Carlton W. Weatherby
Chief Strategy and Growth Officer at INSP
Executive
About Carlton W. Weatherby
Carlton W. Weatherby is Chief Strategy and Growth Officer at Inspire Medical Systems (INSP) since December 2024, after serving as Chief Strategy Officer from July 2023–December 2024. He previously held leadership roles at Medtronic, including Vice President & General Manager for Spine & Biologics (since 2021) and earlier Vice President of Strategic Sales and corporate development roles (joined Medtronic in 2011). He holds a B.A. in Human Biology from Stanford University and an M.B.A. from Harvard Business School . INSP delivered strong FY2024 operating performance: revenue $802.8M (+28% YoY), diluted EPS $1.75 (first full-year profitability), gross margin 84.7%, operating income $36.1M, and net income $53.5M; the pay-versus-performance table shows cumulative TSR value of an initial $100 investment at $249.80 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inspire Medical Systems | Chief Strategy Officer | Jul 2023–Dec 2024 | Led corporate strategy; contributed to commercial scaling ahead of expanded remit . |
| Inspire Medical Systems | Chief Strategy & Growth Officer | Dec 2024–present | Expanded scope to lead U.S. Sales, Marketing, and Strategy; organizational realignment to drive growth . |
| Medtronic | VP & GM, Spine & Biologics | 2021–2023 | P&L leadership in spine biologics; portfolio and commercial execution . |
| Medtronic | VP, Strategic Sales; Corporate Development roles | 2011–2021 | Strategic accounts; M&A/corporate development across therapies . |
External Roles
No public-company directorships or external board roles disclosed .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Approved Base Salary ($) | 455,000 | 462,025 | Committee-approved prior to each year. |
| New Base Salary ($) | — | 500,000 effective Dec 1, 2024 | Reflects expanded Chief Strategy & Growth Officer scope . |
| Target Incentive Opportunity (% of base) | 60% | 70% (effective Dec 2024) | Increased with expanded role. |
| Actual Base Paid ($) | 200,083 | 465,189 | Reported in SCT. |
| MIP Cash Incentive Payout ($) | 91,107 | 344,400 | Based on 98.4% plan achievement with 70% target in 2024 . |
Performance Compensation
Annual MIP Structure & Outcomes (FY2024)
| Performance Metric | Weight | Threshold | Target | Above-Target | Actual Achievement | Weighted Achievement |
|---|---|---|---|---|---|---|
| Global Revenue | 50% | $770.0M | $820.0M | $861.0M | $802.8M | 45.7% |
| Adjusted Operating Income | 15% | $125.0M | $143.4M | $157.9M | $152.1M (ex-SBC) | 18.2% |
| Global Insurance Reimbursement Approvals | 10% | 19,000 | 24,000 | 29,000 | 23,017 | 9.5% |
| Quality, Regulatory & Product Development | 15% | 2 of 4 | 3 of 4 | 4 of 4 | 3 of 4 objectives | 15.0% |
| Operations (Days Inventory On-Hand) | 10% | 45 days | 90 days | 135 days | 90 days | 10.0% |
| Overall Achievement | — | — | — | — | — | 98.4% |
| Executive | Eligible Earnings ($) | Target (%) | Target ($) | MIP Achievement (%) | Actual MIP Payout ($) |
|---|---|---|---|---|---|
| Carlton W. Weatherby | 500,000 | 70% | 350,000 | 98.4% | 344,400 |
Long-Term Incentives (Grant Date: Feb 9, 2024)
| Component | Grant Date Fair Value ($) | Shares/Units (#) | Terms |
|---|---|---|---|
| Performance Stock Units (PSUs) | 1,049,960 | Threshold 2,694; Target 5,388; Max 10,776 | Multi-year performance; payout range based on metrics . |
| Restricted Stock Units (RSUs) | 524,980 | 2,694 | Time-based vesting per award agreement . |
| Stock Options | 512,342 | 4,376 | Exercise price $194.87; vesting 25% at 1-year, remainder monthly over 36 months; 10-year term . |
| Target Total LTI | 2,100,000 | — | Defined mix RSUs/Options/PSUs . |
Vesting mechanics: Options vest 25% on first anniversary of grant, then in 36 equal monthly installments (full vest by the 4th anniversary); options fully accelerate if terminated without Cause within one year post-Change in Control (per employment agreements) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,808 shares; <1% of outstanding . |
