Randall A. Ban
Executive Vice President, Patient Access and Therapy Development at INSP
Executive
About Randall A. Ban
Randall A. Ban is Executive Vice President, Patient Access and Therapy Development at Inspire Medical Systems (since January 2025), after serving as Chief Commercial Officer from July 2019 to November 2024; he joined Inspire in 2009 and previously held leadership roles at Boston Scientific (Cardiac Rhythm Management), Guidant (1994–2008), and Eli Lilly (beginning in 1990). He holds a B.S. in marketing and an M.B.A., both from Indiana University, and is 60 years old as of March 18, 2025 . Under Ban’s commercial leadership, Inspire delivered 2024 revenue of $802.8 million (+28% YoY), achieved its first full year of profitability (diluted EPS $1.75; net income $53.5 million), and improved gross margin and operating income, underscoring pay-for-performance alignment in 2024 incentive design . He intends to retire on January 30, 2026, and was recognized as an early commercial leader advancing patient access and building a mission-driven organization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inspire Medical Systems | EVP, Patient Access & Therapy Development | Jan 2025 – present | Leads Patient Access and Therapy Development and OUS sales; role created in 2025 organizational redesign . |
| Inspire Medical Systems | Chief Commercial Officer | Jul 2019 – Nov 2024 | Early commercial leader; advanced access to therapy; built mission-driven commercial org . |
| Inspire Medical Systems | SVP, Global Sales & Marketing | Dec 2018 – Jul 2019 | Scaled global go-to-market . |
| Inspire Medical Systems | SVP, Sales & Marketing | 2009 – Dec 2018 | Established commercial foundation during early scaling phase . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boston Scientific (CRM) | VP, Global Marketing | pre-2009 (post-2006 Guidant acquisition) | Led CRM global marketing . |
| Guidant Corporation | Sales & Marketing leadership | 1994 – 2008 | Multiple commercial leadership roles (Guidant acquired by Boston Scientific in 2006) . |
| Eli Lilly and Company | Early career roles | from 1990 | Commercial foundation in pharma . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 352,825 | 370,466 | 474,197 |
| Target Bonus % | Commission plan (not MIP) | Commission plan (not MIP) | 60% of base salary |
| Actual Annual Incentive ($) | 406,400 (commission) | 253,980 (commission) | 279,966 (MIP payout at 98.4%) |
| Other ($) | 9,150 (401k match) | 9,900 (401k match) | 10,350 (401k match) |
Notes:
- Ban transitioned from a commission-based plan (2022–2023) to the Management Incentive Program (MIP) in 2024; the Organization & Compensation Committee realigned his total cash compensation accordingly .
Performance Compensation
2024 Annual MIP (Cash) – Metrics, Weights, Targets, Achievement
| Performance 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 Development | 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 Achievement | 98.4% |
- Adjusted operating income excluded stock-based compensation; reported operating income was $36.1 million; adjustment excluded $116.0 million of stock-based compensation .
2024 Long-Term Incentives (LTI) – Mix, Grants, Vesting
LTI vehicle mix for NEOs (including Ban): PSUs 50%, Stock Options 25%, RSUs 25% .
PSUs (Performance Stock Units)
- 3-year performance period (2024–2026); vesting cliff at end of period; payout 0–200% based on performance .
- Metrics and weights: Cumulative revenue 75%; Operating income 25% .
- 2024 grant (2/9/2024) target 5,388 PSUs; threshold 2,694; max 10,776; grant date fair value $1,049,960 .
RSUs (Restricted Stock Units)
- Vesting: one-third annually on each of the first, second, and third anniversaries of grant .
- 2024 grant (2/9/2024): 2,694 RSUs; grant date fair value $524,980 .
Stock Options
- Vesting: 25% at first anniversary, then 36 equal monthly installments (fully vested at 4 years) .
- 2024 grant (2/9/2024): 4,376 options @ $194.87, expiration 2/9/2034; grant date fair value $512,342 .
Option Exercises and Stock Vested – 2024
| Name | Options Exercised (#) | Value Realized ($) | RSUs Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| Randall A. Ban | 36,290 | 5,792,633 | — | — |
Equity Ownership & Alignment
Beneficial Ownership (as of March 4, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Randall A. Ban | 46,603 | <1% | Includes 46,216 shares underlying options exercisable within 60 days; excludes 166 shares (daughter) and 167 shares (son) disclaimed . |
- Stock ownership guidelines: executives (other than CEO) must hold stock equal to 1x base salary within 5 years; as of Dec 31, 2024, Ban had not yet met the guideline (newly covered executives have up to 5 years) .
- Pledging: Proxy footnotes disclose a pledge by the CEO; no pledging is disclosed for Ban .
Outstanding Equity Awards (12/31/2024)
| Award Type | Grant Date | Status | Qty (#) | Exercise Price | Expiration | Notes/Value |
|---|---|---|---|---|---|---|
| Stock Options | 07/31/2019 | Exercisable | 25,000 | $67.63 | 07/31/2029 | Standard vesting . |
| Stock Options | 12/16/2019 | Exercisable | 20,000 | $71.00 | 12/16/2029 | Standard vesting . |
| Stock Options | 12/14/2020 | Unexercisable | 17,300 | $194.82 | 12/14/2030 | Standard vesting . |
| Stock Options | 02/11/2022 | Unexercisable | 5,924 | $227.53 | 02/11/2032 | Standard vesting . |
| Stock Options | 02/10/2023 | Unexercisable | 5,450 | $263.16 | 02/10/2033 | Standard vesting . |
| Stock Options | 02/09/2024 | Unexercisable | 4,376 | $194.87 | 02/09/2034 | Standard vesting . |
| RSUs | 02/09/2024 | Unvested | 2,694 | — | — | Market value $499,414 . |
| PSUs (target) | 02/09/2024 | Unearned | 2,694 | — | — | Market/payout value $499,414 (target basis) . |
Trading Arrangements and Potential Selling Pressure
- Rule 10b5-1 plan: Ban adopted a 10b5-1 trading plan on November 13, 2024 covering up to 25,000 shares, expiring August 15, 2025 .
