Mira Sahney
InogenAbout Mira Sahney
Mira Sahney, 50, joined Inogen’s Board as an independent Class III director effective January 31, 2025; her term runs until the 2026 annual meeting. She holds a B.S. in Mechanical Engineering (summa cum laude, University of Michigan), an M.S. in Mechanical Engineering (Stanford), and both an M.S. in Engineering and an MBA (MIT), and brings operating leadership experience across medical devices and robotics . The Board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medtronic (Pelvic Health Operating Unit) | President | 2021–2024 | Led a large medtech business unit . |
| Hyalex Orthopaedics | President, CEO, Director | 2017–2021 | Venture-backed medical device innovator . |
| Smith+Nephew | SVP & GM, ENT and Gynecology businesses | 2009–2016 | P&L leadership roles . |
| Myomo, Inc. (NYSE: MYO) | Co-founder and President | 2004–2008 | Wearable medical robotics for neurological disorders . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Claria Medical (private) | Board Member | 2017–present | Privately held minimally invasive surgical tools company . |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee; Member, Compliance Committee (appointed concurrently with board appointment on Jan 31, 2025) .
- Independence status: Board determined Sahney is independent; Audit, Compensation, and Nominating & Governance committees are composed of independent directors .
- Tenure and class: Class III director; term expires at 2026 annual meeting .
- Attendance and engagement: The Board held seven meetings in 2024; each current director attended at least 75% of aggregate board/committee meetings during periods served. Independent director executive sessions occur regularly. Sahney joined in 2025; her 2025 attendance not yet disclosed .
- Committee activity levels (2024): Audit (5 meetings), Compensation (6), Compliance (4), Nominating & Governance (2) — indicates robust committee engagement environment .
Fixed Compensation
| Component | Amount | Frequency/Notes |
|---|---|---|
| Board member annual cash retainer | $45,000 | Paid quarterly in arrears, pro-rata . |
| Nominating & Governance Committee member fee | $5,000 | Annual; paid quarterly in arrears . |
| Compliance Committee member fee | $5,000 | Annual; paid quarterly in arrears . |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU (on appointment) | Jan 31, 2025 | 9,112 RSUs | Vests May 14, 2025, subject to service . | |
| Annual RSU (standard board program) | Annual meeting date | $180,000 grant-date fair value (shares rounded down) | Vests on earlier of 1-year from grant or day prior to next annual meeting, subject to service . | |
| Annual RSU (FY2025 Form 4 disclosure) | May 14, 2025 | 30,612 RSUs | Time-based; reported in Form 4 (price $0 indicates RSU grant) . | |
| Change-in-control treatment | — | — | Non-employee director awards vest 100% on change in control per 2023 Plan . |
- Equity plan features: No evergreen; no repricing/exchange; minimum vesting generally 1 year (with limited exceptions); director compensation capped at $750,000 annually, increased to $1,000,000 in initial year .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Conflicts |
|---|---|---|---|
| Claria Medical | Private | Director | No related-party transactions or arrangements with Inogen disclosed under Item 404(a); no family relationships . |
Expertise & Qualifications
- Technical and operating expertise: Senior leadership across medtech (Medtronic, Smith+Nephew), venture CEO (Hyalex), robotics co-founder (Myomo) .
- Education: B.S. Mechanical Engineering (Michigan); M.S. Mechanical Engineering (Stanford); M.S. Engineering and MBA (MIT) .
- Board qualifications: Industry operating experience in healthcare/medical devices; governance roles on Compliance and Nominating & Governance committees .
Equity Ownership
| Metric | Mar 17, 2025 (Record Date) | May 16, 2025 (Form 4 filing) |
|---|---|---|
| Total beneficial ownership (shares) | 9,112 RSUs vesting within 60 days | 39,724 shares owned post-transaction |
| Ownership % of shares outstanding | <1% (26,887,242 shares outstanding) | <1% (based on 26,887,242 shares if used for context) |
| Vested vs unvested | As of record date, RSUs scheduled within 60 days; broader vesting not included in proxy table | RSUs granted on May 14, 2025 increase holdings; future vesting per plan |
| Pledging/Hedging | Not disclosed | Not disclosed |
| Ownership guidelines | Directors: 3x annual cash retainer; compliance window up to 5 years from appointment |
Insider Trades
| Form | Filing Date | Transaction Date | Type | Securities Transacted | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|---|
| Form 3 (Initial Statement) | Feb 4, 2025 | — | Initial filing | — | — | — | |
| Form 4 | Feb 4, 2025 | Jan 31, 2025 | Award (RSU) | 9,112 | 9,112 | Common Stock (RSU) | |
| Form 4 | May 16, 2025 | May 14, 2025 | Award (RSU) | 30,612 | 39,724 | Common Stock (RSU) |
Governance Assessment
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Independence and conflicts: Board affirmed independence; no related-party transactions or family relationships disclosed; no arrangements behind election — positive alignment .
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Committee contributions: Placement on Compliance and Nominating & Governance aligns with her regulatory and operating background; these committees oversee healthcare compliance and board composition/ESG — supports board effectiveness .
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Compensation alignment: Director pay structure is conservative: modest cash retainer plus time-based RSUs with standard single-trigger change-in-control acceleration for directors; annual RSU grant fixed at $180,000 fair value — alignment with shareholder interests via equity, with overall caps on director compensation .
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Ownership alignment: Initial and annual RSU grants build stake; director ownership guidelines require 3x cash retainer within 5 years — clear path to alignment (Sahney’s appointment in 2025 implies guideline compliance window through 2030) .
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Attendance and engagement signals: 2024 committees active; policy ensures regular independent sessions; Sahney’s 2025 attendance not yet reported — monitor 2025 proxy for attendance metrics .
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RED FLAGS: None identified. Notable features to monitor include single-trigger vesting of director equity on change in control (common but can be investor-sensitive), and any future related-party disclosures; current filings show no Item 404(a) transactions .