Inspire Medical Systems, Inc DEF 14A, filed Mar 19, 2024

About this DEF 14A

Inspire Medical Systems, Inc. (INSP)

DEF 14A 2024-03-19 For: 2024-05-02

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Added on June 12, 2026

on the Board since 2008 as one of our original board members. We also thank Ms. Nelson for her many years of dedicated service as Chair of the Board. Dr. Griffin and Ms. Nelson both had a profound impact on our Board, organization, and employees and their contributions to Inspire are immeasurable.

With Ms. Nelson’s departure as Chair of our Board, I look forward to taking on the additional role of Board Chair, effective at the conclusion of the Annual Meeting. I also congratulate Gary L. Ellis on his appointment by our Board to the role of Lead Independent Director.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

Timothy P. Herbert
President & Chief Executive Officer

Inspire Medical Systems, Inc filed this DEF 14A on March 19, 2024.

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						INSPIRE MEDICAL SYSTEMS, INC. 5500 WAYZATA BLVD., SUITE 1600 GOLDEN VALLEY, MN 55416
						March 19, 2024
						Dear Fellow Stockholders:
						On behalf of the Board of Directors, I cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Inspire Medical Systems, Inc., which will be held on Thursday, May 2, 2024, beginning at 8:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.
						Our Board and management team drove strong business expansion and sleep innovation
						In 2023, our Board of Directors and management oversaw another successful year of outstanding financial and operational performance. Inspire continued to achieve significant top line revenue growth, made advancements in achieving profitability with our first quarter with operating profits, and expanded full-year gross margin in 2023 as compared to 2022.
						Further, we continued to demonstrate our commitment to enhancing patient lives through sleep innovation by obtaining U.S. Food and Drug Administration (“FDA”) approval to increase our indication labeling to include patients with an Apnea Hypopnea Index up to 100 events per hour, increase the Body Mass Index warning labeling from 32 to 40, and expand our indication to provide therapy to certain pediatric patients with Down syndrome. We also made meaningful progress on the path to obtaining approval of our next generation Inspire system.
						Our talented and experienced Board remains steadfast in its focus on strong corporate governance
						The Board is committed to maintaining strong corporate governance policies and practices, which the Board regularly reviews to help ensure they are aligned with the Board’s and management’s goal of maximizing long-term stockholder value. Consistent with this commitment, in 2023 we updated our Corporate Governance Guidelines to enhance certain aspects of our corporate governance policies. The updates include enhancements intended to encourage greater director continuing education participation and updates to the director election process intended to enhance accountability to stockholders and responsiveness to stockholders’ votes when a director fails to receive a majority of the votes cast for his or her election.
						Additionally, in response to management’s engagement efforts with stockholders in 2023, we are providing in this Proxy Statement more detailed disclosures addressing the Board’s rationale for maintaining our classified board structure, plurality voting standard for director elections, and supermajority voting standards, all of which we believe continue to be in the best interests of Inspire and our stockholders.
						We added medical device industry expertise to our Board and are prepared for Board leadership changes
						We welcomed Myriam J. Curet, M.D. as an independent director to our Board in December 2023. We are thrilled to have Dr. Curet join us, bringing her extensive business and executive leadership experience in the medical device industry.
						In early 2024, we announced the retirement of Jerry C. Griffin, M.D. and Marilyn Carlson Nelson, effective at the conclusion of the Annual Meeting. The Board of Directors and management thank Dr. Griffin for his sixteen years of service on our Board, having served

Proposal 1	Elect Shelley G. Broader, Myriam J. Curet, M.D., and Casey M. Tansey as Class III directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified	The three nominees receiving the largest number of affirmative “FOR” votes will be elected as Class III directors	FOR
Proposal 2	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024	Majority of votes cast	FOR
Proposal 3	Approve, on an advisory (non-binding) basis, of the compensation of our named executive officers	Majority of votes cast	FOR
	Transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof


by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 1, 2024 (have your Notice and Access Card or proxy card in hand when you visit the website);			by toll-free telephone until 11:59 p.m. Eastern Time on May 1, 2024, at 1-800- 690-6903 (be sure to have your Notice or proxy card in hand when you call);			by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); or			by attending and voting at the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/ INSP2024, where stockholders may vote and submit questions (before and during) the Annual Meeting. Please have your Notice and Access Card or proxy card in hand when you visit the website.

