Michael Minogue
INSULETAbout Michael R. Minogue
Age 58; Independent Director of Insulet (NASDAQ: PODD) since August 2017 and member of the Audit Committee. Former Chairman, President and CEO of Abiomed (2004–sale in Dec 2022); 11 years at GE Healthcare with three patents; U.S. Army officer (Airborne, Ranger, Desert Storm, Bronze Star). Education: B.S. in Engineering Management, United States Military Academy (West Point); MBA, University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abiomed, Inc. | Chairman, President & CEO | 2004–Dec 2022 | Led global healthcare technology; company sold in 2022 |
| GE Healthcare | Various leadership roles; inventor | 11 years (prior to Abiomed) | Holds three patents; senior operational roles |
| AdvaMed (industry association) | Board Director; Chairman | Director 2007–2023; Chair 2021–2023 | Industry leadership; advocacy for medtech |
| LifeCell; Bioventus; MDIC | Board Director | Prior years (not specified) | Governance in medical device innovation |
| Governor’s Advisory Council on Veterans’ Services (MA) | Chairman | Prior years (not specified) | Public service leadership |
| MedTechVets (501(c)(3)) | Co-founder; Chairman (8 years); Director | Ongoing | Veteran mentorship network in medtech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Minogue Consulting, LLC | President & CEO | Current | Advisory/consulting |
| Heartwork Capital, LLC | President & CEO | Current | Investment/consulting |
| Public company boards | — | Current | None disclosed; former Abiomed director |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee comprises Stonesifer (Chair), Minogue, Pease . He also serves on an ad hoc Transactions Committee (members: Weatherman (Chair), Frederick, Hopfield, Minogue) .
- Independence: The Board determined Minogue is independent under Nasdaq standards .
- Attendance: In FY2024, each director attended 100% of Board and applicable committee meetings; Board met 5 times; Audit met 7 times .
- Audit Committee financial expert: Stonesifer, Minogue, and Pease each qualify as “audit committee financial expert” under SEC rules .
- Executive sessions: Independent directors meet after all regular Board meetings; chaired by independent Board Chair .
- Class structure and tenure: Class I director; term expires at 2026 annual meeting .
Fixed Compensation
| Component | Amount | Vesting/Timing |
|---|---|---|
| Annual Board retainer (cash) | $70,000 | Paid quarterly in arrears |
| Audit Committee member retainer (cash) | $12,500 | Paid quarterly in arrears |
| Annual Director RSU grant | $250,000 fair value | Vests fully on April 30 following grant |
| Initial Director RSU (new directors) | $300,000 fair value | Vests 50%/25%/25% over 3 years |
2024 actual compensation for Michael Minogue:
| Item | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $76,071 |
| Stock awards (grant-date fair value) | $249,890 |
| Total | $325,961 |
Stock ownership guidelines (Directors): Own Company stock equal to at least 5x annual cash retainer; subject to phase-in, all Directors are in compliance .
Performance Compensation
| Performance Metrics Used for Director Compensation | Details |
|---|---|
| None disclosed | Non-employee Director equity awards are time-based RSUs; no performance metrics apply to Director RSUs |
Deferred compensation elections (Directors): The Company offers a deferred compensation plan for non-employee directors; 2024/2025 deferrals disclosed for other directors (Frederick, Pease). No deferral election disclosure for Minogue .
Other Directorships & Interlocks
| Entity | Relationship |
|---|---|
| Insulet ad hoc Transactions Committee | Member alongside Weatherman (Chair), Frederick, Hopfield; involvement in transactional oversight |
| Related-party transactions | None disclosed involving Minogue; transactions disclosed involve a distributor related to Hopfield’s spouse and Fidelity service arrangements |
Expertise & Qualifications
- Senior medtech operator and innovator; three patents; prior GE Healthcare leadership .
- Industry governance leadership (AdvaMed Chair 2021–2023) .
- Audit Committee financial expert designation .
- Military leadership pedigree (Bronze Star; Airborne; Ranger) .
