DEF 14A of Inogen Inc, Apr 28, 2026

DEF 14A of Inogen Inc

Filed Apr 28, 2026 · FY20250001294133-26-000009

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Glenn Boehnlein has served on our Board and as Chairperson of the Audit Committee and a member of our Compliance Committee since March 2022. He served as Vice President, Chief Financial Officer of Stryker Corporation (NYSE: SYK), a medical devices company, from January 2016 until March 2025. Prior to serving as CFO, Mr. Boehnlein served in multiple leadership positions at Stryker, including Chief Financial Officer and Vice President of the MedSurg and Neurotechnology Group from January 2011 until December 2015 and Chief Financial Officer of the Endoscopy Division from January 2003 until December 2010. Prior to Stryker, from 2000 until January 2003, Mr. Boehnlein served as Chief Financial Officer of MyPrimeTime, a media company. Prior to MyPrimeTime, Mr. Boehnlein was a partner and certified public accountant at Arthur Andersen LLP, an accounting firm. Mr. Boehnlein has served on the Board of Directors of Sutter Healthcare System, a private company, since March 2024. Mr. Boehnlein holds a Bachelor’s in Accountancy and Master’s in Professional Accountancy from Mississippi State University. Qualifications: The Board believes that Mr. Boehnlein is qualified to serve as a director based on his extensive financial leadership and public company experience in the medical device industry. During his tenure at Stryker, Mr. Boehnlein oversaw global financial operations, capital allocation, and strategic transactions across multiple business units. He brings significant expertise in mergers and acquisitions, financial controls, enterprise risk management, and cybersecurity oversight, including direct responsibility for information security functions. Mr. Boehnlein also offers experience supporting global operations, marketing, and business development initiatives within a highly regulated healthcare environment. His deep financial and operational background supports effective oversight of Inogen’s strategy and execution. Mira Sahney has served as a Member of our Board since January 2025. She has also served as a board member of Claria Medical (“Claria”), a privately held minimally invasive surgical tools company, since 2017 and has served as President at IPG Medical and Senior Vice President, Global Laser Systems at IPG Photonics, a fiber laser technology company, since May 2025. Previously, Ms. Sahney served as the President of the Pelvic Health Operating Unit at Medtronic (NYSE: MDT) from 2021 to 2024. Before joining Medtronic, Ms. Sahney served as President, Chief Executive Officer, and Director of Hyalex Orthopaedics (“Hyalex”), a venture-backed medical device innovator from 2017 to 2021. Prior to Hyalex, she served in leadership roles at Smith + Nephew (LON: SNN), including as Senior Vice President and General Manager of both the Ear, Nose, and Throat and the Gynecology businesses. Ms. Sahney began her medical technology career as co-founder and President of Myomo, Inc. (NYSE: MYO), a wearable medical robotics company addressing neurological disorders. Ms. Sahney graduated summa cum laude from the University of Michigan with a B.S. in Mechanical Engineering. She holds an M.S. from Stanford University in Mechanical Engineering. Ms. Sahney also holds both an M.S. in Engineering and an MBA from the Massachusetts Institute of Technology. Qualifications: The Board believes that Ms. Sahney is qualified to serve as a director based on her extensive leadership experience in the global medical technology industry and her significant public company operating and governance experience. Ms. Sahney has held senior executive roles at multiple public companies and brings valuable perspective on strategic transformations and global operations. She offers experience in mergers and acquisitions, cybersecurity and artificial intelligence oversight, marketing strategy, and human capital management. Ms. Sahney also brings relevant home medical and respiratory experience and deep medical device industry expertise. Her prior board service supports her public company governance qualifications.

  2. Continuing Directors

    Continuing Directors Kevin King has served on our Board and is currently the Chairperson of the Compliance Committee and a member of our Audit Committee. Mr. King also served as Chairperson of the Compensation Committee from March 2022 to March 2024. He has over three decades of experience in the healthcare and IT industries in leadership roles. Mr. King previously served as Chief Executive Officer, President and Director of iRhythm Technologies, Inc. (Nasdaq: IRTC), a digital healthcare company, from July 2012 to April 2021. Prior to iRhythm, Mr. King was President, Chief Executive Officer and a Director of Affymetrix, Inc.(Nasdaq: AFFX), an innovator in the field of genetic analysis from 2007 to 2011. He served as President and Chief Executive Officer of Thomson Healthcare, an information services business which focused on a range of healthcare-related businesses. Mr. King was a senior executive at GE Healthcare, where he led several business units from 1997 to 2005. Mr. King held leadership roles at Hewlett Packard’s Medical Products Group. Mr. King has served on the Board of Directors of Turing Medical, a private company, since June 2023. Mr. King holds a B.A. in Economics and Biology from the University of Massachusetts and an M.B.A. from New Hampshire College. Qualifications: The Board believes that Mr. King is qualified to serve as a director based on his extensive leadership experience in the healthcare and information technology industries and his significant public company governance experience. Mr. King has served as Chief Executive Officer, President, and Director of multiple publicly traded healthcare technology companies, including iRhythm Technologies, and brings valuable perspective on strategic growth, technology commercialization, and scaling organizations. He offers experience in capital markets, cybersecurity and data protection, global operations, and enterprise risk management, as well as direct experience with home-based healthcare technologies. Mr. King has also led talent development and executive compensation programs and has significant public company board experience, supporting effective governance and oversight. Mary Katherine (Mary Kay) Ladone has served on our Board since 2022 and is currently the Chairperson of our Compensation Committee and a member of the Audit Committee. Ms. Ladone served as Senior Vice President, Corporate Development, Strategy and Investor Relations, of Hill-Rom Holdings, Inc. (“Hill-Rom”), a medical technology company, from December 2018 until January 2022 and previously served as Vice President, Investor Relations, of Hill-Rom from July 2016 to December 2018. Prior to Hill-Rom, from July 2015 until July 2016, Ms. Ladone served as Senior Vice President, Investor Relations Officer of Baxalta Inc., a biopharmaceutical company. Prior to Baxalta, Ms. Ladone served in a variety of senior finance, business development, operational, and investor relations roles for Baxter International, Inc. from 1998 until July 2015. Ms. Ladone currently serves on the board of directors of Bioventus, Inc. (Nasdaq: BVS), a medical device company, as a member of its audit committee and compensation committee and Kestra Medical Technologies (Nasdaq: KMTS), a medical device company, as the chair of its audit committee and a member of the nominating and governance committee. She also joined the board of directors of Novanta Inc. (Nasdaq: NOVT), a global supplier of core technology solutions, in July 2024. Ms. Ladone has been a member of the board of directors of Endeavor Health, a comprehensive community-based health system, since 2009 and serves as vice chairman and the chair of the investment committee. Ms. Ladone holds a Bachelor’s in Business Administration from the University of Notre Dame. Qualifications: The Board believes that Ms. Ladone is qualified to serve as a director based on her extensive experience in corporate strategy, capital markets, and public company governance within the healthcare sector. Ms. Ladone has held multiple senior executive roles at global medical technology companies where she supported significant strategic transformation initiatives. She brings substantial experience in mergers and acquisitions, investor relations, financial oversight, and risk management, as well as oversight of technology and digital health investments. Ms. Ladone also offers relevant governance expertise through her audit committee and compensation committee service at other public medical technology companies. Kevin R.M. Smith has served as our Chief Executive Officer, President and a member of our Board since November 2023. Prior to joining Inogen, Mr. Smith served as the Chief Executive Officer (“CEO”), President and Executive Director at Sirtex Medical Limited, a medical device company, from April 2019 to November 2023, after serving as Executive Vice President of Sales & Marketing, Americas from 2017 to 2019. Mr. Smith also served on Sirtex’s Board of Directors from 2019 to 2023. From December 2021 to April 2022, Mr. Smith also served as interim President and Chief Executive Officer and Director at OncoSec Medical, Inc. (Nasdaq: ONCS), a biotechnology company, and served on its Board of Directors from 2020 to 2023. In his previous roles Mr. Smith served as Executive Vice President of Business Development at Gel-e, Inc., as Chief Commercial Officer at Sensium Healthcare, as Global Vice President of Sales & Marketing at Teleflex, and served in various sales and marketing roles in other medical device companies. Mr. Smith holds a Master of Business Administration in Global Management from University of Phoenix and a Bachelor of Science in Marketing from the University of Kentucky. Qualifications: The Board believes that Mr. Smith is qualified to serve as a director based on his extensive public company leadership experience and deep knowledge of the healthcare and medical device industries. Mr. Smith has served as Chief Executive Officer and President of Inogen since 2023 and has held senior executive roles at multiple global healthcare companies, providing him with significant experience in strategic growth, commercialization, and operational leadership. He brings valuable perspective on mergers and acquisitions, capital markets, and investor engagement, as well as experience overseeing enterprise risk management, regulatory compliance, and cybersecurity matters. Mr. Smith also contributes decades of experience in sales, marketing, and global operations, including direct experience in the home medical and respiratory sector. His industry experience and service as the Company’s Chief Executive Officer support effective Board deliberations and informed oversight of the Company’s strategy, performance and long‑term value creation.

