STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based compensation expense - all related to employees and members of the Board of Directors - recognized under the authoritative guidance was as follows:


	Years Ended December 31,
Dollars in thousands	2024		2023		2022
Cost of goods sold	$	649	$	588	$	549
Research and development	2,697		2,071		1,739
Selling, general and administrative	21,031		17,483		25,437
Total stock-based compensation expense	$	24,377	$	20,142	$	27,725
Total estimated tax benefit related to stock-based compensation expense	4,677		5,223		10,574
Net effect on net income	$	19,700	$	14,919	$	17,151

EQUITY AWARD PLANS

As of December 31, 2024, the Company had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock unit awards outstanding under the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (the “2003 Plan”). The 2000 Equity Incentive Plan and the 2001 Equity Incentive Plan were terminated as of February 19, 2021, and no further awards may be issued under the plans.

In May 2010 and May 2017, the stockholders of the Company approved amendments to the 2003 Plan to increase by 3.5 million and 1.7 million, respectively, the number of shares of common stock that may be issued under the 2003 Plan. The

Company has reserved 14.7 million shares under the 2003 Plan. The 2003 Plan permits the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, contract stock, performance stock, or dividend equivalent rights to designated directors, officers, employees and associates of the Company.

Stock options issued under the 2003 Plan became exercisable over specified periods, generally within four years from the date of grant for officers and employees, and within one year from the date of the grant for members of the Board of Directors. The awards generally expire eight years from the grant date for employees and from six to ten years for directors and certain executive officers, except in certain instances that result in accelerated vesting due to death, disability, retirement age or change in control provisions within their grant agreements. Restricted stock issued under the 2003 Plan vests ratably over specified periods, generally three years after the date of grant. The vesting of performance stock issued under the 2003 Plan is subject to service and performance conditions.

Stock Options

The Company values stock option grants using the binomial distribution model. Management believes that the binomial distribution model is preferable to the Black-Scholes model because it is a more flexible model that gives consideration to the impact of non-transferability and vesting provisions in valuing employee stock options.

In determining the value of stock options granted, the Company considered that it has never paid cash dividends and does not currently intend to pay cash dividends, and thus has assumed a 0.0% dividend yield. Expected volatilities are based on the historical volatility of the Company’s stock price. The expected life of stock options is estimated based on historical data on exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock options granted. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. The Company accounts for forfeitures as they occur.

The following weighted-average assumptions were used in the calculation of fair value:


	Years Ended December 31,
	2024	2023	2022
Dividend yield	0%	0%	0%
Expected volatility	33%	30%	30%
Risk free interest rate	4.09%	3.86%	2.01%
Expected life of option from grant date	7 years	7 years	7 years
Weighted average grant date fair value of options granted	$15.68	$21.58	$23.15

The following table summarizes the Company’s stock option activity:


	Shares	Weighted Average Exercise Price		Weighted Average Contractual Term in Years	Aggregate Intrinsic Value
Stock Options	(In thousands)				(In thousands)
Outstanding at January 1, 2024	1,178	$	50.64	3.65	$	1,766
Granted	244	36.22		—	—
Exercised	(162)	33.46		—	—
Forfeited or Expired	(56)	50.21		—	—
Outstanding at December 31, 2024	1,204	$	50.06	4.01	$	—
Exercisable at December 31, 2024	798	$	52.51	2.71	$	—

The Company recognized $2.2 million, $1.4 million, and $3.5 million in expense related to stock options during the years ended December 31, 2024, 2023, and 2022, respectively. The intrinsic value of options exercised for the years ended December 31, 2024, 2023, and 2022 were $0.7 million, $1.8 million, and $4.0 million, respectively. Cash received from option exercises and employee stock purchase plan was $6.4 million, $4.3 million, and $5.5 million, for the years ended December 31, 2024, 2023, and 2022, respectively. The realized tax expense from options exercised was $0.5 million for the year ended December 31, 2024. Realized tax benefits of $0.1 million, and $0.6 million were recognized for the years ended December 31, 2023, and 2022, respectively.

