Inogen (INGN) seeks votes on declassification, equity plan, Deloitte ratification
Rhea-AI Filing Summary
Inogen, Inc. is soliciting proxies for its virtual 2026 Annual Meeting of Stockholders to be held June 5, 2026 at 1:00 p.m. Eastern Time. The Board asks holders of the 27,324,616 shares outstanding as of April 6, 2026 to vote on five proposals, including director elections, ratification of Deloitte & Touche LLP, advisory approval of executive compensation, approval of an amended and restated 2023 Equity Incentive Plan, and an amendment to the Charter to declassify the Board.
The proxy highlights a recent operational turnaround with a return to positive Adjusted EBITDA in 2025, a Board-approved share repurchase program, the recent appointment of an independent director Vafa Jamali effective the earlier of the Annual Meeting or June 15, 2026, and a Cooperation Agreement with certain investor parties that includes customary standstill provisions and a 4.99% beneficial ownership limit during its term.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
declassify the Board corporate governance
RSUs financial
Cooperation Agreement legal
broker non-vote voting mechanics
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
No fee required.
Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED APRIL 17, 2026
Dear Stockholder:
On behalf of our entire Board of Directors, thank you for your continued support of Inogen. I am pleased to invite you to attend the Annual Meeting of Stockholders of Inogen, Inc. (“Inogen” or the "Company"), which will be held on June 5, 2026 at 1:00 p.m. Eastern Time. The Annual Meeting of Stockholders (together with any postponements, adjournments or continuations thereof, the “Annual Meeting”) will be held in a virtual meeting format only. You will be able to attend the meeting, vote and submit your questions via the Internet at www.virtualshareholdermeeting.com/INGN2026. You will not be able to attend the virtual Annual Meeting physically in person.
Over the recent period, Inogen has undertaken a focused operational and strategic turnaround to strengthen performance and better position the Company for long-term success and value creation. The Board of Directors (the “Board”) and management have advanced initiatives to improve commercial execution, optimize our commercial channels, and enhance operational discipline across the organization, resulting in a return to positive Adjusted EBITDA in 2025. These actions reflect our efforts to address prior challenges while sharpening the Company’s strategic priorities to drive more consistent financial and operational results.
As part of this transformation, Inogen has also taken active steps to strengthen its leadership and governance. This includes the recent appointment of a new independent director whose experience is aligned with the Company’s strategic direction, as well as the addition of key senior management hires to reinforce critical capabilities across the business. Together, these changes are intended to ensure that Inogen has the appropriate leadership, expertise, and oversight to execute its turnaround and deliver sustainable value to stockholders.
Inogen also remains committed to ongoing, constructive engagement with its stockholders. The Board and management team maintain an active dialogue with investors and carefully consider their perspectives in shaping Inogen’s strategy, governance practices, and capital allocation priorities. Consistent with this approach, the Board recently approved a share repurchase program, reflecting its confidence in the Company’s strategy and financial outlook, as well as its commitment to disciplined capital allocation and returning value to stockholders, and has recommended that our stockholders approve a proposal to declassify the Board. This continued engagement underscores Inogen’s focus on accountability and its commitment to aligning its actions with the long-term interests of its stockholders.
At the Annual Meeting, we will ask you to consider the following proposals:
Our Board has fixed the close of business on April 6, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 6, 2026 are entitled to notice of and to vote at the Annual Meeting.
The accompanying Notice of Annual Meeting of Stockholders and proxy statement describe the business to be conducted at the Annual Meeting. Also included are a proxy card and postage-paid return envelope. Proxy cards are being solicited on behalf of the Board of Directors of Inogen, Inc.
Your vote is extremely important no matter how many shares you own. Whether or not you plan to attend the virtual Annual Meeting of Stockholders, we urge you to promptly submit your proxy card by mail or vote via the Internet or by telephone.
On behalf of the Board, I would like to express our appreciation for your investment in Inogen.
Sincerely,
Kevin R.M. Smith
Chief Executive Officer and President
Beverly, Massachusetts
, 2026
INOGEN, INC.
500 Cummings Center, Suite 2800, Beverly, Massachusetts 01915
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Virtually on June 5, 2026 at 1:00 p.m. Eastern Time
Time and Date |
Friday, June 5, 2026 at 1:00 p.m. Eastern Time. |
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Place |
The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the meeting, vote and submit your questions on the day of the meeting via the Internet at www.virtualshareholdermeeting.com/INGN2026. If you have difficulty accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting. |
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Items of Business |
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To elect two Class III directors from the nominees described in the proxy statement (Proposal No. 1); |
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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2); |
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To approve, on an advisory and non-binding basis, the compensation of our named executive officers as described in this proxy statement (Proposal No. 3); |
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To approve the Amended and Restated 2023 Equity Incentive Plan (Proposal No. 4); |
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To approve an amendment to our Thirteenth Amended and Restated Certificate of Incorporation to declassify our Board of Directors (Proposal No. 5); and |
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To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof. |
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Record Date |
April 6, 2026 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. |
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Voting |
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “Questions and Answers About the Annual Meeting” beginning on page 1 of the proxy statement. |
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Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting to Be Held on June 5, 2026. The notice of annual meeting, proxy statement, proxy card, and our annual report to stockholders (the “Annual Report”) are available by visiting http://www.proxyvote.com. All you have to do is enter the control number located on your proxy card.
By order of the Board of Directors,
Kevin P. Smith
General Counsel and Executive Vice President, Business Development
Beverly, Massachusetts
, 2026
CAUTIONARY NOTE REGARDING Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this proxy statement 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 ("SEC"). 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.
TABLE OF CONTENTS
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING |
1 |
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
9 |
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Nominees for Director |
10 |
Continuing Directors |
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Newly Appointed Director |
13 |
Director Independence |
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Board Leadership Structure |
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Board Diversity |
15 |
Board Meetings and Committees |
15 |
Audit Committee |
16 |
Compensation Committee |
17 |
Compliance Committee |
17 |
Nominating and Governance Committee |
18 |
Compensation Committee Interlocks and Insider Participation |
18 |
Identifying and Evaluating Nominees for Director |
18 |
Stockholder Recommendations for Nominations to the Board |
19 |
Stockholder Engagement Concerns |
20 |
Communications with the Board |
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Corporate Governance Principles and Code of Ethics and Conduct |
21 |
Risk Management |
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Director Compensation |
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2025 Director Compensation Table |
23 |
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PROPOSAL NO. 1 ELECTION OF DIRECTORS |
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Nominees |
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Vote Required |
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PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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Fees Paid to the Independent Registered Public Accounting Firm |
26 |
Auditor Independence |
27 |
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm |
27 |
Vote Required |
27 |
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PROPOSAL NO. 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
28 |
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Vote Required |
28 |
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PROPOSAL NO. 4 APPROVAL OF THE AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN |
29 |
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Background and Reasons for the Approval |
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Summary of Proposed Amendments |
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Determination of Requested Increase in Share Reserve |
29 |
Highlights of the Amended and Restated 2023 Equity Incentive Plan |
30 |
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Considerations of the Board of Directors in Making its Recommendation |
31 |
Summary of the Amended and Restated 2023 Equity Incentive Plan |
32 |
Federal Tax Aspects |
38 |
Number of Awards Granted to Employees, Consultants, and Directors |
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Vote Required |
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Summary |
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PROPOSAL NO. 5 APPROVAL OF AN AMENDMENT TO OUR CHARTER TO DECLASSIFY OUR BOARD OF DIRECTORS |
42 |
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Background and Reasons for the Approval |
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Summary of Proposed Amendments |
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Vote Required |
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AUDIT COMMITTEE REPORT |
44 |
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EXECUTIVE OFFICERS |
45 |
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EXECUTIVE COMPENSATION |
47 |
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Compensation Discussion and Analysis |
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Executive Summary |
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Executive Compensation Philosophy and Program Design |
50 |
Governance of Executive Compensation Program |
51 |
Executive Compensation Elements |
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Other Compensation Policies and Practices |
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Accounting Considerations |
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Compensation Committee Report |
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Compensation Risk Assessment |
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2025 Summary Compensation Table |
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Grants of Plan-Based Awards in 2025 |
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Outstanding Equity Awards at 2025 Fiscal Year-End |
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Option Exercises and Stock Awards Vesting During Fiscal 2025 |
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Potential Payments Upon Termination or Upon Change in Control |
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CEO Pay Ratio Disclosure |
66 |
Pay Versus Performance Information |
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Equity Compensation Plan Information |
70 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
71 |
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RELATED PERSON TRANSACTIONS |
73 |
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OTHER MATTERS |
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Section 16(a) Beneficial Ownership Reporting Compliance |
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Available Information |
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Availability of Amended and Restated Bylaws |
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Company Website |
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PROPOSALS OF STOCKHOLDERS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL MEETING |
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APPENDIX A - UNAUDITED RECONCILIATION FROM GAAP TO NON-GAAP |
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APPENDIX B - AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN |
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APPENDIX C - AMENDMENT TO THIRTEENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION |
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INOGEN, INC.
500 Cummings Center, Suite 2800
Beverly, Massachusetts 01915
PROXY STATEMENT
FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Virtually on June 5, 2026 at 1:00 p.m. Eastern Time
This proxy statement and the accompanying form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) of Inogen, Inc. (“Inogen” or the “Company”) for use at our 2026 Annual Meeting of Stockholders, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held via live webcast on the Internet at www.virtualshareholdermeeting.com/INGN2026 on Friday, June 5, 2026 at 1:00 p.m. Eastern Time in a virtual meeting format only. You will not be able to attend the Annual Meeting physically in person. The live webcast of the Annual Meeting can be accessed by stockholders on the day of the meeting at www.virtualshareholdermeeting.com/INGN2026. If you have difficulty accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.
What is a proxy?
A proxy is your legal designation of another person to vote the stock you own. The person you designate is your “proxy,” and you give the proxy authority to vote your shares by submitting the accompanying proxy card or voting by telephone or over the Internet. We have designated our Chief Executive Officer and President, Kevin R.M. Smith, and our General Counsel and Executive Vice President, Business Development, Kevin P. Smith, to serve as proxies for the Annual Meeting.
Why am I receiving these materials?
The Board of Inogen is providing these proxy materials to you in connection with the Board’s solicitation of proxies for use at the virtual Annual Meeting (and at any adjournment or postponement of such meeting), which will take place virtually via the Internet on June 5, 2026. Stockholders are invited to attend the virtual Annual Meeting and are requested to vote on the proposals described in this proxy statement.
How do I get electronic access to the proxy materials?
The notice of annual meeting, proxy statement, and Annual Report are available by visiting www.proxyvote.com and typing in the control number as set forth (i) on the proxy card (for stockholders of record), or (ii) on the voting instruction form or notice (for individuals who hold shares through a broker, bank, trustee, or nominee).
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What information is contained in these materials?
The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our most highly paid executive officers and our directors, our corporate governance, our stockholder engagement and certain other required information. Inogen’s Annual Report, which includes our audited financial statements, is being made available along with this proxy statement.
What proposals will be voted on at the Annual Meeting?
The proposals scheduled to be voted on at the Annual Meeting include:
How does our Board recommend that I vote?
Our Board recommends that you vote:
Will there be any other items of business on the agenda?
If any other items of business or other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority to the persons named on the proxy card with respect to those items of business or other matters. The persons named on the proxy card intend to vote the proxy in accordance with their best judgment. Our Board does not intend to bring any other matters to be voted on at the Annual Meeting, and we are not currently aware of any matters that may be properly presented by others for consideration at the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
Holders of our common stock at the close of business on April 6, 2026, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. As of the Record Date, there were 27,324,616 shares of common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate votes with respect to the election of directors. The shares you are entitled to vote include shares that are (1) held of record directly in your name, and (2) held for you as the beneficial owner through a broker, bank or other nominee.
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote virtually at the Annual Meeting.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the Record Date, your shares were held, not in your name, but rather in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions your broker, bank or other nominee provides. If you do not provide your broker, bank or other nominee with instructions on how to vote your shares, your broker, bank or other nominee may, in its discretion, vote your shares with respect to routine matters but may not vote your shares with respect to any non-routine matters. Please see “What if I do not specify how my shares are to be voted?” below for additional information.
Do I have to do anything in advance if I plan to attend the virtual Annual Meeting?
Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the Record Date, you do not need to do anything in advance to attend and/or vote your shares at the virtual Annual Meeting.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you were a beneficial owner at the close of business on the Record Date, you may not vote your shares at the virtual Annual Meeting unless you obtain a “legal proxy” from your broker, bank or other nominee who is the stockholder of record with respect to your shares. You may still attend the Annual Meeting even if you do not have a legal proxy.
To access, participate in, and vote at the virtual Annual Meeting at www.virtualshareholdermeeting.com/INGN2026, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice that you previously received or, if you were a beneficial owner at the close of business on the Record Date, located in the proxy materials you receive from your broker, bank or other nominee. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page for the Annual Meeting 15 minutes prior to the start of the meeting. After successfully entering your 16-digit control number, you may vote during the Annual Meeting and submit questions by following the instructions available on the meeting website.
How can I contact Inogen’s transfer agent?
You may contact our transfer agent by writing Computershare Investor Services, P.O. Box 43078, Providence, RI 02940-3078, by telephoning (877) 373-6374 or (781) 575-2879 (International), or via its Investor Center at www.computershare.com/investor.
Why is the Annual Meeting being held virtually?
We have decided to conduct the Annual Meeting on a virtual basis because we believe it will be more beneficial than holding a live meeting as we are able to embrace the latest technology to provide ease of access and real-time communication, while reducing the environmental impact and costs associated with an in-person meeting. We believe that by hosting our Annual Meeting virtually, our stockholders will be provided the same rights and opportunities to participate as they would at an in-person meeting, while offering a greater level of flexibility for many of our stockholders who may not be able to attend the Annual Meeting in person.
The 2026 Annual Meeting will be held as a virtual meeting format only. You will not be able to attend the Annual Meeting physically in person. The live webcast of the Annual Meeting can be accessed by stockholders on the day of the meeting at www.virtualshareholdermeeting.com/INGN2026. If you have difficulty accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.
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How do I vote and what are the voting deadlines?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can vote in one of the following ways:
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee how to vote your shares. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares virtually at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote or revoke my proxy?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may revoke your proxy or change your proxy instructions at any time before the Annual Meeting by:
Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote virtually at the Annual Meeting.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.
Is there a list of stockholders entitled to vote at the Annual Meeting?
The names of stockholders of record entitled to vote at the Annual Meeting will be available for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m. Eastern Time, at our corporate headquarters at 500 Cummings Center, Suite 2800, Beverly, Massachusetts 01915.
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What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board. The persons named in this proxy statement have been designated as proxy holders by our Board. When a proxy is properly dated, executed and returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.
What if I do not specify how my shares are to be voted?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:
FOR the election of each of the two directors nominated by our Board and named in this proxy statement as Class III directors to serve for a three-year term (Proposal No. 1);
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal No. 2);
FOR the approval, on an advisory and non-binding basis, of the compensation of our named executive officers for our fiscal year ended December 31, 2025 as described in this proxy statement (Proposal No. 3);
FOR the approval of the Amended and Restated 2023 Equity Incentive Plan (Proposal No. 4); and
FOR the approval of the amendment to our Charter to declassify our Board (Proposal No. 5).
In the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner and you do not provide your broker, bank or other nominee that holds your shares with voting instructions, then your broker, bank or other nominee will determine if it has discretion to vote on each matter. Brokers, banks and other nominees do not have discretion to vote on non-routine matters. Proposal No. 1 (election of directors), Proposal No. 3 (advisory vote to approve named executive officer (“NEO”) compensation), Proposal No. 4 (approval of the Amended and Restated 2023 Inogen, Inc. Equity Incentive Plan), and Proposal No. 5 (approval of an amendment to our Charter to declassify our Board) are non-routine matters, while Proposal No. 2 (ratification of appointment of independent registered public accounting firm) is a routine matter. As a result, if you do not provide voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee may not vote your shares with respect to Proposal No. 1, Proposal No. 3, Proposal No. 4, or Proposal No. 5 which would result in a “broker non-vote” on each such proposal, but may, in its discretion, vote your shares with respect to Proposal No. 2. For additional information regarding broker non-votes, see “What are the effects of abstentions and broker non-votes?” below.
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What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws (“bylaws”) and Delaware law. The holders of a majority of the common stock issued and outstanding and entitled to vote, present virtually or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. As noted above, as of the Record Date, there were a total of 27,324,616 shares of common stock outstanding, which means that 13,662,309 shares of common stock must be represented virtually or by proxy at the Annual Meeting to have a quorum. If there is no quorum, (i) the chairperson of the Annual Meeting or (ii) the stockholders entitled to vote at the Annual Meeting, present virtually in person or represented by proxy, may adjourn the meeting to a later date. Additionally, pursuant to our bylaws, the chairperson of the Annual Meeting has the power to adjourn the meeting to another place, if any, date or time, whether or not a quorum is present and without a vote of stockholders.
What are the effects of abstentions and broker non-votes?
An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires (i) the affirmative vote of a majority of the shares present virtually in person or represented by proxy and entitled to vote at the Annual Meeting or (ii) the affirmative vote of 66 2/3% of the then-outstanding voting securities of the Company, voting together as a single class (e.g., Proposal No. 2, Proposal No. 3, Proposal No. 4, or Proposal No. 5). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposals as long as a quorum exists.
A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting and will also count as votes against Proposal No. 5 (approval of an amendment to our Charter to declassify our Board). A broker non-vote will not affect the outcome of the vote on Proposal No. 1 (election of directors), Proposal No. 2 (ratification of appointment of independent registered public accounting firm), Proposal No. 3 (advisory vote to approve NEO compensation), or Proposal No. 4 (approval of the Amended and Restated 2023 Inogen, Inc. Equity Incentive Plan).
How many votes are needed for approval of each proposal?
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How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
Brokerage firms, banks and other intermediaries holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other intermediary will have discretion to vote your shares on our sole “routine” matter — the proposal to ratify the appointment of Deloitte & Touche LLP. Absent direction from you, your broker will not have discretion to vote on the election of directors, the advisory vote regarding NEO compensation, the approval of the Inogen, Inc. Amended and Restated 2023 Equity Incentive Plan or the approval of the amendment to our Charter to declassify our Board.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign, and return each proxy card to ensure that all of your shares are voted.
How are proxies solicited for the Annual Meeting and who is paying for such solicitation?
Our Board is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We may also reimburse brokerage firms, banks, trustees, and other nominees for the cost of forwarding proxy materials to beneficial owners. We have hired Alliance Advisors, LLC (“Alliance”) to help us solicit proxies. We expect to pay Alliance a base fee of $34,000 plus reimbursement of reasonable out-of-pocket expenses. Proxy solicitations will be made primarily through the mail, but may be supplemented by telephone, facsimile, Internet, or personal solicitation by Alliance.
If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.
Will members of the Board attend the Annual Meeting?
We encourage, but do not require, the members of our Board to attend the Annual Meeting.
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Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Inogen or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials, you may contact us as follows:
Inogen, Inc.
Attention: Corporate Secretary
500 Cummings Center, Suite 2800
Beverly, Massachusetts 01915
(805) 562-0500
Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.
What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?
For information regarding stockholder proposals and director nominations, please see the section titled “Proposals of Stockholders and Director Nominations for 2027 Annual Meeting.”
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our Board, which is currently comprised of seven members. Six of our seven directors are independent within the meaning of the independent director requirements of the Nasdaq Global Select Market. Currently, our Board is divided into three classes with staggered three-year terms. At each Annual Meeting of Stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.
