UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

	Check the appropriate box:
	☐			Preliminary Proxy Statement
	☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☒			Definitive Proxy Statement
	☐			Definitive Additional Materials
	☐			Soliciting Material Pursuant to § 240.14a-12

Inspire Medical Systems, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

				Payment of Filing Fee (Check the appropriate box):
	☒			No fee required.
	☐			Fee paid previously with preliminary materials.
	☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

						INSPIRE MEDICAL SYSTEMS, INC. 5500 WAYZATA BLVD., SUITE 1600 \| GOLDEN VALLEY, MN 55416
						March ~~16, 2022~~19, 2024
						Dear Fellow Stockholders:
						On behalf of the Board of Directors, I cordially invite you to attend the ~~2022~~2024 annual meeting of stockholders (the “Annual Meeting”) of Inspire Medical Systems, Inc., which will be held on Thursday, ~~April 28, 2022,~~May 2, 2024, beginning at 8:00 a.m. ~~Central~~Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.
						~~In accordance with the Securities~~Our Board and ~~Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent stockholders of record at the close of~~management team drove strong business ~~on March 3, 2022 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our Proxy Statement~~expansion and Annual Report, and how to vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.sleep innovation
						~~Attached~~In 2023, our Board of Directors and management oversaw another successful year of outstanding financial and operational performance. Inspire continued to ~~this letter are a Notice of Annual Meeting of Stockholders~~achieve significant top line revenue growth, made advancements in achieving profitability with our first quarter with operating profits, and ~~Proxy Statement, which describe the business~~expanded full-year gross margin in 2023 as compared to ~~be conducted at the meeting.~~2022.
						~~Your vote~~Further, we continued to demonstrate our commitment to enhancing patient lives through sleep innovation by obtaining U.S. Food and Drug Administration (“FDA”) approval to increase our indication labeling to include patients with an Apnea Hypopnea Index up to 100 events per hour, increase the Body Mass Index warning labeling from 32 to 40, and expand our indication to provide therapy to certain pediatric patients with Down syndrome. We also made meaningful progress on the path to obtaining approval of our next generation Inspire system.
						Our talented and experienced Board remains steadfast in its focus on strong corporate governance
						The Board is ~~important~~committed to us~~. Please act~~maintaining strong corporate governance policies and practices, which the Board regularly reviews to help ensure they are aligned with the Board’s and management’s goal of maximizing long-term stockholder value. Consistent with this commitment, in 2023 we updated our Corporate Governance Guidelines to enhance certain aspects of our corporate governance policies. The updates include enhancements intended to encourage greater director continuing education participation and updates to the director election process intended to enhance accountability to stockholders and responsiveness to stockholders’ votes when a director fails to receive a majority of the votes cast for his or her election.
						Additionally, in response to management’s engagement efforts with stockholders in 2023, we are providing in this Proxy Statement more detailed disclosures addressing the Board’s rationale for maintaining our classified board structure, plurality voting standard for director elections, and supermajority voting standards, all of which we believe continue to be in the best interests of Inspire and our stockholders.
						We added medical device industry expertise to our Board and are prepared for Board leadership changes
						We welcomed Myriam J. Curet, M.D. as ~~soon as possible~~an independent director to ~~vote your shares. It is important that your shares be represented~~our Board in December 2023. We are thrilled to have Dr. Curet join us, bringing her extensive business and executive leadership experience in the medical device industry.
						In early 2024, we announced the retirement of Jerry C. Griffin, M.D. and Marilyn Carlson Nelson, effective at the ~~meeting whether or not you plan to attend the annual meeting via the Internet. Please vote electronically over the Internet, by telephone or if, you receive a paper copy~~conclusion of ~~the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during~~ the Annual Meeting. ~~Instructions~~The Board of Directors and management thank Dr. Griffin for his sixteen years of service on ~~how~~our Board, having served

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024

Date

THURSDAY

May 2, 2024

Time

8:00 A.M.

EASTERN TIME

Place

www.virtualshareholdermeeting

.com/INSP2024

INSPIRE MEDICAL SYSTEMS, INC. 5500 WAYZATA BLVD., SUITE 1600 GOLDEN

VALLEY, MN 55416

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Inspire Medical Systems, Inc., a Delaware corporation, will be held on Thursday, May 2, 2024, at 8:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/INSP2024. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information about the Annual Meeting and Voting — How can I attend and vote at the Annual Meeting?”

The Annual Meeting is being held to:

						~~Marilyn Carlson Nelson~~
Votes Required			Board of Directors Recommendation

Proposal 1

~~Chair of the Board~~

~~TABLE OF CONTENTS~~

					~~Inspire Medical Systems, Inc. 5500 Wayzata Blvd., Suite 1600 \| Golden Valley, MN 55416~~
~~NOTICE OF~~ ~~ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 28, 2022~~ ~~Date~~ ~~THURSDAY~~ ~~APRIL 28, 2022~~ ~~Time~~ ~~8:00 A.M.~~ ~~CENTRAL TIME~~ ~~Place~~ ~~www.~~ ~~virtualshareholdermeeting~~ ~~.com/INSP2022~~					~~NOTICE IS HEREBY GIVEN~~ that the Annual Meeting of Stockholders of Inspire Medical Systems, Inc., a Delaware corporation, will be held on Thursday, April 28, 2022, at 8:00 a.m. Central Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting ~~www.virtualshareholdermeeting.com/INSP2022~~. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information about the Annual Meeting and Voting — How can I attend and vote at the Annual Meeting?”
					~~The Annual Meeting is being held:~~
					1.			~~to elect~~Elect Shelley G. Broader, ~~Timothy P. Herbert,~~Myriam J. Curet, M.D., and ~~Shawn T McCormick~~Casey M. Tansey as Class IIII directors to hold office until the Company’s annual meeting of stockholders to be held in ~~2025~~2027 and until their respective successors have been duly elected and ~~qualified;~~
		qualified			2.The three nominees receiving the largest number of affirmative “FOR” votes will be elected as Class III directors			~~to ratify, in a non-binding vote,~~FOR
	Proposal 2			Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for ~~2022;~~2024			Majority of votes cast		FOR
	Proposal 3			Approve, on an advisory (non-binding) basis, of the compensation of our named executive officers			Majority of votes cast		FOR
		3.			~~to approve, on an advisory (non-binding) basis, the compensation of our named executive officers; and~~
			4.			~~to transact~~Transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment ~~thereof.~~
thereof					These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on March 3, 2022 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about March 16, 2022.

These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on March 5, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about March 19, 2024.

YOUR VOTE IS IMPORTANT. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

Bryan K. Phillips

Senior Vice President, General Counsel, and Secretary

March 19, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com.

There are four ways to vote:

		~~Your vote is important~~. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card.
		~~By Order of the Board of Directors~~

by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 1, 2024 (have your Notice and Access Card or proxy card in hand when you visit the website);	by toll-free telephone until 11:59 p.m.
Eastern Time on May 1, 2024, at 1-800- 690-6903 (be sure to have your Notice or proxy card in hand when you call);	by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); or	~~Bryan K. Phillips~~
		~~Senior Vice President, General Counsel,~~by attending and ~~Secretary~~ voting at the virtual ~~Golden Valley, MN~~ Annual Meeting by visiting ~~March 16, 2022~~www.virtualshareholdermeeting.com/
INSP2024, where stockholders may vote and submit questions	(before and during) the	~~Important~~Annual Meeting. Please have your Notice ~~Regarding~~and Access Card or proxy card in hand when you visit the ~~Availability of Proxy Materials for the Stockholder Meeting: This Proxy Statement and our Annual Report are available free of charge at~~ ~~www.proxyvote.com.~~website.

Forward-Looking Statements

This proxy statement (this “Proxy Statement”) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding the plans and expectations under its sustainability initiatives of Inspire Medical System, Inc. (the “Company”). In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “future,” “outlook,” “guidance,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

These forward-looking statements are based on management’s current expectations and involve known and unknown risks and uncertainties that may cause actual future events to differ materially from the forward-looking statements in this Proxy Statement, including but not limited to the factors, risks and uncertainties included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and as such factors may be updated from time to time in the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investors page of the Company’s website at www.inspiresleep.com. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Proxy Statement. Any such forward-looking statements represent management’s estimates as of the date of this Proxy Statement. While the Company may elect to update such forward-looking statements at some point in the future, unless required by applicable law, the Company disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, one should not assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date of this Proxy Statement.

Proxy Summary

The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date

THURSDAY

~~APRIL 28, 2022~~
May 2, 2024

Time

8:00 A.M.

~~CENTRAL~~EASTERN TIME

There are four ways to vote:

• by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on ~~April 27, 2022~~May 1, 2024 (have your Notice or proxy card in hand when you visit the website);

• by toll-free telephone until 11:59 p.m. Eastern Time on ~~April 27, 2022~~May 1, 2024 at 1-800-690-6903 (be sure to have your Notice or proxy card in hand when you call);

• by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); or

• by attending and voting at the virtual Annual Meeting by visiting ~~www.virtualsharehold ermeeting.com/ INSP2022~~www.virtualshareholder

meeting.com/INSP2024, where stockholders may vote and submit questions (before and during) the Annual Meeting. Please have your proxy card or Notice and Access card in hand when you visit the website.

Our Board of Directors Recommendation:

Proposal 1	~~The election of~~Elect Shelley G. Broader, ~~Timothy P. Herbert,~~Myriam J. Curet, M.D., and ~~Shawn T McCormick~~Casey M. Tansey as Class ~~I directors.~~III directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified	The three nominees receiving the largest number of affirmative “FOR” votes will be elected as Class IIII directors	FOR
Proposal 2	~~Ratification of~~Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for ~~2022.~~2024	Majority of votes cast	FOR
Proposal 3	~~Approval,~~Approve, on an advisory (non-binding) basis, of the compensation of our named executive ~~officers.~~officers	Majority of votes cast	FOR

~~Inspire Medical Systems, Inc.~~

~~5500 Wayzata Blvd., Suite 1600~~

~~Golden Valley, MN 55416~~

~~2022 Annual Meeting of Stockholders~~

~~Thursday, April 28, 2022 at 8:00 A.M. Central Time~~

This ~~proxy statement (the “Proxy Statement”)~~Proxy Statement and our annual report for the fiscal year ended December 31, ~~2021~~2023 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of Inspire Medical Systems, Inc. (the “Company,” “Inspire,” “we,” “us,” or “our”), in connection with our ~~2022 annual meeting of stockholders (the “Annual Meeting”).~~Annual Meeting. This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about March ~~16, 2022.~~19, 2024.

In connection with our solicitation of proxies for our ~~2023~~2025 annual meeting of stockholders, we intend to file a proxy statement and WHITE proxy card with the ~~SEC.~~Securities and Exchange Commission (the “SEC”). Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.

~~General Information about the Annual Meeting and Voting~~

~~Questions and Answers~~

~~When and where will the Annual Meeting be held?~~

The Annual Meeting will be held on Thursday, April 28, 2022 at 8:00 a.m. Central Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting ~~www.virtualshareholdermeeting.com/INSP2022~~ and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on March 3, 2022 (the “Record Date”).

~~What are the purposes of the Annual Meeting?~~

~~The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:~~

~~Proposal No. 1:~~ ~~Election of the director nominees listed in this Proxy Statement.~~

About Inspire

Inspire Medical Systems, Inc. is a medical technology company committed to enhancing patient lives through sleep innovation. Inspire’s proprietary Inspire therapy is the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for moderate to severe obstructive sleep apnea.

Since our founding in 2007, we have been steadfast in our commitment to prioritize patient outcomes, act with integrity, and lead with respect. With positive persistence at our core, we are committed to all those we serve.

Inspire is safe with a strong track record of positive clinical outcomes

How does Inspire compare against your previous experience with CPAP?	~~QUESTIONS AND ANSWERS~~91%	Say Inspire is better¹
I would recommend Inspire to a friend or family member.	93%	Agree or strongly agree¹
Given the chance, I would choose to receive Inspire again.	92%	Agree or strongly agree¹
Overall, how satisfied are you with Inspire?	90%	Satisfied or very satisfied¹

~~Proposal No. 2:~~ ~~Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.~~

~~Proposal No. 3:~~ ~~Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.~~

~~Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?~~

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

~~Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?~~

The rules of the Securities and Exchange Commission (the “SEC”) permit us to furnish proxy materials, including this Proxy Statement and the Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”) provides instructions on how to access and review on the Internet all of the proxy materials. The Notice and Access Card also instructs you as to how to authorize, via the Internet, your proxy to vote your shares according to your voting instructions. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials described in the Notice and Access Card.

~~What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials?~~

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Notice and Access Card or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope.

~~Can I vote my shares by filling out and returning the Notice and Access Card?~~

No. The Notice and Access Card identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and Access Card and returning it. If you would like a paper proxy card, you should follow the instructions in the Notice and Access Card. The paper proxy card you receive will also provide instructions as to how to authorize via the Internet or telephone your proxy to vote your shares according to your voting instructions. Alternatively, you can mark the paper proxy card with how you would like your shares voted, sign the proxy card, and return it in the envelope provided.

~~Who is entitled to vote at the Annual Meeting?~~

Holders of record of shares of our common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 27,549,950 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.

1	Bosschieter et al. Similar effect of hypoglossal nerve stimulation for OSA in five disease categories. J Clin Sleep Med. 2022 Jun 1;18(6):1657-166.

Inspire Medical Systems, Inc.

