UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

INTEGER HOLDINGS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 17, 201718, 2018

Dear Stockholder:

You are cordially invited to attend the 20172018 Annual Meeting of Stockholders of Integer Holdings Corporation, which will be held on Tuesday, May 23, 201722, 2018 at 9:00 a.m.2:45 p.m., Central Daylight Time, at the company’s offices located at 2595 Dallas5830 Granite Parkway, Granite Building V, Suite 310, Frisco,140, Plano, Texas 75034.75024.

Details of the business to be conducted at the Annual Meeting are given in the enclosed Notice of Annual Meeting and Proxy Statement. Included with the Proxy Statement is a copy of the company’s 20162017 Annual Report. We encourage you to read this document. It includes information on the company’s operations, markets and products, as well as the company’s audited financial statements.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted. To make it easier for you to vote, we are offering Internet and telephone voting. The instructions included on your proxy card describe how to vote using these services. Of course, if you prefer, you can vote by mail by completing and signing your proxy card, and returning it in the enclosed postage-paid envelope.

We look forward to seeing you at the Annual Meeting.

Sincerely,

INTEGER HOLDINGS CORPORATION

2595 DALLAS PARKWAY, SUITE 310

FRISCO, TEXAS 75034

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 20172018 Annual Meeting of Stockholders of Integer Holdings Corporation will be held at the company’s offices located at 2595 Dallas5830 Granite Parkway, Granite Building V, Suite 310, Frisco,140, Plano, Texas 7503475024 on Tuesday, May 23, 201722, 2018 at 9:00 a.m.2:45 p.m., Central Daylight Time, for the following purposes:

Stockholders of record at 5:00 p.m., Eastern Daylight Time, on April 7, 20176, 2018 are entitled to vote at the Annual Meeting.

Frisco, Texas

April 17, 201718, 2018

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. YOU CAN VOTE YOUR SHARES BY PROXY BY USING ONE OF THE FOLLOWING METHODS: MARK, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE FURNISHED FOR THAT PURPOSE, OR VOTEORVOTE BY TELEPHONE OR THE INTERNET USING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. ANY PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME PRIOR TO ITS USE AT THE 20172018 ANNUAL MEETING OF STOCKHOLDERS. ANY STOCKHOLDER PRESENT AT THE MEETING MAY WITHDRAW HIS OR HER PROXY AND VOTE PERSONALLY ON ANY MATTER PROPERLY BROUGHT BEFORE THE MEETING.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 20172018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 201722, 2018

INTEGER HOLDINGS CORPORATION’S 20172018 PROXY STATEMENT AND 20162017 ANNUAL REPORT ARE

ARE AVAILABLE ATinteger.net/proxyhttp://proxy.integer.net

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TABLE OF CONTENTS

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INTEGER HOLDINGS CORPORATION

PROXY STATEMENT

GENERAL INFORMATION – QUESTIONS AND ANSWERS

Why am I being provided this proxy statement?

Integer Holdings Corporation (“we” or the “Company”) is providing this proxy statement to you because the Board of Directors (the “Board”) is soliciting your proxy to vote your shares of the Company’s common stock at the 20172018 Annual Meeting of Stockholders (the “Annual Meeting”), or any adjournment or adjournments thereof. This proxy statement contains information about matters to be voted upon at the Annual Meeting and other information required by the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”).

We are first sending this proxy statement and the accompanying form of proxy on or about April 18, 2018 to common stockholders of record on or aboutas of April 17, 2017.6, 2018. A copy of the Company’s Annual Report for 2016, including financial statements,2017 accompanies this proxy statement but is not part of the proxy solicitation materials.

Where and when will the Annual Meeting be held?

The Annual Meeting will be held at the Company’s offices located5830 Granite Parkway, Granite Building V, Suite 140, Plano, Texas 75024 at 2595 Dallas Parkway, Suite 310, Frisco, Texas 75034 at 9:00 a.m.2:45 p.m., Central Daylight Time, on Tuesday, May 23, 2017.22, 2018. The Company’s mailing address is 2595 Dallas Parkway, Suite 310, Frisco, Texas 75034, and its telephone number is (214)618-5243.

Who is entitled to vote at the Annual Meeting?

Common stockholders of record at 5:00 p.m., Eastern Daylight Time, on April 7, 20176, 2018 are entitled to vote at the Annual Meeting. At that time, the Company had outstanding 31,298,60632,011,286 shares of common stock, $0.001 par value per share (“common stock”). Each share of common stock is entitled to one vote. Shares may not be voted at the Annual Meeting unless the owner is present or represented by proxy, as more fully explained in this proxy statement. An individualIndividuals who holds shares of common stock under the Integer Holdings Corporation 401(k) Retirement Plan (the “Company 401(k) Plan”) isare entitled to vote those shares of common stock held in their account.accounts.

How can I give my proxy or vote?

You can give your proxy by completing, signing, dating and returning the physical proxy card accompanying this proxy statement or vote by utilizing the telephone or Internet voting procedures described on the proxy card. The telephone and Internet voting procedures are designed to authenticate that you are a stockholder by use of a control number and allow you to confirm that your instructions have been properly recorded. If you are a stockholder of record, the method by which you vote will not limit your right to vote at the Annual Meeting if you later decide to attend in person.

May I revoke my proxy?

Depending on howHow you hold your shares (stockholder of record or beneficial owner), determines how and when you may revoke your proxy. A stockholder of record may revoke a proxy that has been previously given at any time before it is exercised by giving written notice of such revocation or by delivering a later dated proxy, in either case, to the Corporate Secretary, at 10000 Wehrle Drive, Clarence, New York 14031, or by voting in person at the Annual Meeting. A beneficial owner must follow the instructions from his or her broker, bank or other intermediary to revoke his or her previously given proxy.

How will my proxy be voted?

Your proxy will be voted in accordance with the direction you provide, if any. If you sign, date and return your proxy card but do not specify how you want to vote your shares, your shares will be voted FOR the election as directors of the nineten persons named under the section titled “Nominees for Director”; FOR re-approving the Integer Holdings Corporation Executive Short Term Incentive Compensation Plan; FOR ratifying the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as the independent registered public accounting firm of the Company for fiscal year 2017;2018; and FOR approving, on an advisory basis, the compensation of the Company’s Named Executive Officers; and in favor of “one year” with respect to the frequency of future votes, on an advisory basis, on the compensation of the Company’s Named Executive Officers.Officers (as defined herein).

What is required for a quorum at the Annual Meeting?

The presence in person or by proxy of the holders of a majority of the issued and outstanding shares of common stock constitutes a quorum for the transaction of business at the Annual Meeting. Brokernon-votes will be counted as being present or represented at the Annual Meeting for purposes of establishing a quorum, but, under NYSE rules, brokers will not be permitted to vote in the election of directors on the proposal to approve the Company’s Executive Short Term Incentive Compensation Plan,or on the advisory vote to approve the compensation of the Company’s Named Executive Officers, or on the advisory vote on the frequency of future advisory votes on compensation of the Named Executive Officers unless specific voting instructions are provided to the broker. We therefore encourage beneficial owners of shares whose shares are held in street name to direct their vote for all agenda items on the form of proxy or instruction card sent by their broker, bank or other intermediary.

What vote is required to elect directors?

Directors will be elected by a plurality of votes cast. This means the ten nominees for election as directors who receive the highest number of “FOR” votes will be elected as directors. Withheld votes and brokernon-votes will have no effect on the outcome of the voting to elect directors.

What happens if an incumbent director nominee does not receive a majority of votes cast in favor of his or her election?

Under the Company’s Corporate Governance Guidelines, any nominee for director who receives a greater number of “withhold” votes than “for” votes is expected to tender his or her resignation to the Board for consideration in accordance with the Corporate Governance Guidelines.

What approvalvote is necessary to approve Proposals 2 3, 4 and 5?3?

For each of Proposals 2, 3 and 4, theThe affirmative vote of a majority of the votes cast at the Annual Meeting is required to: approve the Integer Holdings Corporation Executive Short Term Incentive Compensation Plan;to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2017;2018 and to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers. For Proposal 5, the Company will treat the option selected by the affirmative vote of a plurality of the votes cast at the Annual Meeting as the option approved by stockholders. An abstention will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of directors, the approval of the Integer Holdings Corporation Executive Short Term Incentive Compensation Plan, approval of the ratification of Deloitte & Touche as the independent registered public accounting firm for the Company for fiscal year 2017,2018 or the advisory vote to approve the compensation of the Company’s Named Executive Officers, or the advisory vote on the frequency of future advisory votes on compensation of the Company’s Named Executive Officers. Brokernon-votes will not constitute votes cast on the election of directors, approval of the Integer Holdings Corporation Executive Short Term Incentive Compensation Plan, the vote to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers or the advisory vote on the frequency of future advisory votes on compensation of the Named Executive Officers and therefore will have no effect on the outcome of any of these proposals.that proposal.

Who is paying for the solicitation of proxies?

