Insulet Corp 8-K, filed Mar 20, 2024
Insulet Corp (PODD)
8-K
2024-03-20
For: 2024-03-20
View Original
Added on
April 08, 2026
About this 8-K
Insulet Corp filed this 8-K on March 20, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2024
(Exact Name of Registrant as Specified in Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act | ☐ | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On March 20, 2024, Insulet Corporation (the “Company”) announced the appointment, effective April 22, 2024, of Ana Maria Chadwick to serve as Executive Vice President, Chief Financial Officer (“CFO”) and Treasurer. Ms. Chadwick, 52, has served as Executive Vice President and CFO of Pitney Bowes Inc. since January 2021. From 2001 to 2021, she served in a variety of leadership positions at GE Capital. Most recently, from 2019 to 2021, Ms. Chadwick was President and CEO of GE Capital Global Legacy Solutions, where, from 2016 to 2019, she served as CFO and Chief Operating Officer. From 2014 to 2016, she was Controller of GE Capital Americas and, from 2010 to 2014, she was CFO at GE Capital - Energy Financial Services. Ms. Chadwick has held several leadership positions of increasing responsibility within General Electric Company, including as Chief Operating Officer of Consumer Finance and Banking in Latin America and as CFO of GE Consumer Finance Switzerland and Vice President of Financial Planning and Analysis at GE Capital Card Services. Ms. Chadwick received her Bachelor of Arts degree in Economics and Business Administration from American University in Washington, DC. She is a former member of both GE’s Hispanic Forum and Women’s Network. Ms. Chadwick serves on the board of LiveGirl, where she mentors and dedicates time to increasing opportunities for underprivileged girls. She has also served on the board of directors of Dollar General since August 2022.
Under the terms of an offer letter between Ms. Chadwick and the Company (the “Offer Letter”), Ms. Chadwick will be paid an annual base salary of $630,000 and will be eligible to receive an award under the Company’s Annual Short-Term Incentive Program, beginning for fiscal 2024, with a target cash bonus of 70% of annual base salary for the current fiscal year. In addition, she will receive an annual equity award for 2024 with a target value of $2,500,000, effective May 1, 2024, to be issued 50% in the form of restricted stock units (“RSUs”) and 50% in the form of performance share units (“PSUs”). The number of RSUs and PSUs will be calculated by dividing the target dollar value of the RSU and PSU awards ($1,250,00 each) by the closing price of a share of Insulet common stock on the grant date, May 1, 2024. The RSUs will vest in equal installments on each of the first, second and third anniversaries of the grant date. The PSUs will vest following a three-year performance period (fiscal 2024 to fiscal 2026), assuming threshold performance conditions are met. In addition, Ms. Chadwick will receive a sign-on equity award with a value of $1,000,000, to be issued in the form of RSUs with the same three-year vesting period as the annual equity award. Ms. Chadwick will also receive a one-time cash signing bonus of $125,000, which must be repaid if she voluntarily leaves the Company within one year of her hire date. A copy of the Offer Letter will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2024.
Ms. Chadwick will be eligible to participate in the Company’s benefits as may be offered from time to time to other similarly situated employees including participation in the Company’s 401(k) plan with Company match and the Company’s Employee Stock Purchase Plan, and she will be subject to the Company’s Amended and Restated Executive Severance Plan.
There are no arrangements between Ms. Chadwick and any other persons pursuant to which she was appointed to serve as the Company’s Chief Financial Officer and Treasurer. There are no family relationships between Ms. Chadwick and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Lauren Budden, who has been serving as the Company’s Interim CFO and Treasurer, will step down as Interim CFO and Treasurer and continue in her role as Group Vice President, Chief Accounting Officer and Controller.
| Item 7.01 | Regulation FD Disclosure. | ||||
On March 20, 2024, the Company issued a press release announcing the appointment of the new CFO (as described in Item 5.02 above). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
The following exhibit is filed as part of this report: | |||||
| No. | Exhibit | |||||||
| Press release dated March 20, 2024 | ||||||||
| 104 | Cover Page Interactive Date File (formatted as Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
| INSULET CORPORATION | ||||||||||||||
| Date: March 20, 2024 | By: | /s/ Patricia K. Dolan | ||||||||||||
| Name: | Patricia K. Dolan | |||||||||||||
| Title: | Vice President and Secretary | |||||||||||||
Exhibit 99.1
Insulet Appoints Ana Maria Chadwick as Chief Financial Officer
ACTON, Mass.— March 20, 2024— Insulet Corporation (NASDAQ: PODD) (Insulet or the Company), the global leader in tubeless insulin pump technology with its Omnipod® brand of products, today announced that Ana Maria Chadwick has been appointed Executive Vice President, Chief Financial Officer and Treasurer, effective April 22, 2024. Today’s announcement concludes an extensive search process conducted by the Company.
