Michael Bourque
InogenAbout Michael Bourque
Michael Bourque is Executive Vice President, Chief Financial Officer, and Corporate Treasurer of Inogen (INGN), serving since March 4, 2024. He is 62 years old, holds a B.S. in Accounting from Bentley University, and is a Certified Public Accountant; prior roles include CFO posts at Chase Corporation (2021–2024), Keystone Dental (2019–2020), and senior finance leadership at Analogic Corporation (2014–2018) and Axcelis Technologies (2011–2014) . In 2024, Inogen delivered revenue of $335.7 million (+6.4% YoY) and achieved 200% funding of the executive bonus plan based on Revenue and Adjusted EBITDA outperformance (Actual: $335.7m revenue; Adjusted EBITDA -$4.9m, both at plan “maximum”), while company TSR substantially underperformed its peer group (Company $13.42 vs Peer $103.45 value of initial $100) .
Past Roles
| Organization | Role | Years | Strategic context/industry |
|---|---|---|---|
| Chase Corporation | Chief Financial Officer & Treasurer | Feb 2021 – Feb 2024 | Manufacturer of industrial coatings and tapes for high‑reliability applications |
| Keystone Dental Inc. | Chief Financial Officer | Apr 2019 – Sep 2020 | Dental/medical devices |
| Analogic Corporation | SVP, CFO & Treasurer (2014–2018); other senior finance leadership (2014–2017) | 2014 – 2018 | Healthcare technology and aviation security industries |
| Axcelis Technologies | Vice President of Finance | 2011 – 2014 | Semiconductor equipment |
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Base salary (annual rate) | $425,000 | Effective on hire date March 4, 2024 |
| Salary paid (2024, pro‑rated) | $354,711 | Reflects March 4 start date |
| Target annual cash incentive (% of base) | 60% | Applies to 2024 incentive plan |
| Sign‑on cash bonus | $100,000 | Repayable pro‑rata if he resigns without Good Reason or is terminated for Cause within 24 months |
Performance Compensation
2024 Annual Cash Incentive Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Plan funding |
|---|---|---|---|---|---|---|
| Revenue | 50% | $310.9m | $327.2m | $335.4m | $335.7m | 200% |
| Adjusted EBITDA | 50% | ($19.5m) | ($18.6m) | ($15.5m) | ($4.9m) | 200% |
| Aggregate payout factor | — | — | — | — | — | 200% of target |
| Component | Target | Maximum | Actual Payout (FY2024) |
|---|---|---|---|
| Annual cash incentive ($) | $255,000 | $510,000 | $425,000 (plan table) ; $425,654 (SCT) |
The plan funded at 200% of target based on Revenue and Adjusted EBITDA outperformance .
Equity Awards (2024 – CFO Inducement Grants)
| Grant date | Award type | Target shares | Maximum shares | Grant date fair value ($) | Vesting terms |
|---|---|---|---|---|---|
| 3/4/2024 | Time‑based RSUs | 75,000 | — | 501,000 | 1/3 on each anniversary of vesting commencement date; commencement 3/1/2024 |
| 3/4/2024 | Performance‑based RSUs (sign‑on) | 75,000 | 150,000 | 501,000 | Vest based on Company achievement of revenue performance goals for 2024 and 2025; continued service required |
In 2024, the Company exceeded its revenue goal; the 2024 tranche of NEO performance‑based RSUs vested at 127% of target for awards granted in 2023 and 2024 .
Forward LTI Design (context for 2025+ grants)
- Company shifted PBRSUs to a three‑year relative TSR program vs S&P 1000 Health Care Equipment Select Industry Index; target payout tied to percentile performance, with max payout capped and no vesting below the threshold . The Company also disclosed tightening of TSR targets and a 40% reduction in 2024 annual equity grant values vs prior year to enhance pay‑for‑performance alignment .