~~2022~~2024 Proxy Statement

~~To attend~~2023 Business Highlights

•	Generated revenue of $624.8 million in FY 2023, a 53% increase over FY 2022	•	FDA approval for Apnea Hypopnea Index indication expansion and increased Body Mass Index labeling
•	Reported first quarter with operating income in Q4 of FY 2023	•	FDA approval for SleepSync^TM programmer
•	FDA approval for certain pediatric patients with Down syndrome	•	Submitted Inspire V neurostimulator application to the FDA
•	Received countrywide reimbursement approval in Belgium	•	Surpassed 60,000 patients treated with Inspire therapy

Sustainability Highlights

We work to improve the economic, social, and ~~participate~~environmental impacts that our business has on the communities in which we operate, as well as our customers, business partners, suppliers, employees, and stockholders. We understand our responsibilities as a corporate citizen and are focused on developing programs and initiatives that are sustainable and have real impact. In December 2023, we published our second annual ESG Report which describes our various sustainability programs and initiatives. A copy of the ESG Report is available in the ~~Annual Meeting, you will need the 16-digit control number included in your Notice and Access Card,~~“Investors” section of our website under “Corporate Governance.” Information on ~~your proxy card~~our website, including our ESG Report, is not part of this or ~~on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank~~any other report we file with, or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 8:00 a.m. Central Time. We encourage you to access the meeting priorfurnish to, the ~~start time. Online check-in will begin at 7:45 a.m. Central Time, and you should allow ample time for the check-in procedures.~~SEC.

ENVIRONMENTAL
We work to operate our business responsibly and reduce our impact on the environment wherever feasible. We recognize the risk that climate change poses to people and our planet. Inspire desires to support a net-zero carbon future and as a first step, we are working toward calculating our greenhouse gas emissions and developing a carbon reduction strategy

SOCIAL			GOVERNANCE
We pride ourselves on our innovative and collaborative work environment, which we believe has driven our success and which we seek to uphold through an inclusive workforce, generous compensation and benefits, open communication, a focus on employee health, wellbeing and engagement, and robust training and development programs.			We strive to maintain strong governance practices and high standards of ethics, compliance, and accountability designed to provide long-term value creation opportunities. Our governance practices include regular consideration and assessment of our governance structure, board and committee function, and board and management succession. We maintain a strong and diverse Board collectively possessing a range of qualifications, skills, and experiences that align with our long-term strategy and business needs.

~~What is the difference between being a “record holder” and holding shares in “street name”?~~

A record holder (also called a “registered holder”) has an Inspire stock certificate or holds their Inspire shares in an account with our transfer agent, American Stock Transfer & Trust Company, LLC. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

~~What do I do if my shares are held in “street name”?~~

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice and Access Card or the proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

~~How many shares must be present to hold the Annual Meeting?~~

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of the Company’s capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, or represented by proxy constitutes a quorum. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.

~~Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.~~

~~What are “broker non-votes”?~~

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

Under current New York Stock Exchange (“NYSE”) interpretations that govern broker non-votes, Proposal Nos. 1 and 3 are considered non-discretionary matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 2 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

~~What if a quorum is not present at the Annual Meeting?~~

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the Chair of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present electronically or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

~~How do I vote my shares without attending the Annual Meeting?~~

~~We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote electronically. If you are a stockholder of record, there are three ways to vote by proxy:~~

~~by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;~~

•	~~by Internet—You can vote over the Internet at~~ ~~www.proxyvote.com~~ ~~by following the instructions on the Internet Notice or proxy card; or~~

~~by Mail—You can vote by mail by signing, dating, and mailing the proxy card, which you may have received by mail.~~

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on April 27, 2022. If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

~~How can I attend and vote at the Annual Meeting?~~

~~We will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at~~ ~~www.virtualshareholdermeeting.com/INSP2022~~. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

•	~~Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at~~ ~~www.virtualshareholdermeeting.com/INSP2022~~.

•	~~Assistance with questions regarding how to attend and participate via the Internet will be provided at~~ ~~www.virtualshareholdermeeting.com/INSP2022~~ ~~on the day of the Annual Meeting.~~

~~Webcast starts at 8:00 a.m. Central Time, and online check-in begins at 7:45 a.m. Central Time.~~

~~You will need your 16-Digit Control Number to enter the Annual Meeting.~~

~~Stockholders may submit questions while attending the Annual Meeting via the Internet.~~

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

~~What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?~~

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

~~Will I be able to ask questions at the Annual Meeting?~~

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted during the meeting and that relate to the matters to be voted on. We intend to reserve up to fifteen minutes before the closing of the polls to address questions submitted. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How can I attend and vote at the Annual Meeting?” will be able to submit questions during the Annual Meeting. Additionally, our Annual Meeting will follow “Rules of Conduct,” which will be available on our Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”). Under these Rules of Conduct, a stockholder may ask up to two questions, and we will not address questions that are, among other things:

~~irrelevant to the business of the Company or to the business of the Annual Meeting;~~

~~related to material non-public information of the Company;~~

~~related to personal grievances;~~

~~derogatory references to individuals or that are otherwise in bad taste;~~

~~repetitious statements already made by another stockholder;~~

~~in furtherance of the stockholder’s personal or business interests; or~~

~~out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Corporate Secretary in their reasonable judgment.~~

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How can I attend and vote at the Annual Meeting?”.

~~How does the Board recommend that I vote?~~

~~The Board recommends that you vote:~~

~~FOR the nominees to the Board set forth in this Proxy Statement.~~

~~FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.~~

~~FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.~~

~~How many votes are required to approve each proposal?~~

~~The table below summarizes the proposals that will be voted on, the vote required to approve each item, and how votes are counted:~~

~~Proposal No. 1:~~

~~Election of~~

~~Directors~~

~~The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative FOR votes will be elected as Class I directors.~~

~~“FOR ALL” “WITHHOLD ALL” “FOR ALL EXCEPT”~~

~~None~~⁽¹⁾

No⁽³⁾

~~Proposal No. 2:~~

~~Ratification of~~

~~Appointment of~~

~~Independent~~

~~Registered Public~~

~~Accounting Firm~~

~~The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.~~

~~“FOR”~~

~~“AGAINST” “ABSTAIN”~~

~~None~~⁽²⁾

~~Yes~~⁽⁴⁾

~~Proposal No. 3:~~

~~Approval, on an~~

~~advisory (non-~~

~~binding) basis, of~~

~~the compensation~~

~~of our named~~

~~executive officers~~

~~“FOR”~~

~~“AGAINST” “ABSTAIN”~~

~~None~~⁽²⁾

No⁽³⁾

~~(1)~~

~~Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.~~

~~(2)~~

~~A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.~~

~~(3)~~

~~As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.~~

~~(4)~~

~~As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.~~

~~What if I do not specify how my shares are to be voted?~~

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

~~Who will count the votes?~~

~~Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and a representative of Broadridge will act as inspector of election.~~

~~Can I revoke or change my vote after I submit my proxy?~~

~~Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:~~

~~sending a written statement to that effect to the attention of our Secretary at our corporate offices, provided such statement is received no later than April 27, 2022;~~

~~voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern time, on April 27, 2022;~~

~~submitting a properly signed proxy card with a later date that is received no later than April 27, 2022; or~~

~~attending the Annual Meeting, revoking your proxy and voting again.~~

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote at the Annual Meeting.

~~Who will pay for the cost of this proxy solicitation?~~

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

~~Why hold a virtual meeting?~~

We are excited to continue using the latest technology to provide expanded access, improved communication, and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Furthermore, as part of our effort to maintain a safe and healthy environment for our directors, members of management, and stockholders who wish to attend the Annual Meeting, in light of the COVID-19 pandemic, we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

PROPOSAL NO. 1

Election of Directors

Board Size, Structure, and ~~Structure~~Election Process

Our certificate of incorporation as currently in effect (“Certificate of Incorporation”) provides that the number of directors shall be established from time to time by our Board of Directors. Our Board of Directors has fixed the number of directors at nine, effective immediately following the Annual Meeting on May 2, 2024, and after the Annual Meeting we ~~currently~~will have nine directors serving on the ~~Board.~~Board (see “Current Directors and Terms” below).

Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II, and Class III. Each class must consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board,III, serving staggered three-year terms, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation, or removal. ~~Generally, vacancies or newly created directorships on~~At each annual meeting of stockholders, the Board ~~will~~proposes a slate of nominees to the stockholders for election of directors in the class whose term is expiring. Between annual meetings, the Board may elect directors to fill vacancies with new directors allocated among classes and each class should consist, as nearly as may be ~~filled only by vote~~possible, of one-third of the total number of directors. As described further below, the Board believes that the current classified structure is appropriate for the Company at this stage and time.

Effective February 1, 2024, the Board updated the Corporate Governance Guidelines to provide that in an uncontested election of directors, any nominee for director who does not receive a majority of the directors then in office and will not be filled by the stockholders, unless the Board determines by resolution that any such vacancy or newly created directorship will be filled by the stockholders. A director appointed by the Board to fill a vacancy will hold office until the next election of the classvotes cast for ~~which such director was chosen, subject to the election and qualification of~~ his or her ~~successor~~election shall offer to resign from the Board. The Nominating and Corporate Governance Committee shall promptly consider the resignation offer and recommend to the full Board whether to accept it.

The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following the certification of the stockholder vote by the inspector of elections, and will disclose its decision and the reasons for rejecting the offer, if applicable, in a current report on Form 8-K. Any director who tenders his or her ~~earlier death,~~offer to resign from the Board pursuant to the Corporate Governance Guidelines may not participate in the Nominating and Corporate Governance Committee or Board deliberations regarding whether to accept the offer of resignation.

The Board believes that this process enhances accountability to stockholders and responsiveness to stockholders’ votes, while allowing the Board appropriate discretion in considering whether a particular director’s resignation ~~or removal.~~would be in the best interests of the Company and its stockholders.

Current Directors and Terms

~~Our current~~As of the date of this Proxy Statement, the Class I directors with a term ending at the 2025 annual meeting of stockholders are Shelley G. Broader, Timothy P. Herbert and Shawn T McCormick; the Class II directors with a term ending at the 2026 annual meeting of stockholders are Cynthia B. Burks, Gary L. Ellis, Georgia Garinois-Melenikiotou, and Dana G. Mead, Jr.; and the Class III directors with a term ending at the Annual Meeting are Myriam J. Curet, M.D., Jerry C. Griffin, M.D., Marilyn Carlson Nelson and Casey M. Tansey. Dr. Jerry C. Griffin and Ms. Marilyn Carlson Nelson, both Class III directors, are not seeking re-election, and their Board service will end at the Annual Meeting. Additionally, Charisse Y. Sparks, M.D., was appointed as the Company’s Chief Medical Officer, effective July 27, 2023. In connection with this appointment, Dr. Sparks resigned from the Board of Directors effective upon the commencement of her employment with the Company.

On December 28, 2023, the Board of Directors appointed Dr. Myriam J. Curet as a new independent director to the Board, and to serve on the Board’s Nominating and Corporate Governance Committee. Dr. Curet is serving as a Class III director and is standing for election at this Annual Meeting. Dr. Curet was initially identified as a potential candidate for our Board by an independent search firm that assisted the Nominating and Corporate Governance Committee in identifying and evaluating potential candidates. Dr. Curet brings extensive business and executive leadership experience in the medical device industry to our Board, including significant experience in developing and commercializing scalable solutions for minimally invasive surgery.

As a result of Dr. Griffin’s and Ms. Carlson’s retirement:

On March 14, 2024, Ms. Shelley G. Broader resigned as a Class I director and was elected by the Board as a Class III director, in each case effective immediately prior to the Annual Meeting. The Board has nominated Ms. Broader for re-election as a Class III director at the Annual Meeting. If re-elected, Ms. Broader will serve as a Class III director with a term to expire at the 2027 annual meeting.

On March 14, 2024, Ms. Cynthia B. Burks resigned as a Class II director and was elected by the Board as a Class I director, in each case effective immediately prior to the Annual Meeting, to serve with a term to expire at the 2025 annual meeting.

The foregoing changes were effected solely to rebalance the Board’s classes and, for all other purposes, including committee service and compensation, Ms. Broader’s and Ms. Burks’s service on the Board is deemed to have continued uninterrupted.

If elected, our directors and their respective classes ~~and terms are set forth below.~~following the Annual Meeting will be as follows:

Class III Directors		Class I ~~Director –~~ ~~Current Term Ending at~~ ~~this Annual Meeting~~Directors		Class II ~~Director –~~ Directors ~~Current Term Ending at~~ ~~2023 Annual Meeting~~		~~Class III Director –~~ ~~Current Term Ending at~~ ~~2024 Annual Meeting~~
	Shelley G. Broader		~~Gary L. Ellis~~Cynthia B. Burks		~~Marilyn Carlson Nelson~~Gary L. Ellis
Myriam J. Curet, M.D.
	Timothy P. Herbert		Georgia Garinois-Melenikiotou
~~Jerry C. Griffin, M.D.~~Casey M. Tansey
	Shawn T McCormick		Dana G. Mead, Jr.		~~Casey M. Tansey~~

Nominees for Director

Ms. Broader, ~~Mr. Herbert,~~Dr. Curet, and Mr. ~~McCormick~~Tansey have been nominated by the Board to stand for ~~election. As the directors assigned to Class I, Ms. Broader, Mr. Herbert, and Mr. McCormick's current terms of service will expire~~election at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Ms. Broader, ~~Mr. Herbert,~~Dr. Curet, and Mr. ~~McCormick~~Tansey will each serve for a term expiring at the annual meeting to be held in ~~2025~~2027 (the ~~“2025~~“2027 Annual Meeting”) and until the election and qualification of her or his successor, or until her or his earlier death, resignation or removal.

Each person nominated for election has agreed to serve if elected, and management ~~has~~and the Board have no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this

nominee will be voted for a substitute nominee selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. ~~The Board has no reason to believe that any of the nominees will be unable to serve.~~

RECOMMENDATION OF THE BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF Shelley G. Broader, Myriam J. Curet, and Casey M. Tansey AS CLASS III DIRECTORS to hold office until the 2027 Annual Meeting and until their respective successors have been duly elected and qualified.

Information About Board Nominees and Continuing Directors

The following pages contain certain biographical information as of March ~~3, 2022~~19, 2024 for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions she or he holds, her or his principal occupation and business experience for the past five years, and the names of other ~~publicly-held~~publicly held companies of which the director or nominee currently serves as a director or has served as a director during the past five years.

