DEF 14A of Insulet Corp
Filed Apr 6, 2026 · FY20250001140361-26-013333
8:00 a.m., Eastern Time
| Compensation Committee Report, Risk Assessment, and Pay Ratio | 40 | | Compensation Committee Report | 40 | | Compensation Risk Assessment | 40 | | Pay Ratio Disclosure | 41 | | Executive Compensation Tables | 42 | | Summary Compensation Table | 42 | | 2025 Grants of Plan-Based Awards | 44 | | Outstanding Equity Awards at 2025 Fiscal Year End | 46 | | 2025 Option Exercises and Stock Vested | 47 | | Potential Payments Upon Termination or Change in Control | 48 | | Pay Versus Performance | 51 | | Non-Employee Director Compensation | 56 | | Proposal 2 - Non-Binding Advisory Vote to Approve Executive Compensation | 58 | | Proposal 3 - Ratification Independent Registered Public Accounting Firm Appointment | 59 | | Matters Concerning Independent Registered Public Accounting Firm | 60 | | Report of the Audit Committee of the Board of Directors | 61 | | General Information About the Meeting | 62 | | Proposals to be Voted Upon | 62 | | Attending the Annual Meeting | 62 | | Submitting Questions at the Annual Meeting | 62 | | Technical Assistance for the Annual Meeting | 62 | | List of Shareholders Available | 62 | | Recording of the Annual Meeting | 63 | | Record Date and Voting Rights | 63 | | Revocation of Proxies | 63 | | Quorum; Abstentions; Broker Non-Votes | 63 | | Vote Required | 64 | | Solicitation of Proxies | 64 | | Voting of Proxies | 64 | | Other Business | 64 | | Shareholder Proposals for 2027 Annual Meeting of Shareholders | 65 | | Forward-Looking Statements | 65 | | Website References | 65 | | Annex A Non-GAAP Reconciliation | A-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 gross up provisions | | ✔ | Have double-trigger provisions for change-in-control benefits | ✘ | No defined pension benefit programs | | ✔ | Have a compensation recoupment (“clawback”) policy | ✘ | No excessive executive perquisites | | ✔ | Include 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 multiple financial measures as well as a strategic measure to determine incentive payouts | ✘ | No stock option repricing | | ✔ | Leverage performance-contingent long-term incentives | | |
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Director Since | Current Positions | Independent | Committee Memberships | | Luciana Borio | 55 | 2021 | Venture Partner, ARCH Venture Partners | ✔ | Talent and Compensation Committee Science and Technology Committee | | Michael R. Minogue | 59 | 2017 | President and Chief Executive Officer Minogue Consulting, LLC and Heartwork Capital, LLC | ✔ | Audit Committee | | Timothy C. Stonesifer | 58 | 2024 | Chief Financial Officer, Alcon Inc. | ✔ | Audit Committee (CHAIR) |
Director Nominees
Following the Annual Meeting, the Board of Directors will also include:
Director Nominees
| • | Three Class II Directors (Wayne A. I. Frederick, Robert L. Huffines and Timothy J. Scannell), whose terms expire at the Annual Meeting of Shareholders to be held in 2027; and |
Director Nominees
| • | Three Class III Directors (Ashley A. McEvoy, Jessica Hopfield and Elizabeth H. Weatherman), whose terms expire at the Annual Meeting of the Shareholders to be held in 2028. |
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 three 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 I 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” his or her election, such nominee shall tender his or her written resignation to the Board Chair 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 I DIRECTOR NOMINEES LISTED ABOVE. |
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 member of the Board.
Class I Director Nominees – Term expires at the 2026 Annual Meeting
Class I Director Nominees – Term expires at the 2026 Annual Meeting
Class I Director Nominees – Term expires at the 2026 Annual Meeting
| Age 55 Independent Director Since October 2021 Committees Talent and Compensation Science and Technology | Luciana Borio, M.D. KEY EXPERIENCES AND QUALIFICATIONS Dr. Borio, who is NACD Directorship certified, has served on our Board of Directors since October 2021. She is a venture partner at ARCH Venture Partners (ARCH) where she advises on new investment opportunities related to drugs and biologics manufacturing, clinical trials, novel therapies, and areas with large unmet clinical needs. Dr. Borio is also an adjunct faculty member at Johns Hopkins Hospital and a senior fellow for Global Health at the Council on Foreign Relations. Dr. Borio is a specialist in biodefense, emerging infectious diseases, medical product development, and complex public health emergencies. In 2020, she served as a member of the President’s Transition COVID-19 Advisory Board. From 2019 to 2020, Dr. Borio 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. From 2009 to 2017, Dr. Borio held roles of increasing responsibility at the U.S. Food and Drug Administration, including Acting Chief Scientist and Assistant Commissioner for Counterterrorism Policy. While at the FDA, Dr. Borio 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. Dr. Borio also served on the World Health Organization’s Emergency Preparedness and Response Scientific Advisory Group. 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. |
Class I Director Nominees – Term expires at the 2026 Annual Meeting
| Age 59 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, providing services for executive teams, boards and college students through leadership development programs, speaking engagements and one-on-one mentoring and investing in companies elevating the standard of care in medicine. From 2004 until its sale in December 2022, Mr. Minogue served as Chairman of the Board, 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 Advanced Medical Technology Association (AdvaMed), a medical device industry association, from 2007 to 2023, serving as Chairman from 2021 to 2023. In addition, he has served on the Boards of Directors of LifeCell, Bioventus and the Medical Device Innovation Consortium (MDIC) and as Chairman of the Governor’s Advisory Council on Veterans’ Services for the Commonwealth of Massachusetts. Mr. Minogue cofounded and is a director of 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. 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 Graduate School of Business. Mr. Minogue brings distinguished senior executive leadership experience in the healthcare technology industry as well as direct experience driving innovation and product development. FORMER PUBLIC COMPANY BOARDS Abiomed, Inc. |
Class I Director Nominees – Term expires at the 2026 Annual Meeting
| Age 58 Independent Director Since January 2024 Committees Audit (Chair) | Timothy C. Stonesifer KEY EXPERIENCES AND QUALIFICATIONS Mr. Stonesifer has served on our Board of Directors since January 2024. Since April 2019, he has been the Chief Financial Officer at Alcon Inc. Prior to joining Alcon, he served as Executive Vice President and Chief Financial Officer at Hewlett Packard Enterprise Corporation from November 2015 through September 2018. Prior to that role, Mr. Stonesifer was the Senior Vice President and Chief Financial Officer, Enterprise Group at HP since 2014. Before joining HP, 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 54 Independent Director Since October 2020 Committees Talent and Compensation 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 September 2025, he has served as Interim President of Howard University. Dr. Frederick is the President Emeritus of Howard University, having previously served as the President from July 2014 to September 2023. From November 2024 to August 2025, Dr Frederick was 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 also the distinguished Charles R. Drew Professor of Surgery at the Howard University College of Medicine. 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 Agostini Limited, 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 Senior Advisor for Blackstone Inc. 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 Agostini Limited Humana Inc. Tempus AI, Inc. Workday, Inc. FORMER PUBLIC COMPANY BOARDS Forma Therapeutics Holdings, Inc. |
Continuing Class II Directors – Term expires at the 2027 Annual Meeting
| Age 60 Independent Director Since October 2025 Committees Audit Nominating, Governance and Risk | Robert L. Huffines KEY EXPERIENCES AND QUALIFICATIONS Mr. Huffines has served on our Board of Directors since October 2025. Mr. Huffines is the co-founder of The Forest Group, a nonprofit organization dedicated to improving the mental health of children in underserved communities. From 2017 to 2024, Mr. Huffines served as global chair, investment banking of J.P. Morgan Chase & Co., a global financial services firm. From 2011 to 2017, he was the vice chair of investment banking and from 2002 to 2010, he was the co-head of the global healthcare investment banking group at J.P. Morgan. From 1992 to 2002, Mr. Huffines served in various positions in the healthcare mergers and acquisitions and healthcare industry groups at J.P. Morgan. Prior to joining J.P. Morgan, Mr. Huffines worked at Alex Brown & Sons, specializing in equity financing and advisory assignments for emerging growth companies. He is currently a member of the board of directors of Becton, Dickinson and Company, a global medical technology company, Eikon Therapeutics, a California-based biotechnology company, the Hastings Center for Biomedical Ethics, an independent, non-profit, nonpartisan bioethics research institute, and Nextech Invest Ltd., a cancer-focused venture capital firm headquartered in Zurich, Switzerland. Mr. Huffines previously served on the Board of Directors of Walgreens Boots Alliance. Mr. Huffines earned an M.B.A. from the University of Virginia Darden School of Business, where he received the Faculty Award for academic excellence, and a B.A. from the University of North Carolina at Chapel Hill in English and Economics. Mr. Huffines brings to the Board more than 30 years of experience advising healthcare companies on strategy, mergers and acquisitions, divestitures and financing. OTHER CURRENT PUBLIC COMPANY BOARDS Becton, Dickinson and Company Eikon Therapeutics, Inc. FORMER PUBLIC COMPANY BOARDS Walgreens Boots Alliance, Inc. |
Continuing Class II Directors – Term expires at the 2027 Annual Meeting
| Age 61 Independent Director Since August 2014 Committees Nominating, Governance and Risk | Timothy J. Scannell KEY EXPERIENCES AND QUALIFICATIONS Mr. Scannell has served on our Board of Directors since August 2014 and as our Board Chair from January 2019 to December 2025. From October 2021 to March 2023, he served as an Executive Advisor at Stryker Corporation, a leading medical technology company 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 overseeing Stryker’s MedSurg and Neurotechnology divisions. From 1990 to 2009, Mr. Scannell served in a number of roles at Stryker, including a range of sales and marketing leadership roles, Vice President and General Manager of Stryker’s Biotech division and President of Stryker’s 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 III Directors – Term expires at the 2028 Annual Meeting
Continuing Class III Directors – Term expires at the 2028 Annual Meeting
Continuing Class III Directors – Term expires at the 2028 Annual Meeting
