Glenn Boehnlein
InogenAbout Glenn Boehnlein
Independent director since 2022 (Class III), age 63, and Chairperson of the Audit Committee at Inogen. He is the CFO of Stryker Corporation and a former Arthur Andersen partner/CPA, with a Bachelor’s and Master’s in Accountancy from Mississippi State University. The Board has deemed him independent and an audit committee financial expert, with committee-level financial sophistication .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | Vice President, Chief Financial Officer | Jan 2016–present | Senior finance leadership; audit committee financial expert at Inogen leverages this experience |
| Stryker MedSurg & Neurotechnology Group | CFO & Vice President | Jan 2011–Dec 2015 | Division-level financial leadership |
| Stryker Endoscopy Division | CFO | Jan 2003–Dec 2010 | Business unit CFO |
| MyPrimeTime | Chief Financial Officer | 2000–Jan 2003 | Media sector finance leadership |
| Arthur Andersen LLP | Partner and Certified Public Accountant | Pre‑2000 | Audit expertise and CPA credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sutter Healthcare System (private) | Director | Since Mar 2024 | Private company board (not a public issuer) |
Board Governance
- Committee assignments: Audit Committee Chair; Compliance Committee member .
- Independence: Board affirmed independence under Nasdaq rules; Audit/Comp/Nominating committees meet independence standards .
- Audit expertise: Designated Audit Committee financial expert; possesses financial sophistication .
- Attendance/engagement: Board held seven meetings in 2024; each current director attended ≥75% of Board and applicable committee meetings; all seven attended the 2024 annual meeting. Audit Committee held five meetings; Compliance Committee held four .
- Board leadership: Independent Chair (Elizabeth Mora); policy mandates separate CEO/Chair and regular independent director sessions .
- Shareholder engagement: Board addressed investor concerns (over‑boarding), leading to other directors resigning external boards; signals responsiveness to governance feedback .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Compensation (Boehnlein) | $70,000 | Actual cash paid in 2024 |
| Standard Board Member Retainer | $45,000/year | Paid quarterly, pro‑rata |
| Audit Committee Chair Fee | $20,000/year | |
| Audit Committee Member Fee | $10,000/year | |
| Compliance Committee Member Fee | $5,000/year |
Performance Compensation
| Equity Award | Grant Date/Policy | Grant Value | Vesting | Change-in-Control Terms |
|---|---|---|---|---|
| Annual RSU grant (directors) | Annual meeting date; policy targets $180,000 grant-date fair value | $179,998 (2024 actual for Boehnlein) | Vests on earlier of 1‑year anniversary or day prior to next annual meeting; service condition | Non‑employee director awards fully vest upon a change in control |
| Election to convert Chair cash to RSUs | Available to Board Chair (not applicable to Boehnlein) | Fair value equals elected cash amount | Quarterly vesting | Subject to plan terms |
| Clawback | Awards subject to clawback per plan/Nasdaq rules | N/A | N/A | Recoupment/reimbursement possible |
Note: Director equity grants are time-based RSUs; no director‑specific performance metrics disclosed for equity grants .
Other Directorships & Interlocks
| Company/Institution | Public? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Stryker Corporation | Yes | CFO (executive role, not director) | Industry overlap (medical devices) but no related-party transactions disclosed |
| Sutter Healthcare System | No (private) | Director | Healthcare system; no related-party transactions disclosed |
| Other public company boards | — | None disclosed | None disclosed |
Expertise & Qualifications
- CPA and former Arthur Andersen partner; deep audit and financial reporting expertise .
- Current CFO of Stryker; extensive medical device finance leadership .
- Academic credentials: B.S. in Accountancy and M.S. in Professional Accountancy (Mississippi State University) .
- Designated audit committee financial expert and financially sophisticated under Nasdaq standards .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership (Mar 17, 2025) | 46,273 shares (<1%) | 24,402 held + 21,871 RSUs vesting within 60 days |
| Ownership vs shares outstanding | <1% of 26,887,242 shares | Marked “*” by company for <1% |
| Vested vs unvested | 24,402 vested; 21,871 time-based RSUs vesting within 60 days | Time-based RSUs scheduled vest |
| Stock ownership guidelines | Directors: 3x annual cash retainer; all directors met as of Dec 31, 2024 | Five-year compliance horizon; retention requirement if below threshold |
| Hedging/pledging policy | Prohibited (hedging, short sales, pledging) | Insider trading policy enforced |
Governance Assessment
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Strengths:
- Independent Audit Chair and designated audit committee financial expert; robust committee activity (5 audit meetings in 2024) .
- Independence affirmed; no related‑party transactions since 2023 involving directors or >5% holders .
- Strong attendance (≥75%) and full board at annual meeting; regular independent sessions per policy .
- Equity ownership guidelines in place and met; hedging/pledging prohibited, aligning with shareholder‑friendly practices .
- Board responsiveness to shareholder concerns (over‑boarding), indicating active engagement culture .
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Potential investor concerns / RED FLAGS:
- Single‑trigger full vesting of non‑employee director awards upon change in control (some investors prefer double‑trigger) .
- Full‑time CFO role at Stryker plus Inogen directorship may raise time/attention questions for some governance frameworks, though no overboarding flagged and no related‑party transactions disclosed .
- Director compensation includes equity RSUs that accelerate on change in control; assess alignment with takeover defenses and shareholder interests .
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Overall implication: Boehnlein’s audit and CFO background enhances board oversight of financial reporting and risk. Independence, attendance, and ownership alignment support investor confidence; watch change‑in‑control vesting terms and external time commitments as secondary considerations .