  3. Continuing Directors

    Elizabeth Mora has served as Chairperson of our Board and as a member of our Board since May 2021. Ms. Mora is currently a member of the Compensation Committee and Nominating and Governance Committee. Ms. Mora also served as Chairperson of the Compliance Committee from December 2021 to March 2024. Ms. Mora previously served as Chief Administrative Officer, Vice President for Finance, Administration and Treasurer at the Charles Stark Draper Laboratory from 2008 to 2020. Previously, Ms. Mora served in a variety of leadership roles at Harvard University from 1997 to 2008, including as Chief Financial Officer and Vice President for Finance, Associate Vice President, Research Administration, and Director, Office for Sponsored Research. Prior to that, Ms. Mora served at Coopers and Lybrand LLP (PricewaterhouseCoopers) as Senior Manager, from 1992 to 1997 and as an Audit Senior and Manager, from 1989 to 1992. Ms. Mora currently serves on the board of directors of MKS Instruments (Nasdaq: MKSI), a technology company, and Limoneira Company (Nasdaq: LMNR), an agribusiness and real estate company. Ms. Mora served on the board of GCP Applied Technologies (NYSE: GCP) from 2016 to 2020, Everest Consolidator Acquisition Corporation (NYSE: MNTN) from 2020 to 2024 and Nuburu, Inc. (NYSE American: BURU) from 2023 to 2025. Ms. Mora holds a Bachelor of Arts from the University of California, Berkeley, and an MBA from Simmons College. Ms. Mora holds an active CPA license in the Commonwealth of Massachusetts. Qualifications: The Board believes that Ms. Mora is qualified to serve as a director and Chairperson of the Board based on her extensive leadership, financial, and governance experience. Ms. Mora has served in senior executive roles at complex organizations, where she oversaw large-scale operations, capital allocation, and enterprise risk management. She brings significant financial and accounting expertise, as well as experience overseeing cybersecurity programs and responding to cybersecurity incidents. Ms. Mora also offers valuable perspective on global operations and governance through her service on multiple public company boards, including as Chair of the Compensation and Nominating and Corporate Governance Committees at Limoneira Company. Her background in human capital oversight, risk management, and public company governance supports effective Board leadership and oversight. Heather Rider has served as a member of our Board since 2014 and is currently Chairperson of the Nominating and Governance Committee and a member of the Compensation Committee since October 2020. Ms. Rider also served as Chairperson of the Compensation, Nominating and Governance Committee from January 2018 to September 2020 and Chairperson of the Compensation Committee from October 2020 until March 2021. From 2012 to 2013, Ms. Rider served as Vice President, Global Human Resources of Cymer, Inc., a publicly traded supplier of light sources for semiconductor manufacturing that was acquired by ASML Holding NV in 2013. From October 2010 to September 2012, Ms. Rider served as Senior Vice President, Global Human Resources of Alphatec Holdings, Inc. (Nasdaq: ATEC), a publicly-traded medical device company focused on surgical treatment of spine disorders, and from 2006 to 2010, she served as Vice President, Human Resources of Intuitive Surgical, Inc. (Nasdaq: ISRG), a publicly-traded manufacturer of robotic surgical systems. From 2001 to 2005, Ms. Rider served as Senior Vice President of Global Human Resources of Sunrise Medical, Inc., a global manufacturer and distributor of durable medical equipment. From 1998 to 2001, Ms. Rider served as Vice President of Human Resources of Biosense Webster, a member of the Johnson & Johnson family of companies, and a medical device manufacturer of intracardiac catheters and location technology. Prior to 1998, Ms. Rider served as Head of Human Resources for City of Hope, a leading research and treatment center for cancer, diabetes and other life-threatening diseases, CAP/MPT, a medical malpractice provider for physicians in California and medical malpractice insurance for large physician groups and hospitals, and Environmental Diagnostics International, a bio-diagnostics company with focus on the detection of environmental compounds and diseases using monoclonal antibody technology. Ms. Rider served on the Board of Directors of Intricon Corporation (Nasdaq: IIN) from March 2020 to May 2022 until its acquisition, and on the Board of Directors of Prosomnus Sleep Technologies (OTC: OSAPQ) from December 2022 to August 2024. Ms. Rider holds a Bachelor of Arts in Psychology from Claremont McKenna College and an M.B.A. from Pepperdine University. Qualifications: The Board believes that Ms. Rider is qualified to serve as a director based on her deep expertise in human capital management, medical device operations, and public company governance. Ms. Rider has over 25 years of experience in senior human resources leadership roles, including global responsibility for organizational design, talent development, and compensation programs. She brings valuable transaction experience from her service on IntriCon’s Special Committee during the company’s sale process, as well as experience overseeing global operations and technology implementations. Ms. Rider also offers relevant home medical and durable medical equipment experience from her leadership role at Sunrise Medical and medical device experience from senior positions at Alphatec Holdings and Intuitive Surgical. Her prior service as Chair of a public company compensation committee supports strong board-level governance and oversight.

  4. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director The Nominating and Governance Committee will use the following procedures to identify and evaluate any individual recommended or offered for nomination to the Board: The Nominating and Governance Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the Committee from other sources. In its evaluation of director candidates, including the members of the Board eligible for re-election, the Nominating and Governance Committee will consider the following: – the current size and composition of the Board and the needs of the Board and the respective committees of the Board; – such factors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like. The Nominating and Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors; and – other factors that the Nominating and Governance Committee deems appropriate. The Nominating and Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on the Board: • the highest personal and professional ethics and integrity; • proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; • skills that are complementary to those of the existing Board; • the ability to assist and support management and make significant contributions to the Company’s success; and • an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. If the Nominating and Governance Committee determines that an additional or replacement director is required, the Nominating and Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Governance Committee, the Board or management. The Nominating and Governance Committee may propose to the Board a candidate recommended or offered for nomination by a stockholder as a nominee for election to the Board. In 2026, the Nominating and Governance Committee and the Board, after following the procedures described above and engaging with its stockholders, determined that adding an additional director with strategic experience in the medical device industry and public company experience at a scale comparable to Inogen would be beneficial to the Board and the Company’s stockholders. The Board considered multiple candidates and perspectives as part of its evaluation process and, after conducting an extensive assessment of the qualifications and experience of Vafa Jamali, the Nominating and Governance Committee recommended that the Board consider appointing him to the Board. In April 2026, the Board appointed Mr. Jamali to the Board, effective on the Effective Date.

  5. Director Compensation

    Director Compensation In October 2025, our Board, upon recommendation of the Compensation Committee and in consultation with Aon, reviewed our non-employee director compensation program as well as our “Equity Ownership Guidelines” and determined that no changes were necessary. A more detailed description of these guidelines is provided in the “Equity Ownership Guidelines” section of this proxy statement below. Cash Compensation. All non-employee directors are entitled to receive the following cash compensation for their services: • $45,000 per year for service as a Board Member; • $75,000 per year for service as Chairperson of the Board; • $20,000 per year for service as Chairperson of the Audit Committee; • $15,000 per year for service as Chairperson of the Compensation Committee; • $10,000 per year for service as Chairperson the Nominating and Governance Committee; • $10,000 per year for service as Chairperson the Compliance Committee; • $10,000 per year for service as a member of the Audit Committee; • $7,500 per year for service as a member of the Compensation Committee; • $5,000 per year for service as a member of the Nominating and Governance Committee; and • $5,000 per year for service as a member of the Compliance Committee. All cash payments to non-employee directors are paid quarterly in arrears on a pro-rata basis. Equity Compensation. Initial Awards: Each non-employee director who first joins our Board will be granted an initial award of restricted stock units (“RSUs”) covering a number of shares equal to the product of (i) the number of RSUs subject to the Annual Award (as defined below) provided to non-employee directors at the last annual meeting of stockholders preceding the date in which such person first becomes a non-employee director (the “Start Date”) multiplied by (ii) a fraction (A) the numerator of which is (x) 12 minus (y) the number of fully completed months between the date of the last annual meeting and the start date and (B) the denominator of which is 12, rounded to the nearest whole share. Each such initial award will vest on the same date as the other Annual Awards that are outstanding as of the grant date, subject to the non-employee director continuing to be a service provider through the applicable vesting date. Annual Awards: On the date of each annual meeting of stockholders, each non-employee director will automatically be granted an award of RSUs covering a number of shares having a grant date fair value of $180,000, rounded down to the nearest whole share (the “Annual Award”). The Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the Annual Meeting following the date the Annual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. Elections to Receive RSUs in Lieu of Cash Compensation: Each non-employee director who serves as Chairperson of our Board may elect to convert all or a portion of his or her cash compensation for service as Chairperson of our Board into an award of RSUs covering a number of shares having a grant date fair value equal to the aggregate amount of cash compensation for which the non-employee director submitted an award election, rounded down to the nearest whole share. Such award will be granted on the date of the annual meeting of stockholders and will vest quarterly in equal amounts, subject to the non-employee director continuing to be a service provider through each applicable vesting date. All awards granted to non-employee directors of our Board are subject to 100% vesting acceleration in connection with a “change in control” pursuant to our Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”). The table below shows compensation earned by our non-employee directors during 2025. Directors who are also our employees receive no additional compensation for their service as a director while they are also employees. During the year ended December 31, 2025, Mr. Smith served in the role of President and Chief Executive Officer and therefore is treated as a NEO. Mr. Smith’s compensation is set forth in the “2025 Summary Compensation Table” below.

