Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of President and Chief Executive Officer; Appointment of New
Director; Resignation of Chief Executive Officer and Director
On January 22, 2021, the Board of Directors ("Board") of Inogen, Inc. (the
"Company") appointed Nabil Shabshab to serve as President and Chief Executive
Officer ("CEO") of the Company, effective February 8, 2021. In addition, on
January 22, 2021, the Board, upon recommendation of the Nominating and
Governance Committee, appointed Mr. Shabshab to serve as a Class II director of
the Company, effective February 8, 2021, with a term expiring at the annual
meeting of stockholders to be held in 2022. Mr. Shabshab will succeed Scott
Wilkinson, who had previously announced that he is retiring from the positions
of President, CEO, and as a director. Mr. Wilkinson's retirement as an officer
and director of the Company is effective February 8, 2021.
Most recently, Mr. Shabshab, 56, served as Worldwide President of Diabetes Care
and Digital Health at Becton Dickinson and Company, a leading medical technology
company, since August 2017. Prior to that, since August 2011, Mr. Shabshab
served as Becton Dickinson's Chief Marketing Officer and Executive Vice
President of Strategic Planning. Prior to Becton Dickinson, Mr. Shabshab served
as EVP, Global Portfolio, Chief Marketing Officer and Head of RD&E of Diversey,
Inc., a cleaning and sanitation solutions company from 2006 to 2010. In his
previous roles Mr. Shabshab served as Principal with The Zyman Group, as Vice
President, Client Solutions and Consulting with Symphony IRI, and in various
sales and marketing roles in pharmaceutical and consumer goods companies
including Warner Lambert / Pfizer, the Coca-Cola Company, and Fronterra. Mr.
Shabshab holds an MBA from Northwestern University Kellogg School of Management
and a B.S. in Computer Sciences from American Lebanese University.
Nabil Shabshab Compensation Arrangements
On January 22, 2021, the Board, upon the recommendation of the Company's
Compensation Committee, approved Mr. Shabshab's employment agreement, which
provides for an annual base salary of $650,000, a target annual bonus
opportunity of 85% of his base salary (which may not be reduced below 85% of his
base salary without his prior written consent), and a cash sign-on bonus of $1.7
million. If, prior to the 2-year anniversary of the effective date of the
employment agreement, Mr. Shabshab's employment is terminated by the Company for
"cause" or he resigns without "good reason" (as such terms are defined in the
employment agreement), he must immediately repay to the Company a pro-rata
portion of the sign-on bonus within 30 days of such termination or resignation.
The employment agreement provides for the Company's payment or reimbursement of
certain relocation and temporary living expenses that Mr. Shabshab may incur, up
to a maximum gross amount of $100,000 (inclusive of any tax gross up
payments). If, prior to the 2-year anniversary of the effective date of the
employment agreement, Mr. Shabshab's employment is terminated by the Company for
cause or he resigns without good reason, he must immediately repay to the
Company a pro-rata portion of the Company-paid relocation and temporary living
expenses within 60 days of such termination or resignation.
The employment agreement also provides for an equity award of restricted stock
units ("RSUs") covering shares of the Company's common stock with an initial
value of approximately $1.8 million (the "New Hire RSU Award"). Subject to Mr.
Shabshab's continued service with the Company, 50% of the New Hire RSU Award
will vest after approximately one year, and the remaining 50% of the New Hire
RSU Award will vest in 1/8th quarterly installments over the following 2 years.
In addition, the employment agreement provides for an equity award covering
shares of the Company's common stock with an initial value of approximately $2.0
million (the "2021 Annual Award"). 50% of the 2021 Annual Award will be in the
form of RSUs vesting on a time-based vesting schedule, and 50% of the 2021
Annual Award will be in the form of performance-based RSUs ("PSUs") vesting
based on performancebased criteria. Subject to Mr. Shabshab's continued service
with the Company, 25% of the RSUs subject to the 2021 Annual Award will vest
after approximately one year, and the remaining 75% of the RSUs subject to the
2021 Annual Award will vest in 1/12th quarterly installments over the following
3 years. The PSUs subject to the 2021 Annual Award will be divided into 3
substantially equal tranches that vest based on the achievement of performance
goals for 2021, 2022, and 2023, respectively, subject to Mr. Shabshab's
continued service with the Company.
