Mary Wright
InogenAbout Mary Wright
Mary Wright is Inogen’s Chief Accounting Officer (CAO), appointed effective July 28, 2025, and designated an executive officer under Exchange Act Rules; she is 39 with 17 years of accounting leadership experience, having joined Inogen in May 2015 after roles of increasing seniority at Deloitte & Touche LLP; she holds a BBA in Accounting and International Business from Ohio University and is a member of the AICPA . Company performance context: in 2024 Inogen delivered revenue of $335.7 million (+6.4% YoY), a net loss of $35.9 million, and materially improved Adjusted EBITDA (–$9.5 million, +74.9% vs. 2023); the 2024 annual incentive plan funded at 200% of target on revenue and Adjusted EBITDA achievements, while Pay-Versus-Performance shows depressed TSR (company $13.42 vs. peers $103.45 on a $100 basis) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Inogen | VP/Corporate Controller, Accounting | Oct 2024 – Jul 2025 | Led corporate accounting/controllership ahead of CAO appointment . |
| Inogen | VP, Technical Accounting & Financial Reporting | Jul 2022 – Oct 2024 | Directed SEC reporting and technical accounting through transition year 2024 . |
| Inogen | Various finance roles | May 2015 – Jul 2022 | Progressively senior roles supporting reporting and controllership . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Deloitte & Touche LLP | Various roles of increasing seniority | Pre-2015 | Audit/assurance foundation for public company reporting and controls . |
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $312,000 effective Jul 28, 2025 |
| Target annual bonus | 35% of base salary |
| Employment status | At-will |
Performance Compensation
Company-wide incentive architecture (reference for executive officers; 2024 plan shown for structure and alignment):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout/Plan Funding |
|---|---|---|---|---|---|---|
| Revenue | 50% | $310.9m | $327.2m | $335.4m | $335.7m | 200% plan funding |
| Adjusted EBITDA | 50% | –$19.5m | –$18.6m | –$15.5m | –$4.9m | 200% plan funding |
Notes:
- 2024 incentive plan funded at an aggregate 200% of target; the plan used company revenue and Adjusted EBITDA and applied standard adjustments (e.g., stock-based comp, FX, restructuring, M&A costs) .
- Pay governance: no tax gross-ups on severance/CIC; clawback policy in effect; hedging and pledging prohibited .
Equity Ownership & Alignment
| Item | Amount / Terms |
|---|---|
| Common stock owned (direct) | 12,180 shares (includes 60 shares acquired via ESPP) |
| Ownership as % of SO | ~0.045% of 27,040,390 shares outstanding as of Aug 1, 2025 (12,180 ÷ 27,040,390) |
| Unvested RSUs (grant schedules) | 1,755 RSUs vest 3/1/2026; 5,499 RSUs vest 3/1/2027; 9,003 RSUs vest 1/3 annually starting one year from 3/1/2025 (i.e., approximately 3/1/2026, 3/1/2027, 3/1/2028), subject to continued service |
| Options | None disclosed on initial Form 3 |
| Hedging/pledging | Prohibited for employees, executive officers, and directors |
| Stock ownership guidelines | Board-adopted guidelines for directors, CEO, and executive officers; enumerated levels include CEO 5x salary and EVPs 3x salary; 5-year compliance window |
Vesting schedule detail:
- Each RSU represents a contingent right to one share of Inogen common stock .
- Time-based RSUs vesting dates and tranches as noted above .
Employment Terms
| Provision | Terms |
|---|---|
| Appointment/role | Appointed CAO effective Jul 28, 2025; executive officer under Exchange Act |
| At-will status | Employment is at-will |
| Severance (non-change-of-control) | Upon termination without Cause or resignation for Good Reason (outside CIC period): (i) Accrued Obligations; (ii) any unpaid annual bonus for a completed fiscal year; (iii) continuation of base salary for 12 months (Severance Term); and (iv) up to 6 months of COBRA premium support (or taxable equivalent), subject to release and compliance; payments commence after 60 days and are Section 409A-compliant (including specified employee 6‑month delay if applicable) . |
| Severance (change-of-control) | Double-trigger; if terminated without Cause or resigns for Good Reason during CIC Period (3 months prior to through 12 months after a CIC): same benefits as non-CIC, except base salary continues for 6 months (Change of Control Severance Term); offsets apply for any prior severance; 280G best-net cut (no gross-up) . |
| Good Reason definition | Material diminution in duties, ≥10% reduction in base salary or annual bonus opportunity, or failure to pay material compensation; notice and cure mechanics apply . |
| Clawback | Company clawback policy (Nasdaq-compliant) applies to executive officers . |
| Indemnification | Standard form indemnification agreement entered into with Ms. Wright . |
| 10b5‑1 plans | Company disclosed no adoptions or terminations of Rule 10b5‑1/non‑Rule 10b5‑1 trading arrangements by directors or Section 16 officers during Q2 2025 . |
Related Party and Conflicts
- Company disclosed Ms. Wright has no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S‑K and no family relationships with directors or executive officers .
Performance & Track Record (Company context)
| Measure | 2024 Result |
|---|---|
| Revenue | $335.7 million (+6.4% YoY) |
| Net loss | $(35.9) million |
| Adjusted EBITDA | $(9.5) million (improved 74.9% vs. 2023) |
| Pay-Versus-Performance TSR (value of $100) | Company: $13.42; Peer group: $103.45 |
Investment Implications
- Compensation alignment: Mary’s cash mix is conservative (35% target bonus), with corporate incentives tied to revenue and Adjusted EBITDA that funded at 200% in 2024—supportive of pay-for-performance but implies high payout sensitivity to top-line and profitability targets . Governance practices (no CIC gross-ups; clawback; hedging/pledging bans) reduce shareholder-unfriendly risk .
- Retention and transaction dynamics: Non-CIC severance (12 months base) exceeds CIC severance (6 months base)—an atypical structure that limits sale‑scenario protection and may modestly elevate transaction-related attrition risk for a newly appointed CAO; no equity acceleration is specified in her agreement .
- Insider selling pressure: Near-term vesting cadence—tranches around March 1, 2026/2027 (and 2028 for the three-year RSU)—creates predictable windows for potential Form 4 activity; no 10b5‑1 adoptions/terminations were reported in Q2 2025, but monitoring for plan adoptions ahead of vest dates is prudent .
- Ownership alignment: Direct ownership is modest (~0.045%), typical for a CAO role; unvested RSUs (~16.3k) align with multi-year service/retention through 2028. Stock ownership guidelines apply to executive officers with a five-year compliance window, though enumerated multiples in the proxy are specified for CEO and EVPs; pledging is prohibited .
Sources: SEC Form 8‑K and exhibits (appointment), 10‑Q exhibits (severance/CIC terms), Form 3 (ownership/RSUs), and DEF 14A (governance, incentive structure, pay-versus-performance) as cited.