  6. 2025 Director Compensation Table

    2025 Director Compensation Table

  7. 2025 Director Compensation Table

    | | Cash | Stock | All Other | | | Name | Compensation | Awards(1) | Compensation | Total | | Elizabeth Mora(2) | $132,500 | $179,998 | — | $312,498 | | Kevin King(3) | 65,000 | 179,998 | — | 244,998 | | Glenn Boehnlein(4) | 70,000 | 179,998 | — | 249,998 | | Heather Rider(5) | 62,500 | 179,998 | — | 242,498 | | Mary Kay Ladone(6) | 70,000 | 179,998 | — | 249,998 | | Mira Sahney(7) | 50,417 | 255,264 | | 305,681 | | Thomas A. West(8) | 4,583 | — | — | 4,583 |

  8. 2025 Director Compensation Table

    (1) For Ms. Mora, Mr. King, Mr. Boehnlein, Ms. Rider, Ms. Ladone and Ms. Sahney, represents the aggregate grant date fair value as computed in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See the notes to our audited financial statements included in our Annual Report on Form 10-K for fiscal year 2025 filed with the SEC on February 27, 2026 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock awards. (2) As of December 31, 2025, Ms. Mora had 30,612 shares issuable upon vesting of time-based RSUs. (3) As of December 31, 2025, Mr. King had 30,612 shares issuable upon vesting of time-based RSUs. (4) As of December 31, 2025, Mr. Boehnlein had 30,612 shares issuable upon vesting of time-based RSUs. (5) As of December 31, 2025, Ms. Rider had 30,612 shares issuable upon vesting of time-based RSUs. (6) As of December 31, 2025, Ms. Ladone had 30,612 shares issuable upon vesting of time-based RSUs. As of December 31, 2025, Ms. Sahney had 30,612 shares issuable upon vesting of time-based RSUs. As of December 31, 2025, Mr. West had no shares issuable upon vesting of time-based RSUs. Mr. West resigned from the Board effective January 31, 2025. Equity Ownership Guidelines We maintain equity ownership guidelines to further align interests of directors and executives with those of our stockholders. The guideline level for non-employee directors is three times the annual cash retainer for Board service. A more detailed description of these guidelines is provided in the “Equity Ownership Guidelines” section of this proxy statement below. As of December 31, 2025, the respective ownership levels of all of our non-employee directors met the current guidelines.

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is currently comprised of seven members. In accordance with our current Charter, our Board is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. On April 6, 2026, the Board appointed Mr. Vafa Jamali as a member of the Board as a Class I director, effective as of the Effective Date, with a term expiring at the Company’s 2027 annual meeting of stockholders. The Board also appointed Mr. Jamali to the Audit Committee and the Compliance Committee, effective as of the Effective Date. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of our Company.

  10. Executive Summary

    Executive Summary We believe we are a leader in portable oxygen concentrators and that the market for our technology remains under penetrated. We are committed to our purpose of improving lives through respiratory care. We believe we can create long-term stockholder value by focusing on increasing patient and physician awareness of our products, expanding clinical research, growing revenue, and optimizing our business. We maintain our belief that the need and patient preference for our best-in-class portable oxygen concentrators remains strong. 2025 Business Performance and Compensation Our 2025 results include: • Revenue of $348.7 million, an increase of 3.9% from 2024; • Gross margin of 44.2%, a decline compared to 46.1% in 2024; • Net loss of $22.7 million, or $0.86 per diluted share, compared to net loss of $35.9 million, or $1.52 per diluted share in 2024; and • Non-GAAP Adjusted EBITDA of positive $2.7 million, an improvement of 128.4% from 2024 compared to non-GAAP Adjusted EBITDA of negative $9.5 million in 2024. We define “Adjusted EBITDA” as earnings before interest expense, interest income, provision for incomes taxes, depreciation and amortization, stock-based compensation, acquisition-related expenses, legal and settlement expenses, and the change in fair value of earnout liability. Please see Appendix A attached to this proxy statement for a reconciliation of non-GAAP Adjusted EBITDA to net loss, as calculated in accordance with GAAP. Based on 2025 performance and as further described below, (i) annual bonus plan payouts were made to our senior executive team for 2025 at 60% of target payout levels and (ii) 77% of the third tranche of the performance-based equity awards granted to the NEOs in November 2023 and March 2024 vested. We believe the below-target annual cash incentive plan payout and vesting of performance-based equity awards during 2025 demonstrates the connection between performance and compensation outcomes for our NEOs. 2025 Say-on-Pay Vote and Stockholder Engagement Efforts Stockholder support for our say-on-pay proposals has historically been very strong, averaging 98% from 2018 to 2022, but declined to 71% at the June 2023 annual meeting. In response, we expanded stockholder outreach to better understand executive compensation-related concerns, which contributed to improved support of 93% of the votes cast in June 2024 and 91% of the votes cast in May 2025 in favor on our say-on-pay proposal of the compensation of the NEOs on an advisory basis. While stockholders remain supportive of our overall compensation design, the feedback we received emphasized strengthening pay‑for‑performance alignment. In response, we linked long‑term incentive awards granted from 2024 through 2026 to relative total shareholder return (“TSR”) versus the S&P Health Care Equipment Select Industry Index over a three‑year performance period. We believe these changes create a stronger incentive structure that continues to incentivize the senior leadership team to execute on strategies that drive our business results and reflect our stockholders’ preferences. We will continue to keep an open dialogue with our stockholders to help ensure that we have a regular input on their perspectives. 2025 Executive Compensation Program Our executive compensation program is designed to be competitive and balance our goals of attracting, motivating, rewarding, and retaining our executive officers and driving company performance. To align our executive officers’ interests with those of our stockholders, a substantial portion of each executive officer’s target annual total direct compensation opportunity is “at-risk,” meaning the amounts paid to each executive officer will vary based on our Company performance. In general, we target total cash compensation and other executive compensation levels to be within the median of our peer group and comparable to similarly situated executives. However, the specific competitiveness of any individual executive’s pay will be determined considering factors like the executive’s experience, skills and capabilities, contributions as a member of the executive management team, and contributions to our overall performance. The Compensation Committee also considers the sufficiency of total compensation potential and the structure of pay plans to ensure the hiring or retention of an executive when considering the competitive labor environment. Consistent with our pay-for-performance philosophy, we took the following actions during 2025 with respect to NEO compensation. • Competitive Cash Incentive Payments: In the first quarter of 2025, we established annual cash incentive opportunities to reflect competitive market conditions and overall strong performance and structured our 2025 cash incentive compensation plan to focus 50% on revenue and 50% on Adjusted EBITDA. Revenue and Adjusted EBITDA continued to be two key measurements of our growth and profitability, as the criteria for payment of cash incentives to the NEOs. To further incentivize driving growth and profitability, we re-weighted the key measurements for cash incentive payments. ▪ Based on our results in revenue and Adjusted EBITDA in 2025, our bonus pool was funded at 60% of target for our NEOs under the 2025 Incentive Plan (as defined below). ▪ Performance-Based and Time-Based Full Value Awards: During 2025, we granted long-term incentive compensation opportunities in the form of full value awards - RSUs. These equity awards are subject to performance- and/or time-based vesting requirements and are intended to further align our executives’ interests with those of our stockholders. The equity awards are weighted 50% on performance-based and 50% on time-based vesting requirements. In 2025, we achieved our below-target revenue goal; as a result, the 2025 tranche of our NEOs’ performance-based RSU awards vested at 77% of target for each of the awards granted in 2023 and 2024. Executive Compensation Governance Highlights We maintain sound governance standards consistent with our executive compensation policies and practices and we seek to adhere to the best practices for compensation and corporate governance purposes. The Compensation Committee and in certain cases, the independent members of our Board, evaluate our executive compensation program regularly to ensure that it supports our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent as well as protect our stockholders’ interests. These policies and practices were in effect during 2025: Compensation Governance

  11. Executive Summary

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

  12. Executive Compensation Philosophy and Program Design

    | Compensation Element | Description and Purpose | Key Features | | Base Salary (fixed cash) | To provide a competitive fixed level of cash compensation that reflects fulfillment of day-to-day responsibilities, skills, and experience. | Annual adjustments are based on both qualitative and quantitative factors such as: job level, responsibilities and prior experience and expertise, individual performance, future potential and competitive market practice and internal equity. Reviewed annually by our independent compensation consultants for market competitiveness within our peer group. | | Annual Cash Incentive (at-risk cash) | To incentivize and reward contributions of executive officers in achieving strong financial, operating and strategic objectives during the fiscal year by meeting or exceeding the established goals. To ensure a strong pay-for-performance culture, as payouts are based on performance achieved relative to goals and are not guaranteed. | Payouts are based on a pre-determined formula that, in 2025, included achievement of specified revenue and Adjusted EBITDA targets, as determined by the Compensation Committee or the independent members of the Board. Target incentive opportunities are typically consistent year over year and revisited annually based on peer group practices. Performance goals are set and approved by the Compensation Committee or the independent members of the Board in the first quarter of each year. Incentive payouts are capped at 200% of target. |

  13. Executive Compensation Philosophy and Program Design

    | Long-term Equity Incentive Compensation | To ensure strong performance, promote retention and align our executives’ interests with stockholders’ long-term interests through incentive compensation linked to our long-term financial and company stock price performance. With the exception of the prior year grants, equity compensation is denominated in dollar-based targets. | Equity awards are typically granted annually using a value-based approach of granting RSUs to our executive officers. These awards are subject to a mix of time-based (weighted 50%) or performance-based (weighted 50%) vesting conditions over a multi-year period. The value of the annual equity grants to each of our NEOs is established by the Compensation Committee or the independent members of the Board after reviewing such factors as the competitive levels at our compensation peer companies, and to recognize our outstanding performance and our executive officers’ contributions to that performance. |

  14. Governance of Executive Compensation Program

    Governance of Executive Compensation Program Role of Our Compensation Committee and our Board Our Compensation Committee, which operates under a written charter adopted by the Board, is primarily responsible for reviewing and approving or recommending to the Board the compensation arrangements for our executive officers. In carrying out these responsibilities, the Compensation Committee reviews all components of executive officer and director compensation for consistency with our compensation philosophy as in effect. The Compensation Committee’s review of the base salary levels, annual cash incentive compensation opportunities, and long-term equity incentive compensation opportunities of our executive officers, including the NEOs, generally occurs around the beginning of the year, or more frequently as warranted. To date, our Compensation Committee has not established any formal policies or guidelines for allocating compensation between short-term and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. However, as described above, our Compensation Committee seeks to provide a significant portion of our executive officer compensation in the form of variable, at-risk pay. Our Compensation Committee or the independent members of the Board approve executive compensation decisions after taking into account these recommendations and such other factors as they deem relevant and as further described below. Typically, executive compensation adjustments to cash compensation are effective in the first quarter of the year. Role of Our Executive Officers In connection with its review and approval or recommendations, our Compensation Committee considers the recommendations of our Chief Executive Officer regarding the compensation of our executive officers who report directly to him. These recommendations generally include annual adjustments to compensation levels and an assessment of each executive officer’s overall individual contribution, scope of responsibilities and level of experience. While our Compensation Committee retains discretion to set executive officer compensation, it gives considerable weight to our Chief Executive Officer’s recommendations because of his direct knowledge of each executive officer’s performance and contribution to our business. No other executive officer participates in the determination or recommendation of the amount or form of executive officer compensation, but our Board or our Compensation Committee may discuss with our Chief Executive Officer or Chief Financial Officer our financial, operating and strategic business objectives, incentive targets or performance goals. The Board or the Compensation Committee reviews and determines the appropriateness of the financial measures and performance goals, as well as assesses the degree of difficulty in achieving specific incentive targets and performance goals. Role of Compensation Consultant The Compensation Committee engages an independent compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its executive compensation review. For the first five months of 2025, the Compensation Committee retained Mercer to serve as its independent executive compensation consultant and for the last seven months of 2025, the Compensation Committee retained Aon to serve as its independent executive compensation consultant. Both Aon and Mercer reviewed the competitiveness of our compensation program for our senior executive officers and non-employee directors. Aon also advises, and Mercer advised, the Compensation Committee regarding various other executive and director compensation issues, as requested. No member of our management team participated in the Compensation Committee’s decision to retain Aon. Aon reports directly to the Compensation Committee, and the Compensation Committee may replace Aon or hire additional consultants at any time. Aon attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chairperson between meetings; however, the Compensation Committee, or the independent members of the Board, make all decisions regarding the compensation of our executives. Aon provides various compensation consulting services to the Compensation Committee with respect to our executives and other key employees pursuant to a written consulting agreement with the Compensation Committee. The services Aon provides under the agreement include advising the Compensation Committee on the principal aspects of the Company’s executive compensation program including evolving best practices and providing market information and analysis regarding the competitiveness of the Company’s executive compensation program design. Competitive Positioning In 2025, the Compensation Committee approved a group of peer group companies (the “Compensation Peer Group”). The Compensation Peer Group included similarly-situated medical device and diagnostic companies that were identified by Aon as companies with similar financial and growth characteristics and as competitors for executive talent based generally on the following criteria: • Had revenue for the trailing 12 months of $110 million to $1 billion (with selected exceptions); • Had market capitalization of $55 million to $550 million (with selected exceptions); • Had total employees of less than 2,500; and • Was in the healthcare equipment, supplies, providers, or services industry, which includes medical device companies The Compensation Peer Group consisted of 18 companies that met the industry and financial criteria. The following 18 companies comprised the Compensation Peer Group used to set compensation for 2025:

  15. Governance of Executive Compensation Program

    Certain information regarding the size and value of the Compensation Peer Group companies relative to us is based on estimated information in June 2024. Inogen was at approximately the 57th percentile of the Compensation Peer Group based on revenues for the trailing four quarters, and at approximately the 11th percentile of the Compensation Peer Group based on market capitalization. In making its 2025 compensation decisions, the Compensation Committee evaluated the target annual total direct compensation (annual base salary, annual cash incentives and long-term equity incentive) for each of our executive officers, including our NEOs, who were employed with us when we set annual compensation in 2025. In determining its recommendations for the Board on executive compensation, the Compensation Committee reviewed the market consensus data provided by Mercer. The Compensation Committee reviewed the market consensus data for each executive officer’s base salary and annual target cash incentive and for each executive officer’s long-term equity incentives noting most fall within the desired median of our peer group. In conducting its evaluation, the Compensation Committee also considered, among other factors, company performance, each element of compensation, the compensation package as a whole, each executive officer’s past and expected future contribution to our business and our financial performance, and internal pay equity based on the impact on the business and performance, and retention. We believe that this design allows us to meet the objectives of our executive compensation program, including attracting and retaining talented executives, while retaining flexibility to tailor compensation based on individual circumstances.

  16. Executive Compensation Elements

    Executive Compensation Elements Base Salary We provide an annual base salary to each of our executive officers, including our NEOs, to compensate each of them for services rendered during the year. Salaries are reviewed annually by the Compensation Committee or, at the request of the committee, the independent members of our Board, and adjusted for the ensuing year based on (i) both qualitative and quantitative factors such as company performance, job level, responsibilities and prior experience and expertise, individual performance, and future potential, (ii) internal review of the executive officer’s total compensation, individually and relative to our other executive officers with similar levels of responsibility within our organization and (iii) an evaluation of the compensation levels of similarly-situated executive officers in our Compensation Peer Group and in our industry generally. In setting the salaries of our other NEOs’ base salaries for 2025, we considered the recommendations of the Chief Executive Officer regarding the compensation of each of the NEOs who reported directly to him, the NEO’s role and responsibilities within the Company, and such other factors described above. We also considered the 50th percentile as a general guideline for the appropriate level of base salaries but do not attempt to benchmark base salary to any specific percentile. We believe that this approach to setting base salary levels allows us to be competitive, while retaining flexibility to tailor compensation based on individual circumstances. The 2025 base salaries for our NEOs were as follows:

  17. Executive Compensation Elements

    Cash Incentive Compensation Overview of 2025 Incentive Plan. We maintained a cash executive incentive compensation plan for 2025 (the “2025 Incentive Plan”) for our eligible, non-commissioned employees, including our executive officers. The 2025 Incentive Plan was designed to increase stockholder value and our success by motivating our employees, including our participating NEOs, to perform to the best of their abilities and achieve our objectives. The Compensation Committee determined the performance goals applicable to target awards under the 2025 Incentive Plan. Target Cash Incentive Opportunities. Each of our executive officers, including each of our NEOs, was assigned a target annual incentive compensation opportunity under the 2025 Incentive Plan, which was calculated as a percentage of his or her annual base salary as of the end of 2025. The annual cash incentive compensation opportunities and actual payouts of the NEOs for fiscal 2025 were:

  18. Executive Compensation Elements

    | | 2025 Target Annual Cash Incentive Compensation Opportunity (as a percentage of base salary) | 2025 Target Annual Cash Incentive Compensation Opportunity | 2025 Maximum Annual Cash Incentive Compensation Opportunity | 2025 Actual Annual Cash Incentive Compensation | | Name | (%) | ($)(1) | ($)(2) | ($)(3) | | Kevin R.M. Smith(4) | 100.0% | 710,000 | 1,420,000 | - | | Michael Bourque | 60.0% | 271,800 | 544,000 | 162,000 | | Kevin P. Smith | 50.0% | 216,500 | 433,000 | 130,000 | | Gregoire Ramade | 60.0% | 274,300 | 549,000 | 140,000 | | Jennifer Yi Boyer | 50.0% | 215,000 | 430,000 | 128,000 |

