Shelley G. Broader
Director at INSP
Board
About Shelley G. Broader
Shelley G. Broader, age 60, is a Class III independent director of Inspire Medical Systems and has served on the board since 2020. She chairs the Organization and Compensation Committee and sits on the Nominating and Corporate Governance Committee; she is considered independent under NYSE rules and attended all board and relevant committee meetings in FY 2024. She holds a B.A. from Washington State University and brings CEO experience and global consumer brand expertise from senior leadership roles at Chico’s FAS and Walmart.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chico’s FAS, Inc. | Chief Executive Officer and President | 2015–2019 | CEO leadership; retail consumer/brand management expertise |
| Walmart Inc. (Sam’s Club; Walmart Canada; EMEA region) | SVP Sam’s Club; CMO Walmart Canada; CEO Walmart Canada; CEO EMEA (Europe, Middle East, Sub-Saharan Africa) | 2009–2015 | International/global operations leadership; consumer/brand strategy |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Loblaw Companies Limited | Director | Since 2022 | Public company board service |
| Dutch Bros Inc. | Director | 2021–2023 | Public company board service |
| Chico’s FAS, Inc. | Director | 2015–2019 | Public company board service |
| Raymond James Financial, Inc. | Director | 2008–2020 | Public company board service |
Board Governance
- Board classification: Inspire has a classified board (three classes) with staggered three-year terms; Broader is Class III with term expiring at the 2027 meeting.
- Independence: Determined independent under NYSE rules (8 of 9 current directors are independent; CEO is not).
- Committee assignments: Chair, Organization & Compensation; Member, Nominating & Corporate Governance.
- Attendance and engagement: Board met 5x; O&C met 5x; NCG met 4x; each incumbent director attended all meetings of the Board and committees on which they served; all directors attended the 2024 annual meeting.
- Lead Independent Director: Gary L. Ellis has served as Lead Director since 2024.
- Executive sessions: Independent/non-management sessions are regularly scheduled, presided over by the Lead Director.
Fixed Compensation
| Component | Amount | Vesting/Terms | FY 2024 Actual for Broader |
|---|---|---|---|
| Annual cash retainer (director) | $50,000 | Paid quarterly | Included in $65,000 fees |
| Org & Comp Committee chair fee | $15,000 | Paid quarterly | Included in $65,000 fees |
| NCG non-chair member fee | $7,500 | Paid quarterly | Not applicable in 2024 (joined NCG Feb 2025) |
| Audit Committee chair/member fees | $20,000 / $10,000 | Paid quarterly | Not applicable |
| Lead Director retainer | $32,000 | Added May 2024 | Not applicable to Broader |
| QPST Committee chair/member fees | $15,000 / $7,500 | Added Feb 2025 | Not applicable in 2024 |
| Fees earned or paid in cash (total) | $65,000 | FY 2024 | $65,000 (356 shares elected in lieu of cash) |
Notes:
- Payment election: Broader elected to receive a portion of cash fees in fully vested common stock (356 shares).
Performance Compensation
| Equity Type | Grant Value | Vesting | Terms/Performance |
|---|---|---|---|
| Annual RSU grant (directors) | $180,000 | Vests on first anniversary of grant date | Subject to service; accelerates on Change in Control under 2018 Plan |
| Initial RSU grant (new directors) | $270,000 | Vests in 3 equal installments | For initial appointment; service-based |
| Options (non-employee directors) | — | — | No stock options were granted to directors in 2024 |
Other Directorships & Interlocks
- Compensation Committee interlocks: During 2024, the O&C Committee members (Broader, Burks, Tansey) were not officers; no executive officers served on other boards’ compensation committees; no interlock relationships requiring disclosure.
- Consultant independence: The O&C Committee engaged Aon Human Capital Solutions; assessed as independent; no conflicts of interest; services included peer benchmarking and market analyses.
Expertise & Qualifications
- Consumer Marketing/Brand Management (retail and brand leadership)
- International/Global operations leadership
- Chief Executive Officer experience (Chico’s FAS)
Equity Ownership
| Metric | Value | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 8,123 | March 4, 2025 | Includes 5,531 shares underlying options exercisable within 60 days |
| Ownership % of outstanding | <1% | March 4, 2025 | Less than 1% of 29,759,651 shares outstanding |
| Exercisable options (≤60 days) | 5,531 | March 4, 2025 | Included in beneficial ownership |
| Unvested RSUs (year-end) | 716 | Dec 31, 2024 | Aggregate unvested RSUs as of FY-end |
| Pledged shares | None disclosed | March 4, 2025 | Anti-pledging policy prohibits pledging absent approval; CEO pledge disclosed, not Broader |
| Ownership guideline compliance | In compliance | Dec 31, 2024 | Directors must hold ≥3x annual cash retainer; all non-employee directors met guidelines as of 12/31/24 (except specified new execs) |
Governance Assessment
- Board effectiveness: As O&C Committee Chair, Broader oversees CEO and executive compensation, succession, ownership guidelines, and clawback policy, supported by an independent consultant (Aon). This points to structured pay governance aligned with performance.
- Independence and engagement: Independent under NYSE rules with full meeting attendance; joined NCG in Feb 2025, expanding governance responsibilities.
- Incentives and alignment: Director pay combines modest cash retainers with time-based RSUs; Broader elected stock in lieu of cash, increasing alignment. Ownership guidelines met; no pledging/hedging allowed.
- Potential conflicts: No related-party transactions disclosed involving Broader; Company’s only disclosed related-person transaction involves cost-sharing for a suite with an entity controlled by the CEO, subject to Audit Committee policy.
- Signals to investors: Strong say-on-pay support (97% in 2024) and robust committee structure (including quality/supply/technology oversight) suggest responsive governance; however, classified board, plurality voting, and supermajority provisions persist and may be viewed as entrenching mechanisms.
RED FLAGS: None identified specific to Broader (no attendance issues, pledging, or related-party transactions). Structural governance features (classified board, plurality standard, supermajority requirements) exist at the company level and may impact investor perceptions of board accountability.