Gary L. Ellis
Lead Independent Director at INSP
Board
About Gary L. Ellis
Gary L. Ellis, age 68, is Inspire Medical Systems’ Lead Independent Director (since 2024) and an Independent Director since 2019. He chairs the Nominating & Corporate Governance Committee and serves on the Organization & Compensation Committee, bringing deep finance and global operations experience from Medtronic (former CFO for >10 years; EVP Global Operations/IT/Facilities) and prior audit leadership at PwC; he holds a B.S. in Accounting from the University of South Dakota and is a CPA (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic, Inc. | EVP & CFO; SVP & CFO; VP, Corporate Controller & Treasurer | EVP & CFO: 2014–2016; SVP & CFO: 2005–2014; Controller/Treasurer: 1999–2005 | Led capital markets, financial reporting, and treasury; key governance and financial oversight credentials |
| Medtronic plc | EVP, Global Operations, IT, Facilities & Real Estate | Jun 2016–Dec 2016 | Global operations perspective, supply chain and facilities oversight |
| PwC | Senior Audit Manager (prior to Medtronic) | Not disclosed | Audit discipline supporting “financial/capital markets” expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Toro Company | Director | Since 2006 | Ongoing public board service |
| Hill-Rom Holdings, Inc. | Director | 2017–2021 | Prior public board role |
| Itamar Medical Ltd. | Director | 2007–2017 | Prior public board role |
Board Governance
- Independence: Board determined Ellis is independent under NYSE rules; 8 of 9 directors are independent; only the CEO is not independent .
- Lead Independent Director: Ellis serves as Lead Director since 2024 with responsibilities including presiding over executive sessions, agenda setting, liaison between Chair/CEO and independents, and leading board self-evaluations with committee chair .
- Committee assignments and chairs:
- Nominating & Corporate Governance: Chair .
- Organization & Compensation: Member; the committee is fully independent and oversees pay, stock ownership guidelines, succession, clawbacks, and uses Aon as independent consultant .
- Quality, Product Supply & Technology: Committee formed Feb 6, 2025; current composition includes McCormick (Chair of Audit), Curet, Ellis, and Mead (Chair), overseeing product quality/safety/supply, compliance/ethics, R&D/innovation/tech strategy, and IP .
- Attendance: In 2024, the Board met 5x; Audit 6x; Organization & Compensation 5x; Nominating & Corporate Governance 4x; each incumbent director attended all meetings of the Board and their committees .
- Governance structure context: Classified board, plurality voting with resignation policy for <majority votes, and supermajority requirements for certain charter/bylaw changes; Board engaged stockholders and disclosed rationale and responsiveness .
Fixed Compensation
| Component | Policy Details | Ellis – FY2024 Actual |
|---|---|---|
| Annual cash retainer | $50,000 | Included in fees earned |
| Lead Independent Director retainer | $32,000 (added May 2024) | Included in fees earned |
| Committee retainers | Audit Chair $20,000; Audit member $10,000; Org & Comp Chair $15,000; Org & Comp member $7,500; N&G Chair $15,000; N&G member $7,500; QPS&T (added Feb 2025): Chair $15,000; member $7,500 | N&G Chair + Org & Comp member reflected in fees |
| FY2024 fees earned (cash or stock in lieu) | Directors may elect shares in lieu of cash | $86,187; elected to receive 476 shares in lieu of cash |
| RSU – annual | $180,000 grant-date fair value; 1-year vest; full acceleration on Change in Control | $180,000 |
| RSU – initial (upon joining) | $270,000; vests over 3 years | N/A (initial grant timing prior years) |
| Options for directors | No options granted in 2024 (historical options outstanding) | Options outstanding: 11,180 |
Performance Compensation
| Director Performance Metrics | FY2024 Treatment |
|---|---|
| Performance-linked metrics (e.g., revenue, EBITDA, TSR) tied to director pay | None disclosed; director equity (RSUs) is time-based, not performance-based |
Note: Company performance metrics and PSUs apply to executives (NEOs), not directors. 2024 say‑on‑pay support was ~97% FOR, indicating investor confidence in executive pay design .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts Disclosed |
|---|---|---|
| The Toro Company | Director | None disclosed with INSP customers/suppliers |
| Hill-Rom Holdings, Inc. | Director (prior) | None disclosed |
| Itamar Medical Ltd. | Director (prior) | None disclosed |
Expertise & Qualifications
- Financial/Capital Markets expertise (CFO at Medtronic; prior PwC audit leadership) .
- Industry & Technology expertise (nearly two decades at Medtronic; medical device sector) .
- International/Global operations perspective (EVP Global Operations at Medtronic) .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (incl. options exercisable within 60 days) | 15,606 shares (<1% of 29,759,651 outstanding) | |
| Options exercisable or exercisable within 60 days | 11,180 shares | |
| Unvested RSUs (director) | 716 units as of Dec 31, 2024 | |
| Ownership guideline | 3x annual cash retainer for directors; 5-year compliance window; as of Dec 31, 2024, all non-employee directors met guidelines (exceptions noted for certain executives only) | |
| Anti-hedging/anti-pledging policy | Prohibits hedging/shorts/options; pledging or margin only with pre-approval (Audit Committee for officers/directors) | |
| Pledging (Ellis) | No pledging disclosed in Ellis’ ownership footnote; CEO disclosed pledged shares (policy allows pre‑approved exceptions) |
Insider Trades (Form 4 – alignment and engagement)
| Date | Transaction | Quantity | Price | Note |
|---|---|---|---|---|
| 2025-10-14 | Shares acquired (in lieu of cash fees) | 372 | $78.84 | Election under director comp policy; post-transaction direct holdings 6,454 common shares |
| 2025-07-16 | Form 4 filed (director transactions) | Not summarized in proxy | Not disclosed | Routine director equity/fee conversions; see SEC index |
| 2025-01-17 | Form 4 filed (director transactions) | Not summarized in proxy | Not disclosed | Routine director equity/fee conversions; see SEC index |
Governance Assessment
- Strengths supporting investor confidence:
- Lead Independent Director role central to board independence and accountability; Ellis presides over executive sessions and co-leads evaluations, enhancing oversight of a combined Chair/CEO structure .
- Committee leadership (N&G Chair) and membership (Org & Comp; QPS&T) place Ellis at the core of director nominations, governance policies, human capital/compensation oversight, and product quality/compliance/technology risk—key for medtech governance effectiveness .
- Independence affirmed; perfect attendance in 2024; robust stock ownership guidelines met by non-employee directors; anti-hedging/pledging policy in place .
- Director compensation mix balanced and market‑aligned; Ellis elected stock in lieu of cash (alignment signal) .
- Watch items and potential red flags:
- Company governance features include classified board, plurality voting standard, and supermajority provisions—common in younger public medtechs but can dampen shareholder influence; Board documented rationale and stockholder outreach responsiveness .
- Related-party transaction policy is robust; disclosed CEO suite cost‑sharing arrangement, not involving Ellis; continued Audit Committee oversight recommended .
- No Ellis‑specific hedging/pledging, legal proceedings, or related-party exposures disclosed; Section 16 reporting timely in 2024 (minor historical exceptions referenced in 2024 proxy, none noted in 2025) .
Overall: Ellis’ finance pedigree and governance roles (Lead Independent Director; N&G Chair; Org & Comp; QPS&T) enhance board effectiveness and risk oversight for INSP’s scaled growth, manufacturing quality, and regulatory posture, with strong attendance and independence supporting investor confidence .