  19. Executive Compensation Elements

    The Compensation Committee reserved the right to increase, decrease, or eliminate any incentive payment that may be payable under the 2025 Incentive Plan, based on the factors it deemed relevant. 2025 Incentive Plan Achievement Our 2025 results were revenue of $348.7 million (resulting in a percentage achievement of 0%) and Adjusted EBITDA of positive $3.7 million (resulting in a percentage achievement of 120%). Accordingly, the 2025 Incentive Plan funded at an aggregate weighted payout percentage of 60% of target. The actual amount of each eligible NEO’s payment under the 2025 Incentive Plan is also set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table beginning on page 61. Long-Term Incentive Compensation - Annual Equity Grants We believe long-term incentive compensation is an effective means of focusing our executive officers, including the NEOs, on driving improved financial performance and increased stockholder value over a multi-year period, provides a meaningful reward for long-term value creation, and motivates them to remain employed with us. This approach aligns the contributions of our executive officers with the long-term interests of our stockholders and allows them to participate in any future appreciation in our common stock. In 2025, the Compensation Committee determined long-term incentive compensation as part of our annual compensation review and after considering a competitive market analysis, the recommendations of the Chief Executive Officer, the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our earnings, our Company performance and their contributions towards achieving performance, and the other factors described above. We did not benchmark long-term incentive compensation to any specific percentile. In February 2025, the Compensation Committee approved equity awards to our NEOs in the form of RSUs in the following amounts and on the following terms effective as of February 28, 2025:

  20. Executive Compensation Elements

    | | RSUs | | | | | Name | Time-based | Performance-based(1) | Total Target Number of Shares Subject to RSUs | Equity Awards (Aggregate Grant Date Fair Value) ($) | | Kevin R.M. Smith | 90,036 | 90,036 | 180,072 | $1,874,550 | | Michael Bourque | 51,020 | 51,020 | 102,040 | $1,062,236 | | Kevin P. Smith | 42,016 | 42,016 | 84,032 | $874,773 | | Gregoire Ramade | 39,015 | 39,015 | 78,030 | $812,292 | | Jennifer Yi Boyer | 39,015 | 39,015 | 78,030 | $812,292 |

  21. Executive Compensation Elements

    This column represents the performance-based RSUs granted at target levels of performance. Each time-based award vests as to one-third of the total number of RSUs on the first anniversary of the vesting commencement date and one-third of the total number of RSUs annually thereafter same day of the year as the vesting commencement date, subject to the NEO’s continued service with us. The vesting commencement date is typically March 1st. The performance-based awards are earned over a three-year period. If, prior to the end of any performance period, there is a “change in control” (as defined in the 2023 Plan), then shares corresponding to that performance period are achieved at target and will vest as of immediately prior to such change in control. The performance-based awards are earned based on the relative TSR of our stock in comparison to the S&P Health Care Equipment Select Industry Index as of December 31, 2027. In order to receive the target number of RSUs, our TSR must be in the 50th percentile of the TSR of the Comparison Group. No vesting will occur if our TSR is below the 25th percentile of the TSR of the Comparison Group. In order to receive 50% of the target number of RSUs, our TSR must be in the 25th percentile of the TSR of the Comparison Group. Any performance point of our TSR from the 25th percentile to the 50th percentile and from the 50th percentile to the 75th percentile of the TSR of the Comparison Group will vest based on linear interpolation of achievement. This award of performance-based RSUs will have a maximum payout of 200%. The Compensation Committee determined that the use of TSR as the performance measure for the 2025 performance-based equity awards would continue to incentivize our executive officers to drive stockholder value of our business and thus more closely aligned with our strategic objective of transforming the Company. Retirement, Welfare and Health Benefits Our executive officers are eligible to participate in our employee benefit programs on the same basis as our other full-time employees. We sponsor a 401(k) plan, which is intended to qualify for favorable tax treatment under Section 401(a) of the Code. All of our employees, including the NEOs, are eligible to participate on the first day of the month following the date of hire. The 401(k) plan includes a salary deferral arrangement under which participants may elect to defer up to 80% of their current eligible compensation not to exceed the statutorily prescribed limit and have their compensation deferral contributed to the 401(k) plan. Our health and welfare benefits include medical, dental and vision benefits, long-term disability insurance, basic life insurance coverage, health savings accounts, and accidental death and dismemberment insurance. We design our employee benefits programs to be affordable and competitive in relation to the market, and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices. Perquisites and Other Personal Benefits We do not provide perquisites or other personal benefits to our executive officers, including the NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. During 2025, none of the NEOs received perquisites or other personal benefits with the exception of Ms. Yi Boyer, who received reimbursement of relocation expenses (with all such expenses grossed up for applicable taxes), in accordance with her employment agreement. The agreement includes repayment provisions if her employment with us terminates sooner under certain circumstances, as described in further detail in the “Employment Agreements and Post-Employment Compensation” section below. The actual amounts paid to Ms. Yi Boyer in 2025 are set forth in the Summary Compensation Table below. We believed that providing this amount was necessary to assist with Ms. Yi Boyer's transition to work from our office in Plano, Texas. In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits for executive officers will be approved and subject to periodic review by the Compensation Committee. Employment Agreements In filling each of our executive officer positions, our Board and the Compensation Committee at the time of the executive officer’s appointment recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. Our Board and the Compensation Committee at the time of appointment were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. On November 10, 2023, we entered into an employment and severance agreement with Mr. K.R.M. Smith, our President and Chief Executive officer. Mr. Smith’s employment under the employment agreement is at will and may be terminated at any time by us or by Mr. Smith. Pursuant to the employment agreement, Mr. Smith will receive an annual base salary of $700,000 and a target annual performance bonus opportunity of one hundred percent of his annual base salary. The employment agreement also provided for a cash sign-on bonus of $1,700,000. The sign-on bonus was paid in two equal installments with the first installment paid on the second payroll date after the effective date and the second installment paid on the first payroll date following the first anniversary of the effective date, subject to Mr. Smith’s continued employment with us through the payment date for the second sign-on bonus installment. The employment agreement further provided for the payment or reimbursement of certain relocation expenses that Mr. Smith may incur, up to a maximum amount of $100,000. In addition, the employment agreement provided that we would gross up these payments and reimbursements for any applicable taxes. Mr. Smith’s employment agreement also provides for equity awards of RSUs covering an aggregate of 170,000 shares of our common stock, comprised of (i) 85,000 time-based RSUs and (ii) 85,000 performance-based RSUs. Subject to Mr. Smith’s continued service with us, one-third of the time-based RSUs will vest annually over three years. Subject to Mr. Smith’s continued service with us, the performance-based RSUs will vest based on our achievement of specified performance goals for each of 2024 and 2025. The time-based RSUs and performance-based RSUs are each subject to the terms and conditions of our 2023 Plan and applicable award agreements. The employment agreement also provides that beginning in March 2024 and for each year thereafter in which Mr. Smith serves as our CEO, he will be eligible for annual equity awards, on the same terms and conditions as the annual equity awards made to our similarly situated executives and as approved by the Board or the Compensation Committee.

  22. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Clawback Policy Effective as of October 2, 2023, we adopted a Clawback Policy to comply with the mandatory recovery of erroneously paid compensation rules of the Nasdaq Stock Market. The Clawback Policy, which is administered by our Compensation Committee, applies to our current and former executive officers. Under the Clawback Policy, if we are required to prepare an accounting restatement to correct our material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, a “Restatement”), we are obligated to recover erroneously awarded incentive-based compensation received from us by the executive officers. Incentive-based compensation includes any compensation that is granted, earned or vested based in whole or in part on the attainment of a financial reporting measure. Erroneously awarded incentive-based compensation is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on an applicable Restatement. Equity Ownership Guidelines We maintain equity ownership guidelines to further align interests of directors and executives with those of our stockholders. Each of our directors who receive compensation from us and each of our NEOs shall comply with the minimum ownership levels and timing of compliance outlined in the equity ownership guidelines. The following are the current guideline levels: • Non-employee director: 3 times the annual cash retainer for Board service • CEO: 5 times his/her annual base salary • Executive Vice Presidents: 3 times his/her annual base salary If a director who receives compensation from us or NEO fails to reach, or falls below, the minimum ownership level set forth in the equity ownership guidelines, he or she may be required to retain 100% of any net shares derived from vested awards under our equity incentive plans until his or her minimum ownership level is met or, if necessary, to retain the minimum ownership level. The individuals subject to these guidelines will have until the later of the fifth anniversary of the effective date of the guidelines or, if applicable, five years after the date the covered individual is appointed or elected, as applicable, to his or her position to comply with the minimum stock ownership requirement. Timing of Equity Grants The timing of annual equity compensation award grants has been generally consistent, with grants being made at the regularly scheduled meetings of our Compensation Committee and Board in March of each year. We do not have any program, plan or obligation that requires us to grant equity awards on specified dates, although we make annual equity grants in March of each year to allow management, the Compensation Committee and the Board to review all elements of compensation at the same point in the year. We do not have any program, plan or practice to time grant dates of equity compensation awards to our executive officers in coordination with the release of material nonpublic information. The Board, with respect to our CEO, and the Compensation Committee, with respect to our other NEOs, may also grant equity awards from time to time in recognition of a NEO’s expanded duties and responsibilities or continuing contributions to the Company’s performance. Policy Prohibiting Insider Trading, Hedging, Short Sales or Pledging of Our Equity Securities We have adopted an insider trading policy that governs trading in securities, to help the Company minimize its legal and reputational risk. Subject to certain limited exceptions contained in our insider trading compliance policy, our insider trading compliance policy prohibits all our employees, including our executive officers, and the members of our Board from (i) directly or indirectly engaging in any transaction involving our securities while aware of material nonpublic information relating to us, (ii) engaging in transactions involving the securities of any other company while aware of material nonpublic information about that company, (iii) disclosing material nonpublic information concerning us or any other company to friends, family members or any other person or entity not authorized to receive such information where such person or entity may benefit by trading on the basis of such information, (iv) engaging in derivative securities transactions, including hedging, regarding our common stock, (v) engaging in short sales of our securities, and (vi) pledging our securities as collateral or holding our securities in a margin account. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable Nasdaq listing standards. A copy of the policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  23. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table, footnotes, and narrative provide information regarding the compensation awarded to, or earned by, our executive officers, including each of our NEOs, during 2025, 2024 and 2023.

