(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

 

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

April 13, 2021

Dear Fellow Shareholders,

Our global expansion continued as we entered five new countries in Western Europe and the Middle East in 2020. We are building our capabilities in each market and leveraging our existing teams and distributor relationships. As we expand our presence, we expect the introduction of Omnipod DASH throughout our international markets to be a growth driver over the long term.

For the fifth consecutive year, we achieved over 20% revenue growth. To keep up with this growth, we expanded capacity at our highly automated manufacturing facility in the U.S. and continued expansion in our operations in China.

We are also looking forward to the commercial launch of our Omnipod® 5 Automated Insulin Delivery System. This innovative technology will be the first tubeless Automated Insulin Delivery System with full smartphone control and no daily injections or fingersticks for people living with type 1 diabetes, ages 6 and up.

In addition to these significant business milestones, we added new benefits and resources to keep our team members engaged and supported throughout the pandemic. We continue to foster a diverse, equitable, and inclusive culture that reflects the diversity of those we serve and creates an environment where all employees feel welcomed, respected, supported, and valued.

With our dedicated and talented employees around the world, we are poised for continued growth and an exciting future while we continue to simplify life for people with diabetes. On behalf of our employees, management, and Board of Directors, I thank you for your continued support and for your investment in Insulet.

Thursday, May 27, 2021

To the Shareholders of Insulet Corporation:

The 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Insulet Corporation, a Delaware corporation (the “Company” or “Insulet”), will be held at 9:00 a.m., Eastern Time, on Thursday, May 27, 2021. The Annual Meeting will be held virtually, via live webcast, at www.virtualshareholdermeeting.com/PODD2021. Shareholders will be able to attend the Annual Meeting, and submit questions and vote their shares during the Annual Meeting, from any location that has internet connectivity. There will be no physical in-person meeting. For further information about how to attend the Annual Meeting via live webcast, and how to submit questions and vote your shares during the live webcast, please see pages 53–56 of the accompanying Proxy Statement as well as the Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 27, 2021, which was mailed to you (the “Notice”).

The Annual Meeting will be held for the following purposes:

Only shareholders of record at the close of business on April 1, 2021 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. A complete list of shareholders entitled to vote at the Annual Meeting will be available for examination during the Annual Meeting at www.virtualshareholdermeeting.com/PODD2021. In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

Under U.S. Securities and Exchange Commission (“SEC”) rules, the Company is providing access to the proxy materials for the Annual Meeting via the internet. Accordingly, you can access the proxy materials and vote prior to the Annual Meeting by visiting http://investor.insulet.com/shareholder-services/annual-meeting. Instructions for accessing the proxy materials and voting are described below and in your Notice. Please review the proxy materials prior to voting.

Acton, Massachusetts

April 13, 2021

Table of Contents

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting to be held at 9:00 a.m., Eastern Time, on Thursday, May 27, 2021 via live webcast at www.virtualshareholdermeeting.com/PODD2021. The Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (hereinafter referred to as the “10-K”) containing financial statements for the fiscal year ended December 31, 2020, is being made available, together with this Proxy Statement, to shareholders at http://investor.insulet.com/shareholder-services/annual-meeting. The 10-K, however, is not a part of the proxy solicitation material.

This summary highlights information related to topics discussed throughout this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Insulet is an innovative medical device company primarily engaged in the development, manufacture, and sale of our proprietary Omnipod System, a continuous insulin delivery system for people with insulin-dependent diabetes. Our mission is to enable our customers to enjoy simplicity, freedom, and healthier lives through innovative technology. The Omnipod Insulin Management System provides a unique alternative to traditional insulin delivery methods. With its simple, wearable design, the disposable Pod provides up to three days of non-stop insulin delivery, without the need to see or handle a needle.

Our Omnipod DASH System was recognized as a 2020 Product of the Year in the Health Systems Category by the Product of the Year organization, the largest consumer-voted award for product innovation with 40,000 U.S. consumers surveyed. We are proud that our innovative medical technology has been recognized by both consumers and the medical device industry for its design and ease-of-use and we are determined to find ways of simplifying life for people living with diabetes.

We believe that empowered, inspired, and supported employees do great things. And while we nurture a fast-paced, high-performance environment, it is in service to our purpose of simplifying the lives of people around the world who need insulin to live healthy and happy lives. That purpose gives our efforts focus, discipline, and accountability.

In 2020, Insulet International was ranked by the UK’s Best Workplaces™ and recognized as a Great Place to Work along with 161 other UK organizations, ranking 50^th out of 70 medium-sized organizations.

Our success depends on the diversity of perspective, thought, experience, and background within our workforce. We recognize that a diverse and inclusive workplace leads to more innovative ideas, more fruitful collaboration, and a more vibrant culture. Diversity and inclusion are also critical to building and maintaining a high-growth, performance culture where all employees can grow and succeed. Insulet therefore strives to recruit, develop, and retain people from all backgrounds and to create an environment that enables employees to bring their whole selves to work.

Our Employee Resource Groups (“ERGs”) help foster a diverse and inclusive culture aligned with our mission, values, and goals. The main objectives of Insulet’s ERGs are to promote a welcoming and respectful workforce, create a more inclusive work environment, empower and connect employees, increase collaboration, and harness diverse workforces for common business goals. Our ERGs serve as a source of inclusion across seven categories: African Descent, LGBTQ+, Sustainability, Veterans and First Responders, Women, Working Parents, and Young Professionals. These ERGs support the acquisition of diverse talent and are sponsored by senior leaders across our organization.

Our approach to giving back is guided by our vision to improve the lives of consumers and caregivers around the world. Through our charitable contributions, strategic partnerships, and employee volunteerism, we strive to build a more inclusive workforce, address disparities in healthcare, and tackle critical issues in communities where we live and work. Currently, we support over 30 advocacy organizations and dozens of charitable and non-profit organizations worldwide, including the Juvenile Diabetes Research Foundation, the American Diabetes Association, and Beyond Type 1 just to name a few.

Another important step is to support organizations that are aligned with Insulet’s mission of improving the lives of people living with diabetes, and our dedication to valuing each other and our broader community, by promoting diversity, equality, and inclusion. During 2020, we made charitable donations intended to further the cause of reducing health disparities to the Satcher Health Leadership Institute and Partners in Health.

Finally, in 2020 we responded when the Commonwealth of Massachusetts communicated an urgent need for personal protective equipment (“PPE”) for our first responders and healthcare workers on the front lines during the COVID-19 pandemic. As a result, our efforts received the following recognition:

While 2020 was a challenging year that required Insulet, and nearly every other company worldwide, to pivot their operations, we are proud of our performance and our employees’ efforts to ensure that we were able to meet product demand levels for our global customers.

2020 was another outstanding year for Insulet, as we delivered our fifth consecutive year of over 20% revenue growth and achieved record annual revenue results for both our U.S. and International diabetes product lines. Despite the extraordinary challenges posed by COVID-19, we executed our strategy, delivered consistently strong growth and advanced our key imperatives. This year demonstrated the resiliency and strength of our people and culture and it is a testament to the loyalty of our customers and the strong value proposition of our differentiated technology.

In 2020 we achieved: revenue growth of 23% over 2019; gross margin of 64%, including a 90 basis point unfavorable impact due to COVID-19 related costs; and both positive operating income and net income for the third consecutive year. Our consistent execution has enabled us to deliver strong revenue growth and expanding margins.

 

We continue to deliver significant long-term value for our shareholders, with fiscal 2020 representing another year of above-market share price performance. The following chart lists our 1-year, 3-year and 5-year total shareholder return as compared to the Russell 3000 and NASDAQ Health Care indices.

 

The Board of Directors carefully reviews its composition to ensure that it has the right mix of people with diverse perspectives, business and professional experience as well as high personal and professional integrity, sound judgment and the ability to participate effectively and collegially in Board discussions. The data in this Corporate Governance summary reflect our nine directors who will continue in office after the 2021 Annual Meeting.

Our directors represent a diverse range of qualifications and skills:

 

The Company is committed to good corporate governance, which we believe will help us sustain our success and continue to build long-term shareholder value. To that end, we have in place Corporate Governance Guidelines which are designed to assist the Company and the Board in implementing effective corporate governance practices. The Board believes that good governance requires not only an effective set of specific practices, but also a culture of responsibility throughout an organization, and governance at Insulet is intended to achieve both. The Board also believes that good governance ultimately depends on the quality of an organization’s leadership, and it is committed to recruiting and retaining directors and officers of proven leadership ability and personal integrity.

The following table highlights some of our corporate governance policies and practices that serve the long-term interests of the Company and our shareholders.

We believe that the delivery of sustainable, long-term value requires regular dialogue with, and accountability to, our shareholders. As a result, our management team participates in numerous investor meetings to discuss our business, strategy, and financial results each year. These meetings generally include in-person, telephone, and webcast engagements, as well as investor conferences and tours of certain Company facilities. During 2020, as in prior years, we reached out to our 20 largest shareholders, representing approximately 70% of our outstanding shares, and offered them the opportunity to discuss with us, among other topics, governance, executive compensation, sustainability, and Board refreshment. Approximately half responded that they did not need a call, stating they had no concerns with our current practices. The other half did engage with us on these and other topics, including our responses to the COVID-19 pandemic, notably the actions we undertook to protect the health and safety of our employees and to ensure that we were able to meet product demand levels. The Chair of our Compensation Committee, who also serves on our Nominating, Governance and Risk Committee, participated in a number of these meetings. We believe these meetings help ensure that the Board and management understand our shareholders’ priorities and work to address them effectively.

