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Definitive Proxy Statement

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A significant amount of the top three executive officers’ compensation provides for the deferral of the payment of shares until six months following separation of service.

Mr. Arduini’s annual equity award has a three-year vesting period and his employment agreement does not include an automatic renewal provision.

The Company limits the amount of annual bonus for any executive officer to no more than 150% of the related target award.

The Company does not provide for excise tax gross-ups in new or amended employment agreements.

The Company’s change in control agreements are governed by double trigger arrangements.

The Important Link to Successful CEO Succession Planning. It was imperative that the Company motivate and retain Mr. Essig and Mr. Arduini through an effective and deliberative transition that would ultimately result in the appointment of Mr. Essig to Executive Chairman and Mr. Arduini to Chief Executive Officer. That consideration resulted in, among other things, the extension of Mr. Essig’s employment agreement in May 2011 with a related grant of 165,000 restricted stock units (the “May RSUs”). The shares underlying the May RSUs will not become available to Mr. Essig until six months after he ceases to be an employee of the Company. Accordingly, they create a powerful incentive for Mr. Essig to ensure a smooth transition in the role of CEO and continue to support Mr. Arduini for an extended period thereafter.

The non-recurring nature of the equity awards to Mr. Essig. Mr. Essig is not eligible for any equity awards in his role as Executive Chairman, unless the Compensation Committee determines otherwise.

The Inducements Needed to Lure a High-Caliber, Big-Company Executive to Integra. The Company is more complex and diversified than any other medical device company of comparable revenues, so the Company increasingly recruits its executives, such as Mr. Arduini, from much larger companies. In order to hire Mr. Arduini in 2010, the Company had to induce him to leave his position as president of a $4.8 billion division of Baxter Healthcare, give up his long-term career prospects there and forfeit incentive compensation. Accordingly, the Board agreed to guarantee certain elements of Mr. Arduini’s compensation for the first year of his employment with the Company as President and Chief Operating Officer until it was determined that he would succeed to the role of CEO. Going forward, Mr. Arduini’s employment agreement does not provide for any such guaranteed elements (see page 36 of the proxy statement).

Deferred Access to Equity Grants Aligns Pay Practices with Performance. All of Mr. Essig’s equity grants in 2011, over 93% of his total compensation in 2011 (and more than 60% of his annual equity award compensation since 2004) are deferred stock units that will not be available to Mr. Essig until six months after he ceases being an employee of the Company. Their actual value to Mr. Essig will depend upon the performance of the Company’s stock price, not just during the period of his employment, but for six months after, giving Mr. Essig a strong incentive to promote a smooth transition in the role of CEO and creating a strong alliance with the interests of shareholders.

The Value of Mr. Essig’s Equity Grants Was Much Lower at the End of 2011. The grant date accounting value of Mr. Essig’s 2011 equity grants does not represent the value of these grants implied over the relevant time period. The May RSUs were granted at a time when the Company’s stock price was near its all-time high. In fact, the implied value of Mr. Essig’s May RSUs at the end of 2011 was approximately 60% of the $8.4 million grant date accounting value of his 2011 equity grants.

ISS asserted that Mr. Essig “remains entitled to a minimum 75,000-share annual equity award under the terms of his employment agreement.” In fact, Mr. Essig is not eligible to receive any “minimum equity award” in the future (see page 36 of the proxy statement and the Company’s Current Report on Form 8-K filed on December 23, 2011).

ISS asserted that “Mr. Essig (and perhaps Mr. Arduini) is entitled to guaranteed equity awards under the terms of their employment agreements.” In fact, going forward neither Mr. Essig nor Mr. Arduini is entitled to guaranteed equity awards (see page 36 of the proxy statement).