John Kapples
INSULETAbout John Kapples
John W. Kapples, age 65, is Senior Vice President and General Counsel at Insulet (since March 2019; Secretary from March 2019–December 2021). He previously served as VP, General Counsel & Secretary at GCP Applied Technologies; VP & Corporate Secretary at Covidien (acquired by Medtronic); Assistant General Counsel & Secretary at Raytheon; and began his career as a corporate associate at Sullivan & Worcester. He holds a BA in English and a JD from Georgetown University and is a member of the Massachusetts Bar. Insulet delivered 2024 revenue of $2.07B (+22% YoY), gross margin 69.8% (+150 bps), operating margin 14.9% (+190 bps), net income $418.3M (>100% YoY), and adjusted EBITDA $457.3M (+39% YoY); TSR of a $100 initial investment reached $152.49 in 2024, evidencing strong pay-for-performance alignment in incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GCP Applied Technologies | VP, General Counsel & Secretary | 2015–2019 | Led legal and governance framework; advised on strategic transactions and partnerships |
| Covidien plc (acquired by Medtronic) | VP & Corporate Secretary | 2006–2015 | Built legal structure and governance; advised on global partnerships; supported major corporate transaction (sale to Medtronic) |
| Raytheon Company | Assistant General Counsel & Secretary | 1994–2006 | Supported legal operations in a complex industrial/defense environment |
| Sullivan & Worcester LLP | Corporate Associate | 1985–1993 | Early-career corporate counseling and transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Massachusetts Bar Association | Member | — | Professional credential and licensure |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $448,436 | $461,077 | $500,962 |
| Target Annual Incentive (% of salary) | — | — | 60% |
| Actual Annual Incentive Paid ($) | $417,457 | $552,266 | $544,068 |
Notes:
- 2024 AIP payout was determined using an overall performance factor of 177.8% applied to individual targets .
- 2024 base salary approved: $510,000; reported salary reflects proration/timing of increases .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Results
| Metric | Weighting | Threshold | Target | Stretch | Max | Actual | Payout % | Notes |
|---|---|---|---|---|---|---|---|---|
| Adjusted Revenue (constant currency) | 60% | $1,805M | $1,953M | $2,000M | $2,101M | $2,074M | 181% | Cap at 175% if EBIT < threshold (not triggered) |
| Adjusted EBIT | 20% | $189M | $236M | $266M | $318M | $307M | 185% | Excludes FX, M&A, non-GAAP items, discrete items |
| New Customer Starts | 6.7% | — | — | — | — | 111% to target | 152% | Strategic metric |
| Innovation Pipeline | 6.7% | — | — | — | — | Achieved all goals | 200% | Four Omnipod 5 milestones |
| People & Culture | 6.7% | — | — | — | — | 130% to target | 130% | Culture launch; new performance system |
| Overall AIP Payout Factor | — | — | — | — | — | — | 177.8% | Applied to individual target opportunity |
Long-Term Incentives – 2024 Grant Structure (PSUs/RSUs/Options)
| Element | Allocation | Vesting | Performance Metrics/Terms | 2024 Award Value ($) |
|---|---|---|---|---|
| PSUs | 50% of LTI for non-CEO NEOs | 3-year performance (FY24–FY26) | 70% cumulative adjusted revenue; 30% cumulative adjusted EBIT; threshold/target/stretch/max with payouts 0–200% | $924,908 (grant-date fair value) |
| RSUs | 25% | 1/3 annually from first anniversary of grant | Time-based; holding requirement until guideline met | $462,371 (grant-date fair value) |
| Stock Options | 25% | 1/4 annually from first anniversary; 10-year term | Value only if stock price exceeds strike; exercise price $166.62 on 2/27/2024 grant | $462,438 (grant-date fair value) |
2024 NEO additional equity: $200,000 supplemental award for Kapples (allocated pro-rata across PSUs/RSUs/options consistent with annual mix) .
Prior PSU Payouts (Performance Realization)
| Grant Year | Performance Period | Metrics | Payout |
|---|---|---|---|
| 2022 PSUs | FY22–FY24 | Adjusted revenue (70%), adjusted EBIT (30%) | 169% of target based on 3-year results |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of Mar 26, 2025) | 36,842 shares | Includes 17,730 options exercisable within 60 days |
| Ownership as % of Shares Outstanding | ~0.052% | 36,842 / 70,361,846 shares |
| RSUs Unvested (12/31/2024) | 2,775 | 2024 RSUs vest annually (first tranche 2/27/2025) |
| PSUs Outstanding (unearned) | 11,102 | 2024 PSUs; reported at maximum for disclosure; actual payout performance-dependent |
| Options Outstanding – Exercisable | 5,278 @ $95.43 (exp. 4/1/2029); 3,141 @ $202.64 (exp. 2/10/2030); 2,439 @ $279.69 (exp. 2/17/2031); 1,885 @ $264.69 (exp. 2/28/2032); 785 @ $276.36 (exp. 2/28/2033) | |
| Options Outstanding – Unexercisable | 2,358 @ $276.36 (exp. 2/28/2033); 6,649 @ $166.62 (exp. 2/27/2034) | |
| Anti-Hedging/Pledging | Prohibited; no short sales, derivatives, margin, or pledging (unless specifically pre-approved; policy states no hedging/pledging) | |
| Ownership Guidelines | Executives: 3x base salary; must hold 50% of net after-tax shares until guideline met; all executives in compliance (subject to phase-in) |
2024 vesting/transactions:
- No option exercises by NEOs in 2024 .
