Kevin R.M. Smith
InogenAbout Kevin R.M. Smith
Kevin R.M. Smith, 54, has served as Inogen’s Chief Executive Officer, President, and a Class II director since November 2023, bringing extensive medical device leadership from Sirtex Medical and Teleflex and interim CEO experience at OncoSec Medical . He holds an MBA in Global Management (University of Phoenix) and a BS in Marketing (University of Kentucky) . Under his tenure in 2024, Inogen’s revenue grew 6.4% to $335.7M, gross margin expanded to 46.1%, net loss improved to $35.9M, and non-GAAP Adjusted EBITDA improved to negative $9.5M, with annual cash incentives paid at 200% of target and performance RSUs vesting at 127% for the 2024 tranche, demonstrating pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sirtex Medical Limited | CEO, President, Executive Director; EVP Sales & Marketing (Americas) | 2019–2023; 2017–2019 | Led commercial scaling and governance; board-level oversight |
| OncoSec Medical, Inc. | Interim President & CEO; Director | Dec 2021–Apr 2022; 2020–2023 | Stabilized operations and strategic direction during leadership transition |
| Teleflex | Global VP Sales & Marketing | Prior to 2017 | Global commercial leadership in medical devices |
| Sensium Healthcare | Chief Commercial Officer | Prior to 2017 | Commercial strategy in digital health/monitoring |
| Gel‑e, Inc. | EVP, Business Development | Prior to 2017 | Partnerships and growth initiatives |
External Roles
| Organization | Role | Years |
|---|---|---|
| Sirtex Medical Limited | Director | 2019–2023 |
| OncoSec Medical, Inc. | Director | 2020–2023 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 107,692 | 100% (per employment agreement) | 850,000 (sign‑on installment) | 14,056 | 1,796,248 |
| 2024 | 705,385 | 100% | 1,410,769 (non‑equity incentive) | 6,600 | 4,159,779 |
- Employment agreement: base salary $700,000 and target annual bonus equal to 100% of salary; sign‑on cash bonus $1,700,000 paid in two installments; up to $100,000 relocation reimbursement with tax gross‑up .
Performance Compensation
Annual Cash Incentive – 2024 Plan Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Revenue | 50% | $310.9M | $327.2M | $335.4M | $335.7M | 200% |
| Adjusted EBITDA | 50% | $(19.5)M | $(18.6)M | $(15.5)M | $(4.9)M | 200% |
- Funding mechanics: bonus pool funded at 200% of target; NEOs (including CEO) received payouts accordingly .
Equity Incentives – Grants, Metrics, and Vesting
| Grant Date | Type | Shares (Target) | Max Payout | Metric | Vesting / Assessment |
|---|---|---|---|---|---|
| 11/10/2023 | RSU (time‑based) | 85,000 | N/A | Service | 1/3 annually from 12/1/2023 |
| 11/10/2023 | RSU (performance) | 85,000 | N/A | Revenue (FY24, FY25 tranches) | FY24 tranche vested at 127%; FY25 to be assessed |
| 3/1/2024 | RSU (time‑based) | 85,000 | N/A | Service | 1/3 annually from 3/1/2024 |
| 4/4/2024 | RSU (performance) | 85,000 | 102,000 (120%) | Relative TSR vs S&P 1000 HC Equip Select Industry | 3‑yr performance (to 12/31/2027) |
- Program changes: Long‑term incentives restructured in 2024 to emphasize relative TSR; target payout at 60th percentile for 2024 grants; 2025 PB RSUs set at 75th percentile target; annual equity grant values reduced 40% vs prior year to strengthen alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 70,274 shares directly held as of 3/17/2025 |
| % of Shares Outstanding | ~0.26% (70,274 / 26,887,242) based on outstanding shares at 3/17/2025 |
| Unvested Time‑based RSUs | 56,667 (11/10/2023 grant) and 85,000 (3/1/2024 grant); market value at $9.17: $519,636 and $779,450 respectively |
| Unearned Performance RSUs | 85,000 (11/10/2023 third tranche), 85,000 (4/4/2024); market value: $779,450 and $779,450 at $9.17 |
| Options | None outstanding |
| Stock Ownership Guidelines | CEO: 5× base salary requirement; executives must comply within 5 years of appointment |
| Pledging/Hedging | Prohibited by insider trading policy; short sales and pledging not allowed |
- Director compensation: As an employee director, Mr. Smith receives no additional director compensation; non‑employee director equity accelerates on change in control under the plan .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | At‑will; $700,000 base; 100% target bonus; $1.7M sign‑on cash; relocation reimbursement up to $100,000 with tax gross‑up; initial RSU package 170,000 shares (85k time‑based, 85k performance) |
| Severance (no CIC) | CEO: 24 months base salary ($1,400,000) and COBRA subsidy/taxable payments; no tax gross‑ups beyond relocation; 280G cut‑down (no excise tax gross‑up) |
| Severance (CIC double‑trigger) | CEO: 24 months base salary ($1,400,000) paid lump sum; COBRA subsidy/taxable payments; equity acceleration under plan as described below |
| Equity Acceleration | If awards not assumed in a CIC, outstanding equity vests; if assumed and involuntary termination within 12 months post‑CIC, awards fully vest and performance awards vest at 100% of target |
| Potential Payments (illustrative at 12/31/2024) | CIC equity acceleration value $779,450; additional acceleration tied to termination in connection with CIC $519,636; severance $1,400,000 in both scenarios (format differs) |
| Clawback Policy | Nasdaq‑compliant clawback adopted Oct 2, 2023; recovery of incentive compensation upon restatement |
| Insider Trading Policy | Prohibits trading on MNPI, hedging, short sales, and pledging; mandates compliance |
Board Governance
- Role and tenure: Class II director since 2023; nominated for term ending 2028 .
