Other Benefits
All full-time employees, including our named executive officers, may be eligible to
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 U.S. 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 Mr. McMillan participate in the ESPP.
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. Pursuant to the terms of her Retirement and Advisory Agreement, Ms. Petrovic, our former Chief Executive Officer, is not entitled to benefits
under the Severance Plan.
Severance benefits include salary continuation payments equal to one times base salary
(two times base salary for our Chief Executive Officer), a prorated payment of the named executive officer’s annual incentive cash award, one times target annual cash incentive award (two times for the
Chief Executive Officer), 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 or sixty days before 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 with the Company an agreement
covering non-competition, non-solicitation, non-disclosure and assignment agreement. 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.
COMPENSATION DECISION MAKING PROCESS
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.
Talent and Compensation Committee
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.