Jerod Funke
About Jerod Funke
Executive Vice President and Chief Human Resources Officer at InfuSystem (INFU). Age 50; joined in October 2023 after senior talent leadership roles at Insulet and Vertex Pharmaceuticals; holds a BA in psychology and MA in developmental psychology from Boston College, where he competed in Division I football . Company performance during his tenure includes 2024 net revenue of $134.9M (met target), Adjusted EBITDA of $25.3M (up vs 2023), and a three-year TSR ending 12/31/2024 of 49.62 (implying ~–50% cumulative return), alongside GAAP net income of $2.3M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Insulet Corporation | VP Global Talent Acquisition; Sr. HR Business Partner – Global Operations | Mar 2021–Oct 2023 | Led global talent acquisition and supported global operations HR, aligning workforce scale-up with growth . |
| Vertex Pharmaceuticals | VP Global Talent Acquisition | Jan 2017–Feb 2021 | Built/scaled talent acquisition capability across global science and commercial teams . |
External Roles
None disclosed .
Fixed Compensation
- Jerod Funke is not a Named Executive Officer (NEO); his base salary, target bonus, and actual bonus are not disclosed in the proxy .
- Company-wide governance impacting executives includes clawback compliant with SEC/NYSE rules and explicit anti-hedging/anti-pledging prohibitions (no margin accounts or stock pledges) .
- 2024 NEO base salary benchmarking (context): CEO $630k, President/COO $430.5k, CFO $420k; each increased ~5%, illustrating market alignment for top executives (not specific to CHRO) .
Performance Compensation
Company annual incentive plan mechanics and 2024 results (program-level; Jerod’s individual payout not disclosed):
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($000s) | 35% | $24,400 | $26,500 | $30,100 | $26,501 | 102% of target; contributes to 100.7% overall achievement . |
| Net Revenue ($000s) | 35% | $131,400 | $134,200 | $141,200 | $134,854 | 100% of target; contributes to 100.7% overall achievement . |
| MBOs | 30% | N/A | N/A | N/A | Fully met (100%) | Contributes to 100.7% overall achievement . |
Program changes effective 2025: MBOs removed; STI metrics now 50% Adjusted EBITDA and 50% Net Revenue to tighten pay-for-performance alignment . Long-term incentive (LTI) mix changed to 50% PSUs (relative TSR), 25% stock options, 25% RSUs; PSU performance period extended to three years (relative TSR vs Russell 2000) .
Equity Ownership & Alignment
- Equity plan mechanics (apply to executives company-wide): options vest ratably over 4 years; 2024 RSUs three-year cliff vesting (migrating to ratable over three years starting 2025); PSUs based on relative TSR, with 2023–2024 cycle paying 0% due to under-threshold TSR; 2025+ PSUs use a 3-year performance period .
- Change-in-control (CIC) treatment: under the 2021 Equity Plan, options and RSUs accelerate 100% at CIC; PSUs pay based on goal attainment or target if not determinable; Committee may cash out awards at deal price; repricings require shareholder approval .
- Anti-hedging/anti-pledging: directors, officers and employees are prohibited from pledging company stock or using it in margin accounts; pre-clearance required for any hedging transactions .
- Plan capacity and overhang: as of March 20, 2025, 2.779M awards outstanding under the 2021 Plan and 0.461M under the 2014 Plan; proposed +1.0M share increase would bring available shares to ~1.921M and fully diluted overhang to ~20.2% (context for dilution/governance) .
Employment Terms
- Specific employment agreement terms for Jerod Funke are not disclosed .
- Reference for NEOs (context): A/R employment agreements provide cash severance equal to 12 months base salary if involuntarily terminated (CEO: 18 months upon CIC), pro-rata or full current-year bonus depending on termination vs CIC, and COBRA continuation; agreements include 2-year non-compete and non-solicit .
- Company-wide clawback policy applies to incentive compensation for restatements under SEC/NYSE rules .
Compensation Structure Analysis
- Shareholder feedback and say-on-pay: 2024 say-on-pay support was 53%, prompting structural changes—removing MBOs from STI, increasing PSU weight, and lengthening PSU performance periods to strengthen alignment with financial outcomes and multi-year TSR .
- PSU outcomes: 2023–2024 TSR PSUs paid 0% due to under-threshold relative performance, reinforcing outcome-based LTI risk for executives .
- Governance signals: formal anti-hedging/anti-pledging and SEC-compliant clawback reduce misalignment risk; equity plan CIC acceleration remains standard but balanced with PSU performance certification .
Performance & Track Record
Company performance context during Funke’s tenure:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD Thousands) | $18 | $872 | $2,345 |
| EBITDA ($USD Thousands, non-GAAP) | $14,892 | $16,529 | $19,335 |
| Adjusted EBITDA ($USD Thousands, non-GAAP) | $20,745 | $22,366 | $25,300 |
| TSR – Value of $100 Investment | $50.97 (as of FY 2022) | $61.89 (as of FY 2023) | $49.62 (as of FY 2024) |
| Net Revenue ($USD Thousands) – FY 2024 Actual | — | — | $134,854 |
Additional context: management highlighted “sixth consecutive year of record revenue” and margin/cash flow improvements in 2024 .
Equity Ownership & Insider Activity
- Individual beneficial ownership and Form 4 activity for Jerod Funke are not disclosed in the proxy security ownership table (directors/NEOs and 5% holders shown; Funke not listed) .
- No related party transactions reported for executive officers/directors in 2023–2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: 53%; extensive shareholder engagement led to 2025 program changes (STI 50/50 AEBITDA/Revenue; LTI 50% PSUs, 25% options, 25% RSUs; PSU period extended to 3 years vs Russell 2000), with transparency enhancements in proxy disclosures .
Compensation Committee & Peer Group
- Compensation Committee comprised solely of independent directors; retained independent consultant (Pearl Meyer) in 2024; peer group of healthcare equipment/services companies used for benchmarking (revenues ~$50–$300M; market caps ~$$50M–$1B) .
- Listed peers include AxoGen, Cerus, Sanara MedTech, SI-BONE, Tactile Systems, Viemed Healthcare, Zynex, among others .
Employment Terms (Policies & Plan Provisions)
- Award agreements under the 2021 Equity Plan provide automatic vesting for options/RSUs at CIC and defined PSU treatment at CIC; Committee authority to cash out awards subject to shareholder-friendly constraints (e.g., repricing requires shareholder approval) .
- Company prohibits stock pledging/margin accounts and requires pre-clearance for hedging; maintains SEC/NYSE-compliant clawback .
Investment Implications
- Alignment: 2025 changes meaningfully increase performance sensitivity (STI purely financial; LTI heavier PSUs and longer cycles), reducing discretionary components and increasing retention risk tied to market-relative TSR .
- Retention and selling pressure: migration of RSUs to ratable vesting and options’ four-year schedules imply ongoing vesting events; anti-pledging policy curtails leverage-induced selling risk, but lack of disclosed individual grants for Funke limits assessment of near-term insider supply .
- Governance signal: low 2024 say-on-pay support and subsequent reforms indicate responsiveness; clawback and anti-hedging/pledging policies reduce headline risk; CIC accelerations are standard but tempered by PSU certification .
- Performance backdrop: strong Adjusted EBITDA growth and revenue attainment contrast with weak multi-year TSR; PSU zero payout for 2023–2024 underscores downside alignment for executives amid stock underperformance—supportive of improved capital discipline but a potential retention headwind if equity remains depressed .