The following table sets forth the names and ages as of April 6, 2026 and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing directors:
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Expiration |
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Current |
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of term |
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Director |
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term |
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for which |
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Name |
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Class |
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Age |
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Position(s) |
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since |
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expires |
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nominated |
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1. Directors with terms expiring |
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Glenn Boehnlein(1)(2) |
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III |
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64 |
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Director, Chairperson of the Audit |
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2022 |
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2026 |
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2029 |
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Mira Sahney (1)(3) |
|
III |
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51 |
|
Director |
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2025 |
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2026 |
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2029 |
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2. Continuing Directors |
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Kevin King(1)(2) |
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II |
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69 |
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Director, Chairperson of the |
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2022 |
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2028 |
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— |
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Mary Kay Ladone(2)(4) |
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II |
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59 |
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Director, Chairperson of the Compensation Committee |
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2022 |
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2028 |
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— |
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Kevin R.M. Smith |
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II |
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55 |
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Director, Chief Executive Officer and President |
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2023 |
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2028 |
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— |
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Elizabeth Mora(3)(4) |
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I |
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65 |
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Director, Chairperson of the Board |
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2021 |
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2027 |
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— |
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Heather Rider(3)(4) |
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I |
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66 |
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Director, Chairperson of the Nominating and Governance Committee |
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2014 |
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2027 |
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— |
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On April 6, 2026, the Board appointed Mr. Vafa Jamali, 56, as a member of the Board as a Class I director, effective as of the earlier of (i) the date of the Annual Meeting and (ii) June 15, 2026 (the “Effective Date”), with a term expiring at the Company’s 2027 annual meeting of stockholders or until his successor is duly elected and qualified. The Board also appointed Mr. Jamali to the Audit Committee and the Compliance Committee, effective as of the Effective Date. The Board has determined that Mr. Jamali is independent within the meaning of the independent director requirements of the Nasdaq Global Select Market.
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Nominees for Director
Glenn Boehnlein has served on our Board and as Chairperson of the Audit Committee and a member of our Compliance Committee since March 2022. He served as Vice President, Chief Financial Officer of Stryker Corporation (NYSE: SYK), a medical devices company, from January 2016 until March 2025. Prior to serving as CFO, Mr. Boehnlein served in multiple leadership positions at Stryker, including Chief Financial Officer and Vice President of the MedSurg and Neurotechnology Group from January 2011 until December 2015 and Chief Financial Officer of the Endoscopy Division from January 2003 until December 2010. Prior to Stryker, from 2000 until January 2003, Mr. Boehnlein served as Chief Financial Officer of MyPrimeTime, a media company. Prior to MyPrimeTime, Mr. Boehnlein was a partner and certified public accountant at Arthur Andersen LLP, an accounting firm. Mr. Boehnlein has served on the Board of Directors of Sutter Healthcare System, a private company, since March 2024. Mr. Boehnlein holds a Bachelor’s in Accountancy and Master’s in Professional Accountancy from Mississippi State University.
Qualifications: The Board believes that Mr. Boehnlein is qualified to serve as a director based on his extensive financial leadership and public company experience in the medical device industry. During his tenure at Stryker, Mr. Boehnlein oversaw global financial operations, capital allocation, and strategic transactions across multiple business units. He brings significant expertise in mergers and acquisitions, financial controls, enterprise risk management, and cybersecurity oversight, including direct responsibility for information security functions. Mr. Boehnlein also offers experience supporting global operations, marketing, and business development initiatives within a highly regulated healthcare environment. His deep financial and operational background supports effective oversight of Inogen’s strategy and execution.
Mira Sahney has served as a Member of our Board since January 2025. She has also served as a board member of Claria Medical (“Claria”), a privately held minimally invasive surgical tools company, since 2017 and has served as President at IPG Medical and Senior Vice President, Global Laser Systems at IPG Photonics, a fiber laser technology company, since May 2025. Previously, Ms. Sahney served as the President of the Pelvic Health Operating Unit at Medtronic (NYSE: MDT) from 2021 to 2024. Before joining Medtronic, Ms. Sahney served as President, Chief Executive Officer, and Director of Hyalex Orthopaedics (“Hyalex”), a venture-backed medical device innovator from 2017 to 2021. Prior to Hyalex, she served in leadership roles at Smith + Nephew (LON: SNN), including as Senior Vice President and General Manager of both the Ear, Nose, and Throat and the Gynecology businesses. Ms. Sahney began her medical technology career as co-founder and President of Myomo, Inc. (NYSE: MYO), a wearable medical robotics company addressing neurological disorders. Ms. Sahney graduated summa cum laude from the University of Michigan with a B.S. in Mechanical Engineering. She holds an M.S. from Stanford University in Mechanical Engineering. Ms. Sahney also holds both an M.S. in Engineering and an MBA from the Massachusetts Institute of Technology.
Qualifications: The Board believes that Ms. Sahney is qualified to serve as a director based on her extensive leadership experience in the global medical technology industry and her significant public company operating and governance experience. Ms. Sahney has held senior executive roles at multiple public companies and brings valuable perspective on strategic transformations and global operations. She offers experience in mergers and acquisitions, cybersecurity and artificial intelligence oversight, marketing strategy, and human capital management. Ms. Sahney also brings relevant home medical and respiratory experience and deep medical device industry expertise. Her prior board service supports her public company governance qualifications.
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Continuing Directors
Kevin King has served on our Board and is currently the Chairperson of the Compliance Committee and a member of our Audit Committee. Mr. King also served as Chairperson of the Compensation Committee from March 2022 to March 2024. He has over three decades of experience in the healthcare and IT industries in leadership roles. Mr. King previously served as Chief Executive Officer, President and Director of iRhythm Technologies, Inc. (Nasdaq: IRTC), a digital healthcare company, from July 2012 to April 2021. Prior to iRhythm, Mr. King was President, Chief Executive Officer and a Director of Affymetrix, Inc.(Nasdaq: AFFX), an innovator in the field of genetic analysis from 2007 to 2011. He served as President and Chief Executive Officer of Thomson Healthcare, an information services business which focused on a range of healthcare-related businesses. Mr. King was a senior executive at GE Healthcare, where he led several business units from 1997 to 2005. Mr. King held leadership roles at Hewlett Packard’s Medical Products Group. Mr. King has served on the Board of Directors of Turing Medical, a private company, since June 2023. Mr. King holds a B.A. in Economics and Biology from the University of Massachusetts and an M.B.A. from New Hampshire College.
Qualifications: The Board believes that Mr. King is qualified to serve as a director based on his extensive leadership experience in the healthcare and information technology industries and his significant public company governance experience. Mr. King has served as Chief Executive Officer, President, and Director of multiple publicly traded healthcare technology companies, including iRhythm Technologies, and brings valuable perspective on strategic growth, technology commercialization, and scaling organizations. He offers experience in capital markets, cybersecurity and data protection, global operations, and enterprise risk management, as well as direct experience with home-based healthcare technologies. Mr. King has also led talent development and executive compensation programs and has significant public company board experience, supporting effective governance and oversight.
Mary Katherine (Mary Kay) Ladone has served on our Board since 2022 and is currently the Chairperson of our Compensation Committee and a member of the Audit Committee. Ms. Ladone served as Senior Vice President, Corporate Development, Strategy and Investor Relations, of Hill-Rom Holdings, Inc. (“Hill-Rom”), a medical technology company, from December 2018 until January 2022 and previously served as Vice President, Investor Relations, of Hill-Rom from July 2016 to December 2018. Prior to Hill-Rom, from July 2015 until July 2016, Ms. Ladone served as Senior Vice President, Investor Relations Officer of Baxalta Inc., a biopharmaceutical company. Prior to Baxalta, Ms. Ladone served in a variety of senior finance, business development, operational, and investor relations roles for Baxter International, Inc. from 1998 until July 2015. Ms. Ladone currently serves on the board of directors of Bioventus, Inc. (Nasdaq: BVS), a medical device company, as a member of its audit committee and compensation committee and Kestra Medical Technologies (Nasdaq: KMTS), a medical device company, as the chair of its audit committee and a member of the nominating and governance committee. She also joined the board of directors of Novanta Inc. (Nasdaq: NOVT), a global supplier of core technology solutions, in July 2024. Ms. Ladone has been a member of the board of directors of Endeavor Health, a comprehensive community-based health system, since 2009 and serves as vice chairman and the chair of the investment committee. Ms. Ladone holds a Bachelor’s in Business Administration from the University of Notre Dame.
Qualifications: The Board believes that Ms. Ladone is qualified to serve as a director based on her extensive experience in corporate strategy, capital markets, and public company governance within the healthcare sector. Ms. Ladone has held multiple senior executive roles at global medical technology companies where she supported significant strategic transformation initiatives. She brings substantial experience in mergers and acquisitions, investor relations, financial oversight, and risk management, as well as oversight of technology and digital health investments. Ms. Ladone also offers relevant governance expertise through her audit committee and compensation committee service at other public medical technology companies.
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Kevin R.M. Smith has served as our Chief Executive Officer, President and a member of our Board since November 2023. Prior to joining Inogen, Mr. Smith served as the Chief Executive Officer (“CEO”), President and Executive Director at Sirtex Medical Limited, a medical device company, from April 2019 to November 2023, after serving as Executive Vice President of Sales & Marketing, Americas from 2017 to 2019. Mr. Smith also served on Sirtex’s Board of Directors from 2019 to 2023. From December 2021 to April 2022, Mr. Smith also served as interim President and Chief Executive Officer and Director at OncoSec Medical, Inc. (Nasdaq: ONCS), a biotechnology company, and served on its Board of Directors from 2020 to 2023. In his previous roles Mr. Smith served as Executive Vice President of Business Development at Gel-e, Inc., as Chief Commercial Officer at Sensium Healthcare, as Global Vice President of Sales & Marketing at Teleflex, and served in various sales and marketing roles in other medical device companies. Mr. Smith holds a Master of Business Administration in Global Management from University of Phoenix and a Bachelor of Science in Marketing from the University of Kentucky.
Qualifications: The Board believes that Mr. Smith is qualified to serve as a director based on his extensive public company leadership experience and deep knowledge of the healthcare and medical device industries. Mr. Smith has served as Chief Executive Officer and President of Inogen since 2023 and has held senior executive roles at multiple global healthcare companies, providing him with significant experience in strategic growth, commercialization, and operational leadership. He brings valuable perspective on mergers and acquisitions, capital markets, and investor engagement, as well as experience overseeing enterprise risk management, regulatory compliance, and cybersecurity matters. Mr. Smith also contributes decades of experience in sales, marketing, and global operations, including direct experience in the home medical and respiratory sector. His industry experience and service as the Company’s Chief Executive Officer support effective Board deliberations and informed oversight of the Company’s strategy, performance and long‑term value creation.
Elizabeth Mora has served as Chairperson of our Board and as a member of our Board since May 2021. Ms. Mora is currently a member of the Compensation Committee and Nominating and Governance Committee. Ms. Mora also served as Chairperson of the Compliance Committee from December 2021 to March 2024. Ms. Mora previously served as Chief Administrative Officer, Vice President for Finance, Administration and Treasurer at the Charles Stark Draper Laboratory from 2008 to 2020. Previously, Ms. Mora served in a variety of leadership roles at Harvard University from 1997 to 2008, including as Chief Financial Officer and Vice President for Finance, Associate Vice President, Research Administration, and Director, Office for Sponsored Research. Prior to that, Ms. Mora served at Coopers and Lybrand LLP (PricewaterhouseCoopers) as Senior Manager, from 1992 to 1997 and as an Audit Senior and Manager, from 1989 to 1992. Ms. Mora currently serves on the board of directors of MKS Instruments (Nasdaq: MKSI), a technology company, and Limoneira Company (Nasdaq: LMNR), an agribusiness and real estate company. Ms. Mora served on the board of GCP Applied Technologies (NYSE: GCP) from 2016 to 2020, Everest Consolidator Acquisition Corporation (NYSE: MNTN) from 2020 to 2024 and Nuburu, Inc. (NYSE American: BURU) from 2023 to 2025. Ms. Mora holds a Bachelor of Arts from the University of California, Berkeley, and an MBA from Simmons College. Ms. Mora holds an active CPA license in the Commonwealth of Massachusetts.
Qualifications: The Board believes that Ms. Mora is qualified to serve as a director and Chairperson of the Board based on her extensive leadership, financial, and governance experience. Ms. Mora has served in senior executive roles at complex organizations, where she oversaw large-scale operations, capital allocation, and enterprise risk management. She brings significant financial and accounting expertise, as well as experience overseeing cybersecurity programs and responding to cybersecurity incidents. Ms. Mora also offers valuable perspective on global operations and governance through her service on multiple public company boards, including as Chair of the Compensation and Nominating and Corporate Governance Committees at Limoneira Company. Her background in human capital oversight, risk management, and public company governance supports effective Board leadership and oversight.
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Heather Rider has served as a member of our Board since 2014 and is currently Chairperson of the Nominating and Governance Committee and a member of the Compensation Committee since October 2020. Ms. Rider also served as Chairperson of the Compensation, Nominating and Governance Committee from January 2018 to September 2020 and Chairperson of the Compensation Committee from October 2020 until March 2021. From 2012 to 2013, Ms. Rider served as Vice President, Global Human Resources of Cymer, Inc., a publicly traded supplier of light sources for semiconductor manufacturing that was acquired by ASML Holding NV in 2013. From October 2010 to September 2012, Ms. Rider served as Senior Vice President, Global Human Resources of Alphatec Holdings, Inc. (Nasdaq: ATEC), a publicly-traded medical device company focused on surgical treatment of spine disorders, and from 2006 to 2010, she served as Vice President, Human Resources of Intuitive Surgical, Inc. (Nasdaq: ISRG), a publicly-traded manufacturer of robotic surgical systems. From 2001 to 2005, Ms. Rider served as Senior Vice President of Global Human Resources of Sunrise Medical, Inc., a global manufacturer and distributor of durable medical equipment. From 1998 to 2001, Ms. Rider served as Vice President of Human Resources of Biosense Webster, a member of the Johnson & Johnson family of companies, and a medical device manufacturer of intracardiac catheters and location technology. Prior to 1998, Ms. Rider served as Head of Human Resources for City of Hope, a leading research and treatment center for cancer, diabetes and other life-threatening diseases, CAP/MPT, a medical malpractice provider for physicians in California and medical malpractice insurance for large physician groups and hospitals, and Environmental Diagnostics International, a bio-diagnostics company with focus on the detection of environmental compounds and diseases using monoclonal antibody technology. Ms. Rider served on the Board of Directors of Intricon Corporation (Nasdaq: IIN) from March 2020 to May 2022 until its acquisition, and on the Board of Directors of Prosomnus Sleep Technologies (OTC: OSAPQ) from December 2022 to August 2024. Ms. Rider holds a Bachelor of Arts in Psychology from Claremont McKenna College and an M.B.A. from Pepperdine University.
Qualifications: The Board believes that Ms. Rider is qualified to serve as a director based on her deep expertise in human capital management, medical device operations, and public company governance. Ms. Rider has over 25 years of experience in senior human resources leadership roles, including global responsibility for organizational design, talent development, and compensation programs. She brings valuable transaction experience from her service on IntriCon’s Special Committee during the company’s sale process, as well as experience overseeing global operations and technology implementations. Ms. Rider also offers relevant home medical and durable medical equipment experience from her leadership role at Sunrise Medical and medical device experience from senior positions at Alphatec Holdings and Intuitive Surgical. Her prior service as Chair of a public company compensation committee supports strong board-level governance and oversight.
Newly Appointed Director
Vafa Jamali was appointed as a Class I director and a member of the Audit Committee and Compliance Committee, effective as of the Effective Date. Mr. Jamali served as Chairman and Chief Executive Officer of ZimVie Inc., a medical technology company, from February 2021 to November 2025, where he led the company’s Nasdaq listing following the spin-out from Zimmer Biomet and helped each of the businesses (Spine and Dental) through significant portfolio optimization actions to support a turnaround to higher growth and profitability. Previously, Mr. Jamali served as the Chief Commercial Officer of Rockley Photonics, a silicon photonics company, where he led commercial strategic planning for the early-stage company from October 2020 until joining ZimVie. Prior to that, Mr. Jamali served as Senior Vice President and President, Respiratory, Gastrointestinal and Informatics (“RGI”) of Medtronic plc from May 2017 until October 2020. Before leading the RGI business, he served as Senior Vice President and President, Early Technologies of Medtronic plc from January 2016 until May 2017 and prior to that he served as Vice President and General Manager, GI Solutions of Medtronic plc from January 2015 until January 2016. Before joining Medtronic, Mr. Jamali held leadership positions with Covidien plc, Cardinal Health, Inc. and Baxter International Inc. Mr. Jamali currently serves on the board of directors of Baylis Medical Technologies, a private medical device company, and Eptam Plastics, a private medical equipment manufacturer. Mr. Jamali received his Bachelor of Commerce degree with distinction from the University of Alberta in Edmonton, Canada.
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Qualifications: The Board believes that Mr. Jamali is qualified to serve as a director based on his extensive public company leadership experience and deep expertise in the medical device and healthcare industries. Mr. Jamali’s tenure as Chief Executive Officer of ZimVie, where he led a strategic turnaround, and his senior leadership positions at Medtronic and other global healthcare companies, have provided him with significant experience in portfolio optimization, strategic transactions, and public company operations. He brings valuable perspective on capital markets, enterprise risk management, technology innovation, and global manufacturing and commercial operations. Mr. Jamali also offers direct experience in the respiratory and home medical sectors and has led large, complex organizations with global workforces. His prior public company board service supports effective governance oversight.
Director Independence
Our common stock is listed on the Nasdaq Global Select Market. Under the rules of the Nasdaq Global Select Market, independent directors must comprise a majority of a listed company’s Board of Directors. In addition, the rules of the Nasdaq Global Select Market require that, subject to specified exceptions, each member of a listed company’s Audit Committee, Compensation Committee, and Nominating and Governance Committee be independent. Under the rules of the Nasdaq Global Select Market, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Our Board has undertaken a review of its composition, the composition of its committees and the independence of each of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Ms. Mora, Ms. Rider, Mr. Boehnlein, Mr. King, Ms. Ladone, and Ms. Sahney, representing six of our seven directors, and Mr. Jamali, whose appointment as a director will become effective on the Effective Date, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the Nasdaq Global Select Market. Our Board also determined that Mr. Boehnlein (Chairperson), Mr. King and Ms. Ladone, who comprise our Audit Committee, and Mr. Jamali, whose appointment to our Audit Committee will become effective on the Effective Date; Ms. Ladone (Chairperson), Ms. Rider and Ms. Mora, who comprise our Compensation Committee; Ms. Rider (Chairperson), Ms. Sahney and Ms. Mora, who comprise our Nominating and Governance Committee, satisfy the independence standards and other qualifications for those committees established by applicable SEC rules and the listing standards of the Nasdaq Global Select Market. In addition, the Board determined that Thomas A. West, who previously served as a director and who resigned from the Board in January 2025, was independent during the period he served on the Board and satisfied the independence standards and other qualifications for the committees on which he served.
In making this determination, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining independence and eligibility to serve on board committees, including the beneficial ownership of our capital stock by each non-employee director.
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Board Leadership Structure
Our corporate governance principles require that the positions of chairperson of the Board and Chief Executive Officer must be held by separate persons and that the chairperson of our Board must be independent, as determined in accordance with the rules of the Nasdaq Global Select Market. Ms. Mora currently serves as the chairperson of our Board. Our Board believes that the Company’s current board leadership structure provides effective independent oversight of management while fostering open dialogue, rigorous discussion and appropriate checks and balances between the Board and management. The Board further believes that Ms. Mora is uniquely qualified to serve in her board leadership role based on her extensive experience managing large and complex organizations and her demonstrated leadership capabilities. Ms. Mora’s deep understanding of operational execution, strategic planning and corporate governance enables her to effectively identify strategic priorities, guide substantive and independent Board deliberations, and support disciplined decision‑making. Her experience, judgment and institutional knowledge position her to lead critical discussions, oversee the execution of the Company’s strategy and business plans, and promote long‑term stockholder value while maintaining strong Board independence and oversight.
Board Diversity
Inogen embraces our Board’s diversity of background, experience, culture, and other characteristics that make the Board unique. Diversity at the top sets the expectation for inclusion throughout the organization. As a result, we are disclosing specific diversity-related metrics, including self-identified sex, race, and sexual orientation. Four of the eight board directors (including Mr. Jamali, whose term will begin on the Effective Date) are female and three of our eight directors (including Mr. Jamali, whose term will begin on the Effective Date) self-identify as members of a racial or ethnic minority group or other underrepresented group.
