Luciana Borio

About Luciana Borio

Independent Class I director at Insulet (PODD) since October 2021; age 54. An M.D. with deep U.S. FDA, biodefense, and public‑health credentials, she is a venture partner at ARCH Venture Partners and brings a strong regulatory and scientific perspective to the Board . She serves on three committees (Talent & Compensation; Nominating, Governance & Risk; Science & Technology) and is designated independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: Independent director under Nasdaq; all statutory committees composed solely of independents .
• Committees and roles (Insulet):
  • Nominating, Governance & Risk – Member (committee chaired by Timothy J. Scannell)
  • Talent & Compensation – Member (committee chaired by Elizabeth H. Weatherman)
  • Science & Technology – Member (committee chaired by Wayne A.I. Frederick)
• Board class/tenure: Class I; term expires at 2026 annual meeting .
• Attendance: 100% of Board and committee meetings in FY2024; attended 2024 annual meeting .
• Board leadership: Independent Board Chair (Timothy J. Scannell); regular executive sessions of independent directors after each regularly scheduled meeting .
• Risk oversight link: As a Governance Committee member, participates in oversight of regulatory compliance, ESG/sustainability, and cybersecurity .
• Overboarding policy: ≤5 public boards for non‑CEOs; she appears within policy limits .

Fixed Compensation (Director)

Compensation structure (effective Q2 2024):

• Annual cash retainer: $70,000 for all non‑employee directors .
• Additional cash retainers:
  • Committee Chairs: Audit $25,000; Nominating/Governance/Risk $15,000; Talent & Compensation $20,000; Science & Technology $15,000 .
  • Committee Members (non‑chairs): Audit $12,500; Nominating/Governance/Risk $5,000; Talent & Compensation $10,000; Science & Technology $5,000 .
• Equity: Annual RSU grant with grant‑date fair value $250,000 at each annual meeting; vests fully the following April 30 .
• Initial equity on joining Board: $300,000 RSUs vesting 50%/25%/25% annually .
• Deferral: Optional cash‑to‑equity and RSU settlement deferral via Director Deferred Compensation Plan .

2024 actual director pay (Insulet):

Stock ownership guidelines (Board): 5x annual cash retainer (increased in May 2024); directors and executives are in compliance subject to phase‑in .

Performance Compensation

• Not applicable for non‑employee directors: equity awards are time‑based RSUs; no performance metrics apply to director equity .

Other Directorships & Interlocks

Expertise & Qualifications

• Regulatory and scientific expert (former FDA Acting Chief Scientist; NSC biodefense director) with direct experience in pandemic responses (H1N1, Ebola, Zika) .
• Investment/innovation lens via ARCH Venture Partners; academic/public‑policy contributions at Johns Hopkins and CFR .
• Education: M.D. (George Washington University); B.S. in Zoology (George Washington University) .

Equity Ownership

Insider Trades (Form 4s)

Notes: Transactions reflect routine annual equity awards and modest open‑market sales; post‑transaction holdings remain de minimis relative to shares outstanding .

Governance Assessment

• Positives for investor confidence:
  • Independent, multi‑committee director with 100% FY2024 attendance and participation in executive sessions; strong oversight coverage across compensation, governance/ESG/cyber, and science/technology .
  • Regulatory/public‑health depth is directly relevant to a global med‑tech franchise; enhances risk and compliance oversight .
  • Director pay structure balanced (cash + time‑based RSUs), robust stock ownership guidelines (5x retainer), and prohibitions on hedging/pledging align interests and limit risk .
  • No related‑party transactions involving Borio disclosed; only RPTs related to a distributor linked to another director’s spouse and administrative services by Fidelity .
  • Compensation Committee engages an independent advisor (Pearl Meyer); no interlocks in 2024; strong say‑on‑pay support (~96% in 2024) supports compensation governance credibility, where she is a committee member .
• Watch items:
  • Venture capital affiliation (ARCH) can present potential conflicts if portfolio companies transact with Insulet; none disclosed to date—continue monitoring RPT disclosures annually .
  • Modest periodic share sales around regular grant cycles appear routine; continue to monitor for unusual trading patterns pre/ post material events (none indicated here) (see Form 4 URLs above).

Director Compensation Reference (Structure)

Related‑Party and Risk Controls

• Related‑party policy administered by Audit Committee; only two 2024 RPTs disclosed (distributor related to another director’s spouse; Fidelity plan administration); none involving Borio .
• Clawback policy compliant with Rule 10D‑1; ownership policy increased in 2024; hedging/pledging prohibited .

Appendix: Board & Committee Meeting Counts (FY2024)