibited for directors; anti-hedging/pledging policy in place | Governance safeguard |
Governance Assessment
- Strengths: Independent status with deep medtech operating background; chairs Compensation & Organization Committee and is an Audit Committee Financial Expert, enhancing oversight of pay and financial reporting. Board reports strong investor support on say-on-pay (98% of votes cast in 2024) and prohibits hedging/pledging; no related-party transactions in 2024; Section 16 filings were timely. These factors support investor confidence.
- Engagement: Board and committees met frequently (Board 8; Audit 8; Compensation 6; Technology 4) with directors meeting the >75% attendance threshold; independent directors meet in regular executive sessions; independent Chair structure.
- Watch items: Historical leadership of Lake Region Medical (acquired by Integer in 2015) creates a legacy connection, though the company discloses no related-party transactions in 2024. Continue to monitor for any potential perceived conflicts as strategy, M&A, or compensation decisions intersect with prior affiliations.
Net takeaway: Spence’s committee leadership (Compensation Chair; Audit member) and financial expertise bolster board effectiveness, with pay structures emphasizing equity alignment and robust governance controls (ownership guidelines, anti-hedging/pledging). No current red flags disclosed on conflicts, attendance, or interlocks.