Timothy Stonesifer
INSULETAbout Timothy C. Stonesifer
Independent Class I director since January 2024; age 57. Currently Chief Financial Officer of Alcon Inc. (since April 2019). Previously CFO at Hewlett Packard Enterprise (2015–2018), CFO of GM International Operations (2011–2014), CFO at SABIC Innovative Plastics and Algeco Scotsman, with earlier roles at GE. BA in Economics from the University of Michigan. Serves as Audit Committee Chair and is designated as an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcon Inc. | Chief Financial Officer | Apr 2019–present | Public company CFO; global capital markets and financial oversight |
| Hewlett Packard Enterprise | EVP & CFO | Nov 2015–Sep 2018 | Led separation-era finance; large-scale corporate finance |
| HP Co. | SVP & CFO, Enterprise Group | 2014–2015 | Segment finance leadership |
| General Motors | CFO, International Operations | 2011–2014 | Global operations finance |
| Algeco Scotsman | CFO | 2010–May 2011 | Corporate finance for storage company |
| SABIC Innovative Plastics (formerly GE Plastics) | CFO | 2007–2010 | Industrial CFO; restructuring and operations |
| General Electric | Various finance roles | 1989–2007 | Progressive finance leadership |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Alcon Inc. | Chief Financial Officer | Not disclosed | Operating executive with potential time-commitment considerations; no related-party transactions with Insulet disclosed |
Board Governance
- Independence: Board determined Stonesifer is independent under Nasdaq rules; statutory committees comprised solely of independent directors .
- Committee assignments: Audit Committee Chair; committee members include Michael Minogue and Flavia Pease; Stonesifer, Minogue, and Pease each qualify as “audit committee financial experts” .
- Board class and term: Class I director; term runs to 2026 Annual Meeting .
- Attendance: Board met 5 times in 2024; each director attended 100% of Board and committee meetings; Audit, Governance, and Talent committees met 7, 4, and 4 times, respectively .
- Executive sessions: Independent directors meet after all regularly scheduled Board meetings, chaired by independent Board Chair .
- Leadership: Independent Board Chair; strong governance practices including proxy access, majority voting policy, anti-hedging/pledging, and director overboarding policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Effective Q2 2024 after benchmarking update |
| Committee Chair retainer (Audit) | $25,000 | Stonesifer as Audit Chair |
| Committee member retainer (Audit) | $12,500 | Not applicable when serving as Chair |
| Board Chair retainer (if applicable) | $100,000 | Not applicable to Stonesifer |
| 2024 cash fees paid (Stonesifer) | $57,582 | Actual fees earned in 2024 |
Performance Compensation
| Equity Element | Grant Policy | Vesting | 2024 Awarded (Stonesifer) |
|---|---|---|---|
| Annual RSU award | $250,000 fair value at each Annual Meeting | Fully vests April 30 of year following grant | Included in $549,842 stock awards total |
| Initial RSU award (on joining Board) | $300,000 fair value | 50% year 1; 25% year 2; 25% year 3 | Included in $549,842 stock awards total |
| Deferred compensation elections | Optional deferral of cash fees and RSU settlement | Per Non-Employee Director Deferred Compensation Plan | No deferral election disclosed for Stonesifer |
Performance metrics used in company incentive programs (for executive pay oversight):
- AIP: Adjusted Revenue (60%), Adjusted EBIT (20%), Strategic measures (20%) with defined targets/payout curves; FY24 overall payout factor 177.8% .
- PSUs: Three-year cumulative Adjusted Revenue (70%) and Adjusted EBIT (30%) with threshold/target/maximum goals; TSR modifier added for 2025 cycle .
Other Directorships & Interlocks
| Company | Role | Interlock/Transactions |
|---|---|---|
| None disclosed | — | No Insulet related-party transactions involving Stonesifer; related-party items in proxy involve a distributor linked to another director’s spouse and Fidelity administrative services . |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” under SEC rules; extensive CFO background across global public companies .
- Industry experience: Medical device CFO at Alcon; prior industrial and tech sector finance roles (GE, SABIC, HP/HPE, GM) providing broad regulatory and capital markets perspective .
- Education: BA in Economics, University of Michigan .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Timothy C. Stonesifer | 2,115 | <1% | Mar 26, 2025 | Includes 1,380 shares issuable upon RSUs vesting within 60 days |
| RSUs outstanding (12/31/2024) | 2,851 | — | Dec 31, 2024 | Board RSUs outstanding; 0 options outstanding |
Policy alignment:
- Director stock ownership guideline: 5× annual cash retainer; subject to phase-in, all directors in compliance .
- Anti-hedging/pledging: Prohibited absent pre-approval; short sales, derivatives, margin/pledge barred .
Governance Assessment
- Strengths: Independent Audit Chair with SEC financial expert status and deep CFO experience across complex multinationals; 100% attendance; robust anti-hedging/pledging and clawback policies; enhanced director ownership guidelines (5× retainer) support alignment .
- Pay structure: Director compensation mix combines modest cash fees with time-based RSUs (annual + initial), promoting alignment without short-term risk-taking; deferral program available to further long-term orientation .
- Conflicts/related parties: No related-party transactions involving Stonesifer disclosed; existing related-party item pertains to another director’s spouse (distributor) and third-party admin services (Fidelity) handled under Audit Committee policy .
- Capacity risk: As a sitting public-company CFO, time commitments warrant monitoring versus Insulet’s overboarding policy (non-CEO directors limited to ≤5 public boards; CEOs ≤2). Stonesifer’s role is CFO (not CEO), within policy bounds; continued 100% attendance mitigates risk .
- Oversight of pay for performance: Board and Talent & Compensation Committee use Adjusted Revenue/EBIT and multi-year PSUs; addition of relative TSR modifier in 2025 strengthens external alignment; Audit Chair role enhances control environment oversight .