DEF 14A of Insulet Corp
Filed Apr 29, 2025 · FY20240001140361-25-016308
8:00 a.m., Eastern Time
| Executive Compensation Tables | 42 | | Summary Compensation Table | 42 | | 2024 Grants of Plan-Based Awards | 43 | | Outstanding Equity Awards at 2024 Fiscal Year End | 45 | | 2024 Option Exercises and Stock Vested | 46 | | Potential Payments Upon Termination or Change in Control | 46 | | Pay versus Performance | 50 | | Non-Employee Director Compensation | 55 | | Proposal 2 - Non-Binding Advisory Vote to Approve Executive Compensation | 57 | | Proposal 3 - Approve 2025 Stock Option and Incentive Plan | 58 | | Report of the Audit Committee of the Board of Directors | 65 | | Matters Concerning Independent Registered Public Accounting Firm | 66 | | Proposal 4 - Ratification Independent Registered Public Accounting Firm Appointment | 67 | | General Information About the Meeting | 68 | | Proposals to be Voted Upon | 68 | | Attending the Annual Meeting | 68 | | Submitting Questions at the Annual Meeting | 68 | | Technical Assistance for the Annual Meeting | 68 | | List of Shareholders Available | 68 | | Recording of the Annual Meeting | 69 | | Record Date and Voting Rights | 69 | | Revocation of Proxies | 69 | | Quorum; Abstentions; Broker Non-Votes | 69 | | Vote Required | 70 | | Solicitation of Proxies | 70 | | Voting of Proxies | 70 | | Other Business | 70 | | Shareholder Proposals for 2026 Annual Meeting of Shareholders | 71 | | Forward-Looking Statements | 71 | | Website References | 71 | | Annex A Non-GAAP Reconciliation | A-1 | | Annex B Insulet Corporation 2025 Stock Option and Incentive Plan | B-1 |
Responsible Compensation Practices
| What We Do | | What We Don’t Do | | | ✔ | Solicit shareholder feedback on our programs | ✘ | No employment agreements with executives | | ✔ | Set robust stock ownership guidelines | ✘ | No excise tax assistance (gross-ups) upon a change in control | | ✔ | Double-trigger provisions for change-in-control benefits | ✘ | No defined benefit pension programs | | ✔ | Compensation recoupment (“clawback”) policy | ✘ | No significant executive perquisites | | ✔ | Caps on annual incentive payments | ✘ | No cash severance in excess of 2x salary and bonus | | ✔ | Engage independent compensation consultant | ✘ | No hedging or pledging of Company securities | | ✔ | Conduct annual compensation risk assessment | ✘ | No “single trigger” change-in-control benefits | | ✔ | Use both financial and strategic measures to determine incentive payouts | | | | ✔ | Emphasis on performance-based pay | | |
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Director Since | Current Positions | Independent | Committee Memberships | | Jessica Hopfield | 60 | 2015 | Strategic advisor to healthcare and technology firms | | Science and Technology Committee | | Ashley A. McEvoy | 54 | 2025 | President and Chief Executive Officer | | None | | Elizabeth H. Weatherman | 65 | 2022 | Special Limited Partner, Warburg Pincus | ✔ | Talent and Compensation Committee (CHAIR) |
Director Nominees
Following the Annual Meeting, the Board of Directors will also include:
Director Nominees
| • | Three Class I Directors (Luciana Borio, Michael R. Minogue and Timothy C. Stonesifer), whose terms expire at the Annual Meeting of Shareholders to be held in 2026; and |
Director Nominees
| • | Three Class II Directors (Wayne A. I. Frederick, Flavia H. Pease and Timothy J. Scannell), whose terms expire at the Annual Meeting of Shareholders to be held in 2027. |
Director Nominees
The Board of Directors knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of Director as the Board of Directors may recommend in the place of such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named herein (or, if any nominee should for any reason be unable or unwilling to serve, for such other person as the Board of Directors may recommend). Assuming a quorum is present at the Annual Meeting, the nominees receiving the highest number of affirmative votes of the shares present or represented by proxy and entitled to vote on such matter at the Annual Meeting will be elected as Class III Directors. However, in accordance with the Company’s majority voting policy, in the event that a nominee receives a greater number of “withhold” votes than votes “for” her election, such nominee shall tender her written resignation to the Chairman of the Board and such resignation will be considered by the Nominating, Governance and Risk Committee and the Board of Directors. (For additional information, see “Governance of the Company – Governance Policies and Procedures.”)
Director Nominees
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ELECTION OF THE THREE CLASS III NOMINEES LISTED BELOW. |
Director Nominees
Set forth below is certain biographical information concerning our Director nominees, including the experiences, qualifications, attributes, or skills that caused the Nominating, Governance and Risk Committee and the Board of Directors to determine that the person should serve as a Director of the Company. Following the biographical information is a chart that categorizes various skill sets for each Board member.
Class III Director Nominees – Term expires at the 2025 Annual Meeting
Class III Director Nominees – Term expires at the 2025 Annual Meeting
Class III Director Nominees – Term expires at the 2025 Annual Meeting
| Age 60 Director Since July 2015 Committees Science and Technology | Jessica Hopfield, Ph.D. KEY EXPERIENCES AND QUALIFICATIONS Dr. Hopfield, who is NACD Directorship certified, has served on our Board of Directors since July 2015, serving as our Lead Independent Director from August 2016 through December 2018. She is the former Chair of the Joslin Diabetes Center. Dr. Hopfield is a distinguished healthcare executive and diabetes expert with over two decades of experience in the medical and healthcare fields. She is a strategic advisor and investor in healthcare and technology firms seeking to commercialize innovative intellectual property. From 1995 to 2009, Dr. Hopfield was a Partner at McKinsey & Company in their global pharmaceuticals and medical devices practice and she served clients across the pharmaceutical, biotech, medical device and consumer industries with a focus on strategy, R&D management and marketing. She also previously held management positions at Merck Sharp & Dohme Corp. in clinical development, outcomes research, and marketing. Dr. Hopfield earned a Bachelor of Science from Yale College, an MBA from the Harvard Graduate School of Business Administration as a Baker Scholar, and a Doctor of Philosophy in Neuroscience/Biochemistry from The Rockefeller University. Dr. Hopfield brings proven experience in the diabetes field, along with vast executive and consulting experience in the healthcare, pharmaceutical, and medical device industries. OTHER CURRENT PUBLIC COMPANY BOARDS Editas Medicine, Inc. Maravai LifeSciences Holdings, Inc. FORMER PUBLIC COMPANY BOARDS PhenomeX Inc. Radius Health, Inc. |
Class III Director Nominees – Term expires at the 2025 Annual Meeting
| Age 54 Director Since April 2025 | Ashley A. McEvoy KEY EXPERIENCES AND QUALIFICATIONS Ms. McEvoy has served on the Board and as our President and Chief Executive Officer since April 2025. She is the former Executive Vice President, Worldwide Chairman of MedTech at Johnson & Johnson, a position she held from 2018 to 2023. In this role, Ms. McEvoy had responsibility for the company’s surgery, orthopaedics, interventional solutions, and eye health businesses. She previously served as Company Group Chairman, Consumer Medical Devices from 2014 to 2018 and as Company Group Chairman, Vision Care from 2012 to 2014. Ms. McEvoy also led J&J’s global suture products business as Worldwide President, Ethicon Products from 2009 to 2011, served as President, McNeil Consumer Healthcare from 2006 to 2009, and served as Vice President, Marketing and General Manager, McNeil Labs from 2003 to 2006. She joined J&J in 1996 as an Assistant Brand Manager, having previously worked in advertising at both Grey Advertising and J. Walter Thompson (now Wunderman Thompson). In addition to her professional work, Ms. McEvoy previously served on the Board of Trustees of the Children’s Hospital of Philadelphia. Ms. McEvoy brings to the Board and the Company a breadth of leadership, strategy, and risk management experience across her roles at J&J, where she led significant and diverse businesses with a global footprint, driving strategic investments in innovation platforms and commercial executions that delivered significant growth for J&J’s MedTech business. OTHER CURRENT PUBLIC COMPANY BOARDS The Procter & Gamble Company |
Class III Director Nominees – Term expires at the 2025 Annual Meeting
| Age 65 Independent Director Since February 2022 Committees Talent and Compensation (Chair) | Elizabeth H. Weatherman KEY EXPERIENCES AND QUALIFICATIONS Elizabeth Weatherman has served on our Board of Directors since February 2022. She has been a Special Limited Partner of Warburg Pincus since January 2016. Ms. Weatherman joined Warburg Pincus in 1988 and led the firm’s Healthcare Group from 2008 to 2015. She was also previously a Managing Director and a member of the firm’s Executive Management Group. Ms. Weatherman serves as a director of Nevro Corp. and Stanford Health Care. She serves as a trustee of Stanford University and as a trustee and chair of the Investment Committee of Mount Holyoke College. Ms. Weatherman received a BA in English from Mount Holyoke College and holds an MBA from the Stanford Graduate School of Business. With her extensive healthcare investment knowledge as well as her experience on the boards of other public medical device companies, Ms. Weatherman brings strong strategic and governance perspectives. OTHER CURRENT PUBLIC COMPANY BOARDS Nevro Corp. FORMER PUBLIC COMPANY BOARDS Silk Road Medical, Inc. Vapotherm, Inc. Wright Medical Group, N.V. |
Continuing Class I Directors – Term expires at the 2026 Annual Meeting
Continuing Class I Directors – Term expires at the 2026 Annual Meeting
Continuing Class I Directors – Term expires at the 2026 Annual Meeting
| Age 54 Independent Director Since October 2021 Committees Talent and Compensation Nominating, Governance and Risk Science and Technology | Luciana Borio, M.D. KEY EXPERIENCES AND QUALIFICATIONS Dr. Borio has served on our Board of Directors since October 2021. She is a venture partner at ARCH Venture Partners where she advises on new investment opportunities related to biologics manufacturing, clinical trials, novel therapies, and areas with large unmet clinical needs. She also assists with formation of new companies backed by ARCH. From 2019 to 2020, she was Senior Vice President at In-Q-Tel, an independent, non-profit, strategic investment firm. From 2017 to 2019, she was Director for Medical and Biodefense Preparedness Policy at the National Security Council. While at the FDA from 2009 to 2017, Dr. Borio held roles of increasing responsibility, including Acting Chief Scientist and Assistant Commissioner for Counterterrorism Policy. She helped develop and execute the FDA’s medical countermeasures and public health responses to the 2009 H1N1 flu pandemic, the 2014 Ebola epidemic, and the 2015 Zika outbreak. She also served on the World Health Organization’s Emergency Preparedness and Response Scientific Advisory Group. In 2020, Dr. Borio served as a member of the President’s Transition COVID-19 Advisory Board. Dr. Borio is an adjunct faculty member at Johns Hopkins Hospital and a senior fellow for Global Health at the Council on Foreign Relations. She earned a Doctor of Medicine from George Washington University School of Medicine and a Bachelor of Science in Zoology from George Washington University. With her medical and public health background as well as her experience at the FDA, Dr. Borio brings exceptional regulatory and scientific perspective. OTHER CURRENT PUBLIC COMPANY BOARDS Eagle Pharmaceuticals, Inc. |
Continuing Class I Directors – Term expires at the 2026 Annual Meeting