We design and manage our compensation programs to align with our overall business strategy and to focus our employees on delivering sustained financial and operating results that drive long-term shareholder value. We believe that it is important that our compensation programs are competitive, maintain a performance and achievement oriented culture, and align our executives’ interests with those of our shareholders.

The charts below show the annual total direct compensation (base salary, annual incentive and long-term incentive) for our CEO and the other named executive officers. For 2020, 90% of our CEO’s and, on average, 79% of our other named executive officer’s compensation was variable, either because it was subject to performance goals, or to fluctuations in stock price, or both.

 

Our compensation programs and practices demonstrate our commitment to responsible pay and governance principles. We evaluate our compensation programs and practices regularly and we modify them to address evolving best practices. The following table highlights some of the practices we have adopted, and those we have avoided, to serve the long-term interests of our shareholders.

Insulet is passionate about our mission to simplify and improve the lives of people living with diabetes. Along with our focus on positively impacting the diabetes community, we are committed to responsible and sustainable growth as a company. We have embraced a holistic and comprehensive approach to sustainability that considers a full range of environmental, social, and governance (“ESG”) topics and their related impacts on our operations, supply chain, internal and external stakeholders, and our planet. In 2020, we conducted our first materiality assessment. This research-intensive and stakeholder-inclusive process identified our most important sustainability topics, and drives our targeted approach to address significant impacts, increase engagement, and mitigate risks.

With considerable opportunities to grow as an organization, we identified the need to establish a global function dedicated to sustainability and develop a comprehensive sustainability strategy. Our new Vice President, Global Sustainability and Chief Sustainability Officer developed our comprehensive multi-year sustainability strategy in 2020 and will lead its implementation. This strategy focuses on three pillars – Resilient Operations, Sustainable Product Innovation, and People and Communities – and establishes an integrated approach for growing responsibly, building on existing capabilities, and setting the foundation for even greater impact on behalf of the global diabetes community. Insulet’s 2020 Sustainability Report, which we expect to publish this spring, will provide more information on Insulet’s sustainability strategy and accomplishments.

Our customers entrust us to deliver high-quality products with life-changing impacts, and we work to preserve this trust and reflect transparency in our business. Insulet’s Code of Business Conduct and Ethics and our Sales and Marketing Code of Conduct guide the actions and decisions of our employees and mandate compliance with all laws and regulations applicable to our operations, including our supply chain.

Reporting to the Chief Operating Officer, our Vice President, Global Sustainability and Chief Sustainability Officer leads our sustainability strategy and maintains responsibility for our ESG practices. We established this role in 2020 to foster cross-functional collaboration and drive our commitment to deliver growth with purpose. Insulet’s Leadership Team and Global Sustainability Team will own, implement, and track the Company’s sustainability strategy and efforts, in collaboration with every major business function and with oversight from the Board of Directors.

The Company’s Certificate of Incorporation divides the Board of Directors into three classes. One class is elected each year for a term of three years. At this year’s Annual Meeting, the shareholders will elect three Class II Directors. The Class II Directors currently consist of John A. Fallon, M.D., Wayne A. I. Frederick, M.D., Shacey Petrovic and Timothy J. Scannell. John A. Fallon has decided not to stand for re-election to the Board and both the Company and the Board expressed their appreciation for Dr. Fallon’s years of distinguished service to the Board and the Company. Accordingly, the Board of Directors, consistent with the recommendation of the Nominating, Governance and Risk Committee, has nominated each of the following nominees to be elected to the Board of Directors as a Class II Director, to hold office until the Annual Meeting of Shareholders to be held in 2024, and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal:

Following the Annual Meeting, the Board of Directors will also be comprised of:

The Board of Directors knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of Director as the Board of Directors may recommend in the place of such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named herein (or, in the circumstances described in the foregoing sentence, for such other person as the Board of Directors may recommend).

A quorum being present, the nominees receiving the highest number of affirmative votes of the shares present or represented by proxy and entitled to vote on such matter at the Annual Meeting will be elected as Class II Directors. However, in accordance with the Company’s majority voting policy, in the event that a nominee receives a greater number of “withhold” votes than votes “for” his or her election, such nominee shall tender his or her written resignation to the Chairman of the Board and such resignation will be considered by the Nominating, Governance and Risk Committee and the Board of Directors. (For additional information, see “Governance of the Company – Governance Policies and Procedures.”)

Set forth below is certain biographical information concerning our Directors, including the experiences, qualifications, attributes or skills that caused the Nominating, Governance and Risk Committee and the Board of Directors to determine that the person should serve as a Director of the Company. We have also included a chart following the director biographies that summarizes the assessment for the full Board.

Dr. Wayne A. I. Frederick, M.D., was initially elected to the Board in October 2020. He is the President of Howard University, having held this position since July 2014, and also serves as the Charles R. Drew Endowed Chair of Surgery at Howard University’s College of Medicine. Prior to July 2014, Dr. Frederick served as Howard University’s Interim President (elected October 2013) after serving as Provost and Chief Academic Officer for more than a year. Following his post-doctoral research and surgical oncology fellowships at the University of Texas MD Anderson Cancer Center, Dr. Frederick began his academic career as Associate Director of the Cancer Center at the University of Connecticut. Upon his return to Howard University, his academic positions included Associate Dean in the College of Medicine, Division Chief in the Department of Surgery, Director of the Cancer Center and Deputy Provost for Health Sciences. He also earned a Master of Business Administration degree from Howard University’s School of Business in 2011. Dr. Frederick, a practicing surgeon, lectures to the medical students and residents of Howard University’s College of Medicine. Dr. Frederick is a fellow of the American College of Surgeons and belongs to numerous surgical organizations, including, the American Surgical Association. Dr. Frederick also serves on the Board of Directors of Humana Inc., Forma Therapeutics Holdings, Inc. and Mutual of America Life Insurance Co. as well as other privately held companies and charitable organizations. Dr. Frederick’s vast experience in medical research, healthcare academics and business administration brings valuable insights to Insulet’s Board.

Ms. Petrovic has served as our President and Chief Executive Officer since January 1, 2019 and has served on our Board of Directors since September 2018. From October 2016 to January 2019, Ms. Petrovic served as our President and Chief Operating Officer. From February 2016 to October 2016, Ms. Petrovic served as our Executive Vice President and President, Diabetes Products, and from February 2015 to February 2016, she served as our Chief Commercial Officer. From 2013 to 2015, Ms. Petrovic served as President and Chief Executive Officer of Clinical Innovations, LLC, a developer and manufacturer of medical devices and diagnostics for women’s health. From 2000 to 2013, Ms. Petrovic served in a number of key roles at Hologic, Inc. and Cytyc Corporation, which merged with Hologic in October 2007, including Vice President and General Manager of Hologic’s GYN Surgical Products division, as well as various sales and marketing leadership roles in the U.S. and Europe. Ms. Petrovic also serves on the Board of Directors of Exact Sciences Corporation. Ms. Petrovic earned her Bachelor of Science in Biology from the University of Wisconsin. Ms. Petrovic brings distinguished senior executive leadership experience, substantial knowledge of the medical device industry and proven experience in the diabetes field.

Mr. Scannell has served on our Board of Directors since August 2014 and as our Chairman of the Board since January 2019. Since August 2018, Mr. Scannell has served as President and Chief Operating Officer of Stryker Corporation, a global leader in the medical technology industry. From 2009 to August 2018, Mr. Scannell served as Group President of Medsurg & Neurotechnology at Stryker and oversaw six of Stryker’s operating divisions in his role, including Instruments, Medical, Endoscopy, Neurovascular, CMF, and Sustainability Solutions. From 1990 to 2009, Mr. Scannell served in various roles at Stryker, including a range of sales and marketing leadership roles, Vice President and General Manager of its Biotech division and President of its Spine business. Mr. Scannell also serves on the Board of Directors of NovoCure Limited. Mr. Scannell holds Bachelor of Science in Business Administration and Master of Business Administration degrees from the University of Notre Dame. Mr. Scannell brings extensive strategic, organizational, and operational skills and experience.

Continuing Class III Directors – Term expires at the 2022 Annual Meeting

Mr. Hollingshead has served on our Board of Directors since July 2019. He currently serves as President of the Sleep and Respiratory Care (“SRC”) business at ResMed, Inc., a global medical technology company focused on the treatment of sleep-related breathing disorders. As President of ResMed’s SRC business, Mr. Hollingshead helped lead ResMed’s transformation from a traditional medical hardware technology business to a SaaS-based digital solutions and services business. Previously, Mr. Hollingshead spent nearly two decades in strategy consulting across a range of industries including biotech, high-tech, and telecommunications. Prior, he was a senior partner in the Strategy and Life Sciences practices at Deloitte Consulting and also served as Managing Partner at Monitor Group, a U.S. strategy consulting firm. Mr. Hollingshead holds a Bachelor of Arts in History and International Relations with Highest Distinction from Stanford University, and a Master’s Degree and Ph.D. in Political Science from the University of California, Berkeley, where he was awarded a graduate student Fellowship by the National Science Foundation. Mr. Hollingshead brings a unique combination of digital strategy and transformation expertise, as well as global corporate leadership and consulting experience in the biotech and life sciences sectors.