- Academic credentials: West Point (B.S. Engineering Management); University of Chicago Booth (MBA) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 26, 2025) | 19,679 shares | Includes 14,073 via trusts; 4,226 options exercisable within 60 days; 1,380 RSUs vesting within 60 days |
| Shares outstanding (record date) | 70,361,846 | As of Mar 26, 2025 |
| Ownership as % of shares outstanding | ~0.028% | Computed from 19,679/70,361,846; source values cited |
| Options outstanding (Director compensation table, 12/31/2024) | 4,226 | Director-level options count |
| Unvested RSUs at 12/31/2024 | 1,380 | Director RSUs outstanding |
| Anti-hedging/pledging policy | Hedging and pledging prohibited (unless pre-approved for pledging); short sales and derivatives barred | |
| Ownership guidelines compliance | All Directors compliant (subject to phase-in) | Board policy statement |
Insider Trades (Form 4) – Recent Grants and Gifts
| Transaction Date | Type | Shares | Post-transaction Holdings | Direct/Indirect | SEC Link |
|---|---|---|---|---|---|
| 2024-05-22 | Award (RSU) | 1,380 | 2,223 | — | https://www.sec.gov/Archives/edgar/data/1145197/000112760224016460/0001127602-24-016460-index.htm |
| 2024-06-04 | Gift | 843 | 4,614 (acq) | — | https://www.sec.gov/Archives/edgar/data/1145197/000112760224017916/0001127602-24-017916-index.htm |
| 2024-06-04 | Gift | 843 | 1,380 (disp) | — | https://www.sec.gov/Archives/edgar/data/1145197/000112760224017916/0001127602-24-017916-index.htm |
| 2025-05-22 | Award (RSU) | 778 | 2,158 | Direct | https://www.sec.gov/Archives/edgar/data/1145197/000112760225015651/0001127602-25-015651-index.htm |
| 2025-08-19 | Gift | 9,459 | 11,617 (acq); 2,158 / 778 / 0 (disp across forms) | Direct/Indirect | https://www.sec.gov/Archives/edgar/data/1145197/000114519725000046/0001145197-25-000046-index.htm |
| 2025-08-21 | Gift | 1,380 | 15,453 (acq); 778 (disp) | Direct/Indirect | https://www.sec.gov/Archives/edgar/data/1145197/000114519725000046/0001145197-25-000046-index.htm |
Notes: Transactions reflect annual RSU awards and subsequent gifts/transfers; records show both direct and indirect holdings updates in the filings (see linked SEC Form 4s).
Governance Assessment
- Board effectiveness and engagement: Strong attendance (100%), independent status, and service on Audit and Transactions committees indicate active oversight. Audit Committee “financial expert” credential strengthens financial reporting oversight .
- Compensation structure and alignment: Director pay is conventional (cash retainer plus time-based RSUs). 2024 pay of $325,961 with $249,890 equity supports long-term alignment; ownership guidelines at 5x cash retainer apply, and Directors are stated as compliant .
- Ownership signals: Beneficial ownership was 19,679 shares as of the 2025 record date with options and RSUs; multiple gifts/transfers in 2024–2025 modestly reduced direct holdings. While gifts to trusts/family are not misaligned per se, continued monitoring of ownership levels versus guidelines is prudent (see Form 4 links; Board policy indicates anti-hedging/pledging) (Form 4 links above).
- Conflicts/related-party exposure: No Minogue-related related-party transactions disclosed; notable related-party dealing involves a distributor associated with another director’s spouse, approved at arm’s length terms .
- Shareholder sentiment and compensation governance context: Say-on-pay support at ~96% in 2024 reflects positive investor sentiment toward Insulet’s pay practices, albeit focused on executives rather than directors .
Red flags to watch:
- Significant gifting/transfers can reduce visible “skin-in-the-game”; ensure ongoing compliance with ownership guidelines and absence of pledging/hedging (Form 4 links above).
- Overboarding risk appears low; no current public company board service disclosed; company policy caps at five public boards for non-CEOs .