The Company will bear the cost of soliciting proxies in the accompanying form of proxy. We are making this solicitation by mail, by telephone and in person using the services of some employees of the Company or its subsidiaries at nominal cost. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for expenses they incur in sending proxy materials to beneficial owners of the common stock.

What do I have to bring in order to attend the Annual Meeting in person?

In order to be admitted to the Annual Meeting, you will need to bring a valid photo ID or other satisfactory proof of identification. If you are a beneficial owner, you must also bring evidence of your share ownership that can include a notice from your broker, bank or other intermediary regarding the availability of these proxy materials or a recent account statement or letter from the bank, broker or other intermediary that holds your shares and confirms your beneficial ownership of those shares.

How do I propose actions for the 20182019 Annual Meeting of Stockholders?

In order for a shareholder proposal for the 20182019 Annual Meeting of Stockholders to be eligible for inclusion in the Company’s proxy statement, we must receive it, at our principal executive offices, no later than December 18, 2017.19, 2018. You must provide your proposal to us in writing and your notice must contain the information required by the Company’s bylaws.

The proposal should be submitted to the Company’s principal executive offices in Frisco, Texas and should be directed to the Senior Vice President, General Counsel & Secretary of the Company.

The Company’s bylaws provide that no business may be brought before an annual meeting of stockholders unless it is specified in the notice of the meeting or is otherwise brought before the meeting by the Board or by a stockholder entitled to vote who has delivered notice to the Company (containing the information specified in the bylaws) not later than 90 days nor more than 120 days in advance of the anniversary date of the prior year’s annual meeting of stockholders. These requirements are separate from and in addition to the SEC’s requirements that a stockholder must meet in order to have a shareholderstockholder proposal included in the Company’s proxy statement. A stockholder wishing to submit a proposal for consideration at the 20182019 Annual Meeting of Stockholders, which is not submitted for inclusion in the proxy statement, should do so between January 23, 201822, 2019 and February 22, 2018.21, 2019.

COMPANY PROPOSALS

PROPOSAL 1 – Election of Directors

Shares represented by properly executed proxies will be voted, unless authority is withheld, for the election as directors of the Company of the following nineten persons nominated by the Board, to hold office until the 20182019 Annual Meeting of Stockholders and until their successors have been elected and qualified. Each of the nominees listed below was elected at the 20162017 Annual Meeting of Stockholders except for Mr. Spence,Hinrichs, who was appointed as a director on October 17, 2016February 12, 2018 upon the recommendation of the Corporate Governance and Nominating Committee. In 2016,2017, the Board determined that the Company would benefit by having an additional director with industryfinancial experience on its Board and it asked Mr. Spence, the former Chairman and Chief Executive Officer of Lake Region Medical,Hinrichs to serve on the Board.

If any nominee for any reason should become unavailable for election or if a vacancy should occur before the election (which events are not expected), the shares of common stock voted for such nominee and represented by the proxies will be voted for such other person, if any, as the Corporate Governance and Nominating Committee shall designate as a nominee. Information regarding the nominees standing for election as directors is set forth below:

Nominees for Director

Pamela G. Bailey is 68,69, is Chair of the Corporate Governance and Nominating Committee, a member of the Compensation and Organization Committee, and has been a director since 2002.

Ms. Bailey has been President and Chief Executive Officer of The Grocery Manufacturers Association (“GMA”), a Washington, D.C. based trade association, since January 2009. From April 2005 until January 2009, she was President and Chief Executive Officer of the Personal Care Products Council. Ms. Bailey served as President and Chief Executive Officer of the Advanced Medical Technology Association (“AdvaMed”), the world’s largest association representing the medical technology industry, from June 1999 to April 2005. From 1970 to 1999, she served in the White House, the Department of Health and Human Services and other public and private organizations with responsibilities for health care public policy. Ms. Bailey is a director of the Reagan-Udall Foundation, a 501(c)(3) organization created by Congress to advance the mission of the Food and Drug Administration by advancing regulatory science and research. She formerly served as a director of Albertsons, Inc., MedCath Corporation, and The National Food Laboratory, Inc.

Ms. Bailey’s 40 years of health care public policy experience with both public and private organizations, including service in the White House, the Department of Health and Human Services, and as President and Chief Executive Officer of AdvaMed, gives her a unique perspective on a variety of health care-related issues. With over 20 years of chief executive officer experience at GMA, the Personal Care Products Council, AdvaMed, and other Washington-based health care trade associations, Ms. Bailey brings to the Board demonstrated management ability at senior levels. This experience, together with her experience gained as a director of Albertsons and MedCath, supports her continued service as a member of the Board.

Joseph W. Dziedzic is 4849 andhas been a director since February 2013.

Mr. Dziedzic was appointed as Interim President and Chief Executive Officer of the Company on July 16, 2017, having serviced in an interim role in that position since March 27, 2017. Prior to being appointed as the Company’s Interim President and Chief Executive Officer, Mr. Dziedzic served as Chair of the Audit Committee and a member of the Compensation and Organization Committee. From 2009 to 2016, Mr. Dziedzic previously was the Executive Vice President and Chief Financial Officer of The Brink’s Company, a global leader in security-related services for banks, retailers and a variety of other commercial and governmental customers, from 2009 through July 2016, and served in an advisory capacity to that company through September 2016.customers. Prior to joining The Brink’s Company in 2009, he had a20-year career with General Electric, including leadership roles in six different businesses, including General Electric Medical Systems. He is a director of the YMCA of Greater Richmond.

Mr. Dziedzic has over 25 years of experience in global operations and financial and accounting matters. The depth and breadth of Mr. Dziedzic’s global operating and financial experience and his role as the Company’s Interim President and Chief Executive Officer support his continued service as a member of the Board.

James F. Hinrichs is 50, is a member of the Audit Committee and a member of the Compensation and Organization Committee, and has been a director since February 2018.

Mr. Hinrichs served as Executive Vice President and Chief Financial Officer of Alere, Inc. from April 2015 until its sale to Abbott Labs in October 2017. From December 2010 through March 2015, he served as Chief Financial Officer of CareFusion Corporation prior to its sale to Becton Dickinson. Mr. Hinrichs previously served as CareFusion’s Senior Vice President, Global Customer Support, and as its Senior Vice President, Controller. Prior to joining CareFusion upon its spin off from Cardinal Health, Inc., he worked for five years at Cardinal Health in various positions including Executive Vice President and Corporate Controller of Cardinal Health and as Executive Vice President and Chief Financial Officer of its Healthcare Supply Chain Services segment. He joined Cardinal Health following more than a decade of finance and marketing roles at Merck & Co. He is a director of Orthofix International N.V. and serves as chair of its Audit and Finance Committee and a member of its Nominating & Governance Committee.

Mr. Hinrichs has over 25 years of experience in financial and accounting matters at companies in the medical device and pharmaceutical industries. The depth and breadth of his financial experience support his continued service as a member of the Board.

Jean Hobby is 56,57, is Chair of the Audit Committee and a member of the Science and Technology Strategy Committee, and has been a director since July 2015.

Ms. Hobby served as a global strategy partner at PricewaterhouseCoopers, LLP from 2013 until she retired in June of 2015 following a 33 year career at that firm. Prior to 2013, Ms. Hobby served as PricewaterhouseCoopers’ Technology, Media and Telcom Sector Leader from 2008 to 2013, and as its Chief Financial Officer from 2005 to 2008. She joined PricewaterhouseCoopers in 1983 and became a partner in 1994. Ms. Hobby is also a director of Texas Instruments Incorporated and serves on its audit committee.Audit Committee, and CA, Inc. and serves on its Audit Committee.

The depth and breadth of Ms. Hobby’s 33 years of experience in global operations and financial and accounting matters support her continued service as a member of the Board.

M. Craig Maxwell is 58,59, is Chair of the Science and Technology Strategy Committee and a member of the Audit Committee, and has been a director since July 2015.

Mr. Maxwell is the Vice President and Chief Technology and Innovation Officer for Parker Hannifin Corporation, a Fortune 250 company located in Cleveland, Ohio that is one of the global leaders in motion and control technologies and systems, providing precision-engineered solutions for a variety of mobile, industrial, medical and aerospace markets. Mr. Maxwell’s responsibilities include leading Parker Hannifin in new and emerging markets and implementing Parker Hannifin’s new product development process. Additionally, Mr. Maxwell is responsible for Parker Hannifin’s technology incubator designed to facilitate cross group opportunities that leverage the company’s portfolio of products and technology to develop emerging opportunities.

As Vice President and Chief Technology and Innovation Officer for Parker Hannifin, Mr. Maxwell leads that company’s innovation research that commercializes new technologies. Through this service, he has gained management experience at senior levels. These attributes provide the Company valuable insight into developing new technologies to support future growth and support Mr. Maxwell’s continued service on the Board.

Filippo Passerini is 59,60, is a member of the Science and Technology Strategy Committee and a member of the Corporate Governance and Nominating Committee, and has been a director since July 2015.