| Age 61 Independent Director Since July 2015 Committees Nominating, Governance and Risk (Chair) 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 and served as our Lead Independent Director from August 2016 through December 2018. 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. Since 2010, Dr. Hopfield has been the principal at J Hopfield Consulting, providing guidance and executive coaching to start-up technology firms. She is the former Chair of the Board of Trustees of the Joslin Diabetes Center. From 1995 to 2009, Dr. Hopfield was a Partner at McKinsey & Company in their global pharmaceuticals and medical devices practice where 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 serves on the Board of Directors of Editas Medine, a gene editing company focused on developing transformative medicines. She previously served on the Board of Directors of Maravai LifeSciences Holdings, Inc., PhenomeX Inc. and Radius Health, Inc. Dr. Hopfield earned a Bachelor of Science from Yale College, an MBA from the Harvard Business School as a Baker Scholar, and a Doctor of Philosophy in Neuroscience/Biochemistry from The Rockefeller University. Along with her scientific background, 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. FORMER PUBLIC COMPANY BOARDS PhenomeX Inc. Radius Health, Inc. Maravai LifeSciences Holdings, Inc. |
Continuing Class III Directors – Term expires at the 2028 Annual Meeting
| Age 55 Director Since April 2025 | Ashley A. McEvoy KEY EXPERIENCES AND QUALIFICATIONS Ms. McEvoy has served on our 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. During her tenure at J&J, Ms. McEvoy 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. At J&J, Ms. McEvoy was Company Group Chairman, Consumer Medical Devices from 2014 to 2018 and 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). Ms. McEvoy previously served on the Board of Trustees of the Children’s Hospital of Philadelphia. Ms. McEvoy earned a Bachelor of Arts in Communications and Business from the University of Pennsylvania. Ms. McEvoy brings to the Board a breadth of leadership, strategy, and risk management experience. OTHER CURRENT PUBLIC COMPANY BOARDS The Procter and Gamble Company |
Continuing Class III Directors – Term expires at the 2028 Annual Meeting
| Age 66 Independent Director Since February 2022 Board Chair Committees Talent and Compensation (Chair) Nominating, Governance and Risk | Elizabeth H. Weatherman KEY EXPERIENCES AND QUALIFICATIONS Elizabeth Weatherman has served on our Board of Directors since February 2022 and as our Board Chair since December 2025. 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, serving as a Managing Director and a member of the firm’s Executive Management Group. Ms. Weatherman serves as a director of Royalty Pharma, as a director of Stanford Health Care, as a trustee of Stanford University and as a trustee and chair of the Investment Committee of Mount Holyoke College. Ms. Weatherman earned a BA in English from Mount Holyoke College and 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, industry and governance perspectives. OTHER CURRENT PUBLIC COMPANY BOARDS Royalty Pharma FORMER PUBLIC COMPANY BOARDS Nevro Corp. Silk Road Medical, Inc. Vapotherm, Inc. Wright Medical Group, N.V |
Continuing Class III Directors – Term expires at the 2028 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 (“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. Additional details concerning the role and structure of the Board 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 is responsible for approving Director nominees. Generally, the Governance Committee identifies Director candidates in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by members of the Board or shareholders, or through such other methods as the Governance Committee deems to be helpful to identify candidates. Once a candidate has been identified, the Governance Committee will assess whether the candidate meets all of the minimum qualifications for Director nominees established by the Governance Committee. The Governance Committee may gather information about the candidate 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 the candidate, 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 for approval as Director nominees. The Governance Committee also recommends candidates to the Board for appointment to the Committees of the Board.
Recommendation of Director Nominees by Shareholders
Recommendation of Director Nominees by Shareholders The Governance Committee will consider stockholder recommendations for Director nominees using the criteria described on page 16 under the heading “Director Qualifications”. The name of any recommended candidate for Director, together with a brief description of the candidate’s qualifications and background, 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.
Emphasis on Performance-Based Total Direct Compensation
| • | an annual incentive cash compensation program that is tied to the Company’s attainment of objective pre-established financial and strategic performance metrics as well as individual performance; and |
Emphasis on Performance-Based Total Direct Compensation
| • | long-term incentive awards consisting of stock options, restricted stock units (“RSUs”), and performance share units (“PSUs”) tied to financial metrics and relative total shareholder return measured over a three-year performance period. |
Emphasis on Performance-Based Total Direct Compensation
The charts below illustrate, for fiscal 2025, the distribution of value among the three elements of direct compensation - base salary, target annual incentive awards and target long-term incentive awards − for our Chief Executive Officer (current and former) and, on average, for the other named executive officers. The components of the long-term incentive awards are also illustrated.
Emphasis on Performance-Based Total Direct Compensation
| * Given that Ms. McEvoy joined the company in April 2025 and Ms. Pease assumed the role of Chief Financial Officer in September 2025, their salaries are represented in the above chart on an annualized basis. Additionally, given that Ms. Pease joined the Company late in the year, her long-term incentive award for 2025 does not include any PSUs. In addition, the 2025 target total compensation mix of Mr. Hollingshead, our former CEO, is not included in the above chart. Mr. Hollingshead had the same target total compensation mix as Ms. McEvoy, our current CEO, except that his target annual incentive compensation and long-term compensation were 10% and 82%, respectively, of his target total compensation mix. |
Performance Measures Link to Strategy
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
Balanced Approach to Long-Term Incentives The Committee takes a balanced approach to long-term incentives, and for fiscal 2025 annual grants:
Balanced Approach to Long-Term Incentives
| • | Determined that long-term 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 2024. |
Balanced Approach to Long-Term Incentives
| • | Determined that long-term incentive awards for the CEO would continue to be allocated 60% to PSUs, 20% to RSUs and 20% to stock options, as in fiscal 2024. |
Balanced Approach to Long-Term Incentives
| • | Utilized adjusted revenue and adjusted EBIT as performance measures for PSUs awarded as long-term incentive compensation, with the addition of a relative total shareholder return (“TSR”) modifier. |
Balanced Approach to Long-Term Incentives
| • | Approved grants of stock options, RSUs and PSUs in alignment with our compensation philosophy and program. |
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 | | ✔ | Leverage performance-contingent long-term incentives | ✘ | No excise tax gross up provisions | | ✔ | Set robust stock ownership guidelines | ✘ | No defined pension benefit programs | | ✔ | Have “double trigger” change-in-control benefits | ✘ | No excessive executive perquisites | | ✔ | Have a 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 measures as well as a strategic measure to determine incentive payouts | ✘ | No “single trigger” change-in-control benefits | | ✔ | Engage independent advisors | ✘ | No stock option repricing | | ✔ | 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, motivate, and retain proven talent; and |
2025 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. |
2025 Compensation Elements and Decisions
| • | Long-Term 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. |
Annual Incentive Compensation
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 2025 AIP as follows:
Annual Incentive Compensation
| • | 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. |
Annual Incentive Compensation
| • | Determined Company Performance Objectives. At the beginning of the fiscal year, the Committee established financial performance measures and goals as well as a non-financial strategic measure and goal relating to new customer starts. The Committee determined the metrics being assessed, 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 2025 AIP payouts were based 90% on financial goals and 10% on a strategic goal. |
Annual Incentive Compensation
| • | Set Individual Performance Objectives. At the beginning of the fiscal year, the Committee also reviewed and approved individual goals for each named executive officer, which formed the basis for the individual component of the award. These individual goals correlate to the Company’s strategic objectives. |
Annual Incentive Compensation
| • | Confirmed Financial Performance and Achievement of Strategic Goals, Assessed Individual Performance, and Approved Awards. After the close of the fiscal year, the Committee reviewed a report from management regarding Company performance against the pre-established financial and strategic performance goals, each named executive officer’s performance against his or her individual goals, and a recommendation as to an appropriate payout amount, and issued final awards based on this performance. When appropriate, the Committee can exercise negative discretion with respect to the awards. |
Annual Incentive Compensation
2025 AIP Target Payout Opportunities. The fiscal 2025 AIP targets for our named executive officers, which is a percentage of their base salaries, were established by the Committee as follows:
Annual Incentive Compensation
| Executive Officer | 2025 AIP Target | | Ashley McEvoy | 130% | | Flavia Pease | 70% | | Eric Benjamin (1) | 70%(1) | | John Kapples | 60% | | Prem Singh | 60% | | James Hollingshead | 125% | | Ana Chadwick | 70% | | Mark Field | 70% |
Annual Incentive Compensation
| (1) In connection with his promotion to Chief Operating Officer in August 2025, Mr. Benjamin’s AIP target was increased to 80% of his base salary, pro-rated for 2025. |
Annual Incentive Compensation
2025 AIP Performance Metrics. The Committee established 2025 AIP performance metrics based on key components of our 2025 annual financial plan and the Company’s overall strategy, and after consideration of representative measures of overall corporate performance during the year. After considering various plan design alternatives, the Committee approved the use of the two financial measures used in the prior fiscal year, Adjusted Revenue and Adjusted Earnings Before Interest and Taxes (“EBIT”) as well as one of the three strategic measures, new customer starts, used in the prior year. For 2025, 90% of the 2025 AIP award is based on financial measures and 10% is based on a strategic measure, as discussed below.
