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Inspire Medical Systems (NYSE: INSP) appoints AtriCure CEO Michael Carrel to board

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Inspire Medical Systems, Inc. appointed Michael H. Carrel to its Board of Directors as a Class III director, effective July 20, 2026. His term runs until the company’s 2027 Annual Meeting of Stockholders, and he will also serve on the Organization and Compensation Committee and the Quality, Product Supply and Technology Committee.

Carrel is President, Chief Executive Officer and director of AtriCure, Inc. and has held multiple leadership roles at publicly traded healthcare and technology companies. Under the Non-Employee Director Compensation Policy, he will receive a $55,000 annual cash board retainer, $7,500 annually for each committee, a $300,000 initial restricted stock unit grant vesting over three years, and $200,000 in annual RSU awards following each annual meeting, plus standard director indemnification.

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Filing Explained

Carrel’s appointment is effective, but the compensation terms create additional common-stock mechanics: he may elect cash retainers as shares, while the $300,000 initial and $200,000 annual restricted-stock-unit awards acquire common stock only as they vest, subject to continued Board service.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual board cash retainer $55,000 Annual cash retainer for serving on the Board, earned quarterly
Committee cash retainers $7,500 + $7,500 Annual cash retainers for Organization and Compensation and Quality, Product Supply and Technology Committees
Initial RSU award $300,000 Initial equity-based restricted stock unit award, vesting over three years
Annual RSU award $200,000 Equity-based RSU award following each annual meeting, vesting after one year
Director term 2027 Annual Meeting Class III director term expires at the 2027 Annual Meeting of Stockholders
Appointment effective date July 20, 2026 Date Michael H. Carrel was appointed to the Board
Class III director regulatory
"will serve as a Class III director for a term expiring at the Company’s 2027"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Non-Employee Director Compensation Policy financial
"Mr. Carrel is eligible to participate in the Company’s Non-Employee Director Compensation Policy"
restricted stock units financial
"initial equity-based award of restricted stock units to acquire shares of the Company’s"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Annual Meeting of Stockholders regulatory
"term expiring at the Company’s 2027 Annual Meeting of Stockholders and until his successor"
indemnification agreement regulatory
"entitled to indemnification against certain liabilities, costs, and expenses in accordance with the Company’s standard indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What board change did Inspire Medical Systems (INSP) disclose?

Inspire Medical Systems appointed Michael H. Carrel to its Board of Directors as a Class III director, effective July 20, 2026. His term runs until the 2027 Annual Meeting of Stockholders, and he will serve on two key board committees.

What is Michael H. Carrel’s background relevant to Inspire Medical Systems (INSP)?

Michael H. Carrel is President, CEO and director of AtriCure, Inc., a medical device company. He previously led Vital Images and Zamba Corporation and served as CFO of NextNet Wireless, adding broad healthcare and technology leadership experience.

How will new director Michael H. Carrel be compensated at Inspire Medical Systems (INSP)?

Carrel will receive a $55,000 annual cash board retainer, $7,500 annually for each of two committees, a $300,000 initial RSU grant vesting over three years, and $200,000 in RSUs after each annual meeting, subject to continued board service.

What equity awards will Michael H. Carrel receive from Inspire Medical Systems (INSP)?

He is eligible for an initial restricted stock unit award worth $300,000, vesting in equal annual installments over three years. After each annual stockholders’ meeting, he may receive an additional $200,000 RSU award vesting on the first anniversary of grant.

Which board committees will Michael H. Carrel join at Inspire Medical Systems (INSP)?

Carrel was appointed to the Organization and Compensation Committee and the Quality, Product Supply and Technology Committee. He will receive separate annual cash retainers of $7,500 for each committee role, earned on a quarterly basis.
0001609550False00016095502026-07-202026-07-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT

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

Date of report (Date of earliest event reported): July 20, 2026
_________________________
INSPIRE MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
_________________________
Delaware001-3846826-1377674
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
5500 Wayzata Blvd., Suite 1600
Golden Valley, Minnesota 55416
(Address of principal executive offices) (Zip Code)

(844) 672-4357
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareINSPNew York Stock Exchange

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

Emerging growth company     

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



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

On July 20, 2026, the Board of Directors (the “Board”) of Inspire Medical Systems, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, appointed Michael H. Carrel to the Board, effective immediately. Mr. Carrel will serve as a Class III director for a term expiring at the Company’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified or his earlier death, disqualification, resignation or removal. In connection with the appointment of Mr. Carrel to the Board, he was also appointed to serve on the Organization and Compensation Committee and Quality, Product Supply and Technology Committee.

Mr. Carrel, age 55, has served as President, Chief Executive Officer and director of AtriCure, Inc. (NASDAQ: ATRC), a medical device company that provides solutions, treatments and therapies for atrial fibrillation (Afib), left atrial appendage (LAA) management and post-operative pain management, since November 2012. His career includes successful leadership in global organizations in healthcare and technology industries. Before joining AtriCure, Mr. Carrel was President and Chief Executive Officer of Vital Images, Inc., a publicly-traded medical imaging software company which was acquired by Toshiba Medical Systems Corporation. Prior to Vital Images, Mr. Carrel was President and CEO of Zamba Corporation, a publicly-traded technology company, and Chief Financial Officer of NextNet Wireless, Inc. Mr. Carrel served on the Board of Directors of Axonics, Inc., a publicly traded company and global leader in medical devices for incontinence therapies, from February 2019 to November 2024 (and served as Chairman of the Board beginning April 2020), before it was acquired by Boston Scientific. Mr. Carrel is also the Chair of Big Brothers Big Sisters of America and has served on the Board since 2021, and he has served on the Board of Medical Device Manufacturers Association (MDMA) since 2017 and Advamed since 2026. Mr. Carrel holds a B.S. in Accounting from Pennsylvania State University and an M.B.A. from The Wharton School at the University of Pennsylvania.

Mr. Carrel is eligible to participate in the Company’s Non-Employee Director Compensation Policy, which provides for: (i) an annual cash retainer of $55,000 for serving on the Board, earned on a quarterly basis; (ii) an annual cash retainer of $7,500 for serving on the Organization and Compensation Committee, earned on a quarterly basis; (iii) an annual cash retainer of $7,500 for serving on the Quality, Product Supply and Technology Committee, earned on a quarterly basis (iv) an initial equity-based award of restricted stock units to acquire shares of the Company’s common stock having an aggregate fair value of $300,000 (the “Initial Award”), which award vests in substantially equal annual installments over three years following the grant date, subject to Mr. Carrel’s continued service on the Board through each such vesting date; and (iv) following each annual meeting of the Company’s stockholders, an annual equity-based of restricted stock units to acquire shares of the Company’s common stock having an aggregate fair value of $200,000, which award vests on the first anniversary of the date of grant, subject to Mr. Carrel’s continued service on the Board through such vesting date. Mr. Carrel may elect to receive any portion of his annual cash retainers in the form of shares of the Company’s common stock.

Mr. Carrel will be entitled to indemnification against certain liabilities, costs, and expenses in accordance with the Company’s standard indemnification agreement for directors and officers.

Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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

INSPIRE MEDICAL SYSTEMS, INC.
Date:July 24, 2026By:/s/ Bryan K. Phillips
Bryan K. Phillips
Sr. Vice President, General Counsel and Secretary

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Filing Exhibits & Attachments

3 documents