| Options Outstanding (Unexercisable) | 4,452 (grant 07/31/23, $287.81 strike, expires 07/31/33); 4,376 (grant 02/09/24, $194.87 strike, expires 02/09/34) . |
| RSUs Unvested (12/31/24) | 2,694 (grant 02/09/24), market value $499,414 . |
| PSUs Unearned (12/31/24) | 1,390 (grant 07/31/23), market value $257,678; 2,694 (grant 02/09/24) shown as unearned in table . |
| Option Exercises/Vesting (FY2024) | No option exercises; no RSUs vested for Weatherby in 2024 . |
| Pledging/Hedging | Stock Ownership table footnotes disclose pledging for CEO; no pledging footnote indicated for Weatherby . |
| Ownership Guidelines | Executives: ≥1x base salary; must attain within 5 years of hire/promotion/effective date (July 27, 2023). As of 12/31/2024, Weatherby (joined June 2023) had not yet attained, consistent with timeline . |
Employment Terms
| Provision | Weatherby Terms |
|---|---|
| Employment | At will; notice requirements per agreement . |
| Severance (no CIC) | Cash $725,000; plus COBRA subsidy for six months; includes base and pro rata target bonus per agreement . |
| Change-in-Control (CIC) + termination | Cash $850,000; COBRA subsidy for nine months; full acceleration of outstanding equity awards granted on/after employment agreement effective date . |
| CIC without termination | Equity acceleration value $1,514,184 (per year-end scenario) . |
| Equity Acceleration (death/disability) | Equity acceleration value $2,013,598 (per year-end scenario) . |
| Non-Compete/Non-Solicit | One-year post-termination covenants . |
| 280G Cutback | Reduction to avoid excise taxes if beneficial to executive after-tax . |
| Clawback | SEC/NYSE-compliant clawback for incentive compensation upon accounting restatement (policy disclosed; Exhibit 97.1 to FY2023 10-K) . |
Compensation Structure Analysis
- Heavy at-risk mix: Target total direct compensation for non-CEO NEOs averaged ~84% variable; PSUs introduced since 2022 to strengthen pay-for-performance linkage .
- FY2024 MIP was rigorously set vs operating plan with 65% financial (revenue, adjusted operating income) and 35% strategic metrics; overall achievement 98.4% drove Weatherby’s payout of $344,400 on a $500,000 eligible base with 70% target .
- LTI balanced across RSUs, options, and PSUs ($2.1M target), with standard vesting schedules and CIC protections aligning retention while avoiding tax gross-ups (cutback provision used) .
Risk Indicators & Red Flags
- Pledging: CEO disclosed pledged shares; no pledge disclosure for Weatherby in footnotes .
- Option repricing: No repricing disclosed; grant timing in Q1 since 2021, not coordinated with MNPI .
- Clawback policy in place; standard non-compete/non-solicit covenants .
- Insider selling pressure: Weatherby had no option exercises and no RSU vesting in 2024, suggesting limited forced selling needs near-term; significant unvested awards tie retention to performance and time .
Investment Implications
- Alignment: Weatherby’s compensation mix (70% MIP target, $2.1M LTI with PSUs/options/RSUs) and one-year post-termination covenants suggest strong alignment to revenue growth, adjusted operating income, and strategic execution central to INSP’s model .
- Retention and CIC economics: Severance is modest relative to peers (6 months base + pro rata bonus; CIC 9 months + target bonus) and includes 280G cutbacks, mitigating shareholder-unfriendly windfalls; equity acceleration is structured with performance-based PSU treatment under CIC .
- Execution track: Expanded remit over U.S. Sales and Marketing post-Dec 2024 puts Weatherby at the growth lever; FY2024 results (28% revenue growth, first full-year profitability) underpin the MIP’s near-target payout and reinforce pay-for-performance discipline .
- Trading signals: Absence of 2024 exercises/vests and upcoming option vesting cliffs (25% at first anniversaries of 07/31/23 and 02/09/24 grants, then monthly) reduce near-term selling pressure; monitor vest dates and PSU performance windows for potential liquidity events .