Dr. Hopfield, who is NACD Directorship certified, has served on our Board of Directors since July 2015 and served as our Lead Independent Director from August 2016 through December 2018. Dr. Hopfield is a current Trustee and former Chair of the Joslin Diabetes Center. Since February 2018, Dr. Hopfield has served on the Board of Directors of Editas Medicine, Inc., a leading genome editing company developing medicines to cure genetic ocular and blood diseases and to treat cancer. Since November 2020, she has served on the Board of Directors of Maravai LifeSciences Holdings, Inc., a life sciences company providing critical products to enable the development of drug therapies, diagnostics and novel vaccines. Dr. Hopfield has previously served on the Board of Directors of Radius Health, Inc., a biopharmaceutical company focused on endocrine therapies. Dr. Hopfield is a distinguished healthcare executive and diabetes expert with over two decades of experience in the medical and healthcare fields. She is a strategic advisor and investor in healthcare and technology firms seeking to commercialize innovative intellectual property. From 1995 to 2009, Dr. Hopfield was a Partner at McKinsey & Company in their global pharmaceuticals and medical devices practice and she served clients across the pharmaceutical, biotech, medical device and consumer industries with a focus on strategy, R&D management and marketing. She also previously held management positions at Merck Sharp & Dohme Corp. in clinical development, outcomes research, and marketing. Dr. Hopfield earned

a Bachelor of Science from Yale College, a Master of Business Administration from the Harvard Graduate School of Business Administration as a Baker Scholar, and a Doctor of Philosophy in Neuroscience/Biochemistry from The Rockefeller University. Dr. Hopfield brings proven experience in the diabetes field, along with vast executive and consulting experience in the healthcare, pharmaceutical, and medical device industries.

Mr. Lemoine has served on our Board of Directors since February 2016. He also served on the Board of Directors of The L.S. Starrett Company from 2010 to 2020. From 1985 until his retirement in 2010, Mr. Lemoine held the position of Audit Partner at Deloitte & Touche LLP, a public accounting firm. From 1995 to 2000, he served as Deloitte’s Boston office Audit Partner-in-Charge. From 1985 to 1995, Mr. Lemoine served as Deloitte’s Managing Partner of their Worcester, Massachusetts location. From 1980 to 1985, he was Senior Vice President, Finance and Administration at a medical equipment manufacturer. Mr. Lemoine was a Lecturer at Boston College’s Carroll School of Management from 2008 to 2014, where he taught courses in Ethics and Accounting. He earned a Bachelor of Arts in Economics from Boston College and a Master of Science in Accounting from Northeastern University. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accounts and the Massachusetts Society of CPAs. Mr. Lemoine has over 40 years of audit and finance experience and a deep knowledge of accounting, financial reporting and internal controls across a broad array of industries, including manufacturing, biotechnology, pharmaceutical, technology, and healthcare. Mr. Lemoine qualifies as an “audit committee financial expert” under SEC rules.

Continuing Class I Directors – Term expires at the 2023 Annual Meeting

Ms. Crawford has served on our Board of Directors since 2008 and served as our Lead Independent Director from May 2009 to May 2013. Ms. Crawford served as Chief Operating Officer of Healthsource, Inc., a publicly-held managed care organization, from its founding in 1985 until 1997. During her tenure at Healthsource, she led the development of its operating systems and marketing strategies and supported strategic alliances with physicians, hospitals, insurers and other healthcare companies. Since 1997, Ms. Crawford has been a healthcare consultant. She serves on the Board of Directors of Hologic, Inc. and Prolacta Bioscience Inc. She also served on the Board of Directors of Exact Sciences Corporation from 1999 to 2015, Zalicus Inc. from 2007 to 2014, Universal American from 2008 to 2017, Chittenden Corporation from 1998 to 2008, and Cytyc Corporation (which merged with Hologic, Inc. in 2007) from 1998 to 2007. Ms. Crawford earned a Bachelor of Arts from Smith College and a Master of Science from Boston University. Ms. Crawford brings experience as a board and committee member of public companies, a detailed understanding of the healthcare and managed care industries, which are directly relevant to our business, and the practical knowledge gained in her previous role as Chief Operating Officer of a publicly-held managed care organization.

Mr. Minogue has served on our Board of Directors since August 2017. Since 2004, Mr. Minogue has served as President and Chief Executive Officer of Abiomed, Inc., a global leader in healthcare technology and innovation, and was appointed Chairman in 2005. Prior to joining Abiomed, Mr. Minogue held several roles at General Electric, including Vice President and General Manager of Americas Sales and Marketing for GE Medical Systems Information Technology. Mr. Minogue currently serves on the Board of Directors of the Advanced

Medical Technology Association (AdvaMed) and as Chair of the Board of Directors of the Medical Device Innovation Consortium, a public-private partnership with the medical device industry, government and nonprofits. Mr. Minogue serves as a Manager on the Board of Managers of Bioventus LLC, is the Chairman of the Governor’s Advisory Council on Veterans’ Services for the Commonwealth of Massachusetts and is the Co-Founder and Chairman of the Mentoring Veterans Program (MVPvets), a nonprofit organization that helps military veterans network with industry mentors to discover career opportunities in the life sciences industries. Mr. Minogue served as an Infantry officer in the U.S. Army, receiving multiple distinctions, including a Bronze Star. He received a Bachelor of Science in Engineering Management from the United States Military Academy at West Point and a Master of Business Administration from the University of Chicago. Mr. Minogue brings distinguished senior executive leadership experience, as well as direct experience driving innovation and product development.

Ms. Nevinny has served on our Board of Directors since January 2019. Since 2019, Ms. Nevinny has served as General Partner of Avestria Ventures, a venture capital firm focused on early stage investments in women's health care and women in Lifesciences. Since 2010, she has served as General Partner at LMNVC, LLC, a seed venture fund making early-round investments in start-up companies that have products or provide services to improve quality of life, including health and wellness oriented businesses. From 2003 to 2010, she served in various roles at Edwards Lifesciences Corporation, a global leader in patient-focused medical innovations for structural heart disease, as well as critical care and surgical monitoring, including General Manager - Cardiac Surgery Systems, President of Global Operations, and Chief Financial Officer and Treasurer. During this time, Ms. Nevinny was responsible for global manufacturing, quality and supply chain operations, as well as oversight of core operating units including finance, IT, internal audit and risk management. Prior to joining Edwards Lifesciences Corporation, Ms. Nevinny held various finance and investment banking positions. Ms. Nevinny is a member of the Board of Trustees and Executive Committee of the United States Olympic and Paralympic Foundation and serves on the Board of Directors of Restorsea LLC. She previously served on the Board of Directors of privately-held nVision Medical Corp., a company focused on developing medical devices in the women’s health innovation space, as well as on the Boards of Directors of various public companies, including Avanir Pharmaceuticals, Inc., Neurocrine Biosciences, Inc., and Onyx Pharmaceuticals, Inc. Ms. Nevinny chaired the Audit Committees of Avanir Pharmaceuticals, Inc., Neurocrine Biosciences, Inc. and Onyx Pharmaceuticals, Inc. Ms. Nevinny holds a Bachelor of Science in Industrial Engineering from Stanford University and a Master of Business Administration from Harvard Business School. Ms. Nevinny brings considerable public board experience and a breadth of first-hand experience managing complex global finance, logistics, regulatory and manufacturing operations, which are directly relevant to our business.

The business and affairs of the Company are managed under the direction of our Board of Directors, which currently consists of ten members. The Board has an Audit Committee, a Compensation Committee and a Nominating, Governance and Risk Committee (the “Governance Committee”). Each committee has a charter that has been approved by the Board. These charters are available in the Corporate Governance section of the Company’s website at http://www.insulet.com. Each committee reviews the appropriateness of its charter at least annually. Additional details concerning the role and structure of the Board of Directors are contained in the Board’s Corporate Governance Guidelines, which can be found in the Corporate Governance section of the Company’s website at http://www.insulet.com.

The Board has determined that each of our Directors, other than Shacey Petrovic, our President and Chief Executive Officer, are independent within the meaning of the director independence standards of The NASDAQ Stock Market, Inc. (“NASDAQ”). Those independent directors are: Sally W. Crawford, John A. Fallon, Wayne A. I. Frederick, James R. Hollingshead, Jessica Hopfield, David Lemoine, Michael R. Minogue, Corinne H. Nevinny and Timothy J. Scannell. The Audit Committee, Compensation Committee and Governance Committee each consist solely of independent Directors.

The Company’s Board of Directors regularly assesses the Board’s leadership structure to determine the appropriate leadership for the Company. Based on the Board’s most recent assessment, and in connection with the appointment of Shacey Petrovic as Chief Executive Officer as of January 1, 2019, the Board determined that the most advantageous leadership structure for the Company and its shareholders was to appoint an independent, non-employee Director, Timothy J. Scannell, as the Chairman of the Board.

