Kevin P. Smith
InogenAbout Kevin P. Smith
Kevin P. Smith (age 54) is Executive Vice President, General Counsel, Secretary & Business Development at Inogen, serving since July 22, 2024; he holds a B.S. in Mechanical Engineering (RPI) and a J.D. (Albany Law School), with prior senior legal and business development roles at Sirtex Medical, Flexion Therapeutics, Danaher Life Sciences, and Novartis . Inogen’s 2024 results tied to executive pay included revenue of $335.7 million and Adjusted EBITDA of negative $4.9 million, driving a 200% funding of the annual cash incentive plan; the company’s pay-versus-performance table shows 2024 revenue of $335,705k, net loss of $35,888k, and a company TSR value of $13.42 (fixed $100 basis), contextualizing performance-linked compensation outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sirtex Medical US Holdings, Inc. | General Counsel & EVP, Business Development | 2018–2024 | Led legal and BD for medical device platform expansion |
| Flexion Therapeutics | Vice President & Associate General Counsel | 2017–2018 | Focused on securities, BD, and IP for commercial-stage biotech |
| Danaher Life Sciences Platform | General Counsel | 2012–2017 | Oversaw legal, compliance, IP, trade compliance, and HSE across platform companies |
| Novartis Pharmaceuticals | Senior Legal Leadership (multiple units, CH/US) | 2005–2012 | General Counsel roles for Molecular Diagnostics, Emerging Growth Markets, and General Medicines |
| Multinational Law Firms (NY, Silicon Valley, London) | Attorney | Pre-2005 | Corporate legal practice supporting healthcare and technology clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed in reviewed filings |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annual Base Salary | $420,000 | Set in employment agreement; subject to annual review |
| Target Annual Bonus (%) | 50% of base salary | Discretionary MIP; max 200% of target |
| Target Annual Bonus ($) | $210,000 | Approved February 14, 2024 |
| Maximum Annual Bonus ($) | $420,000 | Plan cap 200% of target |
| Sign-on Cash Bonus | $100,000 | Pro-rata repayment if terminated for cause or resigns without good reason within 2 years |
| Actual 2024 Salary Paid | $189,000 | Pro-rated for partial year service |
| Actual 2024 Annual Cash Incentive Paid | $189,000 | Paid under 2024 Incentive Plan |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual | Plan Payout Outcome |
|---|---|---|---|---|---|---|
| Revenue | 50% | $310.9m | $327.2m | $335.4m | $335.7m | 200% funding |
| Adjusted EBITDA | 50% | ($19.5m) | ($18.6m) | ($15.5m) | ($4.9m) | 200% funding |
| Individual Payout Structure (2024) | Target ($) | Maximum ($) | Actual ($) | Notes |
|---|---|---|---|---|
| Kevin P. Smith – Annual Cash Incentive | $210,000 | $420,000 | $189,000 | Company plan funded at 200%; individual payout shown above |
| Equity Program | Type | Target # Shares | Grant Date | Grant-Date Fair Value | Vesting / Performance |
|---|---|---|---|---|---|
| Annual LTI Design | RSUs mix | Time-based 50% / Performance-based 50% | 2024 | Value-based approach | Time-based: 3-year annual thirds; Performance-based: 3-year relative TSR vs S&P 1000 Health Care Equipment Select Industry Index with max 120% and change-in-control target vest |
| Kevin P. Smith New-Hire RSUs | Time-based RSUs | 54,406 | 7/22/2024 | $499,991 | Vests one-third annually from vesting commencement date; time/service-based |
Note: Kevin P. Smith did not receive performance-based RSUs in 2024; his award was wholly time-based .
