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

Organization	Role	Tenure	Committees/Impact
Genentech (Roche Group)	SVP, Chief People and Culture Officer	2019–2021	Led enterprise human capital strategy in a complex, regulated biotech environment .
Genentech (Roche Group)	VP, Head of HR, Genentech Research & Early Development	2015–2019	Supported global R&D talent strategy during scaling and innovation phases .
Various (media, consumer goods, technology)	HR and organizational development roles	1999–2011	Broad cross‑industry HR leadership experience .

External Roles

Organization	Role	Tenure	Committees/Notes
WD‑40 Company	Director	Since 2022	Public company directorship; committee details not disclosed in INSP proxy .

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) .

Cynthia B. Burks – 2024 Director Compensation	Amount ($)
Fees Earned or Paid in Cash	57,500
Stock Awards (grant date fair value)	180,000
Total	237,500

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

Category	Detail
Total beneficial ownership (common shares)	2,601 shares; represents less than 1% of shares outstanding .
Options exercisable within 60 days	1,216 shares underlying options exercisable within 60 days (included in beneficial ownership) .
Options outstanding at FY‑end	1,823 shares underlying options outstanding as of Dec 31, 2024 .
Unvested RSUs at FY‑end	716 unvested RSUs as of Dec 31, 2024 .
Pledged shares	None disclosed for Ms. Burks; policy requires pre‑approval for any pledging (company disclosed CEO pledge with approval) .
Ownership guidelines status	All non‑employee directors met the 3x retainer guideline as of Dec 31, 2024 (includes Ms. Burks) .

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 .