Insulet Corporation filed a Current Report on Form 8-K dated September 14, 2026, announcing the approval of a new compensation arrangement. The Talent and Compensation Committee of the Board of Directors approved the Insulet Nonqualified Deferred Compensation Plan, which is set to become effective on January 1, 2027.
The filing states that the new plan is designed as an unfunded "top hat" deferred compensation plan. It is intended to comply with Section 409A of the Internal Revenue Code and is available to a select group of management or highly compensated employees, including the Company’s named executive officers. The plan will be administered by the Employee Benefits Committee or a committee designated by the Talent and Compensation Committee.
Under the terms of the plan, participants may elect to defer up to 60% of their cash compensation. This includes base salary, annual incentive bonus, and other cash compensation approved by the Committee. The filing notes that equity awards cannot be deferred under this plan. All participant cash deferrals and related earnings will be fully vested.
The plan allows for the Company to make matching, nonelective, and discretionary contributions. Unless otherwise determined by the Committee, these contributions are subject to a two-year cliff vesting schedule based on years of service and vest in full upon a change in control of the Company.
Regarding payouts, amounts deferred are payable in cash in a lump sum or installments following the earliest occurrence of a participant’s specified date, separation from service, death, or disability. The Company will implement a mandatory delay in payments following a separation from service, with distributions commencing on the first payroll date of the seventh month following the separation. However, the filing specifies that all accounts under the plan will be paid within 30 days following a change in control. The Committee retains the discretion to terminate the plan or amend it, provided that no amendment deprives a participant of a right or benefit they were entitled to immediately prior to the amendment.