We believe that all of our directors and nominees have or display: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our ~~board of directors~~Board and its committees; skills and personality that complement those of our other directors and that helps build a board of directors that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below ~~regarding~~in the matrix and included in detail provided for each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our ~~board of directors~~Board to the conclusion that such individual should serve as a director in light of our business and structure.

Consumer Marketing / Brand Mgmt.

•

Financial / Capital Markets

•

Industry and Technology

•

International / Global

•

Legal / Compliance

•

Mfg. / Operations / Supply Chain

•

Medical Professional

•

Talent / Human Capital Mgmt.

•

Public Company CEO

•


Consumer Marketing / Brand Mgmt. includes direct-to-consumer, brand management, and segment marketing	Financial / Capital Markets includes expertise relating to finance and capital formation strategies, familiarity with complex financial and accounting concepts, and deep understanding of financial statements	Industry and Technology includes development of medical devices, digital, and other emerging technologies, particularly those impactful to medical device development
International / Global includes knowledge of local markets outside the U.S. and insights regarding global business and cultural perspectives	Legal / Compliance includes knowledge of quality and other regulatory requirements relevant to medical device companies	Mfg. / Operations / Supply Chain includes responsibility for oversight of the manufacturing process and management of suppliers
Medical Professional includes time as a practicing physician and experience as an active member of a medical community	Talent / Human Capital Mgmt. includes expertise with talent strategies, organization health and culture, compensation programs, and organizational design	Public Company CEO includes an understanding of the complexities inherent in running a public company that helps the Board independently oversee management

CLASS III DIRECTOR NOMINEES FOR ELECTION TO THREE-YEAR TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

Shelley G. Broader Age: 59 Independent director since: 2020 Committee(s): • Organization and Compensation, Chair			Experience: • Chief Executive Officer and President, Chico’s FAS, Inc., a fashion retailer (2015 – 2019) • Walmart Inc., a multinational retail company (2009 – 2015): ▪ President and Chief Executive Officer, Walmart Europe, Middle East and Sub-Saharan Africa region (2014 – 2015); ▪ President and Chief Executive Officer, Walmart Canada Corp. (2011 – 2014); ▪ Chief Merchandising Officer, Walmart Canada Corp. (2010 – 2011); ▪ Senior Vice President, Sam’s Club, a division of Walmart (2009 – 2010)
			Qualifications: • International / Global experience gained through leadership of multinational brands helps Ms. Broader bring value to our Board in guiding our global strategy. • Consumer Marketing / Brand Management expertise acquired through her career in retail enables her to contribute extensive insights regarding consumer perspectives. • Public Company CEO experience gained through her service as CEO and President of Chico’s enables her to share strategies and perspectives that are relevant to the Board’s oversight responsibilities.
			Other Public Boards: • Loblaw Companies Limited (since 2022) • Dutch Bros Inc. (since 2021) • Chico’s FAS, Inc. (2015 – 2019) • Raymond James Financial, Inc. (2008 – 2020)
			Other Organizations: • Director, IFCO Systems (since 2021)
			Education: • B.A., Washington State University

Myriam J. Curet, M.D. Age: 67 Independent director since: 2023 Committee(s): • Nominating and Corporate Governance			Experience: • Intuitive Surgical, a global technology leader in minimally invasive care and the pioneer of robotic-assisted surgery: ▪ Executive Vice President and Chief Medical Officer (since 2017); ▪ Senior Vice President and Chief Medical Officer (2014 – 2017); ▪ Chief Medical Advisor (2005 – 2014) • Stanford University: Clinical Professor of Surgery (since 2015); ▪ Professor (2000 – 2015) • Associate Professor of Surgery, University of New Mexico (1994 – 2000) • Held various positions, Indian Health Service, an agency within the Department of Health and Human Services • Medical Deputy Director, Gallup Indian Medical Center in New Mexico
			Qualifications: • Medical Professional experience developed through three decades working in healthcare and academia allows Dr. Curet to provide valuable insights into how to educate and work with medical professionals. • Industry and Technology experience gained through her service on the boards of medical device and biopharma companies and her various senior-level roles at Intuitive Surgical has resulted in a deep knowledge of our industry and technology. • Legal / Compliance expertise acquired through her leadership at Intuitive Surgical, including overseeing the development of clinical evidence, physician education, and reimbursement and regulatory activities, is a core competency for Board oversight of the Company.
			Other Public Boards: • Stereotaxis (since 2021) • Nektar Therapeutics (since 2019)
			Education: • B.A., Bryn Mawr College • M.D., Harvard Medical School • Residency, University of Chicago • Fellowship, surgical endoscopy, University of New Mexico

Casey M. Tansey Age: 66 Independent Director since: 2008 Committee(s): • Organization and Compensation			Experience: • U.S. Venture Partners, a venture capital investment firm: ▪ Managing Partner (since 2014); ▪ Managing Member (2005 – 2014)
			Qualifications: • Industry and Technology expertise gained through more than three decades in the medical device industry holding roles at companies such as Epicor Medical, Heartport, Inc., a public company that helped pioneer minimally-invasive cardiac surgery, and Baxter Edward enables Mr. Tansey to bring valuable industry knowledge to our Board. Additionally, his years of experience supporting early-stage medical device companies, including at Epicor Medical, Baxter Edward, and now at U.S. Venture Partners, where his focuses include the development of minimally invasive technologies, helps him contribute deep knowledge of technologies critical to our business. • Public Company CEO experience gained through his service as CEO of Heartport enables him to share perspectives that are relevant to the Board’s oversight responsibilities. • Financial / Capital Markets expertise acquired through extensive experience at his current firm investing in the medical device, biotechnology and healthcare information technology sectors enable him to offer invaluable insights and perspectives regarding financial and capital markets.
			Other Public Boards: • Intersect ENT, Inc. (2006 – 2017)
			Education: • B.S. and M.B.A., College of Notre Dame

~~Class~~CLASS I ~~Director Nominees for Election to Three-Year Terms Expiring at the~~DIRECTORS WHOSE TERM EXPIRE AT THE 2025 ~~Annual Meeting of Stockholders~~ANNUAL MEETING OF STOCKHOLDERS

~~Class I Directors~~ Cynthia B. Burks Age: 58 Independent Director since: 2022 Committee(s): • Organization and Compensation		~~Age~~Experience: • Genentech, Inc., a biotechnology company that is a member of the Roche: ▪ Group Senior Vice President and Chief People and Culture Officer (2019 – 2021); ▪ Vice President, Head of Human Resources, Genentech Research and Early Development (2015 – 2019); ▪ held various human resource management roles (2011 – 2015) • Held human resource and organizational development positions in industries including media, consumer goods and technology (1999 – 2011)
	Qualifications: • Talent Management / Human Capital Strategy expertise gained through her significant career in human resources, enable Ms. Burks to help advise the Company on its human capital strategy in areas critical to our business, including talent management, succession planning, compensation strategy, designing culture to increase competitive advantage, diversity, equity and inclusion, and organizational design. • International / Global experience gained in service in various senior-level leadership roles with global responsibility at Genentech enables Ms. Burks bring value to our Board in guiding our global strategy. • Legal / Compliance expertise acquired through her education as an attorney and service in various senior-level human resources roles at Genentech where she was responsible for successfully executing strategies and other initiatives subject to complex rules and regulatory requirements, enables her to share perspectives that are relevant to the Board’s oversight responsibilities.
	~~Served as Director Since~~Education: • B.S., Finance, Marquette University • M.B.A., Thunderbird School of Global Management at Arizona State University • J.D., University of San Francisco School of Law
	~~Current Positions with Inspire~~Other Public Boards:	• WD-40 Company (since 2022)
~~Shelley G. Broader~~		57	~~October 2020~~	~~Director~~
~~Timothy P. Herbert~~		59	~~November 2007~~	~~Chief Executive Officer, President,~~Private Boards and Other Organizations • Director, Sellars Absorbent Materials Company, a privately owned manufacturer of
~~Shawn T McCormick~~recycled paper products (since 2022)		57 • Director, Torch, a start-up company offering integrated coaching, mentoring, and	~~January 2017~~learning software (since 2022)	~~Director~~ • Board member, Juma Ventures, a non-profit social enterprise that operates businesses with the purpose of employing young people (since 2021)

~~Shelley G. Broader~~ has served as a member of our Board since October 2020. Ms. Broader served as Chief Executive Officer and President of Chico’s FAS, Inc., a fashion retailer, from December 2015 to April 2019. Prior to this, Ms. Broader served at Walmart Inc., a multinational retail company, from 2009 to 2015 in various executive roles, including as President and Chief Executive Officer of the Walmart Europe, Middle East and Sub-Saharan Africa region from 2014 to 2015, President and Chief Executive Officer of Walmart Canada Corp. from 2011 to 2014, Chief Merchandising Officer of Walmart Canada Corp. from 2010 to 2011 and Senior Vice President for Sam’s Club (a division of Walmart) from 2009 to 2010. Since September 2021, Ms. Broader has served on the board of directors of Dutch Bros Inc., a drive-through coffee chain, and is a director nominee for Chobani Inc., a food company specializing in dairy products, and will serve as a director upon the completion of that company’s initial public offering. Ms. Broader previously served on the board of directors of Chico’s FAS, Inc. from 2015 to April 2019 and Raymond James Financial, Inc. from 2008 to February 2020. Ms. Broader is a member of the board of directors of the Moffitt Cancer Center’s National Board of Advisors. Ms. Broader holds a B.A. from Washington State University. We believe Ms. Broader’s significant C-suite leadership experience at a multitude of leading multinational brands enable her to make valuable contributions to our Board.

~~Timothy P. Herbert,~~ our founder, has served as our Chief Executive Officer and President and as a member of our Board since November 2007. Prior to joining us, Mr. Herbert spent 11 years at Medtronic plc, a medical equipment development company, where he held management positions in product development, clinical research, sales, marketing, and healthcare reimbursement. Mr. Herbert holds a B.S. in electrical engineering from North Dakota State University and an M.B.A. from the University of St. Thomas. We believe Mr. Herbert's experience in the industry, his role as our Chief Executive Officer and President and his knowledge of the Company enable him to make valuable contributions to our Board.

~~Shawn T McCormick~~ has served as a member of our Board since January 2017. Mr. McCormick served as Chief Financial Officer of Aldevron, LLC, a technology company specializing in the manufacture of plasmid DNA, mRNA and proteins, from November 2020 to February 2021. Aldevron was acquired by Danaher Corporation in August 2021. Previously, Mr. McCormick served as Chief Financial Officer of Tornier N.V., a global orthopedic company, from 2012 until 2015 when Tornier merged with Wright Medical Group, Inc. Before Tornier, Mr. McCormick served as Chief Operating Officer of Lutonix, Inc., a medical device company, from 2011 to 2012, and as Chief Financial Officer and Senior Vice President of ev3 Inc., a global endovascular company, from 2009 to 2010, when ev3 was acquired by Covidien plc. From 1992 to 2009, Mr. McCormick held various positions at Medtronic plc, including as its Vice President, Corporate Development, where he was responsible for leading Medtronic's worldwide business development activities, and Vice President of Finance for the Spinal, Biologics and Navigation business. In addition to serving on our Board, Mr. McCormick has served on the board of directors of Nevro Corp. since 2014. Mr. McCormick also served on the board of directors of Entellus Medical, Inc. from 2014 to February 2018, and Surmodics, Inc. from 2015 to December 2020. Mr. McCormick holds a B.S. in Accounting from Arizona State University and an M.B.A. from the University of Minnesota's Carlson School of Management and is a Certified Public Accountant (inactive). We believe Mr. McCormick's financial expertise and extensive experience in the medical device industry enable him to make valuable contributions to our Board.

~~Class II Directors Whose Terms Expire at the 2023 Annual Meeting of Stockholders~~

~~Class II Directors~~ Timothy P. Herbert President & Chief Executive Officer Chair of the Board following Annual Meeting Age: 61 Director since: 2007		~~Age~~Experience: • President and Chief Executive Officer, Inspire Medical Systems, Inc. (since 2007 when he founded the Company) • Held management positions in product development, clinical research, sales, marketing, and healthcare reimbursement at Medtronic plc, a medical equipment development company (1996 – 2007)
	Qualifications: • Industry and Technology experience gained through an extensive career in the healthcare and medical device industry, including founding Inspire, enable Mr. Herbert to bring deep knowledge of our business, products and industry to the Board. Additionally, his experience obtained through his time at Medtronic and Inspire, where he was instrumental to successfully developing the technology at the Company’s foundation, strengthen his ongoing Board contributions. • Financial / Capital Markets experience and expertise gained leading capital formation strategies and initiatives, including equity financing and stock offerings, enable Mr. Herbert to offer invaluable insights and perspectives regarding financial and capital markets. • Public Company CEO experience gained through his long tenure leading Inspire make him well suited to help our Board with governance and set strategy.
	~~Served as Director Since~~Education:		~~Current Positions with Inspire~~ • B.S., Electrical Engineering, North Dakota State University
~~Gary L. Ellis~~ • M.B.A., University of St. Thomas		65		~~July 2019~~	~~Director~~
~~Georgia Garinois-Melenikiotou~~		62		~~July 2020~~	~~Director~~
~~Dana G. Mead, Jr.~~		62		~~January 2008~~	~~Director~~

~~Gary L. Ellis~~ has served as a member of our Board since July 2019. Mr. Ellis was formerly with Medtronic plc and its subsidiary, Medtronic, Inc., a global medical technology company, until his retirement in December 2016. While at Medtronic, he served in various executive capacities, including: Executive Vice President, Global Operations, Information Technology and Facilities & Real Estate of Medtronic plc from June 2016 to December 2016; Executive Vice President and Chief Financial Officer of Medtronic, Inc. from 2014 to 2016; Senior Vice President and Chief Financial Officer of Medtronic, Inc. from 2005 to 2014; and Vice President, Corporate Controller and Treasurer of Medtronic, Inc. from 1999 to 2005. Mr. Ellis currently serves on the board of directors of The Toro Company, a manufacturer of outdoor maintenance equipment, and previously served on the boards of directors of Hill-Rom Holdings, Inc., a medical equipment manufacturing company from 2017 to December 2021, and Itamar Medical Ltd., a maker of home medical equipment for sleep apnea from 2007 to 2017. Mr. Ellis holds a B.S. in Accounting from the University of South Dakota and is a Certified Public Accountant (inactive). We believe Mr. Ellis’ financial expertise and extensive experience in the medical device industry enable him to make valuable contributions to our Board.