Board Meetings and Committees
During 2025, our Board held six meetings (including regularly scheduled and special meetings), and each of our current directors attended at least 75% of the aggregate of (i) the total number of meetings of our Board during the periods that he or she served on the Board and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served on such committee.
It is the policy of our Board to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our Board at Annual Meetings of Stockholders, we encourage, but do not require, our directors to attend. All seven members of our Board who were then serving on the Board attended our 2025 Annual Meeting of Stockholders.
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We have established an Audit Committee, a Compensation Committee, a Compliance Committee, and a Nominating and Governance Committee.
We believe that the composition of these committees meets the criteria for independence under, and the functioning of these committees complies with the requirements of, the Sarbanes-Oxley Act of 2002, the rules of the Nasdaq Global Select Market, and SEC rules and regulations. We intend to comply with the requirements of the Nasdaq Global Select Market with respect to committee composition of independent directors. Each committee has the composition and responsibilities described below.
Audit Committee
The members of our Audit Committee are Mr. Boehnlein (Chairperson), Ms. Ladone and Mr. King, each of whom is a non-employee member of our Board. Mr. Jamali was appointed to the Board and as a member of our Audit Committee effective on the Effective Date, and will qualify as a non-employee member of our Board. The composition of our Audit Committee meets the requirements for independence under current Nasdaq Global Select Market listing standards and SEC rules and regulations. Each current and anticipated member of our Audit Committee also meets the financial literacy requirements of the Nasdaq Global Select Market listing standards. Mr. Boehnlein and Ms. Ladone are our Audit Committee financial experts, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and each of Mr. Boehnlein and Ms. Ladone are financially sophisticated, as defined under the listing standards of the Nasdaq Global Select Market. Our Audit Committee oversees our corporate accounting and financial reporting process and assists our Board in monitoring our financial systems. Our Audit Committee also:
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Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing requirements of the Nasdaq Global Select Market. A copy of the charter of our Audit Committee is available on our website at https://investor.inogen.com/corporate-governance/governance-documents. During 2025, our Audit Committee held five meetings.
Compensation Committee
The members of our Compensation Committee are Ms. Ladone (Chairperson), Ms. Rider and Ms. Mora. The composition of our Compensation Committee meets the requirements for independence under current Nasdaq Global Select Market listing standards and SEC rules and regulations. Each member of the Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Compensation Committee oversees our compensation policies, plans and benefits programs. Our Compensation Committee also:
Our Compensation Committee operates under a written charter that satisfies the listing standards of Nasdaq Global Select Market. A copy of the charter of our Compensation Committee is available on our website at https://investor.inogen.com/corporate-governance/governance-documents. During 2025, our Compensation Committee held five meetings.
The Compensation Committee regularly reviews the services provided by its outside consultants and believes that its current outside consultant, Aon Consulting, Inc. (“Aon”), and its former outside consultant, Mercer LLC, a subsidiary of March & McLennan Companies, Inc. (“Mercer”), are independent in providing executive compensation consulting services. Mercer performed the Company’s executive compensation consulting services from July 2024 through May 2025. The transition of compensation consulting services was not the result of any disagreement between Mercer and us relating to our policies or practices related to executive compensation. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.
Compliance Committee
The current members of our Compliance Committee are Mr. King (Chairperson), Ms. Sahney and Mr. Boehnlein. Mr. Jamali was appointed to the Board and a member of our Compliance Committee, effective on the Effective Date. Mr. West served on the Compliance Committee until his resignation from the Board in January 2025. Our Compliance Committee oversees our compliance with healthcare, legal and regulatory requirements. Our Compliance Committee also:
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Our Compliance Committee operates under a written charter that satisfies the listing standards of the Nasdaq Global Select Market. During 2025, our Compliance Committee held four meetings.
Nominating and Governance Committee
The current members of our Nominating and Governance Committee are Ms. Rider (Chairperson), Ms. Sahney and Ms. Mora. Ms. Sahney was appointed to the Nominating and Governance Committee in January 2025. Mr. West served on the Nominating and Governance Committee until his resignation from the Board in January 2025. The composition of our Nominating and Governance Committee meets the requirements for independence under current Nasdaq Global Select Market listing standards and SEC rules and regulations. Our Nominating and Governance Committee oversees our plans and benefits programs. Our Nominating and Governance Committee also:
Our Nominating and Governance Committee operates under a written charter that satisfies the listing standards of the Nasdaq Global Select Market. A copy of the charter of our Nominating and Governance Committee is available on our website at https://investor.inogen.com/corporate-governance/governance-documents. During 2025, our Nominating and Governance Committee held three meetings.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee (which consists of Ms. Ladone, Ms. Rider, and Ms. Mora) and none of the members of our Compensation Committee that served during the past year are now or have previously been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or our current Compensation Committee.
Identifying and Evaluating Nominees for Director
The Nominating and Governance Committee will use the following procedures to identify and evaluate any individual recommended or offered for nomination to the Board:
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– the current size and composition of the Board and the needs of the Board and the respective committees of the Board;
– such factors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like. The Nominating and Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors; and
– other factors that the Nominating and Governance Committee deems appropriate.
The Nominating and Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on the Board:
If the Nominating and Governance Committee determines that an additional or replacement director is required, the Nominating and Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Governance Committee, the Board or management.
The Nominating and Governance Committee may propose to the Board a candidate recommended or offered for nomination by a stockholder as a nominee for election to the Board.
In 2026, the Nominating and Governance Committee and the Board, after following the procedures described above and engaging with its stockholders, determined that adding an additional director with strategic experience in the medical device industry and public company experience at a scale comparable to Inogen would be beneficial to the Board and the Company’s stockholders. The Board considered multiple candidates and perspectives as part of its evaluation process and, after conducting an extensive assessment of the qualifications and experience of Vafa Jamali, the Nominating and Governance Committee recommended that the Board consider appointing him to the Board. In April 2026, the Board appointed Mr. Jamali to the Board, effective on the Effective Date.
Stockholder Recommendations for Nominations to the Board
It is the policy of the Nominating and Governance Committee of the Board to consider recommendations for candidates to the Board from stockholders holding no less than 1% of the outstanding shares of the Company’s common stock continuously for at least 12 months prior to the date of the submission of the recommendation or nomination.
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A stockholder that wants to recommend a candidate for election to the Board should direct the recommendation in writing by letter to the Company, attention of the Corporate Secretary, at 500 Cummings Center, Suite 2800, Beverly, Massachusetts 01915. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending stockholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership, including issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like and personal references.
A stockholder that instead desires to nominate a person directly for election to the Board at an Annual Meeting of the Stockholders must meet the deadlines and other requirements set forth in our bylaws and the rules and regulations of the Securities and Exchange Commission, including Rule 14a-19 under the Exchange Act. For information regarding stockholder proposals and director nominations, please see the section titled “Proposals and Director Nominations of Stockholders for 2027 Annual Meeting”.
Stockholder Engagement and Responsiveness
We believe that effective corporate governance includes proactive outreach and constructive engagement with our stockholders to elicit feedback on the topics most relevant and important to them. Any feedback allows the Board and our executives to more fully understand and thoughtfully consider a broad range of perspectives on issues, and drives increased corporate accountability and improved decision making. We believe this ultimately assists in creating long-term stockholder value.
At the annual meeting of stockholders held in May 2025, approximately 70% of the votes cast on the election of our directors (excluding broker non-votes and abstentions) were cast in favor of the Company's director nominees. Following these results, and consistent with our commitment to engage with and respond to our stockholders, we expanded our stockholder outreach efforts to better understand current perspectives on our director elections.
Over the past year, we have taken numerous responsive actions informed by stockholder feedback. In May 2025, management hired a Senior Vice President, Investor Relations & Strategic Planning, strengthening our capacity for proactive and consistent investor communications. Following this appointment, we conducted a survey administered by Gilmartin Group LLC to solicit stockholder feedback, including views on governance and strategy. The survey results informed management’s and the Board’s understanding of stockholder perspectives and helped further shape our ongoing engagement efforts. Based on our outreach to stockholders and the results of the survey, the key topics of engagement included our overall business strategy, corporate governance practices, our operating performance and various risks and opportunities.
In response to stockholder feedback and to further enhance the Board’s expertise in key business and strategic areas, the Board appointed Mr. Vafa Jamali as a member of the Board as a Class I director, effective as of the Effective Date, with a term expiring at the Company’s 2027 annual meeting of stockholders. The Board also appointed Mr. Jamali to the Audit Committee and the Compliance Committee, effective as of the Effective Date. Additionally, as part of our stockholder engagement, several stockholders urged us to consider changing our classified Board structure. To further enhance the Company’s commitment to strong corporate governance practices and to enhance director accountability, the Board determined that it would be advisable and in the best interest of our stockholders to declassify our Board.
On January 20, 2026, Ryan Kaeding provided notice to the Corporate Secretary (the “Kaeding Notice”) that he intended to nominate himself as a director candidate for election at the Annual Meeting. The Board determined that the Kaeding Notice did not comply with the requirements for the nomination of directors under our bylaws. On April 16, 2026, Mr. Kaeding withdrew the Kaeding Notice.
As part of our continuing, active engagement with stockholders, on April 6, 2026, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Kent Lake, Kent Lake PR LLC (“Kent Lake PR”) and Benjamin Natter (collectively with Kent Lake and Kent Lake PR, the “Investor Parties” and each, an “Investor Party”).
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During the term of the Cooperation Agreement (described below), the Investor Parties have agreed to vote all shares of the Company’s common stock beneficially owned by them at all meetings of the Company’s stockholders in accordance with the Board’s recommendations, except that the Investor Parties may vote in their discretion on Extraordinary Transactions (as defined in the Cooperation Agreement) and proposals involving the implementation of takeover defenses not in existence as of the date of the Cooperation Agreement.
The Investor Parties have also agreed to certain customary standstill provisions prohibiting them from, among other things, (i) soliciting proxies, (ii) advising or knowingly encouraging any person with respect to the disposition of any securities of the Company, subject to limited exceptions, (iii) acquiring, in the aggregate, beneficial ownership of more than 4.99% of the outstanding shares of Voting Securities (as defined in the Cooperation Agreement) and (iv) taking actions to change or influence the Board, management or the direction of certain Company matters, in each case as further described in the Cooperation Agreement.
The Cooperation Agreement will terminate on the earlier of (i) 30 calendar days before the deadline for director nominations and stockholder proposals for the Company’s 2027 annual meeting of stockholders and (ii) January 11, 2027.
Communications with the Board
Stockholders and other interested parties who wish to communicate directly with the Board or any individual director may do so by writing to the following address: Inogen, Inc., 500 Cummings Center, Suite 2800, Beverly, Massachusetts 01915, Attn: Corporate Secretary. Our Corporate Secretary monitors these communications and will provide a summary of all received messages to the Board and will forward the relevant correspondence to the Board, as appropriate. Our Corporate Secretary will not forward any communication that is a personal grievance, unrelated to the functions of the Board and the directors’ duties, a business solicitation, an advertisement, or a survey, or is inappropriate, unduly hostile or threatening.
This procedure for stockholder and other interested party communications with the non-management directors is administered by the Company’s Nominating and Governance Committee. This procedure does not apply to (a) communications to non-management directors from officers or directors of the Company who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, or (c) communications to the Audit Committee pursuant to the Complaint Procedures for Accounting and Auditing Matters.
Please refer to the full text of our advance notice bylaw provisions for additional information and requirements. A copy of our bylaws has been filed with our Annual Report on Form 10-K for the year ended December 31, 2025 and may be obtained by writing to our Corporate Secretary at the address listed above.
Corporate Governance Principles and Code of Ethics and Conduct
Our Board has adopted Corporate Governance Principles. These principles address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. It is our policy that the positions of Chairperson and CEO must be held by separate persons and the Chairperson must be independent as defined in the applicable Nasdaq and SEC rules. In addition, our Board has adopted a Code of Ethics and Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Principles and our Code of Ethics and Conduct is posted on our website at https://investor.inogen.com/corporate-governance/governance-documents. We intend to post any amendments to our Code of Ethics and Conduct, and any waivers of our Code of Ethics and Conduct for directors and executive officers, on the same website.
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Risk Management
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the Company faces, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.
Our Board believes that open communication between management and our Board is essential for effective risk management and oversight. Our Board meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our Board as well as at such other times as they deem appropriate, where, among other topics, they discuss strategy and risks facing the Company.
While our Board is ultimately responsible for risk oversight, our Board committees assist our Board in fulfilling its oversight responsibilities in certain areas of risk. Our Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, cybersecurity, and legal and ethical, compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also reviews our major financial risk exposures, and the steps management has taken to monitor and control these exposures. In addition, our Audit Committee monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risk associated with Board organization, membership and structure, ESG reporting, and corporate governance. Our Compensation Committee also oversees risks related to our compensation policies to ensure that our compensation programs do not encourage unnecessary risk-taking. Our Compliance Committee oversees regulatory compliance areas. Finally, our full Board reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.
Director Compensation
In October 2025, our Board, upon recommendation of the Compensation Committee and in consultation with Aon, reviewed our non-employee director compensation program as well as our “Equity Ownership Guidelines” and determined that no changes were necessary. A more detailed description of these guidelines is provided in the “Equity Ownership Guidelines” section of this proxy statement below.
Cash Compensation. All non-employee directors are entitled to receive the following cash compensation for their services:
All cash payments to non-employee directors are paid quarterly in arrears on a pro-rata basis.
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Equity Compensation.
Initial Awards: Each non-employee director who first joins our Board will be granted an initial award of restricted stock units (“RSUs”) covering a number of shares equal to the product of (i) the number of RSUs subject to the Annual Award (as defined below) provided to non-employee directors at the last annual meeting of stockholders preceding the date in which such person first becomes a non-employee director (the “Start Date”) multiplied by (ii) a fraction (A) the numerator of which is (x) 12 minus (y) the number of fully completed months between the date of the last annual meeting and the start date and (B) the denominator of which is 12, rounded to the nearest whole share. Each such initial award will vest on the same date as the other Annual Awards that are outstanding as of the grant date, subject to the non-employee director continuing to be a service provider through the applicable vesting date.
Annual Awards: On the date of each annual meeting of stockholders, each non-employee director will automatically be granted an award of RSUs covering a number of shares having a grant date fair value of $180,000, rounded down to the nearest whole share (the “Annual Award”). The Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the Annual Meeting following the date the Annual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date.
Elections to Receive RSUs in Lieu of Cash Compensation: Each non-employee director who serves as Chairperson of our Board may elect to convert all or a portion of his or her cash compensation for service as Chairperson of our Board into an award of RSUs covering a number of shares having a grant date fair value equal to the aggregate amount of cash compensation for which the non-employee director submitted an award election, rounded down to the nearest whole share. Such award will be granted on the date of the annual meeting of stockholders and will vest quarterly in equal amounts, subject to the non-employee director continuing to be a service provider through each applicable vesting date.
All awards granted to non-employee directors of our Board are subject to 100% vesting acceleration in connection with a “change in control” pursuant to our Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”).
The table below shows compensation earned by our non-employee directors during 2025. Directors who are also our employees receive no additional compensation for their service as a director while they are also employees. During the year ended December 31, 2025, Mr. Smith served in the role of President and Chief Executive Officer and therefore is treated as a NEO. Mr. Smith’s compensation is set forth in the “2025 Summary Compensation Table” below.
2025 Director Compensation Table
|
|
Cash |
|
|
Stock |
|
|
All Other |
|
|
|
|
||||
Name |
|
Compensation |
|
|
Awards(1) |
|
|
Compensation |
|
|
Total |
|
||||
Elizabeth Mora(2) |
|
$ |
132,500 |
|
|
$ |
179,998 |
|
|
|
— |
|
|
$ |
312,498 |
|
Kevin King(3) |
|
|
65,000 |
|
|
|
179,998 |
|
|
|
— |
|
|
|
244,998 |
|
Glenn Boehnlein(4) |
|
|
70,000 |
|
|
|
179,998 |
|
|
|
— |
|
|
|
249,998 |
|
Heather Rider(5) |
|
|
62,500 |
|
|
|
179,998 |
|
|
|
— |
|
|
|
242,498 |
|
Mary Kay Ladone(6) |
|
|
70,000 |
|
|
|
179,998 |
|
|
|
— |
|
|
|
249,998 |
|
Mira Sahney(7) |
|
|
50,417 |
|
|
|
255,264 |
|
|
|
|
|
|
305,681 |
|
|
Thomas A. West(8) |
|
|
4,583 |
|
|
|
— |
|
|
|
— |
|
|
|
4,583 |
|
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Equity Ownership Guidelines
We maintain equity ownership guidelines to further align interests of directors and executives with those of our stockholders. The guideline level for non-employee directors is three times the annual cash retainer for Board service. A more detailed description of these guidelines is provided in the “Equity Ownership Guidelines” section of this proxy statement below. As of December 31, 2025, the respective ownership levels of all of our non-employee directors met the current guidelines.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board is currently comprised of seven members. In accordance with our current Charter, our Board is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring.
On April 6, 2026, the Board appointed Mr. Vafa Jamali as a member of the Board as a Class I director, effective as of the Effective Date, with a term expiring at the Company’s 2027 annual meeting of stockholders. The Board also appointed Mr. Jamali to the Audit Committee and the Compliance Committee, effective as of the Effective Date.
Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of our Company.
Nominees
As described under the section titled “Board of Directors and Corporate Governance—Identifying and Evaluating Nominees for Director,” the Nominating and Governance Committee and the Board consider a number of factors, including proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing Board and the ability to assist and support management and make significant contributions to the Company’s success.
Our Nominating and Governance Committee has recommended, and the Board unanimously approved, Mr. Boehnlein and Ms. Sahney as nominees for election as Class III directors at the Annual Meeting. If elected, each of Mr. Boehnlein and Ms. Sahney will serve as Class III directors until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Each of the nominees is currently a director of our Company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”
If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Mr. Boehnlein and Ms. Sahney. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.
Each nominee has consented to serve if elected. However, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board to fill such vacancy.
Vote Required
The election of Class III directors requires a plurality of the shares of common stock present virtually in person or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. This means that the two director nominees receiving the greatest number of votes cast “FOR” their election will be elected. “WITHHOLD” votes will result in the applicable nominee receiving fewer votes cast “FOR” such nominee. Abstentions and broker non-votes will have no effect on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” the election of EACH OF the TWO directors nominated by our board of directors AND NAMED IN THIS PROXY STATEMENT to serve as class iii directors for a three-year term.
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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed Deloitte & Touche LLP to audit the financial statements of our Company for the fiscal year ending December 31, 2026 and recommends that stockholders vote in favor of the ratification of such appointment. During the year ended December 31, 2025, Deloitte & Touche LLP served as our independent registered public accounting firm.
At the Annual Meeting, stockholders are being asked to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Stockholder ratification of the appointment of Deloitte & Touche LLP is not required by our bylaws or other applicable legal requirements. However, our Board is submitting the appointment of Deloitte & Touche LLP to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of a majority of the shares of common stock present virtually in person or represented by proxy at the Annual Meeting and entitled to vote thereon, such appointment will be reconsidered by our Audit Committee. Even if the appointment is ratified, our Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 2026 if our Audit Committee believes that such a change would be in the best interests of Inogen and its stockholders. A representative of Deloitte & Touche LLP is expected to be present virtually at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and is expected to be available to respond to appropriate questions from stockholders.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to us by Deloitte & Touche LLP for our fiscal years ended December 31, 2025 and 2024, respectively.
|
|
2025 |
|
|
2024 |
|
||
Audit fees(1) |
|
$ |
1,574,000 |
|
|
$ |
1,400,000 |
|
Audit-related fees(2) |
|
|
— |
|
|
|
84,900 |
|
Tax fees(3) |
|
|
— |
|
|
|
— |
|
All other fees(4) |
|
|
1,900 |
|
|
|
— |
|
Total fees |
|
$ |
1,575,900 |
|
|
$ |
1,484,900 |
|
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Auditor Independence
In 2025, there were no other professional services provided by Deloitte & Touche LLP that would have required our Audit Committee to consider their compatibility with maintaining the independence of Deloitte & Touche LLP.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our Audit Committee is required to pre-approve all audit and permissible non‑audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All fees paid to Deloitte & Touche LLP for our fiscal years ended December 31, 2025 and 2024 were pre-approved by our Audit Committee.
