Inogen, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the newly required 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)		Compensation Actually Paid to First PEO(1)(3)		Compensation Actually Paid to Second PEO(2)			Average Summary Compensation Table Total for Non-PEO NEOs(2)		Average Compensation Actually Paid to Other NEOs(2)(2)		Company Total Shareholder Return		Peer Group Shareholder Return(5)		Net Loss (in thousands)		Revenue (in thousands)(6)
2022	$	6,266,951	N/A		$	3,242,134	N/A			$	2,042,824	$	1,345,095	$	23.91	$	139.58	$	83,772	$	377,241
2021	$	7,036,373	$	224,134	$	5,614,398	$	(3,110,485	)	$	1,224,031	$	601,092	$	40.52	$	183.70	$	6,333	$	358,003
2020	N/A		$	2,528,984	N/A		$	484,811		$	870,791	$	427,572	$	53.34	$	176.18	$	5,829	$	308,487

(1)

The First PEO is Nabil Shabshab. The Second PEO is Scott Wilkinson.

(2)

The Non-PEO NEOs for each applicable year are:

2022: Kristin Caltrider, George Parr, Stanislav Glezer, Jason Somer, and Michael Sergesketter.

2021: Michael Sergesketter, George Parr, Stanislav Glezer, Bart Sanford, Alison Bauerlein, and Byron Myers.

2020: Alison Bauerlein, Byron Myers, Arron Retterer, and Bart Sanford.

(3)

The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The following table details the applicable adjustments that were made to determine CAP (adjustments for pension or dividend payments are not covered, as Inogen does not have supplemental executive requirement plans and does not pay dividends on equity awards, and due to rounding, the calculated final value of the numbers shown in the following table may not equal the values reported above). For any tranche of a performance-based equity award with a performance period ending on the last day of a reported fiscal year, the entire tranche was treated as unvested and outstanding for purposes of the following table and Pay Versus Performance table above, since the portion of the tranche that was earned (if any) and the portion of the tranche that was forfeited (if any) were not determined until after the end of such fiscal year.


				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
2022	First PEO	$	6,266,951	$	5,323,950	$	—	$	2,885,206	$	(533,657	)	$	—		$	(52,417	)
	Other NEOs*	$	2,042,824	$	1,206,173	$	—	$	638,363	$	(97,139	)	$	(9,331	)	$	(23,448	)
2021	First PEO	$	7,036,373	$	3,799,935	$	—	$	2,377,960	$	—		$	—		$	—
	Second PEO	$	224,134	$	—	$	3,191,803	$	—	$	—		$	—		$	(142,816	)
	Other NEOs*	$	1,224,031	$	683,297	$	277,236	$	410,474	$	(72,875	)	$	—		$	(6	)
2020	Second PEO	$	2,528,984	$	1,999,945	$	467,826	$	1,382,589	$	(544,787	)	$	—		$	(414,204	)
	Other NEOs*	$	870,791	$	574,952	$	97,052	$	461,787	$	(126,922	)	$	—		$	(106,080	)

* Presented on an averaged basis.

(4)

TSR is measured based on an initial fixed investment of $100 made in the Company’s common stock or the stock represented by the peer group (as applicable) (as applicable) on the market close on the last trading day before the earliest fiscal year in the table, assuming the reinvestment of any dividends.

(5)

The peer group is the S&P Healthcare Equipment and Supplies Index, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K disclosure in our annual report on Form 10-K for the year ended December 31, 2022.

(6)

The Company-selected measure is GAAP revenue.

Company Selected Measure Name

Revenue

Named Executive Officers, Footnote [Text Block]

(1)

The First PEO is Nabil Shabshab. The Second PEO is Scott Wilkinson.

(2)

The Non-PEO NEOs for each applicable year are:

2022: Kristin Caltrider, George Parr, Stanislav Glezer, Jason Somer, and Michael Sergesketter.

2021: Michael Sergesketter, George Parr, Stanislav Glezer, Bart Sanford, Alison Bauerlein, and Byron Myers.

2020: Alison Bauerlein, Byron Myers, Arron Retterer, and Bart Sanford.

Peer Group Issuers, Footnote [Text Block]

(5)

Adjustment To PEO Compensation, Footnote [Text Block]

(3)


				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
2022	First PEO	$	6,266,951	$	5,323,950	$	—	$	2,885,206	$	(533,657	)	$	—		$	(52,417	)
	Other NEOs*	$	2,042,824	$	1,206,173	$	—	$	638,363	$	(97,139	)	$	(9,331	)	$	(23,448	)
2021	First PEO	$	7,036,373	$	3,799,935	$	—	$	2,377,960	$	—		$	—		$	—
	Second PEO	$	224,134	$	—	$	3,191,803	$	—	$	—		$	—		$	(142,816	)
	Other NEOs*	$	1,224,031	$	683,297	$	277,236	$	410,474	$	(72,875	)	$	—		$	(6	)
2020	Second PEO	$	2,528,984	$	1,999,945	$	467,826	$	1,382,589	$	(544,787	)	$	—		$	(414,204	)
	Other NEOs*	$	870,791	$	574,952	$	97,052	$	461,787	$	(126,922	)	$	—		$	(106,080	)

* Presented on an averaged basis.

Non-PEO NEO Average Total Compensation Amount

$ 2,042,824

$ 1,224,031

$ 870,791

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,345,095

601,092

427,572

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(3)


				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
2022	First PEO	$	6,266,951	$	5,323,950	$	—	$	2,885,206	$	(533,657	)	$	—		$	(52,417	)
	Other NEOs*	$	2,042,824	$	1,206,173	$	—	$	638,363	$	(97,139	)	$	(9,331	)	$	(23,448	)
2021	First PEO	$	7,036,373	$	3,799,935	$	—	$	2,377,960	$	—		$	—		$	—
	Second PEO	$	224,134	$	—	$	3,191,803	$	—	$	—		$	—		$	(142,816	)
	Other NEOs*	$	1,224,031	$	683,297	$	277,236	$	410,474	$	(72,875	)	$	—		$	(6	)
2020	Second PEO	$	2,528,984	$	1,999,945	$	467,826	$	1,382,589	$	(544,787	)	$	—		$	(414,204	)
	Other NEOs*	$	870,791	$	574,952	$	97,052	$	461,787	$	(126,922	)	$	—		$	(106,080	)

* Presented on an averaged basis.

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

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.

Compensation Actually Paid vs. Net Income [Text Block]

Inogen PEO / NEO CAP vs. Net Loss

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Inogen PEO / NEO CAP vs. Revenue

Tabular List [Table Text Block]

Tabular List of Financial Performance Measures

The following lists the financial performance measures that we believe represents the most important financial performance measures used to link compensation actually paid to our NEOs for 2022 to Company performance: