Georgia Garinois-Melenikiotou
Director at INSP
Board
About Georgia Garinois-Melenikiotou
Independent director at Inspire Medical Systems since 2020; age 65. Background spans senior global marketing and leadership roles at The Estée Lauder Companies (EVP Corporate Marketing, 2015–2020) and 27 years at Johnson & Johnson across multiple P&L and strategy positions. Education includes B.S. and M.S. in Engineering (National Technical University of Athens) and an MBA from MIT Sloan. Core credentials: international/global leadership, consumer marketing, and financial/capital markets expertise; designated by the Board as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Estée Lauder Companies | EVP, Corporate Marketing | 2015–2020 | Led global corporate marketing; consumer brand and growth expertise. |
| Johnson & Johnson | Multiple senior leadership roles incl. President J&J Consumer France; Global President, Beauty; President, Global BU Strategy & New Growth | 1983–2010 | Global P&L leadership; strategy and growth initiatives. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulmonx Corporation | Director | Since 2020 | Medical device board experience; interlock with INSP director Dana Mead (Pulmonx Chair). |
| Douglas Group | Director | Since 2024 | Consumer/brand perspective; international exposure. |
| Natura & Co | Director | 2021–2024 | Consumer/ESG perspective; global markets. |
| Almirall, S.A. | Director | 2015–2022 | Pharma board experience; EU governance exposure. |
Board Governance
- Committees: Audit; Nominating & Corporate Governance (as of Feb 2025). Not a chair.
- Independence: Board determined she is independent under NYSE rules; also meets audit committee independence standards.
- Financial expertise: Board designated her an “audit committee financial expert.”
- Attendance: In 2024, Board met 5x; Audit 6x; Nominating 4x; all incumbent directors (including Georgia) attended all meetings of the Board and of committees on which they served.
- Lead Independent Director: Gary L. Ellis (not Georgia); combined Chair & CEO structure with lead director oversight.
- New standing committee: Quality, Product Supply, and Technology Committee established Feb 6, 2025; she is not a member.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | 50,000 | Standard non-employee director cash retainer (FY2024 policy). |
| Audit Committee Member Fee | 10,000 | Non-chair member annual cash retainer (FY2024). |
| Nominating & Corporate Governance Member Fee | — | Joined in Feb 2025; not applicable to FY2024. |
| Total Cash Fees (FY2024) | 60,000 | As reported in Director Compensation Table. |
| Equity Grant (Annual RSUs, FY2024) | 180,000 | Grant date fair value; vests on first anniversary. |
| Shares received in lieu of cash | 247 shares | Elected to take portion of cash fees in stock. |
Policy reference (context for 2025): Chair fee $50,000; Lead Director fee $32,000 (added May 2024); QPST committee fees introduced Feb 2025 ($15,000 chair; $7,500 member).
Performance Compensation
- Non-employee directors receive time-based RSUs; no PSU or performance metrics are used for director equity grants, and no options were granted to directors in 2024.
- Therefore, no performance-linked metrics apply to Georgia’s director compensation in FY2024.
Other Directorships & Interlocks
- Interlock: Georgia sits on Pulmonx’s board; INSP director Dana G. Mead Jr. is Pulmonx Chairman—an information-flow linkage across medical device boards.
- No related-party transactions disclosed involving Georgia at INSP. Related-party disclosure in 2024 addressed a CEO-controlled suite cost-sharing arrangement; not connected to Georgia.
Expertise & Qualifications
- International/global operations; consumer marketing/brand management; financial/capital markets.
- Engineering background with MIT Sloan MBA; complements INSP’s medtech commercialization and consumer awareness needs.
- Audit committee financial expert designation strengthens oversight of reporting, controls, and risk management.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 7,267 shares; less than 1% of outstanding. |
| Options Outstanding | 4,974 shares underlying options outstanding (currently exercisable or within 60 days). |
| Unvested RSUs | 716 unvested RSUs at 12/31/2024. |
| Stock Ownership Guidelines | Directors must hold ≥3x annual cash retainer; as of 12/31/2024 all non-employee directors met guidelines. |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited unless pre-approved. No pledge disclosed for Georgia. |
Governance Assessment
- Strengths: Independent status; audit financial expert; perfect attendance; equity-heavy pay (RSUs $180k vs cash $60k) aligning incentives; compliance with stock ownership guidelines.
- Committee impact: Audit plus addition to Nominating & Corporate Governance enhances oversight breadth; expertise fits consumer-facing growth and global expansion priorities.
- RED FLAGS / Watch items:
- Classified board, plurality voting, and supermajority requirements can entrench directors and limit investor influence—structural governance risk to monitor.
- Board interlock via Pulmonx (with INSP director Mead) merits monitoring for potential perception of information-sharing or conflicts, though no related-party transactions disclosed.
- Anti-pledging policy is robust; only CEO disclosed pledging (approved); no pledge by Georgia disclosed. –
- Shareholder sentiment: 2024 say-on-pay support ~97% indicates strong investor confidence in compensation governance; board reported responsiveness to investor feedback on governance structure. –
Board and Committee Meeting Cadence (FY2024): Board (5), Audit (6), Nominating (4); all incumbent directors fully attended.