PODD 8-K
Insulet Corp (PODD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
On September 16, 2025, Insulet Corporation (the “Company”) announced that Flavia H. Pease has been appointed to succeed Ana M. Chadwick as Executive Vice President and Chief Financial Officer of the Company. Ms. Pease will assume the role on September 30, 2025, and Ms. Chadwick will remain with the Company as a Senior Advisor for a period of time to ensure a smooth transition. The Company expects to enter into a Severance Agreement with Ms. Chadwick upon her departure, pursuant to which she will receive compensation and benefits in accordance with the terms of the Company’s Amended and Restated Executive Severance Plan as well as a one-time cash payment equal to the value of the equity scheduled to vest on May 1, 2026 which was awarded to Ms. Chadwick as part of her compensation when she joined the Company. Ms. Chadwick’s departure is not related to any disagreements with the Company on any matter relating to its accounting practices, financial statements, internal controls, or operations.
Ms. Pease, age 52, has been the Corporate Executive Vice President and Chief Financial Officer of Charles River Laboratories since 2022. Prior to joining Charles River, from 2019 to 2022, Ms. Pease served as Vice President and Group Chief Financial Officer of Johnson & Johnson’s global Medical Devices business. With more than 20 years in financial leadership roles at Johnson & Johnson, Ms. Pease has developed deep industry knowledge and experience managing the finance organizations of large, growing businesses. During her tenure at Johnson & Johnson, which spanned from 1998 to 2022, Ms. Pease also served as Vice President, Finance for Janssen North America (Johnson & Johnson’s Pharmaceutical business in the United States and Canada), Vice President of the Enterprise Program Management Office, responsible for supporting Johnson & Johnson’s executive management team with the strategic planning process and the advancement of enterprise growth initiatives, Vice President of Finance for Janssen Supply Chain, Director of Finance for Johnson & Johnson Medical, Brazil, and in finance management with the LifeScan business of Johnson & Johnson. Prior to joining Johnson & Johnson, Ms. Pease worked for SC Johnson as well as an investment bank in Brazil. Ms. Pease holds a bachelor’s degree in economics from the Pontifícia Universidade Católica in Rio de Janeiro, Brazil and a Master of Business Administration from Santa Clara University.
There are no arrangements between Ms. Pease and any other persons pursuant to which she was appointed to serve as the Company’s Executive Vice President and Chief Financial Officer. There are no family relationships between Ms. Pease 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.
Offer Letter - Ms. Pease
Under the terms of the Company’s Offer Letter to Ms. Pease (the “Offer Letter”), in connection with her appointment as Executive Vice President and Chief Financial Officer, Ms. Pease will be granted a prorated annual equity award for fiscal year 2025 with a target aggregate grant date fair value of $762,500 (the “Prorated Annual Award”), and (ii) an employment inducement opportunity with a target aggregate grant date fair value of $3,000,000 (the “Equity Sign-On Award”). Of the Prorated Annual Award, 75% will consist of restricted stock units that vest ratably over three years and 25% will consist of stock options that vest ratably over four years. The Equity Sign-On Award will consist of restricted stock units that vest ratably over three years. She will also receive a cash sign-on award of $1,325,000 to address compensation she will forfeit at her prior employer and cover relocation expenses. Ms. Pease’s annual base salary will be $715,000 and target annual bonus opportunity will be 70% of her annual base salary. Ms. Pease will be eligible for severance and change in control benefits pursuant to, and subject to the terms of, the Company’s Amended and Restated Executive Severance Plan. Ms. Pease and the Company will also be entering into a Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement. The foregoing summary of the Offer Letter is qualified in its entirety by reference to the text of the Offer Letter, which is attached and filed herewith as Exhibit 10.1 and incorporated herein by reference.
Board Resignation
In connection with her appointment as Executive Vice President and Chief Financial Officer, Ms. Pease has notified us that she will resign from the Board of Directors of the Company, effective on the day she begins employment with the Company. Ms. Pease’s decision to step down from the Board did not involve any disagreement with other Board members or with management. Ms. Pease does not currently serve on any committees of the Board.
Item 8.01 – Other events.