  24. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total Compensation | | Kevin R.M. Smith | 2025 | $711,077 | $— | $1,874,550(3) | $— | $28,177(4) | $2,613,804 | | Chief Executive Officer and President, Director | 2024 | $705,385 | $850,000 | $1,187,025(5) | $1,410,769 | $6,600(4) | $4,159,779 | | | 2023 | $107,692 | $850,000 | $824,500(6) | $— | $14,056(4) | $1,796,248 | | Michael Bourque | 2025 | $450,112 | $— | $1,062,236(7) | $162,040 | $34,227(4) | $1,708,615 | | Former Executive Vice President, Chief Financial Officer, and Corporate Treasurer (16) | 2024 | $354,711(8) | $100,000(9) | $1,002,000(10) | $425,654 | $5,558(4) | $1,887,923 | | Kevin P. Smith | 2025 | $432,515 | $— | $874,773(11) | $129,755 | $25,966(4) | $1,463,009 | | General Counsel & EVP Business Development | 2024 | $189,000(12) | $100,000(9) | $499,991(13) | $189,000 | $—(4) | $977,991 | | Gregoire Ramade | 2025 | $447,354 | $— | $812,292 | $158,199 | $1,226 | $1,419,071 | | Executive Vice President, Chief Commercial Officer | 2024 | $386,778 | $— | $— | $486,180 | $— | $872,958 | | Jennifer Yi Boyer | 2025 | $426,692 | $— | $812,292(14) | $128,008 | $102,395(4)(15) | $1,469,387 | | Executive Vice President, Enterprise Enablement and Chief Human Resources Officer | | | | | | | |

  25. 2025 Summary Compensation Table

    (1) The amounts reported in the Stock Awards column represent the aggregate grant date fair value of time-based RSUs and performance-based RSUs granted under our Plan to our applicable NEOs calculated in accordance with FASB ASC Topic 718. The grant date fair value of time-based RSUs is determined using the fair value of our common stock on the date of grant. The grant date fair value of performance-based RSUs with a performance measure is calculated based on the fair value of our common stock on the date of grant and probable outcome of the performance measures for applicable performance period as of the date on which the performance-based RSUs are granted. The grant date fair value of performance-based RSUs with a market condition is calculated based on the fair value of the total shareholder return component using a Monte Carlo simulation model and related valuation assumptions for the applicable performance period as of the date on which the performance-based RSUs are granted. The estimated fair value for performance-based RSUs is different from (and lower than) the maximum value of performance-based RSUs set forth below. These amounts do not necessarily correspond to the actual value recognized by our NEOs. For a discussion of valuation assumptions, see the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026. (2) The amounts reported in the Non-Equity Incentive Plan Compensation column represent amounts earned by our applicable NEOs under and payable under the 2025 Incentive Plan, which were paid in the subsequent fiscal year. (3) Includes the grant date value of $750,000 for time-based RSUs and $1,124,550 for performance-based RSUs. (4) In the case of each NEO (other than Mr. Ramade), reflects the matching contributions made by the Company to the Company’s 401(k) plan paid on behalf of the executive by the Company. (5) Includes the grant date value of $597,125 for time-based RSUs and $589,900 for performance-based RSUs. (6) Includes the grant date value of $412,250 for time-based RSUs and probable value of $412,250 for performance-based RSUs. As of the grant date, the value of the maximum potential payout for such performance-based RSUs was $824,500. (7) Includes the grant date value of $424,997 for time-based RSUs and $637,240 for performance-based RSUs. (8) The salary for Mr. Bourque for 2024 reflects a start date of March 4, 2024 and a base salary of $425,000 on a pro rata basis. (9) Reflects a sign-on bonus in accordance with Mr. Bourque and Mr. K.P. Smith’s respective employment agreements. (10) Includes the grant date value of $501,000 for time-based RSUs and $501,000 for performance-based RSUs. As of the grant date, the value of the maximum potential payout for such performance-based RSUs was $1,002,000. (11) Includes the grant date value of $349,993 for time-based RSUs and $524,780 for performance-based RSUs. (12) The salary for Mr. K.P. Smith for 2024 reflects a start date of July 22, 2024 and a base salary of $420,000 on a pro rata basis. (13) Includes the grant date value of $499,991 for time-based RSUs. (14) Includes the grant date value of $324,995 for time-based RSUs and probable value of $487,297 for performance-based RSUs. (15) Reflects a $78,392 of relocation gross up, in accordance with Ms. Yi Boyer’s employment agreement. Mr. Bourque stepped down as our Executive Vice President, Chief Financial Officer, and Corporate Treasurer effective April 6, 2026.

  26. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information regarding grants of plan-based awards to each of our NEOs during the fiscal year ended December 31, 2025. For more information, please refer to the section titled “Executive Compensation-Compensation Discussion and Analysis.”

  27. Grants of Plan-Based Awards in 2025

    | | Grant | Compensation Committee Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | All Stock Awards: Number of | Grant Date Fair Value of Stock | | Name | Date | Date | Target | Maximum | Target | Maximum | Units(3) | Awards(4) | | Kevin R.M. Smith | 2/28/2025 | 2/12/2025 | $710,000 | $1,420,000 | — | — | | | | | 2/28/2025 | 2/12/2025 | | | — | — | 90,036 | $750,000 | | | 2/28/2025 | 2/12/2025 | | | 90,036 | 180,072 | | $1,124,550 | | Michael Bourque | 2/28/2025 | 2/12/2025 | $271,800 | $544,000 | — | — | | | | | 2/28/2025 | 2/12/2025 | | | — | — | 51,020 | $424,997 | | | 2/28/2025 | 2/12/2025 | | | 51,020 | 102,040 | | $637,240 | | Kevin P. Smith | 2/28/2025 | 2/12/2025 | $216,500 | $433,000 | — | — | | | | | 2/28/2025 | 2/12/2025 | | | — | — | 42,016 | $349,993 | | | 2/28/2025 | 2/12/2025 | | | 42,016 | 84,032 | | $524,780 | | Gregoire Ramade | 2/28/2025 | 2/12/2025 | $274,300 | $549,000 | — | — | | | | | 2/28/2025 | 2/12/2025 | | | — | — | 39,015 | $324,995 | | | 2/28/2025 | 2/12/2025 | | | 39,015 | 78,030 | | $487,297 | | Jennifer Yi Boyer | 2/28/2025 | 2/12/2025 | $215,000 | $430,000 | — | — | | | | | 2/28/2025 | 2/12/2025 | | | — | — | 39,015 | $324,995 | | | 2/28/2025 | 2/12/2025 | | | 39,015 | 78,030 | | $487,297 |

  28. Grants of Plan-Based Awards in 2025

    (1) This column represents awards granted under our 2023 Plan. These columns show the awards that were possible at the target and maximum levels of performance. The actual amounts paid to our NEOs are set forth in the “Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the “Compensation Discussion and Analysis—Cash Incentive Compensation” section above. (2) This column represents awards of performance-based RSUs granted under our 2023 Plan, which are described in further detail above in the “Compensation Discussion and Analysis” and below in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table. These columns show the awards that were possible at the target and maximum levels of performance. (3) This column represents awards of time-based RSUs granted under our 2023 Plan, which are described in further detail above in the “Compensation Discussion and Analysis” and below in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table. The amounts in this column represent the grant date fair market value of stock awards granted in fiscal 2025 and calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value recognized by our NEOs. For a discussion of valuation assumptions, see the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026.

  29. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents certain information concerning equity awards held by our NEOs, as of December 31, 2025. None of our NEOs held any stock option awards as of December 31, 2025.