Annual Incentive Compensation
| • | Two Financial Measures (90%). As in 2024, the Committee determined to utilize Adjusted Revenue and Adjusted EBIT as they are consistent with our strategic objectives of top-line growth and continued profitability. For 2025, the Committee retained Adjusted Revenue as sixty percent (60%) of the award but determined to increase Adjusted EBIT from 20% of the award (in 2024) to 30% of the award. |
Annual Incentive Compensation
For purposes of the AIP, Adjusted Revenue and Adjusted EBIT are calculated as follows:
Annual Incentive Compensation
| • | Adjusted Revenue (60%) – 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., constant currency basis). |
Annual Incentive Compensation
| • | Adjusted EBIT (30%) – annual operating income as reported in the Company’s publicly filed financial statements, adjusted to exclude (i) variances attributable to fluctuations in foreign currency exchange rates (i.e. constant currency); (ii) the impact of mergers and acquisitions or divestitures; (iii) changes in accounting policies and accounting reclassifications: (iv) significant and/or extraordinary items that are not indicative of core operating performance; (v) items identified as non-GAAP in the Company’s quarterly earnings announcements; and (vi) other discrete items that may result in an unintended gain or loss under the AIP. |
Annual Incentive Compensation
| • | One Strategic Measure (10%). For 2025, the Committee reduced the number of strategic measures from three to one: new customer starts. |
Annual Incentive Compensation
| • | New Customer Starts (10%) – measures customers new to Insulet and does not include customers who convert from one Insulet product to another. New customer starts, a key metric to gauge commercial success, are critical to building our customer base, which is the primary driver of our annuity model. |
Annual Incentive Compensation
Achievement of these goals is designed to further the Company’s mission to simplify and improve life for people with diabetes while continuing to deliver value to shareholders over the long term. 2025 AIP Performance Targets and Results. In addition to setting the performance metrics at the beginning of the fiscal year, the Committee established threshold, target, and maximum performance levels for each performance metric. The 2025 threshold goal for EBIT represented a 63% increase over the prior year, and the 2025 threshold for revenue was 26% higher than the prior year. Target EBIT for 2025 was 73% higher than for 2024 and target revenue for 2025 was 27% higher than for 2024. The following tables summarize the Company financial and strategic performance goals, results, and payout factors for the 2025 AIP.
Financial Performance Measures
Financial Performance Measures
Financial Performance Measures
| Financial Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance Result(1)(2) | Performance to Target | Payout % | Weighted Payout Factor | | dollars in millions | | | | | | | | | | Adjusted Revenue | 60% | $2,274 | $2,480 | $2,563 | $2,663 | 107% | 200% | 120.0% | | Adjusted EBIT | 30% | $308 | $409 | $476 | $466 | 114% | 186% | 55.8% |
Financial Performance Measures
| (1) Pursuant to the methodology described above regarding the calculation of Adjusted Revenue and Adjusted EBIT, the amounts listed in the “Actual Performance Result” column reflect adjustments to reported Revenue and EBIT attributable to fluctuations in foreign exchange rates (i.e., to report such amounts on a constant currency basis). In addition, Adjusted EBIT excludes $123.9 million related to the extinguishment of debt, $(12.5) million related to the gain on derivative asset relating to the redemption of our convertible debt, $4.7 million debt investment reserve, $2.8 million equity investment impairment and $(2.4) million relating to the forfeiture of equity by our former Chief Executive Officer and former Chief Financial Officer, net of severance benefits. Adjusted Revenue and Adjusted EBIT are non-GAAP measures. Reconciliations of these measures to the most directly comparable GAAP financial measures are provided in Annex A to this proxy statement. |
Financial Performance Measures
| (2) The payout has a linear progression between 50% and 100% performance, and between 100% and 200% performance. |
Strategic Performance Measure
| Strategic Measure | Weighting | Performance to Target | Payout % | Weighted Payout Factor | | New Customer Starts | 10% | 120% | 200% | 20.0% |
Overall Payout Factor
Overall Payout Factor
Overall Payout Factor
| | Weight | Weighted Payout Factor | | Financial | 90% | 175.8% | | Strategic | 10% | 20.0% | | Overall Payout Factor | | 195.8% |
Overall Payout Factor
2025 AIP Payout – Payout Factor. In determining the actual amount of the 2025 AIP incentive bonus for the named executive officers, the Committee multiplied each named executive officer’s target award by the fiscal 2025 Overall Payout Factor of 195.8% described in the above table and adjusted for individual performance. Pursuant to the terms of our Amended and Restated Severance Plan, a terminated executive officer is entitled to receive payments equal to his or her AIP bonus at one times, or two times for a departing chief executive officer, his or her target annual bonus, as well as a lump sum payment equal to his or her fiscal 2025 AIP award based on actual performance, prorated for the number of days he or she was employed in fiscal 2025. The table below lists the 2025 AIP incentive bonus that the Committee awarded to each eligible named executive officer for fiscal 2025, after giving effect to individual adjustments. Named executive officers who were no longer with the Company as of December 31, 2025 will receive payouts as described above and quantified in the Summary Compensation Table.
Overall Payout Factor
| Executive Officer | 2025 AIP Payout | | Ashley McEvoy(1) | $2,031,562 | | Flavia Pease(1) | $249,693 | | Eric Benjamin(2) | $893,710 | | John Kapples | $636,600 | | Prem Singh(3) | $539,439 | | Ana Chadwick | $902,540 |
Overall Payout Factor
| (1) Reflects a pro-rated bonus based on number of days employed in 2025. |
Overall Payout Factor
| (2) Reflects pro-rated increase in Mr. Benjamin’s salary and target bonus opportunity in connection with his promotion to Executive Vice President, Chief Operating Officer. In connection with this promotion, Mr. Benjamin’s annual base salary was increased from $575,000 to $660,000 and his target bonus opportunity under the AIP was increased from 70% to 80% of his base salary (pro-rated for 2025), both effective August 25, 2025. |
Overall Payout Factor
| (3) Reflects pro-rated increase in Mr. Singh’s salary from $433,500 to $500,000, effective October 5, 2025. |
Long-Term Incentive Compensation
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 promote this alignment, the Company maintains a stock ownership policy that requires all 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 2025 annual long-term incentive award, with input from its independent compensation consultant.