On September 16, 2025, the Company issued a press release regarding the Chief Financial Officer transition described in Item 5.02 and announcing that it expects to exceed its previously issued third quarter 2025 total revenue growth guidance. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Offer Letter between Flavia H. Pease and Insulet Corporation, dated September 11, 2025. | |
| 99.1 | Press Release, dated September 16, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 | ||||||
| September 16, 2025 | By: | /s/ John W. Kapples | ||||
| Name: John W. Kapples | ||||||
| Title: Senior Vice President and General Counsel | ||||||
Exhibit 10.1
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Insulet Corporation 100 Nagog Park, Acton, MA 01720 |
September 11, 2025
Flavia Pease
[Address on file]
Dear Flavia:
Insulet Corporation (“Insulet” or the “Company”) is pleased to offer you the full-time position of Executive Vice President, Chief Financial Officer, reporting directly to Ashley McEvoy, President and Chief Executive Officer. Your principal place of employment will be at the Company’s headquarters in Acton, Massachusetts. We are excited about the prospect of you joining Insulet and look forward to your meaningful contribution to the team. Your first day of employment is expected to be September 29, 2025, or as otherwise mutually agreed.
Your salary will be $27,500.00 biweekly (equivalent to $715,000.00 on an annualized basis), paid in accordance with the Company’s normal payroll practices as established or modified from time to time.
You are eligible to participate in our annual bonus program beginning calendar year 2025, with a target of 70.00% of your base salary. Any payout for the current calendar year will be pro-rated based on your date of hire. Payout typically takes place in the first quarter following the end of the calendar plan year. The design of the Company’s annual bonus program will be determined by the Company and there are no guarantees with respect to how any design changes will affect future bonus payments to you.
The Company is committed to sharing its continued success with its employees through long-term incentive opportunities. You will be eligible to participate in the Company’s long-term incentive program, with an annual equity target of $3,050,000.00, with a first award in 2026. Awards are discretionary and not guaranteed. The design of the Company’s annual equity program will be determined by the Company and there are no guarantees with respect to how any design changes will affect future equity awards to you.
For your 2025 annual equity award, the value will be pro-rated based on the number of days you are employed in 2025. Of your pro-rated 2025 annual equity award value, 75% will be in the form of restricted stock units (“RSUs”) and 25% will be in the form of non-qualified stock options (“NSOs”). The award value will be converted to RSUs and NSOs (each subject to rounding down to the nearest whole share) based on the closing price of a share of Insulet common stock on the grant date.
NASDAQ PODD | Insulet.com
You will receive a sign-on equity award, with a grant date fair value of $3,000,000.00, which will be delivered to you in the form of RSUs. The actual number of RSUs granted to you for your sign-on award will be calculated by dividing the dollar value of the RSU award by the closing price of a share of Insulet common stock on the grant date. These RSUs will vest in substantially equal installments on the first, second, and third anniversary of the grant date. The Company grants equity once a month. Your sign-on equity award as well as your pro-rated 2025 annual equity award will be granted on the first trading day of the month following the month in which you commence employment, based on our monthly grant cadence. Assuming a September 29, 2025 start date, this would mean a grant date of October 1, 2025. The material terms of your sign-on award as well as your annual grant will be contained in the applicable award agreements be issued to you at the time of grant. The terms and conditions document under which each award is issued shall govern.
In addition, the Company will pay you a one-time signing bonus of $650,000.00 payable within 30 days of your hire date. You will also receive a one-time signing bonus of $675,000 payable in February 2026. This is considered taxable income. If you voluntarily leave the Company within 18 months of the payment date, or are terminated for “cause”, you will be required to pay back the signing bonuses.
To assist you with your relocation to Massachusetts, you will be eligible to receive relocation benefits. Please refer to the offer addendum to review details of your relocation benefits. Following your acceptance of this offer, a representative from Insulet’s third-party relocation management company will contact you to begin planning your relocation. Your relocation must be completed within 24 months of your hire date to take advantage of the relocation benefits. Should you elect to voluntarily terminate your employment with Insulet during the 24-month period immediately following your employment/transfer, you are required to repay Insulet in full for any funds paid to you or on your behalf for the relocation on a pro-rated monthly basis.
You are eligible for severance and change in control benefits pursuant and subject to the terms of the Insulet Corporation Amended and Restated Executive Severance Plan. You will also be eligible to participate in the Company’s benefits programs to the same extent as, and subject to the same terms, conditions, and limitations applicable to, other similarly situated employees of the Company. For a more detailed understanding of the benefits and the applicable eligibility requirements, please consult the applicable summary plan descriptions.
| 1 (800) 591-3455 | 100 Nagog Park, Acton, MA 01720 | 978.600.7000 NASDAQ PODD Insulet.com |
In order to protect Insulet’s substantial investment of time and money in the creation and maintaining of its confidential information and good-will with its customers and business partners, all employees are required to execute the Company’s standard confidential information and restrictive covenant agreement as a condition of employment with Insulet. Further, Insulet respects any obligations you may have with your current/former employer(s) (including safeguarding its confidential information), and we expect you to honor them as well. To that end, you confirm that you will not remove or copy any documents or proprietary data or materials of any kind, electronic or otherwise, from your current or former employer to Insulet without written authorization from your current/former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with Insulet.