| Age 58 Independent Director Since August 2017 Committees Audit | Michael R. Minogue KEY EXPERIENCES AND QUALIFICATIONS Mr. Minogue has served on our Board of Directors since August 2017. He is the President and CEO of Minogue Consulting, LLC and Heartwork Capital, LLC. From 2004 until its sale in December 2022, Mr. Minogue served as Chairman, President and Chief Executive Officer of Abiomed, Inc., a global leader in healthcare technology and innovation. Prior to joining Abiomed, he spent 11 years with General Electric Healthcare, where he held numerous leadership roles and holds three patents. Mr. Minogue served as a director of the medical device industry association Board of Directors for the Advanced Medical Technology Association (AdvaMed) from 2007 to 2023, serving as Chairman from 2021 to 2023. He previously served on the Board of Directors of Abiomed, LifeCell, Bioventus and the Medical Device Innovation Consortium (MDIC) and as the Chairman of the Governor’s Advisory Council on Veterans’ Services for the Commonwealth of Massachusetts. Mr. Minogue cofounded the Mike and Renee Minogue Foundation and MedTechVets, a 501(c)(3) nonprofit organization that helps military veterans network with industry mentors to discover career opportunities in the medtech industry; he serves on the board of directors after serving as Chairman for 8 years. Mr. Minogue served as an officer in the U.S. Army, receiving multiple distinctions, including Airborne, Ranger, Desert Storm veteran and a Bronze Star. He received a Bachelor of Science in Engineering Management from the United States Military Academy at West Point and an MBA from the University of Chicago. Mr. Minogue brings distinguished senior executive leadership experience, as well as direct experience driving innovation and product development. FORMER PUBLIC COMPANY BOARDS Abiomed, Inc. |
Continuing Class I Directors – Term expires at the 2026 Annual Meeting
| Age 57 Independent Director Since January 2024 Committees Audit | Timothy C. Stonesifer KEY EXPERIENCES AND QUALIFICATIONS Mr. Stonesifer has served on our Board of Directors since January 2024. He has been the Chief Financial Officer at Alcon Inc. since April 2019. Prior to joining Alcon, he had served as Executive Vice President and Chief Financial Officer at Hewlett Packard Enterprise from November 2015 through September 2018. Prior to that role, Mr. Stonesifer acted as Senior Vice President and Chief Financial Officer, Enterprise Group at HP Co. since 2014. Before joining HP Co., he served as Chief Financial Officer of General Motors’ International Operations from 2011 to 2014. Previously, he served as Chief Financial Officer of Alegco Scotsman, a storage company, from 2010 to May 2011; Chief Financial Officer of Sabic Innovative Plastics (formerly GE Plastics) from 2007 to 2010; and various other positions at General Electric since joining the company in 1989. Mr. Stonesifer holds a Bachelor of Arts in Economics from the University of Michigan. Mr. Stonesifer brings to Insulet’s Board an international perspective as well as significant financial expertise. |
Continuing Class II Directors – Term expires at the 2027 Annual Meeting
Continuing Class II Directors – Term expires at the 2027 Annual Meeting
Continuing Class II Directors – Term expires at the 2027 Annual Meeting
| Age 53 Independent Director Since October 2020 Committees Talent and Compensation Nominating, Governance and Risk Science and Technology (Chair) | Wayne A.I. Frederick, M.D. KEY EXPERIENCES AND QUALIFICATIONS Dr. Frederick has served on our Board of Directors since October 2020. Since November 2, 2024, he has served as the Interim Chief Executive Officer of the American Cancer Society and its advocacy affiliate, the American Cancer Society Cancer Action Network (ACS CAN). Dr. Frederick is the distinguished Charles R. Drew Professor of Surgery at the Howard University College of Medicine as well as President Emeritus of Howard University, having previously served as President of Howard University from July 2014 to September 2023. Prior to being appointed President of Howard in 2014, Dr. Frederick served as Howard’s Provost and Chief Academic Officer. Dr. Frederick is a practicing cancer surgeon, distinguished researcher and scholar, and the author of numerous peer-reviewed articles, book chapters, abstracts, and editorials. A widely recognized expert in the fields of health care disparities and medical education, his medical research focuses on reducing racial, ethnic, and gender disparities in cancer care outcomes, with a particular emphasis on gastrointestinal cancers. Throughout his career, Dr. Frederick has received numerous recognitions, including the Distinguished Alumnus Award from the University of Texas MD Anderson Cancer Center. In 2021, he was recognized by the Carnegie Corporation of New York as one of 34 naturalized citizens honored for their contributions to strengthening the United States. Dr. Frederick currently serves on the boards of Humana, Inc., Tempus AI, Inc. and Workday, Inc. and served on the American Cancer Society Board before assuming the role of Interim Chief Executive Officer. He is an active member of several professional associations, including the American Surgical Association and the American College of Surgeons. Recently, he was appointed senior independent director of Mutual of America and also serves as an advisor for Boston Consulting Group. He received his Bachelor of Science, Doctor of Medicine, and Master of Business Administration from Howard University. Dr. Frederick’s vast experience in medical research, healthcare academics, and business administration brings valuable insights to Insulet’s Board. OTHER CURRENT PUBLIC COMPANY BOARDS Humana Inc. Workday, Inc. Tempus AI, Inc. FORMER PUBLIC COMPANY BOARDS Forma Therapeutics Holdings, Inc. Agostini’s Limited |
Continuing Class II Directors – Term expires at the 2027 Annual Meeting
| Age 52 Independent Director Since January 2024 Committees Audit | Flavia H. Pease KEY EXPERIENCES AND QUALIFICATIONS Ms. Pease has served on our Board of Directors since January 2024. She has been the Corporate Executive Vice President and Chief Financial Officer at Charles River Laboratories since 2022. Prior to joining Charles River, Ms. Pease served as Vice President and Group Chief Financial Officer of Johnson & Johnson’s global Medical Devices businesses since 2019. With more than 20 years in financial leadership roles at Johnson & Johnson, Ms. Pease has developed deep industry knowledge and experience managing the Finance organizations of large, growing businesses. During her tenure, Ms. Pease was also Vice President, Finance for Janssen North America from 2016 to 2019, which is Johnson & Johnson’s Pharmaceutical business in the United States and Canada. Before Janssen, from 2014 to 2016, Ms. Pease was Vice President of the Enterprise Program Management Office, responsible for supporting Johnson & Johnson’s executive management team with the strategic planning process and the advancement of enterprise growth initiatives. From 2009 to 2012, she led the integration of the Mentor and Acclarent acquisitions as a Vice President of Finance, and subsequently became the Vice President of Finance for Janssen Supply Chain from 2012 to 2014. Ms. Pease began her career at Johnson & Johnson in 1998 with the LifeScan business and subsequently held finance leadership positions within Mergers and Acquisitions Analysis and Johnson & Johnson Medical Brazil. Prior to joining Johnson & Johnson, Ms. Pease worked for SC Johnson and an investment bank in Brazil. Ms. Pease holds a bachelor’s degree in Economics from the Pontifícia Universidade Católica in Rio de Janeiro, Brazil and a Master of Business Administration from Santa Clara University. Ms. Pease brings to Insulet’s Board an international perspective and significant financial expertise as well as business development experience. |
Continuing Class II Directors – Term expires at the 2027 Annual Meeting
| Age 60 Independent Director Since August 2014 Board Chair Committees Nominating, Governance and Risk (Chair) | Timothy J. Scannell KEY EXPERIENCES AND QUALIFICATIONS Mr. Scannell has served on our Board of Directors since August 2014 and as our Board Chair since January 2019. From October 2021 to March 2023, he served as an Executive Advisor at Stryker Corporation, one of the world's leading medical technology companies that offers innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. From August 2018 to September 2021, he served as the President and Chief Operating Officer at Stryker, and from 2009 to August 2018, he served as a Group President and oversaw Stryker’s MedSurg and Neurotechnology divisions. From 1990 to 2009, Mr. Scannell served in various roles at Stryker, including a range of sales and marketing leadership roles, Vice President and General Manager of its Biotech division and President of its Spine business. Mr. Scannell holds a Bachelor of Business Administration and a Master of Business Administration from the University of Notre Dame. He brings extensive strategic, organizational, and operational skills and experience. OTHER CURRENT PUBLIC COMPANY BOARDS NovoCure Limited Masimo Corporation FORMER PUBLIC COMPANY BOARDS Exact Sciences Corporation Molekule Group, Inc. Renalytix plc |
Continuing Class II Directors – Term expires at the 2027 Annual Meeting
Governance of the Company
Our Board of Directors
Our Board of Directors The business and affairs of the Company are managed under the direction of our Board of Directors, which currently consists of nine members. The Board has four standing committees: an Audit Committee, a Nominating, Governance and Risk Committee (the “Governance Committee”), a Talent and Compensation Committee, and a Science and Technology Committee. Each of these committees operates under a written charter that it reviews at least annually. These charters, which have been approved by the Board, are available in the Corporate Governance section of the Company’s website at http://www.insulet.com. The Board also has an ad hoc Transactions Committee and an informal Board Strategy Working Group. Additional details concerning the role and structure of the Board of Directors are contained in the Board’s Corporate Governance Guidelines, which can be found in the Corporate Governance section of the Company’s website at http://www.insulet.com.
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees The Board of Directors is responsible for approving nominees to the Board. Generally, the Governance Committee identifies candidates for Director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by members of the Board, shareholders, or through such other methods as the Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Governance Committee will assess whether the candidates meet all of the minimum qualifications for Director nominees established by the Governance Committee. The Governance Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or other means that the Governance Committee deems helpful in the evaluation process. The Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Governance Committee recommends candidates to the Board of Directors for approval as nominees for election to the Board of Directors. The Governance Committee also recommends candidates to the Board of Directors for appointment to the Committees of the Board of Directors.
Recommendation of Director Nominees by Shareholders
Recommendation of Director Nominees by Shareholders The Governance Committee will consider stockholder recommendations for Board nominees using the criteria described on page 15 under the heading “Director Qualifications”. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating stockholder’s ownership of the Company’s stock should be sent to the attention of our Secretary, Insulet Corporation, 100 Nagog Park, Acton, Massachusetts 01720. If you wish to formally nominate a candidate, you must follow the procedures described in our Bylaws.