Mr. Passerini is an Operating Executive in U.S. Buyouts for the Carlyle Group, a company he joined in July of 2015 following his retirement from a33-year career at the Procter & Gamble Company. He joined Procter & Gamble in 1981 and held executive positions in Italy, Turkey, United Kingdom, Greece, Latin America and the United States. Prior to his retirement, Mr. Passerini served as Procter & Gamble’s Group President, Global Business Services and Chief Information Officer, positions he held from 2004 and 2005, respectively. He oversaw over 170 distinct services in 70 countries and led the integration of Procter & Gamble’s IT and Business Services groups, one of the largest shared services organizations in the world. Mr. Passerini is a director of United Rentals, Inc. and serves on its auditAudit and compensation committees,Compensation Committees, and of ABM Industries Incorporated and serves as chairChair of its strategyStrategy & Enterprise Risk Committee and enterprise risk committee and is a member of its compensation committee, and of Poste Italiane and serves on its compensation and risk committees.Compensation Committee.

Mr. Passerini brings to the Company over three decades of global experience in operations, digital technology, and general management roles. He is globally recognized as an informationdigital technology and shared services thought leader, known for creating new, progressive business models and driving innovation. Mr. Passerini’s extensive background and experience supports his continued service as a member of the Board.

Bill R. Sanford is 73,74, is Chairman of the Board, is a member of the Corporate Governance and Nominating Committee, and has been a director since 2000.

Mr. Sanford is Chairman of Symark LLC, a company he founded in 1979 that focuses on the development and commercialization of medical devices, bioscience inventions, nanotechnology, and advanced technology systems, products and services. He has broad experience as a board member and advisor of numerous public and privatefor-profit companies,not-for-profit organizations, investment limited partnerships and venture capital firms. Mr. Sanford is Executive Founder and retired Chairman, President and Chief Executive Officer of Steris Corporation, retired director of KeyCorp and KeyBank N.A., trustee of Cleveland Clinic, trustee emeritus of Case Western Reserve University and Kansas State University, Foundation, former director of AdvaMed, and a Fellow of the American Institute for Medical and Biological Engineering (AIMBE).

Mr. Sanford has extensive public company, merger and acquisition, operations integration, marketing and sales, new venture, turnaround and market development experience. He has led public and private company financings, including initial and secondary public stock offerings, structured debt financings, public stock mergers, private equity and venture capital investments. Mr. Sanford’s background and expertise, including his substantial involvement in the medical device industry, support his continued service as a member of the Board.

Peter H. Soderberg is 70,71, is Chair of the Compensation and Organization Committee, a member of the Audit Committee, and has been a director since 2002.

Mr. Soderberg is managing partner of Worthy Ventures Resources, LLC, a private investment company he founded in February 2010. He retired in January 2010 as President and Chief Executive Officer ofHill-Rom Holdings, Inc. (formerly Hillenbrand Industries), a position he held since March 2006. From January 2000 to March 2006, he was President and Chief Executive Officer of Welch Allyn, Inc., and for the seven years prior to that, Chief Operating Officer of Welch Allyn’s medical products business. Mr. Soderberg also held a number of positions over a23-year career with Johnson & Johnson, where his final position was as president of one of its operating subsidiaries. Until his retirement, he also had served on the board of directors ofHill-Rom and AdvaMed. Mr. Soderberg currently serves as a director and senior advisor to the CEO of two privately-held medtech companies. He is a director and chairman of the board of Tactile Systems Technology, Inc., and as board executive committee member and senior advisor to the CEO of EarlySense, an Israeli privately-held medtech company. Mr. Soderberg is a former director of St. Vincent Health System (Indianapolis), Constellation Brands, Inc. and Welch Allyn.

Having served in the roles of President and Chief Executive Officer ofHill-Rom and Welch Allyn, Mr. Soderberg has significant management experience and business understanding. Running a public company gave Mr. Soderberg front-line exposure to many of the issues facing public companies, particularly on the operational, financial and corporate governance fronts. His deep knowledge of health care policy and patient care delivery, gained through his long career in the health care industry, provides our Board with a valuable perspective on the priorities of and challenges facing our major customers. These attributes support Mr. Soderberg’s continued service as a member of the Board.

Donald J. Spence is 63,64, is a member of the Science and Technology Strategy Committee and has been a director since October 2016.

Donald J. Spence was appointed President and Chief Executive Officer of Cerêve, Inc.,Ebb Therapeutics, a company in the business of developing and marketing medical products for the treatment of insomnia, on March 1, 2017. He had been chairman and chief executive officer of Lake Region Medical from 2010 until its acquisition by the Company in October of 2015. From 2005 to 2008, Mr. Spence served as president of the Sleep and Home Respiratory Group for Philips Respironics, and from 2008 to 2010 as chief executive officer of Philips Home Healthcare Solutions. Prior to that, he spent eight years with GKN Sinter Metals, as senior vice president for global sales and marketing (1998-2001) and as president (2001-2005). Prior to 1998, Mr. Spence served in a number of roles at BOC Group, plc over a15-year career at that company including President, Ohmeda Medical Systems (1997-1998). Mr. Spence serves on the board of directors of a privately held medtech company.

Having served in the role of Chairman and Chief Executive Officer of Lake Region Medical and in senior management roles with other companies prior to that, Mr. Spence has significant management experience and business understanding of a medical technology and device company. Mr. Spence’s background and expertise in the medical device industry support his continued service as a member of the Board.

William B. Summers, Jr. is 66,67, is a member of the Compensation and Organization Committee, a member of the Corporate Governance and Nominating Committee, and has been a director since 2001.

Mr. Summers retired in June 2006 as Chairman of McDonald Investments Inc., a position he had held since 1998. He also held the additional positions of President (from 1989 through 1998) and Chief Executive Officer (from 1994 through 1998) of that investment company. Mr. Summers serves on the board of directors of RPM International, Inc. and is a member of its audit committee. He also serves on the advisory boards of Molded Fiberglass Companies and Citymark Capital, and on the board of The Rock and Roll Hall of Fame and Museum, Baldwin-Wallace University, United States Army War College Foundation, and the Convention and Visitors Bureau of Greater Cleveland, Inc. Mr. Summers previously served as chairman of the board of the National Association of Securities Dealers, as chairman of the board of the NASDAQ Stock Market, and as a director of NYSE. He is a former director of Developers Diversified Realty, Inc., McDonald Investments Inc., Cleveland Indians Baseball Company, and Penton Media Inc.

Through his positions with McDonald Investments, Mr. Summers gained leadership experience and extensive knowledge of complex financial and operational issues. In addition, through his service with the NASDAQ Stock Market and NYSE and on the boards of other public companies, Mr. Summers has gained valuable experience dealing with the capital markets, accounting principles and financial reporting rules and regulations, evaluating financial results and generally overseeing the financial reporting process of large public corporations. This experience supports Mr. Summers’ continued service as a member of the Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR

PROPOSAL 2 – Approval of the Integer Holdings Corporation Executive Short Term Incentive Compensation Plan, as amended

The Company is seeking stockholder approval of the Integer Holdings Corporation Executive Short Term Incentive Compensation Plan, as amended (the “Executive STIC Plan”). The Executive STIC Plan was previously adopted by our Board and approved by our stockholders in 2007 and re-approved by our stockholders in 2012 as part of our continuing program to attract, retain and motivate qualified executives. The Executive STIC Plan was amended and re-adopted by the Board in February of 2017. The Executive STIC Plan permits the awarding of cash and equity bonuses to the Company’s Chief Executive Officer and other designated officers of the Company based on the achievement of pre-established performance goals. The Company is asking stockholders to approve the material terms of the performance goals under the Executive STIC Plan in accordance with the stockholder approval requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder (“IRC”).

IRC §162(m) limits the deductibility of compensation in excess of $1 million paid to the Company’s Chief Executive Officer and to each of the other three most highly compensated officers of the Company (not including the Company’s Chief Financial Officer), unless, among other available exceptions, the compensation qualifies as “qualified performance-based compensation.” Compensation qualifies as qualified performance-based compensation if the following four criteria are met:

We are seeking stockholder approval of the Executive STIC Plan in order to meet the third requirement listed above.

However, notwithstanding whether or not such stockholder approval of the Executive STIC Plan is obtained, nothing precludes the Compensation and Organization Committee (the “Compensation Committee”) of the Board from exercising its discretion to make any payments or to grant any awards to any employee of the Company whether or not such payments or awards qualify for tax deductibility under IRC §162(m).

A summary of the material terms of the Executive STIC Plan follows below.

Purpose – The primary purpose of the Executive STIC Plan is to attract, motivate, and retain highly qualified executives on a competitive basis and to provide financial incentives to those executives in order to promote the success of the Company. Another purpose of the Executive STIC Plan is to preserve, for federal income tax purposes, the deductibility of bonus awards made under the Executive STIC Plan.

