DEF 14A of Inogen Inc, Mar 27, 2025

DEF 14A of Inogen Inc

Filed Mar 27, 2025 · FY20240000950170-25-045737

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Kevin King has served on our Board and is currently the Chairperson of the Compliance Committee and a member of our Audit Committee. Mr. King also served as Chairperson of the Compensation Committee from March 2022 to March 2024. He has over three decades of experience in the healthcare and IT industries in leadership roles. Mr. King previously served as Chief Executive Officer, President and Director of iRhythm Technologies, Inc. (Nasdaq: IRTC) from July 2012 to April 2021. Prior to iRhythm, Mr. King was President, Chief Executive Officer and a Director of Affymetrix, Inc.(Nasdaq: AFFX), an innovator in the field of genetic analysis from 2007 to 2011. He served as President and Chief Executive Officer of Thomson Healthcare, an information services business which focused on a range of healthcare-related businesses. Mr. King was a senior executive at GE Healthcare, where he led several business units from 1997 to 2005. Mr. King held leadership roles at Hewlett Packard’s Medical Products Group. Mr. King has served on the Board of Directors of Turing Medical, a private company, since June 2023. Mr. King holds a B.A. in Economics and Biology from the University of Massachusetts and an M.B.A. from New Hampshire College. The Board believes that he is qualified to serve as a director of Inogen because of his leadership experience and his extensive industry experience. Mary Katherine (Mary Kay) Ladone has served on our Board and is currently the Chairperson of our Compensation Committee and a member Audit Committee. Ms. Ladone served as Senior Vice President, Corporate Development, Strategy and Investor Relations, of Hill-Rom Holdings, Inc. (“Hill-Rom”), a medical technology company, from December 2018 until January 2022 and previously served as Vice President, Investor Relations, of Hill-Rom from July 2016 to December 2018. Prior to Hill-Rom, from July 2015 until July 2016, Ms. Ladone served as Senior Vice President, Investor Relations Officer of Baxalta Inc., a biopharmaceutical company. Prior to Baxalta, Ms. Ladone served in a variety of senior finance, business development and investor relations roles for Baxter International, Inc. from 1998 until July 2015. Ms. Ladone currently serves on the board of directors of Bioventus, Inc. (Nasdaq: BVS), a biotechnology company, as a member of its audit committee and compensation committee and Kestra Medical Technologies (Nasdaq: KMTS), a medical device company, as the chair of its audit committee and a member of the nominating and governance committee. She also joined the board of directors of Novanta Inc. (Nasdaq: NOVT) in July 2024. Ms. Ladone holds a Bachelor’s in Business Administration from the University of Notre Dame. The Board believes that she is qualified to serve as a director of Inogen because of her leadership experience and her extensive industry and investor relations experience. Kevin R.M. Smith has served as our Chief Executive Officer, President and a member of our Board since November 2023. Prior to joining Inogen, Mr. Smith served as the Chief Executive Officer (“CEO”), President and Executive Director at Sirtex Medical Limited, a medical device company, from April 2019 to November 2023, after serving as Executive Vice President of Sales & Marketing, Americas from 2017 to 2019. Mr. Smith also served on Sirtex’s Board of Directors from 2019 to 2023. From December 2021 to April 2022, Mr. Smith also served as interim President and Chief Executive Officer and Director at OncoSec Medical, Inc. (Nasdaq: ONCS), a biotechnology company, and served on its Board of Directors from 2020 to 2023. In his previous roles Mr. Smith served as Executive Vice President of Business Development at Gel-e, Inc., as Chief Commercial Officer at Sensium Healthcare, as Global Vice President of Sales & Marketing at Teleflex, and served in various sales and marketing roles in medical device companies. Mr. Smith holds a Master of Business Administration in Global Management from University of Phoenix and a Bachelor of Science in Marketing from the University of Kentucky. The Board believes that he is qualified to serve as a director of Inogen due to his extensive industry and leadership experience.

  2. Continuing Directors

    Continuing Directors Elizabeth Mora has served as Chairperson of our Board and as a member of our Board since May 2021. Ms. Mora is currently a member of the Compensation Committee and Nominating and Governance Committee. Ms. Mora also served as Chairperson of the Compliance Committee from December 2021 to March 2024. Ms. Mora previously served as Chief Administrative Officer, Vice President for Finance, Administration and Treasurer at the Charles Stark Draper Laboratory from 2008 to 2020. Previously, Ms. Mora served in a variety of leadership roles at Harvard University from 1997 to 2008, including as Chief Financial Officer and Vice President for Finance, Associate Vice President, Research Administration, and Director, Office for Sponsored Research. Prior to that, Ms. Mora served at Coopers and Lybrand LLP (PricewaterhouseCoopers) as Senior Manager, from 1992 to 1997 and as an Audit Senior and Manager, from 1989 to 1992. Ms. Mora currently serves on the board of directors of MKS Instruments (Nasdaq: MKSI) and Limoneira Company (Nasdaq: LMNR). Ms. Mora served on the board of GCP Applied Technologies (NYSE: GCP) from 2016 to 2020, Everest Consolidator Acquisition Corporation (NYSE: MNTN) from 2020 to 2024 and Nuburu, Inc. (NYSE American: BURU) from 2023 to 2025. Ms. Mora holds a Bachelor of Arts from the University of California, Berkeley, and an MBA from Simmons College. Ms. Mora holds an active CPA license in the Commonwealth of Massachusetts. The Board believes that she is qualified to serve as Chairperson of the Board because of her extensive experience in finance and accounting and director of various public and private companies. Heather Rider has served as a member of our Board since 2014 and is currently Chairperson of the Nominating and Governance Committee and a member of the Compensation Committee since October 2020. Ms. Rider also served as Chairperson of the Compensation, Nominating and Governance Committee from January 2018 to September 2020 and Chairperson of the Compensation Committee from October 2020 until March 2021. From 2012 to 2013, Ms. Rider served as Vice President, Global Human Resources of Cymer, Inc., a publicly traded supplier of light sources for semiconductor manufacturing that was acquired by ASML Holding NV in 2013. From October 2010 to September 2012, Ms. Rider served as Senior Vice President, Global Human Resources of Alphatec Holdings, Inc. (Nasdaq: ATEC), a publicly-traded medical device company focused on surgical treatment of spine disorders, and from 2006 to 2010, she served as Vice President, Human Resources of Intuitive Surgical, Inc. (Nasdaq: ISRG), a publicly-traded manufacturer of robotic surgical systems. From 2001 to 2005, Ms. Rider served as Senior Vice President of Global Human Resources of Sunrise Medical, Inc., a global manufacturer and distributor of durable medical equipment. From 1998 to 2001, Ms. Rider served as Vice President of Human Resources of Biosense Webster, a member of the Johnson & Johnson family of companies, and a medical device manufacturer of intracardiac catheters and location technology. Prior to 1998, Ms. Rider served as Head of Human Resources for City of Hope, a leading research and treatment center for cancer, diabetes and other life-threatening diseases, CAP/MPT, a medical malpractice provider for physicians in California and medical malpractice insurance for large physician groups and hospitals, and Environmental Diagnostics International, a bio-diagnostics company with focus on the detection of environmental compounds and diseases using monoclonal antibody technology. Ms. Rider currently serves on the Board of Directors of ProSomnus, a medical technology company related to the obstructive sleep apnea. Ms. Rider served on the Board of Directors of Intricon Corporation (Nasdaq: IIN) from March 2020 to May 2022 until its acquisition, and on the Board of Directors of Prosomnus Sleep Technologies (OTC: OSAPQ) from December 2022 to August 2024. Ms. Rider holds a Bachelor of Arts in Psychology from Claremont McKenna College and an M.B.A. from Pepperdine University. The Board believes that she is qualified to serve as a director of Inogen because of her extensive executive-level experience with healthcare and life science companies. Glenn Boehnlein has served on our Board and as Chairperson of the Audit Committee and a member of our Compliance Committee since March 2022. He has served as Vice President, Chief Financial Officer of Stryker Corporation (NYSE: SYK), a medical devices company since January 2016. Prior to serving as CFO, Mr. Boehnlein served in multiple leadership positions at Stryker, including Chief Financial Officer and Vice President of the MedSurg and Neurotechnology Group from January 2011 until December 2015 and Chief Financial Officer of the Endoscopy Division from January 2003 until December 2010. Prior to Stryker, from 2000 until January 2003, Mr. Boehnlein served as Chief Financial Officer of MyPrimeTime, a media company. Prior to MyPrimeTime, Mr. Boehnlein was a partner and certified public accountant at Arthur Andersen LLP, an accounting firm. Mr. Boehnlein has served on the Board of Directors of Sutter Healthcare System, a private company, since March 2024. Mr. Boehnlein holds a Bachelor’s in Accountancy and Master’s in Professional Accountancy from Mississippi State University. The Board believes that he is qualified to serve as a director of Inogen because of his leadership experience and his extensive experience in finance and accounting. Mira Sahney has served as a Member of our Board since January 2025. She also serves as a board member of Claria Medical (“Claria”), a privately held minimally invasive surgical tools company. She joined Claria's board in 2017. Previously, Ms. Sahney served as the President of the Pelvic Health Operating Unit at Medtronic (NYSE: MDT) from 2021 to 2024. Before joining Medtronic, Ms. Sahney served as President, Chief Executive Officer, and Director of Hyalex Orthopaedics (“Hyalex”), a venture-backed medical device innovator from 2017 to 2021. Prior to Hyalex, she served in leadership roles at Smith + Nephew (LON: SNN), including as Senior Vice President and General Manager of both the Ear, Nose, and Throat and the Gynecology businesses. Ms. Sahney began her medical technology career as co-founder and President of Myomo, Inc. (NYSE: MYO), a wearable medical robotics company addressing neurological disorders. Ms. Sahney graduated summa cum laude from the University of Michigan with a B.S. in Mechanical Engineering. She holds an M.S. from Stanford University in Mechanical Engineering. Ms. Sahney also holds both an M.S. in Engineering and an MBA from the Massachusetts Institute of Technology. The Board believes that Ms. Sahney is qualified to serve as a director of Inogen because of her leadership experience and her extensive experience with healthcare and medical device companies.