Long-Term Incentive Compensation
| • | 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. |
Long-Term Incentive Compensation
| • | 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 current and former Chief Executive Officers receiving a heavier allocation than other named executive officers to further align her and his interests with those of shareholders. |
Long-Term Incentive Compensation
| • | 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. |
2025 Long-Term Incentive Award Allocation(1)
2025 Long-Term Incentive Award Allocation(1)
2025 Long-Term Incentive Award Allocation(1)
| (1) Ms. Pease assumed the role of Chief Financial Officer in September 2025. In connection with her hire, she received a prorated 2025 annual long-term incentive award, which was allocated 75% to RSUs and 25% to stock options. Given that she joined late in the fiscal year, she did not receive PSUs. Ms. Pease also received an inducement grant of RSUs. |
2025 Long-Term Incentive Award Allocation(1)
| • | PSUs. 60% of the award value for Ms. McEvoy and Mr. Hollingshead / 50% for the other named executive officers, other than Ms. Pease, was allocated to PSUs, with performance-based vesting after a three-year period based on Adjusted Revenue, Adjusted EBIT, and Relative TSR. |
2025 Long-Term Incentive Award Allocation(1)
| • | RSUs. 20% of the award value for Ms. McEvoy and Mr. Hollingshead / 25% for the other named executive officers, other than Ms. Pease, was allocated to RSUs with a three-year ratable vesting period. |
2025 Long-Term Incentive Award Allocation(1)
| • | Stock Options. 20% of the award value for Ms. McEvoy and Mr. Hollingshead / 25% for the other named executive officers was allocated to stock options with a four-year ratable vesting period. |
2025 Long-Term Incentive Award Allocation(1)
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 may achieve more or less value based on a relative TSR modifier) 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 Company’s long-term incentive program to support long-term retention. PSU Design. When establishing the plan design for the PSU awards issued as part of the Company’s 2025 annual long-term incentive award, the Committee reviewed the fiscal 2024 PSU performance metrics and weightings (adjusted revenue – 70%; adjusted EBIT – 30%) in light of the Company’s long-term business strategy and fiscal 2025 strategic imperatives. The Committee considered the evolution of the plan design for previously granted PSU awards and determined that with the Company’s enhanced focus on profitability and continued focus on growth, adjusted revenue and adjusted EBIT remained appropriate metrics for the 2025 awards. In order to link executive compensation directly to the creation of shareholder value, as well as to provide an external performance measure, the Committee determined to add a relative TSR modifier to PSU awards, beginning with the 2025 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 2025 annual long-term incentive award harmonized with the 2025 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, and the addition of a relative TSR modifier further differentiated the PSU measures. PSU Performance Payout Factor. The fiscal 2025 PSU award performance factor is determined as follows:
2025 Long-Term Incentive Award Allocation(1)
| Three-Year (2025-2027) Cumulative Adjusted Revenue(1) (Weighted 70%) | Performance as a Percentage of Adjusted Revenue Target | Payout Factor(2) | | Maximum | 104% | 200% | | Target | 100% | 100% | | Threshold | 94% | 50% | | Below Threshold | Less than 94% | 0% |
2025 Long-Term Incentive Award Allocation(1)
| Three-Year (2025-2027) Cumulative Adjusted EBIT(1) (Weighted 30%) | Performance as a Percentage of Adjusted EBIT Target | Payout Factor(2) | | Maximum | 107% | 200% | | Target | 100% | 100% | | Threshold | 89% | 50% | | Below Threshold | Less than 89% | 0% |
2025 Long-Term Incentive Award Allocation(1)
| (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. The Committee viewed the goals as challenging but achievable. |
2025 Long-Term Incentive Award Allocation(1)
| (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 circumstance. |
2025 Long-Term Incentive Award Allocation(1)
PSU Relative TSR Modifier. The relative TSR modifier can increase or decrease the aggregate number of shares earned by the grantee based on the adjusted revenue and adjusted EBIT metrics by up to 25% based on the Company’s TSR as compared to companies in the S&P Health Care Equipment Index. The applicable relative TSR modifier is determined as follows:
2025 Long-Term Incentive Award Allocation(1)
| Company Relative TSR(1) | Relative TSR Adjustment(2) | | Greater than 75th Percentile | Increased by 1% to 25% | | 26th to 75th Percentile | None | | Less than 26th Percentile | Decreased by 1% to 25% |
2025 Long-Term Incentive Award Allocation(1)
| (1) Amounts in this column represent the percentile rank of the Company’s TSR over the three-year performance period (2025-2027), as compared to a ranking of the TSRs of the companies included in the S&P Health Care Equipment Index on January 1, 2025 (“Relative TSR”). |
2025 Long-Term Incentive Award Allocation(1)
| (2) The relative TSR adjustment is calculated on a straight-line basis (i.e., by linear interpolation) for performance that falls between the percentiles set forth in the table above. For example, a Relative TSR of 85% would cause the PSU award amount to be increased by 10%. |
2025 Long-Term Incentive Award Allocation(1)
Fiscal 2025 Long-Term Incentive 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 2025 annual long-term incentive 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 2025 annual long-term incentive award values approved by the Committee for each named executive officer.
2025 Long-Term Incentive Award Allocation(1)
| Executive Officer | 2025 Annual Long-Term Incentive Award Value(1) | | Ashley McEvoy | $10,000,000(2) | | Flavia Pease | $762,500(3) | | Eric Benjamin | $2,850,000 | | John Kapples | $1,900,000 | | Prem Singh | $1,500,000 | | James Hollingshead | $10,250,000 | | Ana Chadwick | $2,750,000 | | Mark Field | $2,200,000 |
2025 Long-Term Incentive Award Allocation(1)
| (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. The award value allocated to PSUs is based the grant date fair value of such award. |
2025 Long-Term Incentive Award Allocation(1)
| (2) The amount in the table does not include Ms. McEvoy’s $5,000,000 inducement award, which, like the annual grants, consists 60% of PSUs, 20% RSUs and 20% stock options. |
2025 Long-Term Incentive Award Allocation(1)
| (3) Ms. Pease received a pro-rated award based on the number of days she was an employee in 2025. This award, which was granted effective October 1, 2025, was allocated 75% RSUs and 25% options. The amount in the table above does not include Ms. Pease’s $3,000,000 RSU inducement award, the majority of which replaced forfeited equity at her prior company and the balance of which provided an incentive for Ms. Pease to accept our offer of employment. |
Vesting of Fiscal 2023 PSU Awards
Vesting of Fiscal 2023 PSU Awards In fiscal 2023, the Company issued PSU awards with a three-year performance period ending in fiscal 2025. Payouts under these PSU awards were based upon the Company’s achievement of adjusted revenue (weighted 70%) and adjusted EBIT (weighted 30%) during the 2023, 2024, and 2025 fiscal years. During the three-year performance period, the Company increased adjusted revenue significantly, achieving $6,375 million in adjusted revenue over the performance period. The Company also achieved $964 million in adjusted EBIT over the performance period. This performance represents an achievement of 200% of both target adjusted revenue and target adjusted EBIT. Based on this achievement, the Committee certified payouts pursuant to the fiscal 2023 PSU awards at 200%. The following table summarizes the Company financial performance goals, results, and payout factor achievement for the 2023 PSU award payouts.
Vesting of Fiscal 2023 PSU Awards
| Financial Measure | Weighting | Threshold (50%) | Target (100%) | Plan (130%) | Maximum (200%) | Performance to Target | Payout % Achieved | Weighted Payout Factor | | dollars in millions | | | | | | | | | | Adjusted Revenue | 70% | $4,921 | $5,468 | $5,713 | $6,014 | 200% | 200% | 200% | | Adjusted EBIT | 30% | $580 | $682 | $713 | $784 | 200% | 200% | 200% | | Final Payout | | | | | | | | 200% |
PERQUISITES AND OTHER BENEFITS
PERQUISITES AND OTHER BENEFITS Perquisites are not a material component of our executive compensation program. 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, as described below. We also offer security and transportation benefits as described below. 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. Beginning in 2026, the Company will increase the percentage of employee contributions that it matches under the 401(k) Plan, matching one hundred (100%) of the first 3% and fifty percent (50%) of the next 4% of the amounts that eligible employees contribute under such plan. 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. In addition, to encourage the proactive management of executive health, our named executive officers are eligible to participate in our executive health program that includes an annual physical exam and health consultation. Security and Transportation. In order to enhance productivity, minimize distractions, and ensure the safety of our executives, our executives may use corporate aircraft for business travel. Pursuant to the Company’s Corporate Aircraft Policy, only the CEO may requisition use of the corporate aircraft for herself or others. Some of this travel, while for a business purpose, may be considered a perquisite under SEC rules and regulations (such as returning from a business meeting to a location other than the executive’s primary place of work). Pursuant to the Company’s Corporate Aircraft Policy, the aggregate incremental cost to the Company for any use which constitutes a perquisite under SEC rules and regulations may not exceed $200,000 in any fiscal year. Additionally, a dedicated driver, who is a member of our internal security team, and a secure Company vehicle are available to our named executive officers for business use. Our Chief Executive Officer may also use the car and driver when traveling to and from the office in order to minimize and more efficiently use travel time, protect the confidentiality of travel and our business, and enhance our CEO’s personal security. We may, based on ongoing review and advice from security experts, decide to provide additional security services to our executives as determined to be necessary and in the best interest of the Company and our shareholders. The aggregate incremental cost to the Company of providing these benefits to our named executive officers are included the “All other Compensation” column of the Fiscal 2025 Summary Compensation Table on page 42. These values are not amounts that are paid directly to our named executive officers. 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 (i) a material diminution in the Chief Executive Officer’s responsibilities, authorities or duties, (ii) a material reduction in the Chief Executive Officer’s base salary except for across-the-board salary reductions similarly affecting all or substantially all management employees, or (iii) 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:
PERQUISITES AND OTHER BENEFITS
| • | 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. |
PERQUISITES AND OTHER BENEFITS
| • | For all other named executive officers: (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 the named executive officer’s 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. |
PERQUISITES AND OTHER BENEFITS
The Severance Plan also provides that benefits are payable to a named executive officer if, within two years after or 90 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 (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. 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.
