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

Check the appropriate box:

GREATBATCH, INC.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 , 201618, 2018

Dear Stockholder:

You are cordially invited to attend the 20162018 Annual Meeting of Stockholders of Greatbatch, Inc.,Integer Holdings Corporation, which will be held on Tuesday, May 24, 201622, 2018 at 9:00 a.m.2:45 p.m., Central Daylight Time, at The Westin Minneapolis, 88 South 6^th Street, Minneapolis, Minnesota 55402.5830 Granite Parkway, Granite Building V, Suite 140, Plano, Texas 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 20152017 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,

Bill R. Sanford

Chairman of the Board

Thomas J. Hook

President & Chief Executive Officer

/s/ Bill R. Sanford

Bill R. Sanford

Chairman of the Board

/s/ Joseph W. Dziedzic

Joseph W. Dziedzic

President & Chief Executive Officer

GREATBATCH, INC.INTEGER HOLDINGS CORPORATION

2595 DALLAS PARKWAY, SUITE 310

FRISCO, TEXAS 75034

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 20162018 Annual Meeting of Stockholders of Greatbatch, Inc.Integer Holdings Corporation will be held at The Westin Minneapolis, 88 South 6^th Street, Minneapolis, Minnesota 55402,5830 Granite Parkway, Granite Building V, Suite 140, Plano, Texas 75024 on Tuesday, May 24, 201622, 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 8, 20166, 2018 are entitled to vote at the Annual Meeting.

By Order of the Board of Directors,

Frisco, Texas

April , 201618, 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,ORVOTE ORVOTE 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 2018 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 2018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 24, 201622, 2018

THE GREATBATCH, INC. 2016INTEGER HOLDINGS CORPORATION’S 2018 PROXY STATEMENT AND 20152017 ANNUAL REPORT

ARE AVAILABLE

AThttp://proxy.greatbatch.comproxy.integer.net

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TABLE OF CONTENTS

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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION

PROXY STATEMENT

GENERAL INFORMATION – QUESTIONS AND ANSWERS

Why am I being provided this proxy statement?

Greatbatch, Inc.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 20162018 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 to common stock holders of record on or about April 8, 2016.18, 2018 to common stockholders of record as of April 6, 2018. A copy of the Company’s Annual Report for 2015, 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 and when?held?

The Annual Meeting will be held at The Westin Minneapolis, 88 South 6^th Street, Minneapolis, Minnesota 554025830 Granite Parkway, Granite Building V, Suite 140, Plano, Texas 75024 at 9:00 a.m.2:45 p.m., Central Daylight Time, on Tuesday, May 24, 2016.22, 2018. The Company’s mailing address is 2595 Dallas Parkway, Suite 310, Frisco, Texas 75034, and its telephone number is (716) 759-5600.(214)618-5243.

Who is entitled to vote at the Annual Meeting?

Common stockholders of record at 5:00 p.m., EST,Eastern Daylight Time, on April 8, 20166, 2018 are entitled to vote at the Annual Meeting. At that time, the Company had outstanding 30,774,84232,011,286 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 has a beneficial interest inholds shares allocated to the Companyof common stock fund account under the Greatbatch, Inc.Integer Holdings Corporation 401(k) Retirement Plan (the “401(k)“Company 401(k) Plan”) isare entitled to vote thethose shares of Common Stock allocated to that account.common stock held in their 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 9ten persons named under the section titled “Nominees for Director”; FOR approving the adoption of the Greatbatch, Inc. 2016 Stock Incentive Plan; FOR approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name to Integer Holdings Corporation; FOR ratifying the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as the independent registered public accounting firm of the Company for fiscal year 2016;2018; and FOR approving, on an advisory basis, 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 adoption of the Company’s 2016 Stock Incentive Plan, on the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company to Integer Holdings Corporation, or on the advisory vote to approve the compensation of the Company’s 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, 4 and 5, theThe affirmative vote of a majority of the votes cast at the Annual Meeting is required to: approve the adoption of the Company’s 2016 Stock Incentive Plan; approve the amendment of the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company to Integer Holdings Corporation; ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2016;2018 and to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers. 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 adoption of the Company’s 2016 Stock Incentive Plan, approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name to Integer Holdings Corporation, approval of the ratification of Deloitte & Touche LLP (“Deloitte & Touche) as the independent registered public accounting firm offor the Company for the 2016 fiscal year 2018 or the advisory vote to approve on an advisory basis, the compensation of the Company’s Named Executive Officers. Brokernon-votes will not constitute votes cast on the election of directors, approval of the adoption of the Company’s 2016 Stock Incentive Plan, approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name to Integer Holdings Corporation, or the vote to approve, on an advisory basis, the compensation of the Company’s 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 Company’s common stock. The Company has retained Georgeson LLC, a proxy solicitation firm, to assist in the solicitation of proxies for the Annual Meeting for a fee of $7,000, plus payment of out-of-pocket expenses.

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 20172019 Annual Meeting of Stockholders?

In order for a shareholder proposal for the 20172019 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 19, 2016.2018. 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 shareholderstockholder 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 20172019 Annual Meeting of Shareholders,Stockholders, which is not submitted for inclusion in the proxy statement, should do so between January 24, 201722, 2019 and February 23, 2017.21, 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 20172019 Annual Meeting of Stockholders and until their successors have been elected and qualified. Each of the nominees listed below was elected at the 20152017 Annual Meeting of Stockholders except for Ms. Hobby, Mr. Maxwell and Mr. Passerini,Hinrichs, who werewas appointed as directorsa director on July 2, 2015February 12, 2018 upon the recommendation of the Corporate Governance and Nominating Committee following a search process conducted through CT Partners.Committee. In 2017, the Board determined that the Company would benefit by having an additional director with financial experience on its Board and it asked Mr. 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.designate as a nominee. Information regarding the nominees standing for election as directors is set forth below:

Nominees for Director

Pamela G. Bailey is 67,69, 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 47, is Chair of the Audit Committee, a member of the Compensation and Organization Committee,49 and has been a director since February 2013.

Mr. Dziedzic iswas appointed as 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 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. In addition to his responsibilities as Chief Financial Officer, Mr. Dziedzic is responsible for global security, global procurement, risk management and the payment services business for The Brink’s Company. Prior to joining The Brink’s Company in 2009, he had a20-year career with General Electric, where from 2006 to 2009, he was Chief Financial Officer of GE Aviation Services, from 2003 to 2006 he was Manager of Global Financial Planning and Analysis of GE Energy, and from 2000 to 2002 he was Chief Financial Officer of GE Plastics America. Prior to 2000, Mr. Dziedzic held a number of other positions of increasing responsibility withincluding leadership roles in six different businesses, including General Electric. He is a director of the YMCA of Greater Richmond.Electric Medical Systems.

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 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 55,57, is a member and chairChair of the Science and TechnologyAudit Committee and a member of the AuditTechnology 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, 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.