- Independence: Inside director; six of seven directors are independent under Nasdaq rules .
- Leadership structure: Independent Chair (Elizabeth Mora); CEO and Chair roles separated per governance policy .
- Committees: Mr. Smith does not serve on board committees; committee composition is independent (Audit, Compensation, Nominating & Governance, Compliance) .
- Meetings: Board held seven meetings in 2024; directors attended at least 75% of meetings and committee meetings; independent director sessions held regularly .
- Director pay program (for non‑employees): Cash retainers and RSU grants; annual RSU grant ~$180,000; full acceleration for non‑employee directors on change in control; ownership guideline 3× cash retainer .
Performance & Track Record
| Metric | 2024 Result | Commentary |
|---|---|---|
| Revenue | $335.7M (+6.4% YoY) | Growth driven by portable oxygen concentrators; market underpenetrated |
| Gross Margin | 46.1% (vs 40.1% in 2023) | Material margin recovery |
| Net Loss | $(35.9)M; $(1.52) diluted EPS | Significant improvement vs 2023 |
| Adjusted EBITDA (non‑GAAP) | $(9.5)M (vs $(37.8)M in 2023) | 74.9% improvement |
- Say‑on‑pay: Support rebounded to 93% in June 2024 after 71% in 2023; compensation program was modified following investor feedback (metric diversification; three‑year TSR) .
Compensation Committee Analysis
- Program design: Independent committee with independent consultant (Mercer; Pearl Meyer earlier); compensation targeted around peer median with higher at‑risk pay mix .
- Peer group: 19 med‑tech peers (revenue $169M–$413M; median $329M; market cap $306M–$1.97B; median $455M) used for 2024 benchmarking .
- Structural shifts: Increased TSR emphasis; eliminated annual vesting for PB RSUs; reduced equity grant values 40% to align with stockholder experience; capped annual cash incentive at 200% .
Equity Ownership & Alignment Details
| Component | Shares | Valuation Reference |
|---|---|---|
| Direct beneficial ownership | 70,274 | As of 3/17/2025 record date |
| Unvested RSUs (time‑based, 11/10/2023) | 56,667 | $519,636 market value at $9.17 |
| Unvested RSUs (time‑based, 3/1/2024) | 85,000 | $779,450 market value at $9.17 |
| Unearned PB RSUs (11/10/2023 third tranche) | 85,000 | $779,450 market value at $9.17 |
| Unearned PB RSUs (4/4/2024) | 85,000 | $779,450 market value at $9.17 |
- No stock options outstanding; vesting cadence is annual in equal thirds for time‑based RSUs; PB RSUs assessed per revenue (hire grant, FY24/FY25 tranches) and three‑year TSR for 2024 grant .
Related Party Transactions and Risk Indicators
- Related party transactions: None since Jan 1, 2023 above $120,000 threshold .
- Hedging/pledging: Prohibited; governance mitigates alignment risks .
- Repricing: Plan prohibits option/SAR repricing or exchanges .
- Tax gross‑ups: No excise tax gross‑ups; limited gross‑up only for relocation reimbursements per employment agreement .
- Section 16 compliance: Directors and officers complied with beneficial ownership reporting in 2024 .
Say‑on‑Pay & Shareholder Feedback
- Outcomes: 93% support in 2024 after enhanced outreach; concerns addressed via TSR metrics, three‑year performance periods, and reduced equity grants .
- Governance: Independent advisor; annual review; ownership guidelines applied to CEO and executives .
Investment Implications
- Alignment: Strong linkage of 2024 payouts to tangible operating improvements (revenue/margin/Adjusted EBITDA) and above‑target payouts confined by plan caps; introduction of three‑year relative TSR raises performance sensitivity to shareholder returns .
- Retention risk: Material unvested RSU overhang with staggered vesting and double‑trigger CIC protections; CEO cash severance equals 24 months’ base, reducing turnover risk during strategic transitions .
- Trading signals: Upcoming annual RSU vesting dates (Dec 1 and Mar 1 cycles) can create mechanical supply; monitor Form 4 filings around vest dates and blackout windows; pledging/hedging prohibitions and clawback mitigate adverse alignment risks .
- Governance quality: Independent chair, independent committees, clawback policy, and prohibition on repricing support investor confidence; director compensation/ownership guidelines and say‑on‑pay improvement reflect responsiveness to shareholders .
Note: All quantitative and governance details above are drawn from Inogen’s 2025 DEF 14A proxy statement filed March 27, 2025.