Cynthia B. Burks

About Cynthia B. Burks

Cynthia B. Burks (age 59) is an independent Class I director of Inspire Medical Systems, Inc. (INSP) and has served on the board since 2022. She brings deep human capital leadership from Genentech (SVP, Chief People and Culture Officer 2019–2021; VP, Head of HR for Research & Early Development 2015–2019) and earlier HR roles across media, consumer goods, and technology (1999–2011). Her education includes a B.S. in Finance (Marquette), an M.B.A. (Thunderbird/Arizona State), and a J.D. (University of San Francisco School of Law). She is currently a director of WD‑40 Company (since 2022) .

Past Roles

External Roles

Board Governance

• Independence: The board determined Ms. Burks is independent under NYSE rules (8 of 9 directors independent; CEO not independent) .
• Committee assignments (as of Mar 18, 2025):
  • Audit Committee member (appointed Feb 2025) .
  • Organization and Compensation Committee member; committee is fully independent .
• Attendance and engagement:
  • 2024 meetings: Board met 5x; Audit 6x; Organization & Compensation 5x; Nominating & Governance 4x .
  • “Each of our incumbent directors attended all of the meetings of the Board and committees on which he or she served” in fiscal 2024 .
  • Directors attended the 2024 annual meeting .
• Executive sessions: Regular executive sessions of non‑management/independent directors; Lead Director presides , .
• 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 level .
• Anti‑hedging/pledging: Hedging and pledging prohibited absent pre‑approval (Audit Committee approval required for directors) .

Fixed Compensation

• Non‑employee director cash policy (2024; amended May 2024 and Feb 2025):
  • Annual Board retainer: $50,000 .
  • Lead Director retainer: $32,000 (added May 2024) .
  • Committee chairs: Audit $20,000; Org & Comp $15,000; Nominating & Governance $15,000; Quality, Product Supply & Technology (QPS&T) $15,000 (added Feb 2025) .
  • Committee members (non‑chair): Audit $10,000; Org & Comp $7,500; Nominating & Governance $7,500; QPS&T $7,500 (added Feb 2025) .

Notes: Directors may elect to receive cash retainers in fully vested stock; several peers did so in 2024 (not specifically Ms. Burks) . No stock options were granted to non‑employee directors in 2024 .

Performance Compensation

• Equity structure for directors:
  • Initial RSU grant upon board appointment: $270,000 grant date fair value; vests in three equal installments .
  • Annual RSU grant at each annual meeting: $180,000 grant date fair value; vests on first anniversary .
  • Change in control: Director RSUs vest in full immediately prior to a Change in Control under the 2018 Plan .

No performance‑metric‑based director equity is disclosed; the RSUs are time‑based service awards .

Other Directorships & Interlocks

• Current public board: WD‑40 Company (since 2022) .
• Compensation committee interlocks: None; INSP’s Organization & Compensation Committee (which included Ms. Burks in 2024) disclosed no interlocks or insider participation .
• Related‑party transactions: No transactions involving Ms. Burks were disclosed; the only related‑party item in 2024 involved the CEO’s cost‑sharing for an arena suite (Audit Committee oversight) .

Expertise & Qualifications

• Talent/Human Capital Management: Core expertise; board cites capabilities across succession planning, compensation strategy, culture/DEI, and organizational design .
• International/Global: Led global HR responsibilities at Genentech; brings global perspective .
• Legal/Compliance: J.D. and senior HR leadership in a highly regulated environment inform board oversight .
• Board skills matrix: Board identifies her contributions in Legal/Compliance and Talent/Human Capital Management (matrix categories) .

Equity Ownership

Governance Assessment

• Strengths and positive signals:

  • Independence, 100% 2024 attendance, and active service on key committees (Organization & Compensation; added to Audit in Feb 2025) support robust oversight and board effectiveness .
  • Human capital and compliance expertise align with INSP’s growth and regulatory context; complements broader board skill mix .
  • Director pay tilted to equity (annual RSUs of $180,000) aligns interests; all non‑employee directors meet ownership guidelines .
  • Compensation committee independence affirmed; use of independent consultant (Aon) with no conflicts disclosed .

• Watch items (structural governance context; not specific to Ms. Burks):

  • INSP maintains a classified board, plurality voting for directors, and supermajority provisions; the board discloses rationale but some investors prefer annual elections, majority voting, and simple-majority standards .

• Conflicts/related‑party exposure:

  • No related‑party transactions involving Ms. Burks disclosed; anti‑hedging/pledging policy in place (with pre‑approval mechanisms) .

• Shareholder alignment:

  • Strong 2024 say‑on‑pay support (≈97% “FOR”), indicating broad investor confidence in compensation governance; OCC (where Ms. Burks serves) oversees pay programs .

• Board engagement and risk oversight:

  • Board reports comprehensive risk oversight across committees; added QPS&T Committee in 2025 to strengthen quality/supply/technology oversight (Ms. Burks is not a member) .

Overall view: Ms. Burks’ profile—independence, flawless attendance, and HR/compliance expertise—supports board effectiveness, particularly on compensation oversight and culture/talent risks. No conflicts, pledging, or related‑party ties disclosed, and her equity‑heavy director pay and policy compliance reinforce alignment with shareholders .