The Chairman of the Board is responsible for, among other things, coordinating with the Chief Executive Officer on the creation of the agenda for each meeting, providing input regarding the materials provided to the Board of Directors in advance of each meeting, ensuring that topics at each meeting are effectively covered, chairing executive sessions of the Board, acting as the principal liaison between the independent Directors and management, and serving as the focal point for shareholder requests addressed to the independent Directors. Additionally, pursuant to the Company’s By-Laws and Corporate Governance Guidelines, the Chairman of the Board is responsible for, among other things, receiving Board member resignation letters, calling special meetings, presiding at Board meetings, and executing certain contracts and/or instruments. The Board believes that having an independent Director serve as Chairman of the Board ensures a greater role for the independent Directors in the oversight of the Company and active participation of the independent Directors in setting agendas and establishing priorities and procedures for the work of the Board.

The Company does not have a policy as to whether the same person should serve as both Chief Executive Officer and Chairman of the Board. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes provides the most appropriate leadership for the Company at that time. The Company recognizes that, depending on the circumstances, different Board leadership structures may be appropriate. However, the Company believes its current Board leadership structure, which includes an independent Chairman of the Board, supports the CEO in driving the Company’s growth and objectives and currently is the preferable Board leadership structure for the Company.

The Governance Committee is responsible for reviewing with the Board from time to time the appropriate qualities, skills and characteristics desired of members of the Board in the context of the needs of the business and current make-up of the Board. The Governance Committee must be satisfied that each committee-recommended nominee will have high personal and professional integrity, demonstrated exceptional ability and judgment, a broad experience base or an area of particular expertise or experience that is important to the long-term success of the Company, a background that is complementary to that of existing Directors so as to provide management and the Board with a diversity and freshness of views, a level of self-confidence and articulateness to participate effectively and cooperatively in Board discussions, the willingness and ability to devote the necessary time and effort to perform the duties and responsibilities of Board membership, and the experience and ability to bring informed, thoughtful and well-considered opinions for the benefit of all shareholders to the Board and management.

In addition to these minimum qualifications, the Governance Committee will recommend that the Board select persons for nomination to help ensure that (i) a majority of the Board shall be “independent,” in accordance with the standards established by NASDAQ, (ii) at least one member of the Audit Committee shall have such experience, education and other qualifications necessary to qualify as an “audit committee financial expert,” as defined by SEC rules, (iii) the Audit Committee, the Compensation Committee and the Governance Committee each shall be comprised entirely of independent Directors, and (iv) each member of the Audit Committee is able to read and

understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. Finally, in addition to any other standards the Governance Committee may deem appropriate for the overall structure and composition of the Board, the Governance Committee may consider whether a nominee has direct experience in the industry or in the markets in which the Company operates.

The members of the Board possess a broad range of executive leadership experience derived from their service as executives in many settings, including as chief executive officers or chief financial officers of comparable corporations. They also bring extensive board experience. The process undertaken by the Governance Committee in recommending qualified Director nominees is described below under “Governance of the Company – Governance Policies and Procedures.” While the Governance Committee does not have a formal policy with respect to diversity, the Company, the Board and the Governance Committee believe that it is essential to have diversity on the Board. As a result, the Board and the Governance Committee may, and do, consider the diversity of background and experience of a Director nominee, such as diversity of knowledge, attributes, skills, experience, geographic location, age, gender, and ethnicity, in order to recruit an appropriate mix of knowledge, skills and experience in the context of the needs of the business.

At least annually, the Board reviews the skills of its members, as well as the overall composition of the Board, in order to ensure that the Board maintains the diverse set of skills, attributes, experience, perspectives and breadth of knowledge that is necessary to effectively oversee the Company’s business and strategy. During 2020 the Board appointed Dr. Wayne A. I. Frederick to the Board. Dr. Frederick is the President of Howard University. A distinguished researcher and surgeon, Dr. Frederick continues to work as a surgeon, and also lectures to medical students and residents of Howard’s College of Medicine. The Board believes that Dr. Frederick’s exemplary career as a leader in medical research, healthcare academics and business administration brings valuable perspective to the Board to assist in the advancement of our global strategic growth initiatives.

During 2019, the Board appointed Corinne H. Nevinny and James R. Hollingshead to the Board. Ms. Nevinny brings strong leadership experience as a former Chief Financial Officer of a public company in the life sciences industry, extensive board experience, and expansive knowledge from her positions in finance and investment. Mr. Hollingshead brings a unique combination of digital strategy and transformation expertise, as well as global corporate leadership and consulting experience in the biotech and life sciences sectors.

The Board of Directors met six times during the fiscal year ended December 31, 2020. Each of the Directors attended 100% of the aggregate of the total number of meetings of the Board and the committees of the Board on which he or she served during the fiscal year ended December 31, 2020.

The Company’s policy is that all Directors are encouraged to attend the Annual Meeting of Shareholders. All of the Directors then serving on the Board attended the Annual Meeting of Shareholders held in 2020.

The following table sets forth the current membership and chairs of the committees of the Board.

Non-employee, independent members of the Board of Directors meet without the employee Director(s) of the Company following most regularly scheduled Board meetings and occasionally at specially called meetings arranged by our independent Chairman of the Board. These executive sessions include only those Directors who meet the independence requirements promulgated by NASDAQ, and Timothy J. Scannell, as Chairman of the Board, is responsible for chairing these executive sessions.

The Board views ensuring thoughtful, seamless and effective transitions of leadership to be a primary responsibility of the Board. Upon the retirement of the Company’s former Chief Executive Officer as of December 31, 2018, and in alignment with its executive succession planning, the Board named Shacey Petrovic, then the Company’s President and Chief Operating Officer, as President and Chief Executive Officer effective January 1, 2019. The full Board and the Governance Committee periodically review succession planning for our Chief Executive Officer. Our Chief Executive Officer periodically discusses with the Board her recommendations and evaluations of potential successors to her position, including in the event of an unexpected emergency, and reviews development plans, if any, recommended for such individuals.

The Board of Directors is responsible for overseeing the Company’s risk assessment and management function, considering the Company’s major financial risk exposures and evaluating the steps that the Company’s management has taken to monitor and control such exposures. For example, the Board receives regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, and reputational risks. In particular, the Board reviews cybersecurity risks and incidents as well as other risks and incidents relevant to our information technology system controls and security. The Board also reviews the risks associated with the Company’s strategic plan and discusses the appropriate levels of risk in light of the Company’s business objectives. This is done through an annual strategy review process and from time-to-time throughout the year as part of the Board’s ongoing review of corporate strategy.

The various Committees of the Board are also responsible for monitoring and reporting to the full Board on risks associated with their respective areas of oversight. The Audit Committee, among other things, oversees the management of market and operational risks that could have a financial impact, such as those relating to internal controls, the integrity of the Company’s financial statements and financial liquidity. The Compensation Committee oversees risks associated with the Company’s compensation practices and programs. The Governance Committee oversees risks relating to the Company’s corporate governance practices, including director independence and the breadth of skills of directors serving on the Board, succession planning for the Chief Executive Officer, and matters relating to regulatory compliance. In connection with its oversight responsibilities, each Committee often meets with the members of management

who are primarily responsible for the management of risk in their respective areas, including, among others, the Company’s Chief Financial Officer, General Counsel, Chief Human Resources Officer, and senior regulatory, information technology, R&D and compliance officers.

As provided in our Corporate Governance Guidelines, the Board has established an overboarding policy to help ensure a director’s service on other public company boards does not impair the director’s ability to effectively serve on our Board. To that end, the Board believes that directors who serve as the chief executive officer of any business corporation (including the Company) should not serve on more than two public company boards (inclusive of our Board) and that all other directors should not serve on more than five public company boards (inclusive of our Board).

In order to maintain the Company’s governance standards, the Board of Directors, and each committee thereof, is required to undertake annually a formal self-evaluation process. As part of this process, the members of the Board of Directors, and each committee thereof, evaluate a number of competencies, including, but not limited to, its structure, roles, processes, composition, development, dynamics, effectiveness and involvement.

The Company has adopted a “code of ethics,” as defined by regulations promulgated under the Securities Act of 1933, as amended, that applies to all of the Company’s Directors and employees worldwide, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the Code of Business Conduct and Ethics is available in the Investor Relations section of the Company’s website at http://www.insulet.com. A copy of the Code of Business Conduct and Ethics may also be obtained, free of charge, from the Company upon a request directed to: Insulet Corporation, 100 Nagog Park, Acton, Massachusetts 01720, Attention: Secretary. The Company intends to disclose any amendment to, or waiver of, a provision of the Code of Business Conduct and Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on its website at http://www.insulet.com.

For more corporate governance information, you are invited to access the Investor Relations section of the Company’s website available at http://www.insulet.com.

The Board of Directors has adopted a policy that provides that if the Company is required to restate any of its financial statements due to both (i) the material non-compliance of the Company with any financial reporting requirement and (ii) misconduct of any executive officer of the Company (a “Covered Officer”), then the Compensation Committee may require any Covered Officer to repay to the Company that part of the cash bonus and long-term equity incentive compensation (“Incentive Compensation”) received by that Covered Officer during the one-year period preceding the publication of the restated financial statement that the Compensation Committee determines was in excess of the amount that such Covered Officer would have received had such Incentive Compensation been calculated based on the financial results reported in the restated financial statements.

