Jennifer Yi Boyer
Executive Vice President, Enterprise Enablement and Chief Human Resources Officer at 
Inogen
InogenExecutive
About Jennifer Yi Boyer
Jennifer Yi Boyer, 51, was designated an executive officer (Section 16 officer) effective July 28, 2025, reflecting expanded policy-making responsibilities as Executive Vice President, Enterprise Enablement and Chief Human Resources Officer. She joined Inogen in February 2022 as Chief Human Resources Officer and has served in her current role since May 2025; education includes a B.S. from Cornell University, an M.S. from Seton Hall University, and an executive leadership certificate from Harvard’s JFK School of Government . Company performance context: FY2024 revenue grew 6.4% to $335.7M, gross margin improved to 46.1%, and non-GAAP Adjusted EBITDA improved to negative $9.5M from negative $37.8M in 2023; 2024 annual bonuses funded at 200% of target across NEOs and 127% vesting of a performance-based RSU tranche underscored pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inogen | EVP, Enterprise Enablement & CHRO | May 2025–present | Expanded policy-making across HR, PMO, strategic initiatives |
| Inogen | Chief Human Resources Officer | Feb 2022–May 2025 | Led Talent Acquisition/Development, Organization Effectiveness, DEI |
| Fiscal Note | Chief People Officer & SVP, DEI | Jan 2021–Feb 2022 | Talent and DEI leadership |
| ACT | Chief Talent Officer | Aug 2011–Oct 2020 | Enterprise talent strategies |
| Diversey, Inc. | VP, Talent Strategies | Oct 2008–Aug 2011 | Global talent strategy |
| CIT Group | VP, Talent Development | May 2006–Oct 2008 | Executive/talent development |
| Various companies | HR & quality management roles | Jun 1996–May 2006 | HR/quality leadership |
Fixed Compensation
| Component | 2025 Value | Notes |
|---|---|---|
| Base Salary | $430,000 | Effective July 28, 2025 appointment |
| Target Bonus % | 50% of base salary | Annual performance bonus opportunity |
| Indemnification | Standard form entered | Company standard indemnification agreement |
Performance Compensation
| Plan/Metric | Weighting | Target/Threshold Framework | Actual/Payout Context | Vesting/Measurement |
|---|---|---|---|---|
| Annual Incentive (Company-wide 2024) | Revenue 50%; Adjusted EBITDA 50% | Revenue: T=$327.2M, Max=$335.4M; Adj. EBITDA: T=$(18.6)M, Max=$(15.5)M | Achieved revenue $335.7M and Adj. EBITDA $(4.9)M; funded at 200% of target | Annual cash payout cap 200% |
| Long-term PBRSUs (design) | 50% of annual equity value is performance-based | Relative TSR vs S&P 1000 Health Care Equipment Select Industry Index; threshold at 25th percentile; linear to target; max payout 120% | Company disclosed strengthening TSR targets: target payout set at 60th percentile for 2024 awards and 75th percentile for 2025 awards | 3-year performance period; no annual vesting; change-in-control earns target for in-flight periods |
Note: Her individual equity grant(s) were not disclosed in the July 2025 appointment letter; equity program terms above reflect company-wide design and recent changes .
Equity Ownership & Alignment
- Stock ownership guidelines: Executive Vice Presidents must hold company stock equal to 3x annual base salary, with compliance required within five years of appointment; NEOs must retain 100% of net shares from vested awards until compliant . As of March 17, 2025, total shares outstanding were 26,887,242 .
- Hedging/pledging: Company policy prohibits hedging, short sales, and pledging of company securities for all employees and directors .
- Clawback: Nasdaq-compliant clawback policy adopted October 2, 2023, requiring recovery of erroneously awarded incentive compensation upon certain accounting restatements .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Appointment | Executive officer designation effective Jul 28, 2025 | 8-K Item 5.02 |
| Base/Bonus | Base $430,000; bonus target 50% of salary | Appointment letter |
| Severance/CoC (company framework) | For NEOs: 12 months base salary severance (24 months for CEO) outside CoC; 24 months within CoC; no tax gross-ups; double-trigger equity acceleration (100% target on PBRSUs); COBRA subsidy/taxable equivalent as applicable | Proxy (NEO agreements, equity plan) |
| Equity acceleration | If involuntary termination within 12 months post-CoC, all RSUs fully vest; PBRSUs deemed achieved at 100% of target | Equity plan |
| Grant timing | Annual equity grants typically in March; ad hoc grants for expanded responsibilities possible | Proxy CD&A |
Note: Her specific severance/change-in-control agreement terms are not disclosed in the 8-K; company NEO frameworks and equity plan provisions are shown for context .
Performance & Track Record
- Company execution outcomes in FY2024: Revenue $335.7M (+6.4% y/y), gross margin 46.1% (vs 40.1% in 2023), adjusted EBITDA improved to $(9.5)M (from $(37.8)M), demonstrating operational improvements and cost discipline .
- Incentive outcomes: 2024 annual plan funded at 200% of target on revenue and adjusted EBITDA metrics; a 2023/2024 PBRSU tranche vested at 127% based on revenue overachievement, reflecting strengthened pay-for-performance .
Compensation Committee Analysis
- Committee: Chaired by Mary Kay Ladone; members Heather Rider and Elizabeth Mora; independent; six meetings in 2024 .
- Consultants: Mercer is current independent executive compensation consultant; Pearl Meyer served until June 2024; transition not due to disagreement .
- Say-on-pay results: 71% support in 2023 → improved to 93% in 2024 following outreach and program changes (diversified metrics, 3-year TSR PBRSUs, higher TSR target percentiles, reduced equity grant values) .
Investment Implications
- Alignment: EVPs’ 3x salary ownership guideline, prohibition on hedging/pledging, and Nasdaq clawback reduce misalignment risk; strengthened TSR hurdles (60th/75th percentile) and 3-year PBRSU design enhance long-term performance linkage .
- Retention: Executive officer designation and expanded remit indicate increased strategic importance; double-trigger equity acceleration and severance constructs (as applied to NEOs) balance retention with change-in-control protections without tax gross-ups .
- Trading signals: As a Section 16 officer, any Form 4 activity would be material; however, no insider transaction details are disclosed in filings here—monitor future Form 4s to assess potential selling pressure. Equity grant timing in March and ad hoc grants for expanded roles can influence near-term vesting/sale windows .
- Execution risk: Human capital, organization effectiveness, and DEI expertise support transformation; continued improvements in revenue/margins underpin incentive payouts, but adjusted EBITDA remains negative—comp structure incentivizes profitability inflection .