Thomas J. Hook is 53, is a member of the Science and Technology Committee, and has been a director since 2006.

Mr. Hook has been the Company’s President and Chief Executive Officer since August 2006. Prior to August 2006, he was the Company’s Chief Operating Officer, a position to which he was appointed upon joining the Company in September 2004. From August 2002 until September 2004, Mr. Hook was employed by CTI Molecular Imaging where he served as President, CTI Solutions Group. From March 2000 to July 2002, he was General Manager, Functional and Molecular Imaging for General Electric Medical Systems. From 1997 to 2000, Mr. Hook worked for the Van Owen Group Acquisition Company and prior to that, Duracell, Inc. He is Chairman of the Board of HealthNow New York, Inc., a leading health care company in Western New York that provides quality health care services to companies and individuals in that region, and serves on its executive committee. Mr. Hook is also a director of AdvaMed.

Since joining the Company as Chief Operating Officer in 2004 and becoming President and Chief Executive Officer in 2006, Mr. Hook has directed the Company’s acquisition, integration and product development efforts, growing the business from $200 million to the more diverse $688 million medical device technology company that it is today. Mr. Hook’s knowledge of the Company’s business and his role as the Company’s President and Chief Executive Officer support his continued service as a member of the Board.

M. Craig Maxwell is 57,59, is a memberChair 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 leaderleaders 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 histhis 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 58,60, is a member of the ScienceTechnology Strategy Committee and Technology Committee, 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 Poste ItalianeABM Industries Incorporated and serves onas Chair of its compensationStrategy & Enterprise Risk Committee and nomination & governance committees.a member of its 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 72,74, 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, 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 69,71, 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 chairman of the board of Tactile Systems Technology, Inc., and as board executive committee member and senior advisor to the CEO of twoEarlySense, an Israeli privately-held medtech companies. Hecompany. 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 64, is a member of the Technology Strategy Committee and has been a director since October 2016.

Donald J. Spence was appointed President and Chief Executive Officer of 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 65,67, 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 MAI Wealth Advisors LLC, and IQWARE Marketing, LLC,Citymark Capital, and on the board of directors of The Rock and Roll Hall of Fame and Museum, Baldwin-Wallace University, State Troopers of Ohio,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 the 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 the 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 Adoption of the Greatbatch, Inc. 2016 Stock Incentive Plan

Stockholders are being asked to approve the Greatbatch, Inc. 2016 Stock Incentive Plan (the “2016 Plan”) which was adopted by the Board on March 1, 2016, subject to stockholder approval. If approved by stockholders, the 2016 Plan will supplement the Company’s existing 2009 and 2011 Stock Incentive Plans in providing stock-based incentive compensation to select employees, non-employee directors, consultants and service providers. As of March 1, 2016, 8,487 shares were available for award under the Company’s 2009 Stock Incentive Plan and 29,669 shares were available for award under the Company’s 2011 Stock Incentive Plan, all of which were available only for award in the form of restricted stock, restricted stock units or stock bonuses under the respective plans’ sub-limits. As of March 1, 2016, the aggregate of all options outstanding under all plans was 1,820,372, with a weighted average exercise price of $25.60 and a weighted average remaining term of 6.3 years. As of March 1, 2016, the aggregate number of full-value awards outstanding under all plans that have not vested or been earned was 550,401. The Committee believes this remaining amount of shares to be insufficient to meet our anticipated needs. The Company continues to focus on equity awards in the form of restricted stock units, thus no sub-limit for these types of awards was included in the 2016 Plan. The 2016 Plan was designed by the Compensation and Organization Committee (the “Compensation Committee”) with the assistance of management and an outside compensation consultant as part of a comprehensive compensation strategy to provide long-term incentives for employees and non-employees to contribute to the growth of the Company and attain specific performance goals. See the Long-Term Equity Awards section of the Compensation Discussion and Analysis (“CD&A”) in this proxy statement for further discussion.

Approval of the 2016 Plan will allow the Company to continue to award stock options, restricted stock, restricted stock units, stock appreciation rights and stock bonuses to employees and to non-employee directors, consultants and service providers. In determining the number of shares available under the 2016 Plan, we considered the historical burn-rate of the Company’s equity compensation plans, the potential dilution and stockholder value transfer as a result of this plan and the one-year and three-year TSR of the Company. The 1,450,000 shares available under the 2016 Plan represent 4.71% of the Company’s outstanding Common Stock as of March 1, 2016. The NYSE closing price of a share of Common Stock on March 1, 2016 was $29.77. Based on historical burn rates and our current stock price, the Committee believes the 1,450,000 shares that may be awarded under the 2016 should be sufficient to cover grants through the end of fiscal year 2018.

We are also seeking approval of the performance criteria under the 2016 Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, which would allow certain awards granted under the 2016 Plan to qualify as performance-based compensation (see discussion of Tax Consequences below).

The purpose of awards under the 2016 Plan (see Award Types described below) is to attract and retain talented employees and the services of select non-employees, further align employee and stockholder interests and closely link employee compensation with Company performance. If approved, the 2016 Plan will provide an essential component of the total compensation package offered to employees, reflecting the importance that the Company places on motivating superior results with long-term incentives.

The 2016 Plan also contains several features considered compensation and governance best practices. The 2016 Plan does not permit stock option re-pricing, the use of discounted options, the reloading of option grants, or the adding back of shares used to pay the exercise price of awards or to satisfy tax withholding obligations. The 2016 Plan limits the term on options and stock appreciation rights to ten years. Other than for awards to outside directors and grants not to exceed 10% of the shares available under the 2016 Plan, for full value awards (restricted stock and restricted stock units), the 2016 Plan imposes vesting requirements on time and performance based awards of three years and one year, respectively The 2016 Plan provides for accelerated vesting of awards upon the consummation of a change in control. The 2016 Plan contains no evergreen features that would provide for automatic replenishment of authorized shares and generally limits the number of shares that may be awarded to any person in any fiscal year. The 2016 Plan also limits the number of shares that may be awarded to non-employee directors in any fiscal year.

Key Terms -The following is a summary of the material features of the 2016 Plan, which is qualified by reference to the full text of the 2016 Plan, which is set forth as Exhibit A:

Shares Authorized:		1,450,000, subject to adjustment only to reflect stock splits and similar events. Shares underlying awards that are forfeited, expire, cancelled or lapse become available for future grants. Shares used to pay the exercise price of a stock option and shares withheld to satisfy tax withholding obligations will not be available for future grants. When a stock settled stock appreciation right is exercised, the shares subject to a stock appreciation right grant agreement will be counted against the shares available for award as one share for every share subject thereto, regardless of the number of shares used to settle the stock appreciation right upon exercise.
Shares Authorized as a Percent of Outstanding Common Stock:		4.71%
Award Types:		(1)    Non-qualified and incentive stock option—the right to purchase a certain number of shares of stock, at a certain exercise price, in the future.
		(2)    Restricted stock—share award conditioned upon continued employment, the passage of time or the achievement of performance objectives.
		(3)    Restricted stock unit—the right to receive, at a specified future date, shares of common stock or an amount equal to the fair market value of a specified number of shares of common stock. Restricted stock units may be conditioned upon continued employment, the passage of time or the achievement of performance objectives . Payments in respect of restricted stock units may be made in shares, cash or a combination of both, in the Committee’s discretion.
		(4)    Stock appreciation right—the right to receive the net of the market price of a share of stock and the exercise price of the right, in stock, in the future.
		(5)    Stock bonus—a bonus payable in shares of stock.
Award Terms:		Stock options and stock appreciation rights will have a term no longer than ten years. All awards made under the 2016 Plan may be subject to vesting and other contingencies as determined by the Compensation Committee and will be evidenced by agreements which set forth the terms and conditions of each award. The Compensation Committee, in its discretion, may accelerate or extend the period for the exercise or vesting of any awards. Upon the death or disability of an employee, all outstanding time-based awards immediately vest and all outstanding performance-based awards immediately vest at the target level applicable to such performance-based awards. Upon the retirement of an employee, all outstanding time-based awards immediately vest and a pro-rated portion of outstanding performance-based awards held by such employee remain outstanding and continue to be eligible for vesting and exercisability based on the Company’s attainment of the performance goals applicable to such performance-based awards. For purposes of the 2016 Plan, “retirement” means a voluntary termination of employment occurring on or after such time as such employee has attained 59.5 years of age with a combination of age and length of Company service equal to or exceeding 69.5 years. In the event that an employee is terminated without cause, a pro-rata portion of such employee’s performance-based awards that were awarded more than one year before the date of termination will not expire or be forfeited upon such termination but will remain outstanding and continue to be eligible for vesting and/or exercisability based on the Company’s attainment of the performance goals applicable to those performance-based awards. The Compensation Committee, in its discretion, may accelerate or extend the period for the exercise or vesting of any awards.
Vesting:		Subject to certain exceptions set forth in the 2016 Plan, at least three years for time based awards of restricted stock or restricted stock units and at least one year after grant for performance based awards of restricted stock and restricted stock units. As determined by the Compensation Committee for Stock Options and SARs. The vesting of all awards is subject to acceleration, in whole or in part, upon certain events set forth in the 2016 Plan including a change in control or the death, disability, or retirement of a participant.
Not Permitted:		(1)    Granting stock options or stock appreciation rights at a price below market price on the date of grant.
		(2)    Repricing of a stock option or stock appreciation right without stockholder approval.
		(3)    Granting stock options and stock appreciation rights to any one employee during any fiscal year in excess of 200,000 shares.
		(4)    Granting restricted stock, restricted stock units and stock bonuses to any one employee during any fiscal year in excess of 200,000 shares.

		(5)    Granting shares of Company Stock subject to incentive awards awarded during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, in excess of $500,000 in total value
Performance Criteria		The Committee may grant restricted stock or restricted stock units that will be paid solely on the attainment of certain performance goals established by the Committee based on the performance criteria set forth in the 2016 Plan. It is intended that awards that are paid based on the achievement of performance goals may be exempt from the $1 million deduction limit on compensation under Section 162(m), but the Committee may elect to provide for non-deductible awards under the 2016 Plan. The performance criteria are one or more of the following objective criteria, (i) net earnings or net income (either before or after one or more of the following: interest, taxes, depreciation, amortization, and non-cash equity-based compensation expenses), (ii) economic value-added (as determined by the Committee), (iii) sales or revenue, (iv) net earnings or net income (either before or after taxes), (v) operating earnings or income, (vi) cash flow (including, but not limited to, operating cash flow and free cash flow), (vii) gross profit or gross profit growth, (viii) cash flow return on capital, (ix) return on investment, (x) return on stockholders’ equity, (xi) return on assets or net assets, (xii) return on capital, (xiii) stockholder returns, (xiv) return on sales, (xv) gross or net profit margin, (xvi) productivity, (xvii) expenses or expense targets, (xviii) margins, (xix) improvement of capital structure, (xx) operating efficiency, (xxi) cost reduction or savings, (xxii) budget and expense management, (xxiii) customer satisfaction, (xxiv) working capital, (xxv) basic or diluted earnings or loss per share (before or after taxes), (xxvi) price per share of Company Stock (including, but not limited to growth measures or total stockholder return), (xxvii) completion of acquisitions or business expansion, (xxviii) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product), (xxix) implementation or completion of critical products, (xxx) enterprise value, and (xxxi) market share, 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 Committee shall, within the time prescribed by Section 162(m) of the Code, define in an objective fashion the manner of calculating the performance criteria it selects to use for the performance period for a participant.
Clawback		Any awards and shares of stock issued pursuant to the 2016 Plan that are subject to recovery under any applicable law, government regulation or rule or listing standard of any stock exchange, will be subject to such deductions and clawback as may be required to be made pursuant to such applicable law, government regulation or rule or listing standard of any stock exchange (or any policy adopted by the Company pursuant to any such applicable law, government regulation or rule or listing standard of any stock exchange).
Change in Control		A change in control occurs if (1) any person or related group of persons (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total combined voting power of all classes of capital stock of the Company normally entitled to vote for the election of directors of the Company; (2) a sale of all or substantially all of the assets of the Company is consummated, in one transaction or a series of related transactions; or (3) any merger or consolidation of the Company is consummated in which the stockholders of the Company immediately prior to such transaction own, in the aggregate, less than 50% of the total combined voting power of all classes of capital stock of the surviving entity normally entitled to vote for the election of directors of such surviving entity).

Tax Consequences –Stock option grants under the 2016 Plan may be intended to qualify as incentive stock options under Internal Revenue Code of 1986, as amended (“IRC”) §422 or may be non-qualified stock options governed by IRC §83. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the Company. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the stock on the exercise date and the stock option grant price. The Company will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income

upon exercising an incentive stock option if the shares received are held for the applicable holding periods (except that alternative minimum tax may apply), and the Company will receive no deduction when an incentive stock option is exercised. The Company may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option that occurs before the applicable holding periods have been satisfied.

Restricted stock and restricted stock units are also governed by IRC §83. Generally, no taxes are due when the award is made. Restricted stock generally becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Restricted stock units become taxable when settled. When taxable to the participant, income tax is paid on the value of the stock or units at ordinary rates. The Company will generally be entitled to a corresponding deduction on its income tax return. Any additional gain on shares received are then taxed at capital gains rates when the shares are sold.

The grant of a stock appreciation right will not result in income for the participant or in a tax deduction for the Company. Upon the settlement of such a right, the participant will recognize ordinary income equal to the aggregate value of the payment received, and the Company generally will be entitled to a tax deduction in the same amount.

