Insulet Corporation

On September 29, 2023, Wayde McMillan, the Executive Vice President, Chief Financial Officer and Treasurer of Insulet Corporation (the “ Company ”) informed the Company of his decision to resign from such position, effective October 20, 2023. Mr. McMillan’s departure is not related to the Company’s financial or operating results or to any disagreements with the Company regarding the Company’s financial, operational, accounting, or reporting policies or practices. Mr. McMillan will join 3M as Chief Financial Officer of its Health Care business. The Company’s Chief Accounting Officer and Controller, Lauren Budden, 48, will serve as Interim Chief Financial Officer (“ CFO ”) and Treasurer, effective upon Mr. McMillan’s departure. Ms.

Insulet Corporation (the “ Company ”) today announced that Bret Christensen, Executive Vice President, Chief Commercial Officer of the Company will be leaving the Company, effective May 5, 2023, in connection with an internal reorganization pursuant to which his position is being eliminated. He will receive standard severance benefits under the Company’s Amended and Restated Executive Severance Plan. One May 2, 2023, the Company entered into a Consulting Services Agreement with Mr. Christensen (the “ Consulting Agreement ”), a copy of which is attached hereto as Exhibit 10.1. Pursuant to the Consulting Agreement, Mr. Christensen has agreed to provide consulting services for a period of four months following his separation for a fee of $50,000 per month and a completion fee of $150,000.

Compensatory Arrangements of Certain Officers Approval of revised forms of Equity Agreements. On February 17, 2023, the Talent and Compensation Committee (the “Committee”) of the Board of Directors of Insulet Corporation (the "Company") approved revisions to the Company’s forms of Non-Qualified Stock Option Agreement (the “Stock Option Agreement), Restricted Stock Unit Agreement (the “RSU Agreement) and Performance Stock Unit Agreement (the “PSU Agreement) for fiscal 2023 (the Stock Option Agreement, the RSU Agreement, and PSU Agreement, collectively the “Equity Agreements”). The Equity Agreements were revised to include explicit reference to the Company’s Policy for Recoupment of Incentive Compensation as well as to make additional clarifying language changes, as set forth in the agreements. Approval of Amended and Restated Executive Severance Plan .

On December 13, 2022, Charles Alpuche, the Executive Vice President, Chief Operating Officer of Insulet Corporation (the “Company”) informed the Company of his decision to retire from this position, effective December 31, 2022. The Company has appointed Prem Singh as Senior Vice President, Global Operations, effective January 1, 2023. Mr. Singh is currently the Group Vice President, Head of Global Supply Chain Operations. Mr. Alpuche has agreed to remain with the Company from January 1, 2023 through April 1, 2023 to assist with the transition of responsibilities to Mr. Singh.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. On May 4, 2022, the Board of Directors (the “Board”) of Insulet Corporation (the “Company”) appointed James R. Hollingshead, currently a non-employee member of the Board, as President and Chief Executive Officer of the Company (“CEO”), effective June 1, 2022. Shacey Petrovic has notified the Company that she will resign as President and Chief Executive Officer as of June 1, 2022. Ms. Petrovic will remain as a member of the Board. Dr. Hollingshead, age 59, has served on the Board since July 2019, and currently serves as President of the Sleep and Respiratory Care business at ResMed Inc.

Compensatory Arrangements of Certain Officers Approval of revised form of Performance Shares (“PSU”) Agreement. On February 25, 2022, the Chair of the Compensation Committee (the “Committee”) of the Board of Directors of Insulet Corporation (the "Company"), pursuant to authority delegated by the Committee, approved final revisions to the PSU Agreement for fiscal 2022. The form of PSU Agreement includes updated metrics for performance targets and a new retirement provision which allows for pro-rated vesting if certain age and service requirements are met, all as set forth in the agreement. The above description of the PSU Agreement does not purport to be complete and is qualified in its entirety by reference to the Company’s Form of PSU Agreement, which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

Compensatory Arrangements of Certain Officers Approval of revised form of Non-Qualified Stock Option (“Stock Option”) Agreement. On February 18, 2022, the Compensation Committee of the Board of Directors of Insulet Corporation (the "Company") approved revisions to the Stock Option Agreement for fiscal 2022. The form of Stock Option Agreement includes a new retirement provision which allows for an extended period to exercise already-vested options if certain age and service requirements are met, as set forth in the agreement. The above description of the Stock Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Company’s Form of Stock Option Agreement, which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

On February 4, 2022, the Board of Directors (the "Board") of Insulet Corporation (the "Company") appointed Elizabeth Weatherman as a Class III director. Ms. Weatherman will stand for election by stockholders at the Company’s 2022 Annual Meeting of Stockholders. Ms. Weatherman has been named to the Compensation Committee of the Board. Ms. Weatherman has been a Special Limited Partner of Warburg Pincus since January 2016. Ms. Weatherman joined Warburg Pincus in 1988 and led the firm’s Healthcare Group from 2008 to 2015. She was also previously a Managing Director and a member of the firm’s Executive Management Group. Ms. Weatherman received a BA in English from Mount Holyoke College and holds an MBA from the Stanford Graduate School of Business. There are no arrangements or understandings between Ms. Weatherman and any other persons pursuant to which Ms.