Vote Required
The ratification of the appointment of Deloitte & Touche LLP requires the affirmative vote of a majority of the shares of our common stock present virtually in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.
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PROPOSAL NO. 3
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables stockholders to approve, on an advisory or non-binding basis, the compensation of our NEOs as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our NEOs compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs, and the philosophy, policies and practices described in this proxy statement. Section 14A requires that we submit a proposal to stockholders similar to this one at least every three years. Based on the recommendation of our stockholders, we intend to submit a proposal similar to this one to our stockholders every year.
The Say-on-Pay vote is advisory, and therefore is not binding on us, the Compensation Committee or our Board. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote, consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
We believe that the information provided in the “Executive Compensation” section of this proxy statement, including the information discussed in “Compensation Discussion and Analysis—Executive Compensation Philosophy and Program Design” beginning on page 47 below, particularly the continued use of performance-based awards in our equity plan, demonstrates that our executive compensation program is designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the NEOs, as disclosed in the proxy statement for the 2026 Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure.”
Vote Required
Approval of NEO compensation requires the affirmative vote of a majority of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.
As an advisory vote, this proposal is non-binding. Although the vote is non-binding, our Board and our Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our NEOs.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF THE NAMED EXECUTIVE OFFICER COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT.
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PROPOSAL NO. 4
APPROVAL OF THE AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN
Background and Reasons for the Approval
On March 18, 2026, the Board, upon recommendation of the Compensation Committee, approved, subject to approval by our stockholders, the Inogen, Inc. Amended and Restated 2023 Equity Incentive Plan (the “Amended and Restated Plan”), which incorporates certain amendments to the existing 2023 Plan. The Amended and Restated Plan incorporates an amendment to increase the number of shares of the Company’s common stock available for issuance under the plan by an additional 750,000 shares. If the Amended and Restated Plan is not approved, the 2023 Plan will continue in effect, but we will not have sufficient shares available to continue to make equity awards to eligible persons and not likely to fulfill the forecasted needs beyond the fiscal calendar year.
We have historically provided stock options, restricted stock awards, and restricted stock units as an incentive to our employees, directors and consultants to promote increased stockholder value. Our Board and management believe that stock options, restricted stock, restricted stock units, and other types of equity awards are one of the primary ways to attract and retain key personnel responsible for the continued development and growth of our business, and to motivate all employees to increase stockholder value. In addition, stock options, restricted stock, restricted stock units, and other types of equity awards are considered a competitive necessity in the life sciences industry in which we compete.
Our Board believes that the Company must offer a competitive equity incentive program if it is to continue to successfully attract and retain the best possible candidates for positions of substantial responsibility within the Company. Our Board expects that the Amended and Restated Plan will be an important factor in attracting, retaining and rewarding high caliber employees who are essential to our success and in providing incentive to these individuals to promote the success of the Company.
The Board of Directors unanimously recommends that stockholders vote “FOR” the adoption of the Amended and Restated 2023 Equity Incentive Plan.
Summary of Proposed Amendments
The material change made by the Amended and Restated Plan is described below. However, the description is qualified in its entirety by the text of the Amended and Restated Plan, which is attached to this proxy statement as Exhibit B.
Increase in Share Reserve. The Amended and Restated Plan increases the number of shares of our common stock reserved for issuance under the current 2023 Plan by 750,000 shares.
To determine the size of the proposed increase in shares reserved under the Amended and Restated Plan, the Compensation Committee and Board considered the following factors: (i) shares available under the 2023 Plan (ii) potential dilutive effect of the requested increase in the share reserve, and (iii) our three-year average burn rate (e.g., annual shares granted as a percentage of common shares outstanding).
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We expect the increased share reserve under the Amended and Restated Plan will help us remain competitive in a challenging labor environment and allow us to better attract and retain top talent and align the interests of our employees and stockholders.
Highlights of the Amended and Restated 2023 Equity Incentive Plan
The following number of shares of our common stock will be reserved for issuance under the Amended and Restated Plan: (i) 3,100,000 shares, plus (ii) (A) 842,335 shares that, as of immediately before the termination or expiration of the 2014 Plan, were reserved but not issued under any 2014 Plan awards and were not subject to any awards granted under the 2014 Plan, plus (B) 1,432,574 shares and any of the remaining 6,695 shares subject to awards granted under the 2014 Plan or the 2012 Plan that, after the 2014 Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares that may be added to the Amended and Restated Plan under clause (ii) above equal to 2,385,032 shares.
The Amended and Restated Plan includes several features that are consistent with protecting the interests of our stockholders and sound corporate governance practices. These features are highlighted below and are more fully described in the summary of the Amended and Restated Plan further below in this proposal. The summary is qualified in its entirety by reference to the Amended and Restated Plan as set forth in Appendix B.
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Considerations of the Board of Directors in Making its Recommendation
After the consideration and input of our Compensation Committee, our Board approved the Amended and Restated Plan and the increase in the number of shares of our common stock reserved under the Amended and Restated Plan. The number of shares reserved under the Amended and Restated Plan is proposed in order to give our Board and our Compensation Committee continued flexibility to grant stock options, restricted stock, restricted stock units, and other types of equity awards.
Our Board and management believe that granting equity awards motivates higher levels of performance, aligns the interests of employees and stockholders by giving employees the perspective of owners with equity stakes in the Company, and provides an effective means of recognizing employee contributions to our success. Our Board and management also believe that equity awards are of great value in recruiting and retaining highly qualified technical and other key personnel who are in great demand, as well as rewarding and encouraging current employees and other service providers. Finally, our Board and management believe that the ability to grant equity awards will be important to our future success by helping us to accomplish these objectives.
If our stockholders approve the Amended and Restated Plan, we currently anticipate that the shares available under the Amended and Restated Plan will be sufficient to meet our expected needs through calendar year 2026. We anticipate that we will be requesting additional shares under the Amended and Restated Plan at our 2027 annual meeting of stockholders. However, future circumstances and business needs may dictate a different result. In determining the number of shares to be reserved for issuance under the Amended and Restated Plan, our Compensation Committee and our Board also considered the following:
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Summary of the Amended and Restated 2023 Equity Incentive Plan
The following is a summary of the principal features of the Amended and Restated Plan and its operation. The summary is qualified in its entirety by reference to the Amended and Restated Plan as set forth in Appendix B.
General
The purposes of the Amended and Restated Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants who perform services to the Company, and to promote the success of the Company’s business. These incentives are provided through the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares.
Authorized Shares
Subject to the adjustment provisions contained in the Amended and Restated Plan, stockholders are being asked to approve the reservation of the following number of shares of our common stock for issuance under the Amended and Restated Plan: (i) 3,100,000 shares, plus (ii) (A) 842,335 shares that, as of immediately before the termination or expiration of the 2014 Equity Incentive Plan (the “2014 Plan”), were reserved but not issued under any 2014 Plan awards and were not subject to any awards granted under the 2014 Plan, plus (B) 1,432,574 shares and any of the remaining 6,695 shares subject to awards granted under the 2014 Plan or the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) that, after the 2014 Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares that may be added to the Amended and Restated Plan under clause (ii) above equal to 2,385,032 shares. In addition, shares may become available for issuance under the Amended and Restated Plan as described in the next paragraph. The shares may be authorized, but unissued, or reacquired common stock. As of March 3, 2026, there were no shares subject to awards outstanding under the 2012 Plan and there were 6,695 shares subject to awards outstanding under the 2014 Plan (in the case of performance-based awards, based on the maximum number of shares that may be issued under such awards).
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If any award granted under the Amended and Restated Plan expires or becomes unexercisable without having been exercised in full, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased by the Company due to failure to vest, then the unpurchased or forfeited or repurchased shares subject to such award will become available for future grant or sale under the Amended and Restated Plan (unless the Amended and Restated Plan has terminated). Upon exercise of a stock appreciation right settled in shares, the gross number of shares covered by the portion of the exercised stock appreciation right (whether or not actually issued as a result of such exercise) will cease to be available under the Amended and Restated Plan. If an award is paid out in cash rather than shares, the number of shares available for issuance under the Amended and Restated Plan will not be reduced.
Adjustments to Shares Subject to the Amended and Restated Plan
In the event of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure affecting our common stock occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Amended and Restated Plan, will adjust the number and class of shares of stock that may be delivered under the Amended and Restated Plan, and/or the number, class and price of shares of stock subject to outstanding awards, and the numerical share limits in the Amended and Restated Plan.
Administration
The Amended and Restated Plan will be administered by our Board, any committee of our Board, or a committee of individuals satisfying applicable laws and stock exchange guidelines appointed by our Board or a duly authorized committee of our Board in accordance with the terms of the Amended and Restated Plan (the “Administrator”). In the case of transactions, including grants to certain officers and key employees of the Company, intended to qualify, as exempt under Rule 16b-3 of the Exchange Act, the members of the committee must qualify as “non-employee directors” under Rule 16b‑3 of the Exchange Act.
Subject to the terms of the Amended and Restated Plan, the Administrator has the authority to interpret and administer the Amended and Restated Plan, including but not limited to, the authority, in its discretion, to select the employees, consultants, and directors who will receive awards, to determine the terms and conditions of awards, to modify or amend each award (subject to the restrictions of the Amended and Restated Plan), including to accelerate vesting or waive forfeiture restrictions, to extend the post-service exercise period applicable to an award, and to interpret the provisions of the Amended and Restated Plan and outstanding awards. The Administrator may allow a participant to defer the receipt of payment of cash or delivery of shares that otherwise would be due to such participant. The Administrator may make rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non-U.S. laws, easing administration of the Amended and Restated Plan, or qualifying for favorable tax treatment under applicable non-U.S. laws and may make all other determinations deemed necessary or advisable for administering the Amended and Restated Plan. The Administrator may temporarily suspend the exercisability of an award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes or to comply with applicable laws, provided that such suspension must be lifted before the expiration of the maximum term and post-service exercisability period of an award, unless doing so would not comply with applicable laws.
Eligibility
Awards may be granted to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company. As of March 3, 2026, approximately 728 employees, six non-employee directors, and eight consultants were eligible to participate in the Amended and Restated Plan. As of the same date, the closing price of a share of our common stock as reported on the Nasdaq Global Select Market was $6.21.
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Limitations
The Administrator may not institute an exchange program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have a higher or lower exercise price and/or different terms), awards of a different type and/or cash, (ii) which participants have the opportunity to transfer outstanding awards to a financial institution, or (iii) the exercise price of an outstanding award is reduced.
Dividends or other distributions payable with respect to shares subject to equity awards will not be paid before and unless the underlying shares vest. No dividends or other distributions will be paid with respect to shares that are subject to unexercised options or stock appreciation rights.
Except for awards granted under our non-employee director compensation program, no portion of an award granted under the Amended and Restated Plan may vest earlier than the one-year anniversary of such award’s date of grant, unless accelerated by reason of an award holder’s death or disability, provided that awards may be granted to any service provider (or awards may be modified) without regard to such minimum vesting requirements to the extent such grants (or modifications) would not result in the issuance of an aggregate of more than 5% of the shares reserved for issuance under the Amended and Restated Plan. Substitute awards do not count against the 5% limit.
The Amended and Restated Plan provides, in any fiscal year, that no non-employee director may be granted equity awards (the value of which will be based on their grant date fair value determined in accordance with U.S. generally accepted accounting principles (“GAAP”)) and be provided any cash retainers or annual or meeting fees for service as a non-employee director in amounts that, in the aggregate, exceed $750,000, except that such amount will be increased to $1,000,000 in the fiscal year of his or her initial service as a non-employee director. Any equity awards or other compensation provided to an individual while he or she was an employee, or while he or she was a consultant but not a non-employee director, will not count for purposes of these limitations.
Stock Options
Each option granted under the Amended and Restated Plan will be evidenced by a written or electronic agreement between the Company and a participant specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the Amended and Restated Plan.
The exercise price per share of each option may not be less than the fair market value of a share of our common stock on the date of grant. However, an exception may be made for any options that are granted in substitution for options held by employees of companies that the Company acquires in a manner consistent with Section 424(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, any incentive stock option granted to an employee who, at the time of grant, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “Ten Percent Stockholder”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options that first become exercisable by any participant during any calendar year also may not exceed $100,000. Generally, the fair market value of our common stock is the closing price of our stock on any established stock exchange or national market system on the applicable date.
The Amended and Restated Plan provides that the Administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when the Company receives the notice of exercise and full payment for the shares to be exercised, together with any applicable tax withholdings.
Options will be exercisable at such times or under such conditions as determined by the Administrator and set forth in the award agreement. The maximum term of an option will be specified in the award agreement, but an incentive stock option must have a term not exceeding 10 years (or in the case of an incentive stock option granted to a Ten Percent Stockholder, five years).
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The Administrator will determine and specify in each award agreement, and solely in its discretion, the period of exercise applicable to each option following a service provider’s cessation of service. In the absence of such a determination by the Administrator, the participant generally will be able to exercise his or her option for (i) three months following his or her cessation of service for reasons other than death or disability, and (ii) 12 months following his or her cessation of service due to disability or following his or her death while holding the option. An award agreement may provide for an extension of a post-service exercise period upon a cessation of service for reasons other than death or disability if the exercise of the option following such cessation of service would result in liability under Section 16(b) of the Exchange Act or would violate the registration requirements under the Securities Act.
Restricted Stock Awards
Awards of restricted stock are awards of issued and outstanding shares, which vest in accordance with the terms and conditions established by the Administrator in its sole discretion. Each restricted stock award granted will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and the other terms and conditions of the award, consistent with the requirements of the Amended and Restated Plan. Restricted stock awards may be subject to vesting conditions if and as the Administrator specifies, and the shares acquired may not be transferred by the participant until vested. The Administrator may set restrictions based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit or individual), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.
Unless otherwise provided by the Administrator, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed before the participant’s cessation of service. Unless the Administrator provides otherwise, and subject to the general rules in the Amended and Restated Plan related to dividends (described below), participants holding restricted stock will have the right to vote the underlying shares. The Administrator may, in its sole discretion, reduce or waive any restrictions and may accelerate the time at which any restrictions will lapse or be removed.
Restricted Stock Units
The Administrator may grant restricted stock units which represent a right to receive shares at a future date as set forth in the participant’s award agreement. Each restricted stock unit granted under the Amended and Restated Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and other terms and conditions of the award, consistent with the requirements of the Amended and Restated Plan. Restricted stock units may be settled, in the sole discretion of the Administrator, in shares, cash or a combination of cash and shares.
Restricted stock units will result in a payment to a participant only if the performance goals or other vesting criteria (if any) the Administrator may establish are achieved or the awards otherwise vest. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion, which, depending on the extent to which they are met, will determine the number of restricted stock units to be paid out to participants.
After the grant of a restricted stock unit award, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units as of the date set forth in the award agreement.
Stock Appreciation Rights
A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. Each stock appreciation right granted under the Amended and Restated Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the exercise price and the other terms and conditions of the award, consistent with the requirements of the Amended and Restated Plan.
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The exercise price per share of each stock appreciation right may not be less than the fair market value of a share on the date of grant. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined by multiplying (i) the difference between the fair market value of a share on the date of exercise over the exercise price by (ii) the number of exercised shares. The Company may pay the appreciation in cash, in shares, or in some combination of cash and shares. The term of a stock appreciation right will be set forth in the award agreement. The terms and conditions relating to the period of exercise following a cessation of service with respect to options described above also apply to stock appreciation rights.
Performance Units and Performance Shares
Performance units and performance shares may also be granted under the Amended and Restated Plan. Performance units and performance shares are awards that will result in a payment to a participant based on the achievement of the performance goals or other vesting criteria (if any) the Administrator may establish or the awards otherwise vest. Each award of performance units or shares granted under the Amended and Restated Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the performance period and other terms and conditions of the award, consistent with the requirements of the Amended and Restated Plan. Earned performance units and performance shares will be paid, in the sole discretion of the Administrator, in the form of cash, shares (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period), or in a combination of cash and shares. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit or individuals goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion, and which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants.
After the grant of a performance unit or performance share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Performance units will have an initial value established by the Administrator on or before the date of grant. Each performance share will have an initial value equal to the fair market value of a share on the grant date. A participant will forfeit any performance shares or units that are unearned or unvested as of the date set forth in the award agreement.
Transferability of Awards
Unless determined otherwise by the Administrator and subject to the terms of the Amended and Restated Plan, awards granted under the Amended and Restated Plan generally are not transferable other than by will or by the laws of descent and distribution, and all rights with respect to an award granted to a participant generally will be available during a participant’s lifetime only to the participant. If the Administrator makes an award transferable, such award will contain such additional terms and conditions as the Administrator deems appropriate.
Dissolution or Liquidation
In the event of the Company’s proposed dissolution or liquidation, the Administrator will notify each participant as soon as practicable before the effective date of such proposed transaction. An award will terminate immediately before consummation of such proposed action to the extent the award has not been previously exercised or vested.
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Change in Control
The Amended and Restated Plan provides that, in the event of a merger of the Company with or into another corporation or entity or a “change in control” (as defined in the Amended and Restated Plan), each award will be treated as the Administrator determines without a participant’s consent, including, without limitation, that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation or its affiliate with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately before the consummation of such merger or change in control; (iii) outstanding awards will vest and become exercisable, realizable or payable or restrictions applicable to an award will lapse, in whole or in part, before or upon consummation of such merger of change in control, and, to the extent the Administrator determines, terminate upon or immediately before the effectiveness of such merger or change in control; (iv) (A) the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by the Company without payment), or (B) the replacement of such award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the above. In taking any of the actions permitted by the Amended and Restated Plan, the Administrator will not be obligated to treat all awards, all awards held by a participant, all awards of the same type, or all portions of awards, similarly in the transaction.
If the successor corporation does not assume or substitute for an award (or portion of an award), the participant will fully vest in and have the right to exercise the participant’s outstanding options and stock appreciation rights (or portions of such awards) that are not assumed or substituted for, all restrictions on restricted stock, restricted stock units, performance shares and performance units (or portions of such awards) not assumed or substituted for will lapse, and, with respect to such awards with performance-based vesting (or portions of such awards), all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the Company or any of its subsidiaries or parents. In addition, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the Company or any of its subsidiaries or parents, if an option or stock appreciation right (or portion of such award) is not assumed or substituted for, the Administrator will notify the participant in writing or electronically that the option or stock appreciation right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the option or stock appreciation right (or its applicable portion) will terminate upon the expiration of such period.
If the service of an award holder is terminated on or within the 12 months following a change in control, as a result of an involuntary termination as defined in the Amended and Restated Plan, his or her options, restricted stock units and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock will lapse, and all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100% of target levels, and all other terms and conditions met, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the Company or any of its subsidiaries or parents.
In addition, with respect to awards granted to a non-employee director while such individual was a non-employee director, in the event of a change in control, the non-employee director’s options, stock appreciation rights, restricted stock and restricted stock units, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock will lapse, and all performance goals or other vesting for his or her performance shares and units will be deemed achieved at 100% of target levels, and all other terms and conditions met, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the Company or any of its subsidiaries or parents.
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Forfeiture Events
The Administrator may specify in an award agreement that the participant’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events. Awards will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under any clawback policy that we are required to adopt under the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by applicable laws. The Administrator may require a participant to forfeit, return or reimburse us all or a portion of the award and any amounts paid under the award, according to such clawback policy or in order to comply with applicable laws.
Termination or Amendment
The Amended and Restated Plan will automatically terminate 10 years from the date of its initial adoption by our Board in 2023, unless terminated at an earlier time by the Administrator. The Administrator may amend, alter, suspend or terminate the Amended and Restated Plan at any time, provided that the Company will obtain stockholder approval of any amendment to the extent approval is necessary and desirable to comply with any applicable laws. No amendment, alteration, suspension or termination of the Amended and Restated Plan will materially impair the rights of any participant unless mutually agreed otherwise between the participant and the Administrator.
Federal Tax Aspects
The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the Amended and Restated Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or non-U.S. country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.
Incentive Stock Options
An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.