- Stock vested (RSUs/PSUs) for Kapples: 3,745 shares; realized value $694,972 (based on vest-date prices) .
Employment Terms
| Provision | Senior Vice President (Kapples) | Details |
|---|---|---|
| Severance (non-CIC) | 1x base salary; 1x target annual bonus (installments); prorated AIP bonus; up to 12 months health/dental at employee rates; up to $25,000 outplacement | Triggered upon involuntary termination other than cause, disability, death |
| Change-in-Control (CIC) | 2x base salary; 2x higher of target bonus or prior year actual; prorated AIP bonus; 24 months health coverage; $25,000 outplacement; full acceleration of all outstanding equity | Applies if terminated without cause or resigns for good reason within 2 years after or 60 days before a CIC |
| Equity Treatment (death/disability) | Full vesting of options, RSUs, PSUs | Plan terms provide full vesting |
| Non-Compete/Non-Solicit/Confidentiality | 12-month post-employment non-compete and non-solicit; confidentiality and IP assignment obligations | Standard executive agreement terms |
| Clawback Policy | Mandatory recoupment for restatements per SEC Rule 10D-1; recovery of excess incentive compensation paid in prior 3 fiscal years | Applies to current/former executives |
| Tax Gross-Ups | None on CIC payments; plan uses “best after-tax” reduction if 280G excise tax would apply | Shareholder-friendly design |
Compensation Structure vs. Performance Metrics
| Component | Weighting/Target | 2024 Actual | Payout/Implication |
|---|---|---|---|
| AIP Adjusted Revenue (constant currency) | 60% | $2,074.1M | 181% payout (revenue strength) |
| AIP Adjusted EBIT | 20% | $307.0M | 185% payout (profitability outperformance) |
| AIP Strategic Metrics | 20% total | New starts > target; innovation 4/4 milestones; culture achieved | Weighted 32.1% contribution; overall 177.8% factor |
| PSUs (FY24–FY26) | 70% revenue; 30% EBIT; 0–200% payout | In flight | Three-year design aligns to growth/profitability; 2025 adds ±25% TSR modifier for PSUs |
Compensation & Ownership Tables (Multi-Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,087,347 | $1,087,200 | $1,387,278 |
| Option Awards ($) | $362,448 | $362,451 | $462,438 |
| All Other Compensation ($) | $9,674 | $9,900 | $10,350 |
| Total Compensation ($) | $2,325,362 | $2,472,894 | $2,905,096 |
Compensation Peer Group (Benchmarking context)
Insulet benchmarks against a curated medtech/life sciences peer group including Align Technology, DexCom, IDEXX, Hologic, Masimo, ResMed, Shockwave Medical, Teleflex, Bio-Techne, Exact Sciences, Neurocrine, Seagen, Aspen Technology, and Guidewire (50th percentile revenue ~$2.17B; market cap ~$12.1B; Insulet at $1.465B TTM revenue, $20.096B market cap at the time of review), supporting competitive but performance-oriented pay design .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval in 2024: ~96% support for 2023 executive compensation program .
- Ongoing shareholder engagement and governance practices, including independent comp consultant (Pearl Meyer), robust ownership guidelines, anti-hedging/pledging, double-trigger CIC, and clawback policy .
Investment Implications
- Pay-for-performance alignment: Kapples’ incentive mix is heavily variable and long-term (PSUs/Options/RSUs), tied to adjusted revenue/EBIT outcomes; 2024 AIP payout (177.8%) and 2022 PSU vesting (169%) reflect strong execution across growth and profitability .
- Insider selling pressure: No option exercises in 2024; significant in-the-money options exist versus $261.07 year-end price (e.g., strikes $95.43–$279.69), with upcoming vesting from 2024 RSUs/options potentially adding supply; anti-hedging/pledging policies mitigate misalignment risk .
- Retention/cost of change: Standard severance (1x salary+bonus) and strong double-trigger CIC (2x salary+bonus with full acceleration) suggest adequate retention; no excise gross-ups and clawback regime are shareholder-friendly .
- Alignment and governance: Compliance with 3x salary ownership guideline and prohibited hedging/pledging reinforce alignment; TSR modifier added to PSUs in 2025 further tightens linkage to shareholder returns .