~~Georgia Garinois-Melenikiotou~~ has served as a member of our Board since July 2020. Ms. Garinois-Melenikiotou was formerly Executive Vice President, Corporate Marketing at The Estée Lauder Companies (“ELC”), a global beauty products company, from 2015 through July 2020 and ELC’s Senior Vice President, Corporate Marketing from 2010 through 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., a Spanish pharmaceutical company, since 2015, Pulmonx Corporation, a medical technology company, since September 2020, and Natura & Co, a personal care cosmetics company, since May 2021. 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 at M.I.T. We believe Ms. Garinois-Melenikiotou’s expertise in global consumer marketing, as well as broad corporate management experience through various senior level roles at multinational companies, enable her to make valuable contributions to our Board.

~~Dana G. Mead, Jr.~~ has served as a member of our Board since July 2008. Mr. Mead served from May 2019 to February 2021 as the Chief Executive Officer and President of HeartFlow, Inc., a digital health company transforming how heart disease is diagnosed and treated. From 2016 to May 2019, Mr. Mead served as the Chief Executive Officer and President of Beaver-Visitec International, Inc., a surgical device developer and manufacturer. From 2005 to 2016, Mr. Mead served as a Partner at Kleiner Perkins Caufield & Byers, a venture capital investment firm. In addition to serving on our Board of Directors, Mr. Mead has served on the board of directors of Intersect ENT, Inc., a medical technology company, since June 2015, Inari Medical Inc., a commercial-stage medical device company since October 2021, and Pulmonx Corporation, a medical technology company since November 2020. Mr. Mead holds a B.A. from Lafayette College and an M.B.A. from the University of Southern California. We believe Mr. Mead’s extensive directorship experience and his broad experience in the healthcare industry enable him to make valuable contributions to our Board.

~~Class III Directors Whose Terms Expire at the 2024 Annual Meeting of Stockholders~~

~~Class III Directors~~ Shawn T McCormick Age: 59 Independent Director since: 2017 Committee(s): • Audit, Chair		~~Age~~Experience: • Chief Financial Officer, Aldevron, LLC, a technology company specializing in the manufacture of plasmid DNA, mRNA and proteins (2020 – 2022, several months after Aldevron was acquired by Danaher Corporation) • Chief Financial Officer, Tornier N.V., a global orthopedic company (2012 - 2015 when Tornier merged with Wright Medical Group, Inc.) • Chief Operating Officer, Lutonix, Inc., a medical device company (2011 – 2012) • Chief Financial Officer and Senior Vice President, ev3 Inc., a global endovascular company (2009 - 2010 when ev3 was acquired by Covidien plc) • Held various positions at Medtronic plc, including as its Vice President, Corporate Development, where he was responsible for leading Medtronic's worldwide business development activities, and Vice President of Finance for the Spinal, Biologics and Navigation business (1992 - 2009)
	Qualifications: • Financial / Capital Markets expertise developed through his experience in finance leadership roles, including service as CFO for several public companies, helps Mr. McCormick bring valuable knowledge of financial oversight and reporting to our Board. • Ιndustry and Technology experience gained through more than three decades working in the healthcare and medical device industries adds valuable industry perspective to our Board. Additionally, gained through his significant career in the medical sector and with medical device companies have given him a deep understanding of technologies in our industry that are core to the Company’s business and strategy. • Mfg. / Operations / Supply Chain experience gained as COO of Lutonix, enable Mr. McCormick to offer invaluable insights and perspectives regarding the Company’s manufacturing, operations and supply chain strategies and related initiatives.
	~~Served as Director Since~~Education: • B.S., Accounting, Arizona State University • M.B.A., University of Minnesota's Carlson School of Management • Certified Public Accountant (inactive)
	~~Current Positions with Inspire~~Other Public Boards:
~~Marilyn Carlson Nelson~~ • Nevro Corp. (since 2014)	~~��~~	82 • Entellus Medical, Inc. (2014 – 2018)	~~November 2016~~ • Surmodics, Inc. (2015 – 2020)	~~Chair of the Board~~
~~Jerry C. Griffin, M.D.~~		77	~~January 2008~~	~~Director~~
~~Casey M. Tansey~~		64	~~January 2008~~	~~Director~~

~~Marilyn Carlson Nelson~~ has served as a member of our Board and as its Chair since November 2016. Ms. Nelson served as Co-Chair of the board of directors and Co-Chief Executive Officer of Carlson Holdings, Inc., an international holdings company, from 1999 until her retirement in June 2020. Ms. Nelson previously served as a member of the board of directors of Carlson, Inc., a hospitality and travel company, from 1989 to 2015, and as its Chief Executive Officer from 1998 to 2008. Ms. Nelson also served on the board of directors of ExxonMobil from 1991 to 2012. Ms. Nelson holds a B.A. in international economics from Smith College and honorary doctorates from Smith College, the University of Minnesota, Johnson & Wales University, Gustavus Adolphus College, and the College of St. Catherine. We believe Ms. Nelson’s extensive public and private board experience and her knowledge of the Company as one of our early investors enable her to make valuable contributions to our Board.

~~Jerry C. Griffin, M.D.~~ has served as a member of our Board since January 2008. Since 2006, Dr. Griffin has served as President of Griffin & Schwartz, Scientific Services, Inc., a management consulting firm in the healthcare products industry. From 2000 to 2006, Dr. Griffin served as President, Chief Executive Officer and a Director of POINT Biomedical Corp., a developer of pharmaceutical products for use with ultrasound imaging. Dr. Griffin has also been a professor or assistant professor in the Department of Medicine, Division of Cardiology at various teaching institutions. Dr. Griffin holds a B.S. from the University of Southern Mississippi and a M.D. from the University of Mississippi. We believe Dr. Griffin's public and private board experience and his extensive experience in the healthcare products industry enable him to make valuable contributions to our Board.

~~Casey M. Tansey~~ has served as a member of our Board since January 2008. Since 2014, Mr. Tansey has served as a Managing Partner of U.S. Venture Partners (“USVP”), a venture capital investment firm, and, from 2005 to 2014, as a Managing Member of USVP. Mr. Tansey previously served on the board of directors of Intersect ENT, Inc. from 2006 to 2017 and Reshape Medical, Inc. from 2008 to 2017. Mr. Tansey holds a B.S. and M.B.A. from the College of Notre Dame. We believe Mr. Casey’s extensive experience in the medical device industry enables him to make valuable contributions to our Board.

~~Board Recommendation~~

~~The Board of Directors unanimously recommends a vote~~ ~~FOR~~ the election of Shelley G. Broader, Timothy P. Herbert, and Shawn T McCormick as Class I directors to hold office until the Company’s annual meeting of stockholders to be held in 2025 and until their respective successors have been duly elected and qualified.

~~PROPOSAL NO. 2~~CLASS II DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

~~Ratification of Appointment of Independent Registered Public Accounting Firm~~

~~Appointment of Independent Registered Public Accounting Firm~~

The audit committee appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance, and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge, and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. Ernst & Young LLP has served as our independent registered public accounting firm since 2015. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2022.

Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and it is a good corporate governance practice. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

~~Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.~~

Gary L. Ellis Age: 67 Lead Independent Director following Annual Meeting Independent Director since: 2019 Committee(s): • Nominating and Corporate Governance, Chair			Experience: • Medtronic plc and its subsidiary, Medtronic, Inc., a global medical technology company: ▪ Executive Vice President, Global Operations, Information Technology and Facilities & Real Estate (June 2016 - December 2016); ▪ Executive Vice President and Chief Financial Officer, Medtronic, Inc. (2014 – 2016); ▪ Senior Vice President and Chief Financial Officer, Medtronic, Inc. (2005 – 2014); ▪ Vice President, Corporate Controller and Treasurer, Medtronic, Inc. (1999 – 2005)
			Qualifications: • Financial / Capital Markets expertise acquired through an extensive career in accounting and finance, including as CFO of Medtronic for more than 10 years and before that as a Senior Audit Manager for PwC, helps Mr. Ellis bring valuable knowledge of financial oversight and reporting to our Board. • Industry and Technology experience gained during his almost two decades at Medtronic helps him bring deep knowledge of our Industry to the Board. • International / Global experience developed during his tenure at Medtronic, including his service as EVP, Global Operations, allow him to bring a global operations perspective to our Board.
			Other Public Boards: • The Toro Company (since 2006) • Hill-Rom Holdings, Inc. (2017 – 2021) • Itamar Medical Ltd. (2007 – 2017)
			Education: • B.S., Accounting, University of South Dakota • Certified Public Accountant (inactive)

Inspire Medical Systems, Inc.

~~2022~~2024 Proxy Statement

~~Audit, Audit-Related, Tax, and All Other Fees~~

The table below sets forth the aggregate fees billed to Inspire for services related to the fiscal years ended December 31, 2021 and 2020, respectively, by Ernst & Young LLP, our independent registered public accounting firm.

Year Ended December 31,

2021

2020

Audit Fees⁽¹⁾

$400,000

$473,528

Audit-Related Fees⁽²⁾

20,000

25,800

Tax Fees⁽³⁾

119,496

116,393

All Other Fees⁽⁴⁾

2,545

3,325

Total

542,041

619,046

~~(1)~~ Georgia Garinois- Melenikiotou Age: 64 Independent Director since: 2020 Committee(s): • Audit	~~Audit Fees for both years presented consist~~		Experience: • The Estée Lauder Companies (“ELC”), a global beauty products company: ▪ Executive Vice President, Corporate Marketing (2015 – 2020); ▪ Senior Vice President, Corporate Marketing (2010 – 2014) • Had a 27-year career including several senior leadership positions at Johnson & Johnson, a global manufacturer of ~~fees billed for professional services by Ernst & Young LLP for~~medical devices, pharmaceutical products, and consumer packaged goods (1983 – 2010), including serving as President, J&J Consumer France, President, Global Business Unit Strategy and New Growth, and Global President, Beauty
			Qualifications: • International / Global experience gained through Ms. Garinois-Melenikiotou’s leadership roles at multinational companies, including roles in Belgium, France, Greece, Italy, Switzerland, and the ~~audit~~United Kingdom, allow her to add a global business perspective to our Board. • Consumer Marketing expertise developed while serving in senior roles overseeing marketing initiatives at Estée Lauder, help her bring to the Board extensive knowledge of ~~our annual financial statements, related services that are normally provided~~consumer perspectives and trends. • Financial / Capital Markets experience gained establishing and executing corporate finance strategies in ~~connection with statutory~~senior-level roles enable her to offer invaluable insights and ~~regulatory filings or engagements, and, in fiscal 2020 only, fees in connection with our follow-on offering.~~

~~(2)~~	~~Audit-Related Fees for both years consist of fees billed by Ernst & Young LLP for an audit of~~perspectives regarding the Company’s ~~401(k) plan. Fees for~~capital and finance strategies.
		Other Public Boards • Almirall, S.A. (2015 - 2022) • Douglas Group (director nominee; appointment to become effective upon the ~~same services in fiscal 2020 have been reclassified to conform to the current presentation.~~ completion of company’s initial public offering) • Natura & Co (since 2021) • Pulmonx Corporation (since 2020)
		Education • B.S. and M.S., Engineering, National Technical University of Athens • M.B.A., Sloan School of Management at M.I.T.

~~(3)~~

~~Tax Fees consist of fees for professional services, including tax consulting and compliance performed by Ernst & Young LLP.~~

~~(4)~~

~~All Other Fees consist of an online accounting research tool subscription.~~

~~Pre-Approval Policies and Procedures~~

The formal written charter for our audit committee requires that the audit committee pre-approve all audit services to be provided to us, whether provided by our principal auditor or other firms, and all other services (review, attest, and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable SEC rules.

The audit committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. This pre-approval policy generally provides that the audit committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the audit committee or (ii) entered into pursuant to the pre-approval policies and procedures described in the pre-approval policy. Unless a type of service to be provided by our independent registered public accounting firm has received this latter general pre-approval under the pre-approval policy, it requires specific pre-approval by the audit committee.

On an annual basis, the audit committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by the Company’s independent registered public accounting firm without first obtaining specific pre-approval from the audit committee. The audit committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. Any member of the audit committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the audit committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the audit committee requires pre-approval for such additional services or such additional amounts.

~~The services provided to us by Ernst & Young LLP in fiscal 2020 and fiscal 2021 were provided in accordance with our pre-approval policies and procedures, as applicable.~~

~~Board Recommendation~~

~~The Board of Directors unanimously recommends a vote~~ ~~FOR~~ ~~the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.~~

Dana G. Mead, Jr. Age: 64 Independent Director since: 2008 Committee(s): • Audit • Nominating and Corporate Governance (after Annual Meeting)			Experience: • Chief Executive Officer and President, HeartFlow, Inc., a digital health company transforming how heart disease is diagnosed and treated (2019 - 2021) • Chief Executive Officer and President, Beaver-Visitec International, Inc., a surgical device developer and manufacturer (2016 - 2019) • Partner, Kleiner Perkins Caufield & Byers, a venture capital investment firm (2005 - 2016)
			Qualifications: • Industry and Technology experience developed through Mr. Mead’s roles as CEO of a surgical device developer and manufacturer and at a digital health company, help him add valuable experience in our industry to the Board. He also brings technology expertise gained as CEO and President of HeartFlow, a company focused on the transformation of the diagnosis and treatment of heart disease, enable him to bring to the Board valuable insights in the emerging field of digitization, which is an important aspect of the Company’s strategy. • International / Global experience gained in various senior-level leadership roles with global responsibilities, including President, Asia Pacific Operations for Guidant Corporation, enables Mr. Mead to bring value to our Board in guiding our global strategy. • Public Company CEO experience acquired through his CEO roles with HeartFlow and Beaver-Visitec allows him to provide the Board with valuable senior leadership and governance perspective.
			Other Public Boards • Inari Medical Inc., a commercial-stage medical device company (since 2021) • Pulmonx Corporation, (since 2010), Chairman since 2019 • Intersect ENT, Inc., (2007 – 2022) • HeartFlow (2019 – 2021)
			Education • B.A., Lafayette College • M.B.A., University of Southern California.