As of December 31, 2024, there was approximately $2.9 million of total unrecognized compensation costs related to unvested stock options. These costs are expected to be recognized over a weighted-average period of approximately three years.

Awards of Restricted Stock, Performance Stock and Contract Stock

The following table summarizes the Company’s awards of restricted stock, performance stock and contract stock for the year ended December 31, 2024:


	Restricted Stock Awards			Performance Stock and Contract Stock Awards
	Shares	Weighted Average Grant Date Fair Value Per Share		Shares	Weighted Average Grant Date Fair Value Per Share
	(In thousands)			(In thousands)
Unvested, January 1, 2024	584	$	55.37	335	$	57.53
Granted	650	33.28		387	36.05
Adjustments for performance achievement related to award target	—	—		(160)	49.71
Cancellations	(115)	46.31		(35)	49.23
Released	(248)	58.04		(107)	33.37
Unvested, December 31, 2024	871	$	39.33	420	$	41.83

The Company recognized $22.1 million, $18.7 million and $24.3 million in expense related to such awards during the years ended December 31, 2024, 2023, and 2022, respectively. The total fair market value of shares vested and released in 2024, 2023, and 2022 was $11.3 million, $18.2 million and $65.0 million, respectively. Vested awards include shares that have been fully earned but had not been delivered as of December 31, 2024.

Performance stock awards have performance features associated with them. Performance stock, restricted stock and contract stock awards generally have requisite service periods of three years. The fair value of these awards is being expensed on a straight-line basis over the vesting period. As of December 31, 2024, there were no performance stock units (“PSUs”) subject to vest and be released based on 2024 performance achievement.

As of December 31, 2024, there was approximately $27.0 million of total unrecognized compensation costs related to unvested restricted stock, performance stock and contract stock awards. These costs are expected to be recognized over a weighted-average period of approximately two years.

At December 31, 2024, there were approximately 3.7 million shares available for grant under the 2003 Plan.

The Company capitalized share based compensation costs of $0.7 million, $0.6 million, and $0.6 million for the years ended December 31, 2024, 2023, and 2022, into inventory, respectively. Such share-based compensation was recognized as cost of goods sold when related inventory was sold.

CEO Separation

On February 27, 2024, the Company announced that Mr. De Witte would retire from his position as President and Chief Executive Officer and director of the Company following the completion of a succession process and entered into a letter agreement with Mr. De Witte to modify his current employment agreement and put forth the form of a post-employment consulting agreement. The Company applied modification accounting to the outstanding equity-based awards granted to Mr. De Witte as of that date, which revalued and accelerated stock-based compensation associated with equity-based awards granted to him over his expected service period to the Company. Pursuant to this letter agreement, Mr. De Witte’s unvested equity-based awards will continue to vest during his continued service period to the Company and vested stock options were modified such that they will remain exercisable until the earlier of (a) the stated term of the stock options and (b) six months following his cessation of continued service to the Company. As a result of the modifications, the Company recorded a total of $1.9 million in accelerated stock-based compensation expenses for the year ended December 31, 2024.

EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Employee Stock Purchase Plan (the “ESPP”) is to provide eligible employees of the Company with the opportunity to acquire shares of common stock at periodic intervals by means of accumulated payroll deductions. The ESPP is a non-compensatory plan. Under the ESPP, a total of 3.0 million shares of common stock are reserved for issuance. These shares will be made available either from the Company’s authorized but unissued shares of common stock or from shares of common

stock reacquired by the Company as treasury stock. At December 31, 2024, 1.9 million shares remain available for purchase under the ESPP. During the years ended December 31, 2024, 2023, and 2022, the Company issued 44,426 shares, 23,337 shares and 20,780 shares under the ESPP for $1.0 million, $1.0 million, and $1.1 million, respectively.