			Page
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			5
Board Size, Structure, and Election Process			5
Current Directors and Terms			5
Nominees for Director			6
Board Recommendation			6
Information About Board Nominees and Continuing Directors			7
Class III Director Nominees for Election to Three-Year Terms Expiring at the 2027 Annual Meeting of Stockholders			8
Class I Directors Whose Terms Expire at the 2025 Annual Meeting of Stockholders			11
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders			14
CORPORATE GOVERNANCE			17
Corporate Governance Guidelines			17
Governance Structure			17
Board Leadership Structure			19
Director Independence			19
Board Committees			20
Audit Committee			21
Organization and Compensation Committee			22
Nominating and Corporate Governance Committee			23
Board and Board Committee Meetings and Attendance			23
Executive Sessions			23
Director Attendance at Annual Meeting of Stockholders			24
Director Nomination Process			24
Board Role in Risk Oversight			25
Committee Charters and Corporate Governance Guidelines			26
Code of Business Conduct and Ethics			26
Anti-Hedging Policy			26
Communications with the Board			27
Stockholder Engagement			27
DIRECTOR COMPENSATION			28
Non-Employee Director Compensation Policy			28
Director Compensation Table for Fiscal 2023			29
PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			31
Appointment of Independent Registered Public Accounting Firm			31
Board Recommendation			31
Audit, Audit-Related, Tax, and All Other Fees			32
Pre-Approval Policies and Procedures			32
AUDIT COMMITTEE REPORT			33
EXECUTIVE OFFICERS			34
PROPOSAL NO. 3 — APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			36
Background			36
Board Recommendation			36

			Page
EXECUTIVE COMPENSATION			37
Compensation Discussion and Analysis			37
Severance and Other Benefits Payable Upon Termination of Employment or Change in Control			50
Tax and Accounting Considerations			51
Recovery of Erroneously Awarded Compensation Policy			51
Organization and Compensation Committee Report			51
Summary Compensation Table			52
Grants of Plan-Based Awards - Fiscal 2023			53
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table			54
Outstanding Equity Awards at Fiscal Year-End			55
Option Exercises - Fiscal 2023			56
Potential Payments Upon Termination or Change in Control			56
PAY VERSUS PERFORMANCE			58
CEO PAY RATIO			61
STOCK OWNERSHIP			62
Security Ownership of Certain Beneficial Owners and Management			62
Delinquent Section 16(a) Reports			64
CERTAIN TRANSACTIONS WITH RELATED PERSONS			65
Policies and Procedures on Transactions with Related Persons			65
Director and Officer Indemnification and Insurance			65
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			66
HOUSEHOLDING			66
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			67
2023 ANNUAL REPORT			73

How does Inspire compare against your previous experience with CPAP?	91%	Say Inspire is better¹
I would recommend Inspire to a friend or family member.	93%	Agree or strongly agree¹
Given the chance, I would choose to receive Inspire again.	92%	Agree or strongly agree¹
Overall, how satisfied are you with Inspire?	90%	Satisfied or very satisfied¹

•	Generated revenue of $624.8 million in FY 2023, a 53% increase over FY 2022	•	FDA approval for Apnea Hypopnea Index indication expansion and increased Body Mass Index labeling
•	Reported first quarter with operating income in Q4 of FY 2023	•	FDA approval for SleepSync^TM programmer
•	FDA approval for certain pediatric patients with Down syndrome	•	Submitted Inspire V neurostimulator application to the FDA
•	Received countrywide reimbursement approval in Belgium	•	Surpassed 60,000 patients treated with Inspire therapy

ENVIRONMENTAL
We work to operate our business responsibly and reduce our impact on the environment wherever feasible. We recognize the risk that climate change poses to people and our planet. Inspire desires to support a net-zero carbon future and as a first step, we are working toward calculating our greenhouse gas emissions and developing a carbon reduction strategy

SOCIAL			GOVERNANCE
We pride ourselves on our innovative and collaborative work environment, which we believe has driven our success and which we seek to uphold through an inclusive workforce, generous compensation and benefits, open communication, a focus on employee health, wellbeing and engagement, and robust training and development programs.			We strive to maintain strong governance practices and high standards of ethics, compliance, and accountability designed to provide long-term value creation opportunities. Our governance practices include regular consideration and assessment of our governance structure, board and committee function, and board and management succession. We maintain a strong and diverse Board collectively possessing a range of qualifications, skills, and experiences that align with our long-term strategy and business needs.

Class III Directors	Class I Directors	Class II Directors
Shelley G. Broader	Cynthia B. Burks	Gary L. Ellis
Myriam J. Curet, M.D.	Timothy P. Herbert	Georgia Garinois-Melenikiotou
Casey M. Tansey	Shawn T McCormick	Dana G. Mead, Jr.


