John C. Rondoni
Chief Product & Innovation Officer at INSP
Executive
About John C. Rondoni
John C. Rondoni is Inspire Medical Systems’ Chief Technology Officer (CTO), age 45, serving in this role since May 2022. He holds a B.S. and M.Eng. from MIT, has 20+ years in implantable medical devices and digital health, and is listed as an inventor on 90+ U.S. patents. At Inspire since 2008, he led major product, clinical, and technology initiatives; previously at Medtronic he led systems engineering for the InterStim II platform . During his CTO tenure, Inspire’s revenue grew from $407.9M (FY22) to $802.8M (FY24), with EBITDA turning positive in 2024; company TSR was -19.2% in 2023 and -8.9% in 2024, while achieving FDA approval of Inspire V and its first full year of profitability in 2024 . Revenue/EBITDA details are in the Performance section.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inspire Medical Systems | Senior VP, R&D; VP Product Development & Information Security; VP Product Development, Operations & Quality | 2008–2022 | Built and scaled R&D, product development, security, operations capabilities supporting Inspire system adoption and innovation |
| Inspire Medical Systems | Chief Technology Officer | 2022–present | Led next-gen neurostimulation and connected ecosystem (SleepSync), contributing to FDA approval of Inspire V and operational quality initiatives |
| Medtronic, Inc. | Technical, project, and therapy leadership; led systems engineering for InterStim II | pre‑2008 | Delivered commercial launch of InterStim II; deep neuromodulation systems engineering expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medtronic, Inc. | Systems engineering leader (InterStim II) | pre‑2008 | Brought a major neuromodulation therapy platform to market; foundational experience in regulated implantable devices |
Fixed Compensation
- Not disclosed in the proxy for Mr. Rondoni (he was not a named executive officer in FY2023 or FY2024), so base salary, target bonus %, and actual bonus are not itemized in the Summary Compensation Table .
Performance Compensation
- Management Incentive Program (MIP) applies broadly (NEO detail below as proxy benchmark). While Mr. Rondoni’s individual targets are not disclosed, the MIP’s structure and company achievement demonstrate pay-for-performance alignment.
2024 MIP Metrics and Outcomes (Company)
| Metric | Weight | Threshold | Target | Above-Target | Actual | Weighted Achievement |
|---|---|---|---|---|---|---|
| Global Revenue (USD mm) | 50% | $770.0 | $820.0 | $861.0 | $802.8 | 45.7% |
| Adjusted Operating Income (USD mm) | 15% | $125.0 | $143.4 | $157.9 | $152.1 (GAAP op income $36.1 + add-back $116.0 SBC) | 18.2% |
| Global Insurance Reimbursement Approvals (#) | 10% | 19,000 | 24,000 | 29,000 | 23,017 | 9.5% |
| Quality, Regulatory & Product Development (objectives) | 15% | 2 of 4 | 3 of 4 | 4 of 4 | 3 of 4 | 15.0% |
| Operations (Days inventory on-hand, components) | 10% | 45 days | 90 days | 135 days | 90 days | 10.0% |
| Overall Achievement | 98.4% |
- LTI design: In 2024 the executive LTI mix shifted to include PSUs (50%), stock options (25%), and RSUs (25%) to strengthen long-term alignment. PSU metrics are 2024–2026 cumulative revenue (75%) and operating income (25%) .
- PSU performance (context): 2022–2024 PSU cycle paid at 200% on cumulative revenue; vesting occurred in Feb 2025 (for NEOs) .
LTI Equity Mix (2024 Executive Program)
| Equity Vehicle | Allocation | Vesting | Performance Metrics | Rationale |
|---|---|---|---|---|
| PSUs | 50% | 3-year cliff | 2024–2026 Cumulative Revenue 75% / Operating Income 25% | Long-term growth and profitable scaling alignment |
| Stock Options | 25% | 4 years (25% after year 1, then monthly) | Share price appreciation | Ownership, long-term focus |
| RSUs | 25% | 3 years (1/3 each year) | Share price appreciation | Retention and alignment |
Equity Ownership & Alignment
- Stock ownership guidelines: 3x base salary for CEO; 1x base salary for other executive officers; compliance required within 5 years; as of Dec 31, 2024, all executive officers attained minimum ownership except Ban, Weatherby, Mann, and Kelly (Rondoni not listed among exceptions) .