Certain Relationships and Related Party Transactions
| (3) Includes 4,404 shares of the Company’s common stock issuable upon settlement of restricted stock units that will vest within 60 days after March 26, 2025. |
Certain Relationships and Related Party Transactions
| (8) Includes 1,380 shares of the Company’s common stock issuable upon settlement of restricted stock units that will vest within 60 days of March 26, 2025. |
Certain Relationships and Related Party Transactions
| (9) Includes 1,380 shares of the Company’s common stock issuable upon settlement of restricted stock units that will vest within 60 days of March 26, 2025, the settlement of which has been deferred. |
Certain Relationships and Related Party Transactions
| (13) Includes 2,115 shares of the Company’s common stock issuable upon settlement of restricted stock units that have vested or will vest within 60 days of March 26, 2025, the settlement of which has been deferred. |
Certain Relationships and Related Party Transactions
| (14) Includes 1,380 shares of the Company’s common stock issuable upon settlement of restricted stock units that will vest within 60 days of March 26, 2025. |
Certain Relationships and Related Party Transactions
| (15) Includes 1,380 shares of the Company’s common stock issuable upon settlement of restricted stock units that will vest within 60 days of March 26, 2025. |
Certain Relationships and Related Party Transactions
| (16) Includes 1,380 shares of the Company’s common stock issuable upon settlement of restricted stock units that will vest within 60 days of March 26, 2025. |
FISCAL 2024 COMPENSATION HIGHLIGHTS
| • | an annual incentive cash compensation program that is tied to the Company’s attainment of objective pre-established financial and strategic performance metrics; and |
FISCAL 2024 COMPENSATION HIGHLIGHTS
| • | long-term equity awards consisting of stock options, restricted stock units (“RSUs”), and performance share units (“PSUs”) tied to financial metrics measured over a three-year performance period. |
FISCAL 2024 COMPENSATION HIGHLIGHTS
The charts below illustrate, for fiscal 2024, the distribution of value among the three elements of direct compensation - base salary, target annual incentive awards and target long-term equity incentive awards − for our former Chief Executive Officer and, on average, for the other named executive officers. The components of the long-term equity incentive awards are also illustrated. Of target total direct compensation, 92% of our former Chief Executive Officer’s compensation, and, on average, 81% of our other named executive officers’ compensation was variable, either because it was subject to performance goals, or to fluctuations in stock price, or both. In addition, 83% of our Chief Executive Officer’s target compensation was long-term, while 70% of the target annual compensation of our other named executive officers, on average, was long-term. Performance Measures Link to Strategy In setting performance measures for the incentive compensation plans, the Committee first considers the Company’s strategy, contemplating the Company’s long- and short-term goals and how those goals are measured. As the Company has been focused on growth, and, increasingly, profitability, the Committee determined that using the measures of adjusted revenue and adjusted earnings before interest and taxes (EBIT) continued to be appropriate for the incentive compensation plans. These are non-GAAP measures that are used by management to facilitate its operational decision-making and provide key insights into the Company and management’s achievements. Balanced Approach to Long-Term Incentives The Committee takes a balanced approach to long-term incentives, and for fiscal 2024 annual grants:
FISCAL 2024 COMPENSATION HIGHLIGHTS
| • | Determined that long-term equity incentive awards for executive officers, other than the CEO, would continue to be allocated 50% to PSUs, 25% to RSUs and 25% to stock options, as in fiscal 2023. |
FISCAL 2024 COMPENSATION HIGHLIGHTS
| • | Determined that long-term equity incentive awards for the CEO would continue to be allocated 60% to PSUs, 20% to RSUs and 20% to stock options, as in fiscal 2023. |
FISCAL 2024 COMPENSATION HIGHLIGHTS
| • | Utilized adjusted revenue and adjusted EBIT as performance measures for PSUs awarded as long-term equity incentive compensation. |
FISCAL 2024 COMPENSATION HIGHLIGHTS
| • | Approved grants of stock options, RSUs and PSUs in alignment with our compensation philosophy and program. |
LOOKING AHEAD TO 2025
| • | Adjusting the weighting of the AIP performance measures |
LOOKING AHEAD TO 2025
| ○ | Decrease the weighting of the strategic performance measures from 20% to 10%; |
LOOKING AHEAD TO 2025
| • | Maintained 2025 long-term incentive plan grant values based on 2024 performance, anticipated future performance and market competitiveness of compensation, continuing to reward performance and drive retention. |
LOOKING AHEAD TO 2025
| • | Determined to add a relative total shareholder return (TSR) +/- 25% modifier to PSUs to provide an external performance measure and link executive compensation directly to the creation of stockholder value. |
POLICIES AND PRACTICES TO SUPPORT EFFECTIVE GOVERNANCE
| What We Do | | What We Don’t Do | | | ✔ | Solicit shareholder feedback on our programs | ✘ | No employment agreements with executives | | ✔ | Use performance-contingent equity | ✘ | No excise tax gross up provisions | | ✔ | Set robust stock ownership guidelines | ✘ | No defined pension benefit programs | | ✔ | Have “double trigger” change-in-control benefits | ✘ | No significant executive perquisites | | ✔ | Have compensation recoupment (“clawback”) policy | ✘ | No cash severance in excess of 2x salary and bonus | | ✔ | Include caps on annual incentive payments | ✘ | No hedging or pledging of Company securities | | ✔ | Use multiple financial and strategic measures to determine incentive payouts | ✘ | No “single trigger” change-in-control benefits | | ✔ | Engage independent advisors | | | | ✔ | Conduct an annual compensation risk assessment | | |
Executive Compensation Philosophy
| • | Exceptional talent is needed to realize our significant market opportunity and to drive long-term sustainable growth; |
Executive Compensation Philosophy
| • | Highly competitive compensation is needed to attract and retain proven talent; and |
2024 Compensation Elements and Decisions
| • | Annual Incentive Compensation. Annual incentive compensation in the form of a market-competitive, performance-based cash bonus, is designed to focus our named executive officers on pre-set financial and strategic objectives each year and drive specific behaviors that foster short- and long-term growth and shareholder value. |
2024 Compensation Elements and Decisions
| • | Long-Term Equity Incentive Awards. Long-term incentive compensation generally consists of grants of stock options, RSUs and PSUs. The Committee designs our long-term incentive compensation awards to align the interests of named executive officers with the interests of our shareholders in long-term growth, reward executives for shareholder value creation, recognize executives for their contributions to the Company and promote retention. |
2024 COMPENSATION DECISIONS
For fiscal 2024, the Committee reviewed the base salaries payable to our named executive officers with consideration of market positioning as well as individual performance and determined that a merit increase based on individual performance was appropriate. Additionally, base salary increases for Messrs. Hollingshead, Benjamin, Kapples and Field were higher than the Company’s standard merit increase to recognize individual performance and address gaps identified to the market 50th percentile. Annual Incentive Compensation Annual incentive compensation supports the Committee’s pay-for-performance philosophy and aligns individual goals with Company goals. Under our Annual Incentive Compensation Plan (“AIP”), named executive officers have the opportunity to earn a performance-based cash bonus based on the achievement of corporate and individual goals. The Committee, with input from its independent compensation consultant, structured the 2024 AIP as follows:
2024 COMPENSATION DECISIONS
| • | Established Payout Opportunities. At the beginning of the fiscal year, the Committee established the individual target awards for each named executive officer, expressed as a percentage of base salary in an amount determined by the Committee to be aligned with competitive market and internal equity considerations. |
2024 COMPENSATION DECISIONS
| • | Determined Performance Objectives. At the beginning of the fiscal year, the Committee established financial performance measures and goals as well as non-financial, strategic measures and goals covering commercial, operational and organizational areas. The Committee determined the metrics being assessed as well as performance targets for each metric, threshold performance requirements to earn an award (50% of target), and performance requirements to earn a maximum award (200% of target). The 2024 AIP payouts were based 80% on financial goals and 20% on these strategic goals. |
2024 COMPENSATION DECISIONS
| Executive Officer | 2024 AIP Target | | James Hollingshead | 125% | | Ana Chadwick | 70% | | Eric Benjamin | 70% | | John Kapples | 60% | | Mark Field | 70% | | Lauren Budden | 45%(1) |
2024 COMPENSATION DECISIONS
| (1) In connection with also serving as Interim Chief Financial Officer and Treasurer through April 2024, Ms. Budden’s AIP target bonus opportunity was increased to 60% of her base salary, on a pro-rata basis based on the number of days served in these additional roles in 2024. |
2024 COMPENSATION DECISIONS
Achievement of these goals is designed to further the Company’s mission to simplify and improve life for people with diabetes while continuing to enhance an inclusive and inspiring Company culture as well as deliver value to shareholders over the long-term. Additionally, our strategic performance goals underscore our, and our shareholders’, focus on ESG matters. 2024 AIP Performance Targets and Results. In addition to setting the performance metrics at the beginning of the fiscal year, the Committee established threshold, target, “stretch goal” and maximum performance levels for each performance metric. As in the prior year, the payout applicable to the Adjusted Revenue metric would be capped at one hundred seventy-five percent (175%) if Adjusted EBIT did not attain at least threshold performance. The following tables summarize the performance goals, results, and payout factors for the 2024 AIP. Financial Performance Measures
2024 COMPENSATION DECISIONS
| Financial Measure | Weighting | Threshold (50%) | Target (100%) | Stretch Goal (130%) | Maximum (200%) | Actual Performance Result(1)(2) | Performance to Target | Payout % | Weighted Payout Factor | | dollars in millions | | | | | | | | | | | Adjusted Revenue | 60.0% | $1,805 | $1,953 | $2,000 | $2,101 | $2,074 | 106% | 181% | 108.7% | | Adjusted EBIT | 20.0% | $189 | $236 | $266 | $318 | $307 | 130% | 185% | 36.9% |
2024 COMPENSATION DECISIONS
| (2) The payout curve has a linear progression between 50% and 100% performance, between 100% and 130% performance, and between 130% and 200% performance. |
2024 COMPENSATION DECISIONS
| Strategic Measure | Weighting | Performance to Target | Payout % | Weighted Payout Factor | | New Customer Starts | 6.7% | 111% | 152% | 10.1% | | Innovation Pipeline | 6.7% | 200% | 200% | 13.3% | | People/Culture | 6.7% | 130% | 130% | 8.7% |
2024 COMPENSATION DECISIONS
In addition to consistently strong financial performance during 2024, the Company also achieved a number of critical milestones related to the AIP strategic performance measures. The number of New Customer Starts in 2024 exceeded the target level and we achieved all of our innovation goals, either on time or ahead of schedule. The People/Culture goals included defining and rolling out Insulet’s culture and values, first to the leadership team and then to the entire organization. In addition, a new performance rating system designed to measure both the “what” and the “how” was introduced. Successful completion of these initiatives firmly establishes and reinforces the organization’s ways of working. The financial and strategic performance achievements during 2024 resulted in an Overall Payout Factor for the FY24 AIP of 177.8% Overall Payout Factor
2024 COMPENSATION DECISIONS
| | Weight | Weighted Payout Factor | | Financial | 80% | 145.6% | | Strategic | 20% | 32.1% | | Overall Payout Factor | | 177.8% |
2024 COMPENSATION DECISIONS
2024 AIP Payout – Payout Factor. In determining the actual amount of the 2024 AIP incentive bonus for the named executive officers, the Committee multiplied each named executive officer’s target award by the FY24 Overall Payout Factor of 177.8% described in the above table. The table below lists the 2024 AIP incentive bonus that the Committee awarded to each named executive officer for fiscal 2024.
2024 COMPENSATION DECISIONS
| Executive Officer | 2024 AIP Payout | | James Hollingshead | $2,111,375 | | Ana Chadwick | $544,155(1) | | Eric Benjamin | $684,530 | | John Kapples | $544,068 | | Mark Field | $584,962 | | Lauren Budden | $384,354 |
2024 COMPENSATION DECISIONS
Long-Term Incentive Compensation The Committee uses long-term incentive compensation in the form of equity awards to deliver competitive compensation that recognizes executives for their contributions to the Company and aligns the interests of named executive officers with shareholders by focusing them on long-term growth and stock performance. To foster this alignment, the Company maintains a stock ownership policy that requires all of our named executive officers to hold at least one-half of the net shares received upon the vesting or exercise of Company equity awards until their applicable share ownership guideline is met. The Committee views long-term incentives as a significant element of total remuneration at the executive level and a crucial component of the Company’s total rewards compensation package. The Committee reviewed the Company’s long-term incentive program structure when designing the Company’s 2024 annual equity award, with input from its independent compensation consultant.