Consumer Marketing / Brand Mgmt. includes direct-to-consumer, brand management, and segment marketing	Financial / Capital Markets includes expertise relating to finance and capital formation strategies, familiarity with complex financial and accounting concepts, and deep understanding of financial statements	Industry and Technology includes development of medical devices, digital, and other emerging technologies, particularly those impactful to medical device development
International / Global includes knowledge of local markets outside the U.S. and insights regarding global business and cultural perspectives	Legal / Compliance includes knowledge of quality and other regulatory requirements relevant to medical device companies	Mfg. / Operations / Supply Chain includes responsibility for oversight of the manufacturing process and management of suppliers
Medical Professional includes time as a practicing physician and experience as an active member of a medical community	Talent / Human Capital Mgmt. includes expertise with talent strategies, organization health and culture, compensation programs, and organizational design	Public Company CEO includes an understanding of the complexities inherent in running a public company that helps the Board independently oversee management

Shelley G. Broader Age: 59 Independent director since: 2020 Committee(s): • Organization and Compensation, Chair			Experience: • Chief Executive Officer and President, Chico’s FAS, Inc., a fashion retailer (2015 – 2019) • Walmart Inc., a multinational retail company (2009 – 2015): ▪ President and Chief Executive Officer, Walmart Europe, Middle East and Sub-Saharan Africa region (2014 – 2015); ▪ President and Chief Executive Officer, Walmart Canada Corp. (2011 – 2014); ▪ Chief Merchandising Officer, Walmart Canada Corp. (2010 – 2011); ▪ Senior Vice President, Sam’s Club, a division of Walmart (2009 – 2010)
			Qualifications: • International / Global experience gained through leadership of multinational brands helps Ms. Broader bring value to our Board in guiding our global strategy. • Consumer Marketing / Brand Management expertise acquired through her career in retail enables her to contribute extensive insights regarding consumer perspectives. • Public Company CEO experience gained through her service as CEO and President of Chico’s enables her to share strategies and perspectives that are relevant to the Board’s oversight responsibilities.
			Other Public Boards: • Loblaw Companies Limited (since 2022) • Dutch Bros Inc. (since 2021) • Chico’s FAS, Inc. (2015 – 2019) • Raymond James Financial, Inc. (2008 – 2020)
			Other Organizations: • Director, IFCO Systems (since 2021)
			Education: • B.A., Washington State University

Myriam J. Curet, M.D. Age: 67 Independent director since: 2023 Committee(s): • Nominating and Corporate Governance			Experience: • Intuitive Surgical, a global technology leader in minimally invasive care and the pioneer of robotic-assisted surgery: ▪ Executive Vice President and Chief Medical Officer (since 2017); ▪ Senior Vice President and Chief Medical Officer (2014 – 2017); ▪ Chief Medical Advisor (2005 – 2014) • Stanford University: Clinical Professor of Surgery (since 2015); ▪ Professor (2000 – 2015) • Associate Professor of Surgery, University of New Mexico (1994 – 2000) • Held various positions, Indian Health Service, an agency within the Department of Health and Human Services • Medical Deputy Director, Gallup Indian Medical Center in New Mexico
			Qualifications: • Medical Professional experience developed through three decades working in healthcare and academia allows Dr. Curet to provide valuable insights into how to educate and work with medical professionals. • Industry and Technology experience gained through her service on the boards of medical device and biopharma companies and her various senior-level roles at Intuitive Surgical has resulted in a deep knowledge of our industry and technology. • Legal / Compliance expertise acquired through her leadership at Intuitive Surgical, including overseeing the development of clinical evidence, physician education, and reimbursement and regulatory activities, is a core competency for Board oversight of the Company.
			Other Public Boards: • Stereotaxis (since 2021) • Nektar Therapeutics (since 2019)
			Education: • B.A., Bryn Mawr College • M.D., Harvard Medical School • Residency, University of Chicago • Fellowship, surgical endoscopy, University of New Mexico