The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.
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Nonstatutory Stock Options
Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special U.S. tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or the sale of the stock acquired through such grant.
Stock Appreciation Rights
In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares of our common stock received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.
Restricted Stock Awards
A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, under Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired through a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.
Restricted Stock Units
There generally are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the Administrator or a participant. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.
Performance Units and Performance Shares
A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or nonrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.
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Section 409A
Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the Amended and Restated Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be before the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Certain states have enacted laws similar to Section 409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. The Company will also have withholding and reporting requirements with respect to such amounts.
Medicare Surtax
A participant’s annual “net investment income”, as defined in Section 1411 of the Code, may be subject to a 3.8% federal surtax (generally referred to as the “Medicare Surtax”). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant’s awards under the Amended and Restated Plan. Whether a participant’s net investment income will be subject to the Medicare Surtax will depend on the participant’s level of annual income and other factors.
Tax Effect for the Company
The Company generally will be entitled to a tax deduction in connection with an award under the Amended and Restated Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) of the Code and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.
Number of Awards Granted to Employees, Consultants, and Directors
The number of awards that an employee, director or consultant may receive under the Amended and Restated Plan is in the discretion of the Administrator and therefore cannot be determined in advance. The following table sets forth (i) the aggregate number of shares of our common stock subject to restricted stock units (in the case of performance-based restricted stock units, at target levels) granted under the 2023 Plan to our NEOs and the below-listed groups during the last fiscal year (no other types of awards were granted to such individuals during the last fiscal year), (ii) the average per share exercise price of such options, and (iii) the dollar value of such restricted stock units based on their aggregate grant date fair value determined under FASB ASC Topic 718.
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|
|
Number of |
|
|
Dollar value of |
|
||
Name of Individual or Group |
|
RSUs |
|
|
RSUs(1) |
|
||
Kevin R.M. Smith, |
|
|
|
|
|
|
||
Chief Executive Officer and President, Director |
|
|
180,072 |
|
|
$ |
1,874,550 |
|
|
|
|
|
|
|
|
||
Michael Bourque |
|
|
102,040 |
|
|
$ |
1,062,236 |
|
Former Executive Vice President, Chief Financial Officer, and Corporate Treasurer |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Kevin P. Smith |
|
|
84,032 |
|
|
$ |
874,773 |
|
General Counsel & EVP Business Development |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Gregoire Ramade |
|
|
78,030 |
|
|
$ |
812,292 |
|
Executive Vice President, Chief Commercial Officer |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Jennifer Yi Boyer |
|
|
78,030 |
|
|
$ |
812,292 |
|
Executive Vice President, Enterprise Enablement and Chief Human Resources Officer |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
All executive officers, as a group |
|
|
540,210 |
|
|
$ |
5,623,585 |
|
|
|
|
|
|
|
|
||
All directors who are not executive officers, as a group |
|
|
192,784 |
|
|
$ |
1,155,254 |
|
|
|
|
|
|
|
|
||
All employees who are not executive officers, as a group |
|
|
689,474 |
|
|
$ |
4,427,555 |
|
(1) Reflects the aggregate grant date fair value of the equity awards computed in accordance with FASB ASC Topic 718.
(2) Mr. Bourque stepped down as our Executive Vice President, Chief Financial Officer, and Corporate Treasurer effective April 6, 2026.
Vote Required
Approval of the Amended and Restated Plan requires the affirmative vote of a majority of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.
Summary
We believe strongly that approval of the Amended and Restated Plan is essential to our continued success and ability to compete for talent in the labor markets in which we operate. Our employees are one of our most valuable assets. Stock options and other awards such as those provided under the Amended and Restated Plan are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards also are crucial to our ability to motivate employees to achieve the Company’s goals. For the reasons stated above, the stockholders are being asked to approve the Amended and Restated Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN.
-41-
PROPOSAL NO. 5
APPROVAL OF AN AMENDMENT TO OUR CHARTER TO DECLASSIFY OUR BOARD
Background and Reasons for the Approval
As part of our continuous evaluation of our corporate governance practices, our Board regularly reviews our governing documents and considers possible changes that are in the best interests of the Company and our stockholders. As part of our stockholder engagement in 2025, several of our stockholders urged us to consider changing our classified Board structure. Informed by this stockholder feedback, the Board weighed the advantages and disadvantages of maintaining a classified board. While a classified board provides several advantages, including encouraging directors to take a longer-term perspective and providing for continuity and stability of strategy, we recognize that a classified board also has several disadvantages and is disfavored by many investors. These investors believe that electing all directors on an annual basis enhances director accountability because it allows investors to express their satisfaction or dissatisfaction with the actions of the board and to influence the corporate governance practices of a company.
After carefully considering feedback from our stockholders, governance best practices and the advantages and disadvantages of maintaining a classified board structure, our Board determined that it is advisable and in the best interest of the Company and its stockholders to amend our Charter to declassify the Board.
Summary of Proposed Amendments
This Proposal No. 5 seeks to provide for a phased-in elimination of our classified board structure, which, when complete, would result in all directors standing for election annually for one-year terms. Currently, our Charter provides that the Board is divided into three classes, with members of each class serving for staggered three-year terms.
After considering the advantages and disadvantages of the classification of the Board at this time, our Board has approved, and recommends that stockholders approve, amendments to our Charter to eliminate the classified board structure and provide for annual election of directors, to be phased in as follows:
2026 Annual Meeting |
Each director elected at this Annual Meeting will hold office until the expiration of his or her term at the 2029 annual meeting of stockholders. Each director elected prior to the 2027 annual meeting of stockholders will continue to serve for the remainder of the original term for which he or she was elected.
|
2027 and 2028 Annual Meetings |
Beginning at the 2027 annual meeting of stockholders, directors will be elected for a term of one year, expiring at the next annual meeting of stockholders.
|
2029 Annual Meeting |
Beginning with the 2029 annual meeting of stockholders, directors will no longer be divided into classes and all directors will stand for election annually.
|
The proposed declassification amendment to our Charter would not change the present number of directors or the Board’s authority to change that number and to fill any vacancy or newly created directorships.
Delaware corporate law provides that, unless otherwise provided in a company’s certificate of incorporation, the members of a board that is classified may only be removed for cause. At present, because the Board is classified, the Charter provides that the members of the Board are only removable for cause. The proposed Charter amendment provides that, once the Board is fully declassified at the 2029 annual meeting, directors may be removed with or without cause.
-42-
The proposed amendment to the Charter, marked to show all changes proposed to Article V and Article VI of the Charter under this Proposal No. 5 against the current text of the Charter, is attached to this Proxy Statement as Appendix C. We would file the amendment to the Charter promptly following the Annual Meeting if our stockholders approve this Proposal No. 5. At such time, the Board expects to adopt any appropriate conforming amendments to the Bylaws. If stockholders do not approve the proposed amendment to our Charter, the Board will remain classified.
For the reasons described above, the Board believes it is in the best interests of the Company and our stockholders at this time to implement a phased-in elimination of the classified structure of our Board.
Vote Required
The approval of the amendment to the Charter requires the affirmative vote of 66 2/3% of the then-outstanding voting securities of the Company, voting together as a single class. Abstentions and broker non-votes will have the effect of a vote AGAINST the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO OUR CHARTER TO DECLASSIFY OUR BOARD.
-43-
AUDIT COMMITTEE REPORT
The information contained in the following Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Inogen, Inc., or the Company, specifically incorporates it by reference in such filing.
The primary purpose of our Audit Committee is to oversee our financial reporting process on behalf of our Board. The Audit Committee’s functions are more fully described in its charter, which is available on our website at www.inogen.com in the Corporate Overview – Governance Documents section of our Investors webpage. The Audit Committee reviews and reassesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.
The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of our financial statements. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and the effectiveness of our internal control over financial reporting and issuing a report thereon.
The Audit Committee also reviews the performance of our independent registered public accounting firm, Deloitte & Touche LLP in the annual audit of our financial statements and in assignments unrelated to the audit, and reviews and approves the independent registered public accounting firm’s audit and non-audit fees.
The members of the Audit Committee are currently Glenn Boehnlein (chairperson), Kevin King and Mary Katherine Ladone. Each of the members of the Audit Committee is an independent director as currently defined in the applicable Nasdaq and Securities and Exchange Commission (“SEC”) rules pertaining to audit committee members. The Board has also determined that each of Mr. Boehnlein and Ms. Ladone is an “audit committee financial expert” as described in applicable rules and regulations of the SEC. The Audit Committee provides our Board such information and materials as it may deem necessary to make our Board aware of financial matters requiring the attention of our Board. The Audit Committee reviews our financial disclosures and meets privately, outside the presence of our management, with our independent registered public accounting firm. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in our Annual Report with management, including a discussion of the quality and substance of the accounting principles and significant accounting policies, the reasonableness of significant judgments made in connection with the audited financial statements, and the clarity of disclosures in the financial statements. The Audit Committee reports on these meetings to our Board.
The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and Deloitte & Touche LLP, the Company’s independent registered public accounting firm. The Audit Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The Audit Committee has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by the applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its tenure and independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC. The Audit Committee also has selected Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026. The Board recommends that stockholders ratify this selection at the Annual Meeting.
Respectfully submitted by the members of the Audit Committee of the Board of Directors:
Glenn Boehnlein (Chairperson)
Kevin King
Mary Katherine Ladone
-44-
EXECUTIVE OFFICERS
The following table identifies certain information about our executive officers as of April 6, 2026. Each executive officer serves at the discretion of our Board and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.
Name |
|
Age |
|
Position(s) |
Kevin R.M. Smith |
|
55 |
|
Chief Executive Officer, President and Director |
Jason Richardson |
|
49 |
|
Executive Vice President, Chief Financial Officer, and Corporate Treasurer |
Kevin P. Smith |
|
55 |
|
Executive Vice President, General Counsel, Secretary & Business Development |
Gregoire Ramade |
|
56 |
|
Executive Vice President, Chief Commercial Officer |
Jennifer Yi Boyer |
|
52 |
|
Executive Vice President, Enterprise Enablement and Chief Human Resources Officer |
Mary Wright |
|
40 |
|
Vice President, Chief Accounting Officer |
Kevin R.M. Smith’s biographical information is summarized in the section titled “Board of Directors and Corporate Governance—Continuing Directors.”
Jason Richardson has served as our Executive Vice President, Chief Financial Officer and Corporate Treasurer since April 2026. Most recently, Mr. Richardson 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 B.S. in Accounting and Finance from Indiana University.
Kevin P. Smith has served as our Executive Vice President, General Counsel, Secretary and Business Development since July 2024. Most recently, Mr. Smith served as General Counsel and Executive Vice President, Business Development of Sirtex Medical, a medical device company, from October 2018 to June 2024. In his prior roles, Mr. Smith served as Vice President and Associate General Counsel at Flexion Therapeutics, as General Counsel for the Danaher Life Sciences Platform, and in several senior legal leadership positions within Novartis Pharmaceuticals in Switzerland and Massachusetts. Before moving in-house, Mr. Smith worked for multinational law firms in New York, Silicon Valley, and London. Mr. Smith holds a B.S. in Mechanical Engineering from Rensselaer Polytechnic Institute, a J.D. from Albany Law School, and an MBA from UMass Amherst's Isenberg School of Management.
Grégoire Ramade has served as our Chief Commercial Officer since January 2024 and served as our Senior Vice President of International Sales from November 2023 to January 2024. Prior to joining the Company, Mr. Ramade served as Senior Vice President and Chief Commercial Officer of Vapotherm, Inc. from October 2020 to October 2023 and as Vice President, International Sales and Worldwide Marketing of Vapotherm since May 2016. Mr. Ramade previously served as Vice President of Global Marketing and Business Development at Becton Dickinson Medical-Pharmaceutical Systems, as Senior Marketing Director, Home Healthcare Solution at Philips Healthcare, and as Marketing Director EMEA Product Manager of Consumable Masks and Accessories at Philips Respironics. Mr. Ramade holds a B.A. in International Business with a minor in Economics from the American University of Paris and an MBA in International Business and Marketing from the Ecole Nationale des Ponts et Chausses School of International Management.
-45-
Jennifer Yi Boyer has served as Executive Vice President, Enterprise Enablement and Chief Human Resources Officer of the Company since May 2025. Ms. Yi Boyer joined Inogen in February 2022 as Chief Human Resources Officer and has risen internally to her current role. Prior to joining Inogen, Ms. Yi Boyer served as Chief People Officer and Senior Vice President of Diversity, Equity and Inclusion at Fiscal Note from January 2021 to February 2022 and as Chief Talent Officer at ACT from August 2011 to October 2020 as well as Vice President Talent Strategies at Diversey, Inc., Vice President of Talent Development at CIT Group, and in various other human resources and quality management roles across various industries. Ms. Yi Boyer holds a B.S. in Hotel Administration from Cornell University and a Masters in Strategic Communication and Leadership from Seton Hall University. She also completed an executive leadership certificate at the JFK School of Government at Harvard University.
Mary Wright has served as Vice President, Chief Accounting Officer since May 2025. Ms. Wright joined Inogen in May 2015 and has risen internally to her current role, previously serving as Vice President, Corporate Controller, Accounting from October 2024 and Vice President, Technical Accounting & Financial Reporting from July 2022. Prior to joining Inogen, Ms. Wright served in various roles of increasing seniority at Deloitte & Touche LLP. Ms. Wright received a B.A. in Accounting and International Business from Ohio University and is a member of the American Institute of Certified Public Accountants (AICPA).
-46-
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the principles underlying the material components of our executive compensation program for our executive officers, including the NEOs, in the “Summary Compensation Table.” We also provide an overview of the overall objectives of the program and the factors relevant to an analysis of these policies and decisions and how we use our executive compensation program to drive our performance.
Our NEOs for 2025 were:
Executive Summary
We believe we are a leader in portable oxygen concentrators and that the market for our technology remains under penetrated.
We are committed to our purpose of improving lives through respiratory care. We believe we can create long-term stockholder value by focusing on increasing patient and physician awareness of our products, expanding clinical research, growing revenue, and optimizing our business. We maintain our belief that the need and patient preference for our best-in-class portable oxygen concentrators remains strong.
2025 Business Performance and Compensation
Our 2025 results include:
Please see Appendix A attached to this proxy statement for a reconciliation of non-GAAP Adjusted EBITDA to net loss, as calculated in accordance with GAAP.
Based on 2025 performance and as further described below, (i) annual bonus plan payouts were made to our senior executive team for 2025 at 60% of target payout levels and (ii) 77% of the third tranche of the performance-based equity awards granted to the NEOs in November 2023 and March 2024 vested. We believe the below-target annual cash incentive plan payout and vesting of performance-based equity awards during 2025 demonstrates the connection between performance and compensation outcomes for our NEOs.
-47-
2025 Say-on-Pay Vote and Stockholder Engagement Efforts
Stockholder support for our say-on-pay proposals has historically been very strong, averaging 98% from 2018 to 2022, but declined to 71% at the June 2023 annual meeting. In response, we expanded stockholder outreach to better understand executive compensation-related concerns, which contributed to improved support of 93% of the votes cast in June 2024 and 91% of the votes cast in May 2025 in favor on our say-on-pay proposal of the compensation of the NEOs on an advisory basis. While stockholders remain supportive of our overall compensation design, the feedback we received emphasized strengthening pay‑for‑performance alignment. In response, we linked long‑term incentive awards granted from 2024 through 2026 to relative total shareholder return (“TSR”) versus the S&P Health Care Equipment Select Industry Index over a three‑year performance period.
We believe these changes create a stronger incentive structure that continues to incentivize the senior leadership team to execute on strategies that drive our business results and reflect our stockholders’ preferences. We will continue to keep an open dialogue with our stockholders to help ensure that we have a regular input on their perspectives.
2025 Executive Compensation Program
Our executive compensation program is designed to be competitive and balance our goals of attracting, motivating, rewarding, and retaining our executive officers and driving company performance. To align our executive officers’ interests with those of our stockholders, a substantial portion of each executive officer’s target annual total direct compensation opportunity is “at-risk,” meaning the amounts paid to each executive officer will vary based on our Company performance.
In general, we target total cash compensation and other executive compensation levels to be within the median of our peer group and comparable to similarly situated executives. However, the specific competitiveness of any individual executive’s pay will be determined considering factors like the executive’s experience, skills and capabilities, contributions as a member of the executive management team, and contributions to our overall performance. The Compensation Committee also considers the sufficiency of total compensation potential and the structure of pay plans to ensure the hiring or retention of an executive when considering the competitive labor environment.
Consistent with our pay-for-performance philosophy, we took the following actions during 2025 with respect to NEO compensation.
-48-
Executive Compensation Governance Highlights
We maintain sound governance standards consistent with our executive compensation policies and practices and we seek to adhere to the best practices for compensation and corporate governance purposes. The Compensation Committee and in certain cases, the independent members of our Board, evaluate our executive compensation program regularly to ensure that it supports our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent as well as protect our stockholders’ interests. These policies and practices were in effect during 2025:
Compensation Governance
|
|
✓ |
Independent Compensation Committee and Board Approval. The Compensation Committee is comprised solely of independent directors. In addition, certain executive compensation decisions at the Board level are made by independent directors; |
✓ |
Independent Compensation Committee Advisor. The Compensation Committee engaged its own independent compensation consultant to assist with its compensation review for 2025. This consultant performed no other services for us; |
✓ |
Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy; and |
✓ |
Equity Ownership Guidelines. The Board has adopted Equity Ownership Guidelines applicable to our directors, Chief Executive Officer and executive officers. |
Executive Compensation Policies and Practices
Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices designed to align our executive compensation with long-term stockholder interests, including:
✓ |
Compensation At-Risk. Our executive compensation program is designed so a significant portion of compensation is “at risk” based on our performance through our short-term cash and long-term equity incentive compensation opportunities; |
✓ |
No Tax Reimbursements on Severance or Change in Control Payments. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits; |
✓ |
No Special Retirement Plans. We do not offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements exclusively to our executive officers; |
✓ |
No Special Health or Welfare Benefits. Our executive officers participate in the same company-sponsored health and welfare benefits programs as our other full-time, salaried employees; |
✓ |
Hedging and Pledging Prohibited. We prohibit our employees, including our NEOs and directors, from pledging our securities or engaging in hedging transactions; |
✓ |
Clawback Policy. We have a Clawback Policy that complies with the mandatory recovery of erroneously paid compensation rules of the Nasdaq Stock Market, applicable to our executive officers that provides for the recovery of incentive-based compensation in the event of a financial restatement under certain circumstances; |
✓ |
Annual Say-on-Pay. Annually, we give our stockholders the opportunity to express their views on our NEOs' compensation as a whole. |
-49-
Executive Compensation Philosophy and Program Design
Overview
The goals of our executive compensation program are to attract, retain, motivate and reward executive officers who contribute to our success and to incentivize these executives to achieve our short-term and long-term business objectives in order to increase long-term value and increase stockholder returns. This program combines competitive cash and equity awards in the forms and proportions that we believe will motivate our executive officers to increase stockholder value over the long term.
Our executive compensation program is designed to achieve the following specific objectives:
Executive Compensation Program Framework
For 2025, the principal elements of our executive compensation program are summarized in the following table and described in detail in “Executive Compensation Components” below.
Compensation Element |
Description and Purpose |
Key Features |
|
Base Salary (fixed cash) |
To provide a competitive fixed level of cash compensation that reflects fulfillment of day-to-day responsibilities, skills, and experience. |
Annual adjustments are based on both qualitative and quantitative factors such as: job level, responsibilities and prior experience and expertise, individual performance, future potential and competitive market practice and internal equity. |
|
|
|||
Annual Cash Incentive (at-risk cash) |
To incentivize and reward contributions of executive officers in achieving strong financial, operating and strategic objectives during the fiscal year by meeting or exceeding the established goals. |
Payouts are based on a pre-determined formula that, in 2025, included achievement of specified revenue and Adjusted EBITDA targets, as determined by the Compensation Committee or the independent members of the Board. |
|
|
|
|
|
-50-
Long-term Equity Incentive Compensation |
To ensure strong performance, promote retention and align our executives’ interests with stockholders’ long-term interests through incentive compensation linked to our long-term financial and company stock price performance. |
Equity awards are typically granted annually using a value-based approach of granting RSUs to our executive officers. These awards are subject to a mix of time-based (weighted 50%) or performance-based (weighted 50%) vesting conditions over a multi-year period. |
We also offer our executive officers the opportunity to participate in our 401(k) plan, health care insurance, flexible spending accounts, employee stock purchase plan and certain other benefits available generally to all of our full-time employees.