Independent Compensation Consultant
Independent Compensation Consultant The Committee retains an independent compensation consultant to assist it in structuring the Company’s compensation programs and in its deliberations. The Committee has sole authority to engage and retain the independent consultant and directly oversees the work and the compensation of the consultant. Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent executive compensation consulting firm, was the Committee’s independent consultant for 2025. Pearl Meyer’s role was to assist the Committee in reviewing our executive compensation programs and practices from a market perspective, and to provide opinion and guidance with respect to proposed actions or changes.
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 and 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 2025, 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. The analysis indicated that Mr. Singh’s salary was below the market median, and as such he was awarded a mid-year base salary increase to bring his compensation closer to market median.
Peer Group for Setting Fiscal 2025 Compensation
Peer Group for Setting Fiscal 2025 Compensation During fiscal 2024, the Committee, with the assistance of Pearl Meyer, reviewed the peer group for purposes of setting fiscal 2025 compensation. In conducting its review, the Committee considered the process employed for purposes of setting fiscal 2024 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 2025, the Committee determined no changes to its peer group were necessary, other than removing Seagen, Inc. and Shockwave Medical, Inc., as both had been acquired. The following table sets forth the peer group approved by the Committee for purposes of setting fiscal 2025 compensation:
Peer Group for Setting Fiscal 2025 Compensation
| Core Device & Supplies Companies | Broader Life Sciences Companies | | Align Technology, Inc. | Bio-Techne Corporation | | DexCom, Inc. | Exact Sciences Corporation | | Globus Medical, Inc. | Neurocrine Biosciences, Inc. | | Hologic, Inc. | | | IDEXX Laboratories, Inc. | | | Masimo Corporation | Technology Companies | | NovoCure Limited | Aspen Technology, Inc. | | ResMed Inc. | Guidewire Software, Inc. | | Teleflex Incorporated | |
TIMING OF ANNUAL OPTION GRANTS
TIMING OF ANNUAL OPTION GRANTS The Committee determines annual long-term incentive award grants, including grants of stock options, at its meeting each February when it sets compensation for the year. This meeting may occur prior to the Company’s release of earnings and filing of its Annual Report on Form 10-K. In such cases, the effective date of the annual option grants – which determines the option exercise price – will be after the second full trading day following the Company’s release of earnings. This is generally the same date that the Company’s trading window opens. The Committee thus ensures that the market has had time to adjust to earnings news before the price of the options is set. Accordingly, the material, non-public information (earnings results) should not affect the value of this aspect of executive compensation. The Committee does not as a matter of practice take material non-public information into account when determining the timing and terms of option awards, and the Company has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
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. Ms. McEvoy joined the Company in April 2025 as President and Chief Executive Officer, and was serving as Chief Executive Officer on October 1, 2025, the date we identified our median employee. Accordingly, to determine Ms. McEvoy’s total annual compensation for fiscal year 2025 for purposes of calculating pay ratio, we used her total actual compensation as calculated in the Summary Compensation Table, and annualized her base salary, annual incentive plan bonus and all other compensation. While there were no significant changes to employee compensation arrangements in fiscal year 2025, there were considerable changes in the composition of the Company’s workforce. The employee population increased from approximately 3,900 to 5,300, up 37% year-over-year. In addition, the proportion of the workforce located in two countries outside the United States increased appreciably (2% and 6%, respectively), while the proportion of the workforce located within the United States decreased almost the same amount (8%). These changes led the company to identify a new median employee for fiscal year 2025. 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 2025 fiscal year:
Pay Ratio Disclosure
| • | the annual total compensation of the employee identified at median of our company of all our employees (other than our CEO), was $94,703; and |
Pay Ratio Disclosure
| • | the annualized annual total compensation of our current CEO for purposes of calculating the CEO pay ratio was $20,182,817. |
Pay Ratio Disclosure
Based on this information, for fiscal 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than our CEO) was estimated to be approximately 213 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Executive Compensation Tables The following tables and notes present the compensation provided to our principal executive officer, our former principal executive officer, our principal financial officer, our former principal financial officer, our three other most highly compensated executive officers, and one former executive officer, based on fiscal 2025 compensation. For a more complete understanding of each table, please read the notes following that table.
Fiscal 2025 Summary Compensation Table
Fiscal 2025 Summary Compensation Table The information included in the Summary Compensation Table below reflects compensation of our named executive officers for the fiscal year ended December 31, 2025 (“fiscal 2025”) and, where applicable, the fiscal years ended December 31, 2024 (“fiscal 2024”) and December 31, 2023 (“fiscal 2023”).
Fiscal 2025 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | Ashley McEvoy President and Chief Executive Officer | 2025 | $729,808 | — | $12,958,850 | $2,999,913 | $2,031,562 | $138,836 | $18,858,968 | | Flavia Pease Executive Vice President, Chief Financial Officer | 2025 | $148,500 | $650,000 | $3,582,414 | $194,229 | $249,693 | $335,925 | $5,160,761 | | Eric Benjamin Executive Vice President, Chief Operating Officer | 2025 | $596,346 | — | $2,229,233 | $712,482 | $893,710 | $30,900 | $4,462,671 | | | 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 | | John Kapples Senior Vice President, General Counsel | 2025 | $526,558 | — | $1,486,245 | $474,918 | $636,600 | $10,500 | $3,134,820 | | | 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 | | Prem Singh Senior Vice President, Global Operations | 2025 | $442,731 | — | $1,173,307 | $374,941 | $539,439 | $10,500 | $2,540,918 | | James Hollingshead Former President and Chief Executive Officer | 2025 | $357,492 | — | $8,597,218 | $2,049,900 | $781,752 | $1,437,908 | $13,224,270 | | | 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 | | Ana Chadwick Former Executive Vice President, Former Chief Financial Officer | 2025 | $653,019 | — | $2,150,790 | $687,409 | $902,540 | $10,500 | $4,404,259 | | | 2024 | $411,923 | $125,000 | $3,499,900 | — | $544,155 | — | $4,580,979 | | Mark Field Former Senior Vice President, Chief Technology Officer | 2025 | $118,308 | — | $1,720,739 | $549,927 | $132,674 | $644,917 | $3,166,565 | | | 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 |
Fiscal 2025 Summary Compensation Table
Salary (Column C). The salaries listed in this Summary Compensation Table differ from the annual salaries 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 and, also, for Messrs. Benjamin and Singh, due to the fact that they each received an increase in base salary during the year. See the “Base Salary” section of the CD&A for more detail on these changes in base salary. For Mses. McEvoy and Pease, includes salary earned from their first days of employment, April 28, 2025 and September 30, 2025, respectively, through the end of fiscal 2025. For Messrs. Hollingshead and Field, includes salary earned from the beginning of fiscal 2025 through their respective last days of employment. Bonus (Column D). For Ms. Pease, the amount in this column represents a cash sign-on bonus; this bonus is subject to clawback by the Company should Ms. Pease leave the Company voluntarily or be terminated for cause during the first eighteen (18) months of her employment. Stock Awards (Column E) and Option Awards (Column F). Reflects the aggregate grant date fair value, calculated 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. The assumptions we used for calculating the grant date fair values are set forth in note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not represent the actual amounts paid to or realized by our named executive officers. For the 2025 PSU awards, the grant date fair value is based on the estimated probability of satisfying the market condition modifier (relative total shareholder return). At maximum performance, the grant date fair value of the 2025 PSU awards are $19,917,803 for Ms. McEvoy, $3,033,862 for Mr. Benjamin, $2,022,575 for Mr. Kapples, $1,596,710 for Mr. Singh, $13,094,497 for Mr. Hollingshead, $2,927,112 for Ms. Chadwick, and $2,341,690 for Mr. Field. Ms. Pease did not receive a grant of PSUs in 2025. Further information regarding the 2025 awards is included in the Fiscal 2025 Grants of Plan-Based Awards Table, the Outstanding Equity Awards at 2025 Fiscal Year-End Table and in 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 2025. 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.
Fiscal 2025 Summary Compensation Table
| • | For Ms. McEvoy, the amount also includes $24,299 paid in connection with the reimbursement of commuting expenses and $104,037 attributable to the use of private aircraft for business purposes. |
Fiscal 2025 Summary Compensation Table
| • | For Ms. Pease, the amount also includes compensation received in connection with her services as a non-employee Director in 2025 prior to her employment by the Company. Specifically, $249,738, which is the value of the 2025 annual non-employee Director RSU grant and $81,787, which is the amount of Board cash fees paid in 2025. |
Fiscal 2025 Summary Compensation Table
| • | For Mr. Benjamin, the amount also includes $20,400 attributable to use of private aircraft for business purposes. |
Fiscal 2025 Summary Compensation Table
| • | For Mr. Hollingshead the amount also includes the severance benefits paid in 2025 to which he is entitled under the Severance Plan, including (i) $608,000 of base salary continuation, (ii) the installments of an amount equal to two times his 2025 target bonus which was paid in 2025, $760,000 and (iii) $59,408 of health and welfare benefits. For Mr. Hollingshead, the amount does not include $3,078,000 of remaining severance installment payments which are payable after 2025, subject to his compliance with the terms of his Separation Agreement dated April 28, 2025 and the Company’s Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement previously executed by Mr. Hollingshead. |
Fiscal 2025 Summary Compensation Table
| • | For Mr. Field, the amount includes the severance benefits paid in 2025 to which he is entitled under the Severance Plan, including (i) $363,000 of salary continuation paid in 2025, (ii) $247,585, which is the installments of his 2025 target bonus paid in 2025, and (iii) $23,832 of health and welfare benefits. For Mr. Field, the amount does not include $212,215 of remaining severance installment payments which are payable after 2025, subject to his compliance with the Company’s Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement previously executed by Mr. Field. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table provides information concerning the annual cash incentive awards and long-term incentive awards granted to each of our named executive officers in fiscal 2025.
