Casey M. Tansey
Inspire Medical SystemsAbout Casey M. Tansey
Independent director at Inspire Medical Systems (INSP) since 2008; age 67. Background in medical devices and venture capital, currently Managing Partner at U.S. Venture Partners. Education: B.S. and M.B.A., College of Notre Dame. Core credentials emphasized by the board include industry/technology expertise, CEO experience (Heartport), and capital markets insight from healthcare investing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Venture Partners | Managing Partner | 2014–Present | Focus on early-stage medtech; contributes financial and capital markets insights to INSP board |
| U.S. Venture Partners | Managing Member | 2005–2014 | Healthcare investing experience informs oversight of strategy/innovation |
| Heartport, Inc. | Chief Executive Officer | Not disclosed | CEO experience; company pioneered minimally-invasive cardiac surgery |
| Epicor Medical | Executive/operating roles | Not disclosed | Early-stage medtech operating experience |
| Baxter Edward | Executive/operating roles | Not disclosed | Medical device operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intersect ENT, Inc. | Director | 2006–2017 | Former public company directorship |
Board Governance
- Independence and tenure: INSP board determined Tansey is independent under NYSE rules; director since 2008 (Class III, term expiring at 2027 AGM) .
- Committee assignments (current): Organization & Compensation (member); Quality, Product Supply, and Technology (member; committee established Feb 6, 2025) .
- Attendance: In 2024, the board met 5x; O&C met 5x; N&CG 4x; Audit 6x; all incumbent directors attended all board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure context: Classified board; plurality voting with resignation policy; supermajority provisions for certain charter/bylaw changes .
| Committee | Role | Chair? | Source |
|---|---|---|---|
| Organization & Compensation | Member | No | |
| Quality, Product Supply & Technology | Member | No |
Fixed Compensation
Policy framework and 2024 actuals for non-employee directors.
| Item | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (director) | $50,000 (policy amended May 2024) | |
| Committee member retainers (O&C; N&CG; Audit) | O&C: $7,500 member/$15,000 chair; N&CG: $7,500 member/$15,000 chair; Audit: $10,000 member/$20,000 chair | |
| Lead Independent Director retainer | $32,000 (added May 2024) | |
| QPST Committee retainer | $7,500 member/$15,000 chair (added Feb 2025) | |
| 2024 Fees Earned (Tansey) | $57,500; elected to take shares in lieu of cash (314 shares issued) |
Director 2024 compensation mix (Tansey):
| Component | 2024 Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $57,500 | |
| Stock Awards (RSUs) | $180,000 | |
| Total | $237,500 |
Performance Compensation
- Director equity structure: Initial RSU grant $270,000 (vests in 3 equal annual installments); annual RSU grant $180,000 on annual meeting date (1-year cliff vest). All director awards vest fully on a Change in Control .
- Stock options: No director stock options granted in 2024; directors may hold legacy options from prior years .
| Director Equity Plan Feature | Metrics/Terms | Source |
|---|---|---|
| Annual grant type | RSUs, time-based; no performance metrics | |
| 2024 Stock Award (Tansey) | $180,000 grant-date fair value | |
| Options granted in 2024 | None |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Intersect ENT, Inc. | Director | 2006–2017 | Overlap with current INSP director Dana G. Mead, Jr., who was a director at Intersect ENT (2007–2022), indicating a network tie between Tansey and Mead through prior board service |
Expertise & Qualifications
- Industry and Technology: 30+ years in medical devices (Heartport, Epicor Medical, Baxter Edward) with focus on minimally invasive technologies .
- CEO experience: Led Heartport; brings governance and operator perspective .
- Financial/Capital Markets: Managing Partner at USVP; healthcare investing expertise .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer; as of Dec 31, 2024, all non-employee directors had attained the minimum .
- Anti-hedging/pledging: Hedging and short sales prohibited; pledging prohibited absent pre-approval (Audit Committee for directors). No pledge disclosed for Tansey; a CEO pledge is disclosed (context) .
| Ownership Detail (as of Mar 4, 2025 unless noted) | Amount | Source |
|---|---|---|
| Beneficial ownership – Casey M. Tansey | 49,296 shares | |
| Of which: options exercisable within 60 days | 27,784 | |
| Unvested RSUs outstanding (12/31/2024) | 716 | |
| Options outstanding at FY-end 2024 | 27,784 |
Section 16 compliance: All required insider filings for 2024 were timely for directors and officers, other than items previously reported in 2024 proxy (none noted for Tansey) .
Governance Assessment
Positives
- Independent, long-tenured operator-investor with deep medtech domain expertise; sits on key O&C and new Quality/Product/Tech oversight committees, aligning with INSP’s product-quality and innovation risk profile .
- Strong engagement: 100% attendance at 2024 board and committee meetings; attended 2024 annual meeting .
- Ownership alignment: Meets director ownership guideline; elected to take a portion of cash retainer in stock (314 shares) in 2024; equity awards are standard director RSUs; anti-hedging/pledging protections in place .
- Compensation governance: O&C Committee (of which Tansey is a member) is fully independent, retains independent consultant (Aon), and disclosed no interlocks/conflicts in 2024 .
Watch items / potential red flags (contextual)
- Long tenure (director since 2008) can raise external perceptions of diminished independence over time; board remains majority-independent and uses annual self-evaluations and a resignation policy for withhold-majority outcomes .
- Board-level structural features (classified board, supermajority vote requirements, plurality standard) are shareholder-unfriendly in some investors’ views, though the board disclosed rationale and added a resignation policy in uncontested elections .
- Interlock/network tie: Prior overlap at Intersect ENT with current INSP director Dana Mead, Jr. (2007–2017). Not inherently problematic; note for information flow/network concentration .
- No related-party transactions disclosed involving Tansey; the only related-person transaction disclosed concerned the CEO’s cost-sharing agreement for a suite (not involving Tansey) .
Overall implication for investor confidence: Tansey brings relevant operator and investor expertise to compensation and technology/quality oversight with strong engagement and alignment. Structural governance features of INSP’s board warrant continued monitoring, but no Tansey-specific conflict or attendance concern is indicated by current disclosures .