Governance of Executive Compensation Program
Role of Our Compensation Committee and our Board
Our Compensation Committee, which operates under a written charter adopted by the Board, is primarily responsible for reviewing and approving or recommending to the Board the compensation arrangements for our executive officers. In carrying out these responsibilities, the Compensation Committee reviews all components of executive officer and director compensation for consistency with our compensation philosophy as in effect. The Compensation Committee’s review of the base salary levels, annual cash incentive compensation opportunities, and long-term equity incentive compensation opportunities of our executive officers, including the NEOs, generally occurs around the beginning of the year, or more frequently as warranted. To date, our Compensation Committee has not established any formal policies or guidelines for allocating compensation between short-term and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. However, as described above, our Compensation Committee seeks to provide a significant portion of our executive officer compensation in the form of variable, at-risk pay.
Our Compensation Committee or the independent members of the Board approve executive compensation decisions after taking into account these recommendations and such other factors as they deem relevant and as further described below. Typically, executive compensation adjustments to cash compensation are effective in the first quarter of the year.
Role of Our Executive Officers
In connection with its review and approval or recommendations, our Compensation Committee considers the recommendations of our Chief Executive Officer regarding the compensation of our executive officers who report directly to him. These recommendations generally include annual adjustments to compensation levels and an assessment of each executive officer’s overall individual contribution, scope of responsibilities and level of experience. While our Compensation Committee retains discretion to set executive officer compensation, it gives considerable weight to our Chief Executive Officer’s recommendations because of his direct knowledge of each executive officer’s performance and contribution to our business.
No other executive officer participates in the determination or recommendation of the amount or form of executive officer compensation, but our Board or our Compensation Committee may discuss with our Chief Executive Officer or Chief Financial Officer our financial, operating and strategic business objectives, incentive targets or performance goals.
-51-
The Board or the Compensation Committee reviews and determines the appropriateness of the financial measures and performance goals, as well as assesses the degree of difficulty in achieving specific incentive targets and performance goals.
Role of Compensation Consultant
The Compensation Committee engages an independent compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its executive compensation review. For the first five months of 2025, the Compensation Committee retained Mercer to serve as its independent executive compensation consultant and for the last seven months of 2025, the Compensation Committee retained Aon to serve as its independent executive compensation consultant. Both Aon and Mercer reviewed the competitiveness of our compensation program for our senior executive officers and non-employee directors. Aon also advises, and Mercer advised, the Compensation Committee regarding various other executive and director compensation issues, as requested.
No member of our management team participated in the Compensation Committee’s decision to retain Aon. Aon reports directly to the Compensation Committee, and the Compensation Committee may replace Aon or hire additional consultants at any time. Aon attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chairperson between meetings; however, the Compensation Committee, or the independent members of the Board, make all decisions regarding the compensation of our executives.
Aon provides various compensation consulting services to the Compensation Committee with respect to our executives and other key employees pursuant to a written consulting agreement with the Compensation Committee. The services Aon provides under the agreement include advising the Compensation Committee on the principal aspects of the Company’s executive compensation program including evolving best practices and providing market information and analysis regarding the competitiveness of the Company’s executive compensation program design.
Competitive Positioning
In 2025, the Compensation Committee approved a group of peer group companies (the “Compensation Peer Group”). The Compensation Peer Group included similarly-situated medical device and diagnostic companies that were identified by Aon as companies with similar financial and growth characteristics and as competitors for executive talent based generally on the following criteria:
The Compensation Peer Group consisted of 18 companies that met the industry and financial criteria. The following 18 companies comprised the Compensation Peer Group used to set compensation for 2025:
Alphatec Holdings, Inc. |
LeMaitre Vascular, Inc. |
AngioDynamics, Inc. |
Nevro Corporation |
Artivion, Inc. |
OraSure Technologies, Inc. |
AtriCure, Inc. |
STAAR Surgical Company |
Axogen, Inc. |
Tactile Systems Technology, Inc. |
Bioventus, Inc. |
TransMedics Group, Inc. |
Inari Medical, Inc. |
Treace Medical Concepts, Inc. |
iRhythm Technologies, Inc. |
ZimVie, Inc. |
Kewaunee Scientific Corporation |
Zynex, Inc. |
|
|
-52-
Certain information regarding the size and value of the Compensation Peer Group companies relative to us is based on estimated information in June 2024. Inogen was at approximately the 57th percentile of the Compensation Peer Group based on revenues for the trailing four quarters, and at approximately the 11th percentile of the Compensation Peer Group based on market capitalization.
In making its 2025 compensation decisions, the Compensation Committee evaluated the target annual total direct compensation (annual base salary, annual cash incentives and long-term equity incentive) for each of our executive officers, including our NEOs, who were employed with us when we set annual compensation in 2025. In determining its recommendations for the Board on executive compensation, the Compensation Committee reviewed the market consensus data provided by Mercer. The Compensation Committee reviewed the market consensus data for each executive officer’s base salary and annual target cash incentive and for each executive officer’s long-term equity incentives noting most fall within the desired median of our peer group. In conducting its evaluation, the Compensation Committee also considered, among other factors, company performance, each element of compensation, the compensation package as a whole, each executive officer’s past and expected future contribution to our business and our financial performance, and internal pay equity based on the impact on the business and performance, and retention.
We believe that this design allows us to meet the objectives of our executive compensation program, including attracting and retaining talented executives, while retaining flexibility to tailor compensation based on individual circumstances.
Executive Compensation Elements
Base Salary
We provide an annual base salary to each of our executive officers, including our NEOs, to compensate each of them for services rendered during the year. Salaries are reviewed annually by the Compensation Committee or, at the request of the committee, the independent members of our Board, and adjusted for the ensuing year based on (i) both qualitative and quantitative factors such as company performance, job level, responsibilities and prior experience and expertise, individual performance, and future potential, (ii) internal review of the executive officer’s total compensation, individually and relative to our other executive officers with similar levels of responsibility within our organization and (iii) an evaluation of the compensation levels of similarly-situated executive officers in our Compensation Peer Group and in our industry generally.
In setting the salaries of our other NEOs’ base salaries for 2025, we considered the recommendations of the Chief Executive Officer regarding the compensation of each of the NEOs who reported directly to him, the NEO’s role and responsibilities within the Company, and such other factors described above. We also considered the 50th percentile as a general guideline for the appropriate level of base salaries but do not attempt to benchmark base salary to any specific percentile. We believe that this approach to setting base salary levels allows us to be competitive, while retaining flexibility to tailor compensation based on individual circumstances.
-53-
The 2025 base salaries for our NEOs were as follows:
|
|
2025 |
|
|
2024 |
|
|
|
|
|||
Name |
|
Base Salary |
|
|
Base Salary |
|
|
% Increase |
|
|||
Kevin R.M. Smith |
|
$ |
710,000 |
|
|
$ |
700,000 |
|
|
|
1.4 |
% |
Michael Bourque |
|
$ |
453,000 |
|
|
$ |
425,000 |
|
|
|
6.6 |
% |
Kevin P. Smith |
|
$ |
433,000 |
|
|
$ |
420,000 |
|
|
|
3.1 |
% |
Gregoire Ramade |
|
$ |
457,000 |
|
|
$ |
412,000 |
|
|
|
10.9 |
% |
Jennifer Yi Boyer |
|
$ |
430,000 |
|
|
$ |
400,000 |
|
|
|
7.5 |
% |
Cash Incentive Compensation
Overview of 2025 Incentive Plan. We maintained a cash executive incentive compensation plan for 2025 (the “2025 Incentive Plan”) for our eligible, non-commissioned employees, including our executive officers.
The 2025 Incentive Plan was designed to increase stockholder value and our success by motivating our employees, including our participating NEOs, to perform to the best of their abilities and achieve our objectives. The Compensation Committee determined the performance goals applicable to target awards under the 2025 Incentive Plan.
Target Cash Incentive Opportunities. Each of our executive officers, including each of our NEOs, was assigned a target annual incentive compensation opportunity under the 2025 Incentive Plan, which was calculated as a percentage of his or her annual base salary as of the end of 2025.
The annual cash incentive compensation opportunities and actual payouts of the NEOs for fiscal 2025 were:
|
|
2025 Target Annual Cash |
|
|
2025 Target |
|
|
2025 Maximum |
|
|
2025 Actual |
|
||||
Name |
|
(%) |
|
|
($)(1) |
|
|
($)(2) |
|
|
($)(3) |
|
||||
Kevin R.M. Smith(4) |
|
|
100.0 |
% |
|
|
710,000 |
|
|
|
1,420,000 |
|
|
|
- |
|
Michael Bourque |
|
|
60.0 |
% |
|
|
271,800 |
|
|
|
544,000 |
|
|
|
162,000 |
|
Kevin P. Smith |
|
|
50.0 |
% |
|
|
216,500 |
|
|
|
433,000 |
|
|
|
130,000 |
|
Gregoire Ramade |
|
|
60.0 |
% |
|
|
274,300 |
|
|
|
549,000 |
|
|
|
140,000 |
|
Jennifer Yi Boyer |
|
|
50.0 |
% |
|
|
215,000 |
|
|
|
430,000 |
|
|
|
128,000 |
|
-54-
2025 Incentive Plan Performance Goals. For fiscal 2025, we updated the 2025 Incentive Plan to measure metrics based on the corporate performance objectives of revenue (weighted 50%) and Adjusted EBITDA (weighted 50%). The 2025 Incentive Plan allowed for the following add-backs related to revenue and Adjusted EBITDA: 1) Stock-based compensation, 2) litigation settlements greater than $1 million, 3) relocations, severance or sign-on bonuses, 4) acquisition-related expenses or divestiture costs, 5) fair value earnout adjustments and 6) other non-ordinary events in accordance with the Company's policies. We continued to use revenue and Adjusted EBITDA to provide incentives for our employees to drive both revenue and earnings growth and make adjustments to exclude certain non-cash and other expenses that are not indicative of our core operating results. The 2025 Incentive Plan funded based on our actual achievement against each metric set forth below:
Metric |
|
Weighting |
|
Threshold Goal |
|
Target Goal |
|
Maximum Goal |
|
Actual Achievement |
Revenue |
|
50% |
|
$353.1 million |
|
$363.0 million |
|
$372.9 million |
|
$348.7 million |
Adjusted EBITDA |
|
50% |
|
($3.1 million) |
|
$2.3 million |
|
$7.8 million |
|
$3.7 million |
The Compensation Committee reserved the right to increase, decrease, or eliminate any incentive payment that may be payable under the 2025 Incentive Plan, based on the factors it deemed relevant.
2025 Incentive Plan Achievement
Our 2025 results were revenue of $348.7 million (resulting in a percentage achievement of 0%) and Adjusted EBITDA of positive $3.7 million (resulting in a percentage achievement of 120%). Accordingly, the 2025 Incentive Plan funded at an aggregate weighted payout percentage of 60% of target. The actual amount of each eligible NEO’s payment under the 2025 Incentive Plan is also set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table beginning on page 61.
Long-Term Incentive Compensation - Annual Equity Grants
We believe long-term incentive compensation is an effective means of focusing our executive officers, including the NEOs, on driving improved financial performance and increased stockholder value over a multi-year period, provides a meaningful reward for long-term value creation, and motivates them to remain employed with us.
This approach aligns the contributions of our executive officers with the long-term interests of our stockholders and allows them to participate in any future appreciation in our common stock.
In 2025, the Compensation Committee determined long-term incentive compensation as part of our annual compensation review and after considering a competitive market analysis, the recommendations of the Chief Executive Officer, the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our earnings, our Company performance and their contributions towards achieving performance, and the other factors described above. We did not benchmark long-term incentive compensation to any specific percentile.
In February 2025, the Compensation Committee approved equity awards to our NEOs in the form of RSUs in the following amounts and on the following terms effective as of February 28, 2025:
|
|
RSUs |
|
|
|
|
|
|
|
|||||||
Name |
|
Time-based |
|
|
Performance-based(1) |
|
|
Total Target Number of Shares Subject to RSUs |
|
|
Equity Awards |
|
||||
Kevin R.M. Smith |
|
|
90,036 |
|
|
|
90,036 |
|
|
|
180,072 |
|
|
$ |
1,874,550 |
|
Michael Bourque |
|
|
51,020 |
|
|
|
51,020 |
|
|
|
102,040 |
|
|
$ |
1,062,236 |
|
Kevin P. Smith |
|
|
42,016 |
|
|
|
42,016 |
|
|
|
84,032 |
|
|
$ |
874,773 |
|
Gregoire Ramade |
|
|
39,015 |
|
|
|
39,015 |
|
|
|
78,030 |
|
|
$ |
812,292 |
|
Jennifer Yi Boyer |
|
|
39,015 |
|
|
|
39,015 |
|
|
|
78,030 |
|
|
$ |
812,292 |
|
-55-
Each time-based award vests as to one-third of the total number of RSUs on the first anniversary of the vesting commencement date and one-third of the total number of RSUs annually thereafter same day of the year as the vesting commencement date, subject to the NEO’s continued service with us. The vesting commencement date is typically March 1st.
The performance-based awards are earned over a three-year period. If, prior to the end of any performance period, there is a “change in control” (as defined in the 2023 Plan), then shares corresponding to that performance period are achieved at target and will vest as of immediately prior to such change in control.
The performance-based awards are earned based on the relative TSR of our stock in comparison to the S&P Health Care Equipment Select Industry Index as of December 31, 2027. In order to receive the target number of RSUs, our TSR must be in the 50th percentile of the TSR of the Comparison Group. No vesting will occur if our TSR is below the 25th percentile of the TSR of the Comparison Group. In order to receive 50% of the target number of RSUs, our TSR must be in the 25th percentile of the TSR of the Comparison Group. Any performance point of our TSR from the 25th percentile to the 50th percentile and from the 50th percentile to the 75th percentile of the TSR of the Comparison Group will vest based on linear interpolation of achievement. This award of performance-based RSUs will have a maximum payout of 200%.
The Compensation Committee determined that the use of TSR as the performance measure for the 2025 performance-based equity awards would continue to incentivize our executive officers to drive stockholder value of our business and thus more closely aligned with our strategic objective of transforming the Company.
Retirement, Welfare and Health Benefits
Our executive officers are eligible to participate in our employee benefit programs on the same basis as our other full-time employees. We sponsor a 401(k) plan, which is intended to qualify for favorable tax treatment under Section 401(a) of the Code. All of our employees, including the NEOs, are eligible to participate on the first day of the month following the date of hire. The 401(k) plan includes a salary deferral arrangement under which participants may elect to defer up to 80% of their current eligible compensation not to exceed the statutorily prescribed limit and have their compensation deferral contributed to the 401(k) plan.
Our health and welfare benefits include medical, dental and vision benefits, long-term disability insurance, basic life insurance coverage, health savings accounts, and accidental death and dismemberment insurance. We design our employee benefits programs to be affordable and competitive in relation to the market, and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices.
Perquisites and Other Personal Benefits
We do not provide perquisites or other personal benefits to our executive officers, including the NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes.
During 2025, none of the NEOs received perquisites or other personal benefits with the exception of Ms. Yi Boyer, who received reimbursement of relocation expenses (with all such expenses grossed up for applicable taxes), in accordance with her employment agreement. The agreement includes repayment provisions if her employment with us terminates sooner under certain circumstances, as described in further detail in the “Employment Agreements and Post-Employment Compensation” section below. The actual amounts paid to Ms. Yi Boyer in 2025 are set forth in the Summary Compensation Table below. We believed that providing this amount was necessary to assist with Ms. Yi Boyer's transition to work from our office in Plano, Texas.
-56-
In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits for executive officers will be approved and subject to periodic review by the Compensation Committee.
Employment Agreements
In filling each of our executive officer positions, our Board and the Compensation Committee at the time of the executive officer’s appointment recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. Our Board and the Compensation Committee at the time of appointment were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations.
On November 10, 2023, we entered into an employment and severance agreement with Mr. K.R.M. Smith, our President and Chief Executive officer. Mr. Smith’s employment under the employment agreement is at will and may be terminated at any time by us or by Mr. Smith. Pursuant to the employment agreement, Mr. Smith will receive an annual base salary of $700,000 and a target annual performance bonus opportunity of one hundred percent of his annual base salary. The employment agreement also provided for a cash sign-on bonus of $1,700,000. The sign-on bonus was paid in two equal installments with the first installment paid on the second payroll date after the effective date and the second installment paid on the first payroll date following the first anniversary of the effective date, subject to Mr. Smith’s continued employment with us through the payment date for the second sign-on bonus installment. The employment agreement further provided for the payment or reimbursement of certain relocation expenses that Mr. Smith may incur, up to a maximum amount of $100,000. In addition, the employment agreement provided that we would gross up these payments and reimbursements for any applicable taxes.
Mr. Smith’s employment agreement also provides for equity awards of RSUs covering an aggregate of 170,000 shares of our common stock, comprised of (i) 85,000 time-based RSUs and (ii) 85,000 performance-based RSUs. Subject to Mr. Smith’s continued service with us, one-third of the time-based RSUs will vest annually over three years. Subject to Mr. Smith’s continued service with us, the performance-based RSUs will vest based on our achievement of specified performance goals for each of 2024 and 2025. The time-based RSUs and performance-based RSUs are each subject to the terms and conditions of our 2023 Plan and applicable award agreements. The employment agreement also provides that beginning in March 2024 and for each year thereafter in which Mr. Smith serves as our CEO, he will be eligible for annual equity awards, on the same terms and conditions as the annual equity awards made to our similarly situated executives and as approved by the Board or the Compensation Committee.
In connection with their joining the Company, we entered into employment agreements with Mr. Bourque and Mr. K.P. Smith in 2024 and Ms. Yi Boyer in 2022. Each employment agreement provides an initial base salary, annual cash incentive opportunity, and initial equity awards, which are described above in the “Compensation Discussion and Analysis”. In addition, each employment agreement provides that the applicable NEO will be eligible for annual equity awards beginning in the first calendar year after employment began with vesting based on the same terms and conditions as the annual equity awards made to the Company’s similarly situated executives. We believed that providing these NEOs with equity award commitments was important in order to retain them to our business. Mr. Bourque stepped down as our Executive Vice President, Chief Financial Officer, and Corporate Treasurer effective April 6, 2026. Mr. Bourque will remain employed by us as a Senior Advisor and will provide transition services to us through no later than June 30, 2026. The terms of Mr. Bourque’s employment will continue to be governed by the terms of his employment agreement during the transition period and he will receive severance benefits consistent with a termination without “cause” as described in the section titled “Executive Compensation—Potential Payments Upon Termination or Upon Change in Control.”
Mr. Ramade entered into an addendum to his existing employment contract on January 2, 2024. The employment agreement provides for a base salary of €364,000 and a target annual cash incentive opportunity of 60% of his base salary. His employment agreement also provides that the achievement of the quarterly target at 50% of his gross annual base salary remains guaranteed for the first two quarters following his original hire date in November 2023.
-57-
Post-Employment Compensation
Having reasonable and competitive post-employment compensation arrangements in place is essential to attracting and retaining highly qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave us under certain circumstances to facilitate their transition to new employment as well as to encourage such employees to ease any transition that may be required in the context of a change in control. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.
We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. However, we believe these arrangements are necessary to offer compensation packages that are competitive.
These arrangements align the interests of management and stockholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing corporate transaction activity in the best interests of stockholders regardless of whether those transactions may cause their own job loss.
