Shawn T McCormick
Director at INSP
Board
About Shawn T McCormick
Shawn T. McCormick (age 60) has served as an independent director of Inspire Medical Systems since 2017 and currently chairs the Audit Committee; he also sits on the Quality, Product Supply, and Technology Committee. He holds a B.S. in Accounting from Arizona State University, an M.B.A. from the University of Minnesota’s Carlson School of Management, and is a Certified Public Accountant (inactive) . The Board has affirmatively determined he is independent under NYSE rules, and he is designated an “audit committee financial expert” based on CFO experience and CPA credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aldevron, LLC | Chief Financial Officer | 2020–2022 | Led finance through acquisition integration under Danaher; deep manufacturing biotech exposure |
| Tornier N.V. | Chief Financial Officer | 2012–2015 | Public-company CFO through merger with Wright Medical; capital markets expertise |
| Medtronic plc | Corporate Development and Finance roles | 1992–2009 | Long-tenured MedTech finance and corporate development experience |
| Lutonix (referenced) | Chief Operating Officer | Not specified | Manufacturing/operations/supply chain expertise cited by INSP Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nevro Corp. | Director | Since 2014 | Public company board; neurostimulation focus |
| Entellus Medical, Inc. | Director | 2014–2018 | Public company board (ended) |
| Surmodics, Inc. | Director | 2015–2020 | Public company board (ended) |
Board Governance
- Committee assignments (as of Mar 18, 2025): Audit (Chair); Quality, Product Supply, and Technology (Member) .
- Independence: Independent director; Audit Committee members meet NYSE “financial literacy” and independence standards; McCormick designated an audit committee financial expert .
- Attendance: In fiscal 2024, each incumbent director attended all Board and applicable committee meetings (Board: 5; Audit: 6; O&C: 5; Nominating: 4) .
- Board leadership: Combined Chair/CEO since 2024; Lead Independent Director (Gary Ellis) presides at executive sessions .
| Governance Element | Detail | Citation |
|---|---|---|
| Committees | Audit (Chair); Quality, Product Supply, & Technology (Member) | |
| Independence | Independent; Audit Committee financial expert designation | |
| 2024 Attendance | 100% attendance at Board and committee meetings | |
| Executive Sessions | Regular sessions of non-management/independent directors; Lead Director presides | |
| Election | Class I nominee for term through 2028 |
Fixed Compensation
| Component | Amount | Period/Notes | Citation |
|---|---|---|---|
| Fees Earned or Paid in Cash | $70,000 | Fiscal 2024 | |
| Cash Retainer Policy | $50,000 base (non-employee director) | Policy last amended May 2024 | |
| Audit Chair Retainer | $20,000 (chair); $10,000 (members) | In effect for 2024 | |
| Lead Director Retainer | $32,000 (added for Lead Director role) | Added May 2024 | |
| Quality Committee Retainers | $15,000 chair; $7,500 member | Added Feb 2025 (post-2024) |
Notes: McCormick’s 2024 cash fees align with base retainer ($50,000) plus Audit Chair ($20,000) = $70,000 .
Performance Compensation
| Equity Vehicle | 2024 Grant Value | Vesting | Additional Terms | Citation |
|---|---|---|---|---|
| Annual RSUs | $180,000 | Vest on first anniversary of grant date | Accelerate in full immediately prior to Change in Control | |
| Initial RSUs (on joining Board) | $270,000 | Vest in three equal installments | Service-based vesting | |
| Stock Options (outstanding) | 27,784 shares | Legacy awards outstanding as of 12/31/2024 | No options granted to directors in 2024 | |
| Unvested RSUs (as of 12/31/2024) | 716 units | Reflects outstanding director RSUs | — |
Other Directorships & Interlocks
| Company | Possible Interlock/Consideration | Citation |
|---|---|---|
| Surmodics, Inc. (former director) | INSP’s General Counsel previously held roles at Surmodics; not a current overlap, but indicates network ties |
No related-party transactions were disclosed involving McCormick; related person transactions require Audit Committee review and recusal of interested directors .
Expertise & Qualifications
- Financial/Capital Markets: Public-company CFO and CPA (inactive) credentials; designated audit committee financial expert .
- Industry/Technology: Three decades in MedTech, including Medtronic and device companies; technology understanding core to INSP’s strategy .
- Manufacturing/Operations/Supply Chain: COO experience cited (Lutonix), adding operational oversight skills .
Equity Ownership
| Metric | Value | Detail | Citation |
|---|---|---|---|
| Total Beneficial Ownership | 53,924 shares | Includes 3,000 held via trust; 27,784 option shares exercisable within 60 days | |
| Ownership % of Outstanding | <1% | As of 29,759,651 shares outstanding (Mar 4, 2025) | |
| Options Exercisable ≤60 Days | 27,784 shares | Counted in beneficial ownership table | |
| Shares via Trust | 3,000 shares | Indirect beneficial ownership | |
| Stock Ownership Guidelines | 3x annual cash retainer for directors | All non-employee directors met minimum as of Dec 31, 2024 | |
| Anti-Hedging/Pledging | Hedging banned; pledging requires pre-approval | No pledge disclosed for McCormick |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Notes/Citation |
|---|---|---|---|---|---|
| 2025-05-01 | Acquisition (A) – Common Stock | 1,266 | $0.00 | 24,406 (direct) | RSU-related grant; Form 4 XML shows A code |
| 2025-05-02 | Sale (S) – Common Stock | 360 | $160.00 | 24,046 (direct) | Sale under Rule 10b5-1 plan; article summary cites plan dated Nov 13, 2024 |
| 2025-06-04 | Exercise (M) – Stock Option | 4,000 | $16.00 (exercise price) | Derivative balance 13,296 options after | Option fully vested/exercisable; expiration 05/02/2028 |
Governance Assessment
-
Strengths:
- Audit Chair with audit committee financial expert designation; deep CFO/CPA background supports robust financial oversight .
- Independence affirmed; 100% meeting attendance in 2024 indicates engagement and reliability .
- Equity ownership aligned with guidelines; anti-hedging policy enhances alignment; no pledges disclosed for McCormick .
-
Neutral/Monitoring:
- Minor discretionary share sale of 360 shares under a 10b5-1 plan; scale is small versus total holdings and typical of routine diversification .
- External board at Nevro (neurostimulation) suggests adjacent technology exposure; no direct conflict disclosed, but adjacency warrants routine recusal where appropriate .
-
RED FLAGS:
- None disclosed for McCormick regarding related-party transactions, hedging/pledging, attendance, or compensation anomalies; INSP maintains Audit Committee review of related party matters and clawback policies for executives .
Overall signal: McCormick’s profile and committee leadership support investor confidence in financial controls and risk oversight; alignment is reinforced through equity holdings and compliance with stock ownership guidelines .