The Compensation Committee may take into account any factors it deems reasonable in determining whether to seek recoupment of previously paid Incentive Compensation and how much compensation to recoup from any individual Covered Officer (which need not be the same amount or proportion for every Covered Officer), including any determination by the Compensation Committee regarding which Covered Officer engaged in misconduct or was responsible in whole or in part for the events that led to the financial restatement. The amount and form of the compensation to be recouped will be determined by the Compensation Committee in its discretion, and recoupment of compensation paid as annual cash bonuses or long-term incentives may be made, in the Compensation Committee’s discretion, through cancellation of vested or unvested stock options, cancellation of unvested restricted stock units and/or cash repayment.

The Board of Directors has adopted a policy recommending that all Directors and executive officers own a significant equity interest in the Company’s common stock, subject to a phase-in period. The policy advises that Directors own Company common stock with a value at least equal to three times their annual retainer. The policy recommends that the Chief Executive Officer own Company common stock with a value at least equal to three times her base salary, and that the other executives own Company common stock with a value at least equal to their base salaries. Subject to the phase-in requirements, all of the Directors and executive officers are in compliance with this policy. Further information regarding this policy can be found in the Compensation Discussion and Analysis portion of this Proxy Statement.

The Board of Directors has adopted Insider Trading Procedures which prohibit Directors and officers from:

The Company’s By-Laws provide for plurality voting in Director elections. In February 2012, the Board of Directors adopted a majority voting policy. Pursuant to the Company’s majority voting policy, in any uncontested election of Directors, any nominee for Director who receives a greater number of “withhold” votes than votes “for” his or her election must, within five days following the certification of the shareholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Governance Committee.

Any resignation tendered pursuant to the majority voting policy will be effective on the earlier of (i) the date such resignation is accepted by the Board or (ii) the 61^st day following the date of the shareholders’ meeting at which the election occurred, unless the Board chooses not to accept such resignation.

The Governance Committee will consider such tendered resignation and, within 30 days following the date of the shareholders’ meeting at which the election occurred, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board, the Governance Committee will consider all factors deemed relevant by the members of the Governance Committee including, without limitation:

The Board will take formal action on the Governance Committee’s recommendation no later than 60 days following the date of the shareholders’ meeting at which the election occurred. In considering the Governance Committee’s recommendation, the Board will consider the information and factors considered by the Governance Committee and such additional information and factors as the Board deems relevant.

Within four business days following the Board’s decision on the Governance Committee’s recommendation, the Company will publicly disclose the Board’s decision in a Form 8-K, providing an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation.

Any Director who is the subject of the evaluation described in this section will not participate in Governance Committee or Board deliberations or recommendations regarding the appropriateness of his or her continued service, except to respond to requests for information. If a majority of the members of the Governance Committee are subject to this evaluation process, then the independent Directors on the Board who are not subject to the evaluation will appoint a Board committee amongst themselves solely for the purpose of conducting the required evaluation. This special committee will make the recommendation to the Board otherwise required of the Governance Committee.

The Board of Directors is responsible for approving nominees to the Board. Generally, the Governance Committee identifies candidates for Director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by members of the Board, shareholders, or through such other methods as the Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Governance Committee will assess whether the candidates meet all of the minimum qualifications for Director nominees established by the Governance Committee. The Governance Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or other means that the Governance Committee deems helpful in the evaluation process. The Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Governance Committee recommends candidates to the Board of Directors for approval as nominees for election to the Board of Directors. The Governance Committee also recommends candidates to the Board of Directors for appointment to the Committees of the Board of Directors.

The Governance Committee will consider Director nominee candidates who are recommended by shareholders of the Company. Shareholders, in submitting recommendations to the Governance Committee for Director nominee candidates, must follow these procedures:

Insulet Corporation

100 Nagog Park

Acton, Massachusetts 01720

Attn: Secretary

The Secretary will promptly forward any such nominations to the Governance Committee. As a requirement to being considered for nomination by the Company’s Board of Directors, a candidate must comply with the following minimum procedural requirements:

Once the Governance Committee receives the nomination of a candidate, and the candidate has complied with the minimum procedural requirements set forth above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the Board of Directors. These procedures for recommending a Director nominee to the Governance Committee are subject to the applicable provisions of the Company’s By-Laws, as described in the section entitled “Shareholder Proposals.”

The Board of Directors provides shareholders with the ability to communicate with the Board of Directors as a whole and with individual Directors on the Board of Directors through an established process for shareholder communication as follows:

For shareholder communications directed to the Board of Directors as a whole, shareholders may send such communications to the attention of the Secretary by U.S. mail, courier or expedited delivery service to:

Insulet Corporation

100 Nagog Park

Acton, Massachusetts 01720

Attn: Secretary

For shareholder communications directed to an individual Director in his or her capacity as a member of the Board of Directors, shareholders may send such communications to the attention of the individual Director by U.S. mail, courier or expedited delivery service to:

Insulet Corporation

100 Nagog Park

Acton, Massachusetts 01720

Attn: [Name of the Director]

The Company will forward any such shareholder communication to the Chairman of the Board, or to the Director to whom the communication is addressed, on a periodic basis.

The Company’s Related Party Transaction Approval Policy is included in the written charter of our Audit Committee. That policy applies:

Pursuant to the policy, the Audit Committee will consider relevant facts and circumstances in determining whether or not to approve or ratify such a transaction and will approve or ratify only those transactions that are, in its judgment, appropriate or desirable under the circumstances. The Audit Committee determined that there were two transactions that qualified as related party transactions since the beginning of 2020.

Peter Wells, the stepson of Sally Crawford, a member of our Board of Directors, is employed by the Company as a Senior Salesforce Analyst. In 2020, the total compensation paid to Mr. Wells, including salary, bonus, and an award of twenty restricted stock units in connection with a Company-wide equity award in recognition of Insulet’s 20^th anniversary, was approximately $137,000. Ms. Crawford was not involved in the hiring of Mr. Wells, and his compensation was similar to the compensation of other employees holding equivalent positions.

FMR LLC (“Fidelity”) beneficially owned approximately 15% of our common stock as of December 31, 2020. Fidelity, or one or more of its affiliates, is the third-party administrator for the Company’s equity compensation plan and the Company’s Employee Stock Purchase Plan and also provides management services for the Company’s Health Savings Account program. The Company paid Fidelity approximately $160,000 in 2020 related to these services.

The following table and accompanying notes provide information about the beneficial ownership of Insulet common stock by: (i) each shareholder known by us to be the beneficial owner of more than 5% of Insulet common stock, (ii) each of our Named Executive Officers (listed in the Summary Compensation Table), (iii) each of our Directors and nominees for Director, and (iv) all of our Directors and executive officers as a group. Except as otherwise noted, the persons identified have sole voting and investment power with respect to the shares of Insulet common stock beneficially owned. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to the shares. Except as otherwise noted, the information below is based upon 66,213,670 shares of the Company’s common stock outstanding as of April 1, 2021.

Executive officers are chosen by and serve at the discretion of the Board of Directors. Set forth below are the names and ages of our executive officers, as of April 1, 2021, along with certain biographical information for all but Shacey Petrovic, our President and Chief Executive Officer. For Ms. Petrovic’s biographical information, please see page 10.

Mr. Alpuche has served as our Executive Vice President and Chief Operating Officer since February 2019. From February 2018 to February 2019, Mr. Alpuche served as our Executive Vice President and Chief Operations Officer. From February 2017 to February 2018, Mr. Alpuche served as our Executive Vice President, Global Manufacturing and Operations, and from February 2016 to February 2017, he served as our Senior Vice President, Global Manufacturing and Operations. From 2012 to February 2016, Mr. Alpuche served as an independent consultant for both domestic and international companies in the food, beverage and chemical industries. Previously, Mr. Alpuche spent thirty years at PepsiCo in leadership roles of increasing responsibility overseeing domestic and international plant operations. Earlier in his career at PepsiCo, he held a number of management roles in plant operations, product management and quality control. Most recently, he served as PepsiCo’s Senior Vice President of North America Beverages, and before that he held the position of Vice President and General Manager, Concentrate Operations, Asia and Americas. Mr. Alpuche holds a Bachelor of Science in Business Administration from Delaware Valley College and obtained an Executive Master of Science in Organizational Management from the University of Pennsylvania.

Mr. Benjamin has served as our Senior Vice President, Innovation and Strategy since February 2020. From February 2018 to January 2020, he served as Senior Vice President, R&D, New Product Development and Commercialization. From February 2016 to January 2018, he served as Vice President, Supplier Development, and from June 2015 to January 2016, Mr. Benjamin served as Director and Senior Director, Business Development. Prior to joining Insulet, from 2004 to 2012, Mr. Benjamin held roles of increasing responsibility spanning R&D, manufacturing and quality with Abbott Laboratories. From 2013 to May 2015, Mr. Benjamin attended Harvard Business School’s MBA program, from which he graduated with High Distinction. Mr. Benjamin holds a Bachelor of Science in Industrial Engineering and Operations Research from the University of California, Berkeley, a Master of Engineering in Bioengineering from the University of California, San Diego, and a Master of Business Administration from Harvard Business School.