While we are hopeful and confident that our relationship will be mutually rewarding, satisfactory and sustaining, this letter shall not be construed as an agreement, either express or implied, to employ you for any stated term and shall in no way alter Insulet’s policy of employment at will, under which both you and Insulet remain free to end the employment relationship, for any reason, at any time, with or without notice. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with Insulet.
Please note, this offer of employment is contingent on: (i) verification of your right to work in the United States, as demonstrated by your completion of the Form I-9 upon hire and your submission of acceptable documentation (as noted on the Form I-9) verifying your identity and work authorization within three (3) days of starting employment; (ii) satisfactory completion of a background investigation, for which the required notice and consent forms shall be emailed to you after execution of this Offer Letter; (iii) execution of Insulet’s Confidential Information and Restrictive Covenant Agreement prior to your start date; and (iv) Insulet receiving verification that you hold the qualification(s) for the Executive Vice President, Chief Financial Officer position. This offer will be withdrawn if any of the above conditions are not satisfied.
This letter constitutes our entire offer regarding the terms and conditions of your employment by Insulet, and it supersedes any prior agreements or other promises or statements (whether oral or written) regarding the offered terms of employment. Insulet reserves the right, in its sole discretion, to prospectively modify or rescind any of the terms set forth in this letter at any time during the course of your employment, to the extent permitted by law.
| 1 (800) 591-3455 | 100 Nagog Park, Acton, MA 01720 | 978.600.7000 NASDAQ PODD Insulet.com |
It is with great pleasure that we welcome you to Insulet! We recognize that our success is the direct result of the contributions made by our dedicated and talented workforce. We look forward to further strengthening the Insulet team with your contributions.
Best regards,
/s/ Lisa Blair Davis
Lisa Blair Davis
Senior Vice President, Chief Human Resources Officer
Acceptance: Your signature below confirms your acceptance of the offer to join Insulet as EVP, Chief Financial Officer and also confirms you have reviewed the job description for this position and that you meet the minimum qualifications required of this role.
| /s/ Flavia H. Pease |
| Flavia H. Pease |
| 1 (800) 591-3455 | 100 Nagog Park, Acton, MA 01720 | 978.600.7000 NASDAQ PODD Insulet.com |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Insulet Announces CFO Transition
Flavia Pease Appointed Chief Financial Officer
ACTON, Mass.—(BUSINESS WIRE)— 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 Flavia Pease will succeed Ana Maria Chadwick as Executive Vice President, Chief Financial Officer, effective September 30, 2025. Ms. Chadwick will become a Senior Advisor to Insulet to ensure a smooth transition.
“I want to personally thank Ana, who has provided steady and thoughtful leadership for Insulet during a period of significant growth,” said Ashley McEvoy, Insulet President and Chief Executive Officer. “She has been instrumental in strengthening our financial foundation and positioning us for continued success.”
“It has been a privilege to help advance Insulet’s mission,” said Ms. Chadwick. “I am confident in the team and the Company’s continued momentum.”
Ms. Pease is a seasoned financial executive who brings extensive global healthcare and medical technology industry experience. She most recently served as Corporate Executive Vice President and Chief Financial Officer at Charles River Laboratories. Prior to that, she spent more than 20 years at Johnson & Johnson, working across the Medical Devices and Pharmaceutical segments. During her tenure, she served as Vice President and Group Chief Financial Officer of Johnson & Johnson’s global Medical Devices business, where she oversaw financial operations for a $27 billion global portfolio, and as Vice President of Finance for Janssen North America, Johnson & Johnson’s largest business unit. Ms. Pease has a strong track record of scaling businesses, leading global operations, and driving growth in complex healthcare markets.
As a member of Insulet’s Board of Directors and Audit Committee since January 2024, Ms. Pease has a deep understanding of the Company’s strategy, operations, and financials. In connection with her appointment, she will resign from the Board upon transitioning to her new role.
“Flavia is a highly accomplished business leader with world-class healthcare and MedTech expertise,” said Ms. McEvoy. “Her extensive leadership experience in complex global organizations, proven ability to drive financial performance through disciplined execution of the Company’s strategy, and track record of value creation for all stakeholders make her the ideal CFO to help guide Insulet’s next phase of patient-centric growth. Her contributions as a member of the Board have already been instrumental to our strong performance and will enable a seamless transition.”