  3. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director The Nominating and Governance Committee will use the following procedures to identify and evaluate any individual recommended or offered for nomination to the Board: The Nominating and Governance Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the Committee from other sources. • In its evaluation of director candidates, including the members of the Board eligible for re-election, the Nominating and Governance Committee will consider the following: – the current size and composition of the Board and the needs of the Board and the respective committees of the Board; – such factors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like. The Nominating and Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors; and – other factors that the Nominating and Governance Committee deems appropriate. The Nominating and Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on the Board: • the highest personal and professional ethics and integrity; • proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; • skills that are complementary to those of the existing Board; • the ability to assist and support management and make significant contributions to the Company’s success; and • an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. If the Nominating and Governance Committee determines that an additional or replacement director is required, the Nominating and Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Governance Committee, the Board or management. The Nominating and Governance Committee may propose to the Board a candidate recommended or offered for nomination by a stockholder as a nominee for election to the Board.

  4. Director Compensation

    Director Compensation In October 2024, our Board, upon recommendation of the Compensation Committee and in consultation with Mercer, reviewed our non-employee director compensation program as well as our “Equity Ownership Guidelines” and determined that no changes were necessary. A more detailed description of these guidelines is provided in the “Equity Ownership Guidelines” section of this proxy statement below. Cash Compensation. All non-employee directors are entitled to receive the following cash compensation for their services: • $45,000 per year for service as a Board Member; $75,000 per year for service as Chairperson of the Board; $20,000 per year for service as Chairperson of the Audit Committee; $15,000 per year for service as Chairperson of the Compensation Committee; • $10,000 per year for service as Chairperson the Nominating and Governance Committee; • $10,000 per year for service as Chairperson the Compliance Committee; • $10,000 per year for service as a member of the Audit Committee; • $7,500 per year for service as a member of the Compensation Committee; • $5,000 per year for service as a member of the Nominating and Governance Committee; and • $5,000 per year for service as a member of the Compliance Committee. All cash payments to non-employee directors are paid quarterly in arrears on a pro-rata basis. Equity Compensation. Initial Awards: Each non-employee director who first joins our Board will be granted an initial award of restricted stock units (“RSUs”) covering a number of shares equal to the product of (i) the number of RSUs subject to the Annual Award (as defined below) provided to non-employee directors at the last annual meeting of stockholders preceding the date in which such person first becomes a non-employee director (the “Start Date”) multiplied by (ii) a fraction (A) the numerator of which is (x) 12 minus (y) the number of fully completed months between the date of the last annual meeting and the start date and (B) the denominator of which is 12, rounded to the nearest whole share. Each such initial award will vest on the same date as the other Annual Awards that are outstanding as of the grant date, subject to the non-employee director continuing to be a service provider through the applicable vesting date. Annual Awards: On the date of each annual meeting of stockholders, each non-employee director will automatically be granted an award of RSUs covering a number of shares having a grant date fair value of $180,000, rounded down to the nearest whole share (the “Annual Award”). The Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the Annual Meeting following the date the Annual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. Elections to Receive RSUs in Lieu of Cash Compensation: Each non-employee director who serves as Chairperson of our Board may elect to convert all or a portion of his or her cash compensation for service as Chairperson of our Board into an award of RSUs covering a number of shares having a grant date fair value equal to the aggregate amount of cash compensation for which the non-employee director submitted an award election, rounded down to the nearest whole share. Such award will be granted on the date of the annual meeting of stockholders and will vest quarterly in equal amounts, subject to the non-employee director continuing to be a service provider through each applicable vesting date. All awards granted to non-employee directors of our Board are subject to 100% vesting acceleration in connection with a “change in control” pursuant to our Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”). The table below shows compensation earned by our non-employee directors during 2024. Directors who are also our employees receive no additional compensation for their service as a director while they are also employees. During the year ended December 31, 2024, Mr. Smith served in the role of President and Chief Executive Officer and therefore is treated as a NEO. Mr. Smith’s compensation is set forth in the “2024 Summary Compensation Table” below. Director Mira Sahney was appointed to the Board in January 2025. She did not serve as a director during any portion of 2024 and is therefore not included in the table below because she did not earn any compensation from us during 2024.

  5. 2024 Director Compensation Table

    2024 Director Compensation Table

  6. 2024 Director Compensation Table

    | | Cash | Stock | All Other | | | Name | Compensation | Awards(1) | Compensation | Total | | Elizabeth Mora(2) | $132,912 | $179,998 | — | $312,910 | | Kevin King(3) | 65,824 | 179,998 | — | 245,822 | | Glenn Boehnlein(4) | 70,000 | 179,998 | — | 249,998 | | Heather Rider(5) | 62,500 | 179,998 | — | 242,498 | | Mary Kay Ladone(6) | 68,764 | 179,998 | — | 248,762 | | Thomas A. West(7) | 55,000 | 179,998 | — | 234,998 |

  7. 2024 Director Compensation Table

    For Ms. Mora, Mr. King, Mr. Boehnlein, Ms. Rider, Ms. Ladone and Mr. West, represents the aggregate grant date fair value as computed in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See the notes to our audited financial statements included in our Annual Report on Form 10-K for fiscal year 2024 filed with the SEC on February 28, 2025 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock awards. (2) As of December 31, 2024, Ms. Mora had 21,871 shares issuable upon vesting of time-based RSUs. (3) As of December 31, 2024, Mr. King had 21,871 shares issuable upon vesting of time-based RSUs. (4) As of December 31, 2024, Mr. Boehnlein had 21,871 shares issuable upon vesting of time-based RSUs. (5) As of December 31, 2024, Ms. Rider had 21,871 shares issuable upon vesting of time-based RSUs. (6) As of December 31, 2024, Ms. Ladone had 21,871 shares issuable upon vesting of time-based RSUs. (7) As of December 31, 2024, Mr. West had 21,871 shares issuable upon vesting of time-based RSUs. Mr. West resigned from the Board effective January 31, 2025. Equity Ownership Guidelines We maintain equity ownership guidelines to further align interests of directors and executives with those of our stockholders. The guideline level for non-employee directors is three times the annual cash retainer for Board service. A more detailed description of these guidelines is provided in the “Equity Ownership Guidelines” section of this proxy statement below. As of December 31, 2024, the respective ownership levels of all of our non-employee directors met the current guidelines.