2024 COMPENSATION DECISIONS
| • | Based on this evaluation, the Committee determined that the long-term incentive vehicles of stock options, RSUs and PSUs continued to serve the Company well. |
2024 COMPENSATION DECISIONS
| • | With respect to the allocation of the total award value among the various long-term incentive vehicles, the Committee determined that it would be appropriate to continue to allocate significant value to performance-based awards, with the former Chief Executive Officer receiving a heavier allocation than other named executive officers to further align his interests with those of shareholders. |
2024 COMPENSATION DECISIONS
| • | The Committee also evaluated the vesting schedule for each long-term incentive vehicle, taking into consideration current market practices and the Company’s life-cycle stage. Based on this evaluation, the Committee determined that the previously adopted vesting period for RSUs, PSUs and stock options remained appropriate. |
2024 Annual Long-Term Incentive Award Allocation
2024 Annual Long-Term Incentive Award Allocation
2024 Annual Long-Term Incentive Award Allocation
| • | PSUs. 60% of the award value for Mr. Hollingshead / 50% for the other named executive officers was allocated to PSUs, with performance-based vesting after a three-year period based on Adjusted Revenue and Adjusted EBIT. |
2024 Annual Long-Term Incentive Award Allocation
| • | RSUs. 20% of the award value for Mr. Hollingshead / 25% for the other named executive officers was allocated to RSUs with a three-year ratable vesting period. |
2024 Annual Long-Term Incentive Award Allocation
| • | Stock Options. 20% of the award value for Mr. Hollingshead / 25% for the other named executive officers) was allocated to stock options with a four-year ratable vesting period. |
2024 Annual Long-Term Incentive Award Allocation
The Committee considered these allocations appropriate, as performance-orientation is reflected in PSUs (which only have value if the Company achieves certain pre-determined financial goals) and stock options (which only have value to the extent the Company’s stock price increases from the stock price on the grant date), while grants of RSUs allow the program to support long-term retention. PSU Design. When establishing the plan design for the PSU awards issued as part of the Company’s 2024 annual equity award, the Committee reviewed the fiscal 2023 PSU performance metrics and weightings (adjusted revenue – 70%; adjusted EBIT – 30%) in light of the Company’s long-term business strategy and fiscal 2024 strategic imperatives. The Committee considered the evolution of the plan design for previously granted PSU awards, noting the shift from gross profit to adjusted EBIT in 2019, as the company’s continued focus on long-term profitability grew. The Committee determined that with the Company’s continued focus on growth, adjusted revenue and adjusted EBIT remained the appropriate metrics for 2024 awards. When making its determinations, the Committee considered that the use of both adjusted revenue and adjusted EBIT in the PSU awards issued as part of the Company’s 2024 annual equity award harmonized the long-term incentive compensation metrics with the 2024 AIP financial performance metrics. The Committee determined that the differing performance periods (one-year versus three-year) and the significance of these two metrics, given the Company’s business strategy and shareholder feedback, warranted their continued use. PSU Performance Payout Factor. The fiscal 2024 PSU award performance factor is determined as follows:
2024 Annual Long-Term Incentive Award Allocation
| Three-Year (2024-2026) Cumulative Adjusted Revenue(1) (Weighted 70%) | Performance as a Percentage of Adjusted Revenue Target | Payout Factor(2) | | Maximum | 110% | 200% | | Stretch Goal | 104.5% | 130% | | Target | 100% | 100% | | Threshold | 90% | 50% | | Below Threshold | Less than 90% | 0% |
2024 Annual Long-Term Incentive Award Allocation
| Three-Year (2024-2026) Cumulative Adjusted EBIT(1) (Weighted 30%) | Performance as a Percentage of Adjusted EBIT Target | Payout Factor(2) | | Maximum | 115% | 200% | | Stretch Goal | 104.5% | 130% | | Target | 100% | 100% | | Threshold | 85% | 50% | | Below Threshold | Less than 85% | 0% |
2024 Annual Long-Term Incentive Award Allocation
| (1) The three-year cumulative adjusted revenue and adjusted EBIT goals were based upon our strategic plan and were set at a level consistent with and necessary to achieve the Company’s strategic goals of enhanced top-line growth and profitability, with the stretch revenue target based on a three-year compound annual growth rate of 19.0%. The Committee viewed the goals as challenging but achievable. |
2024 Annual Long-Term Incentive Award Allocation
| (2) The payout factor is prorated on a straight-line basis (i.e., by linear interpolation) for performance that falls between the performance targets set forth in the table above. In addition, the payout factor cannot exceed 200% under any circumstances. |
2024 Annual Long-Term Incentive Award Allocation
Fiscal 2024 Award Values. When setting long-term incentive compensation for named executive officers, the Committee employed the process described in the “Compensation Decision Making Process” section of this CD&A. After the Committee established a dollar value for each named executive officer’s fiscal 2024 annual equity award, that dollar value was then allocated between stock options, RSUs and PSUs, with the exact number of RSUs and PSUs being calculated based on the closing price of a Company share on the grant date and the exact number of stock options based on such closing price and the applicable Black-Scholes ratio. The dollar value allocated to PSUs represents the target value of such award. The table below lists the fiscal 2024 annual equity award values approved by the Committee for each named executive officer.
2024 Annual Long-Term Incentive Award Allocation
| Executive Officer | 2024 Annual Equity Award Value(1) | | James Hollingshead | $10,250,000 | | Ana Chadwick | $2,500,000(2) | | Eric Benjamin | $2,700,000 | | John Kapples | $1,650,000 | | Mark Field | $2,200,000 | | Lauren Budden | $600,000 |
2024 Annual Long-Term Incentive Award Allocation
| (1) The amounts in the table above differ slightly from the grant date fair value of the awards reported in the Grants of Plan-Based Awards Table. This is because the amounts in the above table are the dollar amounts awarded by the Committee, while the grant date fair value of each award reported in the Grants of Plan-Based Awards Table is the award value for accounting purposes. The award value for accounting purposes for stock options is calculated by application of the Black-Scholes option pricing model. Does not include an additional equity award of $200,000 for each of Messrs. Benjamin, Kapples and Field and Ms. Budden made in conjunction with the annual grant. The allocation of this additional award value between PSUs, RSUs and options is the same as for the annual grant. |
2024 Annual Long-Term Incentive Award Allocation
| (2) Ms. Chadwick’s annual award, which was granted effective May 1, 2024, was 50% PSUs and 50% RSUs. The amount in the table above does not include Ms. Chadwick’s $1,000,000 RSU sign-on equity award. |
Vesting of Fiscal 2022 PSU Awards
Vesting of Fiscal 2022 PSU Awards In fiscal 2022, the Company issued PSU awards with a three-year performance period ending in fiscal 2024. Payouts under these PSU awards were based upon the Company’s achievement of adjusted revenue (weighted 70%) and adjusted EBIT (weighted 30%) during the 2022, 2023, and 2024 fiscal years. During the three-year performance period, the Company increased adjusted revenue significantly, achieving $5,151 million in adjusted revenue over the performance period. The Company also achieved $668 million in adjusted EBIT over the performance period, which was above the threshold level required for payout, but below the target for this metric. This performance represents an achievement of 131% and 38% of target adjusted revenue and adjusted EBIT performance, respectively. Based on this achievement, the Committee certified payouts pursuant to the fiscal 2022 PSU awards at 169%.
2022 PSU Awards
2022 PSU Awards
2022 PSU Awards
| Financial Measure | Weighting | Performance to Target | Payout % | Weighted Payout Factor | | Adjusted Revenue | 70% | 113% | 187% | 131% | | Adjusted EBIT | 30% | 123% | 128% | 38% | | | | | Final Payout | 169% |
2022 PSU Awards
Executive Changes From October 2023 to April 2024, Ms. Budden assumed the role of Interim Chief Financial Officer and Treasurer in addition to her existing roles as Group Vice President, Chief Accounting Officer and Controller. In connection with her additional responsibilities, the Company entered into a Letter Agreement with Ms. Budden pursuant to which she received an allowance of $70,000 per year, prorated for the number of days she served as Interim Chief Financial Officer and Treasurer, and her AIP target bonus opportunity was increased from 45% of base salary to 60% of base salary, also prorated for the number of days she served in the roles of Interim Chief Financial Officer and Treasurer. The Committee approved treating this prorated allowance as base salary for purposes of calculating Ms. Budden’s AIP payout. Ms. Chadwick joined the Company in April 2024 as Executive Vice President, Chief Financial Officer and Treasurer. Pursuant to the terms of her offer letter, in addition to her base salary, her annual cash incentive target, and the annual long-term incentive grant noted above, effective May 1, 2024, Ms. Chadwick received a sign-on equity award with a value of $1,000,000, issued in RSUs with ratable vesting over a three-year period. In addition, Ms. Chadwick received a one-time cash signing bonus of $125,000, which must be repaid if she voluntarily leaves the Company within one year of her hire date. Mr. Field left the Company in March 2025, and Mr. Hollingshead left the Company in April 2025. Ms. McEvoy joined the Company in April 2025 as President and Chief Executive Officer. Pursuant to the terms of her offer letter, her initial annual base salary is $1,150,000, her annual target bonus opportunity is equal to 130% of her annual base salary, and she will receive a prorated annual equity award for fiscal year 2025 with a target aggregate grant date fair value of $10,000,000 as well as an employment inducement award with a target aggregate grant date fair value of $5,000,000. 60% of the prorated annual award and employment inducement award will be in the form of PSUs, subject to the vesting schedule, performance period (2025-2027), performance goals and other terms and conditions as the 2025 annual PSU awards previously granted to other executive officers of the Company; 20% of the awards will be in the form of RSUs, vesting ratably over a three-year period; and 20% of the awards will be in the form of stock options, vesting ratably over a four-year period. Other Benefits All full-time employees, including our named executive officers, may be eligible to participate in our employee benefit programs, including our employee stock purchase plan, retirement (401(k)) plan and health and welfare benefits. Employee Stock Purchase Plan. We maintain a broad-based employee stock purchase plan, the Insulet Corporation Employee Stock Purchase Plan (“ESPP”), which provides eligible employees, including our named executive officers, with the opportunity to purchase Company shares. We believe that providing an employee stock purchase plan is consistent with our philosophy that compensation should align the interests of executive officers and shareholders and promote a long-term shareholder perspective. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the U.S. Internal Revenue Code of 1986, as amended, and provides that eligible employees may make contributions through payroll deductions of up to ten percent (10%) of eligible compensation, which are used to purchase shares of stock at the end of each offering period. A participant’s right to purchase shares under the ESPP may not accrue at a rate that exceeds $25,000 of the fair market value of our common stock for each calendar year. The purchase price per share in any offering period will be eighty-five percent (85%) of the lower of the fair market value of the common stock on the first day or the last day of the applicable offering period. All of our eligible named executive officers participate in the ESPP, other than Mr. Kapples. 401(k) Plan. The Company maintains the Insulet Corporation 401(k) Profit Sharing Plan Trust, which is a tax-qualified defined contribution 401(k) plan that is available to all United States eligible employees (“401(k) Plan”). Under the 401(k) Plan, the Company matches fifty percent (50%) of the amounts that eligible employees elect to defer under such plan, up to the first 6% of the employee’s eligible pay. Employees who participate in the 401(k) are immediately vested in their contributions but must be credited with at least one year of service to become vested in Company matching contributions. Health and Welfare Benefits. As part of our overall compensation offering, our health and welfare benefits are intended to be competitive with peer companies. The health and welfare benefits that we provide to our named executive officers are offered to all of our eligible United States-based employees and include medical (including prescription drug), dental, vision, life insurance, flexible spending accounts, short- and long-term disability coverage, legal services, identity theft protection and credit monitoring, wellness and an employee assistance program. Severance Plan. We maintain the Insulet Corporation Amended and Restated Executive Severance Plan (“Severance Plan”), pursuant to which benefits are payable to any named executive officer upon an involuntary termination of employment for any reason other than cause, disability or death. Our Chief Executive Officer is also entitled to benefits in the event of a good reason resignation pursuant to the terms of the Severance Plan. For this purpose, a “good reason resignation” is defined as a material adverse diminution in the Chief Executive Officer’s responsibilities, authorities or duties, a material reduction in the Chief Executive Officer’s base salary or a relocation of the Company’s offices to a location more than 50 miles away from the Chief Executive Officer’s current office. Benefits upon an involuntary termination (or, for the Chief Executive Officer, also for a good reason resignation) include:
2022 PSU Awards
| • | For the Chief Executive Officer: (i) salary continuation payments equal to two times base salary, (ii) installment payments equal to two times target annual incentive cash award, (iii) a prorated payment of her annual incentive cash award, (iv) continued health and dental coverage at employee rates for a period of up to 24 months, and (v) reimbursement for outplacement services up to $25,000. |
2022 PSU Awards
| • | For Executive Vice Presidents and Senior Vice Presidents: (i) salary continuation payments equal to one times base salary, (ii) installment payments equal to one times target annual incentive cash award, (iii) a prorated payment of annual incentive cash award, (iv) continued health and dental coverage at employee rates for a period of up to 12 months, and (v) reimbursement for outplacement services up to $25,000. |
2022 PSU Awards
| • | For a Group Vice President: (i) salary continuation equal to one times base salary, (ii) continued health and dental coverage at employee rates for a period of up to 12 months, and (iii) reimbursement for outplacement services up to $15,000. |
2022 PSU Awards
The Severance Plan also provides that benefits are payable to a named executive officer if, within two years after or 60 days before a change-in-control, the named executive officer either resigns for good reason or experiences an involuntary termination of employment for any reason other than cause, disability or death. In this event, severance benefits include:
2022 PSU Awards
| • | For the Chief Executive Officer and all Executive Vice Presidents and Senior Vice Presidents: (i) a lump sum cash payment equal to (A) two times base salary, plus (B) two times the higher of the named executive officer’s target annual incentive plan bonus for the fiscal year in which the termination event occurs or the annual incentive plan bonus actually paid for the fiscal year which immediately precedes the fiscal year in which the termination event occurs; (ii) a prorated payment of the named executive officer’s annual incentive cash award; (iii) continued health coverage at employee rates for a period of up to 24 months; (iv) reimbursement for outplacement services of up to $25,000; and (v) full and accelerated vesting of all outstanding equity awards. |
2022 PSU Awards
| • | For the Group Vice President: (i) a lump sum cash payment equal to (A) one times base salary, plus (B) one times the higher of the named executive officer’s target annual incentive plan bonus for the fiscal year in which the termination event occurs or the annual incentive plan bonus actually paid for the fiscal year which immediately precedes the fiscal year in which the termination event occurs; (ii) a prorated payment of the named executive officer’s annual incentive cash award; (iii) continued health coverage at employee rates for a period of up to 12 months; (iv) reimbursement for outplacement services of up to $15,000; and (v) full and accelerated vesting of all outstanding equity awards. |
2022 PSU Awards
The Severance Plan conditions payment of severance benefits upon the executive officer signing a severance agreement and release of claims against the Company. Each of our named executive officers has also entered into an agreement with the Company covering non-competition, non-solicitation, non-disclosure and assignment. This agreement provides for protection of our confidential information, assignment to the Company of intellectual property developed by our executives and non-compete and non-solicitation obligations throughout employment and for a period of twelve (12) months thereafter. Mr. Hollingshead and Mr. Field left the Company in April 2025 and March 2025, respectively. Each received the standard severance benefits described above.
