Timothy Scannell
INSULETAbout Timothy J. Scannell
Independent Board Chair of Insulet (PODD); age 60; director since August 2014; Board Chair since January 2019. Former President & COO of Stryker with three decades in medtech operating roles; holds a BBA and MBA from the University of Notre Dame. Current public company directorships include NovoCure Limited and Masimo Corporation; former boards include Exact Sciences, Molekule Group, and Renalytix. Class II director with current term expiring at the 2027 annual meeting; the Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | President & Chief Operating Officer | Aug 2018 – Sep 2021 | Led MedSurg/Neurotechnology businesses; extensive operating leadership |
| Stryker Corporation | Executive Advisor | Oct 2021 – Mar 2023 | Executive advisory to medtech business |
| Stryker Corporation | Group President (MedSurg & Neurotechnology) | 2009 – Aug 2018 | Oversaw segment P&L and growth |
| Stryker Corporation | Various leadership roles (sales/marketing; VP & GM Biotech; President, Spine) | 1990 – 2009 | Progressive commercial/GM roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NovoCure Limited | Director | Current | Public medtech board service |
| Masimo Corporation | Director | Current | Public medtech board service |
| Exact Sciences Corporation | Director | Former | Former public medtech/diagnostics board service |
| Molekule Group, Inc. | Director | Former | Former public company board service |
| Renalytix plc | Director | Former | Former public company board service |
Board Governance
- Board Chair; independent director. Serves as Chair of the Nominating, Governance and Risk Committee; not assigned to Audit, Talent & Compensation, or Science & Technology Committees.
- Class II director; current term ends at the 2027 annual meeting.
- Attendance and engagement: Board met 5 times in FY2024; all directors attended 100% of their Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet after all regular Board meetings; the independent Chair (Scannell) presides.
- Governance framework: Majority voting policy for uncontested elections; director overboarding policy (non-CEO directors ≤5 public boards); robust stock ownership guidelines; anti-hedging/anti-pledging policy; proxy access.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board retainer (non-employee) | $70,000 | Increased from $60,000 effective Q2 2024 |
| Independent Board Chair retainer | $100,000 | Increased from $62,500 effective Q2 2024 |
| Committee Chair – Nominating, Governance & Risk | $15,000 | Annual chair fee |
| Committee membership fees | Various | Audit $12,500; Talent & Compensation $10,000; NG&R $5,000; S&T $5,000 |
| 2024 Fees Earned (Scannell) | $164,464 | Cash fees earned in 2024 |
Performance Compensation
| Component | Amount/Structure | Vesting |
|---|---|---|
| Annual Director RSU grant | $250,000 grant-date fair value | Fully vests on April 30 of the first year following grant |
| Initial Director RSU grant (for new directors) | $300,000 grant-date fair value | 50% on 1st anniversary; 25% on 2nd; 25% on 3rd |
| 2024 Stock Awards (Scannell) | $249,890 | Grant-date fair value of 2024 director RSU award |
Company incentive metrics used for executive pay (Board oversight of pay-for-performance):
| Metric | Weight | Target/Design | 2024 Actual/Result | Payout impact |
|---|---|---|---|---|
| Adjusted Revenue (AIP) | 60% | Target $1,953M | $2,074M (106% to target) | 181% payout on metric |
| Adjusted EBIT (AIP) | 20% | Target $236M | $307M (130% to target) | 185% payout on metric |
| Strategic goals (AIP) | 20% | New customer starts, innovation milestones, people/culture | 111%/200%/130% to target | Weighted 32.1% of overall payout |
| Overall AIP payout | — | — | — | 177.8% of target |
| PSUs (LTI) | 70% Adj. Revenue; 30% Adj. EBIT | 3-year (2024–2026) cumulative goals; linear 50–200% | — | PSU payout factor 50–200% based on goals |
Notes: Director equity is time-based RSUs (no performance metrics); AIP/PSU metrics apply to executives and are included for compensation governance context.
Other Directorships & Interlocks
| Company | Role | In Insulet’s 2024 Compensation Peer Group? |
|---|---|---|
| NovoCure Limited | Director | Yes |
| Masimo Corporation | Director | Yes |
- Insight: Scannell sits on boards of two companies in Insulet’s compensation peer group (Masimo, NovoCure), which is relevant to potential information flow and benchmarking dynamics; no interlocks or insider participation were reported for Insulet’s Talent & Compensation Committee in 2024.
Expertise & Qualifications
- Deep medtech operating expertise (Stryker President & COO; prior group president and business unit leadership).
- Board leadership as independent Chair; ESG, risk, and cybersecurity oversight via Chairing the Nominating, Governance & Risk Committee.
- Academic credentials: BBA and MBA, University of Notre Dame.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares beneficially owned (3/26/2025) | 30,586 shares |
| RSUs outstanding (as of 12/31/2024) | 1,380 (director RSUs) |
| Options outstanding (director compensation) | 0 (Scannell) |
| Ownership as % of shares outstanding | ~0.043% (30,586 ÷ 70,361,846) |
- Stock ownership guidelines: Directors recommended to hold ≥5x annual cash retainer; subject to phase-in, all directors and executives are in compliance.
- Anti-hedging/anti-pledging: Company policy prohibits short sales, derivatives, margin, or pledging of Company securities (director/officer).
Governance Assessment
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Strengths
- Independent Board Chair structure; all statutory committees comprised solely of independent directors; Scannell leads agenda-setting and executive sessions.
- 100% Board/committee attendance in 2024; regular executive sessions chaired by Scannell.
- Robust shareholder-friendly policies: majority voting (with resignation policy), proxy access, no hedging/pledging, no poison pill, clawback policy aligned with Rule 10D-1.
- Director compensation mix emphasizes equity (2024: $249,890 stock vs. $164,464 cash for Scannell), aligning interests with shareholders.
- Strong say-on-pay support (96% in 2024), indicating broad investor endorsement of compensation governance.
-
Watch items / potential conflicts
- Dual service on Masimo and NovoCure boards—both in Insulet’s compensation peer group—may raise perception questions around benchmarking interlocks; mitigate via independent Compensation Committee and explicit statement of no interlocks in 2024.
- Related-party transactions disclosed for another director (Hopfield’s spouse employed by a distributor’s parent; $587.8M revenue through that distributor in 2024), but none identified involving Scannell. Oversight resides with the Audit Committee under the Related Party Transaction policy.
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Director pay structure and alignment
- Clear, market-benchmarked program: $70k Board retainer; $100k Independent Chair retainer; $15k NG&R Chair; $250k RSU annual grant; ability to defer under the Directors’ Deferred Compensation Plan.
- Non-employee director compensation cap under the new 2025 equity plan ($900k; $1.5M for chair/lead director in year of designation).
-
Committee effectiveness
- NG&R Committee (chaired by Scannell) oversees regulatory compliance, ESG, sustainability, risk, and cybersecurity; conducts annual Board and committee self-evaluations and succession planning.
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Overall implication for investor confidence
- Independent chairmanship, full attendance, and shareholder-aligned policies support board effectiveness. The peer-group dual directorships warrant monitoring but are balanced by independent committee structures and explicit disclosure of no compensation committee interlocks.