  8. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is currently comprised of seven members. In accordance with our certificate of incorporation, our Board is divided into three classes with staggered three-year terms. At the Annual Meeting, three Class II directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of our Company.

  9. 2024 Management Changes

    2024 Management Changes 2024 continued to be a transition year for us as we appointed three new members of the management team. Our 2024 executive compensation programs and decisions reflect this. The amount and terms of the compensation provided to our new NEOs were set at levels that we believed were important to recruit these highly qualified executives to our company and retain them over the long term. • On January 2, 2024, we appointed Gregoire Ramade as Executive Vice President, Chief Commercial Officer, effective immediately. • On January 24, 2024, we appointed Michael Bourque to serve as our Executive Vice President, Chief Financial Officer and Treasurer, effective March 4, 2024, to succeed Mr. Sergesketter, who served in that position on an interim basis. Mr. Bourque succeeded Mr. Sergesketter, who, on March 4, 2024, was no longer considered as an officer effective upon the date Mr. Bourque commenced employment. In connection with his hire, Mr. Bourque entered into an employment and severance agreement with us. • On April 11, 2024, we mutually determined with Dr. Glezer that he would separate from employment with us on May 3, 2024. Dr. Glezer executed a separation agreement and release with us, dated as of May 10, 2024. The agreement is described in the “Severance Payments” section below. • On July 22, 2024, we appointed Kevin P. Smith to serve as our Executive Vice President, General Counsel, Secretary and Business Development, effective immediately. Mr. Smith succeeded Jason Somer in the positions of Executive Vice President and General Counsel and Secretary, whose role ended effective July 19, 2024. In connection with these changes, Mr. Somer entered into an agreement with us, which agreement is described in the “Employment Agreements” section below.

  10. Executive Summary

    | What We Heard | What We Did | | Stockholders would like to see a more diverse use of performance metrics in our incentive plans. | We restructured our long-term incentive compensation program effective with our 2024 performance-based RSU grants, to remove overlapping performance metrics and to use a more balanced mix of absolute and relative measures across the plans: • Our 2024 annual incentives were based on revenue (50% weighting) and Adjusted EBITDA (50% weighting). • Our 2024 performance-based RSUs were measured based on relative Total Shareholder Return (“TSR”). • Our 2025 performance-based RSUs will continue to be measured on relative TSR. | | Stockholders favor three-year performance measurement periods for long-term incentive awards. | We eliminated annual performance targets and eliminated annual vesting for our performance-based RSUs. Starting in 2024 and continuing into 2025, actual awards earned are based on results measured on a relative basis against the S&P 1000 Health Care Equipment Select Industry Index after the end of a three-year performance period. | | Shareholders want challenging performance targets and stronger alignment between executive compensation and the stockholder experience. | We set the relative TSR performance required for a target payout at the 60th percentile for the 2024 performance-based RSUs. We reduced 2024 annual equity grant values by 40% relative to prior year grants in recognition of the significant decline in our stock price and took additional steps to reduce our overall share grant or burn rate. We set the relative TSR performance required for a target payout at the 75th percentile for the 2025 performance-based RSUs. |

  11. Executive Summary

    We believe these changes create a stronger incentive structure that continues to incentivize the senior leadership team to execute on strategies that drive our business results and reflects our stockholders’ preferences. We will continue to keep an open dialogue with our stockholders to help ensure that we have a regular input on their perspectives. 2024 Executive Compensation Program Our executive compensation program is designed to be competitive and balance our goals of attracting, motivating, rewarding, and retaining our executive officers and driving company performance. To align our executive officers’ interests with those of our stockholders, a substantial portion of each executive officer’s target annual total direct compensation opportunity is “at-risk,” meaning the amounts paid to each executive officer will vary based on our Company performance. In general, we target total cash compensation and other executive compensation levels to be within the median of our peer group and comparable to similarly situated executives. However, the specific competitiveness of any individual executive’s pay will be determined considering factors like the executive’s experience, skills and capabilities, contributions as a member of the executive management team, and contributions to our overall performance. The Compensation Committee also consider the sufficiency of total compensation potential and the structure of pay plans to ensure the hiring or retention of an executive when considering the competitive labor environment. Consistent with our pay-for-performance philosophy, we took the following actions during 2024 with respect to NEO compensation. Competitive Cash Incentive Payments: In the first quarter of 2024, we established annual cash incentive opportunities to reflect competitive market conditions and overall strong performance and structured our 2024 cash incentive compensation plan to focus 50% on revenue and 50% on Adjusted EBITDA. Revenue and Adjusted EBITDA continued to be two key measurements of our growth and profitability, as the criteria for payment of cash incentives to the NEOs. To further incentivize driving growth and profitability, we re-weighted the key measurements for cash incentive payments. Based on our results in revenue and Adjusted EBITDA in 2024, our bonus pool was funded at 200% of target for our NEOs under the 2024 Incentive Plan (as defined below). Performance-Based and Time-Based Full Value Awards: During 2024, we granted long-term incentive compensation opportunities in the form of full value awards - RSUs. These equity awards are subject to performance- and/or time-based vesting requirements and are intended to further align our executives’ interests with those of our stockholders. The equity awards are weighted 50% on performance-based and 50% on time-based vesting requirements. In 2024, we exceeded our revenue goal; as a result, the 2024 tranche of our NEOs’ performance-based RSU awards vested at 127% of target for each of the awards granted in 2023 and 2024. New CFO Compensation Michael Bourque was appointed as CFO of the Company, effective March 4, 2024. In setting Mr. Bourque’s annual compensation as well as his sign-on grants, the Compensation Committee considered factors including, but not limited to, his extensive industry experience, leadership roles requiring innovation and thought leadership, technical acumen and the compensation of CFOs at similarly situated publicly traded companies. The following is an overview of his compensation: 2024 Annual Target Direct Compensation: Mr. Bourque’s regular annual target direct compensation is comprised of an annual base salary and target annual and long-term equity compensation opportunities as follows: • Base salary: $425,000 • Target annual cash incentive compensation opportunity (“target bonus”): 60% of base salary • Annual equity grants: Beginning in March 2025, Mr. Bourque was eligible for annual Company equity awards on the same terms and conditions as the annual equity awards made to the Company’s similarly situated executives and as approved by the Board or the Compensation Committee. One-Time Sign-On Grants: In addition to offering Mr. Bourque a competitive annual compensation package, the Board approved one-time new hire awards in part to make up for forgone incentives at his previous employer as follows: • Cash sign-on bonus: $100,000. • Equity sign-on award: 150,000 shares of the Company’s common stock, comprised of (i) 75,000 time-based RSUs and (ii) 75,000 performance-based RSUs. Subject to Mr. Bourque’s continued service with the Company, one-third of the RSUs will vest annually over three years. Subject to Mr. Bourque’s continued service with the Company, the performance-based RSUs will vest based on the Company’s achievement of revenue performance goals for each of 2024 and 2025. The time-based RSUs and performance-based RSUs are each subject to the terms and conditions of the Company’s 2024 CFO Inducement Grant and applicable award agreements. The continued use of performance-based RSUs as an equity sign-on award is intended to drive achievement of key performance goals. Executive Compensation Governance Highlights We maintain sound governance standards consistent with our executive compensation policies and practices and we seek to adhere to the best practices for compensation and corporate governance purposes. The Compensation Committee and in certain cases, the independent members of our Board, evaluate our executive compensation program regularly to ensure that it supports our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent as well as protect our stockholders’ interests. These policies and practices were in effect during 2024: Compensation Governance