  30. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Kevin R.M. Smith | 11/10/2023 | 28,333(2) | $190,398 | — | $- | | | 11/10/2023 | — | $- | 42,500(3) | $285,600 | | | 3/1/2024 | 56,667(4) | $380,802 | — | $- | | | 4/4/2024 | | $- | 85,000(5) | $571,200 | | | 2/28/2025 | 90,036(6) | $605,042 | — | $- | | | 2/28/2025 | — | — | 90,036(7) | $605,042 | | Michael Bourque | 3/4/2024 | 50,000(8) | $336,000 | — | $- | | | 3/4/2024 | — | $- | 37,500(9) | $252,000 | | | 2/28/2025 | 51,020(6) | $342,854 | — | $- | | | 2/28/2025 | — | $- | 51,020(7) | $342,854 | | Kevin P. Smith | 7/22/2024 | 36,271(10) | $243,741 | — | $- | | | 2/28/2025 | 42,016(6) | $282,348 | | | | | 2/28/2025 | — | $- | 42,016(7) | $282,348 | | Gregoire Ramade | 11/6/2023 | 31,565(2) | $212,117 | — | $- | | | 2/28/2025 | 39,015(6) | $262,181 | — | $- | | | 2/28/2025 | — | $- | 39,015(7) | $262,181 | | Jennifer Yi Boyer | 2/28/2023 | 4,680(11) | $31,450 | — | $- | | | 2/28/2023 | — | $- | 4,680(3) | $31,450 | | | 3/1/2024 | 14,664(4) | $98,542 | — | $- | | | 4/4/2024 | — | $- | 21,997(5) | $147,820 | | | 2/28/2025 | 39,015(6) | $262,181 | — | $- | | | 2/28/2025 | — | — | 39,015(7) | $262,181 |

  31. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) The market value of unvested shares is calculated by multiplying the number of unvested shares held by the applicable NEO by the closing price of our common stock on December 31, 2025, which was $6.72 per share. (2) These amounts represent awards of time-based RSUs granted under our 2023 Plan. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is December 1, 2023. (3) This is an award of performance-based RSUs granted under our 2023 Plan. The number of RSUs in the “Unearned Shares, Units or Other Rights That Have Not Vested” column represents 100% of the third tranche of the award of performance-based RSUs. In accordance with the terms of the award, the Compensation Committee will assess the performance conditions related to the third tranche following the 2025 fiscal year. (4) These amounts represent awards of time-based RSUs granted under our 2023 Plan. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is March 1, 2024. (5) This is an award of performance-based RSUs granted under our 2023 Plan. The number of RSUs in the “Unearned Shares, Units or Other Rights That Have Not Vested” column represents 100% of award of performance-based RSUs. In accordance with the terms of the award, the Compensation Committee will assess the performance conditions as of December 31, 2027. These amounts represent awards of time-based RSUs granted under our 2023 Plan. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is March 1, 2024. This is an award of performance-based RSUs granted under our 2023 Plan. The number of RSUs in the “Unearned Shares, Units or Other Rights That Have Not Vested” column represents 100% of award of performance-based RSUs. In accordance with the terms of the award, the Compensation Committee will assess the performance conditions as of December 31, 2028. These amounts represent awards of time-based RSUs granted under the 2024 CFO Inducement Grant. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is March 1, 2024. (9) This is an award of performance-based RSUs granted under the 2024 CFO Inducement Grant. The number of RSUs in the “Unearned Shares, Units or Other Rights That Have Not Vested” column represents 100% of the second tranche of the award of performance-based RSUs. In accordance with the terms of the award, the Compensation Committee will assess the performance conditions related to the second tranche following the 2025 fiscal year. (10) These amounts represent awards of time-based RSUs granted under our 2023 Plan. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is September 1, 2024. (11) These amounts represent awards of time-based RSUs granted under our 2023 Plan. The time-based RSUs vest over three years, one-third of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date, and one-third of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date. The vesting commencement date for these awards is March 1, 2023.

  32. Option Exercises and Stock Awards Vesting During Fiscal 2025

    Option Exercises and Stock Awards Vesting During Fiscal 2025 The following table sets forth the number of shares acquired on vesting and the value realized on vesting of stock awards held by each of the NEOs during the fiscal year ended December 31, 2025. None of our NEOs exercised any stock options during the fiscal year ended December 31, 2025.

  33. Option Exercises and Stock Awards Vesting During Fiscal 2025

    | | Stock Awards | | | | Number of shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($)(1) | | Kevin R.M. Smith | 110,642 | 882,547 | | Michael Bourque | 72,625 | 604,966 | | Kevin P. Smith | 18,135 | 144,899 | | Gregoire Ramade | 31,566 | 219,384 | | Jennifer Yi Boyer | 23,633 | 196,863 |

  34. Option Exercises and Stock Awards Vesting During Fiscal 2025

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

  35. Potential Payments Upon Termination or Upon Change in Control

    Potential Payments Upon Termination or Upon Change in Control The executive employment agreements we entered into with our current NEOs provide for the severance compensation described below. Employment Agreements We entered into (i) an employment agreement with Kevin R.M. Smith, our Chief Executive Officer, effective November 10, 2023, (ii) an employment agreement with Michael Bourque, Executive Vice President, Chief Financial Officer, effective March 4, 2024, (iii) an employment agreement with Kevin P. Smith, our Executive Vice President, General Counsel, Business Development and Corporate Secretary, effective July 22, 2024, (iv) an amended employment agreement with Gregoire Ramade, our Executive Vice President, Chief Commercial Officer, effective January 2, 2024 and an employment agreement with Jennifer Yi Boyer, our Executive Vice President, Chief Human Resources Officer and Enterprise Enablement, effective February 14, 2022. Each agreement provides that if the applicable NEO’s employment is terminated without “cause” (excluding by reason of death or disability) or the NEO resigns for “good reason” (as such terms are defined in the employment agreement) outside of the period beginning three months before a change in control (as defined in the employment agreement) and ending 12 months after a change in control (the “Change in Control Period”), such NEO will be eligible to receive the following benefits if he or she timely signs and does not revoke a release of claims and continues to comply with certain covenants in the employment agreement and his or her at-will employment, confidential information, invention assignment, and arbitration agreement with the Company: Continued payment of his or her base salary (the “NEO Severance Payments”) for a period of 12 months (or in the case of Mr. K.R.M. Smith, 24 months); and • Throughout the period during which he or she would be able to obtain COBRA coverage, the NEO and his or her eligible dependents will only be required to pay the portion of the costs of medical benefits as he or she was required to pay as of the date of his termination, or he or she will receive taxable monthly payments for the equivalent period in the event the Company determines that the COBRA subsidy could violate applicable law (the “NEO COBRA Benefits”). If, during the Change of Control Period, the NEO’s employment is terminated without cause (excluding by reason of death or disability) or he or she resigns for good reason, he or she will be eligible to receive (i) the NEO Severance Payments for a period of 24 months following his or her termination (or in the case of Mr. K.R.M. Smith, payment will be made in a lump sum) and (ii) the NEO COBRA Benefits. In the event any of the amounts provided for under an employment agreement or otherwise payable to the NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the NEO would be entitled to receive either full payment of benefits under the employment agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO. None of the aforementioned employment agreements require us to provide any tax gross-up payments. Mr. Bourque stepped down as our Executive Vice President, Chief Financial Officer, and Corporate Treasurer effective April 6, 2026. Mr. Bourque will remain employed by us as a Senior Advisor and will provide transition services to us through no later than June 30, 2026. The terms of Mr. Bourque’s employment will continue to be governed by the terms of his employment agreement during the transition period and he will receive severance benefits consistent with a termination without “cause” as described in the section titled “Executive Compensation—Potential Payments Upon Termination or Upon Change in Control.” Equity Incentive Plans The 2023 Plan provides employees, including our NEOs, with certain vesting acceleration protections in connection with a change in control. In the event of an “involuntary termination” (as defined in the 2023 Plan) occurring on or within 12 months following a “change in control” (as defined in the 2023 Plan), a participant will fully vest in and have the right to exercise all outstanding options and stock appreciation rights, including with respect to shares that would not otherwise have been vested or exercisable. In addition, all restrictions on RSUs will lapse and, with respect to awards subject to performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels, and all other applicable conditions will be deemed satisfied. Outstanding Performance-based Equity Awards Granted to the NEOs Under the terms of the outstanding performance-based awards held by the NEOs, if, prior to the end of any performance period, there is a “change in control” (as defined in the 2023 Plan), then the target number of shares corresponding to that performance period will vest as of immediately prior to such change in control. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described below, assuming that the triggering event took place on December 31, 2025, the last day of our fiscal year.