Casey M. Tansey Age: 66 Independent Director since: 2008 Committee(s): • Organization and Compensation			Experience: • U.S. Venture Partners, a venture capital investment firm: ▪ Managing Partner (since 2014); ▪ Managing Member (2005 – 2014)
			Qualifications: • Industry and Technology expertise gained through more than three decades in the medical device industry holding roles at companies such as Epicor Medical, Heartport, Inc., a public company that helped pioneer minimally-invasive cardiac surgery, and Baxter Edward enables Mr. Tansey to bring valuable industry knowledge to our Board. Additionally, his years of experience supporting early-stage medical device companies, including at Epicor Medical, Baxter Edward, and now at U.S. Venture Partners, where his focuses include the development of minimally invasive technologies, helps him contribute deep knowledge of technologies critical to our business. • Public Company CEO experience gained through his service as CEO of Heartport enables him to share perspectives that are relevant to the Board’s oversight responsibilities. • Financial / Capital Markets expertise acquired through extensive experience at his current firm investing in the medical device, biotechnology and healthcare information technology sectors enable him to offer invaluable insights and perspectives regarding financial and capital markets.
			Other Public Boards: • Intersect ENT, Inc. (2006 – 2017)
			Education: • B.S. and M.B.A., College of Notre Dame

Cynthia B. Burks Age: 58 Independent Director since: 2022 Committee(s): • Organization and Compensation			Experience: • Genentech, Inc., a biotechnology company that is a member of the Roche: ▪ Group Senior Vice President and Chief People and Culture Officer (2019 – 2021); ▪ Vice President, Head of Human Resources, Genentech Research and Early Development (2015 – 2019); ▪ held various human resource management roles (2011 – 2015) • Held human resource and organizational development positions in industries including media, consumer goods and technology (1999 – 2011)
			Qualifications: • Talent Management / Human Capital Strategy expertise gained through her significant career in human resources, enable Ms. Burks to help advise the Company on its human capital strategy in areas critical to our business, including talent management, succession planning, compensation strategy, designing culture to increase competitive advantage, diversity, equity and inclusion, and organizational design. • International / Global experience gained in service in various senior-level leadership roles with global responsibility at Genentech enables Ms. Burks bring value to our Board in guiding our global strategy. • Legal / Compliance expertise acquired through her education as an attorney and service in various senior-level human resources roles at Genentech where she was responsible for successfully executing strategies and other initiatives subject to complex rules and regulatory requirements, enables her to share perspectives that are relevant to the Board’s oversight responsibilities.
			Education: • B.S., Finance, Marquette University • M.B.A., Thunderbird School of Global Management at Arizona State University • J.D., University of San Francisco School of Law
			Other Public Boards: • WD-40 Company (since 2022)
			Private Boards and Other Organizations • Director, Sellars Absorbent Materials Company, a privately owned manufacturer of recycled paper products (since 2022) • Director, Torch, a start-up company offering integrated coaching, mentoring, and learning software (since 2022) • Board member, Juma Ventures, a non-profit social enterprise that operates businesses with the purpose of employing young people (since 2021)

Timothy P. Herbert President & Chief Executive Officer Chair of the Board following Annual Meeting Age: 61 Director since: 2007			Experience: • President and Chief Executive Officer, Inspire Medical Systems, Inc. (since 2007 when he founded the Company) • Held management positions in product development, clinical research, sales, marketing, and healthcare reimbursement at Medtronic plc, a medical equipment development company (1996 – 2007)
			Qualifications: • Industry and Technology experience gained through an extensive career in the healthcare and medical device industry, including founding Inspire, enable Mr. Herbert to bring deep knowledge of our business, products and industry to the Board. Additionally, his experience obtained through his time at Medtronic and Inspire, where he was instrumental to successfully developing the technology at the Company’s foundation, strengthen his ongoing Board contributions. • Financial / Capital Markets experience and expertise gained leading capital formation strategies and initiatives, including equity financing and stock offerings, enable Mr. Herbert to offer invaluable insights and perspectives regarding financial and capital markets. • Public Company CEO experience gained through his long tenure leading Inspire make him well suited to help our Board with governance and set strategy.
			Education: • B.S., Electrical Engineering, North Dakota State University • M.B.A., University of St. Thomas