  12. Executive Summary

    | ✓ | Compensation At-Risk. Our executive compensation program is designed so a significant portion of compensation is “at risk” based on our performance through our short-term cash and long-term equity incentive compensation opportunities; | | ✓ | No Tax Reimbursements on Severance or Change in Control Payments. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits; | | ✓ | No Special Retirement Plans. We do not offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements exclusively to our executive officers; | | ✓ | No Special Health or Welfare Benefits. Our executive officers participate in the same company-sponsored health and welfare benefits programs as our other full-time, salaried employees; | | ✓ | Hedging and Pledging Prohibited. We prohibit our employees, including our NEOs and directors, from pledging our securities or engaging in hedging transactions; | | ✓ | Clawback Policy. We have a Clawback Policy that complies with the mandatory recovery of erroneously paid compensation rules of the Nasdaq Stock Market, applicable to our executive officers that provides for the recovery of incentive-based compensation in the event of a financial restatement under certain circumstances. |

  13. Governance of Executive Compensation Program

    Governance of Executive Compensation Program Role of Our Compensation Committee and our Board Our Compensation Committee, which operates under a written charter adopted by the Board, is primarily responsible for reviewing and approving or recommending to the Board the compensation arrangements for our executive officers. In carrying out these responsibilities, the Compensation Committee reviews all components of executive officer and director compensation for consistency with our compensation philosophy as in effect. The Compensation Committee’s review of the base salary levels, annual cash incentive compensation opportunities, and long-term equity incentive compensation opportunities of our executive officers, including the NEOs, generally occurs around the beginning of the year, or more frequently as warranted. To date, our Compensation Committee has not established any formal policies or guidelines for allocating compensation between short-term and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. However, as described above, our Compensation Committee seeks to provide a significant portion of our executive officer compensation in the form of variable, at-risk pay. Our Compensation Committee or the independent members of the Board approve executive compensation decisions after taking into account these recommendations and such other factors as they deem relevant and as further described below. Typically, executive compensation adjustments to cash compensation are effective in the first quarter of the year. Role of Our Executive Officers In connection with its review and approval or recommendations, our Compensation Committee considers the recommendations of our Chief Executive Officer regarding the compensation of our executive officers who report directly to him. These recommendations generally include annual adjustments to compensation levels and an assessment of each executive officer’s overall individual contribution, scope of responsibilities and level of experience. While our Compensation Committee retains discretion to set executive officer compensation, it gives considerable weight to our Chief Executive Officer’s recommendations because of his direct knowledge of each executive officer’s performance and contribution to our business. No other executive officer participates in the determination or recommendation of the amount or form of executive officer compensation, but our Board or our Compensation Committee may discuss with our Chief Executive Officer or Chief Financial Officer our financial, operating and strategic business objectives, incentive targets or performance goals. The Board or the Compensation Committee reviews and determines the appropriateness of the financial measures and performance goals, as well as assesses the degree of difficulty in achieving specific incentive targets and performance goals. Role of Compensation Consultant The Compensation Committee engages an independent compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its executive compensation review. For the first six months of 2024, the Compensation Committee retained Pearl Meyer to serve as its independent executive compensation consultant and for the last six months of 2024, the Compensation Committee retained Mercer to serve as its independent executive compensation consultant and review the competitiveness of our compensation program for our senior executive officers and non-employee directors. Mercer also advises the Compensation Committee regarding various other executive and director compensation issues, as requested. No member of our management team participated in the Compensation Committee’s decision to retain Mercer. Mercer reports directly to the Compensation Committee, and the Compensation Committee may replace Mercer or hire additional consultants at any time. Mercer attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chairperson between meetings; however, the Compensation Committee, or the independent members of the Board, make all decisions regarding the compensation of our executives. Mercer provides various compensation consulting services to the Compensation Committee with respect to our executives and other key employees pursuant to a written consulting agreement with the Compensation Committee. The services Mercer provides under the agreement include advising the Compensation Committee on the principal aspects of the Company’s executive compensation program including evolving best practices and providing market information and analysis regarding the competitiveness of the Company’s executive compensation program design. Competitive Positioning In 2024, the Compensation Committee approved a group of peer group companies (the “Compensation Peer Group”). The Compensation Peer Group included similarly-situated medical device and diagnostic companies that were identified by Mercer as companies with similar financial and growth characteristics and as competitors for executive talent based generally on the following criteria: • Had revenue for the trailing 12 months of $100 million to $1 billion (with selected exceptions); • Had market capitalization of $100 million to $4 billion (with selected exceptions); and • Was in the healthcare equipment, supplies, providers, or services industry, which includes medical device companies The Compensation Peer Group consisted of 19 companies that met the industry criteria and financial criteria. The following 19 companies comprised the Compensation Peer Group plan to be used to set compensation for 2024:

  14. Governance of Executive Compensation Program

    | | Compensation Peer Group | | | | | | | Range | | | | (In millions) | Inogen | Low | High | Median | | Revenue(1) | $369 | $169 | $413 | $329 | | Market Capitalization | 192 | 306 | 1,970 | 455 |

  15. Executive Compensation Elements

    Executive Compensation Elements Base Salary We provide an annual base salary to each of our executive officers, including our NEOs, to compensate each of them for services rendered during the year. Salaries are reviewed annually by the Compensation Committee or, at the request of the committee, the independent members of our Board, and adjusted for the ensuing year based on (i) both qualitative and quantitative factors such as company performance, job level, responsibilities and prior experience and expertise, individual performance, and future potential, (ii) internal review of the executive officer’s total compensation, individually and relative to our other executive officers with similar levels of responsibility within our organization and (iii) an evaluation of the compensation levels of similarly-situated executive officers in our Compensation Peer Group and in our industry generally. Mr. K.R.M. Smith's base salary was established through arm's length negotiation in connection with his hire in 2023. In setting the salaries of our other NEOs’ base salaries for 2024, we considered the recommendations of the Chief Executive Officer regarding the compensation of each of the NEOs who reported directly to him, the NEO’s role and responsibilities within the Company, and such other factors described above. We also considered the 50th percentile as a general guideline for the appropriate level of base salaries but do not attempt to benchmark base salary to any specific percentile. We believe that this approach to setting base salary levels allows us to be competitive, while retaining flexibility to tailor compensation based on individual circumstances. Given the amount of transition amongst our management team and to save costs, none of our NEOs who were NEOs during 2023 received a base salary increase in 2024. The 2024 base salaries for our NEOs were as follows:

  16. Executive Compensation Elements

    Mr. Bourque’s base salary was effective on his date of hire on March 4, 2024. (2) Mr. Smith’s base salary was effective on his date of hire on July 22, 2024. (3) Mr. Sergesketter’s base compensation was $40,000 per month, which has been annualized for purposes of the table, was effective on his date of hire on December 13, 2021 through May 27, 2022 and his date of re-hire on September 11, 2023 through May 2, 2024. Cash Incentive Compensation Overview of 2024 Incentive Plan. We maintained a cash executive incentive compensation plan for 2024 (the “2024 Incentive Plan”) for our eligible, non-commissioned employees, including our executive officers (other than Mr. Sergesketter). Mr. Sergesketter was not eligible to receive any bonuses during his employment, other than the completion bonus described in the “Employment Agreements” section below. The 2024 Incentive Plan was designed to increase stockholder value and our success by motivating our employees, including our participating NEOs, to perform to the best of their abilities and achieve our objectives. The Compensation Committee determined the performance goals applicable to target awards under the 2024 Incentive Plan. Target Cash Incentive Opportunities. Except for Mr. Sergesketter, each of our executive officers, including each of our NEOs, was assigned a target annual incentive compensation opportunity under the 2024 Incentive Plan, which was calculated as a percentage of his or her annual base salary as of the end of 2024. The annual cash incentive compensation opportunities and actual payouts of the NEOs for fiscal 2024 were:

