Flavia Pease
INSULETAbout Flavia H. Pease
Flavia H. Pease (age 52) is an independent Class II director of Insulet (PODD) since January 2024, with a term expiring at the 2027 Annual Meeting. She is Corporate Executive Vice President and Chief Financial Officer of Charles River Laboratories (since 2022), and previously spent 20+ years at Johnson & Johnson in senior finance roles. She holds a B.A. in Economics from Pontifícia Universidade Católica (Rio de Janeiro) and an MBA from Santa Clara University. She serves on Insulet’s Audit Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles River Laboratories | Corporate EVP & CFO | 2022–present | Public medtech CRO finance leadership |
| Johnson & Johnson – Global Medical Devices | VP & Group CFO | 2019–2022 | Led finance for global medical devices |
| Janssen (J&J) North America | VP Finance | 2016–2019 | U.S./Canada pharma finance leadership |
| Johnson & Johnson – Enterprise PMO | VP, Enterprise Program Management Office | 2014–2016 | Supported enterprise strategic planning and growth initiatives |
| Janssen Supply Chain | VP Finance | 2012–2014 | Global supply chain finance |
| Johnson & Johnson – Mentor & Acclarent integrations | VP Finance (integration lead) | 2009–2012 | Led post‑merger integrations |
| Johnson & Johnson – LifeScan and other units | Finance roles | 1998–2009 | Early J&J finance leadership |
| SC Johnson; Investment bank (Brazil) | Finance roles | Pre‑1998 | Early career finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Charles River Laboratories | Corporate EVP & CFO | 2022–present | Executive role; not disclosed as a directorship |
Board Governance
- Independence: The Board determined Ms. Pease is independent under Nasdaq rules; all statutory committees are fully independent.
- Committees: Audit Committee member; Audit met 7 times in FY2024. The Board met 5 times in FY2024.
- Financial expertise: The Board determined Ms. Pease qualifies as an “audit committee financial expert.”
- Attendance: Each director then in office attended 100% of their Board and committee meetings in FY2024; all directors attended the 2024 Annual Meeting.
- Board leadership: Independent Board Chair; regular executive sessions of independent directors after each scheduled Board meeting.
- Director overboarding policy: Max 5 public boards for non‑CEOs; she is within policy.
- Board class/tenure: Class II director; term expires at the 2027 Annual Meeting.
Committee Assignments Snapshot
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit Committee | Member | 7 |
Fixed Compensation (Non‑Employee Director Pay)
- Structure (effective Q2 2024):
- Annual cash retainer: $70,000
- Committee member retainers: Audit $12,500; Nominating/Governance/Risk $5,000; Talent & Compensation $10,000; Science & Tech $5,000
- Committee chair retainers: Audit $25,000; Nominating/Governance/Risk $15,000; Talent & Compensation $20,000; Science & Tech $15,000
- Independent Board Chair additional retainer: $100,000
Cash is paid quarterly in arrears.
| Item | Amount |
|---|---|
| 2024 Fees Earned (actual) | $53,083 |
| Annual Cash Retainer (program) | $70,000 (effective Q2’24) |
| Audit Committee Member Retainer (program) | $12,500 |
Notes: 2024 actual reflects pro‑rata timing (joined Jan 2024; program changes effective Q2’24).
Performance Compensation (Equity; Directors)
- Annual equity: RSUs with grant‑date fair value $250,000 at each Annual Meeting; vest fully on April 30 of the following year.
- Initial equity (new directors): RSUs with grant‑date fair value $300,000; vests 50%/25%/25% over three years.
- Deferral: Ms. Pease elected to defer settlement of both her Initial Award and her 2024 Annual Award, and has also elected to defer her 2025 Annual Award.
- Director equity is time‑based; no performance metrics are applied to director equity awards.
| Grant/Plan Element | Value/Terms | Vesting |
|---|---|---|
| 2024 Stock Awards (reported value) | $549,842 (aggregate 2024 stock awards) | Per the Initial and Annual Award schedules |
| Annual Director RSU | $250,000 at Annual Meeting | 100% on April 30 following grant |
| New Director Initial RSU | $300,000 at appointment | 50%/25%/25% over 3 years |
| Performance metrics applicable to directors | None (time‑based RSUs) | — |
Program limit: Maximum total director compensation under the 2025 Plan is $900,000 per calendar year ($1,500,000 in the first year on the Board or when designated as chair/lead director).
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ms. Pease.
- Compensation committee interlocks: None in 2024.
- Related party transactions: None disclosed involving Ms. Pease.
Expertise & Qualifications
- Financial expert (SEC “audit committee financial expert” designation); deep medtech/pharma finance, M&A integration, supply chain finance, international leadership (J&J and CRL).
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Mar 26, 2025) | 2,115 shares; <1% of outstanding |
| Included in beneficial ownership | RSUs vested or vesting within 60 days; settlement deferred |
| Unvested RSUs outstanding (Dec 31, 2024) | 2,851 RSUs |
| Stock options | 0 |
| Anti‑hedging/pledging | Hedging prohibited; pledging prohibited absent pre‑approval |
| Stock ownership guideline | 5x annual cash retainer for directors; Board reports all directors/executives in compliance subject to phase‑in |
Governance Assessment
-
Strengths
- Financial expertise and Audit Committee service (designated “audit committee financial expert”) bolster financial reporting oversight.
- Independence, 100% meeting attendance, and service on a fully independent Audit Committee support board effectiveness.
- Time‑based RSU compensation and significant director ownership guidelines (5x retainer) align incentives; Ms. Pease’s deferral elections further signal long‑term orientation.
- Robust governance framework: independent chair; executive sessions; anti‑hedging/pledging; majority voting policy; proxy access.
- Company‑wide compensation governance (clawback) and strong Say‑on‑Pay (96% support in 2024) indicate healthy investor alignment.
-
Potential risks/considerations
- External workload: Senior executive (CFO) at a large public company could increase time demands; however, director overboarding policy sets clear limits and she appears within them.
- No related‑party issues disclosed involving Ms. Pease; continue to monitor for any business ties between Insulet and Charles River that could migrate into related‑party territory.
-
Signals affecting investor confidence
- Appointment as Audit Committee member and financial expert strengthens oversight credibility.
- Deferral of director equity (Initial and Annual Awards) aligns with a long‑term horizon.
- Board‑level ownership policy increased in 2024 (to 5x retainer), reinforcing alignment.
Appendix: Director Compensation Program Summary (for reference)
| Cash Elements | Amount |
|---|---|
| Annual Board retainer | $70,000 |
| Audit member / chair | $12,500 / $25,000 |
| Nominating/Governance/Risk member / chair | $5,000 / $15,000 |
| Talent & Compensation member / chair | $10,000 / $20,000 |
| Science & Technology member / chair | $5,000 / $15,000 |
| Independent Board Chair additional retainer | $100,000 |
| Equity Elements | Terms |
|---|---|
| Annual RSU | $250,000 grant at Annual Meeting; vests fully on April 30 following grant |
| Initial RSU (new directors) | $300,000; vests 50%/25%/25% over 3 years |
| Deferral option | Cash fees and RSU settlement deferrable under the Directors Deferred Compensation Plan |
| Annual director compensation cap (2025 Plan) | $900,000 (or $1,500,000 for first‑year or chair/lead director) |