Mary Kay Ladone
InogenAbout Mary Kay Ladone
Independent director (Class II) at Inogen since 2022; age 58. Chairs the Compensation Committee and serves on the Audit Committee; designated as an Audit Committee financial expert with financial sophistication. Prior roles include senior finance, corporate development, and investor relations leadership across Baxter/Baxalta/Hill‑Rom. Education: BBA, University of Notre Dame. Re‑elected May 14, 2025 with 12,833,858 votes for, 5,570,547 withheld; 2,533,283 broker non‑votes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hill‑Rom Holdings, Inc. | SVP, Corporate Development, Strategy & Investor Relations | Dec 2018–Jan 2022 | Led IR and strategic development |
| Hill‑Rom Holdings, Inc. | VP, Investor Relations | Jul 2016–Dec 2018 | Investor relations leadership |
| Baxalta Inc. | SVP, Investor Relations Officer | Jul 2015–Jul 2016 | Capital markets/IR leadership |
| Baxter International Inc. | Senior finance, business development & IR roles | 1998–Jul 2015 | Broad finance/BD/IR responsibilities |
External Roles
| Company | Ticker | Role | Committees |
|---|---|---|---|
| Bioventus Inc. | BVS | Director | Audit; Compensation |
| Kestra Medical Technologies | KMTS | Director | Audit Chair; Nominating & Governance member |
| Novanta Inc. | NOVT | Director | Board member (joined July 2024) |
Board Governance
- Independence: Board determined Ladone is independent under Nasdaq rules; Audit, Compensation, and Nominating committees comprised entirely of independent directors .
- Committee assignments: Audit (member; financial expert) and Compensation (Chair). Audit Committee met 5 times in 2024; Compensation Committee met 6 times in 2024 .
- Attendance: Board held 7 meetings in 2024; each current director attended at least 75% of Board and committee meetings .
- Board leadership: Independent Chair (Elizabeth Mora); policy requires separate Chair and CEO, with regular independent director sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $45,000 | Non‑employee director cash retainer |
| Committee chair fees | $15,000 | Compensation Committee Chair |
| Committee member fees | $10,000 (Audit) | Audit member fee |
| 2024 actual cash paid | $68,764 | Ladone’s 2024 cash compensation |
| Annual equity grant (RSUs) | $180,000 FV | Granted each annual meeting; time‑based vest; rounded down to whole shares |
| 2024 stock award value | $179,998 | Aggregate grant date fair value |
| Change‑in‑control (director awards) | 100% vesting | Non‑employee director awards fully vest on change‑in‑control |
Performance Compensation
| Item | Detail |
|---|---|
| Director performance metrics | Not applicable; director RSU awards are time‑based (annual grants) with no disclosed performance metrics for director grants . |
| Clawback | Awards subject to reduction/recoupment per plan clawback and applicable listing standards . |
Other Directorships & Interlocks
- Multiple public boards (Bioventus, Kestra, Novanta) may heighten investor focus on director workload; company’s 2024–2025 shareholder engagement noted “over‑boarding” concerns generally, leading to other directors reducing outside commitments .
Expertise & Qualifications
- Audit Committee financial expert; financial sophistication designation under SEC Section 407/PCAOB standards .
- Deep IR/finance/corporate development experience across medtech and biopharma; BBA, University of Notre Dame .
Equity Ownership
| Item | Amount | Comment |
|---|---|---|
| Beneficial ownership (shares) | 46,273 | Less than 1% of outstanding shares |
| RSUs vesting within 60 days (as of 3/17/2025) | 21,871 | Time‑based RSUs |
| Director ownership guideline | 3x annual cash retainer | All non‑employee directors met guidelines as of 12/31/2024 |
| Hedging/pledging | Prohibited | Company policy bans hedging, short sales, and pledging for directors |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Granted | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|
| 2024‑06‑05 | 2024‑06‑07 | A (Award) | 21,871 | 46,273 | https://www.sec.gov/Archives/edgar/data/1294133/000095017024070879/0000950170-24-070879-index.htm |
| 2025‑05‑14 | 2025‑05‑16 | A (Award) | 30,612 | 76,885 | https://www.sec.gov/Archives/edgar/data/1294133/000095017025073842/0000950170-25-073842-index.htm |
Governance Assessment
-
Strengths:
- Independent director; Compensation Chair and Audit member; designated audit financial expert .
- Active shareholder engagement: management and Compensation Chair conducted outreach; board responded to investor feedback (e.g., over‑boarding concerns) .
- Compensation governance practices: limit on non‑employee director compensation; no evergreen; no repricing; minimum vesting; no dividends on unvested awards; awards subject to clawback .
- Director ownership guidelines in place and met as of year‑end 2024 .
-
Risks / RED FLAGS:
- Single‑trigger vesting for director equity upon change‑in‑control (full acceleration without termination) can be investor‑unfriendly .
- Multiple concurrent public boards (Bioventus, Kestra, Novanta, plus Inogen) may raise over‑boarding perceptions; investor engagement highlighted workload concerns broadly .
-
Additional signals:
- 2025 director election support: Ladone received 12.8M votes for vs. 5.6M withheld; a sizable withhold base warrants continued investor engagement focus .
- Related‑party transaction screening: none reported since Jan 1, 2023, reducing conflict risk .
- Policy safeguards: prohibitions on hedging/pledging; robust committee independence .