John Harris
About John Harris
John Harris is Executive Vice President, Global Operations and Manufacturing Strategy at Integer Holdings, based in Ireland, and is one of the company’s Named Executive Officers for 2024 . He has been employed under an Integer employment agreement since September 1, 2016, with terms tailored to Ireland-based executives . 2024 Company performance metrics driving executive pay included 10% revenue growth to $1.717 billion, STI Adjusted Operating Income (AOI) of $287.1M at 104.4% of target, and rTSR outcomes at the 80th percentile for the 2022 PSU cohort, supporting pay-for-performance alignment tied to organic sales growth and rTSR PSUs .
Fixed Compensation
| Metric | 2024 Value |
|---|---|
| Base Salary (annualized, USD) | $426,728 |
| Salary Earned (USD, prorated) | $419,395 |
| Target Bonus % of Salary | 65% |
| Target STI (USD) | $272,606 |
| Actual STI Paid (USD) | $313,792 |
| All Other Compensation (USD) | $89,498 |
| Total Compensation (USD) | $1,867,482 |
All Other Compensation detail (euro-denominated items included in the USD total):
- Cash stipend in lieu of Irish retirement plan: €50,369
- Company car (lease Jan 1–Mar 24): €4,852; cash stipend in lieu of car (Mar 24–Dec 31): €20,769
- Company-paid medical plan: €10,000
Performance Compensation
2024 Short-Term Incentive (STI) Mechanics and Outcomes
| Component | Weighting | % of Target Earned | Notes |
|---|---|---|---|
| Product Category Performance | 80% | 110.55% | Multiplied by STI AOI payout factor |
| ELT Team Goal | 20% | 133.35% | Multiplied by STI AOI payout factor |
| Total Payout vs Target | — | 115.11% | Resulting STI payout shown in Fixed Comp |
STI AOI goals and results:
| Performance Level | STI AOI ($M) | % vs Target | Payout % |
|---|---|---|---|
| Threshold | $233.9 | 85% | 25% |
| 90% | $247.6 | 90% | 50% |
| Target | $275.1 | 100% | 100% |
| Maximum | $310.9 | 113% | 200% |
| Results | $287.1 | 104.4% | 133.35% |
STI AOI definition includes GAAP operating income adjusted for acquisition/integration, intangible amortization, facility consolidation/optimization and transfers, asset write-downs/dispositions, corporate realignment/RIF, certain legal costs, and unusual/infrequent items; Q4 Electrochem AOI excluded post-divestiture, with Q1–Q3 Electrochem AOI included .
2024 Long-Term Incentive (LTI) Design and Grants
Target grant values by vehicle (2024 LTI):
| Vehicle | Grant Value (USD) |
|---|---|
| Time-Based RSUs | $198,333 |
| Financial PSUs (Organic Sales Growth) | $198,333 |
| rTSR PSUs | $198,334 |
| Total 2024 LTI Grant Value | $595,000 |
Key performance metrics:
- Financial PSUs: Three-year organic sales growth targets .
- rTSR PSUs: Three-year rTSR vs peer group; prior 2022 cohort certified at 80th percentile resulting in 200% payout at max .
2024 Grants of Plan-Based Awards (detail):
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value (USD) | Notes |
|---|---|---|---|---|
| Jan 19, 2024 | Time-Based RSUs | 1,907 | $198,309 | 2024 LTI RSUs |
| Jan 19, 2024 | rTSR PSUs | Target 1,681 (range 840–3,362) | $198,291 | 3-year performance |
| Jan 19, 2024 | Organic Sales Growth PSUs | Target 1,907 (range 953–3,814) | $198,309 | 3-year performance |
| Jul 11, 2024 | Special Time-Based RSUs | 3,837 | $449,888 | Recognition/retention award; eligible to vest Mar 26, 2026 |
STI cash opportunity (2024):
| Threshold (USD) | Target (USD) | Maximum (USD) |
|---|---|---|
| $68,151 | $272,606 | $545,212 |
Special RSU award vesting: Eligible to vest entirely on March 26, 2026, subject to continued employment; excludes any acceleration upon voluntary retirement before that date .
Equity Ownership & Alignment
Beneficial Ownership
| As of | Shares Beneficially Owned | Percent of Class | Shares Outstanding |
|---|---|---|---|
| March 24, 2025 | 4,416 | <1% (*) | 34,889,876 |
(*) Less than 1% per proxy methodology .