2025 Grants of Plan-Based Awards
| • | “AIP” is the annual incentive cash award payable pursuant to our 2025 Annual Incentive Plan. |
2025 Grants of Plan-Based Awards
| • | “PSUs” are restricted stock unit awards subject to performance-based vesting, which we refer to as performance unit awards. |
2025 Grants of Plan-Based Awards
| • | “RSUs” are restricted stock unit awards subject to time-based vesting. |
2025 Grants of Plan-Based Awards
| • | “Options” are nonqualified stock options subject to time-based vesting. |
2025 Grants of Plan-Based Awards
| Name | Grant Date | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Shares of Stock or Units (#) | All other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/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) | | Ashley McEvoy | | | | | | | | | | | | | | AIP | | | $507,890 | $1,015,781 | $2,031,562 | | | | | | | | | PSUs | 5/13/2025 | 4/27/2025 | | | | 14,310 | 28,620 | 71,550 | | | | $9,958,901 | | RSUs | 5/13/2025 | 4/27/2025 | | | | | | | 9,540 | | | $2,999,948 | | Options | 5/13/2025 | 4/27/2025 | | | | | | | | 24,150 | $314.46 | $2,999,913 | | Flavia Pease | | | | | | | | | | | | | | AIP | | | $63,762 | $127,525 | $255,049 | | | | | | | | | PSUs | | | | | | | | | | | | | | RSUs | 10/1/2025 | 9/10/2025 | | | | | | | 11,708 | | | $3,582,414 | | Options | 10/1/2025 | 9/10/2025 | | | | | | | | 1,641 | $305.98 | $194,229 | | Eric Benjamin | | | | | | | | | | | | | | AIP | | | $223,427 | $446,855 | $893,710 | | | | | | | | | PSUs | 2/25/2025 | 2/17/2025 | | | | 2,672 | 5,343 | 13,358 | | | | $1,516,931 | | RSUs | 2/25/2025 | 2/17/2025 | | | | | | | 2,671 | | | $712,302 | | Options | 2/25/2025 | 2/17/2025 | | | | | | | | 6,763 | $266.68 | $712,482 | | John Kapples | | | | | | | | | | | | | | AIP | | | $159,150 | $318,300 | $636,600 | | | | | | | | | PSUs | 2/25/2025 | 2/17/2025 | | | | 1,781 | 3,562 | 8,905 | | | | $1,011,287 | | RSUs | 2/25/2025 | 2/17/2025 | | | | | | | 1,781 | | | $474,957 | | Options | 2/25/2025 | 2/17/2025 | | | | | | | | 4,508 | $266.68 | $474,918 | | Prem Singh | | | | | | | | | | | | | | AIP | | | $134,860 | $269,720 | $539,439 | | | | | | | | | PSUs | 2/25/2025 | 2/17/2025 | | | | 1,406 | 2,812 | 7,030 | | | | $798,355 | | RSUs | 2/25/2025 | 2/17/2025 | | | | | | | 1,406 | | | $374,952 | | Options | 2/25/2025 | 2/17/2025 | | | | | | | | 3,559 | $266.68 | $374,941 | | James Hollingshead | | | | | | | | | | | | | | AIP | | | $617,500 | $1,235,000 | $2,470,000 | | | | | | | | | PSUs | 2/25/2025 | 2/17/2025 | | | | 11,531 | 23,061 | 57,653 | | | | $6,547,249 | | RSUs | 2/25/2025 | 2/17/2025 | | | | | | | 7,687 | | | $2,049,969 | | Options | 2/25/2025 | 2/17/2025 | | | | | | | | 19,458 | $266.68 | $2,049,900 | | Ana Chadwick | | | | | | | | | | | | | | AIP | | | $230,475 | $460,950 | $921,900 | | | | | | | | | PSUs | 2/25/2025 | 2/17/2025 | | | | 2,578 | 5,155 | 12,888 | | | | $1,463,556 | | RSUs | 2/25/2025 | 2/17/2025 | | | | | | | 2,577 | | | $687,234 | | Options | 2/25/2025 | 2/17/2025 | | | | | | | | 6,525 | $266.68 | $687,409 | | Mark Field | | | | | | | | | | | | | | AIP | | | $169,400 | $338,800 | $677,600 | | | | | | | | | PSUs | 2/25/2025 | 2/17/2025 | | | | 2,062 | 4,124 | 10,310 | | | | $1,170,845 | | RSUs | 2/25/2025 | 2/17/2025 | | | | | | | 2,062 | | | $549,894 | | Options | 2/25/2025 | 2/17/2025 | | | | | | | | 5,220 | $266.68 | $549,927 |
2025 Grants of Plan-Based Awards
Non-Equity Incentive Plan Awards (Columns C through E). Reflects threshold, target and maximum award amounts for fiscal 2025 pursuant to the 2025 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. For Mses. McEvoy and Pease, these amounts reflect their target awards under the 2025 Annual Incentive Plan based on a partial year of employment. For Messrs. Hollingshead and Field, these amounts reflect their target awards under the 2025 Annual Incentive Plan as approved by the Talent and Compensation Committee in February 2025. Equity Incentive Plan Awards – PSUs (Columns F through H). Reflects threshold, target and maximum award amounts for the fiscal 2025 - fiscal 2027 performance cycle pursuant to PSUs issued as part of our fiscal 2025 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 2025, 2026 and 2027 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 a payout equal to fifty percent (50%) of the target award. At maximum performance, these PSU awards provide a payout equal to two hundred percent (200%) of the target award, with an additional 25% modifier if the relative total shareholder return market condition is met. 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 to all NEOs, other than Mses. McEvoy and Pease, effective February 25, 2025 as part of our fiscal 2025 annual equity awards. For Mses. McEvoy and Pease, reflects the number of shares underlying restricted stock unit awards and stock option awards granted at hire, May 13, 2025, for Ms. McEvoy and effective October 1, 2025 for Ms. Pease. Annual 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. For Ms. Pease, amounts in this table do not include restricted stock unit awards received in connection with her services as a non-employee Director in 2025 prior to her employment by the Company; these amounts are included in the 2025 Director Compensation Table. 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. The assumptions we used for calculating the grant date fair values are set forth in note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 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, 2025. 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 $284.24, the closing value of our stock on December 31, 2025, which was the last trading day of our 2025 fiscal year.