Equity Ownership & Alignment
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 1,186 | <1% of outstanding (26,887,242 shares) |
| Unvested Time-based RSUs (as of 12/31/2024) | 54,406 | Grant date 7/22/2024 |
| Market Value of Unvested Shares (12/31/2024 close $9.17) | $498,903 | Calculated by company per proxy table |
| Stock Options (exercisable/unexercisable) | None outstanding | Company states no NEO stock options outstanding as of YE 2024 |
| Hedging/Pledging Status | Prohibited by policy | Insider trading policy prohibits hedging and pledging |
| Stock Ownership Guideline (EVP) | 3× base salary | 5-year compliance window from role start |
Employment Terms
| Term | Detail |
|---|---|
| Role & Start Date | EVP, Business Development, General Counsel & Secretary; effective July 22, 2024 |
| Base Salary | $420,000 (annual) |
| Target Annual Bonus | 50% of base; max 200% of target under MIP |
| New-Hire RSUs | $500,000 grant; vests one-third annually over 3 years; subject to 2023 Plan terms |
| Annual Equity Eligibility | Eligible beginning March 2025 like peers, presuming start prior to Oct 1, 2024; otherwise next eligibility May 2026 |
| Severance (non-CoC) | 12 months base salary + COBRA subsidy/taxable equivalent upon termination without cause or resignation for good reason, subject to release and covenants |
| Change-in-Control Severance | 24 months base salary + COBRA benefits under same triggers during CoC period |
| 280G Cutback | Best-net (full vs reduced to avoid excise) with ordered reductions; no tax gross-ups |
| Equity Acceleration (Plan) | Involuntary termination within 12 months post-CoC: full vesting of options/RSUs; performance awards deemed at 100% target |
| Clawback | Nasdaq-compliant clawback adopted Oct 2, 2023 for erroneously paid incentive compensation upon restatement |
| Arbitration & Confidentiality | Arbitration per Confidentiality Agreement; confidentiality/return-of-documents obligations |
| Work Location | Boston facility minimum 3 days onsite; remote option 2 days/week |
Risk Indicators & Red Flags
- No hedging/pledging permitted under policy, reducing alignment concerns related to collateralization; clawback policy in place for restatements .
- 280G best-net cutback avoids excise tax gross-ups, mitigating shareholder-unfriendly golden parachutes; severance multiples limited to salary continuation (12 months; 24 months in CoC) rather than salary+bonus .
- No stock options outstanding as of YE 2024, reducing near-term option exercise selling pressure; equity largely in time-based RSUs with multi-year vesting .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total for K.P. Smith skewed to equity via new-hire RSUs ($499,991) and cash components (pro-rated salary $189,000, cash bonus $189,000, sign-on $100,000), consistent with retention and alignment for new executives .
- Performance metrics tightened: 2024 annual incentive re-weighted to 50% revenue and 50% Adjusted EBITDA; plan funded at 200% due to revenue beat and EBITDA improvement vs plan, reinforcing pay-for-performance linkage .
- Equity program shift: Company-wide LTIs granted as full-value RSUs (50% time, 50% performance); K.P. Smith’s award was time-based only at hire, with future eligibility aligned to peer practices .
Say-on-Pay & Governance Practices
- Compensation governance includes independent committee oversight and timing discipline for equity grants; no tax gross-ups, no special retirement or health plans for executives; ownership guidelines enforced with retention of net shares until compliance .
Investment Implications
- Alignment: K.P. Smith’s package ties cash incentives to revenue and Adjusted EBITDA and builds long-term alignment via multi-year RSU vesting; clawback and ownership guidelines add governance rigor .
- Retention Risk: Severance provides 12 months of base salary (24 months in CoC) plus COBRA benefits, which, combined with unvested RSUs (54,406 units), creates meaningful retention hooks; no tax gross-ups and 280G cutback reduce parachute risk .
- Trading Signals: Absence of stock options and hedging/pledging prohibition lowers forced-selling overhang; time-based RSU vesting creates predictable supply over three years—investors should monitor vest dates and any Form 4 activity to gauge near-term selling pressure .
- Performance Sensitivity: 2024 plan funding at 200% underscores sensitivity of cash bonuses to top-line and EBITDA execution; future equity eligibility (from 2025) may introduce performance-based RSUs, adding TSR-linked upside/downside for executives and signaling management confidence targets .