~~Audit Committee Report~~

The audit committee operates pursuant to a charter which is reviewed annually by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this Proxy Statement under the discussion of “Corporate Governance— Audit Committee.” Under the audit committee charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the audit committee reviewed and discussed with management and Ernst & Young LLP, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2021. The audit committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the audit committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the audit committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the audit committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC.

~~Submitted by the audit committee of the Company’s Board of Directors:~~

~~Shawn T McCormick (Chair)~~

~~Georgia Garinois-Melenikiotou~~

~~Dana G. Mead, Jr.~~

~~Executive Officers~~

The table below identifies and sets forth certain biographical and other information regarding our executive officers as of March 3, 2022. There are no family relationships among any of our executive officers or directors.

Executive Officer

Age

Position

In Current
Position Since

Timothy P. Herbert

59

Chief Executive Officer, President, and Director

2007

Richard J. Buchholz

54

Chief Financial Officer

2014

Randall A. Ban

57

Chief Commercial Officer

2009

Philip J. Ebeling

51

Chief Operating Officer

2020

Steven L. Jandrich

55

Vice President, Human Resources

2017

Bryan K. Phillips

50

Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer

2021

~~See page~~ 11 ~~of this Proxy Statement for Timothy P. Herbert’s biography.~~

~~Richard J. Buchholz~~ has served as our Chief Financial Officer since May 2014. Prior to joining us, Mr. Buchholz served as the Chief Financial Officer, Secretary, and Treasurer at superDimension, Ltd., a medical device manufacturer (which was acquired by Covidien plc in 2012), from 2006 to 2013. Mr. Buchholz holds a B.B.A. from the University of Wisconsin, Eau Claire and is a Certified Public Accountant (inactive).

~~Randall A. Ban~~ has served as our Chief Commercial Officer since July 2019. Prior to that, he served as our Senior Vice President, Sales and Marketing from 2009 to December 2018 and, in December 2018, his title was changed to Senior Vice President, Global Sales and Marketing. Before joining us, he served as Chief Operating Officer at Vertebral Technologies Inc., a medical device company, from 2008 to 2009. From 1994 to 2008, Mr. Ban worked in a variety of sales and marketing leadership positions while at Guidant Corporation (Guidant was acquired by Boston Scientific in 2006). He began his career at Eli Lilly and Company in 1990. Mr. Ban holds a B.S. in marketing and an M.B.A., both from Indiana University.

~~Philip J. Ebeling~~ has served as our Chief Operating Officer since June 2020. Prior to joining Inspire, he worked for Abbott Laboratories as Vice President and Chief Technology Officer in the Cardiovascular and Neuromodulation Division from January 2017 to March 2018. From January 2016 to January 2017, Mr. Ebeling was Chief Technology Officer of St. Jude Medical, Inc., a medical device company that was acquired by Abbott Laboratories in January 2017. Prior to that, Mr. Ebeling served in various other roles at St. Jude Medical, Inc., including Senior Vice President, Research and Development in the Cardiovascular and Electrophysiology Division from 2012 to January 2016 and Vice President of Research and Development for the Cardiovascular Division from 2008 to 2011. Before joining St. Jude Medical in 2008, Mr. Ebeling spent 12 years at Boston Scientific Corporation where he held numerous positions including Director of Program Management—Risk Management. Mr. Ebeling has a B.S. in Chemical Engineering from the University of Minnesota and an MBA from the University of St. Thomas. He is a member of the National Society of Professional Engineers.

~~Steven L. Jandrich~~ has served as our Vice President, Human Resources since September 2017, and as our Chief Compliance Officer from September 2017 to January 2021. Mr. Jandrich served as Vice President, Human Resources for Link Snacks, Inc., a multinational retail snack producer from 2015 to September 2017. From 2001 through April 2015, Mr. Jandrich held several leadership positions at St. Jude Medical which included Vice President Human Resources, leading the International Division's human resources and commercial operations functions through rapid development. Mr. Jandrich holds a B.B.A. and M.B.A., from the University of St. Thomas.

~~Bryan K. Phillips~~ has served as our Senior Vice President, General Counsel, Secretary and Chief Compliance Officer since January 2021. From December 2019 to January 2021, Mr. Phillips served as Chief Legal Officer of Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company. From 2005 to November 2019, Mr. Phillips held several positions of increasing responsibility at Surmodics, Inc., a medical technology company, most recently as its Senior Vice President, Legal and Human Resources, General Counsel, and Secretary. Previously, Mr. Phillips served as Patent Counsel at Guidant Corporation’s Cardiac Rhythm Management Group (now part of Boston Scientific) from 2001 to 2005. Mr. Phillips began his legal career at a Minneapolis-based intellectual property law firm. Mr. Phillips earned a B.S. in mechanical engineering from the University of Kansas and a J.D. from the University of Minnesota Law School.

Corporate Governance

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines. A copy of these Corporate Governance Guidelines can be found in the “Corporate Governance—Governance Documents” section of the “Investors” page of our website located at www.inspiresleep.com, or by writing to our Secretary at our offices at 5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416. Among the topics addressed in our Corporate Governance Guidelines are:

	•		Board size, independence, and qualifications		•		Director compensation
•		Classes of directors and election process		•		Stock ownership
	•		Executive sessions of independent directors		•		Board access to senior management
	•		Board leadership structure		•		Board access to independent advisors
	•		Selection of new directors		•		Board self-evaluations
	•		Director orientation and continuing education		•		Board meetings
	•		Limits on board service		•		Meeting attendance by directors and non-directors
	•		Change of principal occupation of directors		•		Meeting materials
	•		Term limits		•		Board committees, responsibilities, and independence
	•		Director responsibilities		•		Succession planning

In November 2023, the Board updated our Corporate Governance Guidelines to provide that directors are encouraged to participate in certain continuing education programs at the expense of the Company, and to require that each director own the Company’s common stock in accordance with any stock ownership policies and guidelines as may be in effect from time to time. Further, effective February 1, 2024, the Board updated the provisions of our Corporate Governance Guidelines addressing the election process for directors. For more information, please see the “Governance Structure” section of this Proxy Statement.

Governance Structure

The Board regularly reviews the corporate governance policies and practices of the Company to determine whether they are appropriate and will advance the Board’s and management’s goal of maximizing long-term stockholder value. Our current governance structure includes a classified board, plurality voting for directors, and requires a supermajority vote to make certain changes to our governance documents. Following our 2023 annual meeting, we conducted a benchmarking assessment of corporate governance practices across our industry and at our peer companies, engaged in targeted stockholder outreach to discuss our governance practices, and management updated the Board on the stockholder input received during these discussions. Thereafter, in connection with its regular review of our corporate governance policies and practices, the Board considered the stockholder input received and made certain changes to our Corporate Governance Guidelines, which are discussed below. Additionally, in response to this stockholder input and to provide additional transparency with respect to its corporate governance policies and practices, the Company is providing the following information regarding the Board’s rationale for continuing to maintain certain governance practices:

CLASSIFIED BOARD STRUCTURE

In accordance with our Certificate of Incorporation, and as permitted under applicable state law, our Board of Directors is divided into three classes. Our classified board structure has been in place since our initial public offering (our “IPO”) in 2018.

The Board regularly evaluates whether to maintain a classified Board structure, and has determined that a classified board structure continues to be in the best interests of the Company and our stockholders primarily for the reasons set forth below:

We believe that the current structure helps directors to develop a deeper familiarity with the Company’s business. It encourages long-term, strategic thinking, which is critical to carry out the Company‘s business

model, which requires substantial investments in research and development projects that may take years to yield the desired results. The Board believes that three-year terms on a staggered basis are currently appropriate and consistent with the long-term nature of our business model, and best serve our stockholders at this time.

We believe that three-year terms promote continuity and foster an appropriate institutional memory among directors, and help our directors to develop a deep knowledge of the business and competitive environment. Staggered terms give the Company’s new directors an opportunity to gain knowledge about the Company’s business from its continuing directors.

The Board has implemented broad measures to ensure accountability of our directors, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics (the “Code of Conduct”), and annual self-evaluations of the performance of the Board and its committees, which is led by the Nominating and Corporate Governance Committee and assesses the performance of each current director as part of consideration to re-nomination to the Board. As a result, the Company benefits from the stability and continuity of a classified Board structure, while retaining meaningful director accountability.

While a classified board structure does not preclude unsolicited acquisition proposals, by eliminating the threat of imminent removal, it allows the Board to maximize the value of a potential acquisition by giving the Company time and bargaining leverage to evaluate and negotiate the adequacy and fairness of any takeover proposal and to consider alternatives, including the continued operation of the Company’s business.

PLURALITY VOTING STANDARD FOR DIRECTOR ELECTIONS

The Company’s current plurality voting standard yields a definitive result in a simple, efficient and transparent manner, which has historically been effective in electing strong, independent directors to our Board. Further, we believe that under the current plurality voting standard, stockholders have a meaningful opportunity to express disapproval with corporate policies, strategy, or director candidates through the use of withhold votes.

As noted above, the Board regularly reviews the corporate governance policies and practices of the Company to determine whether they are appropriate and will advance the Board’s and management’s goal of maximizing long-term stockholder value. In this regard and after considering input received from our targeted stockholder outreach, effective February 1, 2024, the Board updated our Corporate Governance Guidelines to provide that in an uncontested election of directors, any nominee for director who does not receive a majority of the votes cast for his or her election shall offer to resign from the Board. The Nominating and Corporate Governance Committee shall promptly consider the resignation offer and recommend to the full Board whether to accept it. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following the certification of the stockholder vote by the inspector of elections, and will disclose its decision and the reasons for rejecting the offer, if applicable, in a current report on Form 8-K. Any director who tenders his or her offer to resign from the Board pursuant to the Corporate Governance Guidelines may not participate in the Nominating and Corporate Governance Committee or Board deliberations regarding whether to accept the offer of resignation.

The Board believes that this process enhances accountability to stockholders and responsiveness to stockholders’ votes, while allowing the Board appropriate discretion in considering whether a particular director’s resignation would be in the best interests of the Company and its stockholders.

SUPERMAJORITY VOTING STANDARD IN OUR CHARTER AND BYLAWS

Our Certificate of Incorporation and bylaws, as currently in effect (the “Bylaws”), provide that two-thirds of the voting power of the Company are required to enact certain changes to the Company’s governing documents, including, for example, adopting, amending, altering or repealing provisions of the Bylaws. At the time of our IPO in 2018, the Board believed that this supermajority voting standard was an important component of the Company's governance structure to safeguard the long-term interests of the Company and its stockholders.

The Board continues to believe that the Company’s supermajority voting standards are in the best interests of the Company and our stockholders primarily for the following reasons set forth below:

The supermajority voting standards are appropriately limited and apply to extraordinary transactions and fundamental changes to corporate governance.

The supermajority vote requirements help protect stockholders, particularly minority stockholders, against the potentially self-interested actions of short-term investors.

The supermajority voting requirements help protect the ability of the Board to evaluate proposed takeover offers, consider alternatives, and protect stockholders against abusive tactics during a potential takeover process.

Board Leadership Structure

Our Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chair of the Board and Chief Executive Officer, or CEO, in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company and its stockholders. If the Chair of the Board is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines provide for the appointment of a ~~lead independent~~presiding non-management director (the “Lead Director”), as recommended by the ~~independent directors of the Board.~~Nominating and Corporate Governance Committee. The Lead Director’s responsibilities include, but are not limited to: assisting the Chair of the Board in establishing the agendas for Board meetings and the schedule of agenda subjects to be discussed during the year; having the authority to call meetings of the independent directors; presiding ~~over all~~at meetings of the Board at which the Chair ~~of the Board~~ is not present, including ~~any~~ executive sessions of the independent directors; ~~approving Board meeting schedules and agendas; and acting~~serving as ~~the~~a liaison between the ~~independent directors~~Chair and the ~~Chief Executive Officer and Chair of~~independent directors; previewing the ~~Board. Our Corporate Governance Guidelines provide that, at such times as~~information to be provided to the Board; together with the Chair of the ~~Board qualifies as independent,~~Organization and Compensation Committee, communicating to the CEO the results of his or her annual performance review and compensation; together with the Chair of the Nominating and Corporate Governance Committee, leading the Board’s annual self-evaluation; and to have such other duties as are otherwise determined by the Board ~~will serve as Lead Director.~~from time to time.

The positions of our Chair of the Board and our ~~Chief Executive Officer~~CEO and President are currently served by two separate persons. Ms. Nelson, an independent director on our Board, serves as Chair of the Board, and Mr. Herbert serves as our ~~Chief Executive Officer~~CEO and President. ~~In her capacity~~The Board appointed Mr. Herbert, our CEO and President, to serve as ~~the independent Board~~ Chair ~~Ms. Nelson performs the functions~~ of the ~~Lead Director.~~

Board effective with Ms. Carlson’s departure from the Board at the Annual Meeting and resulting from her determination not to stand for reelection. The Board believes that ~~our current leadership structure~~Mr. Herbert's decades of ~~Chief Executive Officer and Chair~~expertise in the medical device industry as well as his deep understanding of the business that he founded make him uniquely qualified to effectively manage the business, execute on our strategic priorities and lead the Board. To maintain strong independent oversight, the Board ~~being held by two separate individuals is~~has appointed Gary L. Ellis to the role of Lead Director effective immediately following the Annual Meeting. Mr. Ellis was appointed to the Board in ~~the best interests~~2019 following an extensive career as Chief Financial Officer of ~~the Company~~Medtronic and its stockholders and strikes the appropriate balance between the Chief Executive Officer and President’s responsibility for the strategic direction, day-to day-leadership, and performance of our Company andserves as the Chair of the ~~Board’s~~Nominating and Corporate Governance Committee.

