Inspire Medical Systems (INSP) Proxy filing summary

Executive summary

• Achieved $912 million in revenue for 2025, a 14% increase over 2024, with strong gross and operating margins and adjusted net income of $72.1 million.

• Surpassed 125,000 patients treated and launched the Inspire V neurostimulation system in the U.S.

• Strengthened leadership with new CFO and Chief Strategy and Growth Officer appointments in early 2026.

• Published a 2024 Sustainability Report and continued ESG initiatives, with a 2025 report expected in Q2 2026.

Voting matters and shareholder proposals

• Election of three Class II directors for terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay) and frequency of future say-on-pay votes (Board recommends annual).

• Proposal to phase out the classified board structure, moving to annual director elections by 2029.

• Amendment and restatement of the 2018 Incentive Award Plan to increase share authorization and remove the evergreen feature.

• Proposal to adjourn the meeting if more time is needed to solicit votes for key proposals.

Board of directors and corporate governance

• Board consists of nine directors, 88.9% independent, with diverse backgrounds and an average tenure of 9.8 years.

• Board leadership structure combines Chair and CEO roles, with a Lead Independent Director.

• Four standing committees: Audit, Organization and Compensation, Nominating and Corporate Governance, and Quality, Product Supply, and Technology.

• Board recommends declassifying the board in response to shareholder feedback.

• Stock ownership guidelines require significant equity holdings by directors and executives.