Melissa J. Mann
Chief People Officer at INSP
Executive
About Melissa J. Mann
Melissa J. Mann is Chief People Officer (CPO) of Inspire Medical Systems (INSP), appointed in July 2024; she is 49 and leads the company’s human capital strategy after eight years at UnitedHealth Group’s Optum Health as SVP Human Capital and prior HR leadership roles at Target (2002–2015), HealthNexis, and William M. Mercer; she holds both a B.A. and M.B.A. in Human Resources Management from the University of St. Thomas (St. Paul, MN) . During Mann’s first partial year on the team, Inspire delivered 2024 revenue of $802.8 million (+28% YoY), its first full year of profitability (net income $53.5 million; diluted EPS $1.75), improved gross margin, and operating income turned positive ($36.1 million vs. a $40.3 million loss in 2023) . Company TSR for 2024 was -8.9%, with cumulative TSR since the May 2018 IPO of 642.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UnitedHealth Group (Optum Health) | Senior Vice President, Human Capital | Eight years (not individually dated) | Led human capital for a large-scale healthcare business, experience directly relevant to INSP’s rapid scaling needs . |
| Target Corporation | Human Resources leadership positions | 2002–2015 | Deep HR operating experience in a complex, multi-business enterprise . |
| HealthNexis (healthcare supply chain tech startup) | Human Resources | Not disclosed | Early-stage HR experience in healthcare technology . |
| William M. Mercer, Inc. | Benefits Analyst | Not disclosed | Foundational HR/benefits analytics background . |
External Roles
No external public company directorships or committee roles for Ms. Mann are disclosed in the company’s 2025 proxy or related filings reviewed .
Fixed Compensation
- Executive pay structure: Base salary plus annual performance-based cash incentive (Management Incentive Program, “MIP”), and long-term equity (options, RSUs, PSUs). Individual base salary and bonus targets for Ms. Mann are not disclosed (she was not a named executive officer in 2024) .
- Ownership guideline: Executives (other than CEO) must hold company stock equal to 1x base salary within five years of the later of July 27, 2023 or appointment; as of 12/31/2024, Ms. Mann had not yet attained the minimum given her July 2024 appointment (still within the compliance window) .
- Benefits/perquisites: Executives participate in standard employee plans; company matches 50% of the first 6% of 401(k) contributions (max 3% of eligible earnings) and does not provide significant perquisites .
- Anti-hedging/pledging: Hedging (e.g., collars, shorts, options) is prohibited; pledging or purchasing on margin is prohibited unless pre-approved (Audit Committee for officers/directors). Only the CEO is disclosed with an approved pledge (39,390 shares), not Ms. Mann .
Performance Compensation
Annual cash incentive (MIP) – 2024 design and results (company-wide program that covers executive officers; Ms. Mann’s individual target/payout not disclosed):
| Metric | Weight | Threshold | Target | Above-Target | Actual | Weighted Achievement |
|---|---|---|---|---|---|---|
| Global Revenue ($mm) | 50% | $770.0 | $820.0 | $861.0 | $802.8 | 45.7% |
| Adjusted Operating Income ($mm) | 15% | $125.0 | $143.4 | $157.9 | $152.1 | 18.2% |
| Global Insurance Reimbursement Approvals (#) | 10% | 19,000 | 24,000 | 29,000 | 23,017 | 9.5% |
| Quality/Regulatory/Product Dev. (objectives met) | 15% | 2 of 4 | 3 of 4 | 4 of 4 | 3 of 4 | 15.0% |
| Operations (days inventory on hand) | 10% | 45 | 90 | 135 | 90 | 10.0% |
| Overall MIP Achievement | — | — | — | — | — | 98.4% |
Long-term incentives – equity vehicles, allocation, and vesting (2024 program):
| Equity Vehicle | 2024 Allocation | Vesting | Performance Link and Rationale |
|---|---|---|---|
| PSUs | 50% | 3-year cliff | Cumulative revenue (75%) + operating income (25%) for 2024–2026; aligns to growth and profitable execution; 0–200% payout range . |
| Stock Options | 25% | 25% after 1 year; remaining vests monthly over 36 months | Pure stock-price appreciation; long-term alignment and retention . |
| RSUs | 25% | 1/3 vest annually over 3 years | Ownership/retention through share delivery; long-term alignment . |
Additional vesting/acceleration terms:
- December 2024 update: Upon death/disability, unvested options/RSUs accelerate; PSUs vest pro rata at target if ≥12 months into performance period. On qualifying retirement (≥10 years’ service and age 60), options accelerate; RSUs continue to vest; PSUs vest pro rata based on actual performance if ≥12 months employed in the performance period .
- Change-in-control: Double-trigger design; if awards are assumed and the holder is terminated without cause/for good reason within 12 months, target PSUs vest; if not assumed, PSUs vest at greater of target or actual at the time of the transaction .