The Board believes this leadership structure effectively allocates authority, responsibility, ~~to guide~~and oversight between management and the ~~overall~~independent members of our Board, giving primary responsibility for the operational leadership and strategic direction of the Company to our ~~Company,~~Chair and ~~provide~~CEO, while enabling the Lead Director to facilitate the Board's independent oversight of ~~our corporate governance and guidance to our Chief Executive Officer and President and to set~~management. In addition, the ~~agenda for and preside over~~ Board ~~meetings.~~ believes this leadership structure appropriately aligns with the Board’s overall oversight of risk, as described under “Board Role in Risk Oversight” below.

We recognize that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all ~~companies.~~companies at all times. Accordingly, the Board will continue to periodically review our leadership structure and make such changes in the future as it deems appropriate and in the best interests of the Company and its stockholders.

Director Independence

Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us. In addition, the director must meet the bright-line tests for independence set forth by the NYSE rules.

Our Board has undertaken a review of its composition, the composition of its committees, and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that none of Ms. Broader, Ms. Burks, Dr. Curet, Mr. Ellis, Ms. Garinois-Melenikiotou, Dr. Griffin, Mr. McCormick, Mr. Mead, Ms. Nelson, or Mr. Tansey, representing ~~eight~~10 of our ~~nine~~11 current directors and 8 of our 9 directors whose term will continue after the Annual Meeting, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the rules of the NYSE. Our Board of Directors previously determined that Dr. Sparks did not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and qualified as “independent” while she was a director. Mr. Herbert, our President and CEO, is the only director who is not independent. In making these determinations, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the director’s beneficial ownership of our common stock, ~~and~~ the relationships of our non-employee directors with certain of our significant ~~stockholders.~~stockholders and the organizations with which our non-employee directors have current relationships that may be pertinent to their independence.

Board Committees

Our Board of Directors has three standing committees: an ~~audit committee,~~Audit Committee, an ~~organization~~Organization and ~~compensation committee,~~Compensation Committee, and a ~~nominating~~Nominating and ~~corporate governance committee,~~Corporate Governance Committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of our Board when necessary to address specific issues. Each of the ~~audit committee,~~Audit Committee, the ~~organization~~Organization and ~~compensation committee,~~Compensation Committee, and the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee operates under a written ~~charter.~~charter that is available on our website. The table below reflects our committee membership as of March 19, 2024.

Shelley G. Broader

—

Chair

—

Cynthia B. Burks

—

Myriam J. Curet, M.D.

—

Gary L. Ellis

—

Chair

Georgia Garinois-Melenikiotou

—

Jerry C. Griffin, M.D.*

—

Timothy P. Herbert

—

Dana G. Mead, Jr.

—

Shawn T McCormick

Chair

—

Marilyn Carlson ~~Nelson~~Nelson*

—

Casey M. Tansey

—

~~Chair~~X

—

~~(1)~~
*

~~In early 2022, the Board of Directors approved revisions to the compensation committee’s charter which, among other things, changed the name of that committee to the organization~~Dr. Griffin and ~~compensation committee.~~Ms. Nelson are not seeking re-election at this Annual Meeting.

Audit Committee

Our ~~audit committee~~Audit Committee oversees our corporate accounting and financial reporting process and assists our Board of Directors in its oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our risk management program, (iv) the performance of our independent auditor, and (v) the design and implementation of our internal audit function and internal controls. Our ~~audit committee~~Audit Committee is responsible for, among other things:

appointing, compensating, retaining, evaluating and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;

discussing with our independent auditor any audit problems or difficulties and management’s response;

pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the committee or exempt from such requirement under SEC rules);

reviewing and discussing our annual and quarterly financial statements with management and our independent registered public accounting firm;

discussing and overseeing our policies with respect to risk assessment and risk management, including major financial risk exposures and the steps management has taken to monitor and control such exposures;

overseeing our information security and technology risks, including information security, cybersecurity and related risk management programs;

reviewing management’s use of environmental, social and governance (“ESG”) measures and metrics, as well as other non-GAAP measures and metrics, and reviewing in particular how these measures are used to evaluate performance, whether they are consistently prepared and presented, what disclosure controls and procedures relating to these measures are in place and how such measures are disclosed; and

~~establishing,~~overseeing, and annually reviewing, procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

The ~~audit committee~~Audit Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The ~~audit committee~~Audit Committee has the authority to engage independent legal, accounting, and other advisors as it deems necessary or appropriate to assist in carrying out its ~~responsibilities, and we~~responsibilities. We must ~~pay~~provide appropriate funding for payment of reasonable compensation to any advisor retained by the ~~compensation of such advisors.~~Audit Committee.

Our ~~audit committee~~Audit Committee currently consists (and for all of fiscal 2023 consisted) of Ms. Garinois-Melenikiotou, Mr. McCormick, and Mr. Mead, with Mr. McCormick serving as chair. All members of our ~~audit committee~~Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the NYSE. Our Board of Directors has affirmatively determined that each of Ms. Garinois-Melenikiotou, Mr. McCormick, and Mr. Mead qualifies as “independent” under NYSE’s additional standards applicable to audit committee members and Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”). In addition, our Board of Directors has determined that Ms. Garinois-Melenikiotou, Mr. McCormick, and Mr. Mead each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The determination by our Board of Directors for Mr. McCormick was made based on experience and education which demonstrate his attributes as an audit committee financial expert, including the fact that he has been the chief financial officer of several medical technology companies and is a Certified Public Accountant (inactive), holding a degree in accounting and aan M.B.A. Both Ms. Garinois-Melenikiotou and Mr. Mead also have education and experience supporting their determination by the Board of Directors as audit committee financial experts, including that both have M.B.A. degrees and financial oversight experience, with Ms. Garinois-Melenikiotou gaining this experience as a president at Johnson & Johnson and Mr. Mead gaining this experience as a ~~chief executive officer~~CEO of several medical technology companies.

Organization and Compensation Committee

Our ~~organization~~Organization and ~~compensation committee~~Compensation Committee oversees our human capital strategies and programs, and our compensation policies, plans, and benefits programs. The committee is responsible for, among other things:

reviewing and approving corporate goals and objectives with respect to the compensation of our ~~Chief Executive Officer,~~CEO, evaluating our ~~Chief Executive Officer’s~~CEO’s performance in light of these goals and objectives, and setting the ~~Chief Executive Officer’s~~CEO’s compensation;

reviewing and approving the compensation of our other executive officers;

reviewing and making recommendations to our Board of Directors regarding director compensation;

reviewing and approving or making recommendations to our Board of Directors regarding our incentive compensation and equity-based plans and arrangements;

reviewing the Company’s human capital management strategies, programs, and initiatives;

overseeing the Company’s strategy policies and practices and related reporting with respect to significant ~~environmental, social and governance (“ESG”)~~ESG matters, in coordination with other Board committees, with a focus on social matters;

overseeing the Company’s stock ownership guidelines and policy for clawback of incentive compensation; and

appointing and overseeing any compensation consultants.

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time.

Our ~~organization~~Organization and ~~compensation committee~~Compensation Committee currently consists (and for all of fiscal 2023 consisted) of Ms. Broader, ~~Dr. Griffin,~~Ms. Burks, and Mr. Tansey, with ~~Mr. Tansey~~Ms. Broader serving as chair. Our Board of Directors has determined that each of Ms. Broader, ~~Dr. Griffin,~~Ms. Burks, and Mr. Tansey ~~qualify~~qualifies as “independent” under NYSE’s additional standards applicable to compensation committee members and as a “non-employee ~~directors”~~director” as defined in Rule 16b-3 of the Exchange Act.

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel, and other advisors to assist in carrying out its responsibilities. Before selecting any such consultant, counsel or advisor, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee reviews and considers the independence of such consultant, counsel, or advisor in accordance with applicable NYSE rules. We must provide appropriate funding for payment of reasonable compensation to any advisor retained by the ~~organization~~Organization and ~~compensation committee.~~Compensation Committee.

COMPENSATION CONSULTANTS

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee has engaged the services of Aon, which is part of the Rewards Solutions practice at Aon plc, as its independent outside compensation consultant.

All executive compensation services provided by Aon during fiscal ~~2021~~2023 were conducted under the direction or authority of the ~~organization~~Organization and ~~compensation committee,~~Compensation Committee, and all work performed by Aon was pre-approved by the ~~organization~~Organization and ~~compensation committee.~~Compensation Committee. Aon’s services during fiscal ~~2021~~2023 included, among other things, reviewing the Company’s executive compensation policy, evaluating the Company’s peer group used to set executive compensation, providing benchmark data as well as broad market data regarding compensation for executives serving in similar capacities, and providing information on current trends and developments in executive and director compensation. Neither Aon nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee evaluated whether any work provided by Aon raised any conflict of interest for services performed during fiscal ~~2021~~2023 and determined that it did not.

Additionally, during fiscal ~~2021,~~2023, Aon did not provide any services to us unrelated to executive and director compensation.

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the ~~2021~~2023 fiscal year, the ~~members of~~directors who served on our ~~organization~~Organization and ~~compensation committee~~Compensation Committee were Ms. Broader, ~~Dr. Griffin,~~Ms. Burks, and Mr. Tansey, none of whom was, during the fiscal year, an officer or employee of the Company and none of whom was formerly an officer of the Company. During fiscal ~~2021,~~2023, none of our executive officers served as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that had one or more executive officers serving on our Board or ~~organization~~Organization and ~~compensation committee.~~Compensation Committee. During ~~the~~ fiscal ~~year ended December 31, 2021,~~2023, no other relationships required to be disclosed by the rules of the SEC existed aside from those identified herein.

Nominating and Corporate Governance Committee

Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee oversees and assists our Board ~~of Directors~~ in reviewing and recommending nominees for election as directors. Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee is responsible for, among other things:

identifying individuals qualified to become members of our Board, ~~of Directors,~~ consistent with criteria approved by our Board of Directors;

recommending to our Board ~~of Directors~~ the nominees for election to our Board ~~of Directors~~ at annual meetings of our stockholders;

overseeing the Company’s strategy, policies, and practices and related reporting with respect to significant ESG matters, in coordination with other Board committees; ~~and~~

overseeing the annual self-evaluations of our Board ~~of Directors~~ and ~~management;~~management, together with our Lead Director; and

developing and recommending to our Board ~~of Directors~~ a set of corporate governance guidelines and principles.

The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee has the authority to retain any search firm to be used to identify director nominees and independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities and we will pay the compensation of any such firm or advisor engaged. During fiscal ~~2021,~~2023, the ~~nominating and governance~~ committee retained Russell Reynolds Associates Inc. ~~(“Russell Reynolds”)~~, a global executive search firm, to assist in the identification and assessment of potential director candidates.

~~Our nominating~~For fiscal 2023, our Nominating and ~~corporate governance committee currently consists~~Corporate Governance Committee consisted of Mr. Ellis, Dr. Griffin, ~~and~~ Ms. Nelson, Dr. Sparks (until Dr. Sparks resigned from the Board effective July 27, 2023), and Dr. Curet (effective December 21, 2023, upon her appointment to the Board), with Mr. Ellis serving as chair. After the Annual Meeting, the Nominating and Corporate Governance Committee will consist of Dr. Curet, Mr. Ellis, and Mr. Mead, with Mr. Ellis serving as chair. Our Board has determined that each of Dr. Curet, Dr. Griffin, Mr. Ellis ~~Dr. Griffin,~~ and ~~Ms. Nelson~~Mr. Mead qualifies as “independent” under applicable NYSE rules for purposes of serving on the ~~nominating~~Nominating and ~~corporate governance committee.~~Corporate Governance Committee.

Board and Board Committee Meetings and Attendance

During fiscal ~~2021,~~2023, our Board of Directors met ~~seven~~6 times, the ~~audit committee~~Audit Committee met ~~four~~8 times, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee met ~~five~~5 times, and the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee met ~~four~~7 times. In fiscal ~~2021,~~2023, each of our incumbent directors attended at least ~~80%~~90% of the meetings of the Board and committees on which he or she served as a member.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent directors. The Chair of the Board currently presides at ~~each~~executive sessions. Following the Annual Meeting, the Lead Director will preside at executive sessions. In the absence of ~~these meetings and, in her absence,~~the Chair or Lead Director, as applicable, the non-management and independent directors in attendance, as applicable, determine which member will preside at such session.

Director Orientation and Education

All newly appointed members of our Board participate in an orientation program designed to familiarize new directors with our business and strategic plans, key policies and practices, principal officers and management structure, auditing and compliance processes, and our Code of Business Conduct and Ethics. The Board also receives periodic briefings and education from management on core concepts and trends impacting our businesses and industry. In November 2023, the Board updated our Corporate Governance Guidelines to provide that directors are encouraged to participate in certain continuing education programs at the expense of the Company.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding the attendance of our Board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders. All of our directors attended our annual meeting of stockholders held in fiscal ~~2021.~~2023.

Director Nominations Process

The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee is responsible for recommending candidates to serve on the Board and its committees. In considering whether to recommend ~~any particular~~a candidate to serve on the Board or its committees or for inclusion in the Board’s slate of recommended director nominees for election at the annual meeting of stockholders, the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee considers the criteria set forth in our Corporate Governance Guidelines. Specifically, the ~~nominating~~Nominating and ~~corporate governance committee considers~~Corporate Governance Committee will consider candidates who have a high level of personal and professional integrity, strong ethics and values, and the ability to make mature business judgments. InThe Corporate Governance Guidelines provide that in addition to the foregoing director qualification standards, the Nominating and Corporate Governance Committee may consider the following criteria as well as any ~~factors~~other factor that they deem ~~relevant, the nominating and corporate governance committee may consider:~~to be relevant: the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company; the candidate’s experience as a board member of another publicly held company; the candidate’s professional and academic experience relevant to the Company’s industry; the strength of the candidate’s leadership skills; the candidate’s experience in finance and accounting and/or executive compensation practices; whether the candidate has the time required for preparation, participation, and attendance at Board meetings and committee meetings, if applicable; and the candidate’s geographic background, gender, age, and ethnicity.