Awards granted under the 2016 Plan may qualify as “performance-based compensation” under IRC §162(m) and thus preserve federal income tax deductions by the Company with respect to annual compensation required to be taken into account under §162(m) that is in excess of $1 million and paid to one of the Company’s most highly compensated executive officers. To qualify, options and other awards must be granted under the 2016 Plan by a committee consisting of two or more “outside directors” (as defined under §162(m)) and options and stock appreciation rights must satisfy the 2016 Plan’s limit on the total number of shares that may be awarded to any one participant during any fiscal year. In addition, for awards other than options and stock appreciation rights to qualify, the grant, issuance, vesting or retention of the award must be contingent upon satisfying one or more of the performance criteria, as established and certified by a committee consisting solely of two or more “outside directors.” Certain awards that may be made under the 2016 Plan may not qualify as performance based compensation and that performance-based compensation awards that are intended to be exempt from the deduction limitation may not meet the requirements to qualify for such exemption.

The foregoing is only a summary of the effect of federal income taxation on the participant and the Company under the 2016 Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of a participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income may be taxable.

Transferability -Awards granted under the 2016 Plan generally are not transferable except by will or the laws of descent and distribution.

Administration -The Compensation Committee, which consists entirely of outside directors, will administer the 2016 Plan. The Compensation Committee will select the employees and non-employees who receive awards, determine the number of shares covered thereby, and, subject to the terms and limitations expressly set forth in the 2016 Plan, establish the terms, conditions and other provisions of the grants. The Compensation Committee may interpret the 2016 Plan and establish, amend and rescind any of its rules relating to the 2016 Plan, unless expressly prohibited in the 2016 Plan.

Amendments -The Board may, at any time, suspend or terminate the 2016 Plan or revise or amend it in any respect whatsoever; provided, however, that stockholder approval shall be required if and to the extent required by Exchange Act Rule 16b-3 or by any comparable or successor exemption under which the Board believes it is appropriate for the 2016 Plan to qualify, or if and to the extent the Board determines that such approval is appropriate for purposes of satisfying IRC §162(m), §422 or §409A or any applicable rule or listing standard of any stock exchange, automated quotation system or similar organization. Nothing in the 2016 Plan restricts the Compensation Committee’s ability to exercise its discretionary authority to administer the plan, which discretion may be exercised without amendment to the 2016 Plan. No action may, without the consent of a participant, reduce the participant’s rights under any outstanding award.

Plan Awards -The Compensation Committee approved the annual long-term incentive program award of restricted stock units to senior level managers of the Company effective January 4, 2016 (the “2016 Awards”), which included the executive officers who are named in the Summary Compensation Table contained in this proxy statement (the “Named Executive Officers”). Currently, there are not enough shares available under the Company’s existing stock incentive plans to fund the entire 2016 Award. Thus, a portion of the 2016 Awards granted to Thomas J. Hook, President & CEO, as well as Michael Dinkins, Executive Vice President & CFO are subject to the approval of the 2016 Plan by the Company’s stockholders. The following table sets forth the number and approximate grant date fair value of the 2016 Awards pending issuance:

2017 Performance

. Financial results in 20152017 were mixed, 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, while improved over 2016 results, continues to be an area of emphasis as it did not grow at a rate our revenue growth would have suggested. Our revenues increased 5.4% from $1.387 billion in our core business. Our organic core revenues decreased2016 to $1.462 billion in 2017, adjusted operating income increased 2.3% from $688$177 million in 20142016 to $661.8 million, Adjusted Operating Income of $91$181 million in 2015 was unchanged2017, and adjusted earnings per share increased from 2014 Adjusted Operating Income, and Adjusted Earnings Per Share rose 1%, from $2.86$2.68 in 20142016 to $2.90.$2.81 in 2017. See “Strategic and Financial Overview” in Part II, Item 7 of our 20152017 Form10-K for a reconciliation of these adjusted amounts to those calculated in accordance with generally accepted accounting principles (“GAAP”).GAAP. Total stockholder return (“TSR”) of 6.5%52.5% for fiscal year 2015,2017, measured as the increasechange in our stock price, was comparablecompared favorably to total stockholder returnthe average TSR of 27.1% for our peer group which was 6.6%.for fiscal 2017.

The2017 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 Paid, but No Payouts on Previously Issued Performance-Based Equity. As a result of achieving above target performance against our STI program metrics for 2017 with respect to revenue and adjusted EBITDA, all of our currently serving Named Executive Officers earned annual bonuses under our STI program. Those of our Named Executive Officers who also had been granted performance-based LTI awards in 2015 that were eligible to vest in 2017 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.

Corporate Governance “Best Practices.” Below is a summary of best practices that the Compensation and Organization Committee of the Board, referred to as the(the “Compensation Committee” in this CD&A, designs and oversees) has implemented with respect to the Company’s executive compensation programs to emphasize and reward the execution of our business strategy,Named Executive Officers. We believe these practices support our compensation philosophy and are in the achievement of corporate financial objectives, and the creation of stockholder value. Our executive compensation programs and practices have remained consistent over the past several years, and we believe our programs are aligned with thebest interests of our stockholdersCompany and have significantly contributedour stockholders.

Say-on-Pay. At our 20152017 Annual Meeting of Stockholders, our stockholders had the opportunity to vote on the compensation paid to our named executive officers.Named Executive Officers. The resultsresult of this advisory “say-on-pay”“say-on-pay” vote werewas overwhelmingly supportive, with almost 97%96% of votes cast voting in favor. Our 2016 executive compensation programs and plan design will remain substantially similar to our 2015 executive compensation programs.

In order to better meetfavor of our compensation philosophy and objectives, following the acquisition of Lake Region Medical in late October, 2015 we embarked on a project to develop a new global compensation framework. The goal of this project was to ensure that our compensation programs allowprogram for flexibility for future growth, eliminate cross functional boundaries, increase an associate’s “line of sight,” and integrate and optimize the various compensation programs within our Company that resulted from our acquisition. As a result of this initiative, for 2016, our Named Executive Officers will be compensated under our new short term incentive plan (“STIC Plan”). All expected changes to the compensation of the Named Executive Officers as a result of the STIC Plan are highlighted throughout this CD&A section.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:

We expectTotal target compensation opportunities are set within the total compensation levelscompetitive ranges provided by our peers for comparable positions. However, due to the performance-based nature of our Named Executive Officersprogram, our executives have the opportunity to be approximately between the 50th and 75th percentiles of the total compensation levels for comparable positions within our peer groupearn 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 and attainas 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 through the above market financial performance of the Company.stockholders. The executive compensation programsprogram for our Named Executive Officers have been designed to allowallows for flexibility to respond to the evolving business environment, address individual performance and consider internal and external pay equity.