- PSU precedent: 2022–2024 PSU cycle (for NEOs) paid out at 200% on cumulative revenue performance, vesting in February 2025; note Ms. Mann did not receive 2022 grants (joined July 2024) .
Equity Ownership & Alignment
| Topic | Details |
|---|---|
| Stock Ownership Guidelines | Executives (other than CEO) must hold ≥1x base salary in stock within five years of later of appointment or July 27, 2023; counts include outright shares, company plans, and net-of-tax unvested RSUs . |
| Compliance Status (as of 12/31/2024) | Not yet attained for Ms. Mann (joined July 2024); within compliance window to meet guidelines . |
| Anti-Hedging/Pledging | Hedging and short sales prohibited; pledging/margin purchases prohibited unless pre-approved (Audit Committee for officers/directors) . |
| Pledging Disclosure | Only the CEO is disclosed with 39,390 shares pledged (approved); no pledging disclosed for Ms. Mann . |
| Individual Beneficial Ownership | The proxy discloses named executive officers and directors individually; Ms. Mann (not an NEO in 2024) is not individually itemized; “all executive officers and directors as a group” own 2.3% . |
Employment Terms
- Appointment/tenure: Chief People Officer since July 2024 (executive officer status; not an NEO in 2024) .
- Contract disclosure: The proxy summarizes employment agreements for the CEO and 2024 NEOs (CFO, CCO, GC, CSO). Ms. Mann’s specific employment agreement terms are not disclosed .
- Reference terms (for context on INSP executive arrangements):
- Severance (NEOs): If terminated without cause (no CIC), cash equal to 9 months’ base salary (6 months for CSO), plus pro rata target bonus, and subsidized COBRA; if within 12 months post-CIC, 12 months’ base salary (9 months for CSO) plus target bonus, COBRA, and full acceleration of equity granted on/after agreement effective date (double trigger) .
- CEO severance: 12 months’ base plus pro rata target bonus (no CIC); 18 months’ base plus target bonus with COBRA and full equity acceleration if within 12 months post-CIC (double trigger) .
- Non-compete/non-solicit: NEO agreements include non-compete and non-solicitation covenants through one year following termination .
- Clawback: Company has a policy compliant with SEC/NYSE requiring recovery of certain incentive-based compensation upon an accounting restatement .
Compensation Structure Analysis (program-level context)
- Strong pay-for-performance orientation: 84% (average NEOs) and 91% (CEO) of target total direct compensation at-risk in 2024; continued use of PSUs in equity mix since 2022; RSUs added in 2024 to align with peers and support retention .
- Annual incentive rigor: 2024 targets embedded substantial increases vs. 2023 (e.g., revenue target +31%; adjusted operating income target +~230%) and hit 98.4% overall, driving payouts consistent with performance .
- Double-trigger change-in-control design and minimal perquisites; no excise tax gross-ups; anti-hedging policy in place—governance-friendly design .
Say-on-Pay, Peer Group, and Governance Signals
- Say-on-Pay support: 97% approval at the 2024 annual meeting (reflecting support for the program’s design) .
- Compensation consultant: Aon (independent), advising on policy, peer group, benchmarks, and practices .
- Compensation peer group and market positioning: Peer group grounded in medtech/health equipment comparables; target market reference set at the 50th percentile, adjusted for role/performance; equity mix evolved to include PSUs and RSUs for competitiveness .
Investment Implications
- Alignment and retention: As a new CPO with large-scale healthcare HR experience (Optum Health) and deep enterprise HR background (Target), Mann’s mandate aligns with Inspire’s rapid scaling—critical as the company expands therapy adoption, manufacturing, and international footprint; ownership guidelines and anti-hedging/pledging policy support alignment, while standard executive change-in-control protections and plan-level acceleration terms balance retention with shareholder safeguards .
- Incentive levers tied to value drivers: Company incentives emphasize top-line growth and operating leverage (revenue, adjusted operating income, reimbursement approvals, quality/regulatory milestones), with long-term PSUs linked to multi-year revenue and operating income—these levers directly impact margins, cash flow, and TSR and will influence HR priorities (talent acquisition, productivity, sales enablement, and quality culture) under Mann’s purview .
- Information gaps and monitoring: Ms. Mann’s individual compensation, grants, and beneficial ownership were not itemized in 2024 disclosures; monitor future proxies and any Form 4 filings for grant sizes, vesting schedules, and potential selling pressure (particularly around RSU cliffs and annual grant cycles typically in Q1) .
Key performance markers during Mann’s early tenure: 2024 revenue +28% to $802.8m, first full-year profitability with $53.5m net income, operating income positive ($36.1m), while 2024 TSR was -8.9% and cumulative TSR since IPO is 642.1%—a mixed near-term stock performance against strong operational execution that HR strategy can further leverage through scalable talent systems and culture .