Outstanding Equity Awards at 2025 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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) | | Ashley McEvoy | — | 24,150(1) | $314.46 | 5/13/2035 | 9,540(2) | $2,711,650 | 57,240(3) | $16,269,898 | | Flavia Pease | — | 1,641(4) | $305.98 | 10/1/2035 | 736(5) | $209,201 | — | — | | | | | | | 778(6) | $221,139 | | | | | | | | | 9,804(7) | $2,786,689 | | | | | | | | | 1,904(8) | $541,193 | | | | Eric Benjamin | 2,618(9) | — | $202.64 | 2/10/2030 | 603(10) | $171,397 | 7,236(11) | $2,056,761 | | | 2,602(12) | — | $279.69 | 2/17/2031 | 2,701(13) | $767,732 | 16,204(14) | $4,605,825 | | | 3,120(15) | 1,040 | $264.69 | 2/28/2032 | 200(13) | $56,848 | 1,200(14) | $341,088 | | | 2,167(16) | 2,168 | $276.36 | 2/28/2033 | 2,671(17) | $759,205 | 10,686(18) | $3,037,389 | | | 2,426(19) | 7,279 | $166.62 | 2/27/2034 | | | | | | | 179(19) | 539 | $166.62 | 2/27/2034 | | | | | | | —(20) | 6,763 | $266.68 | 2/25/2035 | | | | | | John Kapples | 3,141(9) | — | $202.64 | 2/10/2030 | 437(10) | $124,213 | 5,246(11) | $1,491,123 | | | 3,252(12) | — | $279.69 | 2/17/2031 | 1,650(13) | $468,996 | 9,902(14) | $2,814,544 | | | 2,827(15) | 943 | $264.69 | 2/28/2032 | 200(13) | $56,848 | 1,200(14) | $341,088 | | | 1,571(16) | 1,572 | $276.36 | 2/28/2033 | 1,781(17) | $506,231 | 7,124(18) | $2,024,926 | | | 1,482(19) | 4,449 | $166.62 | 2/27/2034 | | | | | | | 179(19) | 539 | $166.62 | 2/27/2034 | | | | | | | —(20) | 4,508 | $266.68 | 2/25/2035 | | | | | | Prem Singh | —(15) | 195 | $264.69 | 2/28/2032 | 211(10) | $59,975 | 2,532(11) | $719,696 | | | —(16) | 759 | $276.36 | 2/28/2033 | 1,200(13) | $341,088 | 7,202(14) | $2,047,096 | | | —(19) | 539 | $166.62 | 2/27/2034 | 200(13) | $56,848 | 1,200(14) | $341,088 | | | —(19) | 3,235 | $166.62 | 2/27/2034 | 1,406(17) | $399,641 | 5,624(18) | $1,598,566 | | | —(20) | 3,559 | $266.68 | 2/25/2035 | | | | | | Ana Chadwick | —(20) | 6,525 | $266.68 | 2/25/2035 | 4,894(13) | $1,391,071 | 14,682(14) | $4,173,212 | | | | | | | 3,916(21) | $1,113,084 | 10,310(18) | $2,930,514 | | | | | | | 2,577(17) | $732,486 | | |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) Represents stock options granted May 13, 2025 as a new hire award in connection with Ms. McEvoy’s commencement of employment. The stock options vest twenty-five percent (25%) annually beginning on the first anniversary of the grant date and have a ten-year term. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) Represents RSUs granted May 13, 2025 as a new hire award in connection with Ms. McEvoy’s commencement of employment. The restricted stock units vest one-third annually beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) Represents PSUs granted May 13, 2025 as a new hire award in connection with Ms. McEvoy’s commencement of employment, which vest after the end of the fiscal 2025 - fiscal 2027 performance cycle 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 operational goal performance. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (4) Represents stock options granted October 1, 2025 as a new hire award in connection with Ms. Pease’s commencement of employment. The stock options vest twenty-five percent (25%) annually beginning on the first anniversary of the grant date and have a ten-year term. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (5) Represents the unvested portion of the initial RSU award granted to Ms. Pease January 18, 2024 when she joined Insulet’s Board. The award vested 50% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and is scheduled to vest 25% on the third anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (6) Represents the annual RSU award granted to Ms. Pease May 23, 2025 while serving on Insulet’s Board. The award is scheduled to vest in full on April 30, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (7) Represents RSUs granted October 1, 2025 as a sign-on award in connection with Ms. Pease’s commencement of employment. The restricted stock units vest one-third annually beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (8) Represents RSUs granted October 1, 2025 as a new hire award in connection with Ms. Pease’s commencement of employment. The restricted stock units vest one-third annually beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (9) Represents fully vested stock options granted on February 10, 2020, as part of our fiscal 2020 annual equity awards. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (10) 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 2025 Fiscal Year End
| (11) Represents PSUs granted on February 28, 2023, as part of our fiscal 2023 annual equity awards, which vested on February 12, 2026, following the Committee’s certification of performance results. The Company achieved maximum performance for the three-year performance period ended December 31, 2025, resulting in vesting at 200% of target. For more information, see the “Vesting of Fiscal 2023 PSU Awards” section in the CD&A. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (12) Represents fully vested stock options granted on February 17, 2021, as part of our fiscal 2021 annual equity awards. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (13) 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 2025 Fiscal Year End
| (14) 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 fiscal 2024 - fiscal 2026 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 2025 Fiscal Year End
| (15) 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 2025 Fiscal Year End
| (16) 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 2025 Fiscal Year End
| (17) Represents RSUs granted on February 25, 2025, as part of our fiscal 2025 annual equity awards, which vest one-third annually, beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (18) Represents PSUs granted on February 25, 2025, as part of our fiscal 2025 annual equity awards, which vest after the end of the fiscal 2025 - fiscal 2027 performance cycle (such performance cycle ends December 31, 2027) 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 operational goal performance. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (19) 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 2025 Fiscal Year End
| (20) Represents stock options granted on February 25, 2025, as part of our fiscal 2025 annual equity awards, which vest twenty-five percent (25%) annually beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (21) 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. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table provides information regarding the vesting of stock awards and exercise of options during fiscal 2025.
2025 Option Exercises and Stock Vested
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ashley McEvoy | — | — | — | — | | Flavia Pease(3) | — | — | 2,115 | $550,881 | | Eric Benjamin | 13,222 | $2,887,675 | 7,664 | $2,121,503 | | John Kapples | 5,278 | $1,177,222 | 6,447 | $1,788,899 | | Prem Singh | 2,600 | $233,157 | 3,001 | $820,924 | | James Hollingshead | 15,605 | $1,537,930 | 50,297 | $13,884,903 | | Ana Chadwick | — | — | 4,404 | $1,102,101 | | Mark Field | 10,094 | $1,408,628 | 5,673 | $1,623,054 |
2025 Option Exercises and Stock Vested
| (1) The amounts shown in this column represent the number of shares acquired on exercise multiplied by the difference between the market price of the Company’s common stock upon exercise and the exercise price of the options. |
2025 Option Exercises and Stock Vested
| (2) 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. |
2025 Option Exercises and Stock Vested
| (3) The stock awards shown in this column for Ms. Pease were granted in connection with her service as a non-employee Director on our Board. Ms. Pease elected to defer these awards pursuant to our Deferred Compensation Plan. In accordance with the Deferred Compensation Plan, upon Ms. Pease’s resignation from our Board, she began to receive distributions of these deferred shares, which will continue in five additional substantially equal installments on the anniversaries of the effective date of her Board resignation. |
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 (the “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. As Chief Executive Officer, Ms. McEvoy 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 Ms. McEvoy, also for a good reason resignation) include:
Potential Payments Upon Termination or Change in Control
| • | For Chief Executive Officers: (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 his 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 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
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
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, other than Mr. Hollingshead and Mr. Field, under then existing plans or agreements if the named executive officer’s employment had terminated on December 31, 2025, the last day of our 2025 fiscal year, based on, where applicable, our closing stock price as of December 31, 2025 (the last trading day of our 2025 fiscal year), which was $284.24. 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. For Mr. Hollingshead and Mr. Field, the table below reflects the amount of compensation that became payable as of their respective termination dates, April 28, 2025 and March 14, 2025. 