“We are thrilled to welcome Ana to Insulet,” said Jim Hollingshead, President and Chief Executive Officer. “She is an experienced public company CFO, and her achievements throughout her career demonstrate that she is a proven, highly accomplished, and versatile executive. Ana is known for her insight, intellectual agility, and compelling and collaborative leadership. She will be a strong addition to our leadership team as we continue to scale and expand our business.”
A talented finance executive with 30 years of experience propelling growth for top-tier global organizations, Ms. Chadwick is currently Executive Vice President and CFO of Pitney Bowes, where she has played an integral role in the company’s transformation from a 100-year-old mailing solutions operation into a technology-enabled growth business.
Previously, she spent more than 27 years at GE, where she held a variety of financial and operational roles including CEO and COO of GE Capital Global Legacy Solutions and CFO of GE Capital Energy Financial Services. Other roles included Controller of GE Capital Americas.
Over the span of her career, she has led large and dynamic finance teams, overseeing financial reporting, and driving financial and operational efficiencies in the U.S., Latin America, and Europe. In addition to broad finance and accounting experience, Ms. Chadwick brings a deep understanding of capital markets, business strategy, investor relations, and tax policy.
Ms. Chadwick serves on the board of directors of Dollar General and chairs the Audit Committee, is chair of the Pitney Bowes ILC Bank in Utah, and is on the board of LiveGirl, Inc. where she mentors and dedicates time to provide greater opportunities for underprivileged girls. She is a former member of both GE’s Hispanic Forum and Women’s Network. Ms. Chadwick received her Bachelor of Arts in Economics and Business Administration from American University in Washington, D.C.
“I am excited to join the Insulet team and help the Company advance its critical mission of improving the lives of people with diabetes,” said Ms. Chadwick. “I look forward to working with Jim and the talented team to build on Insulet’s strong financial foundation, further driving growth, profitability, and value for shareholders.”
Lauren Budden, who has been serving as the Company’s Interim CFO and Treasurer, will continue in her role as Group Vice President, Chief Accounting Officer and Controller.
Mr. Hollingshead continued, “On behalf of the Board of Directors and the entire management team, I thank Lauren for taking on the additional role of Interim CFO. We are grateful for Lauren’s exceptional leadership and providing continuity during our search.”
About Insulet Corporation:
Insulet Corporation (NASDAQ: PODD), headquartered in Massachusetts, is an innovative medical device company dedicated to simplifying life for people with diabetes and other conditions through its Omnipod product platform. The Omnipod Insulin Management System provides a unique alternative to traditional insulin delivery methods. With its simple, wearable design, the tubeless disposable Pod provides up to three days of non-stop insulin delivery, without the need to see or handle a needle. Insulet’s flagship innovation, the Omnipod 5 Automated Insulin Delivery System, integrates with a continuous glucose monitor to manage blood sugar with no multiple daily injections, zero fingersticks, and can be controlled by a compatible personal smartphone or the Omnipod 5 Controller. Insulet also leverages the unique design of its Pod by tailoring its Omnipod technology platform for the delivery of non-insulin subcutaneous drugs across other therapeutic areas. For more information, please visit: insulet.com and omnipod.com.
©2024 Insulet Corporation. All rights reserved.
Contacts:
Investor Relations:
Deborah R. Gordon
Vice President, Investor Relations
(978) 600-7717
dgordon@insulet.com
Vice President, Investor Relations
(978) 600-7717
dgordon@insulet.com
Media:
Angela Geryak Wiczek
Senior Director, Corporate Communications
(978) 932-0611
awiczek@insulet.com
Senior Director, Corporate Communications
(978) 932-0611
awiczek@insulet.com
Source: Insulet Corporation