The following graphs depict the mix of cash versus equity compensation as a percentage of total direct compensation awarded to our Named Executive Officers during 2015, assuming target performance levels for cash incentives and maximum performance levels for equity incentives are achieved:

The following graphs depict the mix of fixed (base salary) versus variable (at risk, all incentive compensation) based compensation as a percentage of total direct compensation awarded to our Named Executive Officers during 2015, assuming target performance levels for cash incentives and maximum performance levels for equity incentives are achieved:

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 has directly engaged Ernst & Young LLP asengages an independent compensation consulting firm to review the Company’s executive compensation programs and provide guidance on compensation matters and recommendations made by management and also performed a market study related to non-employee director compensation.management. In 2015, Ernst2017, Frederick W. Cook & YoungCo. (“FW Cook”) advised the Compensation Committee on the Company’s executive compensation programs. A representativeprograms and representatives of Ernst & Young wasFW Cook were present in person or by telephonefrom time to time for all meetings held by the Compensation Committee during 2015.2017.

In accordance with SEC and NYSE rules regarding the independence of compensation consultants, the Compensation Committee has considered the other services Ernst & Youngthe independent compensation consulting firm provides to the Company, the amount of fees paid to Ernst & Youngthe independent compensation consulting firm by the Company, Ernst & Young’sthe independent compensation consulting firm’s policies and procedures designed to prevent conflicts of interest, any business or personal relationship Ernst & Youngthe independent compensation consulting firm may have with any member of the Compensation Committee, any stock of the Company owned by Ernst & Young,the independent compensation consulting firm, and any business or personal relationship Ernst & Youngrelationships the independent compensation consulting firm has with any of the Named Executive Officers. Following that review, the Compensation Committee concluded that Ernst & Young’sFW Cook’s work for the Compensation Committee does not raise a conflict of interest.

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

During 2015,2017, 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. The companies selected to be in our peer group (i) have relevant overlap with our industry, customers and products, (ii) are similar in size, and (iii) have key metrics consistent with our growth strategy. The key metrics considered in evaluating companies for our peer group are revenue size and growth rate, return on equity, net income, earnings per share growth, average gross margins and enterprise value. The Compensation Committee also took into consideration companies identified as peers of our peers, peers by our analysts and peers by governance rating firms. The Compensation Committee typically reevaluates the peer group every two to three years or sooner if acquisitions warrant or events occur such that the companies in the peer group are no longer comparable to our Company. The companies comprising our 2015 compensation peer group are as follows:

The Compensation Committee believes this is an appropriate size for a peer group in order to obtain a representative sample of our competitive market.

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 sixteen companies shown below to better reflect the changed profile of the Company. CTS Corporation, KEMET Corporation, Orthofix International, Thoratec Corporation and Wright Medical Group Inc. were removed from the peer group because they were no longer within the range of 50 percent to 200 percent of Company revenue size, and nine other companies were added that both fit within that range and were representative of the markets in which we compete. We believe that this is an appropriate size for a peer group in order to obtain a representative sample of our market, yet to keepwhile 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 senior level executivesNamed 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 be within 90% to 110% oftarget the competitive market median. In addition to the factors listed above, actual individual base salaries may differ from the competitive market median target 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, in the case ofwith respect to Mr. Hook,Dziedzic, our President & 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 2015, the Compensation Committee reviewed and used a 2012 Ernst and Young market study related to the compensation of the Named Executive Officers, trending the data to 2014, and supplemented it with the 2014 Towers Watson Executive Compensation survey and 2013 proxy data from our peer group. The 2015 base salaries for our Named Executive Officers were compared to this data, and were adjusted for factors such as prior individual experience and performance and expected future contributions, performance of our Company, internal equity considerations within our Company and the degree of difficulty in replacing the executive.

Theannualized base salaries for our Named Executive Officers were as follows:

In December 2015, base salaries for the Named Executive Officers were increased 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 based on a study conducted by Ernst & Young utilizing the 2016 peer group.

Annual Performance-Based Cash Incentives

None of our Named Executive Officers received cash incentive payments under our Greatbatch Growth Bonus Plan (“G²B Plan”) for 2015. The objective of the G²B Planour annual STI program is to provide a targetcompetitive level of performance-based annual cash compensation at the competitive market median,target achievement level, with the opportunity for above mediansignificantly 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. A portionAchievement at 150% of our Named Executive Officers’ annual cash incentive payment is made in the form of shares of Common Stock contributed to their accounts under our 401(k) Plan. See further discussion regarding retirement benefits intarget level was the “Retirement” section.maximum award that could have been earned.

The Compensation Committee sets the performance metrics and funding mechanics for the G²B PlanSTI 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 annual cash incentive planSTI awards for our Named Executive Officers are set based upon Company-wide performance metrics. Payment of annual incentive planSTI awards are based upon the achievement of these performance metrics and can vary significantly from year to year.

Overall funding of our G²B Plan is based upon Company-wide performance measures as recommended byFor 2017, the Compensation Committee and is generally approved by the Board at its first meeting each year. For 2015, the G²B Plan funding percentageSTI program was based upon two financial metrics,metrics: (1) total revenue, (25%)weighted 25% and (2) adjusted operating income (75%)EBITDA (as defined below), weighted 75%. In addition, if the adjusted operating income threshold is not achieved, no portion of the G²B Plan is funded. Once the adjusted operating income metric is achieved the plan funding begins at 50%. Therefore the threshold adjusted operating income metric must be achieved inclusive of the 50% accrual. In 2015 this threshold was not reached. The Compensation Committee believes that these performance metrics are appropriate as they are relevant key metrics that drive stockholder value. %. In 2015 this threshold was not reached, assuming the 50% accrual. The Compensation Committee believes that these performance metrics are appropriate as they are relevant key metrics that drive stockholder value.

Funding of the G²B Plan is calculated in accordance with the following scale:

The Compensation Committee believes that the calculationdesign of the funding and performance metrics areis aligned with the Company’s strategic objective of growing revenue and profitability. The weighting between revenue and adjusted operating incomeEBITDA puts more emphasis on profitability and is believed to be moretherefore 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 2015 G²B Plan individual achievement percentages were determinedgoals and results under the 2017 STI program are as follows:

Adjusted operatingEBITDA for purposes of STI performance consists of GAAP net income under the G²B Plan differs from operating income under GAAP as a result(loss) plus adjustments for (i) acquisition and integration related charges and expenses, (ii) amortization of the exclusion of: (i) acquisition-related charges; (ii)intangible assets including inventorystep-up amortization, (iii) facility consolidation, optimization, manufacturing transfer and system integration charges; (iii)charges, (iv) asset write-down and disposition charges; (iv) severancecharges, (v) charges in connection with corporate realignments or a reduction in force; (v)force, (vi) certain litigation expenses, charges and gains; (vi)gains, (vii) unusual or infrequently occurring items; (vii)items, (viii) gain/loss on cost and equity method investments, (ix) GAAP stock-based compensation, interest expense, and depreciation, (x) GAAP provision (benefit) for income taxes, (xi) cash gains received from cost and equity method investments during the saleperiod, and (xii) foreign exchange. All of investments;the adjustments were reviewed and (viii)approved by the Compensation Committee at the end of the performance period.

