Inogen (NASDAQ: INGN) appoints new CFO and growth-focused commercial leaders

Rhea-AI Filing Summary

Inogen, Inc. announced a leadership transition and new executive hires while reaffirming its first quarter and full-year 2026 financial outlook. Jason Richardson will become Executive Vice President, Chief Financial Officer and Treasurer on April 6, 2026, succeeding Michael Bourque, who will remain as a senior advisor through June 30, 2026.

Richardson’s employment agreement includes a $525,000 annual base salary, a 70% target bonus, $100,000 in cash sign-on and retention bonuses, and equity awards covering 200,000 shares split between time-based and performance-based restricted stock units, with potential overachievement up to 150,000 PSUs. The agreement provides severance and COBRA-related benefits if he is terminated without cause or resigns for good reason, with enhanced salary continuation during a defined change-of-control period.

Inogen also appointed Dominic Hulton as Chief Marketing Officer effective April 1, 2026, and recently added Corey Moritz as Vice President, U.S. Business to Business Sales. The company highlights these appointments as supporting its next phase of growth and notes continued use of its investor relations website for material disclosures.

Insights

Equity compensation and governance analyst

Inogen reshapes its senior team, pairing a new CFO hire with sizable but standard performance-linked incentives.

Inogen is installing an experienced medical-device finance executive as CFO with a package that blends cash, time-based equity, and performance-based equity. The 70% target bonus and 200,000-share RSU/PSU mix align his pay with both ongoing service and multi-year performance outcomes.

Severance terms provide 12 months of salary and COBRA-related support for qualifying terminations, doubling salary continuation to 24 months during a defined change-of-control window. This is fairly typical for senior executives and is structured around “without cause” or “good reason” scenarios, with protections against inefficient 280G excise tax outcomes.

The simultaneous creation of a Chief Marketing Officer role and addition of a senior B2B sales leader signal a push to strengthen commercial execution around Inogen’s respiratory products. The company also reaffirms its previously issued 2026 outlook, indicating no change to near-term financial expectations in connection with these leadership changes.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CFO base salary: $525,000 per year Target bonus: 70% of base salary Sign-on bonus: $50,000 cash +5 more

8 metrics

CFO base salary $525,000 per year Annual base salary for Jason Richardson under employment agreement

Target bonus 70% of base salary Annual performance bonus opportunity for new CFO

Sign-on bonus $50,000 cash CFO cash sign-on bonus, subject to pro-rata repayment conditions

Retention bonus $50,000 cash CFO cash retention bonus payable on first anniversary of Effective Date

Equity awards total 200,000 shares RSUs granted to CFO, split between 100,000 RSUs and 100,000 PSUs

PSU overachievement cap 150,000 PSUs Maximum number of performance-based RSUs for overachievement

Severance salary continuation 12–24 months 12 months outside change-of-control period; 24 months during it

Baxter segment size $3 billion business Size of Baxter Healthcare Systems & Technologies segment previously led financially by Richardson

Key Terms

performance-based restricted stock units, change of control, COBRA, Section 280G, +2 more

6 terms

performance-based restricted stock units financial

"100,000 performance-based restricted stock units (“PSUs”); provided that overachievement of the performance goals may result"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

change of control financial

"outside of the period beginning on the date three months before, and ending on the date 12 months following, a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

COBRA financial

"for up to 12 months under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") following his termination date"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

Section 280G financial

"would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code"

Regulation FD regulatory

"Inogen has used, and intends to continue to use, its Investor Relations website ... for complying with its disclosure obligations under Regulation FD."

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

inducement awards financial

"The RSUs and PSUs will be granted as independent inducement awards outside of the terms of the Company’s existing equity incentive plans"

Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2026

INOGEN, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-36309	33-0989359
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
500 Cummings Center Suite 2800
Beverly, Massachusetts				01915
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (805) 562-0500

859 Ward Drive

Goleta, California 93111

(Former address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		INGN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On March 24, 2026, the Board of Directors (“Board”) of Inogen, Inc. (the “Company”) appointed Jason Richardson to serve as Executive Vice President, Chief Financial Officer and Treasurer (“CFO”) of the Company, effective April 6, 2026.

Most recently, Mr. Richardson, 49, served as Chief Financial Officer and Vice President of the Health System and Technologies Segment of Baxter International Inc. (NYSE: BAX) since 2023. He also served as Vice President of Finance Americas and Global Business Units at Baxter from 2021 to 2023. Prior to Baxter’s acquisition of Hillrom, Mr. Richardson held a variety of senior finance leadership roles at Hillrom, including over its Respiratory Health business. Mr. Richardson received a bachelor’s degree in accounting and finance from Indiana University.