Administration – The Compensation Committee is responsible for administering the Executive STIC Plan. Each current member of the Compensation Committee is an “outside director” as defined for purposes of IRC §162(m). Pursuant to the terms of the Executive STIC Plan, the Compensation Committee has the sole discretion and authority to administer and interpret the terms and provision of the Executive STIC Plan. In addition, the Compensation Committee has the sole authority, in accordance with the limitations established by the Executive STIC Plan, to establish, adjust, pay or decline to pay bonus awards under the Executive STIC Plan.

Eligibility and Participation – The Chief Executive Officer and other officers designated by the Compensation Committee are eligible to participate in the Executive STIC Plan. With respect to each fiscal year, participants in the Executive STIC Plan are designated by the Compensation Committee within 90 days of the beginning of such fiscal year. For each fiscal year, the participants are expected to be the Chief Executive Officer, other officers of the Company who the Compensation Committee anticipates will be “covered employees” (as such term is defined in IRC §162(m)—generally the principal executive officer and the next three most highly-compensated officers other than the principal financial officer), and other officers designated by the Compensation Committee. The Company currently has approximately seven employees who it expects would be eligible to participate in the Executive STIC Plan.

Bonus Opportunity Determination – For each fiscal year, the objective performance goal(s) and terms and conditions for the determination and payment on the bonus opportunity for each participant will be set by the Compensation Committee within the first 90 days of such fiscal year. At the time that performance goals are set for each participant for the fiscal year, the Compensation Committee shall establish a maximum award opportunity for each such participant for that year, which maximum bonus opportunity shall be expressed as a percentage of that participant’s base salary and as a maximum dollar amount. Subject to the maximum bonus award limitation described below, actual award opportunities will be established by the Compensation Committee in its sole discretion and will be based on Company or individual performance and competitive pay levels.

Maximum Bonus Award – The maximum bonus award that a participant may be paid under the Executive STIC Plan for a fiscal year cannot exceed an amount equal to 250% of such participant’s base salary (determined as the greatest of (i) annualized salary as of the first day of the Company’s current fiscal year, (ii) annualized salary as of the date the performance goal(s) are established, or (iii) if the annualized salary is increased after the date the performance goals are established, the annualized salary paid for the fiscal year). Notwithstanding the foregoing, no participant may receive any bonus award under the Executive STIC Plan that is greater than $10 million for any fiscal year.

Share Denominated Awards – To the extent that all or a portion of a bonus for a fiscal year is to be made in restricted stock or restricted stock units (a “Share Denominated Award”), the maximum award that may be paid to a participant in respect of the fiscal year will be determined using the fair market value (as defined in the Executive STIC Plan) of the common stock underlying the Share Denominated Award as of the date of the award. Any Share Denominated Award will be made under, and be subject to the terms and conditions of, an equity plan that has been approved by the Company’s stockholders.

Performance Goals – Performance goals, which may be determined on a U.S. Generally Accepted Accounting Principles (“GAAP”), adjusted and/or non-GAAP basis by the Compensation Committee in accordance with IRC §162(m): (1) earnings or diluted earnings per share; (2) pro-forma earnings or diluted earnings per share; (3) net earnings (either before or after interest, taxes, depreciation and amortization); (4) economic value-added (as determined by the Compensation Committee); (5) sales or revenue; (6) net income (either before or after taxes); (7) operating earnings or income; (8) cash flow (including, but not limited to, operating cash flow and free cash flow); (9) cash flow return on capital; (10) return on investment; (11) return on stockholders’ equity; (12) return on assets or net assets; (13) return on capital; (14) stockholder returns; (15) return on sales; (16) improvements in capital structure; (17) capital expenditures; (18) gross or net profit margin; (19) productivity; (20) product quality; (21) expense; (22) margins; (23) operating efficiency; (24) cost or debt reduction or savings; (25) customer satisfaction; (26) working capital; (27) price per share of common stock; (28) market share; (29) credit rating; (30) improvements in workplace diversity, inclusion or culture; (31) employee retention; (32) business expansion or consolidation (acquisitions, divestiture and integration); and (33) strategic plan development and implementation, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Compensation Committee, in its discretion, may, to the extent permitted by IRC §162(m), adjust or modify the calculation of performance goals for any period in order to prevent the dilution or enlargement of the rights of the participants to the Executive STIC Plan (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (ii) in recognition of, or in anticipation of, any other extraordinary, unusual or non-recurring items as described in applicable accounting standards or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s Forms 10-K or 10-Q for the applicable year, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.

Payment of Bonus Awards – After the end of each fiscal year, the Compensation Committee will determine and certify in writing whether the performance goal(s) for the fiscal year with respect to a participant was met and determine the amount of bonus to be paid or awarded to such participant in accordance with the limitations established by the Executive STIC Plan. In its discretion, the Compensation Committee may reduce, but not increase, the bonus payable to a participant based on such objective or subjective factors as it may determine. Following the Compensation Committee’s determination and certification, bonus awards will be paid in cash, except that Share Denominated Awards may be paid in cash or shares of common stock. Participants will be permitted to defer payment of all or a portion of their bonus awards in accordance with the terms of any deferred compensation plan the Company may adopt.

Death, Disability, Retirement or Other Termination of Employment – Except as otherwise set forth in any award agreement for any Share Denominated Award, in the event of the death, disability, retirement or other termination of employment of a participant during a fiscal year, the Compensation Committee shall, in its discretion, have the ability to award to such participant (or the representative of the participant’s estate) an equitably prorated portion of the bonus award opportunity amount, which otherwise would have been earned by such participant based on actual achievement of the performance goal(s) for the entire fiscal year. In the event of the death of a participant after the end of a fiscal year and prior to any payment required, such payment shall be made to the representative of the participant’s estate.

Amendment and Termination – The Board of Directors may, at any time, amend the Executive STIC Plan or terminate or suspend the Executive STIC Plan; provided that no amendment shall be made that would cause bonuses payable under the Executive STIC Plan to fail to qualify for the qualified performance-based compensation exemption. An amendment to the Executive STIC Plan does not require stockholder approval, unless such approval is required by IRC §162(m). Upon termination of the Executive STIC Plan, all rights of a participant with respect to any fiscal year that has not ended on or prior to the effective date of such termination shall become null and void.

The above summary of the Executive STIC Plan is qualified by reference to the full text of the Executive STIC Plan, which is set forth asExhibit A hereto.

Estimate of Benefits Payable under the Executive STIC Plan

The amount of the incentive compensation bonus awards to be paid under the Executive STIC Plan for future periods depends on Company performance, individual performance and the discretion of the Compensation Committee. Accordingly, the amount of the incentive compensation bonus awards to be paid to participants under the Executive STIC Plan for 2017 is not currently determinable. For executive officers (including the Named Executive Officers) of the Company, the individual target bonus award under the Executive STIC Plan for 2017 range from 45% to 100% of base salary, or approximately $112,500 to $800,000. The incentive compensation bonus awards paid under the Executive STIC Plan to the Named Executive Officers for 2016 are set forth in the 2016 Summary Compensation Table and are described in the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

THE APPROVAL OF THE INTEGER HOLDINGS CORPORATION EXECUTIVE SHORT TERM INCENTIVE COMPENSATION PLAN, AS AMENDED

PROPOSAL 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm

On the recommendation of the Audit Committee, Deloitte & Touche has been appointed by the Board as the Company’s independent registered public accounting firm for fiscal year 2017, a capacity in which it2018. Deloitte & Touche has served as the Company’s auditor since 2000.1985. Although stockholder approval is not required, the Company has determined that it is desirable to request that the stockholders ratify the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm for fiscal year 2017.2018. In the event the stockholders fail to ratify the appointment, the Board will reconsider this appointment and make such a determination as it believes to be in the Company’s best interests. Even if the appointment is ratified, the Board, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board determines that such a change would be in the Company’s best interests. Representatives of Deloitte & Touche are expected to be present at the Annual Meeting. The representatives may, if they wish, make a statement and, it is expected, will be available to respond to appropriate questions.

The following table sets forth the aggregate fees billed by Deloitte & Touche for services provided to the Company during fiscal years 20162017 and 2015:2016:

Audit CommitteePre-Approval Policy on Audit andNon-Audit Services. As.As described in the Audit Committee charter, the Audit Committee must review andpre-approve both audit andnon-audit services to be provided by the Company’s independent registered public accounting firm (other than with respect tode minimis exceptions permitted by RegulationS-X, Rule2-01(c)(7)(i)(C)). This duty may be delegated to one or more designated members of the Audit Committee with any suchpre-approval reported to the Audit Committee at its next regularly scheduled meeting. None of the services described above were performed by Deloitte & Touche under thede minimis exception rule.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 20172018

PROPOSAL 43 – Advisory Vote on Compensation of the Named Executive Officers

As required pursuant to Section 14A of the Exchange Act of 1934, as amended (the “Exchange Act”), the Company seeks your advisory vote on a resolution to approve the compensation of our Named Executive Officersnamed executive officers as disclosed in this proxy statement. Our named executive officers are the Chief Executive Officer, the Chief Financial Officer, the next three highest paid executive officers, our former President & Chief Executive Officer, our former Executive Vice President & Chief Financial Officer, our former interim Chief Financial Officer, and our former Executive Vice President for Global Operations& Chief Human Resources Officer (“Named Executive Officers”). Although your vote is advisory and will not be binding on the Board or the Company, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation. Unless the Board modifies its policy on the frequency of future advisory votes in connection with the outcome of the stockholders vote from Proposal 5, theThe next advisory vote on the compensation of our Named Executive Officers will be held at the 20182019 Annual Meeting of Stockholders.

