Elizabeth Mora
InogenAbout Elizabeth Mora
Elizabeth Mora (age 64 as of March 17, 2025) serves as independent Chairperson of Inogen’s Board (director since May 2021) and is a member of the Compensation Committee and the Nominating & Governance Committee; she previously chaired the Compliance Committee from December 2021 to March 2024 . Her background includes senior finance and administrative leadership roles at Charles Stark Draper Laboratory (2008–2020) and Harvard University (1997–2008), preceded by audit and management roles at Coopers & Lybrand/PwC (1989–1997); she holds a B.A. from UC Berkeley, an MBA from Simmons College, and an active CPA license in Massachusetts . Inogen requires the Board Chair to be independent, and the roles of Chair and CEO are separated; Ms. Mora currently serves as independent Chair under this policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Stark Draper Laboratory | Chief Administrative Officer; VP Finance, Administration; Treasurer | 2008–2020 | Senior operating and finance leadership |
| Harvard University | CFO & VP for Finance; Assoc. VP Research Administration; Director, Office for Sponsored Research | 1997–2008 | Enterprise finance/controls, research administration leadership |
| Coopers & Lybrand LLP (PwC) | Senior Manager; Audit Senior/Manager | 1989–1997 | Audit, accounting leadership |
External Roles
| Company | Ticker/Listing | Role | Tenure |
|---|---|---|---|
| MKS Instruments | Nasdaq: MKSI | Director (current) | — |
| Limoneira Company | Nasdaq: LMNR | Director (current) | — |
| GCP Applied Technologies | NYSE: GCP | Director (former) | 2016–2020 |
| Everest Consolidator Acquisition Corp. | NYSE: MNTN | Director (former) | 2020–2024 |
| Nuburu, Inc. | NYSE American: BURU | Director (former) | 2023–2025 |
Board Governance
- Board structure and independence
- Inogen separates the Chair and CEO roles and requires the Chair to be independent; Ms. Mora serves as independent Chair under this framework . The Board determined Ms. Mora is independent under Nasdaq rules .
- Board and committee attendance and engagement
- The Board held seven meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings, and all seven then-serving directors attended the 2024 Annual Meeting of Stockholders .
- Committee assignments (2025 proxy)
- Compensation Committee: Member (appointed March 2024) .
- Nominating & Governance Committee: Member .
- Compliance Committee: Former Chair (Dec 2021–Mar 2024) .
- 2024 committee meeting cadence (context for workload/engagement)
- Audit: 5 meetings in 2024
- Compensation: 6 meetings in 2024
- Compliance: 4 meetings in 2024
- Nominating & Governance: 2 meetings in 2024
- Compensation Committee governance
- Committee is fully independent; Mercer became the independent compensation consultant in 2024 (transition from Pearl Meyer); the committee monitors consultant independence .
Fixed Compensation
- Director cash fee schedule (in effect; paid quarterly, pro‑rated)
- Board member retainer $45,000; Board Chair additional $75,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000; Compliance Chair $10,000; Audit member $10,000; Compensation member $7,500; Nominating & Governance member $5,000; Compliance member $5,000 .
| Elizabeth Mora – Director Compensation | 2023 | 2024 |
|---|---|---|
| Cash Compensation ($) | $135,000 | $132,912 |
| Stock Awards ($ grant-date fair value) | $179,999 | $179,998 |
| Total ($) | $314,999 | $312,910 |
Notes: Equity ownership guidelines apply to directors (3x annual cash retainer). As of Dec 31, 2024, all non‑employee directors met the guidelines (see Equity Ownership) .
Performance Compensation
| Element | Design | Vesting/Performance | Key Terms |
|---|---|---|---|
| Annual RSU Award | Automatic grant with $180,000 grant-date fair value | Vests on the earlier of 1-year from grant or the day prior to the next Annual Meeting; time-based (no performance metrics disclosed) | Non-employee directors’ awards accelerate 100% upon change in control |
| Initial RSU (prorated) | For new directors based on months served since last AGM | Vests on same schedule as outstanding Annual Awards; time-based | — |
| Chair cash-to-RSU election | Board Chair may elect to convert some/all Chair cash to RSUs | Quarterly vesting of elected RSUs | — |
| RSUs outstanding (Mora) | Time-based RSUs outstanding at 12/31/2024 | 21,871 shares issuable upon vesting | — |
No director performance metrics (e.g., TSR/revenue/EBITDA targets) are disclosed for non‑employee director equity; grants are time‑based .
Other Directorships & Interlocks
- Current public company boards: MKS Instruments (MKSI), Limoneira (LMNR) .
- Prior public company boards: GCP Applied Technologies (2016–2020), Everest Consolidator Acquisition Corp (2020–2024), Nuburu (2023–2025) .
- Compensation Committee interlocks: None; no insider participation by Inogen executives on outside comp committees during the past year .
Expertise & Qualifications
- Finance and accounting leadership (former CAO/VP Finance/Treasurer at Draper; former CFO/VP Finance at Harvard) .
- Active CPA license (Massachusetts), adding financial oversight credibility .
- Experienced public company director and independent Board Chair at Inogen .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mora) | 48,568 shares as of March 17, 2025; <1% of shares outstanding |
| Shares outstanding (Record Date) | 26,887,242 shares as of March 17, 2025 |
| Unvested RSUs (time-based) | 21,871 shares issuable upon vesting as of Dec 31, 2024 |
| Ownership guidelines | Directors must hold 3x annual cash retainer; 5-year compliance window |
| Compliance status | As of Dec 31, 2024, all non‑employee directors met guidelines |
| Hedging/pledging | Prohibited for directors and employees; insider trading policy bans hedging, short sales, and pledging or margin accounts |
Governance Assessment
- Positives for investor confidence
- Independent Chair with clear separation from CEO role enhances oversight and accountability .
- Confirmed director independence; Ms. Mora serves on key governance/compensation committees .
- Strong engagement: Board met seven times; all directors ≥75% attendance; full attendance at 2024 Annual Meeting .
- Ownership alignment: Directors subject to 3x retainer ownership guideline; all met by year‑end 2024; hedging/pledging prohibited .
- No related‑party transactions since Jan 1, 2023 (reduces conflict risk) .
- Compensation consultant independence monitored; transition to Mercer in 2024 .
- Watch items / neutral-to-moderate concerns
- Director equity fully vests on change in control (single-trigger for non‑employee directors), a common but shareholder‑sensitive provision; awards subject to clawback to the extent required by applicable policy/law .
- 2025 proposal to increase equity plan reserve by 750,000 shares; overhang would rise from 12.0% to 14.1%, with ~4.2% three‑year average burn rate—monitor dilution and grant discipline .
- Outside director pay cap of $750,000/year (first‑year cap $1,000,000) provides a structural check on pay inflation .
RED FLAGS: None identified related to attendance shortfalls, related‑party transactions, hedging/pledging, or Section 16 compliance in 2024; Company states directors and officers complied with Section 16(a) filing requirements .
Appendix – Committee Snapshot (Mora)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member (from Mar 2024) | 6 | Independent members; Mercer as consultant |
| Nominating & Governance | Member | 2 | Oversees ESG, board evaluation, succession |
| Compliance | Former Chair (Dec 2021–Mar 2024) | 4 (committee total in 2024) | Healthcare/legal/regulatory oversight |
| Board | Independent Chair | 7 (Board total in 2024) | Chair and CEO roles separated by policy |