Wayne Frederick
INSULETAbout Wayne A. I. Frederick
Wayne A.I. Frederick, M.D., age 53, has served as an independent director of Insulet (PODD) since October 2020. He is President Emeritus of Howard University and, since Nov 2, 2024, Interim CEO of the American Cancer Society; he is a practicing cancer surgeon and academic with BS, MD, and MBA degrees from Howard University . He is independent under Nasdaq standards and attended 100% of Board and committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard University | President; later President Emeritus; Charles R. Drew Professor of Surgery | President 2014–2023; Emeritus thereafter | Led a major academic medical institution; research focus on disparities in cancer outcomes |
| American Cancer Society / ACS CAN | Interim CEO | Since Nov 2, 2024 | Executive leadership of national nonprofit; previously served on ACS Board |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Humana Inc. | Director | Yes | Current public company board |
| Workday, Inc. | Director | Yes | Current public company board |
| Tempus AI, Inc. | Director | Yes | Current public company board |
| Mutual of America | Senior Independent Director | No (mutual insurer) | Recently appointed |
| Boston Consulting Group | Advisor | N/A | Advisory role |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director under Nasdaq standards |
| Board tenure | Director since 2020 (Class II; term expires 2027) |
| Attendance | 100% of Board and relevant committee meetings in FY2024 |
| Committee assignments | Nominating, Governance & Risk (member); Talent & Compensation (member); Science & Technology (Chair) |
| Committee meeting cadence (FY2024) | Audit 7; Nominating/Governance 4; Talent & Compensation 4 meetings |
| Executive sessions | Independent directors meet after each regular Board meeting; chaired by independent Board Chair |
| Overboarding policy | Non-CEO directors should not serve on >5 public boards; his current 3 public boards + Insulet comply |
Fixed Compensation (Director)
| Component | Program Terms | Wayne Frederick 2024 Amount |
|---|---|---|
| Board cash retainer | $70,000 annual retainer (increased in Q2 2024) | Included within cash total |
| Committee chair retainers | Audit $25k; Nominating/Governance $15k; Talent & Compensation $20k; Science & Tech $15k | As Science & Technology Chair, eligible for $15k |
| Committee member retainers | Audit $12.5k; Nominating/Governance $5k; Talent & Compensation $10k; S&T $5k | Member of Nominating/Governance and Talent & Compensation |
| Annual equity grant (RSUs) | $250,000 grant; vests by April 30 the following year | $249,890 (grant date fair value) |
| Initial equity grant (new directors) | $300,000 RSUs; 50%/25%/25% vesting over 3 years | N/A in 2024 |
| 2024 Director compensation | Cash fees and equity per policy above | Cash: $81,071; Stock awards: $249,890; Total: $330,961 |
| Deferral elections | Directors may defer cash and/or RSU settlement; Dr. Frederick elected to defer his 2024 and 2025 Annual Awards | Elected deferral |
Performance Compensation
Non-employee directors do not receive performance-based pay; they receive cash retainers and time-based RSUs. Key equity terms:
- Annual Award: $250,000 in RSUs; vest fully by April 30 of the year following grant .
- Initial Award (new directors): $300,000 in RSUs; 50%/25%/25% over three years .
- Deferral: Dr. Frederick elected to defer settlement of RSUs for 2024 and 2025 Annual Awards .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public company boards | Humana; Workday; Tempus AI |
| Compensation Committee interlocks (Insulet) | None in 2024; no executive officer interlocks disclosed |
| Related-party transactions | Proxy discloses two related-party transactions (distributor affiliation and Fidelity services); none involve Dr. Frederick |
Expertise & Qualifications
- Clinical and academic leadership: practicing cancer surgeon; expertise in healthcare disparities and medical education .
- Governance and risk: Chairs Insulet’s Science & Technology Committee; serves on Governance and Compensation committees .
- Broad corporate experience: service on multiple public company boards in healthcare and technology (Humana, Workday, Tempus AI) .
- Education: BS, MD, MBA (Howard University) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 26, 2025) | 3,231 shares | Includes 1,380 RSUs vesting within 60 days; settlement deferred |
| % of shares outstanding | ~0.005% | Calculated as 3,231 / 70,361,846 shares outstanding (as of Mar 26, 2025) |
| Options held (12/31/2024) | 0 | Director options outstanding table shows none for Wayne |
| Unvested RSUs (12/31/2024) | 1,380 | Director table shows 1,380 RSUs outstanding |
| Ownership guidelines | Directors: 5x annual cash retainer; all directors in compliance | |
| Hedging/pledging | Prohibited; pledging only if specifically pre-approved by T&C Committee |
Recent Form 4 Activity (Dr. Frederick)
| Filing date | Transaction date | Type | Shares | Price | Post-transaction holdings | Source |
|---|---|---|---|---|---|---|
| 2025-05-27 | 2025-05-22 | A (RSU award) | 778 | $0.00 | 4,009 | https://www.sec.gov/Archives/edgar/data/1145197/000112760225015644/0001127602-25-015644-index.htm |
| 2025-03-26 | 2025-03-25 | S (Sale) | 1,825 | $275.00 | 3,231 | https://www.sec.gov/Archives/edgar/data/1145197/000112760225010481/0001127602-25-010481-index.htm |
Governance Assessment
- Strengths
- Independent director with 100% attendance and active committee leadership (S&T Chair; member of Governance and Compensation), supporting robust oversight of innovation, risk, and pay practices .
- Clear alignment mechanisms: equity retainer with vesting, director ownership guideline of 5x cash retainer (Board states all directors, including Dr. Frederick, are in compliance), and anti-hedging/anti-pledging policy .
- No related-party transactions involving Dr. Frederick; Compensation Committee disclosed no interlocks in 2024; independent compensation consultant (Pearl Meyer) engaged for executive pay .
- Monitoring points
- Multiple external public boards (Humana, Workday, Tempus AI) increase time demands; however, he remains within Insulet’s overboarding policy (≤5 public boards for non-CEOs) .
- Modest open-market sale in March 2025; continued small absolute share ownership typical for independent directors; ongoing compliance with ownership guidelines noted at the Board level (Form 4: https://www.sec.gov/Archives/edgar/data/1145197/000112760225010481/0001127602-25-010481-index.htm).
Compensation Committee Analysis (as it relates to Dr. Frederick’s role)
- Committee composition: Elizabeth H. Weatherman (Chair), Luciana Borio, Wayne A.I. Frederick—each independent .
- Consultant: Pearl Meyer & Partners served as independent advisor during 2024; Committee reviews peer groups, pay design, and risk assessments annually .
- Pay governance practices: Stock ownership requirements (raised in 2024), double-trigger CIC, clawback, no hedging/pledging, and caps on incentives (for executives) .
Company Shareholder Signals (context)
- Say-on-pay support: 96% approval in 2024, indicating broad investor support for Insulet’s executive pay program design .
Policies & Controls Relevant to Director Alignment
- Stock ownership guidelines: Directors 5x cash retainer; all directors reported as in compliance .
- Anti-hedging/pledging: Prohibited; pledging requires specific pre-approval .
- Majority voting policy: Directors receiving more “withhold” than “for” in uncontested elections must tender resignation for Board consideration .
- Proxy access: 3% ownership for 3 years; up to greater of 2 nominees or 20% of Board .
Potential Conflicts or Related-Party Exposure
- No related-party transactions disclosed involving Dr. Frederick; disclosed related-party items in 2024 involved another director’s spouse’s employer and administrative services providers .
Notes: All dollar values and governance data are sourced from Insulet’s 2025 definitive proxy statement; insider trade entries link to the SEC Form 4 filings for Dr. Frederick.