Market Factors and Benchmarking
Market Factors and Benchmarking When reviewing compensation programs and setting the compensation of our named executive officers, the Committee considers, in addition to the internal factors noted above, the compensation practices of specific peer companies as well as market data from general industry published surveys. For this purpose, the Committee, with the assistance of its independent compensation consultant, selected a peer group consisting of companies within a similarly situated industry (i.e., medical devices and medical technology) and which were of comparable size based on revenue and market capitalization. The Committee reviews this peer group on an on-going basis, modifying it as circumstances warrant. In setting the compensation of our named executive officers, the Committee evaluates each executive’s compensation against the median market data for the respective position. However, the Committee does not strictly tie target compensation to any one type of peer group or survey data, but instead considers these in conjunction with internal factors as described below in determining the appropriate level of compensation for each executive. To supplement peer company data where sufficient peer level information is not available, the Committee uses data from Aon’s Radford McLagan Compensation Database. This database includes compensation data from medical technology and life sciences companies. Pearl Meyer, where applicable, uses data specific to the Company in terms of industry, size, or geographic location when providing compensation benchmarking reports to the Committee. The Committee reviews compensation with Pearl Meyer on an ongoing basis. Historically, each year the Committee has reviewed a comprehensive annual competitive assessment prepared by Pearl Meyer. During fiscal 2024, the Committee reviewed an analysis conducted by Pearl Meyer covering the competitiveness of base salaries, target bonus opportunities, and long-term incentive compensation for each of our named executive officers. The analysis determined that, on average, our named executive officers’ target total direct compensation was positioned within a reasonable market range for their respective positions. In addition, for prospective new hire candidates expected to have the title of Group Vice President or above, the Committee reviews information from the same benchmarking sources as a factor in the development of candidate compensation offers. Peer Group for Setting Fiscal 2024 Compensation During fiscal 2023, the Committee, with the assistance of Pearl Meyer, reviewed the peer group for purposes of setting fiscal 2024 compensation. In conducting its review, the Committee considered the process employed for purposes of setting fiscal 2023 compensation and noted that the existing methodology and filtering criteria continued to serve the Company well and remained appropriate, with the added focus on evolving the peer group towards medical device companies. The Committee began with companies in specified industries, including medical device and supplies, life science tools and services, biotech/pharmaceuticals and technology (hardware and software). The Committee then considered companies in these industries that met specified size and growth criteria, applying qualitative considerations to prioritize and select companies that met the filtering criteria, with a focus on medical devices and medical technology companies. As a result of this analysis, for 2024, the Committee determined to remove Tandem Diabetes care and Teledoc from its peer group and also removed Abiomed due to its acquisition. The Committee considered additions to the peer group, determining that Hologic, Inc., Align Technology, Inc., IDEXX Laboratories, Inc., and Shockwave Medical, Inc. met the screening criteria and were good fits, resulting in an increased size of the peer group by one company. The following table sets forth the peer group approved by the Committee for purposes of setting fiscal 2024 compensation along with the financial information and other measures analyzed for each.
Market Factors and Benchmarking
| Company | Revenue(1) (dollars in millions) | Market Capitalization as of July 1, 2023 (dollars in millions) | Price to Sales Ratio | | Core Device and Supplies Companies | | | | | Align Technology, Inc. | $3,737 | $27,059 | 7.2x | | DexCom, Inc. | $3,198 | $49,815 | 15.6x | | Globus Medical, Inc. | $1,097 | $5,974 | 5.4x | | IDEXX Laboratories, Inc. | $3,514 | $41,688 | 11.9x | | Hololgic, Inc. | $4,038 | $19,928 | 4.9x | | Masimo Corporation | $2,187 | $8,687 | 4.0x | | NovoCure Limited | $508 | $4,408 | 8.7x | | ResMed Inc. | $4,223 | $32,133 | 7.6x | | Shockwave Medical, Inc. | $617 | $10,453 | 17.0x | | Teleflex Incorporated | $2,899 | $11,369 | 3.9x | | Broader Life Sciences Companies | | | | | Bio-Techne Corporation | $1,137 | $12,852 | 11.3x | | Exact Sciences Corporation | $2,301 | $16,947 | 7.4x | | Neurocrine Biosciences, Inc. | $1,673 | $9,201 | 5.5x | | Seagen, Inc. | $2,162 | $36,087 | 16.7x | | Technology Companies | | | | | Aspen Technology, Inc. | $1,044 | $10,873 | 10.4x | | Guidewire Software, Inc. | $880 | $6,196 | 7.0x | | 50th Percentile | $2,174 | $12,110 | 7.5x | | Insulet Corporation | $1,465 | $20,096 | 13.7x |
Market Factors and Benchmarking
| (1) Revenue is for the trailing twelve months as of the most recently disclosed quarter, generally June 2023. |
Compensation Risk Assessment
| • | The Company sets performance goals that it believes are reasonable in light of strong performance and market conditions; |
Compensation Risk Assessment
| • | The time-based vesting over three to four years for the Company’s long-term incentive awards ensures that the named executive officers’ interests align with those of its shareholders for the long-term performance of the Company; |
Compensation Risk Assessment
| • | The performance-based earning and time-based vesting of the PSU awards combine to align these awards with shareholder interests; |
Compensation Risk Assessment
| • | Assuming achievement of at least a minimum level of performance, payouts under the Company’s performance-based incentive plans result in some compensation at levels below full target achievement, rather than an “all or nothing” approach, the latter of which could engender excessive risk taking; |
Compensation Risk Assessment
| • | A majority of the payouts under the Company’s short-term incentive plan are based on multiple individual performance and Company-based metrics, which mitigates the risk of an executive over emphasizing the achievement of one or more individual performance metrics to the detriment of Company-based metrics; |
Compensation Risk Assessment
| • | Certain payouts under the Company’s short-term incentive plan include qualitative consideration, which restrain the influence of formulae or quantitative factors on excessive risk taking; and |
Pay Ratio Disclosure
Pay Ratio Disclosure Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO. For purposes of determining the pay ratio below as required by SEC rules, the Company determined that a new median employee was necessary given (1) the employee used for the past two consecutive years terminated employment in 2024; and (2) the Company’s overall headcount has grown considerably. To identify the median compensated employee, we used base salary, for all employees globally, converted to US Dollars. This consistently applied compensation measure allowed us to annualize the compensation of new hires over the course of the fiscal year. For our 2024 fiscal year:
Pay Ratio Disclosure
| • | the annual total compensation of the employee identified at median of our company of all our employees who were employed as of December 31, 2024, (other than our former CEO), was $96,785; and |
Pay Ratio Disclosure
| • | the annual total compensation of our former CEO was $13,302,350, as detailed in the Summary Compensation Table on page 42. |
Pay Ratio Disclosure
Based on this information, for fiscal 2024, the ratio of the annual total compensation of our former CEO to the median of the annual total compensation of all employees (other than our former CEO) was estimated to be approximately 137 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Executive Compensation Tables The following tables and notes present the compensation provided to our former principal executive officer, principal financial officer, our former interim principal financial officer, and our three other most highly compensated executive officers, based on fiscal 2024 compensation. For a more complete understanding of each table, please read the notes following that table.
Summary Compensation Table
Summary Compensation Table The information included in the Summary Compensation Table below reflects compensation of our named executive officers for the fiscal year ended December 31, 2024 (“fiscal 2024”) and, where applicable, the fiscal years ended December 31, 2023 (“fiscal 2023”) and December 31, 2022 (“fiscal 2022”).
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | James Hollingshead Former President and Chief Executive Officer (1) | 2024 | $930,769 | — | $8,199,870 | $2,049,986 | $2,111,375 | $10,350 | $13,302,350 | | | 2023 | 842,308 | — | 7,599,900 | 1,899,897 | 2,027,760 | 9,900 | 12,379,765 | | | 2022 | 440,000 | — | 8,999,878 | — | 1,368,000 | 9,150 | 10,817,028 | | Ana Chadwick Chief Financial Officer and Treasurer | 2024 | 411,923 | $125,000 | 3,499,900 | — | 544,155 | — | 4,580,979 | | Eric Benjamin Executive Vice President, Chief Product and Customer Experience Officer | 2024 | 540,385 | — | 2,174,891 | 724,920 | 684,530 | 10,350 | 4,135,076 | | | 2023 | 469,231 | — | 1,499,805 | 499,912 | 661,296 | 9,900 | 3,140,144 | | | 2022 | 418,846 | — | 1,199,840 | 399,942 | 518,900 | 9,824 | 2,547,352 | | John Kapples Senior Vice President and General Counsel | 2024 | 500,962 | — | 1,387,278 | 462,438 | 544,068 | 10,350 | 2,905,096 | | | 2023 | 461,077 | — | 1,087,200 | 362,451 | 552,266 | 9,900 | 2,472,894 | | | 2022 | 448,436 | — | 1,087,347 | 362,448 | 417,457 | 9,674 | 2,325,362 | | Mark Field Former Senior Vice President, Chief Technology Officer ((2)) | 2024 | 466,154 | — | 1,799,663 | 599,938 | 584,962 | 10,350 | 3,461,067 | | | 2023 | 426,462 | — | 1,185,908 | 228,680 | 517,779 | 9,900 | 2,368,729 | | Lauren Budden Group Vice President, Corporate Controller and Chief Accounting Officer (former Interim Chief Financial Officer and Treasurer) | 2024 | 406,997 | — | 599,832 | 199,887 | 384,354 | 35,008 | 1,626,079 | | | 2023 | 403,388 | — | 524,531 | 124,892 | 393,037 | 15,289 | 1,461,137 |
Summary Compensation Table
| (1) Mr. Hollingshead left the Company in April 2025. |
Summary Compensation Table
| (2) Mr. Field left the Company in March 2025. |
Summary Compensation Table
Salary (Column C). For Ms. Chadwick, includes salary earned beginning her first day of employment, April 22, 2024 through the end of fiscal 2024. The salaries listed in this summary compensation table differ from the annual salary approved by the Talent and Compensation Committee due to the fact that the approved salaries became effective in February of the year in which approved. Bonus (Column D). For Ms. Chadwick, a cash sign-on bonus, with such bonus subject to clawback should Ms. Chadwick leave the Company during the first twelve months of her employment. Stock Awards (Column E) and Option Awards (Column F). Reflects the aggregate grant date fair value, computed in accordance with Accounting Standards Codification 718 (“ASC 718”), of stock option, restricted stock unit and PSU awards issued to each of our named executive officers during the 2022, 2023 and 2024 fiscal years, as applicable. Further information regarding the 2024 awards is included in the Fiscal 2024 Grants of Plan-Based Awards Table, the Outstanding Equity Awards at 2024 Fiscal Year-End Table and in the CD&A. The assumptions we used for calculating the grant date fair values are set forth in note 19 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not represent the actual amounts paid to or realized by our named executive officers during the years ended December 31, 2024, December 31, 2023 or December 31, 2022. For the PSUs, the grant date fair value is based on our estimate of the probable outcome of the performance conditions applicable to each PSU award. At maximum performance, these PSU awards provide for a payout equal to two hundred percent (200%) of the target award. At maximum performance, the grant date fair value of the 2024 PSU awards is as set forth in the footnote to Columns F through H of the 2024 Grants of Plan-Based Awards Table. For more information regarding PSUs, see the “Long-Term Incentive Compensation” section in the CD&A. Non-Equity Incentive Plan Compensation (Column G). Represents annual incentive cash awards paid to the named executive officers under our Annual Incentive Plan, based on Company performance in 2024. For information regarding the calculation of these awards, see the “Annual Incentive Compensation” section in the CD&A. All Other Compensation (Column H). Includes the aggregate dollar amount for each named executive officer of Company contributions to the Insulet Corporation 401(k) Profit Sharing Plan. For Ms. Budden, the amount also includes $24,658 paid in connection with her assuming the additional responsibilities of Interim Chief Financial Officer.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table provides information concerning the annual cash incentive awards and equity incentive awards granted to each of our named executive officers in fiscal 2024.