Under their employment agreements, Mr. K.R.M. Smith, Mr. Bourque, Mr. K.P. Smith, Mr. Ramade and Ms. Yi Boyer are eligible for severance and change of control benefits upon certain qualifying terminations of their employment. Mr. Bourque stepped down as our Executive Vice President, Chief Financial Officer, and Corporate Treasurer effective April 6, 2026. Mr. Bourque will remain employed by us as a Senior Advisor and will provide transition services to us through no later than June 30, 2026, and will receive severance and change of control benefits consistent with the terms of his employment agreement. The terms of Mr. Bourque’s employment will continue to be governed by the terms of his employment agreement during the transition period and he will receive severance benefits consistent with a termination without “cause” as described in the section titled “Executive Compensation—Potential Payments Upon Termination or Upon Change in Control.”
In addition, the 2023 Plan provides all employees, including our NEOs, with certain vesting acceleration protections in connection with a change of control. In the event of an “involuntary termination” (as defined in the 2023 Plan) occurring on or within 12 months following a “change in control” (as defined in the 2023 Plan), outstanding equity awards will generally become fully vested.
Except with respect to certain performance-based awards and subject to the discretion of the plan administrator in connection with a change in control transaction, payments and benefits under outstanding awards are generally payable only if there is a subsequent qualifying loss of employment by an executive officer (a so-called “double-trigger” arrangement). We use this structure to preserve retention incentives following a change in control and to avoid windfall benefits that could occur if vesting accelerated automatically solely as a result of the transaction.
For information on the potential payments and benefits payable under these agreements, the 2023 Plan and an estimate of these potential payments and benefits as of the end of fiscal 2025, see “Potential Payments Upon Termination or Upon Change in Control” section below.
-58-
Other Compensation Policies and Practices
Clawback Policy
Effective as of October 2, 2023, we adopted a Clawback Policy to comply with the mandatory recovery of erroneously paid compensation rules of the Nasdaq Stock Market. The Clawback Policy, which is administered by our Compensation Committee, applies to our current and former executive officers. Under the Clawback Policy, if we are required to prepare an accounting restatement to correct our material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, a “Restatement”), we are obligated to recover erroneously awarded incentive-based compensation received from us by the executive officers. Incentive-based compensation includes any compensation that is granted, earned or vested based in whole or in part on the attainment of a financial reporting measure. Erroneously awarded incentive-based compensation is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on an applicable Restatement.
Equity Ownership Guidelines
We maintain equity ownership guidelines to further align interests of directors and executives with those of our stockholders. Each of our directors who receive compensation from us and each of our NEOs shall comply with the minimum ownership levels and timing of compliance outlined in the equity ownership guidelines. The following are the current guideline levels:
If a director who receives compensation from us or NEO fails to reach, or falls below, the minimum ownership level set forth in the equity ownership guidelines, he or she may be required to retain 100% of any net shares derived from vested awards under our equity incentive plans until his or her minimum ownership level is met or, if necessary, to retain the minimum ownership level.
The individuals subject to these guidelines will have until the later of the fifth anniversary of the effective date of the guidelines or, if applicable, five years after the date the covered individual is appointed or elected, as applicable, to his or her position to comply with the minimum stock ownership requirement.
Timing of Equity Grants
The timing of annual equity compensation award grants has been generally consistent, with grants being made at the regularly scheduled meetings of our Compensation Committee and Board in March of each year.
-59-
Policy Prohibiting Insider Trading, Hedging, Short Sales or Pledging of Our Equity Securities
We have
Accounting Considerations
Accounting for Stock-Based Compensation
We follow the FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may realize no value from their awards.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis and based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and Inogen’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Respectfully submitted by the members of the Compensation Committee of the Board:
Mary Kay Ladone (Chairperson)
Heather Rider
Elizabeth Mora
The Compensation Committee Report does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any other filing by Inogen under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent Inogen specifically incorporates the Compensation Committee Report by reference therein.
Compensation Risk Assessment
Our management team and our Compensation Committee each play a role in evaluating and mitigating any risk that may exist relating to our compensation programs, policies and practices for all employees, including our NEOs. Our management team and our Compensation Committee review our employee compensation plans and arrangements in which our employees (including our NEOs) participate to determine whether these plans and arrangements have any features that might create undue risks or encourage unnecessary and excessive risk-taking that could threaten our value. Based on our review, we have concluded that any potential risks arising from our employee compensation programs, policies and practices, including our executive compensation program, are not reasonably likely to have a material adverse effect on the Company.
-60-
2025 Summary Compensation Table
The following table, footnotes, and narrative provide information regarding the compensation awarded to, or earned by, our executive officers, including each of our NEOs, during 2025, 2024 and 2023.
Name and Principal Position |
|
Year |
|
Salary |
|
|
Bonus |
|
|
Stock |
|
|
Non-Equity |
|
|
All Other |
|
|
Total |
|
||||||
Kevin R.M. Smith |
|
2025 |
|
$ |
711,077 |
|
|
$ |
— |
|
|
$ |
1,874,550 |
|
(3) |
$ |
— |
|
|
$ |
28,177 |
|
(4) |
$ |
2,613,804 |
|
Chief Executive Officer and President, Director |
|
2024 |
|
$ |
705,385 |
|
|
$ |
850,000 |
|
|
$ |
1,187,025 |
|
(5) |
$ |
1,410,769 |
|
|
$ |
6,600 |
|
(4) |
$ |
4,159,779 |
|
|
|
2023 |
|
$ |
107,692 |
|
|
$ |
850,000 |
|
|
$ |
824,500 |
|
(6) |
$ |
— |
|
|
$ |
14,056 |
|
(4) |
$ |
1,796,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Michael Bourque |
|
2025 |
|
$ |
450,112 |
|
|
$ |
— |
|
|
$ |
1,062,236 |
|
(7) |
$ |
162,040 |
|
|
$ |
34,227 |
|
(4) |
$ |
1,708,615 |
|
Former Executive Vice President, Chief Financial Officer, and Corporate Treasurer (16) |
|
2024 |
|
$ |
354,711 |
|
(8) |
$ |
100,000 |
|
(9) |
$ |
1,002,000 |
|
(10) |
$ |
425,654 |
|
|
$ |
5,558 |
|
(4) |
$ |
1,887,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kevin P. Smith |
|
2025 |
|
$ |
432,515 |
|
|
$ |
— |
|
|
$ |
874,773 |
|
(11) |
$ |
129,755 |
|
|
$ |
25,966 |
|
(4) |
$ |
1,463,009 |
|
General Counsel & EVP Business Development |
|
2024 |
|
$ |
189,000 |
|
(12) |
$ |
100,000 |
|
(9) |
$ |
499,991 |
|
(13) |
$ |
189,000 |
|
|
$ |
— |
|
(4) |
$ |
977,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gregoire Ramade |
|
2025 |
|
$ |
447,354 |
|
|
$ |
— |
|
|
$ |
812,292 |
|
|
$ |
158,199 |
|
|
$ |
1,226 |
|
|
$ |
1,419,071 |
|
Executive Vice President, Chief Commercial Officer |
|
2024 |
|
$ |
386,778 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
486,180 |
|
|
$ |
— |
|
|
$ |
872,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Jennifer Yi Boyer |
|
2025 |
|
$ |
426,692 |
|
|
$ |
— |
|
|
$ |
812,292 |
|
(14) |
$ |
128,008 |
|
|
$ |
102,395 |
|
(4)(15) |
$ |
1,469,387 |
|
Executive Vice President, Enterprise Enablement and Chief Human Resources Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
-61-
Grants of Plan-Based Awards in 2025
The following table provides information regarding grants of plan-based awards to each of our NEOs during the fiscal year ended December 31, 2025. For more information, please refer to the section titled “Executive Compensation-Compensation Discussion and Analysis.”
|
|
Grant |
|
Compensation Committee Approval |
|
Estimated Future |
|
|
Estimated Future |
|
|
All Stock |
|
|
Grant Date |
|
||||||||||||
Name |
|
Date |
|
Date |
|
Target |
|
|
Maximum |
|
|
Target |
|
|
Maximum |
|
|
Units(3) |
|
|
Awards(4) |
|
||||||
Kevin R.M. Smith |
|
2/28/2025 |
|
2/12/2025 |
|
$ |
710,000 |
|
|
$ |
1,420,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
90,036 |
|
|
$ |
750,000 |
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
90,036 |
|
|
|
180,072 |
|
|
|
|
|
$ |
1,124,550 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Michael Bourque |
|
2/28/2025 |
|
2/12/2025 |
|
$ |
271,800 |
|
|
$ |
544,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
51,020 |
|
|
$ |
424,997 |
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
51,020 |
|
|
|
102,040 |
|
|
|
|
|
$ |
637,240 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kevin P. Smith |
|
2/28/2025 |
|
2/12/2025 |
|
$ |
216,500 |
|
|
$ |
433,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
42,016 |
|
|
$ |
349,993 |
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
42,016 |
|
|
|
84,032 |
|
|
|
|
|
$ |
524,780 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gregoire Ramade |
|
2/28/2025 |
|
2/12/2025 |
|
$ |
274,300 |
|
|
$ |
549,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
39,015 |
|
|
$ |
324,995 |
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
39,015 |
|
|
|
78,030 |
|
|
|
|
|
$ |
487,297 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Jennifer Yi Boyer |
|
2/28/2025 |
|
2/12/2025 |
|
$ |
215,000 |
|
|
$ |
430,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
39,015 |
|
|
$ |
324,995 |
|
||
|
|
2/28/2025 |
|
2/12/2025 |
|
|
|
|
|
|
|
|
39,015 |
|
|
|
78,030 |
|
|
|
|
|
$ |
487,297 |
|
|||
-62-
Outstanding Equity Awards at 2025 Fiscal Year-End
The following table presents certain information concerning equity awards held by our NEOs, as of December 31, 2025. None of our NEOs held any stock option awards as of December 31, 2025.
|
|
|
|
Stock Awards |
|
|||||||||||||
Name |
|
Grant Date |
|
Number of |
|
|
Market Value |
|
|
Equity |
|
|
Equity |
|
||||
Kevin R.M. Smith |
|
11/10/2023 |
|
|
28,333 |
|
(2) |
$ |
190,398 |
|
|
|
— |
|
|
$ |
- |
|
|
|
11/10/2023 |
|
|
— |
|
|
$ |
- |
|
|
|
42,500 |
|
(3) |
$ |
285,600 |
|
|
|
3/1/2024 |
|
|
56,667 |
|
(4) |
$ |
380,802 |
|
|
|
— |
|
|
$ |
- |
|
|
|
4/4/2024 |
|
|
|
|
$ |
- |
|
|
|
85,000 |
|
(5) |
$ |
571,200 |
|
|
|
|
2/28/2025 |
|
|
90,036 |
|
(6) |
$ |
605,042 |
|
|
|
— |
|
|
$ |
- |
|
|
|
2/28/2025 |
|
|
— |
|
|
|
— |
|
|
|
90,036 |
|
(7) |
$ |
605,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Michael Bourque |
|
3/4/2024 |
|
|
50,000 |
|
(8) |
$ |
336,000 |
|
|
|
— |
|
|
$ |
- |
|
|
|
3/4/2024 |
|
|
— |
|
|
$ |
- |
|
|
|
37,500 |
|
(9) |
$ |
252,000 |
|
|
|
2/28/2025 |
|
|
51,020 |
|
(6) |
$ |
342,854 |
|
|
|
— |
|
|
$ |
- |
|
|
|
2/28/2025 |
|
|
— |
|
|
$ |
- |
|
|
|
51,020 |
|
(7) |
$ |
342,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Kevin P. Smith |
|
7/22/2024 |
|
|
36,271 |
|
(10) |
$ |
243,741 |
|
|
|
— |
|
|
$ |
- |
|
|
|
2/28/2025 |
|
|
42,016 |
|
(6) |
$ |
282,348 |
|
|
|
|
|
|
|
||
|
|
2/28/2025 |
|
|
— |
|
|
$ |
- |
|
|
|
42,016 |
|
(7) |
$ |
282,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gregoire Ramade |
|
11/6/2023 |
|
|
31,565 |
|
(2) |
$ |
212,117 |
|
|
|
— |
|
|
$ |
- |
|
|
|
2/28/2025 |
|
|
39,015 |
|
(6) |
$ |
262,181 |
|
|
|
— |
|
|
$ |
- |
|
|
|
2/28/2025 |
|
|
— |
|
|
$ |
- |
|
|
|
39,015 |
|
(7) |
$ |
262,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jennifer Yi Boyer |
|
2/28/2023 |
|
|
4,680 |
|
(11) |
$ |
31,450 |
|
|
|
— |
|
|
$ |
- |
|
|
|
2/28/2023 |
|
|
— |
|
|
$ |
- |
|
|
|
4,680 |
|
(3) |
$ |
31,450 |
|
|
|
3/1/2024 |
|
|
14,664 |
|
(4) |
$ |
98,542 |
|
|
|
— |
|
|
$ |
- |
|
|
|
4/4/2024 |
|
|
— |
|
|
$ |
- |
|
|
|
21,997 |
|
(5) |
$ |
147,820 |
|
|
|
2/28/2025 |
|
|
39,015 |
|
(6) |
$ |
262,181 |
|
|
|
— |
|
|
$ |
- |
|
|
|
2/28/2025 |
|
|
— |
|
|
|
— |
|
|
|
39,015 |
|
(7) |
$ |
262,181 |
|
-63-
Option Exercises and Stock Awards Vesting During Fiscal 2025
The following table sets forth the number of shares acquired on vesting and the value realized on vesting of stock awards held by each of the NEOs during the fiscal year ended December 31, 2025. None of our NEOs exercised any stock options during the fiscal year ended December 31, 2025.
|
|
Stock Awards |
|
|||||
|
|
Number of shares |
|
|
Value Realized |
|
||
Name |
|
(#) |
|
|
($)(1) |
|
||
Kevin R.M. Smith |
|
|
110,642 |
|
|
|
882,547 |
|
Michael Bourque |
|
|
72,625 |
|
|
|
604,966 |
|
Kevin P. Smith |
|
|
18,135 |
|
|
|
144,899 |
|
Gregoire Ramade |
|
|
31,566 |
|
|
|
219,384 |
|
Jennifer Yi Boyer |
|
|
23,633 |
|
|
|
196,863 |
|
Potential Payments Upon Termination or Upon Change in Control
The executive employment agreements we entered into with our current NEOs provide for the severance compensation described below.
Employment Agreements
We entered into (i) an employment agreement with Kevin R.M. Smith, our Chief Executive Officer, effective November 10, 2023, (ii) an employment agreement with Michael Bourque, Executive Vice President, Chief Financial Officer, effective March 4, 2024, (iii) an employment agreement with Kevin P. Smith, our Executive Vice President, General Counsel, Business Development and Corporate Secretary, effective July 22, 2024, (iv) an amended employment agreement with Gregoire Ramade, our Executive Vice President, Chief Commercial Officer, effective January 2, 2024 and an employment agreement with Jennifer Yi Boyer, our Executive Vice President, Chief Human Resources Officer and Enterprise Enablement, effective February 14, 2022.
-64-
Each agreement provides that if the applicable NEO’s employment is terminated without “cause” (excluding by reason of death or disability) or the NEO resigns for “good reason” (as such terms are defined in the employment agreement) outside of the period beginning three months before a change in control (as defined in the employment agreement) and ending 12 months after a change in control (the “Change in Control Period”), such NEO will be eligible to receive the following benefits if he or she timely signs and does not revoke a release of claims and continues to comply with certain covenants in the employment agreement and his or her at-will employment, confidential information, invention assignment, and arbitration agreement with the Company:
If, during the Change of Control Period, the NEO’s employment is terminated without cause (excluding by reason of death or disability) or he or she resigns for good reason, he or she will be eligible to receive (i) the NEO Severance Payments for a period of 24 months following his or her termination (or in the case of Mr. K.R.M. Smith, payment will be made in a lump sum) and (ii) the NEO COBRA Benefits.
In the event any of the amounts provided for under an employment agreement or otherwise payable to the NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the NEO would be entitled to receive either full payment of benefits under the employment agreement or such lesser amount which 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 the NEO. None of the aforementioned employment agreements require us to provide any tax gross-up payments.
Mr. Bourque stepped down as our Executive Vice President, Chief Financial Officer, and Corporate Treasurer effective April 6, 2026. Mr. Bourque will remain employed by us as a Senior Advisor and will provide transition services to us through no later than June 30, 2026. The terms of Mr. Bourque’s employment will continue to be governed by the terms of his employment agreement during the transition period and he will receive severance benefits consistent with a termination without “cause” as described in the section titled “Executive Compensation—Potential Payments Upon Termination or Upon Change in Control.”
Equity Incentive Plans
The 2023 Plan provides employees, including our NEOs, with certain vesting acceleration protections in connection with a change in control. In the event of an “involuntary termination” (as defined in the 2023 Plan) occurring on or within 12 months following a “change in control” (as defined in the 2023 Plan), a participant will fully vest in and have the right to exercise all outstanding options and stock appreciation rights, including with respect to shares that would not otherwise have been vested or exercisable. In addition, all restrictions on RSUs will lapse and, with respect to awards subject to performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels, and all other applicable conditions will be deemed satisfied.
Outstanding Performance-based Equity Awards Granted to the NEOs
Under the terms of the outstanding performance-based awards held by the NEOs, if, prior to the end of any performance period, there is a “change in control” (as defined in the 2023 Plan), then the target number of shares corresponding to that performance period will vest as of immediately prior to such change in control.
-65-
The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described below, assuming that the triggering event took place on December 31, 2025, the last day of our fiscal year.
|
|
Death or Disability |
|
|
Change in Control |
|
|
Termination Without |
|
|
Termination Without |
|
|
||||
Name |
|
($) |
|
|
($) |
|
|
($) |
|
|
($)(1) |
|
|
||||
Kevin R.M. Smith |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance payment |
|
|
— |
|
|
|
— |
|
|
|
1,420,000 |
|
|
|
1,420,000 |
|
|
Accelerated vesting(2) |
|
|
— |
|
|
|
1,461,842 |
|
|
|
— |
|
|
|
2,638,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Michael Bourque |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance payment |
|
|
— |
|
|
|
— |
|
|
|
453,000 |
|
|
|
906,000 |
|
|
Accelerated vesting(2) |
|
|
— |
|
|
|
594,854 |
|
|
|
— |
|
|
|
1,273,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Kevin P. Smith |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance payment |
|
|
— |
|
|
|
— |
|
|
|
433,000 |
|
|
|
866,000 |
|
|
Accelerated vesting(2) |
|
|
— |
|
|
|
282,348 |
|
|
|
— |
|
|
|
808,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gregoire Ramade |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance payment |
|
|
— |
|
|
|
— |
|
|
|
457,000 |
|
|
|
914,000 |
|
|
Accelerated vesting(2) |
|
|
— |
|
|
|
262,181 |
|
|
|
— |
|
|
|
736,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jennifer Yi Boyer |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance payment |
|
|
— |
|
|
|
— |
|
|
|
430,000 |
|
|
|
860,000 |
|
|
Accelerated vesting(2) |
|
|
— |
|
|
|
441,450 |
|
|
|
— |
|
|
|
833,623 |
|
|
CEO Pay Ratio Disclosure
Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted rules requiring annual disclosure of the ratio of the median employee’s total annual compensation to our CEO’s total annual compensation. For purposes of determining our CEO’s total annual compensation, we elected to use the total annual compensation of Mr. Smith, who was serving as our CEO on the date used to determine the median employee. For our last completed fiscal year, which ended December 31, 2025:
-66-
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended (the “CEO Pay Ratio Disclosure Rule”).
For purposes of this year’s disclosure under the CEO Pay Ratio Disclosure Rule, we determined the median employee as of December 31, 2025, at which time we and our consolidated subsidiaries had approximately 753 employees, 724 of whom were U.S. employees, and approximately 29 (or approximately 3.9% of our total employee population) of whom are located outside of the United States in the Netherlands, France and Germany. In accordance with the permitted methodology for determining the “median employee”, we excluded all non-U.S. employees from our calculations. We then compared the total annual cash compensation earned by these employees for 2025 to determine the median employee, annualizing the compensation of all full-time and part-time employees who started their employment with us in 2025 but did not work for us or our consolidated subsidiary for the entire year. Once we identified our median employee, we estimated such employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median employee total annual compensation disclosed above.
We determined Mr. Smith’s total annual compensation amount by taking the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy.
