Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On July 7, 2020, Mudit Jain tendered his resignation as a Class II director of
the Board of Directors (the "Board") of Inspire Medical Systems, Inc. (the
"Company"), and will step down from the Board and its Audit Committee, effective
July 30, 2020. Dr. Jain's resignation was not the result of any disagreement
with the Company or any matter relating to the Company's operation, policies or
On July 8, 2020, the Board, upon the recommendation of its Nominating and
Corporate Governance Committee, expanded the size of the Board from nine
directors to ten directors, and appointed Georgia Garinois-Melenikiotou to the
Board to fill the newly vacant seat, effective immediately. Ms.
Garinois-Melenikiotou will serve as a Class II director for a term expiring at
the Company's annual meeting of stockholders to be held in 2023 and until her
successor is duly elected and qualified or her earlier death, disqualification,
resignation or removal. In connection with the appointment of Ms.
Garinois-Melenikiotou to the Board, she was also appointed to serve on the Audit
Committee, effective upon Dr. Jain's resignation. The Board further approved
that the size of the Board will be reduced from ten to nine directors also upon
the effectiveness of Dr. Jain's resignation.
Ms. Garinois-Melenikiotou, 61, served as Executive Vice President, Corporate
Marketing at The Estée Lauder Companies ("ELC"), a global beauty products
company, from January 2015 through July 2020 and as ELC's Senior Vice President,
Corporate Marketing from 2010 through December 2014. Prior to ELC, Ms.
Garinois-Melenikiotou had a 27-year career at Johnson & Johnson, a global
manufacturer of medical devices, pharmaceutical products and consumer packaged
goods, including several senior leadership positions most recently as President,
Beauty Global Business Unit Strategy and New Growth from 2007 to 2010 and, prior
to that, as President, Beauty Care, EAME from 2006 to 2007. Ms.
Garinois-Melenikiotou has served on the Board of Directors of Almirall, S.A.
(BMAD: ALM), a Spanish pharmaceutical company, since 2015. Ms.
Garinois-Melenikiotou holds a B.S. and an M.S. in engineering from the National
Technical University of Athens and an M.B.A. from the Sloan School of Management
Ms. Garinois-Melenikiotou is eligible to participate in the Company's
Non-Employee Director Compensation Policy, which provides for: (i) an annual
cash retainer of $40,000 for serving on the Board, earned on a quarterly basis;
(ii) an annual cash retainer of $10,000 for serving on the Audit Committee,
earned on a quarterly basis; (iii) an initial equity-based award of options to
purchase shares of the Company's common stock (the "Initial Award") in an amount
equal to $165,000 that vests and becomes exercisable in substantially equal
annual installments over three years following the grant date, subject to Ms.
Garinois-Melenikiotou'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 award of options to purchase shares of the Company's common
Stock in an amount of $110,000 that vests and becomes exercisable on the first
anniversary of the date of grant, subject to Ms. Garinois-Melenikiotou's
continued service on the Board through such vesting date. Ms.
Garinois-Melenikiotou may elect to receive any portion of his annual cash
retainers in the form of shares of the Company's common stock. On July 8, 2020,
Ms. Garinois-Melenikiotou was granted an Initial Award in an amount equal to
$165,000 and with an exercise price equal to $93.14 per share, the fair market
value of a share of the Company's common stock on the July 8, 2020 grant date.
Ms. Garinois-Melenikiotou has entered into the Company's standard
indemnification agreement for directors and officers.
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