Mr. Christensen has served as our Executive Vice President and Chief Commercial Officer since February 2019. From May 2017 to February 2019, Mr. Christensen served as our Senior Vice President and Chief Commercial Officer. From August 2013 to May 2017, Mr. Christensen served as General Manager of Preventive Care of Myriad Genetics, Inc. From 2009 to July 2013, Mr. Christensen served as Vice President, Sales and Marketing of Hologic, Inc. Prior to 2009, Mr. Christensen held several leadership roles at Hologic, including District Sales Manager and Regional Business Director. Mr. Christensen earned a Bachelor of Science in Business Management from Utah Valley University and received a Master of Business Administration from the University of Utah.

Mr. Kapples has served as our Senior Vice President, General Counsel and Secretary since March 2019. From December 2015 to March 2019, he served as Vice President, General Counsel and Secretary at GCP Applied Technologies, Inc. From February 2015 to August 2015, Mr. Kapples served as Vice President at Medtronic plc, where he assisted with legal transition and integration matters related to Medtronic's acquisition of Covidien plc. From November 2006 to January 2015, prior to Medtronic’s acquisition of Covidien, Mr. Kapples served as Vice President and Corporate Secretary of Covidien. Prior to his role at Covidien, Mr. Kapples served in various roles of increasing responsibility at Raytheon Company, including Assistant General Counsel and Secretary, and he was a Corporate Associate at Sullivan & Worcester LLP. Mr. Kapples earned his Bachelor of Arts in English from Georgetown University and his Juris Doctor from the Georgetown University Law Center.

Mr. Manea has served as our Senior Vice President and Chief Human Resources Officer since May 2020. He has extensive cross-cultural, functional, and geographical experience. Prior to joining Insulet, he was at Novartis for 14 years where he served in various senior Human Resources positions at the global and regional level including Global Head of HR for Novartis Oncology. Most recently, he was the Country People & Organization Head for Novartis, U.S. Prior to joining Novartis, Mr. Manea held positions in Human Resources at Eli Lilly across Europe, the U.S., and Middle East. He has broad expertise in talent acquisition, talent development, total rewards, and organizational design and strategic planning. Mr. Manea is a medical doctor and practiced medicine for several years in his native Romania. He earned a Master of Business Administration from Washington State University and the Romanian Academy of Economic Studies.

Mr. McMillan has served as our Executive Vice President, Chief Financial Officer and Treasurer since March 2019. From January 2015 to March 2019, he was Chief Financial Officer and Vice President of Finance of the Minimally Invasive Therapies Group at Medtronic plc. From November 2006 to January 2015, prior to Medtronic’s acquisition of Covidien plc, Mr. McMillan held a variety of leadership positions at Covidien, including Chief Financial Officer and Vice President of Finance of the Medical Devices Group & U.S., Chief Financial Officer and Vice President of Finance of the Surgical Solutions Business Unit, and Vice President Finance and Controller of the Respiratory and Monitoring Solutions Business Unit. Mr. McMillan started his career in accounting, audit, financial analysis and investor relations positions at various institutions. Mr. McMillan earned his Bachelor of Science in Business Administration from Merrimack College and a Master of Business Administration from the Bentley University McCallum Graduate School of Business.

Mr. Spears has served as our Senior Vice President Regulatory Affairs and Compliance since May 2019. From February 2017 to May 2019, Mr. Spears served as our Senior Vice President, Quality and Regulatory Affairs. From July 2015 to February 2017, Mr. Spears served as our Senior Vice President, Quality, Regulatory and Clinical Affairs. From 2011 to July 2015, Mr. Spears served as Vice President, Quality Assurance & Regulatory Affairs at Covidien plc, which was acquired by Medtronic in 2015. From 2006 to 2011, Mr. Spears served as Vice President, Quality Assurance at Covidien. From 1999 to 2006, he had several years of progressively broader assignments at Covidien, then known as Tyco Healthcare. Mr. Spears also served as a paralegal at two law firms over an 11-year period. He earned his Bachelor of Arts from the University of Tennessee and a Master of Business Administration from the University of South Carolina.

For purposes of the following Compensation Discussion and Analysis (“CD&A”) and executive compensation disclosures, the individuals listed below are referred to collectively as our “named executive officers.” They are our President and Chief Executive Officer, our Executive Vice President, Chief Financial Officer and Treasurer, and our three other most highly compensated executive officers, based on fiscal 2020 compensation.

The Compensation Committee of our Board of Directors (the “Committee”) has adopted an integrated executive compensation program that is intended to align our named executive officers’ interests with those of our shareholders and to promote the creation of shareholder value without encouraging excessive or unnecessary risk-taking. Additionally, the Committee has tied a majority of our named executive officers’ compensation to a number of key performance measures that contribute to or reflect shareholder value. Specifically, in addition to a base salary, our named executive officers’ compensation package includes (i) an annual incentive cash compensation program that is tied to the Company’s attainment of objective pre-established financial performance metrics and (ii) long-term equity awards consisting of stock options, restricted stock units, and performance units tied to financial metrics over a three-year performance period. The Committee believes the executive compensation program has played a significant role in our ability to attract, motivate and retain an experienced, successful executive team.

We are primarily engaged in the development, manufacture and sale of our proprietary Omnipod^® System, a continuous insulin delivery system for people with insulin-dependent diabetes, which we have been selling since 2005. The Omnipod System consists of: the Omnipod Insulin Management System (“Omnipod”) and the Omnipod DASH^TM Insulin Management System (“Omnipod DASH” or “DASH”), our digital mobile Omnipod platform. We believe the Omnipod System’s innovative proprietary design and differentiated features allow people with insulin-dependent diabetes to live their lives and manage their diabetes, with unprecedented freedom, comfort, convenience and ease.

Fiscal 2020 was another successful year for Insulet, as we delivered our fifth consecutive year of over 20% revenue growth and achieved record annual revenue results for both our U.S. and International diabetes product lines. Despite the extraordinary challenges posed by COVID-19, we executed our strategy, delivered consistently strong growth and advanced our key imperatives. This year demonstrated the resiliency and strength of our people and culture and it is a testament to the loyalty of our customers and the strong value proposition of our differentiated technology.

We made significant progress advancing our strategy to drive leadership in consumer-focused innovation, expand access for Omnipod through our pay-as-you-go business model in the United States and grow our addressable market through continued penetration in both the Type 1 and Type 2 diabetes markets, and through international expansion.

Our mission is to simplify the lives of people with diabetes. During 2020, we continued to invest heavily in our people, clinical and innovation pipelines, and our global infrastructure, as we further scale our business to drive increased Omnipod adoption globally. We remain on track to introduce the next step forward in consumer-focused innovation with our expected commercial release of the Omnipod 5 Automated Insulin Delivery System this year. In addition, we meaningfully expanded our global manufacturing capabilities and scale as we seek to drive increased global capacity and redundancy and position Insulet to support growing demand for our products and to drive margin expansion in the years ahead.

Operationally, in fiscal 2020:

As a result of our strong financial results for fiscal 2020, the annual incentive plan (“AIP”) funding level for payouts under the 2020 AIP to our named executive officers (before individual adjustments) was established at a performance level of 144.1%.

We continue to deliver significant long-term value for our shareholders, with fiscal 2020 representing another year of above-market share price performance. The following chart lists our 1-year, 3-year and 5-year total shareholder return as compared to the Russell 3000 and NASDAQ Health Care indices.

 

Returns are as of the trailing 1-year, 3-year and 5-year periods ending December 31, 2020.

The Company is committed to best practices in compensation governance. The following aspects of the Company’s compensation program reinforce that commitment:

The Committee believes that our executive compensation strategy and philosophy are directly aligned with our goal of delivering consistent growth in shareholder value. In furtherance of that goal, we have designed our compensation programs with the following core beliefs:

The Company has adopted compensation programs that are designed to attract, motivate and retain the exceptional talent necessary to achieve our long-term strategic objectives. Because we consider “pay-for-performance” to be an over-arching design principle across our compensation programs, the majority of compensation payable to our named executive officers is performance-based.

When establishing compensation for our named executive officers, we strive to set overall target total direct compensation at a competitive level by comparing like roles with peer companies. Individual named executive officers may be compensated above or below the median of the market based on factors such as experience, performance, scope of position, internal equity, and the competitive demand for proven talent. Our programs are also designed to provide the necessary flexibility to address individual circumstances that may arise during the executive recruiting process.

Each year, the Company holds a “say-on-pay” vote. At our 2020 Annual Meeting of Shareholders, we presented our shareholders with a proposal to approve on an advisory basis, the compensation of our named executive officers as disclosed in our 2020 proxy statement. Approximately 99% of the shares voted on this proposal were cast in support of our 2020 executive compensation program. While the Committee viewed the results of the “say-on-pay” vote as broad shareholder support for our executive compensation programs, the Committee does, and will continue to, consider the results of shareholder advisory votes on executive compensation when making future decisions relating to our executive compensation programs and compensation for named executive officers.

During fiscal 2020, as in prior years, we conducted significant shareholder outreach by offering or engaging in discussions with investors representing approximately 70% of our shares outstanding. During 2020, we reached out to our 20 largest shareholders and offered them the opportunity to discuss with us, among other topics, our corporate governance structure, including executive compensation programs. Approximately half responded that they did not need a call, stating they had no concerns with our corporate governance and compensation practices. The other half decided to engage with us and used the opportunity as a way to continue our frequent dialogue and to discuss a variety of corporate governance topics. The Chair of the Committee participated in a number of these discussions.