Pay Versus Performance Information
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, the Pay Versus Performance disclosure provides an additional snapshot perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” defined by the SEC and referred to below as “CAP,” and various measures of market and financial performance. The following table shows the past three fiscal years’ total compensation for our NEOs (including our principal executive officer (“PEO”), also referred to herein as our “CEO”) as set forth in the Summary Compensation Table (“SCT”), the CAP paid to our other NEOs, the Company’s cumulative total shareholder return (“TSR”), the combined TSR of our selected peer group, our net income, and our revenue, which, in our assessment, represents our most important financial performance measure to link compensation actually paid to our NEOs for the most recently completed fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment(2) |
|
|
|
|
|
|
|
|||||||||||||||
Year |
|
Summary Compensation Table Total for First PEO(1) |
|
|
Summary Compensation Table Total for Second PEO(1) |
|
|
Summary Compensation Table Total for Third PEO(1) |
|
|
Compensation Actually Paid to First PEO(1)(3) |
|
|
Compensation Actually Paid to Second PEO(1)(3) |
|
|
Compensation Actually Paid to Third PEO(1)(3) |
|
|
Average Summary Compensation Table Total for Non-PEO NEOs(2) |
|
|
Average Compensation Actually Paid to Other NEOs(2) |
|
|
Company Total Shareholder Return(4) |
|
|
Peer Group Shareholder Return(5) |
|
|
Net Loss |
|
|
|
|
||||||||||||
2025 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
2024 |
|
N/A |
|
|
N/A |
|
|
$ |
|
|
N/A |
|
|
N/A |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||||
2023 |
|
$ |
|
|
N/A |
|
|
$ |
|
|
$ |
( |
) |
|
N/A |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
2022 |
|
$ |
|
|
N/A |
|
|
N/A |
|
|
$ |
|
|
N/A |
|
|
N/A |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||||
2021 |
|
$ |
|
|
$ |
|
|
N/A |
|
|
$ |
|
|
$ |
( |
) |
|
N/A |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||||
-67-
|
|
|
|
|
|
|
Equity Awards |
|
||||||||||||||||||||||
Year |
|
Executives |
|
SCT Total |
|
|
Deduct Stock & Option Awards |
|
|
Deduct Awards Forfeited Due to Failure to Achieve the Applicable Vesting Conditions |
|
|
Add Year End Value of Unvested Equity Granted in the Year |
|
|
Add Change in Value of Unvested Awards Granted in Prior Years |
|
|
Add Change in Value of Vested Equity Award in Year |
|
|
Add Change in Value of Vested Equity Granted in Prior Years |
|
|||||||
2025 |
|
Third PEO |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|||
|
|
Other NEOs* |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|||
2024 |
|
Third PEO |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
|
|
Other NEOs* |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||||
2023 |
|
First PEO |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|||
|
|
Third PEO |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|||
|
|
Other NEOs* |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
||||
2022 |
|
First PEO |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|||
|
|
Other NEOs* |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
2021 |
|
First PEO |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|||
|
|
Second PEO |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
||
|
|
Other NEOs* |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
||||
* Presented on an averaged basis.
Relationship Between Compensation Actually Paid (CAP) and TSR, Net Loss, and Revenue
The graphs below show the relationship (i) between CAP and the Company’s TSR and between the Company’s TSR and our peer group’s TSR, (ii) between CAP and the Company’s net loss, and (iii) between CAP and revenue.
-68-
Tabular List of Financial Performance Measures
The following lists the financial performance measures that we believe represent the most important financial performance measures used to link compensation actually paid to our NEOs for 2025 to Company performance:
Financial List of Performance Measures |
-69-
Equity Compensation Plan Information
The following table provides information as of December 31, 2025 with respect to shares of our common stock that may be issued under our existing equity compensation plans.
|
|
(a) Number of |
|
|
(b) Weighted |
|
|
(c) Number of |
|
|||
|
|
securities to |
|
|
average |
|
|
securities remaining |
|
|||
|
|
be issued |
|
|
exercise price |
|
|
available for future |
|
|||
|
|
upon exercise |
|
|
of outstanding |
|
|
issuance under equity |
|
|||
|
|
of outstanding |
|
|
options, |
|
|
compensation plans |
|
|||
|
|
options, |
|
|
warrants and |
|
|
(excluding securities |
|
|||
Plan category |
|
warrants and rights |
|
|
rights (1) |
|
|
reflected in column (a)) |
|
|||
Equity compensation plans approved by security holders (2)(3) |
|
|
— |
|
|
$ |
— |
|
|
|
2,206,725 |
|
Equity compensation plans not approved by security holders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
2,206,725 |
|
-70-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 6, 2026, the Record Date for the Annual Meeting, for:
We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 27,324,616 shares of our common stock outstanding as of April 6, 2026. We have deemed shares of our common stock issuable pursuant to RSUs which are subject to vesting conditions expected to occur within 60 days of April 6, 2026 to be outstanding and to be beneficially owned by the person holding the RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Inogen, Inc., 500 Cummings Center, Suite 2800, Beverly, Massachusetts 01915.
|
|
Number of |
|
|
Percentage of |
|
||
|
|
shares |
|
|
shares |
|
||
|
|
beneficially |
|
|
beneficially |
|
||
Name of beneficial owner |
|
owned |
|
|
owned |
|
||
5% Stockholders: |
|
|
|
|
|
|
||
Yuwell (Hong Kong) Holdings Limited (1) |
|
|
2,626,425 |
|
|
|
9.6 |
% |
BlackRock, Inc. (2) |
|
|
1,657,385 |
|
|
|
6.1 |
% |
|
|
|
|
|
|
|
||
Directors and executive officers, including our NEOs: |
|
|
|
|
|
|
||
Kevin R.M. Smith (3) |
|
|
133,462 |
|
|
* |
|
|
Jason Richardson |
|
|
— |
|
|
* |
|
|
Michael Bourque (4) |
|
|
94,596 |
|
|
* |
|
|
Kevin P. Smith (5) |
|
|
22,007 |
|
|
* |
|
|
Gregoire Ramade (6) |
|
|
44,229 |
|
|
* |
|
|
Jennifer Yi Boyer (7) |
|
|
26,747 |
|
|
* |
|
|
Mary Wright (8) |
|
|
19,129 |
|
|
* |
|
|
Elizabeth Mora (9) |
|
|
79,180 |
|
|
* |
|
|
Heather Rider (10) |
|
|
88,201 |
|
|
* |
|
|
Glenn Boehnlein (11) |
|
|
76,885 |
|
|
* |
|
|
Kevin King (12) |
|
|
76,885 |
|
|
* |
|
|
Mary Kay Ladone (13) |
|
|
76,885 |
|
|
* |
|
|
Mira Sahney (14) |
|
|
39,724 |
|
|
* |
|
|
|
|
|
|
|
|
|
||
All current directors and executive officers as a group (12 persons) (15) |
|
|
683,334 |
|
|
|
2.5 |
% |
* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
-71-
-72-
We have adopted a formal written policy providing that our Audit Committee will be responsible for reviewing “related party transactions,” which are transactions (i) in which we are or will be a participant, (ii) in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and (iii) in which a related person has or will have a direct or indirect interest. For purposes of this policy, a related person will be defined as a director, nominee for director, executive officer, or greater than 5% beneficial owner of our common stock and their immediate family members. Under this policy, all related party transactions may be consummated or continued only if approved or ratified by our Audit Committee.
Except as disclosed below, since January 1, 2024, we have not entered into any transactions, nor are there any currently proposed transactions to which we will be a party, in which:
Yuwell Collaboration
On January 25, 2025, the Company entered into a Strategic Collaboration Agreement (the “Collaboration Agreement”) with Jiangsu Yuyue Medical Equipment & Supply Co., Ltd. (“Yuwell”). The Collaboration Agreement established guidelines and principles relating to the parties’ cooperation with respect to distribution, research and development, licensing, and supply chain optimization. In connection with their entry into the Collaboration Agreement, the Company and Yuwell also entered into two distribution arrangements whereby the Company will distribute certain products supplied by Yuwell in the United States and specified European countries and Yuwell will distribute certain products supplied by the Company in specified Asia Pacific countries. Pursuant to the Collaboration Agreement, the Company has started distributing the Inogen Voxi 5 stationary oxygen concentrator as well as the Aurora continuous positive airway pressure (“CPAP”) masks in the United States, and Yuwell has commenced distributing certain portable oxygen concentrators supplied by the Company in specified countries in the Asia-Pacific region. During the year ended December 31, 2025, we purchased approximately $4.0 million of Yuwell’s products under the Collaboration Agreement.
On January 25, 2025, the Company entered into a securities purchase agreement with Yuwell (Hong Kong) Holdings Limited (the “Investor”), a wholly-owned subsidiary of Yuwell, in which the Company agreed to issue and sell an aggregate of 2,626,425 shares of the Company’s common stock for an aggregate purchase price of approximately $27.2 million (the “Yuwell Private Placement”). The Company granted customary registration rights to the Investor in connection with the Yuwell Private Placement. For further description of the Yuwell Private Placement, see Note 7 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Indemnification Agreements
We have entered into customary indemnification agreements with each of our directors and executive officers.
-73-
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. We believe that our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements in 2025 except for the following: Mr. Boehnlein filed a late Form 4 on May 19, 2025 in connection with a time-based restricted stock award that vested on May 14, 2025. The late filing was due to an administrative oversight.
In making these statements, we have relied upon examination of the filings made with the SEC and the written representations of our directors and executive officers.
Available Information
Our financial statements for our fiscal year ended December 31, 2025 are included in our Annual Report on Form 10‑K. This proxy statement and our Annual Report are posted on the Investor Relations section of our website at http://investor.inogen.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our Annual Report without charge by sending a written request to Inogen, Inc., Attention: Investor Relations, 500 Cummings Center, Suite 2800, Beverly, Massachusetts 01915.
Availability of Amended and Restated Bylaws
A copy of our bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at our principal executive office for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
Company Website
We maintain a website at www.inogen.com. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are inactive textual references only.
-74-
PROPOSALS OF STOCKHOLDERS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL MEETING
Stockholders who wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year’s Annual Meeting must submit their proposals so that they are received at Inogen’s principal executive offices no later than the close of business (8:30 p.m. Eastern Time) on , 2026. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Pursuant to the rules promulgated by the SEC, simply submitting a proposal does not guarantee that it will be included. Notices of proposals for inclusion in the proxy materials must be addressed to: Corporate Secretary, Inogen, Inc., 500 Cummings Center, Suite 2800, Beverly, Massachusetts 01915.
Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement, provided that such stockholder satisfies the requirements set forth in our bylaws. In order to be properly brought before the 2027 Annual Meeting of Stockholders, a stockholder’s notice of a matter the stockholder wishes to present, or the person or persons the stockholder wishes to nominate as a director, must be delivered to the Corporate Secretary of Inogen at its principal executive offices not less than 45 nor more than 75 days before the first anniversary of the date on which Inogen first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s Annual Meeting. As a result, any notice given by a stockholder pursuant to these provisions of our bylaws must be received no earlier than , 2027 and no later than the close of business (8:00 p.m. Eastern Time) on , 2027, unless the date of our 2027 Annual Meeting date is changed by more than 25 days from the one year anniversary of June 5, 2026. In that case, we must receive proposals no earlier than the close of business on the 120th day prior to the date of the 2027 Annual Meeting and not later than the close of business on the later of the 90th day prior to the date of the 2027 Annual Meeting or the 10th day following the day on which we first make a public announcement of the date of the meeting if the first public announcement of the date of the 2026 Annual Meeting is less than 100 days prior the date of the 2026 Annual Meeting.
To be in proper form, a stockholder’s notice must include the specified information concerning the proposal or nominee as described in our bylaws and the rules and regulations of the SEC, including Rule 14a-19 under the Exchange Act. A stockholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our bylaws and the rules and regulations of the SEC, including Rule 14a-19 under the Exchange Act. We will not consider any proposal or nomination that is not timely or otherwise does not meet the requirements of our bylaws and the rules and regulations of the SEC, including Rule 14a-19 under the Exchange Act, for submitting a proposal or nomination. If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting, or a qualified representative of such stockholder, does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
Notices of intention to present proposals at the 2027 Annual Meeting of Stockholders must be addressed to: Corporate Secretary, Inogen, Inc., 500 Cummings Center, Suite 2800, Beverly, Massachusetts 01915. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.
Please refer to the full text of our advance notice bylaw provisions for additional information and requirements. A copy of our bylaws has been filed with our Annual Report on Form 10-K for the year ended December 31, 2025 and may be obtained by writing to our Corporate Secretary at the address listed above.
* * *
-75-
The Board does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named on the enclosed proxy card will have discretion to vote the shares of common stock they represent in accordance with their own judgment on such matters.
It is important that your shares of common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote over the Internet or by telephone as instructed on the proxy card or, if you received printed proxy materials, execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
Beverly, Massachusetts
, 2026
-76-
APPENDIX A – UNAUDITED RECONCILIATION FROM GAAP TO NON-GAAP |
|
|||||||
|
|
|
|
|
|
|
||
Reconciliation of U.S. GAAP to Other Non-GAAP Financial Information |
|
|||||||
(unaudited) |
|
|||||||
|
|
|
|
|
|
|
||
(amounts in thousands) |
|
Years ended December 31, |
|
|||||
Non-GAAP EBITDA and Adjusted EBITDA |
|
2025 |
|
|
2024 |
|
||
Net loss |
|
$ |
(22,747 |
) |
|
$ |
(35,888 |
) |
Non-GAAP adjustments: |
|
|
|
|
|
|
||
Interest income |
|
|
(4,385 |
) |
|
|
(5,190 |
) |
Provision (benefit) for income taxes |
|
|
(632 |
) |
|
|
(588 |
) |
Depreciation and amortization |
|
|
20,659 |
|
|
|
21,004 |
|
EBITDA (non-GAAP) |
|
|
(7,105 |
) |
|
|
(20,662 |
) |
Stock-based compensation |
|
|
8,014 |
|
|
|
7,397 |
|
Acquisition-related expenses |
|
|
— |
|
|
|
784 |
|
Change in fair value of earnout liability |
|
|
— |
|
|
|
3,000 |
|
Legal and settlement expenses |
|
|
1,784 |
|
|
|
— |
|
Adjusted EBITDA (non-GAAP) |
|
|
2,693 |
|
|
|
(9,481 |
) |
Bonus costs(1) |
|
|
1,000 |
|
|
|
— |
|
Adjusted EBITDA, as defined for compensation purposes (non-GAAP) |
|
$ |
3,693 |
|
|
$ |
(9,481 |
) |
(1) Includes severance, relocation, sign-on bonuses and other.
-77-
APPENDIX B - AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.
-78-
-79-
For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
-80-
In addition, for purposes of determining the fair market value of shares for any reason other than the determination of the exercise price of Options or Stock Appreciation Rights, fair market value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such purpose. The determination of fair market value for purposes of tax withholding may be made in the Administrator’s discretion subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.
-81-
-82-
-83-
-84-
-85-
-86-
An Option will be deemed exercised when the Company receives: (i) notice of exercise (in accordance with the procedures that the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any applicable tax withholdings). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.
-87-
Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
-88-
-89-
-90-
At the discretion of the Administrator, the payment upon exercise of a Stock Appreciation Right may be in cash, in Shares of equivalent value, or in some combination of both.
-91-
-92-
In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise the Participant’s outstanding Option and Stock Appreciation Right (or portion thereof) that is not assumed or substituted for, including Shares as to which such Award would not otherwise be vested or exercisable, all restrictions on Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units (or portions thereof) not assumed or substituted for will lapse, and, with respect to such Awards with performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise by the Administrator or under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, unless specifically provided otherwise by the Administrator or under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that such Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right (or its applicable portion) will terminate upon the expiration of such period.
-93-
For the purposes of this subsection 14(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. For the avoidance of doubt, the Administrator may determine that, for purposes of this Section 14(c), the Company is the successor corporation with respect to some or all Awards.
Notwithstanding anything in this Section 14(c) to the contrary, in the event of an Involuntary Termination (as defined below) of a Participant as a Service Provider on or within twelve (12) months following a Change in Control, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise by the Administrator or under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable.
Notwithstanding anything in this subsection 14(c) to the contrary, and unless otherwise provided by the Administrator or under an Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
Notwithstanding anything in this subsection 14(c) to the contrary, if a payment under an Award Agreement is subject to Section 409A and if the change in control definition contained in the Award Agreement or other written agreement related to the Award does not comply with the definition of “change in control” for purposes of a distribution under Section 409A, then any payment of an amount that otherwise is accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable under Section 409A.
-94-
-95-
-96-
-97-
-98-
APPENDIX C – AMENDMENT TO THIRTEENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
CERTIFICATE OF AMENDMENT
OF THE
THIRTEENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INOGEN, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Inogen, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
Section 2. From and after the effectiveness of this Amended and Restated Certificate of Incorporation, until the election of directors at the annual meeting of stockholders to be held in 2029, the directors of the Corporation (other than any who may be elected by holders of Preferred Stock under specified circumstances) shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. Directors already in office shall be assigned to each class at the time such classification becomes effective in accordance with a resolution or resolutions adopted by the Board of Directors. At the first. Each director elected prior to the annual meeting of stockholders following the date hereof, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the secondto be held in 2027 shall continue to serve for the remainder of the original term for which he or she was elected. Commencing at the annual meeting of stockholders following the date hereof, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the date hereof, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholdersto be held in 2027, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors is changed, any newly created directorships or decrease in directorships shall be so apportioned hereafter among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.one year, expiring at the next annual meeting of stockholders and until such director’s successor shall be elected or such director’s earlier death, resignation or removal. At the annual meeting of stockholders to be held in 2029 and at each annual meeting of stockholder thereafter, directors shall no longer be divided into classes and all directors shall be elected for a one year term expiring at the next annual meeting of stockholders until his or her successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal.
-99-
ARTICLE VI
Section 1. Any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors with or without cause; provided, however, that until the election of directors at the annual meeting of stockholders to be held in 2029, such removal may only be for cause.
Section 2. Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV hereof in relation to the rights of the holders of Preferred Stock to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors, created in accordance with the Bylaws of the Corporation, and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, and not by the stockholders. APrior to the annual meeting of stockholders to be held in 2029, a person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen until his or her successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. At the annual meeting of stockholders to be held in 2029 and at each annual meeting of stockholders thereafter, a person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next annual meeting of stockholders until his or her successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
IN WITNESS WHEREOF, Inogen, Inc. has caused this Certificate of Amendment of the Thirteenth Amended and Restated Certificate of Incorporation to be signed by Kevin R.M. Smith, a duly authorized officer of the Corporation, on __________, 2026.
Kevin R.M. Smith
Chief Executive Officer and President
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PRELIMINARY PROXY CARD, SUBJECT TO COMPLETION SCAN TO VIEW MATERIALS & VOTE INOGEN, INC. 500 CUMMINGS CENTER, SUITE 2800 BEVERLY, MASSACHUSETTS 01915 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 4, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/INGN2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 4, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY INOGEN, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Class III Directors Nominees: For Withhold 1a. Glenn Boehnlein 1b. Mira Sahney The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5. For Against Abstain 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. 3. To approve, on an advisory and non-binding basis, the compensation of our named executive officers. 4. To approve the Inogen, Inc. Amended and Restated 2023 Equity Incentive Plan. 5. To approve an amendment to our Thirteenth Amended and Restated Certificate of Incorporation to declassify our Board of Directors. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
PLEASE VOTE TODAY! See reverse side for three easy ways to vote INOGEN, INC. Annual Meeting of Stockholders June 5, 2026 1:00 PM EDT This proxy card is solicited by the Board of Directors of Inogen, Inc. The stockholder(s) hereby appoint(s) Kevin R. M. Smith and Kevin P. Smith, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Inogen, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 1:00 PM, EDT on June 5, 2026 via a live webcast on the internet, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted as to all shares of the undersigned "FOR" each of the Inogen recommended nominees in Proposal 1, "FOR" Proposals 2, 3, 4 and 5 and according to the discretion of the proxy holders on any other matters that may properly come before the meeting or any postponement or adjournment thereof. Continued and to be signed on reverse side