The individual target STI program bonuses for our Named Executive Officers were determined by the Compensation Committee to provide targeted total compensation at the median of our competitive market. The target and actual payouts for our Named Executive Officers for 2017 was as follows:

Our 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 were paid out at 101.6% of target levels. All of the STI PSUs granted to each Named Executive Officer 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. In addition, the remaining portion of each Named Executive Officer’s STI bonus that exceeded the value of the STI PSUs (valued as of the respective grant date) was paid in cash in March 2018.

Long-Term Incentives

In addition to annual 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 had been weighted 25% time-based stock options and 75% PSUs 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”).

The Financial PSUs are earned and subsequently vest based on the Company’s 2017 Adjusted Operating Income as follows:

Adjusted Operating Income (“AOI”) for purposes of the Financial PSU performance metric consists of GAAP operating income tax (benefit)(loss) plus adjustments for (i) acquisition and integration related to these adjustments.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 of the performance period, and 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 39 of our 2015 Form 10-K for a reconciliation of adjusted operating income to GAAP operating income.

Individual cash incentives are calculated by multiplying the funding percentage by the individual’s target bonus percent.

Total Available Award (TAA) = (Base Salary x Individual Target Bonus %) x Plan Funding %

The individual target bonus percent forTSR PSUs are earned and subsequently vest based on the Company’s relative TSR rank versus our Named Executive Officers was determined bypeer group over atwo-year period as follows:

AOI and relative TSR were selected as the PSU performance measures because the Compensation Committee in order to provide targeted total cash compensation at the median of our competitive market. The target payout as a percentage of base salary for our Named Executive Officers is as follows:

Illustrative Computation of 2015 cash incentive award for Thomas J. Hook:

Total Available Award =

(Base Salary ($700,000) x Individual Target Bonus % (90%)) x Incentive Plan Funding % (0.0%) = $0

Annual cash incentives for our Named Executive Officers pursuant to the G²B Plan are awarded under the Company’s Executive Short-Term Incentive Compensation Plan, which was approved by stockholders at our 2012 Annual Meeting in order to meet the requirements under Internal Revenue Code (“IRC”) §162(m). Under IRC §162(m), a limitation is placed on the tax deductibility of compensation to certain executives of a publicly-held corporation that exceeds $1,000,000 in any taxable year, unless the compensation meets certain requirements. Historically, our deductions for executive compensation have not been materially impacted by IRC §162(m). We do not believe that any of the changes to our short term cash incentive program that resulted from the adoption of the STIC Plan will impact the deductibility of those awards under IRC §162(m).

Long-Term Incentives

In addition to cash incentives, we also compensate our Named Executive Officers with long-term incentive awards (“LTI”) that are designed tobelieves they most closely align management’s performance incentives with the interests of our stockholders. The LTI program includes time- and performance-based awards that are at the competitive market median of executive officers with those of stockholders and drive appropriate risk taking. Further, the Compensation Committee believes that our mixture of award types provides an appropriate balance between Company performance, and rewarding increases in comparable positions inabsolute stock price and relative performance versus our peers.

Annual LTI award values are intended to be consistent with those provided by our peer group. Our Named Executive Officers receive 25% of their LTI award in time-based stock options and 75% of their award in performance-based restricted stock units. The objective of the time-based award is to provide total direct compensation, when combined with the executive’s base salary and G²B Program award at target, at the bottom

quartile of our competitive market. The objective of the performance-based award is to deliver total direct compensation at the 60^th percentile of our competitive market if target level performance is achieved and deliver the 75^th percentile if the maximum performance level is achieved. The metriccompanies for the performance-based awards is relative total stockholder return (“TSR”) versus our peer group.

The LTI award percentage granted each year iscomparable executive positions. Grant values are reviewed on an individual basis and can be adjusted based on individual performance and expected future contributions. The individual award opportunityopportunities under the LTI Program is expressed as a percentage of theprogram for our Named Executive Officer’s salaryOfficers for 2017 are as follows:

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

The 2013 LTI program matured on January 1, 2016. The TSR achievement of 149.7% was in the 92^nd percentile of our peer group and accordingly all performance awards vested at 100% of maximum on January 15, 2016.

The time based portion of the LTI Program awards was determined based upon the following formula:

Maximum Stock Option Award (MSOA) = (Base Salary x Individual Maximum Award %) x 25%

Non-Qualified Stock Option Grant = (MSOA) ÷ Grant Date Black-Scholes Value

We utilize the Black-Scholes option pricing model to estimate the fair value of stock options granted for financial statement reporting purposes as allowed under GAAP. See Note 11 of the Notes to the Consolidated Financial Statements contained in Item 8 of our 2015 Form 10-K for further explanation of the assumptions and methodology for determining the fair value of stock options granted.

The time-based portion of the LTI awardsRSUs vest in three equal annual installments beginning on the last day of eachthe Company’s 2017 fiscal year, beginningor 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 year of grant. Thisshares earned on the portion of the LTI award is issuedFinancial 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 to 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 3, 2020, subject to continuous employment of the Named Executive Officer with the Company through such dates.

The TSR PSUs will vest based on the Company’s relative TSR rank versus its peer group over the period January 1, 2017 through December 31, 2018. With the exception of Mr. 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 the formfirst quarter of non-qualified stock options2019, and the remaining 50% vesting on January 3, 2020, subject to providecontinuous employment of the Named Executive Officer with the Company through such dates.

Additional Equity-Based Compensation

In January 2015, Mr. Hook, Mr. Dinkins and Mr. Mazza were granted TSR PSUs under the Company’s 2015 LTI program with a balance betweenperformance period of January 1, 2015 through December 31, 2017. The TSR PSUs were eligible to vest based on the amount of stock options and full-value awards provided to our executive officers and to align their interests with those of stockholders.

The performance-based LTI awards, granted 100% in restricted stock units, are determined based upon the following formula:

Maximum Performance Award (MPA) = (Base Salary x Individual Maximum Award %) x 75%

Restricted Stock Unit Grant = MPA ÷ Grant Date Closing Stock Price

The performance metric for these awards isCompany’s relative TSR relative to our peer group for a three-year performance period. In measuring TSR,ranking versus the peer group is set at the award date and does not change unless a peer group company is acquired, in which case that company is removed entirely from the performance measurement period. Relative TSR was selected as the Compensation Committee believed it most closely aligns the interests of our executive officers with those of stockholders and, since this is a long-term measure, drives appropriate risk taking. LTI performance awards will vest at the end of the three-year performance period as follows:

Illustrative Computation of 2015 LTI Program Award for Thomas J. Hook, calculated on his base salaryplace at the time of grant, according to the award:

Time Award (TA) = ($700,000 x 430%) x 25% = $752,500

Non-Qualified Stock Option Grant = ($752,500) ÷ $12.21 = 61,629 stock options

Maximum Performance Award (MPA) = ($700,000 x 430%) x 75% = $2,257,500

Restricted Stock Unit Grant = $2,257,500 ÷ $48.68 = 46,374 restricted stock units

Threshold Performance Award (TPA) = (($700,000 x 430%) x 75%) x 5.333% = $120,392

Restricted Stock Unit Grant= $120,392 ÷ $48.68 = 2,473 restricted stock unitssame payout schedule as used for the 2017 PSUs described above. The 2015 LTI program matured on December 31, 2017, and the Compensation Committee confirmed that the Company’s TSR achievement of 0.58% was below the 25^th percentile TSR of our peer group of 21.04%. Consequently, none of the 2015 PSU vested and the entire award was forfeited.