We consider diversity, such as, gender, race, and ethnicity, in identifying director ~~nominees and view such diversity characteristics as meaningful factors to consider.~~nominees. Currently, ~~three~~five of our Board members self-identify as ~~women.~~women, including one African American woman and one Hispanic woman. Moreover, the ~~nominating~~Nominating and ~~corporate governance committee is committed~~Corporate Governance Committee seeks to ~~identifying~~identify qualified diverse candidates for consideration on our Board, including diversity of gender, race, and ethnicity. In furtherance of this ~~commitment,~~focus, the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee will seek to include women, and ethnically and racially diverse candidates in the initial list of candidates from which it will select prospective director candidates in each future director search, and will require that any search firm it may engage to assist with a director search do the same. ~~The nominating and corporate governance committee has set as a goal the addition of a new director who is ethnically or racially diverse before our 2023 annual meeting of stockholders.~~

The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. In determining whether to recommend a director for re-election, the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee may also consider potential conflicts of interest with the candidate’s other personal and ~~profession~~professional pursuits.

In identifying prospective director candidates, the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders, and other sources, including third party recommendations. The ~~nominating and corporate governance~~ committee also may, but need not, retain a third-party search firm in order to assist it in identifying candidates to serve as ~~directors of the Company.~~directors. The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the ~~nominating and corporate governance~~

committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In

connection with its annual recommendation of a slate of nominees, the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee also may assess the contributions of ~~those~~ directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

The Nominating and Corporate Governance Committee has recommended, and the Board ~~of Directors~~ selected, Shelley G. Broader, ~~Timothy P. Herbert,~~Myriam J. Curet, M.D., and ~~Shawn T McCormick~~Casey M. Tansey as the Board's nominees for election as Class IIII directors at the Annual Meeting. Each of the director nominees to be elected at the Annual Meeting was evaluated in accordance with our standard review process for director candidates in connection with their initial appointment and their nomination for election or re-election, as applicable, at the Annual Meeting. ~~Ms. Broader was identified with the assistance of Russell Reynolds.~~

When considering whether the directors and nominees have the experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the Annual Meeting.

The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee will consider director candidates recommended by stockholders, and such candidates will be considered and evaluated under the same criteria described above. Any recommendation submitted to the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Inspire Medical Systems, Inc., 5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416. All recommendations for director nominations received by the Secretary will be presented to the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee for its consideration. Stockholders intending to nominate a director candidate for consideration at a stockholder meeting also must satisfy the notification, timeliness, consent, and information requirements set forth in our ~~bylaws.~~Bylaws. These timing requirements are also described ~~under~~in the ~~caption~~ “Stockholder Proposals and Director ~~Nominations.”~~Nominations” section of this Proxy Statement.

Board Role in Risk Oversight

The Board ~~of Directors~~ has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of executives’ management of risks relevant to the Company. A fundamental part of risk oversight is not only understanding the material risks ~~a company~~the Company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the Board of Directors in reviewing our business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and its determination of what constitutes an appropriate level of risk for the Company. While the full Board has overall responsibility for risk oversight, it is supported in this function by its ~~audit committee, organization~~Audit Committee, Organization and ~~compensation committee,~~Compensation Committee, and ~~nominating~~Nominating and ~~corporate governance committee.~~Corporate Governance Committee. Each of the committees regularly reports to the Board.

The ~~audit committee~~Audit Committee assists the Board in fulfilling its risk oversight responsibilities by periodically reviewing our accounting, reporting, and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, our compliance with legal and regulatory requirements, and our enterprise risk management program. The Audit Committee also oversees our information security and technology risks, including our information security, cybersecurity and related risk management programs. Through its regular meetings with management, including the finance, legal, internal audit, tax, compliance, and information technology functions, the ~~audit committee~~Audit Committee reviews and discusses significant areas of our business and summarizes for the Board areas of risk and the appropriate mitigating factors, including the Company's major financial risk exposures. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee assists the Board by overseeing and evaluating risks related to the Company’s compensation structure and compensation programs, including the

formulation, administration, and regulatory compliance with respect to compensation matters, and coordinating, along with the Board’s Chair, succession

planning discussions. The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure, and corporate governance. ~~The organization and compensation committee and~~All three committees of the ~~nominating and corporate governance committee~~Board jointly oversee ESG-related risks. In addition, our Board receives periodic, detailed operating performance reviews from management.

Stock Ownership Guidelines

Our ~~Environmental, Social,~~Board believes that ownership of significant amounts of our stock by our executive officers and ~~Governance Principles~~directors will help align their interests with those of our stockholders. To that end, our Board has adopted stock ownership guidelines for our directors and executive officers as follows:

Asthree times each non-employee director’s annual cash retainer (excluding any additional retainers provided based on role or committee service);

three times the annual base salary for our Chief Executive Officer; and

one times the annual base salary for our other executive officers (other than our CEO).

All of our non-employee directors and each executive officer covered by the policy are required to meet the applicable guidelines within five (5) years after the later of (i) the date such individual is hired, appointed or promoted to a ~~leading medical technology company, Inspire~~position that is ~~committed to improving~~covered by the ~~economic, social, and environmental (“ESG”) impacts~~guidelines, or (ii) the effective date of the guidelines, or July 27, 2023. Shares that ~~our business has on~~count toward meeting the ~~communities in which we operate, as well as our customers, business partners, suppliers, team members, and stockholders. We understand our responsibilities~~ownership guidelines consist of shares owned outright; shares held through any Company-sponsored plan, such as, a ~~corporate citizen~~qualified retirement plan, employee stock purchase plan, or a supplemental executive retirement plan; unvested time-based restricted stock units (net of an estimated tax); and ~~are focused on developing ESG programs and initiatives that are sustainable and have real impact. In order to ensure adequate oversight and ultimate accountability~~shares owned by the ~~Board relating to ESG issues, during fiscal 2021,~~individual’s immediate family members residing in the ~~Board amended the charter~~same household (or through trusts for their benefit). As of the nominating and corporate governance committee to expand its authority and responsibility for ESG matters. In particular, the nominating and corporate governance committee will, in coordination with other Board committees, as appropriate, periodically review and oversee the Company’s strategy, policies, and practices and related reporting with respect to significant environmental, social, and governance matters.

~~The following principles and philosophies are foundational to~~December 31, 2023, all of our ~~approach to ESG matters and are integrated into our business operations.~~

~~OUR COMMITMENT TO ETHICAL BUSINESS CONDUCT~~

~~Inspire is committed to conducting business in accordance with the highest ethical standards and applicable laws. We maintain,~~non-employee directors and all of our ~~employees are expected~~executive officers subject to ~~adhere to, our Code~~the policy have attained the minimum level of ~~Business Conduct and Ethics (the “Code of Conduct”), which serves as~~ownership set forth in the foundation of Inspire’s core values that drive our Company’s culture. In addition, our employees regularly complete training and education on a range of important issues related to our Code of Conduct and their roles within the Company, such as:

~~Information security and cyber-risk awareness~~

~~Workplace diversity and inclusion~~

~~Preventing discrimination and harassment~~

~~Prevention of insider trading~~

~~Workplace safety~~

~~Quality~~

~~Data protection~~

~~All employees must certify they understand and comply~~guidelines, with the ~~expectations contained in the Code~~exception of ~~Conduct. We also maintain an anonymous hotline for employees to report concerns regarding violations of the Code of Conduct.~~

~~OUR PEOPLE~~

At Inspire, our corporate culture defines who we are and how we act, and our diverse employee base who embody our culture is the driving force behind our success. We pride ourselves on our innovative and collaborative work environment, which we believe has driven our success and which we seek to uphold through a diverse workforce, generous compensation and benefits, open communication, a focus on employee health, wellbeing and engagement, and robust training and development programs.

We employ approximately 500 people worldwide. Over 90% of our employees work in the United States, a significant number of which are at our headquarters in Golden Valley, Minnesota. We also have a substantial sales organization working remotely across the country. Internationally, we also have employees based in Europe, including in Germany, France, Austria, and Switzerland, and one employee supporting our international expansion efforts in Japan.

~~WORK ENVIRONMENT~~

We strive to create a culture in which all employees feel heard, respected, and valued. All new employees participate in training focused on appropriate, respectful, and inclusive workplace behavior. In 2020, we created an engaging training initiative for all employees which encourages awareness of unconscious bias and microaggressions. Building on our 2020 program, during fiscal 2021, we implemented sessions specifically for Inspire leaders in their roles to create respectful culture within their teams. The goals of these programs are to encourage broad and diverse viewpoints to achieve the best outcomes for our patients, customers, and employees, and to build awareness of how our own behaviors impact our colleagues.

~~TALENT MANAGEMENT & DEVELOPMENT~~

With our aggressive growth objectives, it is imperative that we continue to hire exceptional talent and invest in the growth and development of our existing employees. We seek to foster a culture where learning is continuous, and strive to promote from within. We believe in our people and their ability to accept new responsibilities and challenges, and to grow with us to contribute to our success. Growth is fostered through professional development and learning programs, as well as practical experience leading projects or teams. To support newly promoted leaders, we have implemented a leadership program specially designed to help them succeed in their expanded roles. Additionally, we provide leadership coaching opportunities through external partners. On an annual basis, our leadership team participates in a talent review and succession planning exercise to identify organizational needs, development opportunities, and potential future leaders. This enables us to identify the resources and skill sets needed to meet our growth objectives.

~~COMPENSATION PHILOSOPHY TO DRIVE HIGH PERFORMING TEAMS~~

~~Our human capital strategies, initiatives, and outcomes are reviewed on a regular basis with~~Director Burks (who joined our Board ~~to assure alignment with the Company’s overall business strategies. We continue to evaluate all reward-related strategies to remain competitive. At the direction of the organization~~in July 2022), and ~~compensation committee of~~Messrs. Ban, Ebeling, and Weatherby (who joined our ~~Board, we continue to partner with an independent consulting firm to assess the market competitiveness of our compensation programs and offerings. We believe strongly~~Company in providing employees the opportunity to participate as owners in the Company. All of our full-time employees are eligible to receive annual grants of stock awards, which may include stock options, restricted stock units, or performance share units, and can elect to participate in our employee stock purchase program. Additionally, beginning in fiscal 2022, we have incorporated a 401(k) employer match for all U.S.-based employees.

~~ENVIRONMENT~~

Inspire is committed to conducting its business in compliance with all applicable environmental laws and regulations and to reducing its impact on the environment wherever possible. Our products are typically single-use sterile devices which limits our ability to completely reduce our environmental footprint. Despite this, in furtherance of our commitment to the environment, we consider the following principles, among other things, when operating our business:

~~minimize our electrical consumption;~~

~~recycle, reuse, and reduce our use of resources such as paper, metal, wood products and electrical cabling;~~

~~utilize product packaging that incorporates recyclable materials and efficient design; and~~

~~evaluate the environmental policies and responsibilities of vendors and suppliers as part of our selection process.~~

We have not received any regulatory notices regarding material environmental issues in our history, nor are we aware of any regulatory notices or complaints raised regarding environmental matters against any of our suppliers in respect of the products we manufacture.

~~QUALITY MANAGEMENT SYSTEM; PRODUCT SAFETY~~

The effectiveness of our quality management system is evaluated and improved through the establishment of the quality policy and quality objectives, internal and external audits, identifying corrective and preventive actions, and analysis of data, including data collected during the manufacturing process, quality inspection, and post-market product surveillance. These inputs into the quality management system are then evaluated by senior management at meetings held as needed, but at a minimum, at least semi-annually. The goal of these meetings is to ensure that quality objectives are being met, that product risk is acceptable, and that the quality management system is effective in controlling product quality, safety, and effectiveness. Additionally, these meetings evaluate the effectiveness of our quality management system to support regulatory requirements.

Product safety and quality are priorities at Inspire. We have established processes that aim to ensure our quality management system meets or exceeds international regulatory requirements and standards. A risk-based approach is applied to control the processes of our quality management system and is applied throughout the product life-cycle, from design through commercialization and distribution. Continuous monitoring of product performance and safety in the field is a fundamental part of product risk management and development to ensure safe and effective products. Additionally, our quality management system requirements include reporting and communication with regulators to monitor and ensure the safety and effectiveness of our products.

In September 2021, we issued the Inspire Patient Experience Report which summarizes, among other things, the post-market surveillance system that we utilize to collect and analyze experiences about our products, patient satisfaction data, quality of life and compliance data, and surgical revision and device explant data. A copy of the Inspire Patient Experience Report is available in the “For Health Care Professionals” section of our website at ~~https://professionals.inspiresleep.com/~~June 2023). ~~Information on or accessible through our website is not incorporated by reference in this Proxy Statement.~~

~~PRIVACY AND DATA SECURITY~~

At Inspire, we recognize our data privacy responsibilities for managing employee data (including current, former, and prospective employees), customer data, as well as data collected when prospective patients and others visit our websites or call our advisor care program. We recognize the need to maintain the security and confidentiality of personally identifiable information, protected health information, and other protected data under the Privacy Act (together referred to as “sensitive data”) that we collect and use in connection with our business. Internally, Inspire protects data by:

1.	~~providing safeguard practices to ensure the security of personal information,~~

2.	~~protecting the information against loss or theft, and~~

3.	~~safeguarding the information from unauthorized access, disclosure, copying, use, or modification.~~

Inspire has established an incident response process that ensures that, should a data breach occur, the Company will notify all affected parties and individuals whose sensitive data may have been compromised. The notice will be accompanied by a description of actions being taken to mitigate any damage as a result of the data breach. Notices will be provided as expeditiously as possible. On our website, we provide transparency on what data we collect and how that data is used.