The Company’s executive compensation programs have played an important role in our ability to drive financial results and attract and retain a highly experienced, successful management team. We believe that our executive compensation programs are structured to support the Company’s business objectives. We closely monitor the compensation programs and pay levels of executives from companies of similar size and complexity to ensure that our compensation programs are within the norm of a range of market practices. As discussed below in the CD&A section, the Company’s compensation for its Named Executive Officers includes the following elements:

The text of the resolution in respect of Proposal 43 is as follows:

“Resolved, that the stockholders approve, on anon-binding basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL, ON AN

ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

PROPOSAL 5 – Advisory Vote on the Frequency of Future Advisory Votes on Compensation of the Named Executive Officers

In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the related rules of the SEC, the Company seeks your advisory vote on the frequency of holding future stockholder advisory votes on the compensation of our Named Executive Officers. Currently, an advisory vote on the compensation of our Named Executive Officers is provided to the Company’s stockholders every year. In particular, we are asking whether future advisory votes should occur every one, two or three years.

The stockholder advisory vote on the compensation of our Named Executive Officers is very important to the Company. We believe an annual stockholder vote enhances stockholder communication by providing a clear, simple means for the Company to obtain information on investor sentiment about our executive compensation programs. The Company believes that an advisory vote every year will be the most effective timeframe for the Company to respond to stockholders’ feedback and provide the Company with an opportunity to engage with stockholders to understand and respond to voting results.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR A FREQUENCY OF

“ONE YEAR” FOR FUTURE ADVISORY STOCKHOLDER VOTES TO APPROVE THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS

PRINCIPAL BENEFICIAL OWNERS OF SHARES

The following table sets forth certain information with respect to all persons known to the Company to be the beneficial owner of more than 5% of its outstanding common stock as of April 7, 2017.6, 2018. We have based our calculation of the percentage of common stock owned based upon 32,011,286 shares outstanding as of April 6, 2018.

STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The beneficial ownership of common stock by each of the directors, each of the Named Executive Officers, and by all directors and executive officers as a group is set forth in the following table as of April 7, 2017,6, 2018, together with the percentage of total shares outstanding represented by such ownership. For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule13d-3 under the Exchange Act, under which, in general, a person is deemed to be the beneficial owner of a security if that person has or shares the power to vote or to direct the voting of the security or the power to dispose or to direct the disposition of the security, or if he or she has the right to acquire the beneficial ownership of the security within 60 days. We have based our calculation of the percentage of common stock owned based upon 32,011,286 shares outstanding as of April 6, 2018.

Section 16(a) Beneficial Ownership Reporting Compliance.Under Section 16(a) of the Exchange Act, the Company’s directors and Section 16 officers are required to report their beneficial ownership of the common stock and any changes in that beneficial ownership to the SEC and the NYSE. The Company believes that these filing requirements were satisfied during fiscal year 2016, except that Thomas J. Hook, the Company’s former President and Chief Executive Officer, filed one amended report to correct the over-reporting of a stock option grant, and Michael Dinkins, the Company’s former Chief Financial Officer, filed one amended report to correct the underreporting of a sale of shares.2017. In making the foregoing statement, the Company has relied on copies of the reporting forms received by it or on the written representations from the persons required to report.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

2017 Management Transition. In July 2017, we completed a management transition with the appointment of Joseph W. Dziedzic as our President & Chief Executive Officer. His appointment followed the May 2017 appointment of Gary J. Haire as our Chief Financial Officer. These experienced executives, along with our other executive officers, have formed a strong, collaborative leadership team that is highly motivated to deliver on our strategic priorities to drive stockholder return over the long term and our commitment to our customers and associates.

Introduction. This CD&A describes the compensation of our named executive officers (“Named Executive Officers”)Officers during fiscal 2016.2017. Our Named Executive Officers for 20162017 were:

Fiscal 20162017 Performance. Financial results in 20162017 were disappointing, as westrong. We were not able to materially advance our financial objective of driving mid-single digit top line revenue and double digitgrowth. However, bottom line operating profit growth, inwhile improved over 2016 results, continues to be an area of emphasis as it did not grow at a rate our core business. Giving effect to the Lake Region Medical transaction and spin-off of Nuvectra Corporation, ourrevenue growth would have suggested. Our revenues decreasedincreased 5.4% from $1.443$1.387 billion in 20152016 to $1.386$1.462 billion in 2017, adjusted operating income increased 2.3% from $177 million in 2016 to $181 million in 2017, and our adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) decreasedper share increased from $304 million$2.68 in 20152016 to $280 million$2.81 in 2016.2017. See “Strategic and Financial Overview” in Part II, Item 7 of our 20162017 Form10-K and our Current Report on Form 8-K filed with the SEC on February 27, 2017, for a reconciliation of these adjusted amounts to those calculated in accordance with GAAP. Total stockholder return (“TSR”) of negative 42.7%52.5% for fiscal year 2016,2017, measured as the increase or decreasechange in our stock price, compared unfavorablyfavorably to the average TSR of 27.1% for our peer group which was 41.3%.for fiscal 2017.

No 2017 Short Term Incentive (“STI”) Program and Long Term Incentive (“LTI”) Award Designs Reflect our 2017 Transition. While we were still focused on growth in our financial results during 2017, given our concurrent focus on completing the integration of our two legacy companies and undertaking a strategic review of our customers, competitors and markets, we established our STI performance goals to reflect our Company’s expected continued transition during 2017. As a result, we also decided to decrease the maximum potential payout under the 2017 STI program to 150% of the target amount, down from 195% of the target amount under the 2016 STI program, while leaving the threshold payout at 50% of the target amount.

In addition, given our transition during 2017 and the associated difficulty in setting appropriate long-term performance goals, the Financial PSUs and TSR PSUs (each as defined below) equity incentive grants had performance measurement periods of one year and two years, respectively. Given the shorter performance measurement periods for the 2017 PSU grants, we decided to decrease the maximum potential vesting amount of these PSU awards to 150% of the target, down from 200% of the target under the PSU awards granted in 2016. Our PSU grants for 2018 transitioned back to our traditional three-year performance measurement period.

Annual Bonuses andPaid, but No Payouts ofon Previously Issued Performance-Based Equity. As a result of not achieving above target performance against our thresholdSTI program metrics for 2017 with respect to revenue and adjusted EBITDA, performance goal,all of our currently serving Named Executive Officers earned annual bonuses under our STI program. Those of our Named Executive Officers did not receive annual bonuses under our short-term incentive (“STI”) program for 2016. In addition, the Named Executive Officers’who also had been granted performance-based long-term equity incentive (“LTI”)LTI awards in 2015 that were granted in 2014 and eligible to vest in 2016 were2017 saw those awards forfeited as the Company did not meet its threshold TSR performance goal. We believe these outcomes highlight our commitment to apay-for-performance philosophy.

We Emphasize Performance-Based Compensation. As reflected in the charts below, performance-based equity continues to represent the majority of the total direct compensation earned by our former President & Chief Executive Officer and other Named Executive Officers. Total direct compensation refers to base salary, STI compensation (measured by target bonus opportunity for the fiscal year) and target LTI compensation.

The following graphs depict the mix of cash versus equity compensation as a percentage of total direct compensation awarded to our Named Executive Officers for 2016, excluding Mr. Friedman (whose 2016 compensation was negotiated as part of his offer of employment, as described in more detail later in this CD&A), assuming target performance levels for cash incentives and maximum performance levels for equity incentives are achieved:

President & CEO		CFO / EVP Global Operations		Other Named Executive Officers

The following graphs depict the mix of fixed (base salary) versus variable (at risk, all incentive-based) compensation as a percentage of total direct compensation awarded to our Named Executive Officers for 2016, excluding Mr. Friedman (as described above, whose 2016 compensation was set forth in his employment agreement), assuming target performance levels for cash incentives and maximum performance levels for equity incentives are achieved:

President & CEO		CFO / EVP Global Operations		Other Named Executive Officers

Corporate Governance “Best Practices.” Below is a summary of best practices that we havethe Compensation and Organization Committee (the “Compensation Committee”) has implemented with respect to the compensation of our Named Executive Officers because weOfficers. We believe these practices support our compensation philosophy and are in the best interests of our Company and our stockholders.