--------------------------------------------------------------------------------
The New Hire RSU Award and 2021 Annual Award each will be subject to the terms
and conditions of the Company's 2014 Equity Incentive Plan and applicable award
agreements.
The employment agreement also provides that beginning in 2022 and for each year
in which Mr. Shabshab serves as the Company's CEO, unless otherwise agreed to by
Mr. Shabshab with prior written consent, he will be eligible for annual Company
equity awards with an initial value of not less than $2.0 million, on the terms
and conditions approved by the Board or the Compensation Committee.
Mr. Shabshab's employment agreement also provides that if his employment with
the Company is terminated by the Company without cause (excluding by reason of
death or disability) or he resigns for good reason outside of the period
beginning 3 months before a change of control (as defined in the employment
agreement) and ending 12 months after a change of control (the "Change of
Control Period"), he will be eligible to receive the following severance
benefits:
• continued payment of his base salary for a period of 24 months following
his termination date (the "Severance Payments");
• for up to 24 months following his termination date, he and his eligible
dependents will only be required to pay the portion of the costs of
medical benefits as he was required to pay as of the date of his
termination, or he will receive taxable monthly payments for the
equivalent period in the event the Company determines that the COBRA
subsidy could violate applicable law (the "COBRA Benefits"); and
• if such termination or resignation occurs on or before the 2-year
anniversary of the effective date the employment agreement, the number of
RSUs subject to the New Hire Award that otherwise would have vested as of
the 2-year anniversary of such termination or resignation will vest.
Under the employment agreement, if, during the Change of Control Period, Mr.
Shabshab's employment is terminated by the Company without cause (excluding by
reason of death or disability) or he resigns for good reason, he will be
eligible to receive the Severance Payments, the COBRA Benefits, and all
outstanding Company equity awards (including the New Hire Award and the 2021
Annual Award) will fully vest, and, unless otherwise provided in the applicable
award agreement governing such Company equity award, the performance criteria
for any performance-based awards will be deemed to be satisfied at not less than
the target level or such higher level as may be determined by the applicable
Company equity plan, award agreement, or agreement governing the change of
control.
Mr. Shabshab's receipt of the severance benefits described above is conditioned
on his timely signing and not revoking a release of claims, resigning all
directorships, committee memberships or any other positions he holds with the
Company, and continuing to comply with certain covenants in the employment
agreement.
Mr. Shabshab's employment agreement also provides that in the event his
employment with the Company terminates due to his death or disability, the
number of RSUs subject to the New Hire Award that otherwise would have vested as
of the 2-year anniversary of such termination will vest.
In the event any of the amounts provided for under the employment agreement or
otherwise payable to Mr. Shabshab would constitute "parachute payments" within
the meaning of Section 280G of the Internal Revenue Code and could be subject to
the related excise tax, he would be entitled to receive either full payment of
benefits under the employment agreement or such lesser amount which would result
in no portion of the benefits being subject to the excise tax, whichever results
in the greater amount of after-tax benefits to him.
Mr. Shabshab will receive no additional compensation for his service on the
Board.
The summary of Mr. Shabshab's employment and severance agreement set forth above
does not purport to be complete and is qualified in its entirety by reference to
the full text of the employment and severance agreement, which is attached to
this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference
herein.
--------------------------------------------------------------------------------
In addition, Inogen has entered into its standard form of indemnification
agreement with Mr. Shabshab. The form indemnification agreement was filed with
the Securities and Exchange Commission on November 27, 2013 as Exhibit 10.1 to
the Company's Registration Statement on Form S-1 and is incorporated herein by
reference. Mr. Shabshab has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K
. . .
Item 7.01. Regulation FD Disclosure.
The Company plans to issue a press release announcing Mr. Shabshab's appointment
as President, CEO and a director and the retirement of Mr. Wilkinson at a future
date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
10.1 Employment and Severance Agreement between the Company and Nabil
Shabshab, dated January 22, 2021.
10.2 Transition Agreement and Release between the Company and Scott
Wilkinson, dated January 22, 2021.
104 The cover page of this Current Report on Form 8-K, formatted in inline
XBRL
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
INOGEN, INC. 