  17. Executive Compensation Elements

    | | 2024 Target Annual Cash Incentive Compensation Opportunity (as a percentage of base salary) | 2024 Target Annual Cash Incentive Compensation Opportunity | | 2024 Maximum Annual Cash Incentive Compensation Opportunity | | 2024 Actual Annual Cash Incentive Compensation | | | Name | (%) | ($)(1) | | ($)(2) | | ($)(3) | | | Kevin R.M. Smith | 100.0% | | 700,000 | | 1,400,000 | | 1,410,000 | | Michael Bourque | 60.0% | | 255,000 | | 510,000 | | 425,000 | | Kevin P. Smith | 50.0% | | 210,000 | | 420,000 | | 189,000 | | Gregoire Ramade | 60.0% | € | 218,500 | € | 437,000 | € | 437,000 | | Michael Sergesketter | N/A | N/A | | N/A | | N/A | | | Stanislav Glezer | 60.0% | € | 303,000 | € | 606,000 | | - |

  18. Executive Compensation Elements

    The Compensation Committee reserved the right to increase, decrease, or eliminate any incentive payment that may be payable under the 2024 Incentive Plan, based on the factors it deemed relevant. 2024 Incentive Plan Achievement Our 2024 results were revenue of $335.7 million (resulting in a percentage achievement of 200%) and Adjusted EBITDA of negative $4.9 million (resulting in a percentage achievement of 200%). Accordingly, the 2024 Incentive Plan funded at an aggregate weighted payout percentage of 200% of target. The actual amount of each eligible NEO’s payment under the 2024 Incentive Plan is also set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table beginning on page 57. Long-Term Incentive Compensation - Annual Equity Grants We believe long-term incentive compensation is an effective means of focusing our executive officers, including the NEOs, on driving improved financial performance and increased stockholder value over a multi-year period, provides a meaningful reward for long-term value creation, and motivates them to remain employed with us. This approach aligns the contributions of our executive officers with the long-term interests of our stockholders and allows them to participate in any future appreciation in our common stock. In 2024, we determined long-term incentive compensation for Mr. K.R.M. Smith and Dr. Glezer as part of our annual compensation review and after considering a competitive market analysis, the recommendations of the Chief Executive Officer, the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our earnings, our Company performance and their contributions towards achieving performance, and the other factors described above. We did not benchmark long-term incentive compensation to any specific percentile. In February 2024, the Compensation Committee approved equity awards to our NEOs in the form of RSUs in the following amounts and on the following terms effective as of March 1, 2024 and April 4, 2024, although Mr. Bourque and Mr. K.P. Smith’s awards were effective as of each first date of employment, March 4, 2024 and July 22, 2024:

  19. Executive Compensation Elements

    | | RSUs | | | | | Name | Time-based | Performance-based(1) | Total Target Number of Shares Subject to RSUs | Equity Awards (Aggregate Grant Date Fair Value) ($) | | Kevin R.M. Smith | 85,000 | 85,000 | 170,000 | $1,187,025 | | Michael Bourque | 75,000 | 75,000 | 150,000 | $1,002,000 | | Kevin P. Smith | 54,406 | — | 54,406 | $499,991 | | Gregoire Ramade | — | — | — | $— | | Michael Sergesketter | — | — | — | $— | | Stanislav Glezer | 43,993 | 43,993 | 87,986 | $614,362 |

  20. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Clawback Policy Effective as of October 2, 2023, we adopted a Clawback Policy to comply with the mandatory recovery of erroneously paid compensation rules of the Nasdaq Stock Market. The Clawback Policy, which is administered by our Compensation Committee, applies to our current and former executive officers. Under the Clawback Policy, if we are required to prepare an accounting restatement to correct our material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, a “Restatement”), we are obligated to recover erroneously awarded incentive-based compensation received from us by the executive officers. Incentive-based compensation includes any compensation that is granted, earned or vested based in whole or in part on the attainment of a financial reporting measure. Erroneously awarded incentive-based compensation is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on an applicable Restatement. Equity Ownership Guidelines We maintain equity ownership guidelines to further align interests of directors and executives with those of our stockholders. Each of our directors who receive compensation from us and each of our NEOs shall comply with the minimum ownership levels and timing of compliance outlined in the equity ownership guidelines. The following are the current guideline levels: • Non-employee director: 3 times the annual cash retainer for Board service • CEO: 5 times his/her annual base salary • Executive Vice Presidents: 3 times his/her annual base salary If a director who receives compensation from us or NEO fails to reach, or falls below, the minimum ownership level set forth in the equity ownership guidelines, he or she may be required to retain 100% of any net shares derived from vested awards under our equity incentive plans until his or her minimum ownership level is met or, if necessary, to retain the minimum ownership level. The individuals subject to these guidelines will have until the later of the fifth anniversary of the effective date of the guidelines or, if applicable, five years after the date the covered individual is appointed or elected, as applicable, to his or her position to comply with the minimum stock ownership requirement. Timing of Equity Grants The timing of annual equity compensation award grants has been generally consistent, with grants being made at the regularly scheduled meetings of our Compensation Committee and Board in March of each year. We do not have any program, plan or obligation that requires us to grant equity awards on specified dates, although we make annual equity grants in March of each year to allow management, the Compensation Committee and the Board to review all elements of compensation at the same point in the year. We do not have any program, plan or practice to time grant dates of equity compensation awards to our executive officers in coordination with the release of material nonpublic information. The Board, with respect to our CEO, and the Compensation Committee, with respect to our other NEOs, may also grant equity awards from time to time in recognition of a NEO’s expanded duties and responsibilities or continuing contributions to the Company’s performance. Policy Prohibiting Insider Trading, Hedging, Short Sales or Pledging of Our Equity Securities We have adopted an insider trading policy that governs trading in securities, to help the Company minimize its legal and reputational risk. Subject to certain limited exceptions contained in our insider trading compliance policy, our insider trading compliance policy prohibits all our employees, including our executive officers, and the members of our Board from (i) directly or indirectly engaging in any transaction involving our securities while aware of material nonpublic information relating to us, (ii) engaging in transactions involving the securities of any other company while aware of material nonpublic information about that company, (iii) disclosing material nonpublic information concerning us or any other company to friends, family members or any other person or entity not authorized to receive such information where such person or entity may benefit by trading on the basis of such information, (iv) engaging in derivative securities transactions, including hedging, regarding our common stock, (v) engaging in short sales of our securities, and (vi) pledging our securities as collateral or holding our securities in a margin account. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable Nasdaq listing standards. A copy of the policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  21. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table, footnotes, and narrative provide information regarding the compensation awarded to, or earned by, our executive officers, including each of our NEOs, during 2024, 2023 and 2022.

  22. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total Compensation | | Kevin R.M. Smith | 2024 | $705,385 | $850,000 | $1,187,025(3) | $1,410,769 | $6,600(4) | $4,159,779 | | Chief Executive Officer and President, Director | 2023 | $107,692 | $850,000 | $824,500(5) | $— | $14,056(4) | $1,796,248 | | Michael Bourque | 2024 | $354,711(6) | $100,000(7) | $1,002,000(8) | $425,654 | $5,558(4) | $1,887,923 | | Executive Vice President, Chief Financial Officer, and Corporate Treasurer | | | | | | | | | Kevin P. Smith | 2024 | $189,000(9) | $100,000(7) | $499,991(10) | $189,000 | $—(4) | $977,991 | | General Counsel & EVP Business Development | | | | | | | | | Gregoire Ramade | 2024 | $386,778 | $— | $— | $486,180 | $— | $872,958 | | Executive Vice President, Chief Commercial Officer | | | | | | | | | Michael Sergesketter | 2024 | $177,004(11) | $10,000(12) | $— | $— | $3,909(4) | $190,913 | | Former Executive Vice President, Finance and Chief Financial Officer | 2023 | $155,077(11) | $— | $— | $— | $— | $155,077 | | | 2022 | $217,527(11) | $10,000(12) | $— | $— | $— | $227,527 | | Stanislav Glezer | 2024 | $220,874 | $— | $614,362(13) | $— | $316,782(14) | $1,152,018 | | Former Executive Vice President, Chief Technology Officer | 2023 | $492,577 | $— | $879,996(15) | $72,721 | $10,061(4) | $1,455,355 | | | 2022 | $468,423 | $— | $1,966,950(16) | $98,369 | $9,009(4) | $2,542,751 |