When setting compensation for named executive officers, the Committee focuses on target total direct compensation. Total direct compensation includes three major components, base salary, annual incentive compensation and long-term equity awards, all of which are designed to work together to drive a complementary set of behaviors and outcomes.

Base Salary. Base salary is intended to provide a fixed compensation amount to each named executive officer related to the performance of core job responsibilities. Base salary reflects the market value of the named executive officer’s role, with differentiation for individual capability and experience.

Annual Incentive Compensation. Annual incentive compensation in the form of a market-competitive, performance-based cash bonus, is designed to focus our named executive officers on pre-set financial and strategic objectives each year and drive specific behaviors that foster short- and long-term growth and shareholder value.

Long-Term Equity Incentive Awards. Long-term incentive compensation generally consists of grants of stock options, restricted stock units and performance units. The Committee designs our long-term incentive compensation awards to align the interests of named executive officers with the interests of our shareholders in long-term growth, reward executives for shareholder value creation, recognize executives for their contributions to the Company and promote retention.

In addition to receiving direct compensation, named executive officers also participate in various employee benefit programs, as described in the “Other Benefits” section of this CD&A.

The charts below illustrate, for fiscal 2020, the distribution of value among the three elements of direct compensation - base salary, target annual incentive awards and target long-term equity incentives - for our CEO and, on average, for the other named executive officers. The long-term equity incentive component reflects the fiscal 2020 annual equity award, which is based on the total dollar value awarded by the Committee before conversion to the various forms of equity awards (see the “Long-Term Incentive Compensation” section of this CD&A). Of target total direct compensation 90% of our CEO’s and, on average, 79% of our other named executive officers’ compensation was variable, either because it was subject to performance goals, or to fluctuations in stock price, or both.

 

Base salary, which represented only 10% of our CEO’s target total direct compensation and, on average, 21% of target total direct compensation of our other named executive officers, is reviewed on an annual basis relative to competitive benchmarking, position scope, performance, and contributions for the prior year. For fiscal 2020, the Committee reviewed the base salaries payable to our named executive officers with consideration of market positioning as well as individual performance. For Ms. Petrovic, and Messrs. Alpuche, Christensen and McMillan, the Committee determined that a merit increase based on their individual performance was appropriate. For Mr. Manea, who commenced employment on May 11, 2020, the Committee established his base salary in connection with his commencement of employment.

The Committee approved the following base salaries for fiscal 2020 for our named executive officers:

Annual incentive compensation supports the Committee’s pay-for-performance philosophy and aligns individual goals with Company goals. Under our Annual Incentive Plan (“AIP”), named executive officers are eligible for cash awards based on the Company’s attainment of pre-established performance metrics. The Committee, with input from its independent compensation consultant, structured the 2020 AIP as follows:

2020 AIP Targets. The fiscal 2020 AIP targets for our named executive officers, which is a percentage of their base salary, were established by the Committee as follows:

2020 Performance Metrics. The Committee established 2020 AIP performance metrics based on key components of our 2020 annual budget and after consideration of representative measures of overall corporate performance during the year. After considering various plan design alternatives, the Committee approved the use of Adjusted Revenue and Adjusted EBIT, with seventy-five percent (75%) of the award based on Adjusted Revenue and twenty-five percent (25%) of the award based on Adjusted EBIT. The Committee selected these metrics because they were consistent with our strategic objectives of top-line growth and continued profitability.

For purposes of the 2020 AIP, Adjusted Revenue and Adjusted EBIT were defined as follows:

For purposes of the 2020 AIP, Revenue and EBIT are adjusted to exclude: (i) variances attributable to fluctuations in foreign exchange rates (i.e., constant currency basis); (ii) the impact of mergers and acquisitions; (iii) changes in accounting policies and accounting reclassifications; (iv) significant and/or extraordinary items that are not indicative of core operating performance; (v) items identified as non-GAAP in the Company’s quarterly earnings announcements; and (vi) other discrete items that may result in an unintended gain or loss under the 2020 AIP.

2020 Performance Targets and AIP Pool Funding. In addition to setting the performance metrics at the beginning of the fiscal year, the Committee established threshold, target and maximum performance requirements for each performance metric. The Committee also determined that the payout applicable to the Adjusted Revenue metric would be capped at one hundred seventy-five percent (175%) if Adjusted EBIT did not attain at least threshold performance. For fiscal 2020, the Committee established the threshold and maximum performance requirements as follows:

The following table summarizes the performance metrics, weightings, targets, actual results and the financial payout factors for the 2020 AIP.

In determining the actual amount of the 2020 AIP incentive bonus for the named executive officers, the Committee began by multiplying each named executive officer’s target award by the FY20 Weighted Payout Factor of 144.1% described in the above table. The Committee then reviewed the performance of each named executive officer during fiscal 2020, taking into consideration the President and Chief Executive Officer’s recommendations with respect to executive officers other than the President and Chief Executive Officer. The performance assessments resulted in adjustments to each named executive officer’s funded bonus by a maximum of +/- five percentage points. With respect to Ms. Petrovic, the Committee reviewed her performance with the assistance of the Committee’s independent compensation consultant and based on feedback obtained from the Board (see the “Compensation Decision Making Process” section of this CD&A). The Committee considered her exceptional performance during a challenging year as Chief Executive Officer, including driving the organizational response to COVID-19, and reducing its impact on the diabetes community and our employees. With respect to Mr. McMillan, the Committee considered his exceptional performance in improving the investment planning process and increasing forecast accuracy. With respect to Mr. Alpuche, the Committee considered his performance in establishing a new contract manufacturing facility in China, the reduction of our carbon footprint in Acton, and the strategic build out of his leadership team. With respect to Mr. Christensen, the Committee considered his strong performance with respect to the DASH expansion in Canada, the Pharmacy expansion, and creation of virtual patient onboarding and training. For Mr. Manea, the Committee considered his performance establishing core Human Resource capability and driving the evolving culture discussion and changes to date.

The table below lists the 2020 AIP incentive bonus that the Committee awarded to each named executive officer for fiscal 2020 after giving effect to individual adjustments.

The Committee uses long-term incentive compensation in the form of equity awards to deliver competitive compensation that recognizes executives for their contributions to the Company and aligns the interests of named executive officers with shareholders by focusing them on long-term growth and stock performance. To foster this alignment, the Company maintains a stock ownership policy that requires all of our named executive officers to hold at least one-half of the shares received upon the vesting or exercise of Company equity awards until their applicable share ownership guideline is met.

The Committee views long-term incentives as a significant element of total remuneration at the executive level and a crucial component of the Company’s total rewards compensation package. During fiscal 2020, the Committee reviewed the Company’s long-term incentive program structure when designing the Company’s 2020 annual equity award, with input from its independent compensation consultant. Based on this evaluation, the Committee determined that the long-term incentive vehicles of stock options, restricted stock units and performance units continued to serve the Company well. With respect to the allocation of the total award value among the various long-term incentive vehicles, the Committee determined that it would be appropriate to continue to allocate significant value to performance-based awards, with the Chief Executive Officer receiving a heavier allocation than other named executive officers to further align her interests with those of shareholders. The Committee also evaluated the vesting schedule for each long-term incentive vehicle, taking into consideration current market practices and the Company’s life-cycle stage. Based on this evaluation, the Committee determined that the previously adopted vesting period for restricted stock units, performance units and stock options remained appropriate.

Accordingly, the total award value to the named executive officers for the Company’s 2020 annual equity award was allocated between the long-term incentive vehicles as follows:

The Committee considered these allocations appropriate, as performance-orientation is reflected in performance units (which only have value if the Company achieves certain pre-determined financial goals) and stock options (which only have value to the extent the Company’s stock price increases from the stock price on the grant date), while grants of restricted stock units allow the program to support retention throughout a full business cycle.

When establishing the plan design for the performance unit awards issued as part of the Company’s 2020 annual equity award, the Committee reviewed the fiscal 2019 performance metrics (adjusted revenue and adjusted EBIT) and respective weightings (65% adjusted revenue; 35% adjusted EBIT) in light of the Company’s long-term business strategy and fiscal 2020 strategic imperatives. The Committee considered the evolution of the plan design for previously granted performance unit awards, noting the shift from a one-year performance period to a three-year performance period from fiscal 2015 to fiscal 2017 and the introduction of gross profit as a second performance

metric in fiscal 2017. The Committee also considered the shift from gross profit to adjusted EBIT in 2019, as the company’s continued focus on long term profitability grew. Maintaining that focus in 2020, the Committee determined that adjusted revenue and adjusted EBIT remained the appropriate metrics and shifted weighting to better align with the focus on growth. When making its determinations, the Committee considered that the use of both adjusted revenue and adjusted EBIT in the performance unit awards issued as part of the Company’s 2020 annual equity award harmonized the long-term incentive compensation metrics with the 2020 AIP performance metrics, and determined that the differing performance periods (one-year versus three year), the differing weightings (75% adjusted revenue/25% adjusted EBIT under the 2020 AIP; 70% adjusted revenue/30% adjusted EBIT under the 2020 performance unit award) and the significance of these two metrics given the Company’s business strategy and shareholder feedback warranted their adoption.