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 2015, none of our Named Executive Officers2017, Mr. Dziedzic received an additionalaward 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 & Chief Executive Officer having an aggregate value at grant date of $2,000,000 and consisting ofnon-qualified stock options and RSUs. In 2017, Mr. Harris received an award of 3,411 RSUs in connection with his service as interim President, Cardio & Vascular. Also in 2017, Mr. Haire received aone-time award in connection with his acceptance of his position as Executive Vice President & Chief Financial Officer having an aggregate value at grant date of $600,000 and consisting ofnon-qualified stock options and RSUs. On a going forward basis, equity grant.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 awards granted to our other executive officers.    

Our long-term incentive compensationLTI plans and awards are designed and administered by the Compensation Committee in collaboration with management and subject to general oversight by the Board. Historically, we have granted associates long-term incentive compensation in the form of non-qualified and incentive stock options, restricted stock and restricted stock units. Annual long-termLTI 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. Accordingly, theadvance, which provides a safeguard against awards being granted in proximity of any awards to earnings announcements or the release of materialnon-public information would be coincidental. information. All stock options are issued with strike prices that are equal to the value of our closing price for our common stock price on the grant date.

Upon the death or disabilityOther Features of an associate, all outstanding stock option awards immediately vest and all outstanding performance-based restricted stock units immediately vest at the target level applicable to such performance-based awards. All vested stock options expire at various times following the event, no later than one year, based upon the terms of the plan they were awarded from. In the event that an associate’s employment is terminated by the Company without cause, a pro-rata portion of such associate’s performance-based restricted stock units that were awarded more than one year before the date of termination will remain outstanding. These awards will continue to be eligible for vesting based on the Company’s attainment of the performance goals applicable to such awards.

Upon retirement of an associate, all outstanding stock option awards immediately vest and a pro-rated portion of outstanding performance-based restricted stock units held by such associate continue to be eligible for vesting based on the Company’s attainment of the performance goals applicable to such awards. See further discussion regarding retirement benefits in the “Retirement” section.

In the event of a change in control, as defined in the applicable award plan or agreement, unless determined otherwise by theOur Executive Compensation Committee, all unvested stock option awards granted will immediately vest, but only the portion of unvested performance-based restricted stock units that would have vested under the original plan design will immediately vest. While our plans provide for single trigger vesting, our Change in Control agreements with our Named Executive Officers require both a Change in Control and termination of employment for our Named Executive Officers. See further discussion regarding change in control benefits in the “Change in Control Agreements” section.

Tax deductions for awards under our LTI plans may be limited in the future under IRC §162(m). The Compensation Committee considers the potential non-deductibility of stock incentive awards under IRC §162(m) when setting award levels. The Compensation Committee believes that our long-term incentive programs are properly designed to incentivize and retain senior management, which is in the best interest of stockholders even if IRC §162(m) limits are periodically exceeded and the tax deductions are limited.Program

Compensation Recoupment Policy

The Company has adopted a compensation recoupment, or “clawback”“clawback,” policy intended to be consistent with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).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.

In addition, the Dodd-Frank Act requires the SEC to issue regulations requiring issuers to seek recovery from executive officers in certain circumstances involving financial restatements. The SEC has issued proposed regulations implementing this portion of the Dodd-Frank Act. Once the SEC finalizes its regulations regarding the required form of a clawback policy under the Dodd-Frank Act, we expect to amend our clawback policy accordingly.

ShareStock 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, the Compensation Committee designed and the Board approvedwe maintain stock ownership guidelines under which our executive officers are required to hold a meaningful dollar value of Common Stockcommon stock of the Company for the duration of their employment.

For purposes of measuring compliance with these guidelines, shares of Common Stockcommon 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 long-term equity compensationLTI programs are considered shares “owned.” Shares underlying unexercised stock options and unvested performance-based restricted stock and restricted stock unitsawards 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 March 15, 2016,April 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 our Common Stock.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 limited other perquisites 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 oura defined contribution Company 401(k) Plan. This planThe Company 401(k) Plan provides for the deferral of associate compensation up to the maximum IRC limit and a discretionary Company match. ThisIn 2017, this match is currently $0.35for the Company 401(k) Plan was $0.50 per dollar, of participant deferral, up to 6% of the associate’s base salary, for each participant.

In addition to the discretionary Company match described above, U.S. based associates are eligible to receive an additional contribution to the 401(k) Plan under our G²B Plan of up to 4% of their base salary if certain performance metrics are achieved, as describedparticipant in the Annual Performance-Based Cash Incentives section above. The changes to our short term cash incentive program that resulted from the adoption of the STIC Plan are not expected to impact how this contribution is calculated.

Each year we perform standard year-end coverage, nondiscrimination and compliance testing on our 401(k) Plan to ensure compliance with applicable Internal Revenue Service rules and regulations. In the event the plan does not meet the nondiscrimination requirements, a prorated portion of the contributions made by “highly compensated” associates will be returned to the respective associate in order to ensure compliance. Participants immediately vest in their own contributions and earnings and in the Company’s matching and stock contributions to theCompany 401(k) Plan.

We do not offer our U.S. based associates defined benefit pension or deferred compensation benefits as these plans are more expensive to administer in comparison to the programs that we do offer. When designing our retirement and other post-employment benefit programs we consider IRC §409A and continue to evaluate our programs in light of the guidance issued under that rule.

All associates who are at least 59 ¹⁄₂ years of age with a combination of age and length of service equal to at least 69 ¹⁄₂ years are eligible to receive the following benefits under our stock incentive plans on retirement:

Change in Control Agreements and Severance Benefits

We employmaintain 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 themthese 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 other than for cause.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 on 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 Mr. Haire, Friedman and Mr. Smyth provide for potential severance payments and benefits 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, provide for continued employment withsee the same base salary, annual cash incentive and benefits for two years following a change“Potential Payments Upon Termination of Employment or Change in control. Our agreements only provide benefits if there is both a change in control of the Company and termination of employment other than for cause. If the executive is terminated after the change in control, other than for death, disability or cause, or the executive terminates employment for good reason, then the executive will be entitled to certain benefits to be paid in a lump sum in cash. The most significant components of those benefits are as follows:

Our change in control agreements entered into prior to 2011 provide that the Company will make the executive whole for any golden parachute excise tax imposed on a change in control payment, unless the payments are less than 110% of the safe harbor amount. An executive is not entitled to this gross-up if the present value of payments does not exceed 110% of the safe harbor threshold. Instead, the payment due to the executive would be reduced to the safe harbor threshold. This form of change in control agreement is applicable to Mr. Hook, Mr. Arellano and Mr. McEvoy.