Shawn T McCormick Age: 59 Independent Director since: 2017 Committee(s): • Audit, Chair			Experience: • Chief Financial Officer, Aldevron, LLC, a technology company specializing in the manufacture of plasmid DNA, mRNA and proteins (2020 – 2022, several months after Aldevron was acquired by Danaher Corporation) • Chief Financial Officer, Tornier N.V., a global orthopedic company (2012 - 2015 when Tornier merged with Wright Medical Group, Inc.) • Chief Operating Officer, Lutonix, Inc., a medical device company (2011 – 2012) • Chief Financial Officer and Senior Vice President, ev3 Inc., a global endovascular company (2009 - 2010 when ev3 was acquired by Covidien plc) • Held various positions at Medtronic plc, including as its Vice President, Corporate Development, where he was responsible for leading Medtronic's worldwide business development activities, and Vice President of Finance for the Spinal, Biologics and Navigation business (1992 - 2009)
			Qualifications: • Financial / Capital Markets expertise developed through his experience in finance leadership roles, including service as CFO for several public companies, helps Mr. McCormick bring valuable knowledge of financial oversight and reporting to our Board. • Ιndustry and Technology experience gained through more than three decades working in the healthcare and medical device industries adds valuable industry perspective to our Board. Additionally, gained through his significant career in the medical sector and with medical device companies have given him a deep understanding of technologies in our industry that are core to the Company’s business and strategy. • Mfg. / Operations / Supply Chain experience gained as COO of Lutonix, enable Mr. McCormick to offer invaluable insights and perspectives regarding the Company’s manufacturing, operations and supply chain strategies and related initiatives.
			Education: • B.S., Accounting, Arizona State University • M.B.A., University of Minnesota's Carlson School of Management • Certified Public Accountant (inactive)
			Other Public Boards: • Nevro Corp. (since 2014) • Entellus Medical, Inc. (2014 – 2018) • Surmodics, Inc. (2015 – 2020)

Gary L. Ellis Age: 67 Lead Independent Director following Annual Meeting Independent Director since: 2019 Committee(s): • Nominating and Corporate Governance, Chair			Experience: • Medtronic plc and its subsidiary, Medtronic, Inc., a global medical technology company: ▪ Executive Vice President, Global Operations, Information Technology and Facilities & Real Estate (June 2016 - December 2016); ▪ Executive Vice President and Chief Financial Officer, Medtronic, Inc. (2014 – 2016); ▪ Senior Vice President and Chief Financial Officer, Medtronic, Inc. (2005 – 2014); ▪ Vice President, Corporate Controller and Treasurer, Medtronic, Inc. (1999 – 2005)
			Qualifications: • Financial / Capital Markets expertise acquired through an extensive career in accounting and finance, including as CFO of Medtronic for more than 10 years and before that as a Senior Audit Manager for PwC, helps Mr. Ellis bring valuable knowledge of financial oversight and reporting to our Board. • Industry and Technology experience gained during his almost two decades at Medtronic helps him bring deep knowledge of our Industry to the Board. • International / Global experience developed during his tenure at Medtronic, including his service as EVP, Global Operations, allow him to bring a global operations perspective to our Board.
			Other Public Boards: • The Toro Company (since 2006) • Hill-Rom Holdings, Inc. (2017 – 2021) • Itamar Medical Ltd. (2007 – 2017)
			Education: • B.S., Accounting, University of South Dakota • Certified Public Accountant (inactive)

Georgia Garinois- Melenikiotou Age: 64 Independent Director since: 2020 Committee(s): • Audit			Experience: • The Estée Lauder Companies (“ELC”), a global beauty products company: ▪ Executive Vice President, Corporate Marketing (2015 – 2020); ▪ Senior Vice President, Corporate Marketing (2010 – 2014) • Had a 27-year career including several senior leadership positions at Johnson & Johnson, a global manufacturer of medical devices, pharmaceutical products, and consumer packaged goods (1983 – 2010), including serving as President, J&J Consumer France, President, Global Business Unit Strategy and New Growth, and Global President, Beauty
			Qualifications: • International / Global experience gained through Ms. Garinois-Melenikiotou’s leadership roles at multinational companies, including roles in Belgium, France, Greece, Italy, Switzerland, and the United Kingdom, allow her to add a global business perspective to our Board. • Consumer Marketing expertise developed while serving in senior roles overseeing marketing initiatives at Estée Lauder, help her bring to the Board extensive knowledge of consumer perspectives and trends. • Financial / Capital Markets experience gained establishing and executing corporate finance strategies in senior-level roles enable her to offer invaluable insights and perspectives regarding the Company’s capital and finance strategies.
			Other Public Boards • Almirall, S.A. (2015 - 2022) • Douglas Group (director nominee; appointment to become effective upon the completion of company’s initial public offering) • Natura & Co (since 2021) • Pulmonx Corporation (since 2020)
			Education • B.S. and M.S., Engineering, National Technical University of Athens • M.B.A., Sloan School of Management at M.I.T.