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Beneficial ownership (3/17/2025) | 47,646 shares; less than 1% of outstanding (26,887,242 shares) |
| Unvested time‑based RSUs at 12/31/2024 | 75,000 units; market value $687,750 at $9.17/share |
| Unearned performance‑based RSUs at 12/31/2024 | 75,000 target units; market value $687,750 at $9.17/share |
| Stock options | None outstanding as of 12/31/2024 |
| Pledging/hedging | Prohibited by insider trading policy; pledging and derivatives/hedging disallowed |
| Ownership guidelines | Board‑adopted guidelines for executives (details not specified in excerpt) |
Upcoming vesting/supply: Two remaining time‑based tranches (each 25,000 units) are scheduled on the anniversaries of the 3/1/2024 vesting commencement (i.e., expected around 3/1/2026 and 3/1/2027, subject to continued service) . Revenue‑based PBRSU vesting for the 2025 performance year remains contingent on goal attainment .
Employment Terms
| Term | Key details |
|---|---|
| Start date; status | March 4, 2024; at‑will |
| Base salary; bonus target | $425,000; 60% of base salary |
| Sign‑on | $100,000 cash (repayable pro‑rata if terminated for Cause or resignation without Good Reason within 24 months); 75,000 time‑based RSUs and 75,000 PBRSUs (max 150,000 PBRSUs) as inducement awards |
| Severance (non‑CIC) | 12 months base salary continuation; COBRA subsidy or taxable equivalent; release required |
| Severance (CIC) | 24 months base salary continuation; same COBRA approach; “change of control period” is 3 months before to 12 months after a CIC |
| Proxy‑estimated severance economics (12/31/2024) | Termination without Cause/Good Reason (non‑CIC): $425,000; in connection with a CIC: $850,000. Equity acceleration values (CIC): $687,750; additional acceleration upon qualifying CIC termination: $687,750 |
| Equity acceleration | If a CIC occurs before the end of a performance period, target shares for that period vest immediately prior to the CIC for outstanding PBRSUs; additional acceleration upon qualifying CIC termination |
| 280G cutback | Best‑net (“greater of” full payment vs cutback to avoid excise tax) |
| Other terms | Standard indemnification; arbitration; Texas governing law; COBRA mechanics detailed |
Compensation Structure Analysis
- Strong at‑risk mix and explicit operating metrics: 2024 annual bonus split 50% Revenue and 50% Adjusted EBITDA; plan funded at 200% on both metrics, resulting in a $425k–$426k payout for Bourque’s first year .
- New‑hire equity ties near‑term performance to revenue (sign‑on PBRSUs) while longer‑term LTI design shifts to relative TSR measured over three years, improving alignment with shareholder experience and reducing overlapping metrics; the Company also cut 2024 annual equity grant values by ~40% vs prior year .
- No options outstanding and pledging/hedging prohibited, limiting risk‑taking asymmetry and alignment red flags .
Governance, Say‑on‑Pay, and Related‑Party
- Independent compensation committee and independent advisor; ownership guidelines in place for executives .
- Say‑on‑pay: 71% approval in 2023 improved to 93% in 2024 after design changes emphasizing three‑year relative TSR measurement and stricter targets .
- Related‑party transactions: None since 1/1/2023; Section 16(a) compliance affirmed based on filings and representations .
Investment Implications
- Pay‑for‑performance linkage is tightening: 2024 plan paid out at 200% on revenue and EBITDA, but forward PBRSUs emphasize multi‑year relative TSR, which could constrain upside if stock underperforms peers (Inogen TSR $13.42 vs Peer $103.45 in 2024 PVP) . This mix balances operational execution incentives with shareholder return accountability.
- Limited near‑term selling pressure but known vesting events: Time‑based RSUs vest annually (two future 25k tranches remain), and 2025 revenue‑based PBRSU vesting will hinge on achievements; monitor 10b5‑1 filings and Form 4s around vest dates for potential supply .
- Retention moderate‑strong: Material unvested equity plus 1x/2x base salary severance (non‑CIC/CIC) and CIC equity acceleration support continuity through strategic initiatives, while best‑net 280G terms avoid tax gross‑up optics .
- Alignment safeguards: No options, hedging/pledging prohibited, and ownership guidelines present; beneficial ownership is <1% in percentage terms, but equity mix is heavily in RSUs and PBRSUs that depend on continued service and performance .
Net: Incentive structure now emphasizes both operational delivery (revenue/EBITDA) and multi‑year shareholder outcomes (relative TSR). Watch 2025 revenue PBRSU determinations, TSR percentile outcomes vs the S&P 1000 Health Care Equipment Select Industry Index, and any incremental equity grants beginning March 2025 for ongoing alignment and dilution discipline .