Say-on-Pay. At our 20162017 Annual Meeting of Stockholders, our stockholders had the opportunity to vote on the compensation paid to our Named Executive Officers. The result of this advisory “say-on-pay”“say-on-pay” vote was overwhelmingly supportive, with 98%96% of votes cast voting in favor of our compensation program for our Named Executive Officers.

Compensation Philosophy

Our compensation philosophy is to provide a competitive compensation package that will attract, retain and motivate our executives to drive the Company’s success through high performance and innovation, to link our executives’ compensation to short- and long-term performance of the Company and to align our executives’ compensation with the interests of our stockholders. The compensation programs for our Named Executive Officers are designed to be consistent with our compensation philosophy.

We have designed our executive compensation programs to include:

Total target compensation opportunities are set within the competitive ranges provided by our peers for comparable positions. However, due to the performance basedperformance-based nature of our program, our executives have the opportunity to earn significantly more than these target amounts if the Company achieves above market performance. This design allows us to attract and retain executives who have the appropriate skill set to develop and execute our strategic plans as we work towards attaining both our short- and long-term financial and strategic objectives. We believe that this approach properly incentivizes our executive officers and provides value to our stockholders. The executive compensation program for our Named Executive Officers allows for flexibility to respond to the evolving business environment, address individual performance and consider internal and external pay equity.

Compensation Committee Practices and Procedures

The Compensation Committee has direct oversight responsibility for the Company’s compensation practices with appropriate approval and general oversight from the Board. This responsibility includes the determination of compensation levels and awards provided to the Named Executive Officers. The Compensation Committee directly engages an independent compensation consulting firm to review the Company’s executive compensation programs and provide guidance on compensation matters and recommendations made by management. In 2016, Ernst2017, Frederick W. Cook & Young LLPCo. (“FW Cook”) advised the Compensation Committee on the Company’s executive compensation programs through August 2016, at which time the Compensation Committee retained Frederick W. Cook & Co. (“FW Cook”) to provide those services. A representativeand representatives of Ernst & Young or FW Cook waswere present in person or by telephonefrom time to time for all meetings held by the Compensation Committee during 2016.2017.

In accordance with SEC and NYSE rules regarding the independence of compensation consultants, the Compensation Committee has considered the other services the independent compensation consulting firms providefirm provides to the Company, the amount of fees paid to the independent compensation consulting firmsfirm by the Company, the independent compensation consulting firms’firm’s policies and procedures designed to prevent conflicts of interest, any business or personal relationship the independent compensation consulting firmsfirm may have with any member of the Compensation Committee, any stock of the Company owned by the independent compensation consulting firms,firm, and any business or personal relationships the independent compensation consulting firms havefirm has with any of the Named Executive Officers. Following that review, the Compensation Committee concluded that neither Ernst & Young’s nor FW Cook’s work for the Compensation Committee raisesdoes not raise a conflict of interest.

The Compensation Committee was also responsible for evaluatingrecommending to the full Board compensation based on the Board’s evaluation of the performance of Mr. Hook,Dziedzic, our former President & Chief Executive Officer. The performance reviews for Mr. HookDziedzic were based on his individual performance as well as on the Company’s performance during the year. The Compensation Committee provided a recommendation for the performance review and any compensation adjustments to the Board for approval. For the other Named Executive Officers, the Compensation Committee considered input and recommendations from Mr. HookDziedzic regarding performance, base salary adjustments and annual STI and LTI programs and award amounts. The Compensation Committee determined the final compensation for those executive officers. Grants of equity-based compensation are approved by the Compensation Committee in accordance with LTI programs established by the Compensation Committee with the assistance of its independent compensation consultant. Although not required by our LTIstock incentive plans, the Board has provided final approval on the equity-based compensation awards for our senior level executives.

During 2016,2017, Kristin Trecker (until her departure from the Company), the Company’s former Executive Vice President & Chief Human Resources Officer, and Timothy G. McEvoy, Senior Vice President, General Counsel & Secretary, attended meetings of the Compensation Committee to provide counsel and assistance to the Compensation Committee as needed. These executives were not present during executive sessions of the Compensation Committee or when items pertaining to their individual compensation were discussed.

Competitive Market Review

The Compensation Committee compares Company performance and compensation programs against a peer group of companies. As a result ofFollowing the Company’s acquisition of Lake Region Medical in October 2015, the Compensation Committee reviewed and updated our peer group to include the seventeensixteen companies shown below to better reflect the changed profile of the Company. We believe that this is an appropriate size for a peer group to obtain a representative sample of our market, while still keeping the size of the peer group at a manageable level for analysis purposes. We believe the companies in our peer group (i) have relevant overlap with our industry, customers and products, (ii) are similar in size, and (iii) have key metrics that are consistent with our growth strategy. The key metrics considered included revenue size and growth rate, return on equity, net income, earnings per share growth, average gross margins and enterprise value. Additionally, the Compensation Committee took into consideration companies identified as peers of our peers, peers by our analysts and certain governance rating agencies. The companies comprising our current compensation peer group are as follows:

Base Salary

We provide our Named Executive Officers with a fixed level of cash compensation in the form of base salary that is consistent with their skill level, experience, knowledge, length of service with our Company and the level of responsibility and complexity of their position. The Compensation Committee does not use a specific formula when setting base salary for our Named Executive Officers, but our general practice is to target the competitive market median. In addition to the factors listed above, actual individual base salaries may differ from the competitive market median as a result of various other factors including relative depth of experience, prior individual performance and expected future contributions, internal pay equity considerations within our Company and the degree of difficulty in replacing the individual. Any such differences are approved by the Compensation Committee and, previously, with respect to Mr. Hook,Dziedzic, our former President and& Chief Executive Officer, by the Board.

The base salaries of our Named Executive Officers are reviewed by the Compensation Committee on an annual basis, as well as at the time of promotion or significant changes in responsibility. We expect the base salaries of our Named Executive Officers to generally increasein-line with any increases to the competitive median market rates. However, base salary increases are also reviewed on an individual basis and adjusted accordingly for performance.

In setting base salaries for our Named Executive Officers for 2016, the Compensation Committee reviewed and used an Ernst and Young LLP market study utilizing the peer group to reflect a competitive market increase for companies with similar size and profile as a result of the Company’s acquisition of Lake Region Medical. Two of our Named Executive Officers received a base salary increase for 2016 in order to better align them with the competitive median data from our peer group.

The annualized base salaries for our Named Executive Officers were as follows:

Annual Performance-Based Cash Incentives

The objective of our annual STI program is to provide a competitive level of performance-based annual cash compensation at the target achievement level, with the opportunity for significantly higher incentive compensation if stretch performance is achieved. Achievement at the 100% target level is deemed to be a “realistic” but challenging goal and any amount greater than the target is considered a “stretch” goal. Achievement at 150% of the target level was the maximum award that could have been earned.

The Compensation Committee sets the performance metrics and funding mechanics for the STI program generally at its first meeting each year based upon prior year performance, the Company’s plan for the current year, and the Board’s desire for continuous and meaningful performance improvement. The STI awards for our Named Executive Officers are based upon Company-wide performance metrics. Payment of STI awards are based upon the achievement of these performance metrics and can vary significantly from year to year.

For 2016,2017, the STI program was based upon two financial metrics: (1) total revenue, weighted 25% and (2) adjusted EBITDA (as defined below), weighted 75%. In addition, if the adjusted EBITDA threshold is not achieved, no portion of the STI program is funded. Once the adjusted EBITDA metric is achieved, funding begins at 50% of target. The Compensation Committee believes that these performance metrics are appropriate as they believe these are the relevant key metrics that drive stockholder value.

We did not achieve our 2016 threshold adjusted EBITDA goal. As a result, the Named Executive Officers did not receive annual bonus payments under the STI program for 2016 (with the exception of Mr. Friedman, as described below).

The 2016 STI program funding scale is set forth below:

The Compensation Committee believes that the design of the funding and performance metrics is aligned with the Company’s strategic objective of growing revenue and profitability. The weighting between revenue and adjusted EBITDA puts more emphasis on profitability and is therefore directly aligned with the interest of stockholders. For 2017, the STI award was payable in the form performance-based restricted stock units (“PSUs”) up to the target amount and in cash for achievement in excess of target.

The goals and results under the 20162017 STI program funding are as follows:

Adjusted EBITDA for purposes of STI performance consists of GAAP net income (loss) plus adjustments for (i) acquisition-relatedacquisition and integration related charges and expenses, (ii) amortization of intangible assets including inventorystep-up amortization, (iii) facility consolidation, optimization, manufacturing transfer and system integration charges, (iv) asset write-down and disposition charges, (v) charges in connection with corporate realignments or a reduction in force, (vi) certain litigation expenses, charges and gains, (vii) unusual or infrequently occurring items, (viii) non-cash gain/loss on cost and equity method investments, (ix) GAAP stock-based compensation, interest expense, and depreciation, (x) GAAP provision (benefit) for income taxes, and (xi) cash gains received from cost and equity method investments during the period. The Compensation Committee approved the categories for adjustments at the beginning of the performance period, and all(xii) foreign exchange. All of the adjustments were reviewed and approved by the Compensation Committee at the end of the performance period. See “Strategic and Financial Overview” in Item 7, page 33 of our 2016 Form 10-K for a reconciliation of adjusted EBITDA to GAAP Net Income (loss).