Dana G. Mead, Jr. Age: 64 Independent Director since: 2008 Committee(s): • Audit • Nominating and Corporate Governance (after Annual Meeting)			Experience: • Chief Executive Officer and President, HeartFlow, Inc., a digital health company transforming how heart disease is diagnosed and treated (2019 - 2021) • Chief Executive Officer and President, Beaver-Visitec International, Inc., a surgical device developer and manufacturer (2016 - 2019) • Partner, Kleiner Perkins Caufield & Byers, a venture capital investment firm (2005 - 2016)
			Qualifications: • Industry and Technology experience developed through Mr. Mead’s roles as CEO of a surgical device developer and manufacturer and at a digital health company, help him add valuable experience in our industry to the Board. He also brings technology expertise gained as CEO and President of HeartFlow, a company focused on the transformation of the diagnosis and treatment of heart disease, enable him to bring to the Board valuable insights in the emerging field of digitization, which is an important aspect of the Company’s strategy. • International / Global experience gained in various senior-level leadership roles with global responsibilities, including President, Asia Pacific Operations for Guidant Corporation, enables Mr. Mead to bring value to our Board in guiding our global strategy. • Public Company CEO experience acquired through his CEO roles with HeartFlow and Beaver-Visitec allows him to provide the Board with valuable senior leadership and governance perspective.
			Other Public Boards • Inari Medical Inc., a commercial-stage medical device company (since 2021) • Pulmonx Corporation, (since 2010), Chairman since 2019 • Intersect ENT, Inc., (2007 – 2022) • HeartFlow (2019 – 2021)
			Education • B.A., Lafayette College • M.B.A., University of Southern California.

•	Board size, independence, and qualifications	•	Director compensation
•	Classes of directors and election process	•	Stock ownership
•	Executive sessions of independent directors	•	Board access to senior management
•	Board leadership structure	•	Board access to independent advisors
•	Selection of new directors	•	Board self-evaluations
•	Director orientation and continuing education	•	Board meetings
•	Limits on board service	•	Meeting attendance by directors and non-directors
•	Change of principal occupation of directors	•	Meeting materials
•	Term limits	•	Board committees, responsibilities, and independence
•	Director responsibilities	•	Succession planning

Director	Audit Committee	Organization and Compensation Committee	Nominating and Corporate Governance Committee
Shelley G. Broader	—	Chair	—
Cynthia B. Burks	—	X	—
Myriam J. Curet, M.D.	—	—	X
Gary L. Ellis	—	—	Chair
Georgia Garinois-Melenikiotou	X	—	—
Jerry C. Griffin, M.D.*	—	—	X
Timothy P. Herbert	—	—	—
Dana G. Mead, Jr.	X	—	—
Shawn T McCormick	Chair	—	—
Marilyn Carlson Nelson*	—	—	X
Casey M. Tansey	—	X	—

Topic			What We Heard
Classified board structure			While most expressed a preference for annual director elections, we also heard from some stockholders that a classified board makes sense under certain circumstances.
Plurality voting for director elections			There was a general preference expressed for a majority standard for uncontested director elections, or, in the alternative, for the addition of a director resignation policy applicable to a director who fails to receive a majority of votes in an uncontested election.
Supermajority voting standards for certain changes to governance documents			There was a general preference expressed for a simple majority standard, except in circumstances where the provision provides protections for minority stockholders if a substantial or dominant stockholder exists.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽²⁾⁽⁵⁾	Total ($)
Shelley G. Broader	63,379⁽¹⁾	180,000	243,379
Cynthia B. Burks	55,879	180,000	235,879
Myriam J. Curet, M.D.⁽³⁾	1,563	270,000	271,563
Gary L. Ellis	63,379⁽¹⁾	180,000	243,379
Georgia Garinois-Melenikiotou	58,379⁽¹⁾	180,000	238,379
Jerry C. Griffin, M.D.	55,879	180,000	235,879
Dana G. Mead, Jr.	58,379	180,000	238,379
Shawn T McCormick	68,379	180,000	248,379
Marilyn Carlson Nelson	95,137⁽¹⁾	180,000	275,137
Charisse Y. Sparks, M.D.⁽⁴⁾	31,348⁽¹⁾	180,000	211,348
Casey M. Tansey	55,879⁽¹⁾	180,000	235,879

Name			Unvested Restricted Stock Units
Shelley G. Broader			669
Cynthia B. Burks			669
Myriam J. Curet, M.D.			1,384
Gary L. Ellis			669
Georgia Garinois-Melenikiotou			669
Jerry C. Griffin, M.D.			669
Dana G. Mead, Jr.			669
Shawn T McCormick			669
Marilyn Carlson Nelson			669
Casey M. Tansey			669

Name			Number of Shares of Common Stock Underlying Options Outstanding at Fiscal Year End
Shelley G. Broader			5,531
Cynthia B. Burks			1,823
Myriam J. Curet, M.D.			—
Gary L. Ellis			11,180
Georgia Garinois-Melenikiotou			4,974
Jerry C. Griffin, M.D.			14,784
Dana G. Mead, Jr.			27,784
Shawn T McCormick			38,821
Marilyn Carlson Nelson			23,060
Casey M. Tansey			27,784