2024 Grants of Plan-Based Awards
| • | “AIP” is the annual incentive cash award payable pursuant to our 2024 Annual Incentive Plan. |
2024 Grants of Plan-Based Awards
| • | “PSUs” are restricted stock unit awards subject to performance-based vesting, which we refer to as performance unit awards. |
2024 Grants of Plan-Based Awards
| • | “RSUs” are restricted stock unit awards subject to time-based vesting. |
2024 Grants of Plan-Based Awards
| • | “Options” are nonqualified stock options subject to time-based vesting. |
2024 Grants of Plan-Based Awards
| Name | Grant Date | Date of Committee Action | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Shares of Stock or Units (#) | All other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (A) | (B) | | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | (K) | (L) | | James Hollingshead | | | | | | | | | | | | | | AIP | | | $593,750 | $1,187,500 | $2,375,000 | | | | | | | | | PSUs | 2/27/2024 | 2/26/2024 | | | | 18,455 | 36,910 | 73,820 | | | | $6,149,944 | | RSUs | 2/27/2024 | 2/26/2024 | | | | | | | 12,303 | | | 2,049,926 | | Options | 2/27/2024 | 2/26/2024 | | | | | | | | 29,475 | $166.62 | 2,049,986 | | Ana Chadwick | | | | | | | | | | | | | | AIP | | | 153,025 | 306,049 | 612,098 | | | | | | | | | PSUs | 5/1/2024 | 2/22/2024 | | | | 3,671 | 7,341 | 14,682 | | | | 1,249,952 | | RSUs | 5/1/2024 | 2/22/2024 | | | | | | | 13,214 | | | 2,249,948 | | Options | | | | | | | | | | | | | | Eric Benjamin | | | | | | | | | | | | | | AIP | | | 192,500 | 385,000 | 770,000 | | | | | | | | | PSUs | 2/27/2024 | 2/26/2024 | | | | 4,351 | 8,702 | 17,404 | | | | 1,449,927 | | RSUs | 2/27/2024 | 2/26/2024 | | | | | | | 4,351 | | | 724,964 | | Options | 2/27/2024 | 2/26/2024 | | | | | | | | 10,423 | 166.62 | 724,920 | | John Kapples | | | | | | | | | | | | | | AIP | | | 153,000 | 306,000 | 612,000 | | | | | | | | | PSUs | 2/27/2024 | 2/26/2024 | | | | 2,776 | 5,551 | 11,102 | | | | 924,908 | | RSUs | 2/27/2024 | 2/26/2024 | | | | | | | 2,775 | | | 462,371 | | Options | 2/27/2024 | 2/26/2024 | | | | | | | | 6,649 | 166.62 | 462,438 | | Mark Field | | | | | | | | | | | | | | AIP | | | 164,500 | 329,000 | 658,000 | | | | | | | | | PSUs | 2/27/2024 | 2/26/2024 | | | | 3,601 | 7,201 | 14,402 | | | | 1,199,831 | | RSUs | 2/27/2024 | 2/26/2024 | | | | | | | 3,600 | | | 599,832 | | Options | 2/27/2024 | 2/26/2024 | | | | | | | | 8,626 | 166.62 | 599,938 | | Lauren Budden | | | | | | | | | | | | | | AIP | | | 108,086 | 216,172 | 432,344 | | | | | | | | | PSUs | 2/27/2024 | 2/26/2024 | | | | 1,200 | 2,400 | 4,800 | | | | 399,888 | | RSUs | 2/27/2024 | 2/26/2024 | | | | | | | 1,200 | | | 199,944 | | Options | 2/27/2024 | 2/26/2024 | | | | | | | | 2,874 | 166.62 | 199,887 |
2024 Grants of Plan-Based Awards
Non-Equity Incentive Plan Awards (Columns C through E). Reflects threshold, target and maximum award amounts for fiscal 2024 pursuant to the 2024 Annual Incentive Plan. The actual amounts earned by each named executive officer pursuant to such awards are set forth in Column G of the Summary Compensation Table. Equity Incentive Plan Awards – PSUs (Columns F through H). Reflects threshold, target and maximum award amounts for the FY24-FY26 performance cycle pursuant to PSUs issued as part of our fiscal 2024 annual equity awards. The actual amounts, if any, earned by each named executive officer pursuant to such awards are determined by the Committee at the end of the three-year performance cycle and are based upon the Company’s cumulative Adjusted Revenue and Adjusted EBIT during fiscal 2024, 2025 and 2026 as compared to a target level of performance for such performance period as established by the Committee on the grant date. At threshold performance, these PSU awards provide for a payout equal to fifty percent (50%) of the target award. At maximum performance, these PSU awards provide for a payout equal to two hundred percent (200%) of the target award. At maximum performance, the grant date fair value of these awards is $12,299,888 for Mr. Hollingshead, $2,499,904 for Ms. Chadwick, $2,899,854 for Mr. Benjamin, $1,849,815 for Mr. Kapples, $2,399,661 for Mr. Field, and $799,776 for Ms. Budden. For more information regarding PSUs, see the “Long-Term Incentive Compensation” section in the CD&A. Equity Incentive Plan Awards – Other Stock Awards and Option Awards (Columns I and J). Reflects the number of shares underlying restricted stock unit awards and stock option awards, respectively, that were granted effective February 27, 2024 as part of our fiscal 2024 annual equity awards. Restricted stock unit awards vest one-third annually beginning on the first anniversary of the grant date and stock option awards vest one-quarter annually beginning on the first anniversary of the grant date. Exercise Price of Option Awards (Column K). The exercise price for option awards is the closing price of our common stock on the grant date. Grant Date Fair Value (Column L). The grant date fair value is generally the amount that the Company would expense in its financial statements over the award’s service period.
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information regarding outstanding stock option awards and unvested restricted stock unit and PSU awards held by each named executive officer as of December 31, 2024. Unless otherwise specified, the market value of outstanding stock awards in the table is calculated by multiplying the number of unvested stock units or PSUs by $261.07, the closing value of our stock on December 31, 2024, which was the last trading day of our 2024 fiscal year.
Outstanding Equity Awards at 2024 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | James Hollingshead | 4,118(1) | 12,357 | $276.36 | 2/28/2033 | 7,233(2) | $1,888,319 | 36,671(3) | $9,573,779 | | | —(4) | 29,475 | 166.62 | 2/27/2034 | 4,584(5) | 1,196,745 | 41,250(6) | 10,769,138 | | | | | | | 12,303(7) | 3,211,944 | 73,820(8) | 19,272,187 | | Ana Chadwick | | | | | 5,873(9) | 1,533,264 | 14,682(8) | $3,833,030 | | | | | | | 7,341(7) | 1,916,515 | | | | Eric Benjamin | 4,975(10) | — | 46.22 | 2/22/2027 | 504(11) | 131,579 | 5,107(3) | 1,333,331 | | | 5,246(12) | — | 74.50 | 2/14/2028 | 1,206(5) | 314,850 | 7,236(6) | 1,889,103 | | | 3,001(13) | — | 92.11 | 2/26/2029 | 4,351(7) | 1,135,916 | 17,404(8) | 4,543,662 | | | 2,618(14) | — | 202.64 | 2/10/2030 | | | | | | | 1,951(15) | 651 | 279.69 | 2/17/2031 | | | | | | | 2,080(16) | 2,080 | 264.69 | 2/28/2032 | | | | | | | 1,083(1) | 3,252 | 276.36 | 2/28/2033 | | | | | | | —(4) | 10,423 | 166.62 | 2/27/2034 | | | | | | John Kapples | 5,278(13) | — | 95.43 | 4/1/2029 | 457(11) | 119,309 | 4,629(3) | 1,208,470 | | | 3,141(14) | — | 202.64 | 2/10/2030 | 874(5) | 228,175 | 5,246(6) | 1,369,573 | | | 2,439(15) | 813 | 279.69 | 2/17/2031 | 2,775(7) | 724,469 | 11,102(8) | 2,898,399 | | | 1,885(16) | 1,885 | 264.69 | 2/28/2032 | | | | | | | 785(1) | 2,358 | 276.36 | 2/28/2033 | | | | | | | —(4) | 6,649 | 166.62 | 2/27/2034 | | | | | | Mark Field | 2,457(13) | — | 109.32 | 6/3/2029 | 276(11) | 72,055 | 2,792(3) | 728,876 | | | 1,483(14) | — | 202.64 | 2/10/2030 | 552(17) | 144,111 | 3,310(6) | 864,142 | | | 975(15) | 326 | 279.69 | 2/17/2031 | 552(5) | 144,111 | 14,402(8) | 3,759,930 | | | 1,137(16) | 1,138 | 264.69 | 2/28/2032 | 1,156(18) | 301,797 | | | | | 495(1) | 1,488 | 276.36 | 2/28/2033 | 3,600(7) | 939,852 | | | | | —(4) | 8,626 | 166.20 | 2/27/2034 | | | | | | Lauren Budden | 1,397(13) | — | 109.32 | 6/3/2029 | 142(11) | 37,072 | 1,437(3) | 375,027 | | | 575(14) | — | 202.64 | 2/10/2030 | 315(19) | 82,237 | 1,808(6) | 472,015 | | | 536(15) | 179 | 279.69 | 2/17/2031 | 302(5) | 78,843 | 4,800(8) | 1,253,136 | | | 585(16) | 585 | 264.69 | 2/28/2032 | 362(20) | 94,507 | | | | | 270(1) | 813 | 276.36 | 2/28/2033 | 1,200(7) | 313,284 | | | | | —(4) | 2,874 | 166.62 | 2/27/2034 | | | | |
Outstanding Equity Awards at 2024 Fiscal Year End
| (1) Represents stock options granted on February 28, 2023, as part of our fiscal 2023 annual equity awards, which vest twenty-five percent (25%) annually beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (2) Represents RSUs granted on June 1, 2022, as a sign-on award in connection with Mr. Hollingshead’s commencement of employment, which vest one-third annually, beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (3) Represents PSUs granted on February 28, 2022 (June 1, 2022 for Mr. Hollingshead), as part of our fiscal 2022 annual equity awards, which vested on February 17, 2025 following the Committee’s certification of performance results. The Company achieved between target and maximum performance for the three-year performance period ended December 31, 2024, resulting in vesting at 169% of target. For more information, see the “Vesting of Fiscal 2022 PSU Awards” section in the CD&A. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (4) Represents stock options granted on February 27, 2024, as part of our fiscal 2024 annual equity awards, which vest twenty-five percent (25%) annually beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (5) Represents RSUs granted on February 28, 2023, as part of our fiscal 2023 annual equity awards, which vest one-third annually, beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (6) Represents PSUs granted on February 28, 2023, as part of our fiscal 2023 annual equity awards, which vest after the end of the FY23-FY25 performance cycle (such performance cycle ends December 31, 2025) only to the extent that the Committee certifies that the applicable performance criteria have been satisfied. The amounts reported in this column are based on achievement of maximum performance. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (7) Represents RSUs granted on February 27, 2024 (May 1, 2024 for Ms. Chadwick), as part of our fiscal 2024 annual equity awards, which vest one-third annually, beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (8) Represents PSUs granted on February 27, 2024 (May 1, 2024 for Ms. Chadwick), as part of our fiscal 2024 annual equity awards, which vest after the end of the FY24-FY26 performance cycle (such performance cycle ends December 31, 2026) only to the extent that the Committee certifies that the applicable performance criteria have been satisfied. The amounts reported in this column are based on achievement of maximum performance. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (9) Represents RSUs granted on May 1, 2024, as a sign-on award in connection with Ms. Chadwick’s commencement of employment, which vest one-third annually, beginning on the first anniversary of the grant date |
Outstanding Equity Awards at 2024 Fiscal Year End
| (10) Represents fully vested stock options granted on February 22, 2017, as part of our fiscal 2017 annual equity awards. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (11) Represents RSUs granted on February 28, 2022, as part of our fiscal 2022 annual equity awards, which vest one-third annually, beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (12) Represents fully vested stock options granted on February 14, 2018, as part of our fiscal 2018 annual equity awards. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (13) Represents fully vested stock options granted on February 26, 2019 (April 1, 2019 for Mr. Kapples and June 3, 2019 for Ms. Budden and Mr. Field), as part of our fiscal 2019 annual equity awards. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (14) Represents fully vested stock options granted on February 10, 2020, as part of our fiscal 2020 annual equity awards. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (15) Represents stock options granted on February 17, 2021, as part of our fiscal 2021 annual equity awards, which vest twenty-five percent (25%) annually beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (16) Represents stock options granted on February 28, 2022, as part of our fiscal 2022 annual equity awards, which vest twenty-five percent (25%) annually beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (17) Represents RSUs granted on July 1, 2022, as a retention award, which vest in two substantially equal installments on August 31, 2024 and August 31, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (18) Represents RSUs granted on June 30, 2023, in connection with Mr. Field’s promotion to Senior Vice President, Chief Technology Officer, which vest one-third annually, beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (19) Represents RSUs granted on February 28, 2022, in connection with Ms. Budden’s promotion to Group Vice President, which vest one-third annually, beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (20) Represents RSUs granted on February 28, 2023, as a recognition award for Ms. Budden’s performance, which vest one-third annually, beginning on the first anniversary of the grant date. |
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table provides information regarding the vesting of stock awards during fiscal 2024. No company stock options were exercised by Named Executive Officers during fiscal 2024.