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, other than for Mr. Hollingshead and Mr. Field, 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) | | Ashley McEvoy | | | | | | Involuntary Termination or Voluntary Termination with Good Reason | $8,217,210 | $5,423,299 | $25,000 | $13,665,509 | | Death or Disability | $2,927,210 | $10,846,598 | — | $13,773,808 | | Change in Control Termination | $8,217,210 | $10,846,598 | $25,000 | $19,088,808 | | Flavia Pease | | | | | | Involuntary Termination | $2,195,479 | — | $34,047 | $2,229,526 | | Death or Disability | $979,979 | $3,758,221 | — | $4,738,200 | | Change in Control Termination | $3,410,979 | $3,758,221 | $43,093 | $7,212,293 | | Eric Benjamin | | | | | | Involuntary Termination | $2,221,824 | — | $48,832 | $2,270,656 | | Death or Disability | $1,033,824 | $7,851,440 | — | $8,885,264 | | Change in Control Termination | $3,722,884 | $7,851,440 | $72,665 | $11,646,989 | | John Kapples | | | | | | Involuntary Termination | $1,472,031 | — | $51,372 | $1,523,403 | | Death or Disability | $623,231 | $5,188,801 | — | $5,812,032 | | Change in Control Termination | $2,772,367 | $5,188,801 | $77,743 | $8,038,912 | | Prem Singh | | | | | | Involuntary Termination | $1,387,400 | — | $48,832 | $1,436,232 | | Death or Disability | $587,400 | $3,726,962 | — | $4,314,362 | | Change in Control Termination | $2,472,844 | $3,726,962 | $72,665 | $6,272,471 | | James Hollingshead | | | | | | Involuntary Termination | $5,227,752 | $1,877,108 | $84,408 | $7,189,268 | | Ana Chadwick | | | | | | Involuntary Termination | $2,021,990 | $1,252,077 | $48,832 | $3,322,900 | | Death or Disability | $902,540 | $6,903,083 | — | $7,805,623 | | Change in Control Termination | $3,307,850 | $6,903,083 | $72,665 | $10,283,598 | | Mark Field | | | | | | Involuntary Termination | $955,474 | — | $48,832 | $1,004,306 |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | Summary Compensation Total for PEO | | | Compensation Actually Paid to PEO | | | | | Value of Initial $100 Investment Based on: | | | | | Fiscal Year | CEO/ PEO1(1)(3) ($) | PEO2(1)(2)(3) ($) | PEO3(2)(3) ($) | PEO1(2)(3)(4)(5) ($) | PEO2(1)(4)(5)(6) ($) | PEO3(1)(3)(4)(6) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4)(5)(6) ($) | PODD Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income (in millions) ($) | Adjusted Revenue (7) (in millions) ($) | | (A) | (B1) | (B2) | (B3) | (C1) | (C2) | (C3) | (D) | (E) | (F) | (G) | (H) | (I) | | 2025 | $18,858,968 | $13,224,270 | — | $25,206,415 | ($32,119,390) | — | $3,811,666 | $3,860,314 | $111.19 | $99.39 | $247.1 | $2,662.9 | | 2024 | — | $13,302,350 | — | — | $32,707,769 | — | $3,341,659 | $6,553,447 | $102.13 | $81.07 | $418.3 | $2,074.1 | | 2023 | — | $12,379,765 | — | — | $12,803,863 | — | $2,840,156 | $351,212 | $84.88 | $81.77 | $206.3 | $1,689.3 | | 2022 | — | $10,817,028 | $15,711,252 | — | $16,062,320 | $13,495,700 | $3,375,872 | $4,244,342 | $115.16 | $76.75 | $4.6 | $1,331.0 | | 2021 | — | — | $9,723,273 | — | — | $9,120,882 | $2,585,706 | $2,613,046 | $104.08 | $96.45 | $16.8 | $1,091.9 |
Pay Versus Performance Table
| (1) During 2025, both Ashley McEvoy (PEO1) and James Hollingshead (PEO2) served Insulet’s Principal Executive Officer (PEO) for a portion of the year. Mr. Hollingshead served as PEO from January 1, 2025 to April 28, 2025 and Ms. McEvoy served as PEO from April 28, 2025 to December 31, 2025. |
Pay Versus Performance Table
| (2) During 2022, both James Hollingshead and Shacey Petrovic (PEO3) served as Insulet’s PEO for a portion of the year. Ms. Petrovic served as PEO in 2021, and from January 1, 2022 to June 1, 2022. Mr. Hollingshead served as PEO from June 1, 2022 to December 31, 2022, in 2023 and 2024, and from January 1, 2025 to April 28, 2025. |
Pay Versus Performance Table
| (3) 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 non-PEO named executive officers (“Other NEOs”) for the years indicated: |
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs (Other NEOs) | | 2025 | Ashley McEvoy James Hollingshead | Flavia Pease, Eric Benjamin, John Kapples, Prem Singh, Ana Chadwick, Mark Field | | 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 |
Pay Versus Performance Table
| (4) Amounts represent “compensation actually paid” as computed in accordance with SEC rules (“compensation actually paid” or “CAP”) to our PEO and the average “compensation actually paid”, also as computed in accordance with SEC rules, to the Other 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
| (5) 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 2025 | + 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)(b) | Compensation Actually Paid | | Ashley McEvoy (CEO/PEO1) | 2025 | $18,858,968 | ($15,958,763) | $22,306,209 | $0 | $0 | $0 | $25,206,415 | | James Hollingshead (PEO2) | 2025 | $13,224,270 | ($10,647,118) | $0 | $0 | $790,852 | ($35,487,394) | ($32,119,390) | | | 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 (PEO3) | 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 | | Average for Other NEOs | 2025 | $3,811,666 | ($2,556,106) | $3,104,837 | $483,405 | $66,748 | ($1,050,236) | $3,860,314 | | | 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 |
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 on April 28, 2025. His outstanding stock awards and option awards were forfeited in 2025 and will not be realized. |
Pay Versus Performance Table
| (6) 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 are 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
| (7) 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). |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures The following graph compares the compensation actually paid to our PEOs and the average of compensation actually paid to our Other NEOs with Insulet’s cumulative total shareholder return (“PODD TSR”) and the cumulative total shareholder return of the Nasdaq Healthcare Index (“IXHC TSR”). The PODD TSR and the IXHC TSR assume that $100 was invested beginning on December 31, 2020. The PODD TSR declined from December 31, 2022 to December 31, 2023, recovered from December 31, 2023 to December 31, 2024 and continued to increase from December 31, 2024 to December 31, 2025. PEO and Average Other NEO compensation generally follows a similar pattern for that period: declining from December 31, 2022 to December 31, 2023 and increasing from December 31, 2023 to December 31, 2024. PEO and Average Other NEO CAP decreased overall in 2025 in part due to the termination of Mr. Hollingshead as our PEO and the hiring of Ms. McEvoy as our PEO in April 2025. Due to these events, the CAP to Mr. Hollingshead reflects forfeiture of unearned equity awards and the CAP for Ms. McEvoy reflects compensation for a partial year, from April 28, 2025 to December 31, 2025. We anticipate that PEO CAP will increase in 2026, reflecting a full year of compensation for Ms. McEvoy. Additionally, the PODD TSR since December 31, 2020 is positive and higher than the IXHC TSR for the same period. The following graph compares the compensation actually paid to each of our PEOs and the average of compensation actually paid to our Other NEOs with our net income. The Company’s net income increased considerably from 2023 to 2024 and then decreased from 2024 to 2025. In addition, PEO and average NEO compensation actually paid increased between 2023 and 2024 then decreased between 2024 and 2025. Net income is not a financial measure used by our Talent and Compensation Committee to link the compensation actually paid to our NEOs to Company performance. The following graph compares the compensation actually paid to our PEO and the average compensation actually paid to our Other NEOs with our adjusted revenue. The Company’s adjusted revenue increased considerably from 2023 to 2024 and from 2024 to 2025. CAP also increased from 2023 to 2024 and decreased from 2024 to 2025. The decrease in CAP in 2025 was in part due to the termination of Mr. Hollingshead as our PEO and the hiring of Ms. McEvoy as our PEO in April 2025, as further detailed in the lead-in to the Insulet Corporation CAP vs. TSR Graph on page 53. As noted above and in the 2025 Compensation Elements and Decisions section of the CD&A, 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 and for our PSUs. Non-Employee Director Compensation
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Luciana Borio | $92,500 | $249,738 | $342,238 | | Wayne A. I. Frederick | $104,457 | $249,738 | $354,195 | | Jessica Hopfield | $80,543 | $249,738 | $330,281 | | Robert L. Huffines | $14,443(2) | $149,306(3) | $149,306 | | Michael R. Minogue | $82,500 | $249,738 | $332,238 | | Flavia H. Pease(4) | $61,162 | $249,738 | $310,900 | | Timothy J. Scannell | $183,254 | $249,738 | $432,992 | | Timothy C. Stonesifer | $95,000 | $249,738 | $344,738 | | Elizabeth H. Weatherman | $95,978 | $249,738 | $345,716 |
2025 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 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not represent the actual amounts paid to or realized by Directors for these awards during the year ended December 31, 2025. |
2025 Director Compensation Table
| (2) Mr. Huffines has elected to defer his 2025 annual non-employee Director cash retainer pursuant to the Deferred Compensation Plan. |
2025 Director Compensation Table
| (3) Reflects a pro-rated Initial Award. |
2025 Director Compensation Table
| (4) Ms. Pease served as a non-employee Director until her appointment as our Executive Vice President and Chief Financial Officer on September 30, 2025. The Compensation in this table reflects only her compensation as a non-employee Director. |
2025 Director Compensation Table
As of December 31, 2025, 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:
2025 Director Compensation Table
| Name | Stock Options | Restricted Stock Units | | Luciana Borio | 0 | 778 | | Wayne A. I. Frederick | 0 | 778 | | Jessica Hopfield | 3,587 | 778 | | Robert L. Huffines | 0 | 477(1) | | Michael R. Minogue | 4,226 | 778 | | Flavia H. Pease(2) | 0 | 778 | | Timothy J. Scannell | 0 | 778 | | Timothy C. Stonesifer | 0 | 1,514(3) | | Elizabeth H. Weatherman | 0 | 778 |
2025 Director Compensation Table
| (1) Reflects pro-rated Initial Award. |
2025 Director Compensation Table
| (2) Includes only equity awards granted as compensation for services as a Director. Does not include equity granted to Ms. Pease upon becoming Chief Financial Officer. |
2025 Director Compensation Table
| (3) Reflects Annual Award as well as unvested portion of Mr. Stonesifer’s initial award granted in 2024, which vested 50% on the first anniversary of grant and will vest 25% on each of the next two anniversaries of the grant. |
2025 Director Compensation Table
| Proposal 2 | Approval, on a Non-Binding, Advisory Basis, of the Compensation of Certain Executive Officers |
2025 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:
2025 Director Compensation Table
| • | the objectives of the Company’s compensation programs; |
2025 Director Compensation Table
| • | what the Company’s compensation programs are designed to reward; |
2025 Director Compensation Table
| • | each element of compensation; |
2025 Director Compensation Table
| • | why the Company chooses to pay each element of compensation; |
2025 Director Compensation Table
| • | how the Company determines the amount (and, where applicable, the formula) for each element to pay; and |
2025 Director Compensation Table
| • | how each compensation element and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives. |
2025 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.