	Year Ended December 31,
	2023	2022
Audit Fees⁽¹⁾	$538,100	$561,000
Audit-Related Fees⁽²⁾	28,000	22,000
Tax Compliance and Preparation Services⁽³⁾	84,053	69,953
Other Tax Services⁽⁴⁾	252,432	252,763
All Other Fees⁽⁵⁾	2,000	1,965
Total	904,584	907,681

Executive Officer	Age	Position	In Current Position Since
Timothy P. Herbert	61	Chief Executive Officer, President, and Director	2007
Richard J. Buchholz	56	Chief Financial Officer	2014
Randall A. Ban	59	Chief Commercial Officer	2009
Philip J. Ebeling	54	Chief Operating Officer	2020
Steven L. Jandrich	57	Vice President, Human Resources	2017
Bryan K. Phillips	52	Sr. General Counsel, Secretary, and Chief Compliance Officer	2021
John C. Rondoni	44	Chief Technology Officer	2022
Charisse Y. Sparks, M.D.	61	Chief Medical Officer	2023
Carlton W. Weatherby	39	Chief Strategy Officer	2023

			Richard J. Buchholz has served as our Chief Financial Officer since May 2014. Prior to joining us, Mr. Buchholz served as the Chief Financial Officer, Secretary, and Treasurer at superDimension, Ltd., a medical device manufacturer (which was acquired by Covidien plc in 2012), from 2006 to 2013. Mr. Buchholz holds a B.B.A. from the University of Wisconsin, Eau Claire and is a Certified Public Accountant (inactive).
			Randall A. Ban has served as our Chief Commercial Officer since July 2019. Prior to that, he served as our Senior Vice President, Sales and Marketing from 2009 to December 2018, and as Senior Vice President, Global Sales and Marketing from December 2018 to July 2019. Before joining us, he served as Vice President of Global Marketing, Cardiac Rhythm Management at Boston Scientific. From 1994 to 2008, Mr. Ban worked in a variety of sales and marketing leadership positions while at Guidant Corporation (Guidant was acquired by Boston Scientific in 2006). He began his career at Eli Lilly and Company in 1990. Mr. Ban holds a B.S. in marketing and an M.B.A., both from Indiana University.
			Philip J. Ebeling has served as our Chief Operating Officer since June 2020. Prior to joining Inspire, he worked for Abbott Laboratories, a medical device company, as Vice President and Chief Technology Officer in the Cardiovascular and Neuromodulation Division from 2017 to 2018. From 2016 to 2017, Mr. Ebeling was Chief Technology Officer of St. Jude Medical, Inc., a medical device company that was acquired by Abbott Laboratories in 2017. Prior to that, Mr. Ebeling served in various other roles at St. Jude Medical, Inc., including Senior Vice President, Research and Development in the Cardiovascular and Electrophysiology Division from 2012 to 2016 and Vice President of Research and Development for the Cardiovascular Division from 2008 to 2011. Before joining St. Jude Medical in 2008, Mr. Ebeling spent 12 years at Boston Scientific Corporation where he held numerous positions including Director of Program Management—Risk Management. Mr. Ebeling has a B.S. in Chemical Engineering from the University of Minnesota and an M.B.A. from the University of St. Thomas. He is a member of the National Society of Professional Engineers.
			Steven L. Jandrich has served as our Vice President, Human Resources since September 2017, and as our Chief Compliance Officer from 2017 to January 2021. Mr. Jandrich served as Vice President, Human Resources for Link Snacks, Inc., a multinational retail snack producer from 2015 to 2017. From 2001 through 2015, Mr. Jandrich held several leadership positions at St. Jude Medical which included Vice President Human Resources, leading the International Division's human resources and commercial operations functions through rapid development. Mr. Jandrich holds a B.A. and an M.B.A. from the University of St. Thomas.