On March 24, 2026, the Board, upon the recommendation of the Compensation Committee of the Board, approved, and the Company entered into, an employment and severance agreement with Mr. Richardson (the “employment agreement”), effective April 6, 2026 (the “Effective Date”). Mr. Richardson’s employment under the employment agreement will begin on the Effective Date and is at will and may be terminated at any time by the Company or by Mr. Richardson. Pursuant to the employment agreement, Mr. Richardson will receive an annual base salary of $525,000 and a target annual performance bonus opportunity of seventy percent (70%) of his annual base salary. The employment agreement provides for (i) a cash sign-on bonus of $50,000, which is repayable on a pro-rata basis if, prior to the second anniversary of the Effective Date, Mr. Richardson’s employment is terminated by the Company for cause or Mr. Richardson resigns without good reason (in each case as defined in the employment agreement), and (ii) a cash retention bonus of $50,000, which is payable on the first anniversary of the Effective Date.

The employment agreement also provides for equity awards of restricted stock units covering an aggregate of 200,000 shares of the Company’s common stock, comprised of (i) 100,000 time-based restricted stock units (“RSUs”) and (ii) 100,000 performance-based restricted stock units (“PSUs”); provided that overachievement of the performance goals may result in Mr. Richardson receiving up to a maximum of 150,000 PSUs. Subject to Mr. Richardson’s continued service with the Company, one-third of the RSUs will vest annually over three years. Subject to Mr. Richardson’s continued service with the Company, the PSUs will vest based on the Company’s achievement of specified performance goals set forth in the 2026 equity awards that apply to the performance-based awards that were granted to the Company's similarly situated executives.

The RSUs and PSUs will be granted on the Effective Date and are each subject to the terms and conditions of the applicable award agreements. The RSUs and PSUs will be granted as independent inducement awards outside of the terms of the Company’s existing equity incentive plans in compliance with an exemption from Nasdaq’s shareholder approval requirements under Nasdaq Stock Market Rule 5635(c)(4).

The employment agreement also provides that Mr. Richardson will be eligible to receive equity awards pursuant to any plans or arrangements that the Company may have in effect from time to time, and as approved by the Board or the Compensation Committee.

Mr. Richardson’s employment agreement also provides that if, outside of the period beginning on the date three months before, and ending on the date 12 months following, a change of control (as defined in the employment agreement) (such period, the “change of control period”), his employment with the Company is terminated by the Company without cause (excluding by reason of death or disability) or he resigns for good reason, he will be eligible to receive the following severance benefits:

•continued payment of his base salary for a period of 12 months following his termination date; and

•for up to 12 months under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") following his termination date, he and his eligible dependents will only be required to pay the portion of the costs of medical benefits as he was required to pay as of the date of his termination, or he will receive taxable monthly payments for the equivalent period in the event the Company determines that the COBRA subsidy could violate applicable law (the “COBRA Benefits”).

The employment agreement further provides that if, during the change of control period, Mr. Richardson’s employment with the Company is terminated by the Company without cause (excluding by reason of death or disability) or he resigns for good reason, he will be eligible to receive the same severance benefits described above, except that he will receive continued payment of his base salary for a period of 24 months following his termination date.

Mr. Richardson’s receipt of the severance benefits described above is conditioned on his timely signing and not revoking a release of claims, resigning all directorships, committee memberships or any other positions he holds with the Company, and continuing to comply with certain covenants in the employment agreement and in his at-will employment, confidential information, invention assignment, and arbitration agreement with the Company.

If any of the payments provided for under the employment agreement or otherwise payable to Mr. Richardson would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then he will be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.

The summary of Mr. Richardson’s employment and severance agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the employment and severance agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

In addition, Inogen has entered into its standard form of indemnification agreement with Mr. Richardson. The form indemnification agreement was filed with the Securities and Exchange Commission on November 27, 2013 as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 and is incorporated herein by reference. Mr. Richardson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor are any such transactions currently proposed. There is no arrangement or understanding between Mr. Richardson or any other person pursuant to which Mr. Richardson was selected as an officer. There are no family relationships between Mr. Richardson and any of the Company’s directors or executive officers.