During 2011, the Compensation Committee amended the form of change in control agreement, which is provided to prospective executives joining the Company after 2011, to eliminate the gross-up language found in the existing agreements with a best after-tax provision (i.e., the executive’s payment will be scaled back to the golden parachute safe harbor if the executive is better off on an after-tax basis) and to include a 24 month post-employment non-compete covenant. This new form of change in control agreement is applicable to Mr. Dinkins, Mr. Cintra and Mr. Holman.

Based upon the hypothetical termination date of January 1, 2016, the change in control termination benefits for our Named Executive Officers would be as follows:

The calculations above do not take into consideration the value of the non-compete and non-solicitation provisions which are valuable to the Company.

Perquisites

In addition to the elements of compensation discussed above, we also provide senior level executives with various other benefits 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 our Company. We believe that these benefits are reasonable in nature, are not excessive and are in the best interest of our Company and its stockholders.

Education Reimbursement

All associates and dependents of certain associates are eligible to participate in our Education Reimbursement Program. This program is provided to support our innovation and commitment to continuous improvement. We believe that education will support the development of our associates for new positions and enhance their contributions to the achievement of our strategic goals.

Under our Education Reimbursement Program, we reimburse the cost of tuition, textbooks and laboratory fees for all of our associates and dependents of associates employed as of December 14, 2011. All full-time associates are eligible for 100% reimbursement upon the successful completion of job related courses or degree programs. The dependent children benefit for those associates employed as of December 14, 2011 relates to post-secondary education and vests 10% each year of employment until the associates reaches 100%. For associates hired after January 1, 2003, the maximum amount of dependent children reimbursable tuition is based on the cost of tuition at the recognized local state university. For associates hired prior to January 1, 2003 and for all of the Named Executive Officers, there is no maximum limit for dependent children reimbursement.

This dependent tuition reimbursement program was frozen on December 14, 2011 and is now limited to those U.S. associates who were employed by the Company as of that date. Minimum academic achievement is required in order to receive reimbursement under all Education Reimbursement Programs. In fiscal year 2015, Mr. Hook, Mr. Cintra and Mr. McEvoy received benefits under this program. Under the terms of his employment agreement, Mr. Hook’s annual reimbursement is limited to 10% of his base salary.

Executive Life Insurance

Our executive officers receive term life insurance paid by the Company of $5 million for the President and Chief Executive Officer and $1 million for all other executive officers. Additionally, the Company reimburses those executive officers for any additional tax burden resulting from this benefit.

Long-Term Disability

Our executive officers receive long-term disability insurance paid by the Company equal to 60% of salary plus an average of the last two years annual cash incentive award, with no cap. Additionally, the Company reimburses the executive officers for any additional tax burden resulting from this benefit.

Executive Financial Planning

All executive officers, except the CEO, are eligible for reimbursement of financial planning services. Reimbursement is approved for dollar amounts up to $5,000 in the first year of the program and up to $2,500 in all other years. Qualified expenses include income tax preparation, estate planning and investment planning, among others.

Executive Physicals

We provide our executive officers with annual physicals. We cover 100% of the costControl” section of this program. This program was developed to promote the physical wellbeing and health of our executive officers.

Executive Relocation

Reimbursement for relocation expenses for our executive officers is made in accordance with our Executive Relocation Program. This program allows our executive officers to remain as productive as possible during the relocation transition. We provide a miscellaneous allowance equal to two month’s base salary (not to exceed $30,000) and up to three house hunting trips. Additionally, we will pay for temporary lodging and unavoidable storage for up to 90 days, and we will pay for duplicate housing expense for up to 180 days if the current home has been listed for 30 days and a new home has been purchased. We also offer “Loss on Sale Protection” under which we will reimburse up to $100,000 on the loss on sale of the current residence. All reimbursed amounts are to be repaid if the executive officer voluntarily terminates his or her employment within 24 months of relocation. No Named Executive Officer received benefits under this program in 2015.

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.proxy statement.

Employment AgreementAgreements

In general, we do not offer employment agreements to our associates, employment agreements. Noneand none of our Named Executive Officers, other than Mr. Hook was covered by an employment agreement in fiscal year 2015. On August 5, 2013, theDziedzic, our President & Chief Executive Officer, and 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 in order to secure his continuing service as President & Chief Executive Officer.Dziedzic on July 16, 2017. In addition to the benefitsperquisites discussed in this section, Mr. Dziedzic’s employment agreement includes the agreement provides for the following:following terms:

The following table presents the benefits that would be received by Mr. Hook under hisCompany entered into an employment agreement inwith Mr. Harris on September 1, 2016 under which he served as vice president of operations for Cardio & Vascular. Mr. Harris resumed that role when his service as interim President, Cardio & Vascular ended on February 19, 2018. His employment agreement includes the event of a hypothetical termination as of January 1, 2016:following terms:

Severance Benefits

We currently do not have a formal severance plan for our associates. In the past, we have

Tax and Accounting Implications

The following table presentsTax Cuts and Job Act has eliminated the valueIRC §162(m) tax deduction for performance-based compensation paid to certain named executive officers of a publicly-held corporation that exceeds $1,000,000 in any taxable year. Historically, our deductions for executive compensation have not been materially impacted by IRC §162(m), as while the Compensation Committee sought to structure compensation to take advantage of the accelerationexemption under IRC §162(m), it reserved the authority to approvenon-deductible compensation in appropriate circumstances in order to attract, retain, and motivate highly-qualified executives. The Compensation Committee expects that performance-based compensation will continue to be an important component of outstanding equity awards pursuant to the terms of our 2005 Stock Incentive Plan, 2009 Stock Incentive Plan and 2011 Stock Incentive Plan that would be received by our Named Executive Officers, other than Mr. Hook, in the eventOfficers’ total compensation regardless of a hypothetical termination as of January 1, 2016:

Amounts above are based upon our closing stock price of $52.50 on January 1, 2016 (the last day of our 2015 fiscal year). Termination due to death or disability includes the full value of their time-based awards and the value of the vesting of their performance-based awards at target for the 2013, 2014 and 2015 LTI performance awards. Termination without cause and with good reason includes pro rata continuation of the 2014 and 2015 LTI performance awards through the end of the performance period. None of these Named Executive Officers would be eligible for the accelerated vesting of equity upon a retirement as of January 1, 2016, as none of them are at least 59 ¹⁄₂ with age and years of service totaling at least 69 ¹⁄₂ years.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

20152017 Summary Compensation Table

The following table summarizes the total compensation paid or earned by each of the Named Executive Officers for fiscal years 2015, 20142017, 2016 and 2013.2015.