  23. 2024 Summary Compensation Table

    (1) The amounts reported in the Stock Awards column represent the aggregate grant date fair value of time-based RSUs and performance-based RSUs granted under our Plan to our applicable NEOs calculated in accordance with FASB ASC Topic 718. The grant date fair value of time-based RSUs is determined using the fair value of our common stock on the date of grant. The grant date fair value of performance-based RSUs with a performance measure is calculated based on the fair value of our common stock on the date of grant and probable outcome of the performance measures for applicable performance period as of the date on which the performance-based RSUs are granted. The grant date fair value of performance-based RSUs with a market condition is calculated based on the fair value of the total shareholder return component using a Monte Carlo simulation model and related valuation assumptions for the applicable performance period as of the date on which the performance-based RSUs are granted. The estimated fair value for performance-based RSUs is different from (and lower than) the maximum value of performance-based RSUs set forth below. These amounts do not necessarily correspond to the actual value recognized by our NEOs. For a discussion of valuation assumptions, see the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025. (2) The amounts reported in the Non-Equity Incentive Plan Compensation column represent amounts earned by our applicable NEOs under and payable under the 2024 Incentive Plan, which were paid in the subsequent fiscal year. (3) Includes the grant date value of $597,125 for time-based RSUs and probable value of $589,900 for performance-based RSUs. As of the grant date, the value of the maximum potential payout for such performance-based RSUs was $589,900. (4) In the case of each NEO (other than Mr. Ramade), reflects the matching contributions made by the Company to the Company’s 401(k) plan paid on behalf of the executive by the Company. (5) Includes the grant date value of $412,250 for time-based RSUs and probable value of $412,250 for performance-based RSUs. As of the grant date, the value of the maximum potential payout for such performance-based RSUs was $824,500. (6) The salary for Mr. Bourque for 2024 reflects a start date of March 4, 2024 and a base salary of $425,000 on a pro rata basis. Reflects a sign-on bonus in accordance with Mr. Bourque and Mr. K.P. Smith’s respective employment agreements. Includes the grant date value of $501,000 for time-based RSUs and probable value of $501,000 for performance-based RSUs. As of the grant date, the value of the maximum potential payout for such performance-based RSUs was $1,002,000. The salary for Mr. K.P. Smith for 2024 reflects a start date of July 22, 2024 and a base salary of $420,000 on a pro rata basis. (10) Includes the grant date value of $499,991 for time-based RSUs. (11) The salary for Mr. Sergesketter for 2022 reflects a start date of December 13, 2021 and a base salary of $40,000 per month. The salary for Mr. Sergesketter for 2023 and 2024 reflects a start date of September 11, 2023 and a base salary of $40,000 per month. (12) Reflects a completion bonus in accordance with Mr. Sergesketter's offer letter dated December 13, 2021. (13) Includes the grant date value of $309,051 for time-based RSUs and probable value of $305,311 for performance-based RSUs. As of the grant date, the value of the maximum potential payout for such performance-based RSUs was $305,311. (14) Reflects salary continuation payments for 12 months from Dr. Glezer’s effective date of separation of May 3, 2024 in accordance with the Severance Agreement, a portion of which has been paid or will be paid in 2025, and $6,013 of matching contributions made by the Company to the Company’s 401(k) savings plan. (15) Includes the grant date value of $439,998 for time-based RSUs and probable value of $439,998 for performance-based RSUs. As of the grant date, the value of the maximum potential payout for such performance-based RSUs was $879,996. (16) Includes the grant date value of $1,566,964 for time-based RSUs and probable value of $399,986 for performance-based RSUs. As of the grant date, the value of the maximum potential payout for such performance-based RSUs was $799,971.

  24. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information regarding grants of plan-based awards to each of our NEOs during the fiscal year ended December 31, 2024. For more information, please refer to the section titled “Executive Compensation-Compensation Discussion and Analysis.”

  25. Grants of Plan-Based Awards in 2024

    | | Grant | Compensation Committee Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | | Estimated Future Payments Under Equity Incentive Plan Awards (#)(2) | | All Stock Awards: Number of Units | Grant Date Fair Value of Stock | | Name | Date | Date | Target | | Maximum | | Target | Maximum | (#)(3) | Awards(4) | | Kevin R.M. Smith | 2/14/2024 | 2/14/2024 | | 700,000 | | 1,400,000 | — | — | | | | | 3/1/2024 | 2/14/2024 | | | | | — | — | 85,000 | $597,125 | | | 4/4/2024 | 2/14/2024 | | | | | 85,000 | 102,000 | | $589,900 | | Michael Bourque | 3/4/2024 | 2/14/2024 | | 255,000 | | 510,000 | — | — | | | | | 3/4/2024 | 2/14/2024 | | | | | — | — | 75,000 | $501,000 | | | 3/4/2024 | 2/14/2024 | | | | | 75,000 | 150,000 | | $501,000 | | Kevin P. Smith | 7/22/2024 | 5/6/2024 | | 210,000 | | 420,000 | — | — | | | | | 7/22/2024 | 5/6/2024 | | | | | — | — | 54,406 | $499,991 | | Gregoire Ramade | 2/14/2024 | 2/14/2024 | € | 218,500 | € | 437,000 | — | — | | | | Michael Sergesketter | — | — | | — | | — | — | — | | | | Stanislav Glezer | 2/14/2024 | 2/14/2024 | | 303,000 | | 606,000 | — | — | | | | | 3/1/2024 | 2/14/2024(5) | | | | | — | — | 43,993 | $309,051 | | | 4/4/2024 | 2/14/2024(5) | | | | | 43,993 | 52,791 | | $305,311 |

  26. Grants of Plan-Based Awards in 2024

    (1) This column represents awards granted under our 2023 Plan. These columns show the awards that were possible at the target and maximum levels of performance. The actual amounts paid to our NEOs are set forth in the “Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the “Compensation Discussion and Analysis—Cash Incentive Compensation” section above. (2) This column represents awards of performance-based RSUs granted under our 2023 Plan, which are described in further detail above in the “Compensation Discussion and Analysis” and below in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table. These columns show the awards that were possible at the target and maximum levels of performance. This column represents awards of time-based RSUs granted under our 2023 Plan, which are described in further detail above in the “Compensation Discussion and Analysis” and below in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table. The amounts in this column represent the grant date fair market value of stock awards granted in fiscal 2024 and calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value recognized by our NEOs. For a discussion of valuation assumptions, see the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025. The then-unvested portion of this award was forfeited upon the termination of the NEO’s employment with us.

  27. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents certain information concerning equity awards held by our NEOs, as of December 31, 2024. None of our NEOs held any stock option awards as of December 31, 2024.