2024 Option Exercises and Stock Vested
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | James Hollingshead | | | 9,524 | $1,656,423 | | Ana Chadwick | — | — | — | — | | Eric Benjamin | | | 3,388 | 620,091 | | John Kapples | | | 3,745 | 694,972 | | Mark Field | | | 3,117 | 595,022 | | Lauren Budden | | | 1,414 | 249,421 |
2024 Option Exercises and Stock Vested
| (1) The amounts shown in this column represent the number of shares vested multiplied by the closing price of our common stock on the vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Severance Plan. We maintain the Insulet Corporation Amended and Restated Executive Severance Plan (“Severance Plan”), pursuant to which benefits are payable to any named executive officer upon an involuntary termination of employment for any reason other than cause, disability or death. The Chief Executive Officer is also entitled to benefits in the event of a good reason resignation pursuant to the terms of the Severance Plan. For this purpose, a “good reason resignation” is defined as a material adverse diminution in the Chief Executive Officer’s responsibilities, authorities or duties, a material reduction in the Chief Executive Officer’s base salary or a relocation of the Company’s offices to a location more than 50 miles away from the Chief Executive Officer’s current office. Benefits upon an involuntary termination (or, for the Chief Executive Officer, also for a good reason resignation) include:
Potential Payments Upon Termination or Change in Control
| • | For the Chief Executive Officer: (i) salary continuation payments equal to two times base salary, (ii) installment payments equal to two times target annual incentive cash award, (iii) a prorated payment of the annual incentive cash award, (iv) continued health and dental coverage at employee rates for a period of up to 24 months, and (v) reimbursement for outplacement services up to $25,000. |
Potential Payments Upon Termination or Change in Control
| • | For Ms. Chadwick and Messrs. Benjamin, Kapples and Field, as Executive Vice Presidents or Senior Vice Presidents: (i) salary continuation payments equal to one times base salary, (ii) installment payments equal to one times target annual incentive cash award, (iii) a prorated payment of annual incentive cash award, (iv) continued health and dental coverage at employee rates for a period of up to 12 months, and (v) reimbursement for outplacement services up to $25,000. |
Potential Payments Upon Termination or Change in Control
| • | For Ms. Budden, as a Group Vice President: (i) salary continuation equal to one times base salary, (ii) continued health and dental coverage at employee rates for a period of up to 12 months, and (iii) reimbursement for outplacement services up to $15,000. |
Potential Payments Upon Termination or Change in Control
The Severance Plan also provides that benefits are payable to a named executive officer if, within two years after or 60 days before a change-in-control, the named executive officer either resigns for good reason or experiences an involuntary termination of employment for any reason other than cause, disability or death. In this event, severance benefits include:
Potential Payments Upon Termination or Change in Control
| • | For the Chief Executive Officer and all Executive Vice Presidents and Senior Vice Presidents: (i) a lump sum cash payment equal to (A) two times base salary, plus (B) two times the higher of the named executive officer’s target annual incentive plan bonus for the fiscal year in which the termination event occurs or the annual incentive plan bonus actually paid for the fiscal year which immediately precedes the fiscal year in which the termination event occurs; (ii) a prorated payment of the named executive officer’s annual incentive cash award; (iii) continued health coverage at employee rates for a period of up to 24 months; (iv) reimbursement for outplacement services of up to $25,000; and (v) full and accelerated vesting of all outstanding equity awards. |
Potential Payments Upon Termination or Change in Control
| • | For the Group Vice President: (i) a lump sum cash payment equal to (A) one times base salary, plus (B) one times the higher of the named executive officer’s target annual incentive plan bonus for the fiscal year in which the termination event occurs or the annual incentive plan bonus actually paid for the fiscal year which immediately precedes the fiscal year in which the termination event occurs; (ii) a prorated payment of the named executive officer’s annual incentive cash award; (iii) continued health coverage at employee rates for a period of up to 12 months; (iv) reimbursement for outplacement services of up to $15,000; and (v) full and accelerated vesting of all outstanding equity awards. |
Potential Payments Upon Termination or Change in Control
The Severance Plan conditions payment of severance benefits upon the executive officer signing a severance agreement and release of claims against the Company. Equity Awards. The terms of equity awards issued to named executive officers provide for vesting under various termination or change in control scenarios as described below.
Potential Payments Upon Termination or Change in Control
| • | Death or Disability. The terms of our stock option, restricted stock unit and performance unit awards provide for full vesting upon an executive’s death or disability. |
Potential Payments Upon Termination or Change in Control
| • | Change in Control. The terms of our stock option, restricted stock unit and performance unit awards provide for full vesting of such awards upon a change in control if, within two years after the change in control, the award holder is involuntarily terminated without cause or resigns for good reason. |
Potential Payments Upon Termination or Change in Control
The table below reflects the amount of compensation that would become payable to each of our named executive officers under then existing plans or agreements if the named executive officer’s employment had terminated on December 31, 2024, the last day of our 2024 fiscal year, based on, where applicable, our closing stock price as of December 31, 2024 (the last trading day of our 2024 fiscal year), which was $261.07. These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including under then-exercisable stock options, and benefits available generally to salaried employees, such as benefits under tax-qualified retirement plans. The actual amounts that would be paid upon a named executive officer’s termination of employment or in connection with a change in control can be determined only at the time of such event. Due to a number of factors that may affect the amount of any benefits provided upon the events discussed below, actual amounts paid or distributed may be higher or lower than indicated in the table. Factors that could affect these amounts include the timing during the year of any such event, our stock price, the attained level of performance for PSUs, and any additional agreements or arrangements we may enter into in connection with any change in control or termination of employment.
