Dana G. Mead, Jr.
Inspire Medical SystemsAbout Dana G. Mead, Jr.
Independent director at Inspire Medical Systems, Inc. since 2008; age 65. Education: B.A., Lafayette College; M.B.A., University of Southern California. Currently serves on the Audit Committee and is Chair of the Quality, Product Supply, and Technology Committee; the Board has determined he is independent and an Audit Committee “financial expert,” indicating deep finance oversight capability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HeartFlow, Inc. | Chief Executive Officer and President | 2019–2021 | Led digital health strategy transforming heart disease diagnosis/treatment |
| Beaver-Visitec International, Inc. | Chief Executive Officer and President | 2016–2019 | Surgical device developer/manufacturer leadership |
| Kleiner Perkins Caufield & Byers | Partner | 2005–2016 | Venture investing across medtech and health technology |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Pulmonx Corporation | Director; Chairman | Director since 2010; Chairman since 2019 | Board leadership at pulmonary device company |
| Inari Medical Inc. | Director | 2021–2025 | Public medtech board service |
| Intersect ENT, Inc. | Director | 2007–2022 | ENT-focused medtech; long tenure |
| HeartFlow | Director | 2019–2021 | Digital cardiology; board experience |
Board Governance
- Committee assignments: Audit (member) and Quality, Product Supply, and Technology (Chair) as of March 18, 2025; previously served on Nominating and Corporate Governance Committee in 2024 before transitioning to chair the new Quality committee in February 2025 .
- Independence and expertise: Board determined he is independent under NYSE rules; Audit Committee qualifies him as a “financial expert” (Item 407(d)(5)) .
- Attendance: In fiscal 2024, all incumbent directors—including Mead—attended 100% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Executive sessions and lead structure: Independent director executive sessions occur regularly; Gary L. Ellis is the Lead Independent Director, facilitating independent oversight in a Chair/CEO combined role framework .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $66,216 |
| Stock Awards ($) | $180,000 (annual RSU grant fair value) |
| Unvested RSUs (units at 12/31/2024) | 716 |
| Options Outstanding (shares at 12/31/2024) | 27,784 |
- Policy framework: Non-employee director cash retainer $50,000; committee fees (Audit: Chair $20,000; members $10,000; Organization & Compensation: Chair $15,000; members $7,500; Nominating: Chair $15,000; members $7,500). Lead Director premium added in May 2024 ($32,000). In Feb 2025, Quality Committee fees added: Chair $15,000; members $7,500 .
- Equity structure: Annual RSUs vest on first anniversary; initial RSUs vest over three years; director grants accelerate upon change-in-control; no stock options granted to non-employee directors in 2024 .
Performance Compensation
- Not applicable: Non-employee directors receive time-based RSUs; no director PSUs or bonus metrics disclosed. For 2024, no stock options were granted to directors .
Other Directorships & Interlocks
| Company | Shared Constituency/Overlap | Potential Interlock Notes |
|---|---|---|
| Pulmonx Corporation | Pulmonology | Board chair role; no Inspire-related transactions disclosed |
| Inari Medical Inc. | Vascular | Ended 2025; no inter-company transactions disclosed |
| Intersect ENT, Inc. | ENT specialty | Ended 2022; no Inspire-related transactions disclosed |
- Related party transactions: The proxy discloses a cost-sharing agreement involving the CEO’s entity (Dudley Capital) for an arena suite; no transactions involving Mead were disclosed in the related party section .
Expertise & Qualifications
- Industry and Technology: CEO roles at surgical device and digital health firms; supports oversight of product innovation and quality agendas .
- Finance oversight: Audit Committee financial expert designation; service on Audit Committee .
- Global experience and leadership: Senior global responsibilities cited (e.g., Asia Pacific operations in qualifications), plus multiple CEO tenures .
- Education: B.A., Lafayette College; M.B.A., USC .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 49,169 |
| Options exercisable or within 60 days (included above) | 27,784 |
| Unvested RSUs (separate disclosure) | 716 (as of 12/31/2024) |
| Ownership Guidelines | Non-employee directors: 3× annual cash retainer; as of 12/31/2024 all non-employee directors had attained minimum ownership levels . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent pre-approval (no pledging disclosed for Mead) . |
| Section 16 Compliance | All required insider ownership reports were timely for 2024 (aside from previously reported exceptions in 2024 proxy); no issues noted for Mead . |
Governance Assessment
-
Strengths
- Independent director with audit “financial expert” status; chairs newly established Quality, Product Supply, and Technology Committee—signals active oversight of product quality, regulatory compliance, technology, and supply chain risks .
- 100% attendance in 2024 across Board and committee meetings, supporting strong engagement .
- Clear ownership alignment via RSUs and option holdings; compliance with stock ownership guidelines; anti-hedging/pledging framework in place .
-
Potential RED FLAGS
- Long tenure (director since 2008) may raise independence perception concerns for some investors, though Board affirms independence under NYSE rules .
- Multiple external directorships historically; while no related-party transactions are disclosed involving Mead, continued monitoring for information flow or competitive overlaps is prudent .
-
Context signals
- Board added a fourth standing committee (Quality, Product Supply, and Technology) in February 2025, placing Mead as Chair—enhances Board oversight in areas materially relevant to Inspire’s growth and risk profile .
- Governance practices include regular executive sessions, lead independent director role, stockholder engagement, and strong say-on-pay support (97% in 2024), supporting overall investor confidence framework .