- Retirement eligibility and plan changes: In Dec 2024, equity treatment was updated for death, disability, and retirement; upon qualifying retirement (age ≥60 and ≥10 years service), unvested options accelerate, RSUs continue to vest, and PSUs vest pro rata based on actual performance (subject to ≥12 months service in the period). As of Dec 31, 2024, only Herbert and Ban were eligible for qualifying retirement. This contributed to a one-time accelerated stock-comp expense in Q2’25 for retirement-eligible employees .
Employment Terms
- Employment status: At-will; agreements include non-compete and non-solicit covenants for one year post-termination; Code Section 280G “cutback” applies (no excise tax gross-ups) .
- Change-in-control and equity acceleration:
- PSU award agreements: if PSUs are assumed and the executive is terminated without cause or for good reason within 12 months post-CIC, target PSUs vest; if not assumed, PSUs vest at greater of actual or target at CIC .
- Stock options fully accelerate if terminated without cause within one year after CIC (per standard option vesting terms) .
Potential Payments (assuming termination as of 12/31/2024)
| Scenario | Cash ($) | Equity Acceleration ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Death | — | 3,202,069 | — | 3,202,069 |
| Disability | — | 3,202,069 | — | 3,202,069 |
| Retirement (qualifying) | 279,966 | 2,349,173 | — | 2,629,139 |
| Termination w/o Cause or for Good Reason (no CIC) | 640,166 | — | 24,517 | 664,683 |
| Change in Control (no termination) | — | 2,702,655 | — | 2,702,655 |
| Termination w/o Cause or for Good Reason in connection with CIC | 758,715 | 3,202,069 | 32,689 | 3,993,473 |
Clawback
- The company maintains a Recovery of Erroneously Awarded Compensation (clawback) policy compliant with SEC and NYSE rules, applicable to incentive-based compensation upon accounting restatement .
Performance & Track Record
- 2024 operating performance: Revenue $802.8 million (+28% YoY); first full-year profitability; gross margin 84.7% (+20 bps YoY); operating income $36.1 million (vs. loss in 2023); net income $53.5 million .
- Pay-for-performance: 2024 MIP tied to revenue, profitability (adjusted operating income), reimbursement approvals, and operational/quality milestones; overall achievement 98.4% .
- Recognition: CEO highlighted Ban as an influential leader and initial commercial leader who advanced access and built a mission-driven organization; retirement planned for January 30, 2026 .
Compensation Structure Analysis
- Mix and risk: Significant at-risk pay via MIP and LTI; PSUs comprise 50% of LTI with multi-year revenue and operating income metrics, aligning incentives with growth and profitability .
- 2024 shift: Ban moved from a commission plan to the MIP with a 60% target opportunity, reducing upside variability and aligning with broader executive incentive structure .
- Metric rigor: 2024 MIP revenue target implied ~31% YoY growth; adjusted operating income target implied ~230% increase over 2023; thresholds set to require strong performance .
- No evidence of option repricing or tax gross-ups; 280G cutback applies instead of gross-ups .
Risk Indicators & Red Flags
- Trading plan: 10b5-1 plan adopted Nov 13, 2024 (25,000 shares through Aug 15, 2025), indicating pre-planned potential sales into 2025 .
- Retirement-driven acceleration: Eligibility for retirement triggers favorable equity treatment; company recorded accelerated stock-based comp in Q2’25 related to retirement-eligible employees following plan changes .
- Pledging: No pledging disclosed for Ban; CEO disclosed pledged shares in 2025 proxy .
- Clawback policy in place per SEC/NYSE requirements .
- No related-party transactions disclosed for Ban in the proxy sections reviewed (stock ownership and executive compensation) .
Equity Ownership & Trading Details (Supplemental)
| Item | Detail |
|---|---|
| Beneficial Ownership | 46,603 shares (<1%); includes 46,216 options currently exercisable within 60 days; excludes small family holdings . |
| 2024 Option Exercises | 36,290 shares exercised; value realized $5,792,633 . |
| 10b5-1 Plan | Adopted 11/13/2024; up to 25,000 shares; expires 8/15/2025 . |
| Ownership Guideline | 1x base salary within 5 years; not yet attained as of 12/31/2024 . |
Investment Implications
- Alignment: Strong linkage to growth and profitability via PSUs (cumulative revenue 75%, operating income 25%) and rigorous MIP targets supports pay-for-performance alignment and long-term value creation .
- Near-term supply risk: The 10b5-1 plan (through Aug 2025) and retirement-eligibility equity treatment may create periodic selling pressure as options are exercised/settle, though sales (and amounts) depend on execution of the plan and tax withholdings .
- Retention/transition risk: Ban’s planned January 2026 retirement elevates transition risk in patient access and therapy development; however, 2025 organizational changes redistributed U.S. sales/marketing leadership to the Chief Strategy & Growth Officer, partially mitigating continuity risk .
- Ownership: While Ban’s beneficial ownership is <1% and guideline not yet met as of 12/31/2024, he holds substantial vested and unvested equity; lack of pledging is a positive governance signal .