Heather Rider
InogenAbout Heather Rider
Independent director since 2014; age 65; currently Chairperson of the Nominating and Governance Committee and member of the Compensation Committee. Background is senior human resources leadership across medical device and life science firms (Intuitive Surgical, Alphatec, Cymer, Sunrise Medical, Biosense Webster/J&J), with a BA in Psychology (Claremont McKenna) and MBA (Pepperdine) . Tenure on INGN’s board is 11 years, with prior service as Compensation Committee Chair (Oct 2020–Mar 2021) and chairing the combined Compensation, Nominating & Governance Committee (Jan 2018–Sep 2020) . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cymer, Inc. | Vice President, Global Human Resources | 2012–2013 | Led HR at a public semiconductor equipment supplier, acquired by ASML in 2013 |
| Alphatec Holdings, Inc. | Senior Vice President, Global Human Resources | Oct 2010–Sep 2012 | Senior HR leadership at public spine device company |
| Intuitive Surgical, Inc. | Vice President, Human Resources | 2006–2010 | HR leadership at robotic surgery manufacturer |
| Sunrise Medical, Inc. | Senior Vice President, Global Human Resources | 2001–2005 | Global HR for durable medical equipment maker |
| Biosense Webster (J&J) | Vice President, Human Resources | 1998–2001 | HR at intracardiac catheter/device unit |
| City of Hope; CAP/MPT; Environmental Diagnostics Intl. | HR leadership roles | Pre-1998 | HR leader across healthcare and diagnostics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ProSomnus | Director | Current | Sleep apnea medical technology; current board service |
| Intricon Corporation | Director | Mar 2020–May 2022 | Public hearing health/med device company; board ended at acquisition |
| Prosomnus Sleep Technologies (OTC: OSAPQ) | Director | Dec 2022–Aug 2024 | Former board role |
Board Governance
- Current committee assignments: Chair, Nominating & Governance; Member, Compensation .
- Independence: Board determined Rider is independent; Compensation and Nominating committees meet independence standards .
- Attendance: In 2024, each current director attended at least 75% of board and committee meetings where they served; Board held seven meetings; Nominating & Governance held two; Compensation held six .
- Executive sessions and structure: Independent Chair (Elizabeth Mora), separate CEO and Chair roles, and regular independent director sessions; four of seven directors are female; two self-identify as underrepresented minorities .
Fixed Compensation
| Component | Amount (USD) | Source |
|---|---|---|
| Board annual retainer | $45,000 | |
| Chair, Nominating & Governance | $10,000 | |
| Member, Compensation Committee | $7,500 | |
| Total cash (program level) | $62,500 | |
| 2024 Cash actually paid | $62,500 |
Notes: Cash paid quarterly in arrears on a pro-rata basis .
Performance Compensation
| Equity Element | Grant Value | Grant Timing | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual RSU grant (non-employee director) | $180,000 grant-date fair value | Granted at 2024 annual meeting (June 2024) | Vests on earlier of 1-year anniversary or day prior to next annual meeting | 100% vesting acceleration for non-employee directors upon change in control |
Additional detail:
- Elections: Board Chair may elect RSUs in lieu of Chair cash compensation; not applicable to Rider as she is not Board Chair .
- 2024 Stock awards recognized for Rider: $179,998 grant-date fair value .
There are no disclosed performance metrics tied to director equity (director awards are time-based RSUs rather than PSU/TSR structures) .
Other Directorships & Interlocks
| Company | Sector Overlap with Inogen | Potential Conflict Notes |
|---|---|---|
| ProSomnus | Respiratory/sleep therapy adjacency | Adjacency rather than direct POC oxygen competition; no related-party transactions disclosed |
| Intricon; Prosomnus Sleep Technologies | Med device | Former roles; no related-party transactions disclosed |
Compensation Committee interlocks: None—Rider and other Compensation Committee members are non-employees; no reciprocal interlocks with other issuers’ comp committees .
Expertise & Qualifications
- Deep HR leadership across med device and life sciences; relevant to CEO succession, talent strategy, and board/committee governance .
- Education: BA Psychology (Claremont McKenna); MBA (Pepperdine) .
- Committee leadership experience: Prior Compensation Committee Chair; current Nominating & Governance Chair .
Equity Ownership
| Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Common shares held | 35,718 | <1% | Direct holdings |
| RSUs vesting within 60 days of 3/17/2025 | 21,871 | <1% | Time-based RSUs |
| Total beneficial ownership | 57,589 | <1% | As defined under SEC rules |
Ownership alignment:
- Director stock ownership guideline: 3x annual cash retainer; all non-employee directors met guidelines as of 12/31/2024 .
- Hedging and pledging prohibited under insider trading policy .
Governance Assessment
- Board effectiveness: Rider provides continuity (since 2014) and chairs Nominating & Governance during board refresh (new director added in Jan 2025), with committee meeting cadence consistent with oversight responsibilities (two N&G meetings in 2024) .
- Independence and engagement: Independent status affirmed; at least 75% attendance; all directors attended the 2024 annual meeting, supporting engagement .
- Incentive alignment: Director pay is majority equity (Rider 2024: $179,998 equity vs $62,500 cash), promoting alignment; change-in-control single-trigger acceleration for directors is common but dilutes retention incentives—monitor in potential strategic transactions .
- Conflicts/related parties: No related-party transactions since 2023; Compensation Committee interlocks none; external role at ProSomnus presents sector adjacency but no disclosed transactions with Inogen .
- Shareholder signals: Say-on-pay approval improved to 93% in 2024 after outreach—indirectly positive for overall governance; board addressed overboarding concerns by changes (Mora resigned from two boards), evidencing responsiveness, although Rider was not cited specifically .
RED FLAGS: None disclosed specific to Rider (no pledging/hedging, no related-party transactions, attendance meets threshold). Note single-trigger equity acceleration for directors on change in control may be scrutinized by some investors .