Separation of Chief Financial Officer

On March 24, 2026, in connection with the appointment of Mr. Richardson as the Company’s new Chief Financial Officer, Michael Bourque, Executive Vice President, Finance, Chief Financial Officer, and Treasurer, notified the Company of his intention to step down as an officer of the Company effective upon the date Mr. Richardson commences employment with the Company. Mr. Bourque will remain employed by the Company as a [Senior Advisor] and will provide transition services to the Company through no later than June 30, 2026. Mr. Bourque’s decision to step down as the Company’s Chief Financial Officer was not related to any disagreements with the Company or its management on any matters relating to the Company’s operations, policies, or practices.

Item 7.01. Regulation FD Disclosure.

On March 30, 2026, the Company issued a press release announcing the Chief Financial Officer appointment and transition described in this Current Report on Form 8-K, as well as certain other leadership appointments. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		Employment and Severance Agreement by and between the Company and Jason Richardson, effective as of April 6, 2026
99.1		Press Release dated March 30, 2026.
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			INOGEN, INC.
Date:	March 30, 2026	By:	/s/ Kevin P. Smith
			Kevin P. Smith General Counsel & Corporate Secretary, Executive Vice President, Business Development

Exhibit 99.1

Inogen Announces Leadership Appointments Designed to Accelerate Next Phase of Growth

Jason Richardson Named Chief Financial Officer, Succeeding Michael Bourque

Dominic Hulton Named Chief Marketing Officer

Corey Moritz Appointed Vice President, U.S. Business to Business Sales

BEVERLY, Mass., March 30, 2026 -- Inogen, Inc. (Nasdaq: INGN), a medical technology company offering innovative respiratory products for use in the homecare setting, today announced the following leadership appointments designed to accelerate the company’s next phase of growth.

Jason Richardson Appointed Chief Financial Officer

Jason Richardson has been appointed Chief Financial Officer, effective April 6, 2026. Mr. Richardson succeeds Michael Bourque, who will step down from his role as Chief Financial Officer on that date. Mr. Bourque will serve in an advisory capacity until June 30, 2026, to ensure a smooth transition.

Mr. Richardson joins Inogen from Baxter International Inc., where he most recently served as Chief Financial Officer and Vice President of the Healthcare Systems & Technologies segment, a $3 billion publicly reported business. In this role, he was a central figure in Baxter’s integration of Hillrom, driving growth initiatives and improved operating performance. Prior to Baxter’s acquisition of Hillrom, Mr. Richardson held a variety of senior finance leadership roles at Hillrom, including overseeing its Respiratory Care franchise, a durable medical equipment (DME) business focused on cystic fibrosis, bronchiectasis, and other respiratory diseases.

“We are pleased to welcome Jason as Inogen’s next Chief Financial Officer,” said Kevin Smith, President and Chief Executive Officer of Inogen. “Jason’s deep expertise in finance and operations across the medical device and healthcare industries will be instrumental as we focus on delivering superior respiratory solutions to patients around the world and driving sustainable growth. On behalf of the Inogen team, I thank Mike for his many contributions to Inogen over the past two years. He played a key role in returning the Company to positive adjusted EBITDA for the first time in four years and strengthening our foundation as we seek to capture significant market opportunities ahead. We are grateful for his service and expect to benefit from his support during the transition period.”

“It has been a privilege to be a part of the Inogen team, and I am proud of all we have accomplished together,” said Mr. Bourque. “I am confident the finance organization is well positioned for continued success, and I am committed to support the transition to Jason.”

“I am honored to join Inogen and look forward to working closely with the Board and management team to execute our strategy and deliver sustainable long-term value,” said Mr. Richardson. “I am grateful that Mike is available to support a seamless transition.”

Dominic Hulton Appointed Chief Marketing Officer

Dominic Hulton has been appointed Chief Marketing Officer, effective April 1, 2026. Mr. Hulton is a globally experienced commercial leader with over 20 years of experience driving growth, expanding markets, and leading organizational transformation in medical technology. Mr. Hulton spent the last 11 years at Insulet Corporation, where he served as Vice President of International Marketing and Sales Excellence. In that role, he led global product launches, built cross-functional teams and scaled commercial operations.

Mr. Smith continued, “Dominic’s experience is highly aligned with Inogen’s focus on strengthening our global brand, deepening customer engagement and enhancing commercial execution. We are thrilled to have him join our leadership team in the newly established Chief Marketing Officer role. As we continue to advance our innovation pipeline, including our goal of launching at least one new product per year, we expect Dominic’s strong track record of bringing products to market across geographies to help accelerate our growth and brand reach.”

“I look forward to joining the Inogen team and leading its marketing function at a pivotal moment for the Company,” said Mr. Hulton. “There is significant opportunity to expand Inogen’s global brand awareness and customer engagement, and I’m excited to play a role in shaping the Company’s next phase of growth.”

