Elizabeth Weatherman
INSULETAbout Elizabeth H. Weatherman
Elizabeth H. Weatherman, age 65, is an independent director of Insulet (PODD) since February 2022 and currently chairs the Talent and Compensation Committee. She is a Special Limited Partner at Warburg Pincus (joined 1988; led the Healthcare Group 2008–2015; Special LP since 2016). She holds a BA from Mount Holyoke College and an MBA from Stanford Graduate School of Business. Her medtech investment background and public device board experience underpin strong governance and compensation oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Special Limited Partner; previously Managing Director; Head of Healthcare Group; Member, Executive Management Group | Joined 1988; Head of Healthcare 2008–2015; Special LP since 2016 | Led healthcare investing platform; senior leadership responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevro Corp. (NYSE: NVRO) | Director (public company) | Current | Board service at public medtech peer |
| Stanford Health Care | Director | Current | Healthcare governance oversight |
| Stanford University | Trustee | Current | Fiduciary oversight |
| Mount Holyoke College | Trustee; Chair, Investment Committee | Current | Investment oversight |
| Former public boards: Silk Road Medical, Vapotherm, Wright Medical | Director (former) | Prior | Public medtech governance experience |
Board Governance
- Committee assignments: Chair, Talent and Compensation Committee; not on Audit or Nominating/Governance/Risk; not on Science & Technology. Also chairs an ad hoc Transactions Committee (Frederick, Hopfield, Minogue as members) .
- Independence: Board determined Ms. Weatherman is independent under Nasdaq standards; all statutory committees are entirely independent .
- Attendance and engagement: Board met 5 times in 2024; all directors attended 100% of Board and assigned committee meetings; 2024 committee meetings: Audit 7, Nominating/Governance/Risk 4, Talent & Compensation 4. Directors attended the 2024 Annual Meeting .
- Board leadership: Independent Board Chair (Timothy J. Scannell). Executive sessions of independent directors held after regular meetings .
- Overboarding policy: Non-CEO directors limited to ≤5 public company boards; CEO directors ≤2, inclusive of Insulet .
Fixed Compensation (Director)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $70,000 | Increased in Q2 2024 from $60,000 . |
| Independent Board Chair retainer | $100,000 | Effective Q2 2024 . |
| Committee Chair retainers | Audit $25,000; Nominating/Gov/Risk $15,000; Talent & Compensation $20,000; Science & Tech $15,000 | Ms. Weatherman receives $20,000 as T&C Chair . |
| Committee member retainers | Audit $12,500; Nominating/Gov/Risk $5,000; Talent & Compensation $10,000; Science & Tech $5,000 | Excludes Chairs . |
| 2024 cash actually paid (Weatherman) | $83,571 | As reported for FY2024 . |
Performance Compensation (Executive programs overseen by Ms. Weatherman as T&C Chair)
Insulet’s executive incentive design emphasizes adjusted Revenue and adjusted EBIT, with strategic goals, and long-term PSUs on three-year cumulative adjusted Revenue and adjusted EBIT. 2024 AIP paid 177.8% of target on strong outperformance; T&C added a 2025 PSU relative TSR +/-25% modifier.
| Metric (AIP FY2024) | Weight | Threshold | Target | Stretch | Max | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue (constant currency) | 60% | $1,805m | $1,953m | $2,000m | $2,101m | $2,074m | 181% |
| Adjusted EBIT (constant currency; excludes specified items) | 20% | $189m | $236m | $266m | $318m | $307m | 185% |
| Strategic: New Customer Starts | 6.7% | — | — | — | — | 111% to target | 152% |
| Strategic: Innovation Pipeline | 6.7% | — | — | — | — | Milestones achieved | 200% |
| Strategic: People/Culture | 6.7% | — | — | — | — | 130% to target | 130% |
| Overall AIP Payout Factor | 100% | — | — | — | — | — | 177.8% |
Additional program governance:
- Long-term PSU metrics (2024 grant): 3-year cumulative Adjusted Revenue (70%) and Adjusted EBIT (30%); max 200%; 2022 PSU cycle paid at 169% .
- 2025 changes: Increase AIP EBIT weight to 30%, reduce strategic to 10% (focus on new customer starts), add relative TSR +/-25% modifier to PSUs .
- Say-on-Pay: 96% support at 2024 meeting for prior year program .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company board(s) | Nevro Corp. |
| Non-profit/academic/healthcare boards | Stanford Health Care (Director); Stanford University (Trustee); Mount Holyoke College (Trustee; Chair, Investment Committee) |
| Former public boards | Silk Road Medical; Vapotherm; Wright Medical Group N.V. |
| Compensation committee interlocks (2024) | None. No Insulet executive served on a comp committee of another entity with reciprocity; no insider participation on Insulet’s T&C . |
Expertise & Qualifications
- Deep healthcare private equity experience; led Warburg Pincus Healthcare Group; broad medtech board experience .
- Education: BA, Mount Holyoke; MBA, Stanford GSB .
- Governance roles: Chairs Insulet’s Talent & Compensation Committee; chairs ad hoc Transactions Committee, indicating trusted oversight in compensation, talent, and strategic transactions .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 26, 2025) | 4,464 shares | Includes 1,380 RSUs vesting within 60 days; <1% of shares outstanding . |
| Shares outstanding (ref.) | 70,361,846 | As of Mar 26, 2025 . |
| Options held | 0 | Director holdings table shows no options . |
| RSUs outstanding (as of Dec 31, 2024) | 1,688 units | Per director holdings table . |
| Ownership guidelines | Directors: 5x annual cash retainer; all directors/executives in compliance subject to phase-in . | |
| Hedging/pledging | Insider Trading Policy prohibits hedging, short sales, derivative transactions, margin, and pledging of Company securities . |
Related Party & Conflicts Review
- Related party transactions disclosed in 2024 involved: (i) a distributor tied to a different director’s spouse (Hopfield), and (ii) services from Fidelity (11% holder). No related-party transactions were disclosed involving Ms. Weatherman .
- Independence affirmed by the Board; all statutory committees independent .
- Warburg Pincus affiliation: While independent under Nasdaq and with no disclosed related-party transactions, her private equity role merits routine recusal on potential conflicts (e.g., M&A/financing counterparties); Insulet’s Audit Committee reviews related party matters per policy .
Director Pay (FY2024 actual)
| Component | Weatherman | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $83,571 | |
| Stock Awards (grant-date fair value) | $249,890 | Annual director RSU grant; vests by April 30 following grant |
| Total | $333,461 |
Compensation Committee Process (as chaired by Weatherman)
- Independent advisor: Pearl Meyer retained as independent consultant in 2024 .
- Peer group evolution for 2024 decisions: Removed Tandem Diabetes Care and Teladoc; removed Abiomed (acquired). Added Hologic, Align Technology, IDEXX Laboratories, Shockwave Medical; emphasis on medtech peers .
- Governance safeguards: robust stock ownership guidelines (raised in May 2024), clawback policy aligned with SEC 10D-1, no hedging/pledging, double-trigger CIC, caps on incentives, annual risk assessment .
Governance Assessment
- Strengths: Independent T&C chair with deep healthcare investment and medtech board experience; 100% attendance; strong compensation governance framework with clear metrics, high say-on-pay support (96%); stringent ownership and anti-hedge/pledge policies; no interlocks/related-party exposure involving the director .
- Watchpoints: Warburg Pincus affiliations may intersect with potential counterparties in transactions; Ms. Weatherman chairs the ad hoc Transactions Committee—continued rigorous recusal and Audit Committee oversight of related party considerations remain important to mitigate perceived conflicts .