Ashley McEvoy
INSULETAbout Ashley McEvoy
Ashley A. McEvoy, age 54, became Insulet’s President & CEO and a Class III director on April 28, 2025, after a 25+ year career at Johnson & Johnson (J&J), where she most recently was Executive Vice President and Worldwide Chairman of MedTech (2018–2023) . Under prior leadership, Insulet delivered 2024 revenue of $2.1B (+22% YoY), gross margin 69.8% (+150 bps), operating margin 14.9% (+190 bps), and net income $418.3M; these company results frame the incentive context Ms. McEvoy inherits . Upon appointment, Insulet said it expected to exceed Q1 2025 revenue guidance and planned to raise full‑year guidance . Ms. McEvoy also serves on Procter & Gamble’s Board (Compensation & Leadership Development; Innovation & Technology committees) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson | EVP, Worldwide Chairman, MedTech | 2018–2023 | Led surgery, orthopaedics, interventional solutions, eye health globally; strategic investments and commercial execution driving significant MedTech growth . |
| Johnson & Johnson | Company Group Chairman, Consumer Medical Devices | 2014–2018 | Portfolio leadership across consumer medical devices . |
| Johnson & Johnson | Company Group Chairman, Vision Care | 2012–2014 | Led Vision Care business . |
| Ethicon (J&J) | Worldwide President, Ethicon Products | 2009–2011 | Led global suture business . |
| McNeil Consumer Healthcare (J&J) | President | 2006–2009 | P&L leadership in consumer health . |
| McNeil Labs (J&J) | VP Marketing & GM | 2003–2006 | Commercial leadership . |
| J&J (Corporate) | Joined J&J | 1996 | Progressed through leadership roles . |
| Grey Advertising; J. Walter Thompson | Advertising roles | Pre‑1996 | Early career in marketing/advertising . |
External Roles
| Organization | Role | Years | Committee Roles / Notes |
|---|---|---|---|
| Procter & Gamble (NYSE: PG) | Director | 2023–present | Compensation & Leadership Development; Innovation & Technology Committees . |
| Children’s Hospital of Philadelphia | Board of Trustees (prior) | Prior to 2025 | Trustee service noted in biography . |
Fixed Compensation
| Component | Amount / Terms | Source |
|---|---|---|
| Base Salary | $1,150,000 initial annual base salary | |
| Target Annual Bonus | 130% of base salary (AIP), prorated for FY2025 |
Performance Compensation
| Incentive Type | Structure | Metrics / Weighting | Vesting / Payout | Source |
|---|---|---|---|---|
| FY2025 New‑hire Equity (total target $15M) | $10M prorated FY25 annual + $5M inducement | Mix: 60% PSUs; 20% RSUs; 20% stock options | PSUs 3‑yr (2025–2027) on same terms as 2025 exec PSUs; RSUs vest ratably over 3 years; Options vest ratably over 4 years | |
| FY2025 PSU Design (companywide) | Long‑term equity | Adjusted Revenue and Adjusted EBIT; 2025 adds relative TSR ±25% modifier | 3‑year performance; payout 0–200% vs thresholds | |
| FY2025 AIP (Annual Bonus) | Cash incentive | Weighting change: Adjusted EBIT up to 30%, strategic goals down to 10%; focus strategic on new customer starts (10%) | Annual payout vs targets |
FY2024 company AIP calibration (context for plan rigor; Ms. McEvoy not a participant in FY2024):
| Metric | Weight | Threshold | Target | Stretch | Max | Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|---|---|
| Adjusted Revenue (constant FX) | 60% | $1,805M | $1,953M | $2,000M | $2,101M | $2,074M | 181% | 108.7% |
| Adjusted EBIT (constant FX; excl. items) | 20% | $189M | $236M | $266M | $318M | $307M | 185% | 36.9% |
| Strategic – New Customer Starts | 6.7% | — | — | — | — | 111% to target | 152% | 10.1% |
| Strategic – Innovation Pipeline | 6.7% | — | — | — | — | Achieved all | 200% | 13.3% |
| Strategic – People & Culture | 6.7% | — | — | — | — | 130% to target | 130% | 8.7% |
| Overall Payout Factor | — | — | — | — | — | — | — | 177.8% |
FY2024 PSU design (for context):
| PSU Metric | Weight | Threshold | Target | Stretch | Maximum | Payout Range |
|---|---|---|---|---|---|---|
| 3‑yr Cumulative Adjusted Revenue | 70% | 90% of target | 100% | 104.5% | 110% | 0–200% (linear) |
| 3‑yr Cumulative Adjusted EBIT | 30% | 85% of target | 100% | 104.5% | 115% | 0–200% (linear) |
Notes and implications:
- 2025 adds a relative TSR ±25% PSU modifier, reinforcing stockholder alignment and external benchmarking .