  36. Potential Payments Upon Termination or Upon Change in Control

    | | Death or Disability | Change in Control | Termination Without Cause or Resignation for Good Reason Not in connection with a Change in Control | Termination Without Cause or Resignation for Good Reason in connection with a Change in Control | | Name | ($) | ($) | ($) | ($)(1) | | Kevin R.M. Smith | | | | | | Severance payment | — | — | 1,420,000 | 1,420,000 | | Accelerated vesting(2) | — | 1,461,842 | — | 2,638,084 | | Michael Bourque | | | | | | Severance payment | — | — | 453,000 | 906,000 | | Accelerated vesting(2) | — | 594,854 | — | 1,273,709 | | Kevin P. Smith | | | | | | Severance payment | — | — | 433,000 | 866,000 | | Accelerated vesting(2) | — | 282,348 | — | 808,436 | | Gregoire Ramade | | | | | | Severance payment | — | — | 457,000 | 914,000 | | Accelerated vesting(2) | — | 262,181 | — | 736,478 | | Jennifer Yi Boyer | | | | | | Severance payment | — | — | 430,000 | 860,000 | | Accelerated vesting(2) | — | 441,450 | — | 833,623 |

  37. Potential Payments Upon Termination or Upon Change in Control

    For purposes of the severance payments and continued health coverage benefit under the NEOs’ employment agreements, a qualifying termination of employment is considered “in connection with a change in control” if such termination occurs within the period commencing three months before and ending 12 months after a “change of control” (as defined in the NEO’s employment agreement). For purposes of the accelerated vesting under the 2023 Plan, a qualifying termination of employment is considered “in connection with a “change in control” if such termination occurs on or within 12 months after a change in control (as defined in the applicable plan). (2) For purposes of valuing accelerated vesting, the values indicated in the table are calculated as the $6.72 closing price of a share of our common stock on December 31, 2025, multiplied by the number of shares subject to the equity awards that are accelerated.

  38. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted rules requiring annual disclosure of the ratio of the median employee’s total annual compensation to our CEO’s total annual compensation. For purposes of determining our CEO’s total annual compensation, we elected to use the total annual compensation of Mr. Smith, who was serving as our CEO on the date used to determine the median employee. For our last completed fiscal year, which ended December 31, 2025: • The median employee’s total annual compensation was $74,060. The median employee was determined based on the assumptions stated below. • Mr. Smith’s total annual compensation was $2,613,804. Based on the above, for 2025, the ratio of Mr. Smith’s total annual compensation to the median employee’s total annual compensation of all employees was approximately 35 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended (the “CEO Pay Ratio Disclosure Rule”). For purposes of this year’s disclosure under the CEO Pay Ratio Disclosure Rule, we determined the median employee as of December 31, 2025, at which time we and our consolidated subsidiaries had approximately 753 employees, 724 of whom were U.S. employees, and approximately 29 (or approximately 3.9% of our total employee population) of whom are located outside of the United States in the Netherlands, France and Germany. In accordance with the permitted methodology for determining the “median employee”, we excluded all non-U.S. employees from our calculations. We then compared the total annual cash compensation earned by these employees for 2025 to determine the median employee, annualizing the compensation of all full-time and part-time employees who started their employment with us in 2025 but did not work for us or our consolidated subsidiary for the entire year. Once we identified our median employee, we estimated such employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median employee total annual compensation disclosed above. We determined Mr. Smith’s total annual compensation amount by taking the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy.

  39. Pay Versus Performance Information

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

  40. Pay Versus Performance Information

    | | | | | | | | | | Value of Initial Fixed $100 Investment(2) | | | | | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) | Summary Compensation Table Total for Third PEO(1) | Compensation Actually Paid to First PEO(1)(3) | Compensation Actually Paid to Second PEO(1)(3) | Compensation Actually Paid to Third PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Other NEOs(2) | Company Total Shareholder Return(4) | Peer Group Shareholder Return(5) | Net Loss (in thousands) | Revenue (in thousands)(6) | | 2025 | $— | $— | $3,040,449 | $— | $— | $1,870,612 | $1,515,021 | $1,120,577 | $15.04 | $77.59 | $22,747 | $348,668 | | 2024 | N/A | N/A | $4,159,779 | N/A | N/A | $5,424,192 | $961,477 | $890,013 | $20.52 | $77.83 | $35,888 | $335,705 | | 2023 | $4,285,973 | N/A | $1,796,249 | $(1,361,607) | N/A | $1,730,055 | $1,077,534 | $(137,137) | $12.29 | $74.07 | $102,449 | $315,660 | | 2022 | $6,266,951 | N/A | N/A | $3,242,134 | N/A | N/A | $2,042,824 | $1,345,095 | $44.11 | $78.99 | $83,772 | $377,241 | | 2021 | $7,036,373 | $224,134 | N/A | $5,614,398 | $(3,110,485) | N/A | $1,224,031 | $601,092 | $76.10 | $103.04 | $6,333 | $358,003 |

  41. Pay Versus Performance Information

    (1) The Third PEO is Kevin R.M. Smith, whose service commenced effective November 10, 2023; the First PEO is Nabil Shabshab, who served from February 8, 2021 to November 9, 2023; and the Second PEO is Scott Wilkinson, who served from January 1, 2017 to February 7, 2021. (2) The Non-PEO NEOs for each applicable year are: a. 2025: Michael Bourque, Kevin P. Smith, Gregoire Ramade, and Jennifer Yi Boyer. a. 2024: Michael Bourque, Kevin P. Smith, Gregoire Ramade, and Stanislav Glezer. b. 2023: Stanislav Glezer, Jason Somer, Michael Sergesketter, Kristin Caltrider, George Parr, and Bart Sanford. c. 2022: Kristin Caltrider, George Parr, Stanislav Glezer, Jason Somer, and Michael Sergesketter. d. 2021: Michael Sergesketter, George Parr, Stanislav Glezer, Bart Sanford, Alison Bauerlein, and Byron Myers. (3) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The following table details the applicable adjustments that were made to determine CAP (adjustments for pension or dividend payments are not covered, as Inogen does not have supplemental executive requirement plans and does not pay dividends on equity awards, and due to rounding, the calculated final value of the numbers shown in the following table may not equal the values reported above). For any tranche of a performance-based equity award with a performance period ending on the last day of a reported fiscal year, the entire tranche was treated as unvested and outstanding for purposes of the following table and Pay Versus Performance table above, since the portion of the tranche that was earned (if any) and the portion of the tranche that was forfeited (if any) were not determined until after the end of such fiscal year. TSR is measured based on an initial fixed investment of $100 made in the Company’s common stock or the stock represented by the peer group (as applicable) (as applicable) on the market close on the last trading day before the earliest fiscal year in the table, assuming the reinvestment of any dividends. The peer group is the S&P Healthcare Equipment and Supplies Index, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K disclosure in our Annual Report on Form 10-K for the year ended December 31, 2025. The Company-selected measure is GAAP revenue.

  42. Pay Versus Performance Information

    | | | | Equity Awards | | | | | | | Year | Executives | SCT Total | Deduct Stock & Option Awards | Deduct Awards Forfeited Due to Failure to Achieve the Applicable Vesting Conditions | Add Year End Value of Unvested Equity Granted in the Year | Add Change in Value of Unvested Awards Granted in Prior Years | Add Change in Value of Vested Equity Award in Year | Add Change in Value of Vested Equity Granted in Prior Years | | 2025 | Third PEO | $3,040,449 | $1,874,550 | $— | $1,428,871 | $(496,532) | $— | $(227,627) | | | Other NEOs* | $1,515,021 | $890,398 | $— | $678,704 | $(115,950) | $— | $(66,799) | | 2024 | Third PEO | $4,159,779 | $1,187,025 | $— | $1,627,750 | $704,123 | $— | $119,565 | | | Other NEOs* | $961,477 | $403,922 | $61,165 | $313,546 | $38,720 | $— | $41,357 | | 2023 | First PEO | $4,285,973 | $2,199,974 | $3,261,591 | $— | $— | $— | $(186,015) | | | Third PEO | $1,796,249 | $824,500 | $— | $758,306 | $— | $— | $— | | | Other NEOs* | $1,077,534 | $615,994 | $376,717 | $65,514 | $(240,808) | $— | $(46,666) | | 2022 | First PEO | $6,266,951 | $5,323,950 | $— | $2,885,206 | $(533,657) | $— | $(52,417) | | | Other NEOs* | $2,042,824 | $1,206,173 | $— | $638,363 | $(97,139) | $(9,331) | $(23,448) | | 2021 | First PEO | $7,036,373 | $3,799,935 | $— | $2,377,960 | $— | $— | $— | | | Second PEO | $224,134 | $— | $3,191,803 | $— | $— | $— | $(142,816) | | | Other NEOs* | $1,224,031 | $683,297 | $277,236 | $410,474 | $(72,875) | $— | $(6) |

  43. Pay Versus Performance Information

    * Presented on an averaged basis. Relationship Between Compensation Actually Paid (CAP) and TSR, Net Loss, and Revenue The graphs below show the relationship (i) between CAP and the Company’s TSR and between the Company’s TSR and our peer group’s TSR, (ii) between CAP and the Company’s net loss, and (iii) between CAP and revenue. Tabular List of Financial Performance Measures The following lists the financial performance measures that we believe represent the most important financial performance measures used to link compensation actually paid to our NEOs for 2025 to Company performance:

  44. Pay Versus Performance Information

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