“I am thrilled to join this talented leadership team as CFO and to continue serving this outstanding Company,” said Ms. Pease. “Insulet’s commitment to improving the lives of people with diabetes is deeply inspiring, and I look forward to partnering with Ashley, the Board, and the Insulet team to build on the Company’s strong foundation, accelerate growth and deliver lasting value for customers and shareholders.”
Third Quarter 2025 Outlook
Insulet expects to exceed its previously issued third quarter 2025 total revenue growth guidance, driven by strong new customer starts in both U.S. and international markets. The Company plans to provide further details on its third quarter results and an update to its full year outlook during its third quarter 2025 earnings call scheduled for Thursday, November 6, 2025.
About Flavia Pease
Ms. Pease has served on Insulet’s Board of Directors since January 2024. She joins the Company from Charles River Laboratories, where she served as Corporate Executive Vice President and Chief Financial Officer since 2022. Prior to joining Charles River, Ms. Pease spent 23 years at Johnson & Johnson in a variety of leadership roles, including Vice President and Group Chief Financial Officer of the global Medical Devices business, Vice President of Finance for Janssen North America, Vice President of the Enterprise Program Management Office, and Vice President of Finance for Janssen Supply Chain, among others.
She began her career at Johnson & Johnson in 1998 with the LifeScan business and earlier held positions at SC Johnson and in investment banking in Brazil. Ms. Pease holds a Bachelor of Science in Economics from the Pontifícia Universidade Católica in Rio de Janeiro, Brazil, and a Master of Business Administration from Santa Clara University.
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 in the U.S. or by 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, visit Insulet.com or omnipod.com.
Forward-Looking Statement:
This press release contains forward-looking statements regarding, among other things, future financial performance. These forward-looking statements are based on management’s current beliefs, assumptions and estimates and are not intended to be a guarantee of future events or performance. If management’s underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by the forward-looking statements.
Risks and uncertainties include, but are not limited to our dependence on a principal product platform; the impact of competitive products, technological change and product innovation; our ability to maintain an effective sales force and expand our distribution network; our ability to maintain and grow our customer base; our ability to scale the business to support revenue growth; our ability to secure and retain adequate coverage or reimbursement from third-party payors; the impact of healthcare reform laws; our ability to design, develop, manufacture and commercialize future products; unfavorable results of clinical studies, including issues with third parties conducting any studies, or future publication of articles or announcement of positions by diabetes associations or other organizations that are unfavorable; our ability to protect our intellectual property and other proprietary rights; potential conflicts with the intellectual property of third parties; our inability to maintain or enter into new license or other agreements with respect to continuous glucose monitors, data management systems or other rights necessary to sell our current product and/or commercialize future products; worldwide macroeconomic and geopolitical uncertainty, as well as risks associated with public health crises and pandemics, including government actions and restrictive measures implemented in response, supply chain disruptions, delays in clinical trials, and other impacts to the business, our customers, suppliers, and employees; international regulatory, commercial and logistics business risks, including the implementation of tariffs; the potential violation of anti-bribery/anti-corruption laws; the concentration of manufacturing operations and storage of inventory in a limited number of locations; supply problems or price fluctuations with sole source or third-party suppliers on which we are dependent; failure to retain key suppliers; challenges to the future development of our non-insulin drug delivery product
line; our failure or that of our contract manufacturer or component suppliers to comply with the U.S. Food and Drug Administration’s quality system regulations or other manufacturing difficulties; extensive government regulation applicable to medical devices, as well as complex and evolving privacy and data protection laws; our use of artificial intelligence tools; adverse regulatory or legal actions relating to current or future Omnipod products; potential adverse impacts resulting from a recall, or discovery of serious safety issues, or product liability lawsuits relating to off-label use; breaches or failures of our product or information technology systems, including by cyberattack; our ability to attract, motivate, and retain key personnel; risks associated with potential future acquisitions or investments in new businesses; ability to raise additional funds on acceptable terms or at all; the volatility of the trading price of our common stock; and changes in tax laws or exposure to significant tax liabilities.
For a further list and description of these and other important risks and uncertainties that may affect the Company’s future operations, see Part I, Item 1A—Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which the Company may update in Part II, Item 1A—Risk Factors in Quarterly Reports on Form 10-Q the Company has filed or will file hereafter. Any forward-looking statement made in this release speaks only as of the date of this release. Insulet does not undertake to update any forward-looking statement, other than as required by law.
©2025 Insulet Corporation. Omnipod is a registered trademark of Insulet Corporation. All rights reserved.
Investor Relations:
Clare Trachtman
Vice President, Investor Relations
(978) 218-0889
Media:
Angela Geryak Wiczek
Senior Director, Corporate Communications
(978) 932-0611
Source: Insulet Corporation