Stock Ownership Guidelines and Compliance
| Executive | Ownership Requirement (Multiple of Base Salary) |
|---|---|
| John Harris | 2.5x |
- As of March 24, 2025, NEOs are in compliance; Harris has attained his guideline .
- Pledging and hedging are prohibited for directors and executive officers (short sales, exchange funds, forwards/swaps, derivatives, collars, etc.) .
Outstanding Equity and Vesting Schedule (as of 12/31/2024)
| Award Type | Shares/Units | Vesting Date(s) | Market Value at $132.52 (USD) |
|---|---|---|---|
| Time-Based RSUs (2024 LTI) | 5,396 | Jan 19, 2025; Jan 20, 2026; Jan 20, 2027 | $715,078 |
| Time-Based RSUs (Jan 3, 2024 grant) | 1,907 | Jan 3, 2025 | $252,716 |
| Special Time-Based RSUs | 3,837 | March 31, 2026 (outstanding table); eligible vest March 26, 2026 per award terms | $508,479 |
| rTSR PSUs (Unearned) | 7,176 | 3-year rTSR period ending Jan 2025 (2022 cohort reference); ongoing for 2024 cohort | $950,964 |
Note: Company currently does not grant stock options; last option grants occurred in 2018 .
Employment Terms
- Employment agreement dated September 1, 2016; either party may terminate with three months’ notice, with ability to pay base salary plus contractual benefits in lieu of notice .
- Compensation elements include: base salary; cash and equity incentive eligibility; death-in-service benefit equal to 4x annual base salary; company-paid medical for executive and spouse; car provided up to €27,000 annual cost (converted in March 2024 to cash stipend); pension contribution of 12.5% of base salary (converted in June 2023 to cash stipend) .
- Post-termination non-compete: 12 months after termination .
Potential Payments Upon Termination (Non-CIC) – as of 12/31/2024
| Scenario | Salary & Bonus (USD) | Severance (USD) | Acceleration of Stock Awards (USD) | Continuance of Benefits (USD) | Total (USD) |
|---|---|---|---|---|---|
| Death/Permanent Disability | — | — | $1,951,755 | — | $1,951,755 |
| Termination Without Cause | — | $140,503 | $403,126 | $23,000 | $566,629 |
Notes: Acceleration based on $132.52 share price; as retirement-eligible, termination without cause includes $403,126 for awards that would have vested if voluntarily retired on 12/31/2024 .
Change-in-Control (Double Trigger) – as of 12/31/2024
Assumes CIC and termination without cause or resignation for good reason.
| Salary & Bonus (USD) | Acceleration of Stock Awards (USD) | Continuance of Benefits (USD) | Outplacement (USD) | 1x Prior Year Annual Incentive | Total (USD) |
|---|---|---|---|---|---|
| $1,408,202 | $1,951,755 | $127,800 | $25,000 | N/A | $3,512,757 |
Company policy requires double trigger for acceleration of severance payments/benefits upon a change in control .
Compensation Structure Analysis
- Pay mix levered to performance: STI funded by STI AOI; LTIs split across time-based RSUs and performance-based PSUs (organic sales growth and rTSR), with multi-year measurement periods .
- Special RSU award in July 2024 (grant-date fair value $450,000) designed for retention and recognition during dual-role transition; vests in March 2026 subject to continued employment and excludes retirement acceleration—a retention mechanism limiting near-term liquidity .
- Ownership alignment: 2.5x salary guideline attained; hedging/pledging prohibited; beneficial ownership modest (<1%), with significant unvested equity scheduled to vest through 2027, aligning incentives to ongoing execution .
- No tax gross-ups for CIC benefits and clawback policy in place for cash/equity incentives under specified circumstances .
Investment Implications
- Retention and alignment: The July 2024 special RSU award that vests in March 2026, combined with multi-year PSUs tied to organic growth and rTSR, promotes retention and sustained operational execution; retirement eligibility is specifically excluded from accelerating this award, reducing near-term selling pressure from voluntary retirement .
- Pay-for-performance signal: 2024 STI paid at 115.11% of target driven by AOI outperformance (payout factor 133.35%) and product category/ELT objectives—indicates strong operational delivery in areas under Harris’s purview .
- Change-of-control economics: Double-trigger mechanics and defined CIC payouts/benefit continuation reduce windfall risk while providing stability; total CIC package ~$3.51M with stock acceleration reflecting $132.52 share price .
- Governance and risk controls: Ownership guideline compliance, hedging/pledging prohibitions, and clawback policy mitigate misalignment and governance risk; say-on-pay support at ~98% suggests investor endorsement of pay design .