On October 15, 2021, the Board of Directors (the "Board") of Insulet Corporation (the "Company") increased the authorized number of directors of the Company from nine to 10 and appointed Luciana Borio, M.D. as a Class I director to fill the newly created vacancy. Dr. Borio will stand for election by stockholders at the Company’s 2023 Annual Meeting of Stockholders. Dr. Borio has not been named to any committees of the Board. Since July 2021, Dr. Borio has been a venture partner at ARCH Venture Partners, where she advises on new investment opportunities related to biologics manufacturing, clinical trials, novel therapies, and areas with large unmet clinical needs .

On February 17, 2021, John A. Fallon, a member of the Board of Directors of Insulet Corporation (the “Company”), notified the Company of his decision not to stand for re-election at the Company’s 2021 Annual Meeting of Stockholders. Dr. Fallon’s decision to not stand for re-election, which will mark his retirement from the Board after more than eight years of distinguished service, did not involve any disagreement with the other Board members or with management.

On October 20, 2020, the Board of Directors (the “Board”) of Insulet Corporation (the “Company”) increased the authorized number of directors of the Company from nine to ten and appointed Wayne A. I. Frederick, M.D. as a Class II director to fill the newly created vacancy. Dr. Frederick is President of Howard University, having served in that role since July 2014. Dr. Frederick, who will stand for election by stockholders at the Company’s 2021 Annual Meeting of Stockholders, was also appointed to serve on the Audit Committee of the Board. There are no arrangements or understandings between Dr. Frederick and any other persons pursuant to which Dr. Frederick was selected as a director, and there are no transactions involving Dr. Frederick required to be disclosed under Item 404(a) of Regulation S-K. As a non-employee director of the Company, Dr.

On July 31, 2019, the Board of Directors (the “Board”) of Insulet Corporation (the “Company”) increased the authorized number of directors of the Company from eight to nine and appointed James R. Hollingshead, Ph.D. as a Class III director to fill the newly created vacancy. Mr. Hollingshead is President of the Sleep business at ResMed (NYSE: RMD), a pioneer in cloud connected medical devices focused on the treatment of sleep related breathing disorders. Mr. Hollingshead was also appointed to serve on the Audit Committee of the Board. There are no transactions involving Mr. Hollingshead required to be disclosed under Item 404(a) of Regulation S-K. As a non-employee director of the Company, Mr.

As described in Item 5.07 below, at the 2019 annual meeting of shareholders (the “2019 Annual Meeting”) of Insulet Corporation (the “Company”) held on May 30, 2019, the Company’s shareholders approved an amendment to the Company's 2007 Employee Stock Purchase Plan (the “ESPP”) to, among other things, increase the aggregate number of shares authorized for issuance under the ESPP by 500,000 shares. A detailed summary of the material terms of the ESPP appears beginning on page 42 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2019 (the “Proxy Statement”). The foregoing and the description of the ESPP that appears in the Proxy Statement are qualified in their entirety by reference to the ESPP, which is filed as Exhibit 10.1 hereto.

The Board of Directors of Insulet Corporation (the “Company”) appointed Lauren Budden to the position of Vice President, Chief Accounting Officer and Controller effective April 29, 2019. Prior to joining the Company, Ms. Budden served as Vice President and Chief Accounting Officer at Gulf Oil, a privately-held distributor of motor fuels, since 2016. From 2015-2016, Ms. Budden served as Vice President-Financial Planning and Analysis for Medtronic plc’s Minimally Invasive Therapies Group. Prior thereto, Ms. Budden served as Vice President-External Reporting at Covidien plc from 2013-2015, as Senior Director- External Reporting from 2012-2013 and as Director-External Reporting from 2007-2012. Ms. Budden began her career with PricewaterhouseCoopers.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. On January 25, 2019, the Board of Directors (the “ Board ”) of Insulet Corporation (the “ Company ”) appointed Corinne H. Nevinny as a Class I director. The Board has determined that Ms. Nevinny (i) is independent under the listing rules of the Nasdaq Stock Market and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, and (ii) qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. There are no transactions involving Ms. Nevinny requiring disclosure under Item 404(a) of Regulation S-K. The Board has appointed Ms. Nevinny to the Audit Committee of the Board. Immediately prior to Ms. Nevinny’s appointment, James C. Mullen resigned as a Class I director. Mr.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. Chief Financial Officer Transition On January 3, 2019, the Board of Directors (the “ Board ”) of the Company appointed Wayde D. McMillan to the position of Executive Vice President, Chief Financial Officer, effective upon his commencement of employment with the Company. Mr. McMillan will become the Company’s principal financial and accounting officer as of the first business day following the filing of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018 (the “ 2018 Form 10-K ”). For the last 16 years, Mr. McMillan has been employed at Medtronic’s Minimally Invasive Therapies Group (formerly, Covidien). Since January 2015, when Medtronic acquired Covidien, he has served as the Minimally Invasive Therapies Group’s Chief Financial Officer, V.P. Finance.