Corey Moritz Appointed Vice President, U.S. Business to Business Sales

Corey Moritz joined Inogen as Vice President, U.S. Business to Business Sales on March 9, 2026. Mr. Moritz is a healthcare executive with more than two decades of experience driving commercial transformation, revenue growth and scalable expansion across medical devices, respiratory care and health services organizations. He has successfully built six sales forces while delivering sustained growth, margin expansion and strong commercial infrastructure. He previously served as Chief Commercial Officer of Rhythm Healthcare, where he had a strong track record of driving significant revenue growth across multiple years.

Mr. Smith concluded, “Corey is a strong addition to the Inogen team. He brings deep relationships across the U.S. HME and distributor sales channel and a proven track record of building and scaling high-performing sales teams. His experience around improving commercial execution and sustained growth will support Inogen’s efforts to expand our presence across our growing product portfolio.”

“Since joining Inogen a month ago, I have been getting fully up to speed with the Company’s commercial initiatives and believe we are well positioned to expand our reach across the U.S. business to business sales channel, build on our strong relationships and optimize our execution,” said Mr. Moritz.

Reaffirms First Quarter and Full Year 2026 Financial Outlook

The Company reaffirmed its first quarter and full year 2026 financial outlook that was provided in its fourth quarter and full year 2025 earnings release issued on February 24, 2026.

About Inogen

Inogen, Inc. (Nasdaq: INGN) is a leading global medical technology company offering innovative respiratory products for use in the homecare setting. Inogen supports patient respiratory care by developing, manufacturing, and marketing innovative best-in-class respiratory therapy devices used to deliver care to patients suffering from chronic respiratory conditions. Inogen partners with patients, prescribers, home medical equipment providers, and distributors to make its respiratory therapy products widely available, allowing patients the chance to manage the impact of their disease.

For more information, please visit www.inogen.com.

Inogen has used, and intends to continue to use, its Investor Relations website, http://investor.inogen.com/, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that are not historical facts, including, but not limited to, statements regarding Inogen’s future business plans, market opportunities, financial outlook, growth strategies, and anticipated operational results, are forward-looking statements. Words such as “aims,” “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “potential,” “possible,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including but not limited to, risks and uncertainties relating to Inogen’s 2026 first quarter and full year financial guidance; market acceptance of its products; competition; its sales, marketing and distribution capabilities; its planned sales, marketing, and research and development activities; and risks associated with international operations. Information on these and additional risks, uncertainties, and other information affecting Inogen’s business operating results are contained in its Annual Report on Form 10-K for the period ended December 31, 2025, and in its other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Inogen disclaims any obligation to update these forward-looking statements except as may be required by law.

Contact
ir@inogen.net

FAQ

What leadership changes did Inogen (INGN) announce in this 8-K filing?

Inogen appointed Jason Richardson as Executive Vice President, Chief Financial Officer and Treasurer effective April 6, 2026, succeeding Michael Bourque. Bourque will remain as a senior advisor through June 30, 2026, to support a smooth transition in the company’s financial leadership.

What are the main compensation terms for Inogen (INGN) CFO Jason Richardson?

Jason Richardson will receive a $525,000 annual base salary, a target bonus equal to 70% of salary, a $50,000 cash sign-on bonus, a $50,000 retention bonus, and restricted stock units covering 200,000 shares, split equally between time-based and performance-based awards.

What severance benefits can the new Inogen (INGN) CFO receive?

If terminated without cause or resigning for good reason outside a change-of-control period, Richardson is eligible for 12 months of continued base salary and COBRA-related benefits. During a defined change-of-control period, salary continuation increases to 24 months, with the same COBRA-related support.

What new commercial leadership roles did Inogen (INGN) add?

Inogen appointed Dominic Hulton as Chief Marketing Officer effective April 1, 2026, and hired Corey Moritz as Vice President, U.S. Business to Business Sales on March 9, 2026. Both roles are intended to strengthen global marketing and U.S. B2B sales execution for its respiratory products.

Did Inogen (INGN) change its 2026 financial guidance in this update?

Inogen reaffirmed its first quarter and full year 2026 financial outlook that was previously provided in its February 24, 2026 earnings release. The leadership announcements and new executive appointments do not alter the company’s stated financial expectations for 2026.

How is performance equity structured for the new Inogen (INGN) CFO?

Richardson will receive 100,000 time-based RSUs vesting annually over three years and 100,000 PSUs tied to specified performance goals. Overachievement of those goals may increase the earned PSUs up to a maximum of 150,000, aligning a substantial portion of his compensation with company performance.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 28.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 175.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB