Filippo Passerini
Director at ITGR
Board
About Filippo Passerini
Filippo Passerini, age 67, has served on Integer Holdings Corporation’s Board since 2015 as an independent director. He previously spent a 33‑year career at Procter & Gamble (P&G), serving as Group President, Global Business Services (from 2004) and Chief Information Officer (from 2005) until retirement, leading technology and business services operations in over 70 countries; he is recognized as a digital technology and shared services thought leader. At Integer (ITGR), he currently serves on the Audit, Corporate Governance & Nominating, and Technology Strategy Committees. The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble (P&G) | Group President, Global Business Services | From 2004 to retirement (date not disclosed) | Led integration of P&G’s IT and Business Services; oversaw technology and business services across 70+ countries |
| Procter & Gamble (P&G) | Chief Information Officer | From 2005 to retirement (date not disclosed) | Global digital technology leadership; created progressive business models and drove innovation |
External Roles
- Current public company boards: None (0 current; 2 prior)
- Prior public company boards: ABM Industries Incorporated (former director); United Rentals, Inc. (former director)
| Company | Role | Status |
|---|---|---|
| ABM Industries Incorporated | Director | Former |
| United Rentals, Inc. | Director | Former |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (NYSE standards) |
| ITGR Board tenure | Director since 2015 |
| Current ITGR committees | Audit; Corporate Governance & Nominating; Technology Strategy |
| Committee chair roles | None (Audit Chair: Hinrichs; Comp Chair: Spence; CG&N Chair: Summers; Tech Strategy Chair: Maxwell) |
| Board meetings held (2024) | 8 |
| Committee meetings (2024) | Audit: 8; Corporate Governance & Nominating: 4; Technology Strategy: 4 |
| Attendance | Each director attended ≥75% of Board and applicable committee meetings in 2024; 100% attendance at 2024 annual meeting |
| Executive sessions | Independent directors meet in executive session at the conclusion of each regularly scheduled Board meeting |
| Board leadership | Independent, non‑executive Chair: Pamela G. Bailey |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard cash retainer for non‑employee directors |
| Audit Committee member fee | $10,000 | Paid to each Audit Committee member (including Chair) |
| Total cash earned (Passerini) | $90,000 | Fees earned or paid in cash (2024) |
Performance Compensation
| Equity Award (2024) | Grant Date | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSUs (Passerini) | May 22, 2024 | $179,924 | Four equal installments on 3‑, 6‑, 9‑month anniversaries and on May 20, 2025 | None (time‑based RSUs) |
Policy detail: 2024 equity retainer equals $180,000 in RSUs for non‑employee directors (Chair: $240,000); numbers of units are based on closing price on grant date; vesting per schedule above .
Other Directorships & Interlocks
| Company | Segment | Status | Notes |
|---|---|---|---|
| ABM Industries Incorporated | Facilities/Industrial Services | Former director | Not an ITGR customer/supplier disclosure; no related‑party transactions in 2024 |
| United Rentals, Inc. | Equipment Rental/Industrial | Former director | Not an ITGR customer/supplier disclosure; no related‑party transactions in 2024 |
- Related‑party transactions: None reported for 2024 (Board policy requires Audit Committee approval of any >$120k; none occurred) .
Expertise & Qualifications
- Global digital and shared services leadership: P&G CIO and Group President, Global Business Services; internationally experienced across Europe, Latin America, U.S.
- Technology and innovation oversight at ITGR via Technology Strategy Committee membership .
- Governance and risk oversight via Audit and Corporate Governance & Nominating Committee memberships .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 27,633 shares (includes 370 RSUs vested or vesting within 60 days) |
| Percent of class | Less than 1% (based on 34,889,876 shares outstanding) |
| Outstanding stock options | None listed for Passerini as of 12/31/2024 (option holdings table lists only Bailey, Maxwell, Spence) |
| Director ownership guideline | Must own ≥6,000 shares within five years of election; all directors have achieved the guideline |
| Share sale restriction | Directors may not sell shares unless holdings exceed 5x annual cash retainer; “sell‑to‑cover” allowed for options |
| Hedging/pledging | Prohibited for directors; anti‑hedging and pledging policy in place |
Insider Trades & Section 16 Compliance
| Item | 2024 Status |
|---|---|
| Section 16(a) delinquencies | None reported for any director or executive officer in 2024 |
Governance Assessment
- Board effectiveness and engagement: Passerini serves on three committees (Audit; Corporate Governance & Nominating; Technology Strategy) with active committee calendars (Audit: 8; CG&N: 4; Tech Strategy: 4 meetings in 2024) and met the ≥75% attendance requirement; the Board also holds executive sessions of independent directors after each regular meeting .
- Independence and conflicts: The Board determined he is independent; no related‑party transactions in 2024, and an anti‑hedging/pledging policy is in place, reducing alignment risk .
- Compensation and alignment: 2024 director pay comprised $90,000 cash and $179,924 in time‑based RSUs with staggered vesting (no performance metrics), aligning interests via equity exposure while avoiding overly complex director incentives; director stock ownership guideline achieved .
- Ownership: Beneficially owns 27,633 shares; policy restricts share sales until holdings exceed 5x cash retainer, reinforcing alignment .
- Signals for investors: Heavy involvement in technology and governance committees leverages deep digital operations expertise from P&G; clean independence, compliance, and absence of related‑party dealings indicate low governance risk exposure .