Accordingly, the fiscal 2020 performance unit award performance factor is determined as follows:

When setting long-term incentive compensation for named executive officers, the Committee employed the process described in the “Compensation Decision Making Process” section of this CD&A. After the Committee established a dollar value for each named executive officer’s fiscal 2020 annual equity award, that dollar value was then allocated between stock options, restricted stock units and performance units, with the exact number of restricted stock units and performance units being calculated based on the closing price of a Company share on the grant date and the exact number of stock options based on such closing price and the applicable Black-Scholes ratio. The dollar value allocated to performance units represents the target value of such award.

In addition to the 2020 annual equity award, the Committee approved a sign-on equity award for Mr. Manea in connection with his commencement of employment. This sign-on award was issued in the form of restricted stock units with a three-year ratable vesting period.

The table below lists the total dollar value awarded by the Committee to each named executive officer during fiscal 2020 as the 2020 annual equity award and as a sign-on equity award, where applicable.

In fiscal 2018, the Company issued performance unit awards with a three-year performance period ending in fiscal 2020. Payouts under these performance unit awards were based upon the Company’s achievement of aggregate revenue (weighted 85%) and aggregate gross profit (weighted 15%) during the 2018, 2019 and 2020 fiscal years. During the three-year performance period, the Company

increased both revenue and gross profit significantly, achieving $2,206 million in aggregate revenue and $1,431 million in gross profit. This performance, which represents an achievement of 157% and 135% of target revenue and gross profit performance, respectively, created significant value for our shareholders. Based on these over-achievements, the Committee certified payouts pursuant to the fiscal 2018 performance unit awards at 154%.

All full-time employees, including our named executive officers, may participate in our employee benefit programs, including our employee stock purchase plan, retirement (401(k)) plan and health and welfare benefits.

Employee Stock Purchase Plan. We maintain a broad-based employee stock purchase plan, the Insulet Corporation Employee Stock Purchase Plan (“ESPP”), which provides eligible employees, including our named executive officers, with the opportunity to purchase Company shares. We believe that providing an employee stock purchase plan is consistent with our philosophy that compensation should align the interests of executive officers and shareholders and promote a long-term shareholder perspective. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended, and provides that eligible employees may make contributions through payroll deductions of up to ten percent (10%) of eligible compensation, which are used to purchase shares of stock at the end of each offering period. A participant’s right to purchase shares under the ESPP may not accrue at a rate that exceeds $25,000 of the fair market value of our common stock for each calendar year. The purchase price per share in any offering period will be eighty-five percent (85%) of the lower of the fair market value of the common stock on the first day or the last day of the applicable offering period. All of our named executive officers other than Messrs. McMillan and Manea participated in the ESPP during fiscal 2020.

401(k) Plan. The Company maintains the Insulet Corporation 401(k) Profit Sharing Plan Trust, which is a tax-qualified defined contribution 401(k) plan that is available to all United States eligible employees (“401(k) Plan”). Under the 401(k) Plan, the Company matches fifty percent (50%) of the amounts that eligible employees elect to defer under such plan, up to the first 6% of the employee’s eligible pay. Employees who participate in the 401(k) are immediately vested in their contributions but must be credited with at least one year of service to become vested in Company matching contributions.

Health and Welfare Benefits. As part of our overall compensation offering, our health and welfare benefits are intended to be competitive with peer companies. The health and welfare benefits that we provide to our named executive officers are offered to all of our eligible United States-based employees and include medical (including prescription drug), dental, vision, life insurance, flexible spending accounts, short- and long-term disability coverage, legal services, identity theft protection and credit monitoring, wellness and an employee assistance program.

Severance Plan. We maintain the Insulet Corporation Amended and Restated Executive Severance Plan (“Severance Plan”), pursuant to which benefits are payable to any named executive officer upon an involuntary termination of employment for any reason other than cause, disability or death. Solely with respect to our Chief Executive Officer, benefits also are payable in the event of a good reason resignation pursuant to the terms of the Severance Plan. For this purpose, a “good reason resignation” requires a material adverse diminution in the Chief Executive Officer’s responsibilities, authorities or duties, a material reduction in the Chief Executive Officer’s base salary or a relocation of the Company’s offices to a location more than 50 miles away from the Chief Executive Officer’s current office. Severance benefits include salary continuation payments equal to one times base salary (two times base salary for our Chief Executive Officer), two times target annual incentive cash award for the Chief Executive Officer, a prorated payment of the named executive officer’s annual incentive cash award, continued health coverage at employee rates for a period of up to one year (two years for the Chief Executive Officer) and reimbursement for outplacement services of up to $25,000. The Severance Plan also provides that benefits are payable to a named executive officer if, within two years after a change-in-control, the named executive officer either resigns for good reason or experiences an involuntary termination of employment for any reason other than cause, disability or death. In this event, severance benefits include (i) a lump sum cash payment equal to two times base salary plus two times an annual bonus payment that equals the higher of the named executive officer’s target bonus or bonus for the fiscal year which immediately precedes the fiscal year in which the termination of employment occurs; (ii) a prorated payment of the named executive officer’s annual incentive cash award; (iii) continued health coverage at employee rates for a period of up to two years; (iv) reimbursement for outplacement services of up to $25,000; and (v) full and accelerated vesting of all outstanding equity awards. The Severance Plan conditions payment of severance benefits upon the executive officer signing a severance agreement and release of claims against the Company.

Each of our named executive officers has also entered into a non-competition, non-solicitation, non-disclosure and assignment agreement with the Company. This agreement provides for protection of our confidential information, assignment to the Company of intellectual property developed by our executives and non-compete and non-solicitation obligations throughout employment and for a period of twelve (12) months thereafter.

A well-designed, implemented, and communicated executive compensation program is important to the success of our Company. As such, the Committee, with advisors, and management where appropriate, works throughout the year to monitor the effectiveness of the program design. To ensure the process is robust and effective, each group has a specific role in the process.

The Committee is responsible for the oversight of compensation and benefits payable to our named executive officers. All members of the Committee are independent. The Committee’s goal is to ensure our executive compensation programs and our business goals and talent acquisition strategy are appropriate and aligned with shareholder interests.

The Committee annually reviews the compensation of our named executive officers by considering several factors, including roles and responsibilities, performance, our historical and anticipated future financial performance and the compensation practices of companies in our peer group. The Committee reviews compensation levels and makes all final compensation decisions for all named executive officers. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which is available in the Corporate Governance section of the Company’s website at http://www.insulet.com.

The Chief Executive Officer provides input and recommendations regarding compensation of named executive officers, other than the Chief Executive Officer, to the Committee. Where appropriate, members of the executive leadership team may provide information, context, or proposed recommendations regarding program design to the Committee. All final decisions affecting named executive officer compensation are made by the Committee, in its sole discretion, and outside of the presence of any impacted named executive officers.

The Committee retains an independent compensation consultant to assist it in structuring the Company’s compensation programs and in its deliberations. The Committee has sole authority to engage and retain the independent consultant, and directly oversees the work and the compensation of the consultant. Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent executive compensation consulting firm, was the Committee’s independent consultant for 2020. Pearl Meyer’s role was to assist the Committee in reviewing our executive compensation programs and practices from a market perspective, and to provide opinion and guidance with respect to proposed actions or changes.

When reviewing compensation programs for, and setting the compensation of, our named executive officers, the Committee considers the compensation practices of specific peer companies as well as market data from general industry published surveys. For this purpose, the Committee, with the assistance of its independent compensation consultant, selected a peer group consisting of companies within a similarly-situated industry (i.e., medical devices and medical technology) and which were of comparable size based on revenue and market capitalization.

The Committee reviews this peer group on an on-going basis and modifies it as circumstances warrant. In setting the compensation of our named executive officers, the Committee evaluates each named executive officer’s compensation against the median market data for the respective position. However, the Committee does not strictly tie target compensation to any one type of peer group or survey data, but instead considers all of the sources described above in determining the appropriate level of compensation for each executive.

During fiscal 2019, the Committee, with the assistance of Pearl Meyer, reviewed and updated the peer group for purposes of setting fiscal 2020 compensation. In conducting its review, the Committee considered the process employed for purposes of setting fiscal 2019 compensation and noted that the updated methodology continued to serve the Company well and remained appropriate. Accordingly, with the assistance of Pearl Meyer, the Committee reviewed the peer group by considering medical device companies that were of a comparable size based on revenue and market capitalization, generally within the range of one-half to two times our revenue and a meaningful revenue to market capitalization multiple. Additionally, the Committee considered broader life sciences companies and technology (primarily software) companies that represent the same business and demographic profile as the Company. As a result of its analysis, the Committee determined that additions to the peer group were appropriate in order to include two fast growing core device companies and one comparably sized health care technology company. Accordingly, the Committee added NovoCure Limited, Tandem Diabetes Care, Inc., and Teledoc Health, Inc. to the peer group. The Committee also determined that eliminations from the peer group were appropriate to reflect consolidation activity or a change in revenue or market capitalization profile. As a result, the Committee removed three companies, Inogen, Inc., Halozyme Therapeutics, Inc., and Medidata Solutions, Inc. from the peer group.

The following table sets forth the peer group approved by the Committee for purposes of setting fiscal 2020 compensation along with the financial information and other measures analyzed for each.