- Anti-hedging and anti-pledging: Hedging and short sales prohibited; pledging/margin purchasing prohibited unless pre-approved (Audit Committee for officers/directors). One officer (CEO Herbert) had approved pledging of shares (policy in effect) .
- Individual beneficial ownership for Mr. Rondoni is not itemized in the stock ownership table; only directors and NEOs are listed explicitly .
Employment Terms
- At-will employment; executive agreements (disclosed for NEOs) include: non-compete and non-solicit covenants for one year post-termination; Section 280G excise tax cutback provisions .
- Severance (NEO benchmark): If terminated without Cause—base salary for 9 months (6 months for Weatherby), pro‑rata target bonus, and subsidized COBRA for the same period; Change-in-control double‑trigger—12 months (9 months for Weatherby) of base salary, target bonus, COBRA for 12/9 months, and full acceleration of outstanding equity awards granted on/after the agreement effective date .
- Incentive plan provisions (death/disability/retirement/CIC) define acceleration mechanics for options, RSUs, and PSUs; PSU CIC treatment is greater of target or actual if not assumed, and target upon qualifying termination if assumed .
- Clawback: Recovery of Erroneously Awarded Compensation Policy compliant with SEC/NYSE rules; requires clawback of certain incentive compensation upon accounting restatement .
Company Performance During CTO Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue (USD) | $407,856,000 | $624,799,000 | $802,804,000 |
| EBITDA (USD) | -$45,734,000* | -$37,425,000* | $42,633,000* |
Values retrieved from S&P Global.*
Note: Revenue aligns with reported figures; EBITDA shown for operating performance context .
Total Shareholder Return (Company)
| Period | TSR |
|---|---|
| FY 2023 | -19.2% |
| FY 2024 | -8.9% |
Key operational achievements in 2024 supporting technology execution: FDA approval of Inspire V neurostimulation system; surpassing 90,000 patients treated; first full year of profitability (diluted EPS $1.75) .
Governance and Shareholder Feedback (Context)
- Pay-for-performance design with high variable pay and use of PSUs; say-on-pay approvals: 97% in 2024 and 89% in 2023 .
- Independent compensation consultant (Aon) supports peer benchmarking and program design; peer group calibrated to medtech scale and growth .
Risk Indicators & Red Flags (as disclosed)
- Hedging prohibited; pledging restricted to pre-approved cases (no pledging disclosed for Mr. Rondoni) ; related-party suite cost sharing with CEO (not involving Mr. Rondoni) was approved per policy .
- No legal proceedings, SEC investigations, or related-party transactions involving Mr. Rondoni disclosed in the proxy .
Data Gaps and Insider Activity
- Form 4 insider trading details (e.g., RSU/PSU vesting transactions, 10b5‑1 plans) for Mr. Rondoni are not included in the proxy. No relevant 8‑K 5.02 filings naming him during 2020–2025. We searched the proxies and 8‑Ks and did not find individual compensation or ownership itemization for Mr. Rondoni beyond executive officer bios .
- To assess selling pressure and vesting calendars precisely, Form 4 data would be required; this was not available in the documents searched.
Investment Implications
- Alignment: Company-wide incentive design emphasizes revenue growth, profitability, product quality, regulatory milestones, and operations, which directly relate to CTO accountabilities; 2024 MIP achievement at 98.4% and LTI PSU metrics tied to multi‑year revenue and operating income support long-term value creation .
- Retention: Double‑trigger equity acceleration and severance terms for executives (disclosed for NEOs) reduce flight risk but create event-driven acceleration exposure; death/disability/retirement and CIC acceleration policies may lead to supply overhang in such events .
- Execution track record: 2024 FDA Inspire V approval and first full year of profitability point to strong technology execution under CTO leadership; however, TSR was negative in 2023 and 2024, suggesting valuation and market sentiment risks despite operational progress .
- Ownership discipline: Anti-hedging and pledging restrictions with ownership guidelines (and no exceptions listed for Mr. Rondoni) indicate positive alignment; lack of public Form 4 detail prevents precise assessment of selling pressure for Mr. Rondoni .
Overall, technology execution and incentive structures are aligned with growth and profitability, supporting retention and long-term focus. Event-driven acceleration policies warrant monitoring for potential share supply overhang, while negative TSR in 2023–2024 highlights market sensitivity to valuation and execution cadence .