Business Context and Reporting Period
This Form 8-K Current Report was filed by Inogen, Inc. on March 22, 2023, covering events occurring on March 19, 2023, and March 21, 2023. The filing addresses changes to the composition of the Company's Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance changes.
Material Changes
- Resignation of Director: Kristen Miranda resigned from the Board of Directors, the Compliance Committee, and the Nominating and Governance Committee, effective March 31, 2023. The resignation is not related to any disagreement with the Company regarding operations, policies, or practices.
- Appointment of Director: Thomas A. West was appointed to the Board of Directors, effective April 1, 2023. He will serve as a Class III director with a term expiring at the 2023 annual meeting of stockholders.
- Committee Assignments: Mr. West was appointed to the Nominating and Governance Committee and the Compliance Committee, effective April 1, 2023.
Compensation and Background
Mr. West, 59, brings extensive experience in the medical device sector, having previously served as CEO of Intersect ENT, Inc. (acquired by Medtronic) and holding executive roles at Hologic, Inc. and Johnson & Johnson. His compensation includes:
- Cash Fees: $45,000 annually for Board service, plus $5,000 annually for each committee membership (Nominating and Governance and Compliance), paid quarterly in arrears on a pro-rata basis.
- Equity Award: An initial grant of 1,712 restricted stock units (RSUs) vesting on the earlier of June 8, 2023, or the day prior to the next annual stockholder meeting.
Investor Verification Checklist
- Confirm the effective dates of the director resignation (March 31, 2023) and appointment (April 1, 2023).
- Review the specific committee assignments for the new director, Thomas A. West.
- Verify the vesting schedule and share count of the initial RSU award (1,712 shares).
- Note that the resignation of the outgoing director was not due to any disagreement with the Company.