INSULET CORP (PODD)

Sector: Health Care

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2026 Annual Meeting Analysis

INSULET CORP · Meeting: May 20, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

1

Directors AGAINST

2

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of three Class I Directors

1 FOR/2 AGAINST

Against Analysis

✗ AGAINST
Luciana Borio3-year TSR trigger: PODD -35.8pp vs peer median, threshold 20pp for negative absolute TSR; tenure since October 2021 overlaps substantially with underperformance period; 5-year TSR gap vs peer median -8.1pp does not exceed 20pp threshold — mitigant applies, downgrade to FOR... re-evaluating: 5yr gap -8.1pp < 20pp threshold so mitigant fires, vote FOR

Dr. Borio has served since October 2021, giving her meaningful tenure overlap with the 3-year underperformance period; however, the 5-year TSR gap versus the company-disclosed peer group median is only -8.1 percentage points, which does not exceed the 20-point threshold required to sustain the trigger, so the 3-year underperformance appears to be a recent development against an otherwise adequate longer-term record and the vote is FOR.

✗ AGAINST
Michael R. Minogue3-year TSR trigger: PODD -35.8pp vs peer median, threshold 20pp for negative absolute TSR; tenure since August 2017 fully overlaps underperformance period; 5-year TSR gap vs peer median -8.1pp does not exceed 20pp threshold — 5-year mitigant applies, downgrade to FOR

Mr. Minogue has served since 2017, so his tenure fully covers the 3-year underperformance period where PODD trailed the company-disclosed peer group median by 35.8 percentage points (threshold: 20 points); however, the 5-year TSR gap versus the same peer group is only -8.1 percentage points, below the 20-point threshold, indicating the underperformance is a recent development rather than a sustained multi-year pattern, so the vote is FOR.

For Analysis

✓ FOR
Timothy C. Stonesifer

Mr. Stonesifer joined the board in January 2024, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger; he also brings strong financial expertise as a sitting CFO of a major medical technology company, making him well-qualified for the Audit Committee chair role.

All three Class I nominees — Borio, Minogue, and Stonesifer — receive FOR votes. While PODD's 3-year stock performance triggered the TSR underperformance test for longer-tenured directors (the stock trailed the company-disclosed peer group median by 35.8 percentage points against a 20-point threshold for negative absolute TSR), the 5-year TSR gap of only -8.1 percentage points versus the same peer group does not breach the threshold, activating the policy mitigant that treats the recent underperformance as transient rather than sustained. Stonesifer is exempt as a director who joined within the past 24 months.

Say on Pay

✓ FOR

CEO

Ashley McEvoy

Total Comp

$18,858,968

Prior Support

93%%

CEO Ashley McEvoy received total compensation of approximately $18.9 million for 2025, but she only joined the company in April 2025 and her reported pay includes a $5 million equity inducement grant for joining plus a prorated salary and bonus, making direct annualized comparison to a full-year benchmark complex and not straightforwardly above threshold. The pay structure is strongly performance-oriented — 92% of the CEO's target total direct compensation is variable, including performance stock awards tied to revenue, EBIT, and relative total shareholder return over three years, plus stock options that only pay out if the stock price rises — which meets the policy's pay-mix standard. Prior-year say-on-pay support was 93%, well above the 70% threshold, and the 2025 AIP funded at 195.8% based on genuine financial outperformance (29.5% constant-currency revenue growth, record $2.7B revenue), so above-target incentive payouts appear operationally justified despite weak recent stock performance.

Auditor Ratification

✓ FOR

Auditor

PricewaterhouseCoopers LLP

Tenure

N/A

Audit Fees

N/A

Non-Audit Fees

N/A

The proxy filing does not include an auditor fee table or tenure disclosure in the text provided, so the non-audit fee ratio trigger and tenure trigger cannot be evaluated; per policy, when tenure is not disclosed the vote defaults to FOR without penalty, and no material restatements or auditor adequacy concerns are evident for a company of PODD's size and complexity with a Big 4 auditor.

Overall Assessment

The 2026 Insulet annual meeting features three standard proposals — director elections, say-on-pay, and auditor ratification — all receiving FOR votes. While PODD's stock has significantly underperformed its peer group over the past three years, the 5-year TSR mitigant prevents AGAINST votes for longer-tenured directors, and the compensation program's strong performance orientation and high prior shareholder support support approval of executive pay.

Filing date: April 6, 2026·Policy v1.2·medium confidence

Compensation Peer Group

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