Individual cash incentives are calculated by multiplying the funding percentage by the individual’s target bonus. The individual target STI program bonuses for our Named Executive Officers were determined by the Compensation Committee to provide targeted total cash compensation at the median of our competitive market. The target payout as a percentage of base salaryand actual payouts for our Named Executive Officers for 20162017 was as follows:

The chart below indicates annualOur Adjusted EBITDA achievement for 2017 was 85.5% of target and revenue achievement was at the 2017 maximum. Based on the these results, with the exception or Mr. Hook and Ms. Trecker, STI program bonuses earned underwere paid out at 101.6% of target levels. All of the STI program for 2016 performance byPSUs granted to each Named Executive Officer:

None of ourOfficer in 2017 pursuant to the 2017 STI program vested on March 9, 2018 and the shares subject to the STI PSUs were then issued to the Named Executive Officers received cash incentive payments under ourOfficers. In addition, the remaining portion of each Named Executive Officer’s STI program for 2016. Mr. Friedman received a separate bonus for 2016 inthat exceeded the amountvalue of $357,000, per the terms of his employment offer with the Company. His offer letter provided him with a guarantee of a short-term incentive payment for 2016 equal to the greater of (i) 75% of his base salary or (ii) the amount earned under the STI program. AsPSUs (valued as of the Company did not meet its metrics under its 2016 STI program, Mr. Friedman was entitled to a cash payment equal to 75% of his base salary, or $357,000, whichrespective grant date) was paid to him in April 2017.cash in March 2018.

Long-Term Incentives

In addition to cashannual performance-based incentives, we also compensate our Named Executive Officers with annual LTI grants. LTI awards are a key component of our program, and are designed to align management’s performance incentives with the interests of our stockholders by linking executive pay to stockholder value creation.

In 2017, the structure of the LTI awards to senior executives changed from the structure used in recent years. Since 2010, LTI awards to senior executives havehad been weighted 25% time-based stock options and 75% performance-basedPSUs that used a relative Total Shareholder Return (“TSR”) metric. The 2017 LTI awards were weighted one third time-based restricted stock units (“RSUs”), one third PSUs based on a financial performance metric (“Financial PSUs”) and one third PSUs based on a TSR metric (“TSR PSUs”). Stock options generally

The Financial PSUs are earned and subsequently vest in three equal annual installmentsbased on the last dayCompany’s 2017 Adjusted Operating Income as follows:

Adjusted Operating Income (“AOI”) for purposes of each fiscal year,the Financial PSU performance metric consists of GAAP operating income (loss) plus adjustments for (i) acquisition and integration related charges and expenses, (ii) amortization of intangible assets including inventorystep-up amortization, (iii) facility consolidation, optimization, manufacturing transfer and system integration charges, (iv) asset write-down and disposition charges, (v) charges in connection with corporate realignments or a reduction in force, (vi) certain litigation expenses, charges and gains, and (vii) unusual or infrequently occurring items. The Compensation Committee approved the categories for adjustments at the beginning inof the yearperformance period, and all of grant,the adjustments were reviewed and have ten-year maximum terms.approved by the Compensation Committee at the end of the performance period.

The TSR PSUs are earned and subsequently vest based on the Company’s relative TSR rank versus our peer group over a three-yeartwo-year period as follows:

Relative

AOI and relative TSR waswere selected as the PSU performance measuremeasures because the Compensation Committee believes itthey most closely alignsalign the interests of our executive officers with those of stockholders and since this is a long-term measure, drivesdrive appropriate risk taking. Further, the Compensation Committee believes that our mixture of award types provides an appropriate balance between stock optionsCompany performance, and full-value shares, and between rewarding increases in absolute stock price and relative performance versus our peers.

Annual LTI award values are intended to be consistent with those provided by our peer companies for comparable executive positions. Grant values for each individual are based on a specified percentage of base salary assuming the maximum number of PSUs is earned. This LTI award percentage is reviewed on an individual basis and can be adjusted based on individual performance and expected future contributions. The individual award opportunities under the LTI program for our Named Executive Officers for 20162017 are as a percentage of his or her base salaryfollows:

The time based RSUs granted to our Named Executive Officers in 2017 were as follows:

The time-based RSUs vest in three equal annual installments beginning on the last day of the Company’s 2017 fiscal year, or December 29, 2017.

The following table includes the details of the performance-based LTI PSU grants made to Named Executive Officers in February 2017 and the shares earned on the portion of the Financial PSUs that were subject to theone-year AOI performance goal. The shares earned based on 2017 AOI performance remain subject to time vesting as described below and continued employment through the date of vesting.

The Company’s AOI for purposes of the Financial PSU performance metric criteria over the period from December 31, 2016 Annual LTI Grants

Into December 29, 2017 was $181 million and, as a result, the Financial PSUs were paid out at 67% of target. Except as noted above, the actual awards earned are also subject to time-based vesting, with 50% of the earned shares vesting on December 31, 2018 and the remaining 50% vesting on January 2016,3, 2020, subject to continuous employment of the Named Executive Officers received LTI grants as described above that were split 25% in stock options and 75% in relative TSR PSUs,Officer with the actual number of shares granted for each Named Executive Officer determined as shown below. Company through such dates.

The relative TSR PSUs will vest based on the Company’s relative TSR rank versus its peer group over the period January 1, 20162017 through December 31, 2018.

Achievement With the exception of PSUs GrantedMr. Hook and Mr. Mazza, whose awards will vest when earned, the actual awards earned will be subject to time-based vesting, with 50% of the earned shares vesting when the Compensation Committee determines our level of achievement of the performance goals, which would occur in 2014

Inthe first quarter of 2019, and the remaining 50% vesting on January 2014, several3, 2020, subject to continuous employment of the Named Executive OfficersOfficer with the Company through such dates.

Additional Equity-Based Compensation

In January 2015, Mr. Hook, Mr. Dinkins and Mr. Mazza were granted relative TSR PSUs under the Company’s 2015 LTI program with a performance period of January 1, 20142015 through December 31, 2016.2017. The TSR PSUs were eligible to vest based on the Company’s relative TSR ranking versus the peer group in place at the time of grant, according to the same payout schedule as used for the 20162017 PSUs described above. The 20142015 LTI program matured on December 30, 2016,31, 2017, and the Compensation Committee confirmed that the Company’s TSR achievement of negative 23%0.58% was below the 25^th percentile TSR of our peer group of negative 2.97%21.04%. Consequently, none of the 20142015 PSU vested and the entire award was forfeited. The chart below shows the number of PSUs that were granted in 2014 to each Named Executive Officer.

In addition to the annual LTI Program, our executive officers may receive additional equity-based compensation at the date of hire, upon promotion, for special recognition or upon a significant change in responsibility. These awards are used as a recruiting and retention tool. These grants are typically made in the form of restricted stock units.RSUs. In 2016,2017, Mr. SmythDziedzic received an award of 6,299 RSUs in connection with his service as interim President & Chief Executive Officer. In addition to receiving a 2017 LTI award, he also received aone-time award in connection with his acceptance of his position as President Advanced Surgical & OrthopedicsChief Executive Officer having an aggregate value at grant date of $390,000$2,000,000 and consisting of restrictednon-qualified stock options and restricted stock units.RSUs. In 2017, Mr. Harris received an award of 3,411 RSUs in connection with his service as interim President, Cardio & Vascular. Also in 2016,2017, Mr. FriedmanHaire received an equity grantaone-time award in connection with his acceptance of 50,000 stock options,his position as Executive Vice President & Chief Financial Officer having an aggregate value at grant date of $301,500, in connection with his appointment$600,000 and consisting ofnon-qualified stock options and RSUs. On a going forward basis, equity award grants to be provided to Mr. Haire are expected to be granted primarily under our yearly LTI award grant program, which awards are expected to be subject to the same performance-based vesting criteria as Chief Operating Officer.awards granted to our other executive officers.    

Our LTI plans and awards are designed and administered by the Compensation Committee in collaboration with management and subject to general oversight by the Board. Annual LTI awards are approved in December, and are effective on the first day of the new fiscal year. The Compensation Committee and Board typically meets at least five times per year based upon a schedule determined several months in advance, which provides a safeguard against awards being granted in proximity to earnings announcements or the release of materialnon-public information. All stock options are issued with strike prices that are equal to the value of our closing price for our common stock on the grant date.

Other Features of ourOur Executive Compensation Program

Compensation Recoupment Policy

The Company has adopted a compensation recoupment, or “clawback,” policy intended to be consistent with the requirements of the Dodd-Frank Act. This policy provides that, in the event we are required to restate our financial statements as a result of “material noncompliance” with financial reporting requirements under the securities laws, we will recover from our current and former executive officers any incentive-based compensation (including equity awards) that is (i) based on erroneous data, (ii) received during the three-year period preceding the date on which the Company becomes required to prepare an accounting restatement, and (iii) in excess of what would have been paid if calculated under the restatement.

Stock Ownership Guidelines

In order to align the interests of our executive officers with the interests of our stockholders and to promote our commitment to sound corporate governance, we maintain stock ownership guidelines under which our executive officers are required to hold a meaningful dollar value of common stock of the Company for the duration of their employment.

For purposes of measuring compliance with these guidelines, shares of common stock owned directly or indirectly by the executive officer or his or her immediate family members, as well as 75 percent of unvested time-based restricted stock and restricted stock units issued under our LTI programs are considered shares “owned.” Shares underlying unexercised stock options and unvested performance-based awards do not count toward satisfying the guidelines. The Compensation Committee reviews stock ownership levels of our executive officers on an annual basis with the expectation of seeing meaningful progress toward the achievement of the guideline.

The following table provides the status of our current Named Executive Officers, as of April 7, 2017,6, 2018, toward meeting the ownership guidelines, which are calculated as a multiple of base salary:

The ownership guidelines also contain a holding period requirement for equity awards. Our executive officers are required to hold vested stock options, vested shares of restricted stock and shares issued on vesting of restricted stock units, net of shares sold or surrendered to pay applicable taxes, for one year following the vesting date.

Pledging and Hedging Policy

The Company considers it improper and inappropriate for any director, executive officer or associateOur policy is to engage in short-term or speculative transactions involving our common stock. We therefore prohibitdiscourage directors, executive officers and other associates from engaging in pledging, short sales or other short-position transactions in Company securities. We also strongly discourage directors, executive officers and other associates from engaging in certain forms of hedging or monetization transactions, such aszero-cost collars and forward sale contracts, that allow a person to continue to own the covered securities, but without the full risks and rewards of ownership. Any director or executive officer wishing to enter into such a pledging or hedging arrangement must firstpre-clear the proposed transaction with the Company’s Chief Financial Officer or General Counsel.

Perquisites

In addition to the elements of compensation discussed above, we also provide senior level executives (including the Named Executive Officers) with variouslimited other benefitsperquisites as follows:

We provide these benefits in order to remain competitive with the market and believe that these benefits help us to attract and retain high caliber executives. These benefits also reduce the amount of time and attention that our executive officers must spend on personal matters and allow them to dedicate more time to the Company. We believe that these benefits are reasonable in nature, are not excessive and are in the best interest of the Company and its stockholders.

Other Benefits. Our executive officers also participate in other benefit plans that we fully or partially subsidize. Their participation is on the same terms as other associates of the Company. Some of these benefits include medical, dental and vision insurance, wellness incentives and paid time off.

Retirement Benefits

All of our U.S. based associates, including our Named Executive Officers, are eligible to participate in a defined contribution Company 401(k) Plan. The Company 401(k) Plan provides for the deferral of associate compensation up to the maximum IRC limit and a discretionary Company match. In 2016,2017, this match for the Company 401(k) Plan was $0.35 per dollar of participant deferral, up to 6% of the base salary for each participant, or $0.50 per dollar, up to 6% of the associate’s base salary, for each participant in the Lake Region MedicalCompany 401(k) Plan. In January 2017, the Lake Region Medical 401(k) Plan was merged into the Company 401(k) Plan, and for 2017 the match will be $0.50 per dollar of participant deferral, up to 6% of the base salary, for each participant.

In addition to the discretionary Company match described above, U.S. based associates covered by the Company plan in 2016 were eligible to receive an additional contribution to the Company 401(k) Plan under our STI program of up to 4% of their base salary if certain performance metrics are achieved, as described in the Annual Performance-Based Cash Incentives section above. As the Company did not meet its performance measurements for the 2016 STI program, no additional contributions were made to the Company 401(k) Plan for any participant.

Change in Control Agreements and Severance Benefits

We maintain change in control agreements for a very limited number of key executives, including our Named Executive Officers, in order to retain our leadership in the event of a change in control and also to provide these executives with appropriate financial security in case of a loss of employment. These agreements only provide benefits to participants if there is both a change in control of the Company and a qualifying termination of employment. We believe that it is in the best interest of our Company and stockholders to have the dedication of our executive officers, without the distraction of personal uncertainties that can result uponon a change in control. We believe these agreements allow for a smooth transition in the event of a change in control without providing “windfall” benefits. We also believe that these benefits are competitive with those of comparable companies, including our peer group.

Our LTI awards provide for specified vesting terms upon qualifying terminations of employment, and the offer letters for Messrs. DinkinsMr. Haire, Friedman and Friedman eachMr. Smyth provide for potential severance payments and benefits also in the event of certain qualifying terminations of employment. For more information on these benefits, as well as those provided under our change in control agreements, see the “Potential Payments Upon Termination of Employment or Change in Control” section of this proxy statement.

Employment AgreementAgreements

In general, we do not offer employment agreements to our associates, and none of our Named Executive Officers, other than Mr. Hook,Dziedzic, our former President and& Chief Executive Officer, was covered by an employment agreement. On August 5, 2016, theand John Harris, who had served as interim President of our Cardio & Vascular product category, have them.

The Company entered into a newan employment agreement with Mr. Hook.Dziedzic on July 16, 2017. In addition to the perquisites discussed in this section, theMr. Dziedzic’s employment agreement includedincludes the following terms:

In connection with stepping down as the Company’s President and Chief Executive Officer, on March 25, 2017, Mr. Hook and theThe Company entered into an Executive Departure Agreementemployment agreement with Mr. Harris on September 1, 2016 under which he served as vice president of operations for Cardio & Vascular. Mr. Hook will continueHarris resumed that role when his service as interim President, Cardio & Vascular ended on February 19, 2018. His employment agreement includes the following terms:

Tax and Accounting Implications

UnderThe Tax Cuts and Job Act has eliminated the IRC §162(m), a limitation is placed on the tax deductibility ofdeduction for performance-based compensation paid to certain named executive officers (other than the chief financial officer) of a publicly-held corporation that exceeds $1,000,000 in any taxable year, unless the compensation meets certain requirements. Performance-based compensation is exempt from the deduction limit, however, if certain requirements are met.year. Historically, our deductions for executive compensation have not been materially impacted by IRC §162(m).

The, as while the Compensation Committee seekssought to structure compensation to take advantage of thisthe exemption under IRC §162(m), it reserved the authority to the extent practicable, while satisfying the Company’sapprovenon-deductible compensation policies and objectives. Because the Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet the standards or requirements of IRC §162(m) when necessary to enable the Company to continuein appropriate circumstances in order to attract, retain, and motivate highly-qualified executives, it reserves the authorityexecutives. The Compensation Committee expects that performance-based compensation will continue to approve non-deductiblebe an important component of our Named Executive Officers’ total compensation in appropriate circumstances.regardless of its tax deductibility.

Compensation and Organization Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis, or CD&A, with management and based upon this review and discussion, recommended to the Board that the CD&A be included in this proxy statement for filing with the SEC.

Compensation Risk Analysis

The preceding CD&A generally describes our compensation policies, plans and practices that are applicable for executives and senior executives of the Company. The Company uses a combination of fixed and variable and short and long-term compensation programs with a significant focus on corporate and business financial performance as generally described in this proxy statement. The Company does not believe that risks arising from its compensation policies, plans or practices are reasonably likely to have a material adverse effect on the Company.

EXECUTIVE COMPENSATION

20162017 Summary Compensation Table

The following table summarizes the total compensation paid or earned by each of the Named Executive Officers for fiscal years 2017, 2016 2015 and 2014.2015.

(4)

Amounts represent the aggregate grant date fair value of stock options granted. The valuation of stock options is based on the assumptions and methodology set forth in notes 1 and 1110 to our financial statements included in our Annual Report on Form10-K, which was filed with the SEC on February 28, 2017.22, 2018.

(5)	Amounts represent cash awards earned underreported in this column for 2017 are itemized in the Company’s STI program. See “Annual Performance-Based Cash Incentives” section of the CD&A for a discussion of this program.table below captioned “All Other Compensation.”

(6)	Mr. Harris served as interim President, Cardio & Vascular until February 19, 2018.

(7)	Mr. Hook served as President and Chief Executive Officer until March 25, 2017.

(7)(8)

Mr. Dinkins retired as Executive Vice President & Chief Financial Officer on March 3, 2017.

(8)(9)

Mr. ArellanoMazza served as interim Chief Financial Officer from March 3, 2017 to April 30, 2017.

(10)	Ms. Trecker served as Executive Vice President for Global Operations& Chief Human Resources Officer until September 2, 2016.

(9)	Items included in All Other Compensation were as follows:May 23, 2017.

All Other Compensation