  28. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Kevin R.M. Smith | 11/10/2023 | 56,667(2) | $519,636 | — | — | | | 11/10/2023 | | | 85,000(3) | $779,450 | | | 3/1/2024 | 85,000(4) | $779,450 | | | | | 4/4/2024 | | | 85,000(5) | $779,450 | | Michael Bourque | 3/4/2024 | 75,000(6) | $687,750 | — | — | | | 3/4/2024 | | | 75,000(7) | $687,750 | | Kevin P. Smith | 7/22/2024 | 54,406(8) | $498,903 | — | — | | Gregoire Ramade | 11/6/2023 | 63,131(2) | $578,911 | — | — | | Michael Sergesketter | — | — | — | — | — | | Stanislav Glezer | — | — | — | — | — |

  29. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) The market value of unvested shares is calculated by multiplying the number of unvested shares held by the applicable NEO by the closing price of our common stock on December 31, 2024, which was $9.17 per share. (2) These amounts represent awards of time-based RSUs granted under our 2023 Plan. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is December 1, 2023. (3) This is an award of performance-based RSUs granted under our 2023 Plan. The number of RSUs in the “Unearned Shares, Units or Other Rights That Have Not Vested” column represents 100% of the third tranche of the award of performance-based RSUs. In accordance with the terms of the award, the Compensation Committee will assess the performance conditions related to the second tranche and the third tranche following the 2024 and 2025 fiscal years, respectively. (4) These amounts represent awards of time-based RSUs granted under our 2023 Plan. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is March 1, 2024. (5) This is an award of performance-based RSUs granted under our 2023 Plan. The number of RSUs in the “Unearned Shares, Units or Other Rights That Have Not Vested” column represents 100% of award of performance-based RSUs. In accordance with the terms of the award, the Compensation Committee will assess the performance conditions as of December 31, 2027. (6) These amounts represent awards of time-based RSUs granted under the 2024 CFO Inducement Grant. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is March 1, 2024. (7) This is an award of performance-based RSUs granted under the 2024 CFO Inducement Grant. The number of RSUs in the “Unearned Shares, Units or Other Rights That Have Not Vested” column represents 100% of the third tranche of the award of performance-based RSUs. In accordance with the terms of the award, the Compensation Committee will assess the performance conditions related to the third tranche following the 2025 fiscal year. These amounts represent awards of time-based RSUs granted under our 2023 Plan. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is September 1, 2024.

  30. Option Exercises and Stock Awards Vesting During Fiscal 2024

    Option Exercises and Stock Awards Vesting During Fiscal 2024 The following table sets forth the number of shares acquired on vesting and the value realized on vesting of stock awards held by each of the NEOs during the fiscal year ended December 31, 2024. None of our NEOs exercised any stock options during the fiscal year ended December 31, 2024.

  31. Option Exercises and Stock Awards Vesting During Fiscal 2024

    | | Stock Awards | | | | Number of shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($)(1) | | Kevin R.M. Smith | 28,333 | 275,113 | | Michael Bourque | — | — | | Kevin P. Smith | — | — | | Gregoire Ramade | 31,565 | 306,496 | | Michael Sergesketter | — | — | | Stanislav Glezer | 46,552 | 327,844 |

  32. Option Exercises and Stock Awards Vesting During Fiscal 2024

    (1) Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing price on the Nasdaq of a share of common stock on the vesting date, or if such day is a holiday, on the immediately preceding trading day, by (ii) the number of shares of common stock that vested.

  33. Potential Payments Upon Termination or Upon Change in Control

    Potential Payments Upon Termination or Upon Change in Control The executive employment agreements we entered into with our current NEOs provide for the severance compensation described below. As described above in the “Severance Payments” section above, we paid certain compensation to NEOs who left the Company during 2024. Offer Letter with Michael Sergesketter On September 5, 2023, we approved Mr. Sergesketter’s offer letter to serve as our interim Executive Vice President, Chief Financial Officer and Treasurer, effective September 11, 2023. The offer letter has an initial term of six months and automatically extends on a month-to-month basis thereafter and provides that Mr. Sergesketter is an at-will employee. The offer letter provides that Mr. Sergesketter’s base compensation shall be $40,000 per month in cash, that he shall be eligible to receive employment benefits pursuant to our benefit plans as in effect, and that upon satisfactorily completing the employment term and returning all company property, Mr. Sergesketter received a $10,000 gross completion bonus in cash. Mr. Sergesketter tendered his resignation as an officer effective upon the date Michael Bourque commenced employment and continued to assist with transition services. Employment Agreements with Kevin R.M. Smith, Kevin P. Smith and Gregoire Ramade We entered into (i) an employment agreement with Kevin R.M. Smith, our Chief Executive Officer, effective November 10, 2023, (ii) an amended employment agreement with Gregoire Ramade, our Executive Vice President, Chief Commercial Officer, effective January 2, 2024 and (ii) an employment agreement with Kevin P. Smith, our Executive Vice President, General Counsel, Business Development and Corporate Secretary, effective July 22, 2024. Each agreement provides that if the applicable NEO’s employment is terminated without “cause” (excluding by reason of death or disability) or the NEO resigns for “good reason” (as such terms are defined in the employment agreement) outside of the period beginning three months before a change in control (as defined in the employment agreement) and ending 12 months after a change in control (the “Change in Control Period”), such NEO will be eligible to receive the following benefits if he timely signs and does not revoke a release of claims and continues to comply with certain covenants in the employment agreement and his at-will employment, confidential information, invention assignment, and arbitration agreement with the Company: Continued payment of his base salary (the “NEO Severance Payments”) for a period of 12 months (or in the case of Mr. K.R.M. Smith, 24 months); and Throughout the period during which he would be able to obtain COBRA coverage, the NEO and his eligible dependents will only be required to pay the portion of the costs of medical benefits as he was required to pay as of the date of his termination, or he will receive taxable monthly payments for the equivalent period in the event the Company determines that the COBRA subsidy could violate applicable law (the “NEO COBRA Benefits”). If, during the Change of Control Period, the NEO’s employment is terminated without cause (excluding by reason of death or disability) or he or she resigns for good reason, he or she will be eligible to receive (i) the NEO Severance Payments for a period of 24 months following his termination (or in the case of Mr. K.R.M. Smith, payment will be made in a lump sum) and (ii) the NEO COBRA Benefits. In the event any of the amounts provided for under an employment agreement or otherwise payable to the NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the NEO would be entitled to receive either full payment of benefits under the employment agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO. None of the aforementioned employment agreements require us to provide any tax gross-up payments. Equity Incentive Plans The 2023 Plan provide all employees, including our NEOs, with the following vesting acceleration benefits: in the event of an “involuntary termination” (as defined in the applicable plan) on or within 12 months following a “change in control” (as defined in the applicable plan), the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions on RSUs will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met. Outstanding Performance-based Equity Awards Granted to the NEOs Under the terms of the outstanding performance-based awards held by the NEOs, if, prior to the end of any performance period, there is a “change in control” (as defined in the 2023 Plan), then the target number of shares corresponding to that performance period will vest as of immediately prior to such change in control. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described below, assuming that the triggering event took place on December 31, 2024, the last day of our fiscal year.

  34. Potential Payments Upon Termination or Upon Change in Control

    | | Death or Disability | Change in Control | Termination Without Cause or Resignation for Good Reason Not in connection with a Change in Control | Termination Without Cause or Resignation for Good Reason in connection with a Change in Control | | Name | ($) | ($) | ($) | ($)(1) | | Kevin R.M. Smith | | | | | | Severance payment | — | — | 1,400,000 | 1,400,000 | | Continued health coverage | — | — | — | — | | Accelerated vesting(2) | — | 779,450 | — | 519,636 | | Michael Bourque | | | | | | Severance payment | — | — | 425,000 | 850,000 | | Continued health coverage | — | — | — | — | | Accelerated vesting(2) | — | 687,750 | — | 687,750 | | Kevin P. Smith | | | | | | Severance payment | — | — | 420,000 | 840,000 | | Continued health coverage | — | — | — | — | | Accelerated vesting(2) | — | — | — | 498,903 | | Gregoire Ramade | | | | | | Severance payment | — | — | 364,000 | 728,000 | | Continued health coverage | — | — | — | — | | Accelerated vesting(2) | — | — | — | 578,911 |

  35. Potential Payments Upon Termination or Upon Change in Control

    For purposes of the severance payments and continued health coverage benefit under the NEOs’ employment agreements, a qualifying termination of employment is considered “in connection with a change in control” if such termination occurs within the period commencing three months before and ending 12 months after a “change of control” (as defined in the NEO’s employment agreement). For purposes of the accelerated vesting under the 2023 Plan, a qualifying termination of employment is considered “in connection with a “change in control” if such termination occurs on or within 12 months after a change in control (as defined in the applicable plan). (2) For purposes of valuing accelerated vesting, the values indicated in the table are calculated as the $9.17 closing price of a share of our common stock on December 31, 2024, multiplied by the number of shares subject to the equity awards that are accelerated. Values indicated under the “Termination Without Cause or Resignation for Good Reason in connection with a Change in Control” column are in addition to the values indicated under the “Change in Control” column.