On October 16, 2018, the Compensation Committee of the Board of Directors of Insulet Corporation (the “ Company ”) amended and restated the Company’s executive severance plan (as amended, the “ Plan ”), effective as of January 1, 2019. The Plan applies to officers of the Company at a rank of Vice President or higher (a “ Covered Officer ”).

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. On September 10, 2018, the Board of Directors (the “ Board ”) of Insulet Corporation (the “ Company ”) appointed Shacey Petrovic, currently the Company’s President and Chief Operating Officer, as President and Chief Executive Officer, effective January 1, 2019. In addition, the Board increased the size of the Board from eight to nine directors (by adding an additional Class II seat) and appointed Ms. Petrovic as a Class II director, effective immediately. Patrick J. Sullivan has notified the Company that he will retire as Chairman and Chief Executive Officer, and as a Class III director, effective as of the close of business on December 31, 2018.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. On April 27, 2018, Brad Thomas announced his resignation as the Executive Vice President, Human Resources and Organizational Development of Insulet Corporation (the “Company”) and entered into a letter agreement (the “Letter Agreement”) with the Company setting forth that the resignation of his office would be effective immediately, and the resignation of his employment with the Company would be effective as of May 31, 2018. The Letter Agreement provides that Mr. Thomas’s departure will be treated as a “Terminating Event” under the Company’s Amended and Restated Executive Severance Plan (the “Severance Plan”), and that Mr. Thomas will receive the severance payments and benefits provided for therein in accordance with the Severance Plan’s terms.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. On August 7, 2017, each of Regina Sommer and Joseph Zakrzewski notified the Board of Directors (the “ Board ”) of Insulet Corporation (the “ Company ”) of their respective retirements from the Board effective as of August 8, 2017. The Board has accepted each of Ms. Sommer’s and Mr. Zakrzewski’s retirements, and expressed its gratitude to each of them for their nine years of service as members of the Board. The retirement of each of Ms. Sommer and Mr. Zakrzewski as a director is not related to any disagreement with the Company or the Board regarding any matter related to the Company’s operations, policies or practices. On August 9, 2017, the Board appointed Michael R. Minogue and James C. Mullen to serve as independent Class I directors to fill the seats vacated by Ms. Sommer and Mr.

As described in Item 5.07 below, at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”) of Insulet Corporation (the “Company”) held on May 17, 2017, the Company’s stockholders approved the Company’s 2017 Stock Option and Incentive Plan (the “2017 SOIP”). A detailed summary of the material terms of the 2017 SOIP appear beginning on page 43 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2017 (the “Proxy Statement”). The foregoing and the description of the 2017 SOIP that appears in the Proxy Statement are qualified in their entirety by reference to the text of the 2017 SOIP, which is filed as Exhibit 10.1 hereto.

On December 14, 2016, the Compensation Committee of the Board of Directors of Insulet Corporation (the “ Company ”) amended and restated the Company’s executive severance plan (as amended, the “ Severance Plan ”). The Severance Plan applies to officers of the Company at a rank of Vice President or higher (a “ Covered Executive ”).

On October 14, 2016, the Board of Directors (the “ Board ”) of Insulet Corporation (the “ Company ”) approved the following appointments and modifications to the Company’s Board and executive officer leadership team and structure: Board Leadership: Patrick J. Sullivan, President, Chief Executive Officer and Director since September 2014, has been appointed Chairman of the Board, effective immediately. He will continue to serve as Chief Executive Officer. Mr. Sullivan recused himself from deliberations and voting with respect to his appointment by the Board as Chairman of the Board, which appointment otherwise was unanimous. Dr. Jessica Hopfield recently succeeded Dr. John Fallon as Lead Independent Director, and the Board has reaffirmed her appointment as Lead Independent Director. Dr. Fallon continues to serve on the Board as an independent, outside director. Dr.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.