			Bryan K. Phillips has served as our Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary since January 2021. From December 2019 to January 2021, Mr. Phillips served as Chief Legal Officer of Cerevel Therapeutics Holdings, Inc., a publicly traded clinical-stage biopharmaceutical company that researches and develops therapies intended to treat central nervous system disorders. Previously, he held various roles over a 14-year period at Surmodics, Inc., a publicly traded medical technology company, including its Senior Vice President, Legal and Human Resources, General Counsel, and Secretary. Mr. Phillips also previously served as patent counsel at Guidant Corporation’s Cardiac Rhythm Management Group (now part of Boston Scientific). He began his legal career at a Minneapolis-based intellectual property law firm and earned a B.S. in mechanical engineering from the University of Kansas and a J.D. from the University of Minnesota Law School.
			John C. Rondoni has served as our Chief Technology Officer since May 2022. He has over 20 years of experience in the development of implantable medical devices and digital health systems. Since joining Inspire in 2008, Mr. Rondoni has served in product, clinical, and business development roles in the U.S. and internationally, including Senior Vice President, Research and Development, Vice President, Product Development, Information Security and Vice President, Product Development, Operations and Quality. Before joining Inspire, he worked on peripheral and central neuromodulation therapies at Medtronic, Inc., holding technical, project, and therapy leadership positions. At Medtronic, he led systems engineering for the development and commercial launch of the InterStim II platform. Mr. Rondoni is listed as an inventor on over 90 U.S. patents; he holds a B.S. and M.Eng. from the Massachusetts Institute of Technology.
			Charisse Y. Sparks, M.D. has served as Chief Medical Officer since July 2023. In addition, Dr. Sparks served on Inspire’s Board from July 2022 until her appointment as Chief Medical Officer in July 2023, including as a member of the Nominating and Corporate Governance Committee. Previously, Dr. Sparks served as Chief Medical Officer of AppliedVR, Inc., a privately-held company focused on virtual reality-based treatments that addresses the complexity of pain and other conditions, from February 2022 to April 2023. Prior to this and since 2016, she held various roles at DePuy Synthes, Inc., an orthopedics company, and a member of the Johnson & Johnson family of companies, including as Vice President / Integrated Leader of Trauma, CMF, and Biomaterials from September 2018 to February 2022. Dr. Sparks holds a B.S. from Wichita State University and a M.D. from the University of Kansas School of Medicine. She completed her residency in orthopedics at the University of Arkansas Medical School and followship in orthopedic trauma at Harvard Medical School.
			Carlton W. Weatherby has served as Chief Strategy Officer since July 2023. Prior to this, he served as Vice President and General Manager of Medtronic’s Spine & Biologics Business since 2021. Medtronic is a medical technology company. Prior to this, Mr. Weatherby served as Vice President of Strategic Sales and held various roles in corporate development since joining Medtronic in 2011. Mr. Weatherby received his B.A. in Human Biology from Stanford University and his M.B.A. from Harvard Business School.

What We Do		What We Do Not Do
✔	We emphasize performance-based, at-risk compensation.	✘	We do not provide any compensation-related excise tax gross-ups.
✔	We deliver rewards that are based on the achievement of long-term objectives and the creation of stockholder value.	✘	We do not provide significant perquisites.
✔	We provide a mix of short-term and long-term incentive compensation to promote executive retention and reward exceptional performance.	✘	We do not encourage unnecessary risk-taking as a result of our compensation policies.
✔	We engage an independent compensation consultant to advise our Organization and Compensation Committee and management.	✘	We do not guarantee annual salary increases or bonuses.
	We consider stockholder input in evaluating the design of our executive compensation and the compensation decisions for each of the NEOs.	✘	We do not have contracts that guarantee employment with any executives (all employment is terminable at will).
✔	We develop a peer group of companies based on industry, revenue, stage, and market capitalization to reference for compensation decisions.	✘	We prohibit employees and non-employee directors from engaging in hedging and short sale transactions in Company securities.
✔	We have double-trigger vesting on equity and severance in the event of a change of control.
✔	We have meaningful policies that mitigate risk, such as, stock ownership guidelines and a clawback policy.

Abiomed, Inc.⁽¹⁾	Inari Medical, Inc.	Nevro Corp.
Atricure, Inc.	Insulet Corporation⁽¹⁾	Penumbra, Inc.
Axonics Modulation Technologies Inc.	iRhythm Technologies, Inc.	Shockwave Medical, Inc.
Cardiovascular Systems, Inc.	LeMaitre Vascular, Inc.	Silk Road Medical, Inc.
CareDx, Inc.	Masimo Corporation⁽¹⁾	STAAR Surgical Company
Glaukos Corporation	Mesa Laboratories, Inc.	Tandem Diabetes Care, Inc.
Globus Medical, Inc.	Natera, Inc.⁽¹⁾

	Peer Group Comparison
	Revenue	Market Cap	Employees
25th Percentile	$244.3	$1,515.3	675
Median	$307.4	$3,372.7	838
75th Percentile	$748.8	$5,170.3	2,052
Inspire Medical Systems	$262.4	$5,019.0	725