Potential Payments Upon Termination or Change in Control
| Name and Termination Scenario | Cash Severance | Value of Accelerated Unvested Equity Awards | Welfare Benefits and Outplacement | Total | | (A) | (B) | (C) | (D) | (E) | | James Hollingshead (1) | | | | | | Involuntary Termination or Voluntary Termination with Good Reason | 6,386,375 | 1,888,319 | 66,998 | $8,341,692 | | Death or Disability | 2,111,375 | 29,766,543 | — | 31,877,918 | | Change in Control Termination | 8,066,895 | 29,766,543 | 66,998 | 37,900,436 | | Ana Chadwick | | | | | | Involuntary Termination | 1,855,098 | — | 45,999 | 1,901,097 | | Death or Disability | 784,098 | 5,366,294 | — | 6,150,392 | | Change in Control Termination | 2,926,098 | 5,366,294 | 66,998 | 8,359,390 | | Eric Benjamin | | | | | | Involuntary Termination | 1,619,530 | — | 45,999 | 1,665,529 | | Death or Disability | 684,530 | 6,572,134 | — | 7,256,664 | | Change in Control Termination | 3,107,122 | 6,572,134 | 66,998 | 9,746,254 | | John Kapples | | | | | | Involuntary Termination | 1,360,068 | — | 48,062 | 1,408,130 | | Death or Disability | 544,068 | 4,549,008 | — | 5,093,076 | | Change in Control Termination | 2,668,600 | 4,549,008 | 71,124 | 7,288,732 | | Mark Field (2) | | | | | | Involuntary Termination | 1,383,962 | — | 45,999 | 1,429,961 | | Death or Disability | 584,962 | 5,159,975 | — | 5,744,937 | | Change in Control Termination | 2,560,520 | 5,159,975 | 66,998 | 7,787,493 | | Lauren Budden | | | | | | Involuntary Termination | 410,000 | — | 35,999 | 445,999 | | Death or Disability | 384,354 | 1,961,878 | — | 2,346,232 | | Change in Control Termination | 1,187,391 | 1,961,878 | 35,999 | 3,185,268 |
Potential Payments Upon Termination or Change in Control
| (1) Mr. Hollingshead left the Company on April 28, 2025. |
Potential Payments Upon Termination or Change in Control
| (2) Mr. Field left the Company on March 14, 2025. |
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Fiscal Year | Summary Compensation Table Total for PEO1(1)(2) | Summary Compensation Table Total for PEO2(1)(2) | Compensation Actually Paid to PEO1(1)(3)(4)(5) | Compensation Actually Paid to PEO2(1)(3)(4)(5) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4)(5) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions) | Adjusted Revenue(6) (in millions) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2024 | $13,302,350 | N/A | $32,707,769 | N/A | $3,341,659 | $6,553,447 | $152.49 | $105.42 | $418.3 | $2,074.1 | | 2023 | $12,379,765 | N/A | $12,803,863 | N/A | $2,840,156 | $351,212 | $126.74 | $106.34 | $206.3 | $1,689.3 | | 2022 | $10,817,028 | $15,711,252 | $16,062,320 | $13,495,700 | $3,375,872 | $4,244,342 | $171.96 | $99.81 | $4.6 | $1,331.0 | | 2021 | N/A | $9,723,273 | N/A | $9,120,882 | $2,585,706 | $2,613,046 | $155.41 | $125.43 | $16.8 | $1,091.9 | | 2020 | N/A | $7,275,332 | N/A | $18,855,662 | $2,363,796 | $5,370,327 | $149.32 | $130.04 | $6.8 | $897.0 |
Pay versus Performance Table
| (1) During 2022, both Mr. Hollingshead and Ms. Petrovic served as Insulet’s Principal Executive Officer (PEO) for a portion of the year. Mr. Hollingshead (“PEO1”) served as PEO from June 1, 2022 to April 28, 2025 and Ms. Petrovic (PEO2) served as PEO in 2020, 2021, and, from January 1, 2022 to June 1, 2022. |
Pay versus Performance Table
| (2) These amounts represent compensation set forth in the “Total” column of the Summary Compensation Table for our PEO and an average of the Summary Compensation totals for the following named executive officers (“NEOs”) for the years indicated: |
Pay versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2024 | James Hollingshead | Ana Chadwick, Eric Benjamin, John Kapples, Mark Field, Lauren Budden | | 2023 | James Hollingshead | Lauren Budden, Eric Benjamin, John Kapples, Mark Field, Wayde McMillan, Bret Christensen | | 2022 | James Hollingshead Shacey Petrovic | Wayde McMillan, Charles Alpuche, Bret Christensen, Eric Benjamin | | 2021 | Shacey Petrovic | Wayde McMillan, Charles Alpuche, Bret Christensen, John Kapples | | 2020 | Shacey Petrovic | Wayde McMillan, Charles Alpuche, Bret Christensen, Dan Manea |
Pay versus Performance Table
| (3) Amounts represent “compensation actually paid” as computed in accordance with SEC rules to our PEO and the average “compensation actually paid”, also as computed in accordance with SEC rules, to the remaining NEOs for the years indicated above. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the executives during the applicable years. For information regarding the decisions made by our Talent and Compensation Committee relating to executive compensation, see the “Compensation Discussion and Analysis” section of this proxy statement. |
Pay versus Performance Table
| (4) The table below reflects the amounts deducted and added to the Summary Compensation Table total compensation in order to determine compensation actually paid, as defined and computed in accordance with SEC rules. |
Pay versus Performance Table
| Executive | Fiscal Year | Total Reported in Summary Compensation Table | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | + Fair Value at Fiscal Year- End of Outstanding and Unvested Option Awards and Stock Awards Granted in 2024 | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Fiscal Year(a) | Compensation Actually Paid | | James Hollingshead (CEO/PEO)(b) | 2024 | $13,302,350 | ($10,249,856) | $25,478,850 | $4,713,605 | ($537,180) | $0 | $32,707,769 | | | 2023 | $12,379,765 | ($9,499,797) | $11,615,643 | ($1,533,273) | ($158,475) | $0 | $12,803,863 | | | 2022 | $10,817,028 | ($8,999,878) | $14,245,170 | $0 | $0 | $0 | $16,062,320 | | Shacey Petrovic (PEO2) | 2022 | $15,711,252 | ($14,006,044) | $11,115,887 | $1,586,091 | ($911,486) | $0 | $13,495,700 | | | 2021 | $9,723,273 | ($7,999,379) | $7,011,866 | ($692,234) | $1,077,356 | $0 | $9,120,882 | | | 2020 | $7,275,332 | ($5,476,105) | $7,347,782 | $6,876,682 | $2,831,971 | $0 | $18,855,662 | | Average for Other NEOs | 2024 | $3,341,659 | ($2,289,749) | $5,179,609 | $443,080 | ($121,153) | $0 | $6,553,447 | | | 2023 | $2,840,156 | ($1,835,437) | $1,003,036 | ($240,497) | $115,240 | ($1,531,286) | $351,212 | | | 2022 | $3,375,872 | ($2,274,727) | $2,984,865 | $450,758 | ($292,425) | $0 | $4,244,342 | | | 2021 | $2,585,706 | ($1,674,745) | $1,484,500 | ($55,242) | $272,828 | $0 | $2,613,046 | | | 2020 | $2,363,796 | ($1,418,526) | $1,934,038 | $2,034,349 | $456,672 | $0 | $5,370,327 |
Pay versus Performance Table
| (a) Messrs. Christensen and McMillan left the Company on May 5, 2023 and October 20, 2023, respectively. Their outstanding unvested stock awards and option awards were forfeited in 2023 and will not be realized. |
Pay versus Performance Table
| (b) Mr. Hollingshead left the Company in April 2025. |
Pay versus Performance Table
| (5) Equity values used to determine the deductions and additions set forth in the tables in note 4 above to calculate “compensation actually paid” for our CEO/PEO and average “compensation actually paid” for our other NEOs are calculated in accordance with ASC 718. Adjustments with respect to stock option awards have been made as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term volatility and risk-free rates) as of the relevant measurement date in accordance with U.S. GAAP. Adjustments with respect to the PSUs is based on both the stock price as of the measurement date as well as our estimate of the probable outcome of the performance conditions applicable to each PSU award. |
Pay versus Performance Table
| (6) Adjusted revenue is Insulet’s self-selected most important financial metric used to determine compensation actually paid in the most recent fiscal year. Adjusted revenue, which is a non-GAAP financial measure, is annual revenue as reported in the Company’s publicly filed financial statements, adjusted to exclude variances attributable to fluctuations in foreign exchange rates (i.e., on a constant currency basis). |
Narrative to Pay versus Performance Table
Narrative to Pay versus Performance Table For the fiscal year ended December 31, 2024, the most important (and only) financial performance measures used to link compensation actually paid to our NEOs to company performance were Adjusted Revenue and Adjusted EBIT. As discussed in the “Compensation Discussion and Analysis” (“CD&A”) section of the proxy statement, these measures are used in our Annual Incentive Plan as well as for our PSUs issued under our Long-Term Equity Incentive Plan. For our 2024 Annual Incentive Plan, we also utilized non-financial strategic measures, as described in the CD&A.
Narrative to Pay versus Performance Table
| Important Financial Performance Measures | | Adjusted Revenue | | Adjusted EBIT |
Narrative to Pay versus Performance Table
The following graph compares the compensation actually paid to our PEOs and the average of compensation actually paid to our remaining NEOs with the performance of our common stock and the performance of the Nasdaq Healthcare Index (“IXHC”). The total shareholder return (“TSR”) of our stock and the IXHC TSR assume that $100 was invested beginning on December 31, 2019. The TSR of our stock declined from December 31, 2022 to December 31, 2023 then recovered from December 31, 2023 to December 31, 2024. PEO and Average NEO compensation follows a similar pattern for that period; declining from December 31, 2022 to December 31, 2023 before recovering from December 31, 2023 to December 31, 2024. Additionally, the Company’s TSR since December 31, 2019 was positive and higher than that of the Nasdaq Healthcare Index for the same period. The following graph compares the compensation actually paid to our PEOs and the average of compensation actually paid to our remaining NEOs with our net income. The Company’s net income increased considerably from 2023 to 2024. Compensation also increased from 2023 to 2024. Net income is not a financial measure used by our Talent and Compensation Committee to link compensation actually paid to our NEOs to company performance. The following graph compares the compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs with our adjusted revenue. The Company’s adjusted revenue increased considerably from 2023 to 2024. Compensation also increased from 2023 to 2024. As noted above, Adjusted Revenue is one of the most important financial measures used to link compensation actually paid to our NEOs to company performance and is the most heavily weighted measure in the Annual Incentive Plan as well as for our PSUs. Non-Employee Director Compensation
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Luciana Borio | $68,571 | $249,890 | $318,461 | | Wayne A. I. Frederick | $81,071 | $249,890 | $330,961 | | Jessica Hopfield | $63,571 | $249,890 | $313,461 | | Michael R. Minogue | $76,071 | $249,890 | $325,961 | | Corinne H. Nevinny* | $35,371 | — | $35,371 | | Flavia H. Pease | $53,083 | $549,842 | $602,925 | | Shacey Petrovic* | $23,571 | — | $23,571 | | Timothy J. Scannell | $164,464 | $249,890 | $414,354 | | Timothy C. Stonesifer | $57,582 | $549,842 | $607,424 | | Elizabeth H. Weatherman | $83,571 | $249,890 | $333,461 |
2024 Director Compensation Table
| * Served as a director until our 2024 Annual Meeting. As of fiscal year end, neither of Ms. Petrovic nor Ms. Nevinny had any stock options or restricted stock units outstanding. |
2024 Director Compensation Table
| (1) These amounts are based on the grant date fair value of the stock awards in the year in which the grant was made in accordance with FASB ASC 718-10, excluding the impact of forfeitures. The assumptions we used for calculating the grant date fair values are set forth in note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not represent the actual amounts paid to or realized by Directors for these awards during the year ended December 31, 2024. |
2024 Director Compensation Table
As of December 31, 2024, our non-employee Directors held options to purchase shares of our common stock and unvested restricted stock units that had been granted as Director compensation representing the following number of shares of our common stock:
2024 Director Compensation Table
| Name | Stock Options | Restricted Stock Units | | Luciana Borio | 0 | 1,380 | | Wayne A. I. Frederick | 0 | 1,380 | | Jessica Hopfield | 8,822 | 1,380 | | Michael R. Minogue | 4,226 | 1,380 | | Flavia H. Pease | 0 | 2,851 | | Timothy J. Scannell | 0 | 1,380 | | Timothy C. Stonesifer | 0 | 2,851 | | Elizabeth H. Weatherman | 0 | 1,688 |
2024 Director Compensation Table
| Proposal 2 | Approval, on a Non-Binding, Advisory Basis, of the Compensation of Certain Executive Officers |
2024 Director Compensation Table
As required by Section 14A of the Exchange Act, the Company is providing shareholders with the opportunity to vote on the compensation of the Company’s named executive officers as disclosed in this proxy statement. This is commonly known as a “say-on-pay” vote. At the Annual Meeting, the Company is presenting to shareholders the following non-binding, advisory resolution on the approval of the compensation of the named executive officers: “RESOLVED, that the shareholders of the Company approve the compensation of the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K.” The compensation of the Company’s named executive officers that is the subject of this resolution is the compensation disclosed in the sections entitled “Compensation Discussion and Analysis,” and “Executive Compensation Tables.” You are encouraged to carefully review these sections. The “Compensation Discussion and Analysis” includes a detailed discussion of the following as related to the Company’s named executive officers:
2024 Director Compensation Table
| • | the objectives of the Company’s compensation programs; |
2024 Director Compensation Table
| • | what the Company’s compensation programs are designed to reward; |
2024 Director Compensation Table
| • | each element of compensation; |
2024 Director Compensation Table
| • | why the Company chooses to pay each element of compensation; |
2024 Director Compensation Table
| • | how the Company determines the amount (and, where applicable, the formula) for each element to pay; and |
2024 Director Compensation Table
| • | how each compensation element and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives. |
2024 Director Compensation Table
The Board of Directors unanimously recommends that shareholders approve the foregoing resolution for the same reasons that the Company decided to provide this compensation to its named executive officers as articulated in the “Compensation Discussion and Analysis” section. The proposed resolution is non-binding and advisory. This means that the resolution will not have any binding legal effect whether it is approved or not and will not be construed as overruling a decision by the Company or the Board of Directors or to create or imply any change to the fiduciary duties of the Company or the Board of Directors or any additional fiduciary duties for the Company or the Board of Directors. Also, because this non-binding, advisory resolution primarily relates to compensation of the Company’s named executive officers that has already been paid or contractually committed, there is generally no opportunity for the Company to revisit those decisions. However, the Talent and Compensation Committee does intend to take the results of the vote on this Proposal 2 into account in its future decisions regarding the compensation of the Company’s named executive officers.
Non-Employee Director Compensation Limits
Non-Employee Director Compensation Limits The maximum total compensation (including cash payments and the aggregate grant date fair market value of shares of our common stock that may be granted under the 2025 Plan) that may be paid to or granted in a calendar year to a non-employee director of the Company solely for services as a member of the Board of or a committee thereof is $900,000; provided, however that in the calendar year in which a non-employee director of the Company is designated as chairman or lead director of the Board, such limit shall be increased to $1,500,000.