- Ownership policy raised in 2024: CEO multiple increased to 6x salary; executives must hold at least half net vested shares until compliant .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 26, 2025) | 4 shares; less than 1% of outstanding (70,361,846 shares) . |
| Ownership Guidelines | CEO: 6x base salary (raised from 3x in May 2024); hold at least 50% of net after‑tax vested shares until compliant . |
| Hedging/Pledging | Hedging prohibited; no margin; pledging prohibited absent pre‑approval by the Talent & Compensation Committee . |
| Alignment Features | Mix heavily performance‑based; PSUs/Options; TSR modifier starting 2025 . |
Employment Terms
| Provision | CEO Terms |
|---|---|
| At‑will / Contract | Offer letter; at‑will employment; eligible under Executive Severance Plan . |
| Severance (non‑CIC) | 2x base salary (salary continuation) + 2x target AIP (installments) + prorated AIP; up to 24 months medical at employee rates; up to $25,000 outplacement . |
| Change‑in‑Control (Double Trigger; within 60 days before or 2 years after) | Lump sum: 2x base + 2x higher of target AIP or prior year AIP; prorated AIP; up to 24 months medical; up to $25,000 outplacement; full accelerated vesting of equity . |
| Non‑Compete / Non‑Solicit | 12‑month post‑termination non‑compete and non‑solicit obligations (standard executive agreements) . |
| Clawback | Policy compliant with Rule 10D‑1; 3‑year recovery period for restatements . |
| Tax Gross‑ups | None (company policy) . |
Board Governance
- Role and independence: Ms. McEvoy is CEO and a director (non‑independent by Nasdaq definition); Board has an independent Chair (Timothy J. Scannell) and all statutory committees comprise only independent directors .
- Committee assignments: None for Ms. McEvoy; current committees: Audit, Nominating/Governance & Risk, Talent & Compensation, and Science & Technology .
- Executive sessions: Independent directors meet in executive session after all regular Board meetings .
- Overboarding policy: CEOs should serve on no more than two public company boards (including Insulet); Ms. McEvoy serves on Insulet and P&G, which is within policy .
- 2024 attendance: Directors then in office attended 100% of Board/committee meetings (pre‑Ms. McEvoy) .
Performance & Track Record
- J&J MedTech leadership: Oversaw a global MedTech portfolio; the company notes she drove strategic investments and execution delivering significant growth across businesses .
- Industry recognition: Named to Fortune’s “Most Powerful Women” and other lists, per Insulet’s appointment press release .
- Insulet operating backdrop: 2024 revenue $2.1B (+22%), gross margin 69.8% (+150 bps), operating margin 14.9% (+190 bps), net income $418.3M; adjusted EBITDA $457.3M (+39%) .
- Near‑term outlook at appointment: Company expected to exceed Q1 2025 guidance and to raise full‑year guidance; Investor Day postponed post‑CEO transition .
Compensation Committee Analysis
- Pay philosophy emphasizes variable, performance‑linked compensation; 92% of prior CEO target TDC variable; robust governance (no single‑trigger CIC, no excise tax gross‑ups) .
- 2025 changes: Increased EBIT weighting in AIP to 30%; narrowed strategic metrics to new customer starts (10%); added relative TSR PSU modifier ±25% .
- Ownership policy strengthened in 2024 (CEO 6x salary; directors 5x cash retainer) .
- Consultant: Pearl Meyer is independent advisor; approach benchmarks to market median considering role and performance .
- Peer group (2024 comp decisions) tilted more toward medtech, including additions such as Hologic, Align, IDEXX, Shockwave; removed Tandem, Teladoc, and Abiomed (acquired) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support: ~96% approval at 2024 meeting for 2023 program .
- Engagement: Board/management conduct regular shareholder outreach on governance, compensation, sustainability; feedback routed to relevant committees .
Risk Indicators & Red Flags
- Structural mitigants: Double‑trigger CIC; robust clawback; anti‑hedging/pledging; no defined benefit plans; capped incentives .
- Executive turnover watch: CTO departure in March 2025 with severance per plan; transition coverage via acting CTO—monitor execution continuity .
- Related parties: No Ashley‑related transactions disclosed; related distributor arrangement involves another director’s spouse and is arm’s‑length (contextual governance) .
Director Service Summary (Board Service, Committees, Dual‑Role Implications)
- Insulet Board Service: Director since April 2025; currently serves as CEO and director; no committee assignments .
- Governance structure: Independent Board Chair and fully independent committees mitigate CEO/director dual‑role; frequent independent executive sessions .
- Independence: Not independent by Nasdaq due to CEO role; all statutory committees remain independent .
- Overboarding: Within CEO limit of two boards (Insulet + P&G) .
Investment Implications
- Alignment and retention: High at‑risk pay mix, raised ownership multiple (6x salary), and 3–4 year vesting schedules support retention and stock alignment; TSR modifier further ties LTI to relative performance .
- Selling pressure: Anti‑hedging/pledging and hold‑until‑guideline policy dampen near‑term selling; initial ownership is de minimis with sizeable performance‑based grants ahead, so watch Form 4s as awards are granted/vest .
- Pay‑for‑performance: 2025 AIP shifts toward profitability (EBIT 30%) and growth via new customer starts; FY2024 AIP outcomes (177.8%) reflect strong operational momentum but set a high bar for sustainment .
- Change‑in‑control economics: Market‑standard double trigger with 2x cash and full equity acceleration; investors should model CIC scenarios given executive transitions in 2025 .
- Governance quality: Strong say‑on‑pay, independent comp oversight, and no single‑trigger/CIC gross‑ups are positives; CEO/director dual‑role is mitigated by independent Chair and committee independence .
Sources: Insulet 2025 DEF 14A (filed Apr 29, 2025) and related exhibits; Insulet Form 8‑K (Apr 28, 2025) re: CEO appointment and offer letter; Insulet press release (EX‑99.1).