Pamela Bailey
Chair of the Board at ITGR
Board
About Pamela G. Bailey
Pamela G. Bailey (age 76) is the independent Chair of the Board at Integer Holdings (ITGR), serving on the Board since 2002. She is a former CEO of three Washington, D.C.-based trade associations (GMA, Personal Care Products Council, AdvaMed) with earlier senior governmental roles in the White House and HHS, bringing deep health policy and regulatory expertise to ITGR’s boardroom. She is independent under NYSE rules and, as Board Chair, presides over meetings and executive sessions and coordinates board agendas, CEO evaluation, strategy and risk oversight .
Past Roles
| Organization | Role | Tenure (dates as disclosed) | Committees/Impact |
|---|---|---|---|
| Grocery Manufacturers Association (GMA) | President & CEO | Jan 2009 – Aug 2018 | Led major industry trade group; government and policy interface |
| Personal Care Products Council | President & CEO | Apr 2005 – Jan 2009 | Industry leadership and policy advocacy |
| AdvaMed | President & CEO | Jun 1999 – Apr 2005 | World’s largest medtech association; medtech regulatory/policy expertise |
| U.S. Gov’t/Other organizations (incl. White House, HHS) | Senior policy roles | 1970 – 1999 | Health policy and regulatory experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| American Stores, Inc. | Director | Past | Former public company directorship |
| Albertsons, Inc. | Director | Past | Former public company directorship |
| MedCath Corporation | Director | Past | Former public company directorship |
| Timilon Corporation (private) | Director | Past | Private company board |
| Advisory Committee for Trade Policy & Negotiations | Member | Past (2010–2014) | Appointed by President Obama; principal advisory group to USTR |
| Current public company boards | — | None | Matrix shows 0 current/3 past public boards |
Board Governance
| Item | Detail |
|---|---|
| Role | Independent Chair of the Board; Member: Corporate Governance & Nominating; Technology Strategy |
| Independence | Board determined all nominees other than CEO are independent (9 of 10); Bailey is independent |
| Committee chairs | CG&N Committee chaired by W.B. Summers in 2024 (Bailey member); Tech Strategy chaired by M.C. Maxwell |
| Meeting cadence (2024) | Board held 8 meetings; each director attended ≥75% of Board/committee meetings; 100% attendance at 2024 annual meeting |
| Executive sessions | Independent directors meet regularly without management; Chair presides |
| Governance hygiene | Unclassified board, independent chair, no poison pill, anti-hedging/pledging policy, annual say-on-pay |
| ESG & risk oversight | CG&N oversees ESG strategy; Audit oversees financial/cyber risks; Tech Strategy oversees innovation |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $80,000 | Standard non-employee director cash retainer |
| Chair of the Board cash | $60,000 | Additional for Board Chair role |
| Total cash (Bailey) | $140,000 | As paid in 2024 |
| Committee chair/member cash | — | Not applicable to Bailey in 2024 (not a committee chair) |
Performance Compensation (Director)
| Equity (2024) | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs – Board Chair equity retainer | May 22, 2024 | $239,979 | Vests in four equal installments on ~3, 6, 9 months and May 20, 2025 | Chair equity retainer set at $240,000 value; RSU-based, time-vested (no performance metrics) |
Integer does not use performance metrics for director equity; director equity is time-based RSUs with staged vesting; caps on director equity awards and anti-hedging/pledging apply .
Other Directorships & Interlocks
- Current public company directorships: none; past: American Stores, Albertsons, MedCath (public), Timilon (private) .
- Compensation committee interlocks: Compensation & Organization Committee members in 2024 were Antrum, Capps, Hinrichs, Maxwell, Spence; proxy reports no interlocks or insider participation issues. Bailey was not on Comp Committee .
Expertise & Qualifications
- Health care policy/regulatory (White House, HHS; AdvaMed CEO); Executive leadership; Public company governance; Risk management; Human capital/ESG leadership. Board skills matrix reflects Bailey’s strengths in government/regulatory policy, strategic planning, executive leadership, public governance, HSE, among others .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership | 74,624 shares beneficially owned (<1% of outstanding) as of Mar 24, 2025 |
| RSUs counted in 60-day window | 12,790 shares included in beneficial ownership (vested or vesting within 60 days) |
| Stock options | 11,542 outstanding options as of Dec 31, 2024; 8,665 options exercisable within 60 days of Mar 24, 2025 |
| Ownership guidelines | Directors must own ≥6,000 shares within 5 years; all directors have achieved guidelines |
| Hedging/pledging | Prohibited for directors and officers (anti-hedging/pledging policy) |
| Pledged shares | No pledging disclosed; no related-person transactions in 2024 |
Related-Party Exposure and Conflicts
- Related-person transactions policy requires Audit Committee approval for >$120,000 transactions; Board reported no related-person transactions in 2024 .
- Anti-hedging and anti-pledging policy in place; director independence affirmed; no Item 404 relationships for Compensation Committee members reported .
Director Compensation Summary (2024)
| Director | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Pamela G. Bailey | $140,000 | $239,979 | $379,979 |
| Citations: |
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independent, experienced Board Chair with deep regulatory/policy domain knowledge; clear separation of Chair/CEO roles; strong governance practices (no poison pill; annual say-on-pay; prohibitions on hedging/pledging) .
- High board engagement: Board held eight meetings in 2024; each director attended ≥75%; full attendance at 2024 annual meeting .
- Aligned incentives: Director equity delivered as RSUs with ownership guidelines (≥6,000 shares), and Bailey’s holdings substantially exceed guidelines, enhancing alignment .
- Shareholder responsiveness: 98% support on 2024 say-on-pay indicates broad investor support for compensation practices and governance posture .
- Potential watch items:
- None disclosed regarding attendance shortfalls, related-party transactions, pledging/hedging, or committee interlocks; no current external public boards reduce risk of interlocks but also lower external market information flow via board networks .