  36. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted rules requiring annual disclosure of the ratio of the median employee’s total annual compensation to our CEO’s total annual compensation. For purposes of determining our CEO’s total annual compensation, we elected to use the total annual compensation of Mr. Smith, who was serving as our CEO on the date used to determine the median employee. For our last completed fiscal year, which ended December 31, 2024: • The median employee’s total annual compensation was $78,653. The median employee was determined based on the assumptions stated below. • Mr. Smith’s total annual compensation was $4,159,779. Based on the above, for 2024, the ratio of Mr. Smith’s total annual compensation to the median employee’s total annual compensation of all employees was approximately 53 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended (the “CEO Pay Ratio Disclosure Rule”). For purposes of this year’s disclosure under the CEO Pay Ratio Disclosure Rule, we determined the median employee as of December 31, 2024, at which time we and our consolidated subsidiaries had approximately 766 employees, 732 of whom were U.S. employees, and approximately 34 (or approximately 4.4% of our total employee population) of whom are located outside of the United States in the Netherlands, France and Germany. In accordance with the permitted methodology for determining the “median employee”, we excluded all non-U.S. employees from our calculations. We then compared the total annual cash compensation earned by these employees for 2024 to determine the median employee, annualizing the compensation of all full-time and part-time employees who started their employment with us in 2024 but did not work for us or our consolidated subsidiary for the entire year. Once we identified our median employee, we estimated such employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median employee total annual compensation disclosed above. We determined Mr. Smith’s total annual compensation amount by taking the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy.

  37. Pay Versus Performance Information

    Pay Versus Performance Information As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, the newly required Pay Versus Performance disclosure provides an additional snapshot perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” defined by the SEC and referred to below as “CAP,” and various measures of market and financial performance. The following table shows the past three fiscal years’ total compensation for our NEOs (including our principal executive officer (“PEO”), also referred to herein as our “CEO”) as set forth in the Summary Compensation Table (“SCT”), the CAP paid to our other NEOs, the Company’s cumulative total shareholder return (“TSR”), the combined TSR of our selected peer group, our net income, and our revenue, which, in our assessment, represents our most important financial performance measure to link compensation actually paid to our NEOs for the most recently completed fiscal year.

  38. Pay Versus Performance Information

    | | | | | | | | | | Value of Initial Fixed $100 Investment(2) | | | | | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) | Summary Compensation Table Total for Third PEO(1) | Compensation Actually Paid to First PEO(1)(3) | Compensation Actually Paid to Second PEO(1)(3) | Compensation Actually Paid to Third PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Other NEOs(2) | Company Total Shareholder Return(4) | Peer Group Shareholder Return(5) | Net Loss (in thousands) | Revenue (in thousands)(6) | | 2024 | $— | $— | $4,159,779 | $— | $— | $5,424,192 | $961,477 | $890,013 | $13.42 | $103.45 | $35,888 | $335,705 | | 2023 | $4,285,973 | N/A | $1,796,249 | $(1,361,607) | N/A | $1,730,055 | $1,077,534 | $(137,137) | $8.03 | $98.45 | $83,772 | $377,241 | | 2022 | $6,266,951 | N/A | N/A | $3,242,134 | N/A | N/A | $2,042,824 | $1,345,095 | $28.85 | $104.99 | $83,772 | $377,241 | | 2021 | $7,036,373 | $224,134 | N/A | $5,614,398 | $(3,110,485) | N/A | $1,224,031 | $601,092 | $49.76 | $136.96 | $6,333 | $358,003 | | 2020 | N/A | $2,528,984 | N/A | N/A | $484,811 | N/A | $870,791 | $427,572 | $65.39 | $132.91 | $5,829 | $308,487 |

  39. Pay Versus Performance Information

    (1) The Third PEO is Kevin R.M. Smith, whose service commenced effective November 10, 2023; the First PEO is Nabil Shabshab, who served from February 8, 2021 to November 9, 2023; and the Second PEO is Scott Wilkinson, who served from January 1, 2017 to February 7, 2021. (2) The Non-PEO NEOs for each applicable year are: a. 2024: Michael Bourque, Kevin P. Smith, Gregoire Ramade, and Stanislav Glezer. b. 2023: Stanislav Glezer, Jason Somer, Michael Sergesketter, Kristin Caltrider, George Parr, and Bart Sanford. c. 2022: Kristin Caltrider, George Parr, Stanislav Glezer, Jason Somer, and Michael Sergesketter. d. 2021: Michael Sergesketter, George Parr, Stanislav Glezer, Bart Sanford, Alison Bauerlein, and Byron Myers. e. 2020: Alison Bauerlein, Byron Myers, Arron Retterer, and Bart Sanford. (3) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The following table details the applicable adjustments that were made to determine CAP (adjustments for pension or dividend payments are not covered, as Inogen does not have supplemental executive requirement plans and does not pay dividends on equity awards, and due to rounding, the calculated final value of the numbers shown in the following table may not equal the values reported above). For any tranche of a performance-based equity award with a performance period ending on the last day of a reported fiscal year, the entire tranche was treated as unvested and outstanding for purposes of the following table and Pay Versus Performance table above, since the portion of the tranche that was earned (if any) and the portion of the tranche that was forfeited (if any) were not determined until after the end of such fiscal year. TSR is measured based on an initial fixed investment of $100 made in the Company’s common stock or the stock represented by the peer group (as applicable) (as applicable) on the market close on the last trading day before the earliest fiscal year in the table, assuming the reinvestment of any dividends. The peer group is the S&P Healthcare Equipment and Supplies Index, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K disclosure in our Annual Report on Form 10-K for the year ended December 31, 2024. The Company-selected measure is GAAP revenue.

  40. Pay Versus Performance Information

    | | | | Equity Awards | | | | | | | Year | Executives | SCT Total | Deduct Stock & Option Awards | Deduct Awards Forfeited Due to Failure to Achieve the Applicable Vesting Conditions | Add Year End Value of Unvested Equity Granted in the Year | Add Change in Value of Unvested Awards Granted in Prior Years | Add Change in Value of Vested Equity Award in Year | Add Change in Value of Vested Equity Granted in Prior Years | | 2024 | Third PEO | $4,159,779 | $1,187,025 | $— | $1,627,750 | $704,123 | $— | $119,565 | | | Other NEOs* | $961,477 | $403,922 | $61,165 | $313,546 | $38,720 | $— | $41,357 | | 2023 | First PEO | $4,285,973 | $2,199,974 | $3,261,591 | $— | $— | $— | $(186,015) | | | Third PEO | $1,796,249 | $824,500 | $— | $758,306 | $— | $— | $— | | | Other NEOs* | $1,077,534 | $307,997 | $(376,717) | $65,514 | $(240,808) | $— | $(46,666) | | 2022 | First PEO | $6,266,951 | $5,323,950 | $— | $2,885,206 | $(533,657) | $— | $(52,417) | | | Other NEOs* | $2,042,824 | $1,206,173 | $— | $638,363 | $(97,139) | $(9,331) | $(23,448) | | 2021 | First PEO | $7,036,373 | $3,799,935 | $— | $2,377,960 | $— | $— | $— | | | Second PEO | $224,134 | $— | $3,191,803 | $— | $— | $— | $(142,816) | | | Other NEOs* | $1,224,031 | $683,297 | $277,236 | $410,474 | $(72,875) | $— | $(6) |

  41. Pay Versus Performance Information

    * Presented on an averaged basis. Relationship Between Compensation Actually Paid (CAP) and TSR, Net Loss, and Revenue The graphs below show the relationship (i) between CAP and the Company’s TSR and between the Company’s TSR and our peer group’s TSR, (ii) between CAP and the Company’s net loss, and (iii) between CAP and revenue. Tabular List of Financial Performance Measures The following lists the financial performance measures that we believe represents the most important financial performance measures used to link compensation actually paid to our NEOs for 2024 to Company performance:

  42. Pay Versus Performance Information

    | Financial List of Performance Measures | | Revenue | | Adjusted EBITDA | | Total Shareholder Return |