Jessica Hopfield
INSULETAbout Jessica Hopfield
Jessica Hopfield, Ph.D. (age 60) has served on Insulet’s Board since July 2015; she previously served as Lead Independent Director from August 2016 to December 2018 . She is a former Chair of the Joslin Diabetes Center, a strategic advisor/investor to healthcare and technology firms, and a diabetes-sector veteran with two decades of operating and advisory experience including Partner at McKinsey (1995–2009) and earlier roles at Merck in clinical development, outcomes research, and marketing . She holds a B.S. from Yale, an MBA from Harvard Business School (Baker Scholar), and a Ph.D. in Neuroscience/Biochemistry from The Rockefeller University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Partner, global pharma/medtech practice | 1995–2009 | Strategy, R&D management, marketing across pharma, biotech, medtech, consumer; diabetes expertise |
| Merck Sharp & Dohme | Management roles in clinical development, outcomes research, marketing | Not disclosed | Drug development and commercial experience |
| Joslin Diabetes Center | Chair (former) | Not disclosed | Board leadership in diabetes care and research |
| Insulet Corporation | Lead Independent Director (former) | Aug 2016–Dec 2018 | Led independent board function during period of growth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Editas Medicine, Inc. | Director | Current | Gene editing/biotech governance exposure |
| Maravai LifeSciences Holdings, Inc. | Director | Current | Life sciences tools governance exposure |
| PhenomeX Inc. | Director | Former | Prior public board service |
| Radius Health, Inc. | Director | Former | Prior public board service |
Board Governance
- Independence: The Board determined that all directors except the CEO (Ashley McEvoy) and Jessica Hopfield are independent under Nasdaq; Hopfield is not independent due to a related-party relationship (see below) .
- Committees:
- Science & Technology Committee – Member (current)
- Transactions Committee (ad hoc) – Member
- Meeting attendance: Board met 5 times in 2024; each director then in office attended 100% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet following all regularly scheduled Board meetings; chaired by independent Board Chair .
- Board structure: Independent, non-employee Chair (Timothy J. Scannell) .
- Overboarding policy: Non-CEO directors capped at five public company boards; CEO directors capped at two (inclusive of Insulet). Hopfield’s current roles are within limits .
Fixed Compensation
PODD non-employee director compensation framework (effective Q2 2024):
| Element | Amount/Terms |
|---|---|
| Annual cash retainer (Director) | $70,000 |
| Independent Board Chair retainer | +$100,000 |
| Committee Chair retainers | Audit $25,000; Nominating/Governance/Risk $15,000; Talent & Compensation $20,000; Science & Technology $15,000 |
| Committee member retainers (non-Chair) | Audit $12,500; Nominating/Governance/Risk $5,000; Talent & Compensation $10,000; Science & Technology $5,000 |
| Annual equity award | $250,000 in RSUs, vests fully on April 30 of the following year |
| Initial equity award (new directors) | $300,000 in RSUs, vests 50%/25%/25% annually |
| Deferred comp elections | Optional; no election disclosed for Hopfield in 2024 |
Hopfield’s 2024 actual director compensation:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 63,571 |
| Stock awards (grant date fair value) | 249,890 |
| Total | 313,461 |
Performance Compensation
- Director pay is not performance-conditioned; annual director equity is time-vested RSUs (no performance metrics) .
- Clawback policy applies to incentive-based executive compensation; director equity is time-based .
| Performance Metric in Director Pay | Weighting | Status |
|---|---|---|
| None (director equity time-based) | N/A | No performance metrics in director compensation |
Other Directorships & Interlocks
- Current public boards: Editas Medicine; Maravai LifeSciences .
- Former public boards: PhenomeX; Radius Health .
- Compensation committee interlocks: None in 2024 (company-wide disclosure) .
Expertise & Qualifications
- Diabetes and medtech domain expertise; prior chair of Joslin Diabetes Center .
- Strategic advisory and investing across healthcare/technology .
- Operating and consulting depth: McKinsey partner (strategy, R&D, marketing), Merck development/marketing .
- Education: Yale B.S.; Harvard MBA (Baker Scholar); Rockefeller Ph.D. (Neuroscience/Biochemistry) .
- NACD Directorship Certified .
Equity Ownership
- Stock ownership guidelines: Directors recommended to own ≥5x annual cash retainer; all directors and executives are in compliance subject to phase-in .
- Anti-hedging/pledging: Directors prohibited from hedging and pledging Company securities (pledging only with pre-approval; policy prohibits as a rule) .
Beneficial ownership and instruments (as of March 26, 2025 unless noted):
| Holding | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 35,739 | “Less than 1%” of outstanding shares |
| Options exercisable within 60 days | 8,822 | Included in beneficial ownership |
| RSUs vesting within 60 days | 1,380 | Included in beneficial ownership |
| Director equity outstanding (12/31/2024) | Options: 8,822; RSUs: 1,380 | Non-employee director awards outstanding |
| Shares outstanding (for context) | 70,361,846 | As of March 26, 2025 |
Related-Party Exposure and Conflicts
- Material distributor relationship: Insulet entered a distribution agreement in Feb 2021 with a company whose parent employs Hopfield’s spouse as an executive officer; 2024 transactions included $587.8M in net revenue, $113.0M net A/R, and $1.0M deferred revenue, with terms described as consistent with arm’s-length .
- Independence impact: The Board does not classify Hopfield as independent under Nasdaq, while all other non-employee directors are independent .
- Governance controls: Related-party transactions reviewed under the Audit Committee’s policy; approval based on appropriateness/desirability under circumstances .
Attendance & Engagement
| Metric | 2024 |
|---|---|
| Board meetings held | 5 |
| Hopfield Board/committee attendance | 100% of Board and applicable committees (company-wide disclosure for all directors) |
| Executive sessions of independent directors | Held after all regular Board meetings |
Governance Environment (Context)
- Strong governance practices: Independent Chair; all statutory committees fully independent; stock ownership guidelines; no hedging/pledging; proxy access; annual Board/committee evaluations; majority voting policy .
- Say-on-pay: 96% support in 2024, indicating broad shareholder support for compensation program (context on governance credibility) .
Governance Assessment
-
Strengths:
- Deep, directly relevant diabetes and medtech expertise; prior LID service enhances board process credibility .
- High engagement—100% attendance; active roles on Science & Technology and Transactions committees .
- Strong alignment mechanisms at the Board level (ownership guidelines; anti-hedging/pledging; independent Chair structure) .
-
Risks / RED FLAGS:
- Independence: Classified as not independent due to a significant related-party distributor relationship (>$587M 2024 revenue; material A/R), which can create perceived conflicts in oversight—particularly around channel strategy, pricing, and credit terms .
- Concentration risk signal: Magnitude of distributor revenues underscores the importance of rigorous recusal practices and Audit Committee oversight whenever relevant matters arise .
-
Investor takeaways:
- Expect robust recusal and disclosure practices on any agenda items tied to the distributor; probe process rigor and frequency of Audit Committee reviews of this relationship .
- Despite non-independence, her sector expertise and committee work are valuable; continued high attendance and transparent conflict management remain key to investor confidence .