~~COMMITMENT TO IMPLEMENT LEADING DATA SECURITY SAFEGUARDS~~

Inspire has implemented cyber security measures intended to prevent, detect, and respond to malicious cyber activities that could adversely affect the confidentiality, integrity, or availability of Inspire’s, or our customers’ information or information systems. These measures include (a) security design and engineering for existing and emerging technologies, (b) awareness training, (c) identification of high value/risk information, (d) implementation of sophisticated monitoring capabilities, and (e) rapid incident response.

~~GOVERNANCE~~

Inspire is dedicated to corporate governance practices that are transparent, responsive to the interests of our stakeholders, and compliant with applicable laws and regulations. Inspire’s standards for corporate governance are established by law, regulation, and internal corporate documents and policies, including those discussed below.

Committee Charters and Corporate Governance Guidelines

Our Corporate Governance Guidelines, charters of the ~~audit committee, organization~~Audit Committee, Organization and ~~compensation committee~~Compensation Committee, and ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee and other corporate governance information are available under the Corporate Governance section of the Investors page of our website located at

www.inspiresleep.com

, or by writing to our Secretary at our offices at 5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416.

Code of Business Conduct and Ethics

We have adopted a ~~code~~Code of ~~business conduct and ethics (the “Code of Conduct”)~~Conduct that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of our Code of ~~Business~~ Conduct ~~and Ethics~~ is available under the Corporate Governance section of the Investors page of our website located at

www.inspiresleep.com

, or by writing to our Secretary at our offices at 5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form ~~8-K.~~8-K with the SEC.

Anti-Hedging Policy

Our Board ~~of Directors~~ has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers, and employees. The policy prohibits our directors, officers, and employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, short sales, and transactions in publicly traded options, such as puts, calls, and other derivatives involving our equity securities.

Communications with the Board

Any stockholder or any other interested party who desires to communicate with our Board, ~~of Directors,~~ our

Chair, our Lead Director, our non-management or independent directors or any specified individual director, may do so by directing such correspondence to the attention of the Secretary, Inspire Medical Systems, Inc., 5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416. The Secretary will forward the communication to the appropriate director or directors as appropriate.

Stockholder Engagement

At the request of the Board, and following the 2023 annual meeting, we engaged in a targeted stockholder outreach to hear perspectives from our stockholders on a range of issues including our governance structure. Our engagement team included our (i) Chief Financial Officer, (ii) SVP, General Counsel, Chief Compliance and Corporate Secretary and (iii) Vice President, Investor Relations. We held meetings with five of our top ten stockholders.

Provided below are highlights of the feedback we received from stockholders addressing our classified board structure, plurality voting for direction elections and supermajority voting requirements for certain changes to our governance documents. Across each of these governance topics, stockholders requested additional disclosure addressing the Board’s rationale and considerations for regular review of our governance structure.

Topic			What We Heard
Classified board structure			While most expressed a preference for annual director elections, we also heard from some stockholders that a classified board makes sense under certain circumstances.
Plurality voting for director elections			There was a general preference expressed for a majority standard for uncontested director elections, or, in the alternative, for the addition of a director resignation policy applicable to a director who fails to receive a majority of votes in an uncontested election.
Supermajority voting standards for certain changes to governance documents			There was a general preference expressed for a simple majority standard, except in circumstances where the provision provides protections for minority stockholders if a substantial or dominant stockholder exists.

BOARD CONSIDERATION AND RESPONSIVENESS

The Board reviewed the feedback from stockholders at its meeting in July 2023 and discussed the perspectives shared as well as trends in market practices. After extensive consideration, the Board determined to provide additional disclosure on the rationale for the current governance structure (which disclosure is provided in the “Corporate Governance” section of this Proxy Statement) and will be regularly revisiting and evaluating governance practices and potential modifications to ensure that the structure is appropriate for the Company’s circumstances and stage of growth and in the best interests of the Company and its stockholders.

Director Compensation

Non-Employee Director Compensation Policy

We maintain a compensation policy that provides cash and equity compensation to our non-employee directors for their service on the Board and its committees as discussed below. On a periodic basis, the Organization and Compensation Committee reviews the policy to ensure that the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties and to compensate our directors fairly for their services, and to determine whether any recommendations for adjustment should be made to the Board. The review includes the consideration of qualitative and comparative factors. To ensure directors are compensated relative to the scope of their responsibilities, the Organization and Compensation Committee considers: (1) the time and effort involved in preparing for Board and committee meetings and the additional duties assumed by committee chairs and our chair; (2) the risks associated with fulfilling fiduciary duties; and (3) the compensation paid to directors at the same peer group of companies used to assess the competitiveness of our executive compensation programs. All cash and equity awards granted under the non-employee director compensation policy will be granted under, and subject to the limits of, the Inspire Medical Systems, Inc. 2018 Incentive Award Plan (“2018 Plan”).

On April 27, 2023, the Board approved changes to the 2023 compensation for our non-employee directors upon the recommendation of the Organization and Compensation Committee and our independent compensation consultant in order to maintain the competitiveness of our director compensation program with our peers. As a result, the general annual Board retainer was increased to $50,000 and the equity retainer was changed from a combination of stock options and restricted stock units (“RSUs”) to be comprised of solely RSUs.

Cash Compensation.Under the policy last amended April 27, 2023, each of our non-employee directors is eligible to receive an annual retainer of $50,000. Our non-employee directors are also eligible to receive additional annual retainers as follows:

the chair of the Board receives an additional annual cash retainer of $50,000;

the chair of the Audit Committee receives an additional annual cash retainer of $20,000, and the non-chair members of that committee receive an additional annual cash retainer of $10,000;

the chair of the Organization and Compensation Committee receives an additional annual cash retainer of $15,000, and the non-chair members of that committee receive an additional annual cash retainer of $7,500; and

the chair of the Nominating and Corporate Governance Committee receives an additional annual cash retainer of $15,000, and the non-chair members of that committee receive an additional annual cash retainer of $7,500.

The cash retainers are paid quarterly following the completion of each calendar quarter. The Board may, in its discretion, permit a non-employee director to elect to receive any portion of the annual cash retainer in the form of fully vested and unrestricted shares of common stock in lieu of cash.

Equity Compensation.In addition to the cash compensation described above, each of our non-employee directors is eligible to receive an award of stock options as compensation for his or her service on the Board. Upon a director’s initial election or appointment to the Board, such director will receive an award of RSUs having a grant date fair value of $270,000, which award will vest in three equal installments following the grant date. On an annual basis thereafter, each non-employee director is eligible to receive an award of RSUs having a grant date fair value of $180,000, which award will vest on the first anniversary of the grant date. The initial and annual awards will be subject to the director’s continuing service through the applicable vesting dates. All initial and annual awards will vest in full immediately prior to the occurrence of a Change in Control (as defined in the 2018 Plan).

Director Compensation Table for Fiscal 2023

The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2023:

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽²⁾⁽⁵⁾	Total ($)
Shelley G. Broader	63,379⁽¹⁾	180,000	243,379
Cynthia B. Burks	55,879	180,000	235,879
Myriam J. Curet, M.D.⁽³⁾	1,563	270,000	271,563
Gary L. Ellis	63,379⁽¹⁾	180,000	243,379
Georgia Garinois-Melenikiotou	58,379⁽¹⁾	180,000	238,379
Jerry C. Griffin, M.D.	55,879	180,000	235,879
Dana G. Mead, Jr.	58,379	180,000	238,379
Shawn T McCormick	68,379	180,000	248,379
Marilyn Carlson Nelson	95,137⁽¹⁾	180,000	275,137
Charisse Y. Sparks, M.D.⁽⁴⁾	31,348⁽¹⁾	180,000	211,348
Casey M. Tansey	55,879⁽¹⁾	180,000	235,879

(1)

Each of Ms. Broader, Mr. Ellis, Ms. Garinois-Melenikioutou, Ms. Nelson, Dr. Sparks, and Mr. Tansey elected to receive such amounts, or a portion of such amounts, in the form of fully vested shares of our common stock in lieu of cash payment, which resulted in the issuance of 306 shares of our common stock to Ms. Broader, 306 shares of our common stock to Mr. Ellis, 282 shares of our common stock to Ms. Garinois-Melenikioutou, 464 shares of our common stock to Ms. Nelson, 126 shares of our common stock to Dr. Sparks, and 270 shares of our common stock to Mr. Tansey. Due to a clerical error in which the April 2023 increase to the annual cash retainer to $50,000 was not taken into account for purposes of determining the number of such shares to be issued to electing directors, such electing directors were not issued the full number of shares to which they were entitled with respect to the second and third quarters in 2023. As a result, on January 16, 2024, each of Ms. Broader, Mr. Ellis, Ms. Garinois-Melenikioutou, Ms. Nelson, Dr. Sparks, and Mr. Tansey were issued an additional number of true-up shares equal to the remaining number of shares to which they were respectively entitled with respect to the second and third quarters of 2023.

(2)

Amounts reflect the full grant date fair value of restricted stock units granted during fiscal 2023 computed in accordance with ASC 718, rather than the amounts paid to or realized by the named director. We provide information regarding the assumptions used to calculate the value of all restricted stock units in Note 6 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The table below shows the aggregate numbers of unvested restricted stock units held as of December 31, 2023 by each director who was serving as of December 31, 2023.

Name			Unvested Restricted Stock Units
Shelley G. Broader			669
Cynthia B. Burks			669
Myriam J. Curet, M.D.			1,384
Gary L. Ellis			669
Georgia Garinois-Melenikiotou			669
Jerry C. Griffin, M.D.			669
Dana G. Mead, Jr.			669
Shawn T McCormick			669
Marilyn Carlson Nelson			669
Casey M. Tansey			669

(3)	Dr. Curet commenced service as a member of the board on December 21, 2023.

(4)	Dr. Sparks resigned from the Board effective July 27, 2023 in connection with her appointment as the Company’s Chief Medical Officer.

(5)	No stock options were granted to our non-employee directors during 2023. The table below shows the aggregate numbers of stock option awards (exercisable and unexercisable) held as of December 31, 2023 by each director who was serving as of December 31, 2023.

Name			Number of Shares of Common Stock Underlying Options Outstanding at Fiscal Year End
Shelley G. Broader			5,531
Cynthia B. Burks			1,823
Myriam J. Curet, M.D.			—
Gary L. Ellis			11,180
Georgia Garinois-Melenikiotou			4,974
Jerry C. Griffin, M.D.			14,784
Dana G. Mead, Jr.			27,784
Shawn T McCormick			38,821
Marilyn Carlson Nelson			23,060
Casey M. Tansey			27,784

PROPOSAL NO. 2

Ratification of Appointment of Independent Registered Public Accounting Firm

Appointment of Independent Registered Public Accounting Firm

The Audit Committee appoints our independent registered public accounting firm. In this regard, the Audit Committee evaluates the qualifications, performance, and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge, and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. Ernst & Young LLP has served as our independent registered public accounting firm since 2015. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the Audit Committee has appointed Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2024.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and it is a good corporate governance practice. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

RECOMMENDATION OF THE BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024

Audit, Audit-Related, Tax, and All Other Fees

The table below sets forth the aggregate fees billed to Inspire for services related to the fiscal years ended December 31, 2023 and 2022, respectively, by Ernst & Young LLP, our independent registered public accounting firm.

	Year Ended December 31,
	2023	2022
Audit Fees⁽¹⁾	$538,100	$561,000
Audit-Related Fees⁽²⁾	28,000	22,000
Tax Compliance and Preparation Services⁽³⁾	84,053	69,953
Other Tax Services⁽⁴⁾	252,432	252,763
All Other Fees⁽⁵⁾	2,000	1,965
Total	904,584	907,681

(1)

Audit Fees for both years presented consist of fees billed for professional services by Ernst & Young LLP for the audit of our annual financial statements, related services that are normally provided in connection with statutory and regulatory filings or engagements, and, in fiscal 2022 only, fees in connection with our follow-on offering.

(2)	Audit-Related Fees for both years consist of fees billed by Ernst & Young LLP for an audit of the Company’s 401(k) plan.

(3)	Tax Compliance and Preparation Services Fees consist of fees for professional tax-related services, including preparing original and amended tax returns and refund claims, and tax payment planning performed by Ernst & Young LLP.

(4)	Other Tax Services consist of fees billed by Ernst & Young LLP for tax advice, planning, and consulting.

(5)	All Other Fees consist of an online accounting research tool subscription.

Pre-Approval Policies and Procedures

The formal written charter for our Audit Committee requires that the Audit Committee pre-approve all audit and non-audit services provided to us by our independent registered public accounting firm, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Audit Committee or if such service falls within available exceptions under SEC rules.

The Audit Committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. This pre-approval policy generally provides that the Audit Committee will not engage the independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee or (ii) entered into pursuant to the pre-approval policies and procedures described in the pre-approval policy. Unless a type of service to be provided by our independent registered public accounting firm has received this latter general pre-approval under the pre-approval policy, it requires specific pre-approval by the Audit Committee.

On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by the Company’s independent registered public accounting firm without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. Any member of the Audit Committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the Audit Committee requires pre-approval for such additional services or such additional amounts.

The services provided to us by Ernst & Young LLP in fiscal 2022 and fiscal 2023 were provided in accordance with our pre-approval policies and procedures, as applicable.

Audit Committee Report

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “Corporate Governance— Audit Committee.” Under the Audit Committee charter, management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and Ernst & Young LLP, as the Company’s independent registered public accounting firm, the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in its Annual Report on

Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Shawn T McCormick (Chair)

Georgia Garinois-Melenikiotou

Dana G. Mead, Jr.

Executive Officers

The table below identifies and sets forth certain biographical and other information regarding our executive officers as of March 19, 2024. There are no family relationships among any of our executive officers or directors.

Executive Officer	Age	Position	In Current Position Since
Timothy P. Herbert	61	Chief Executive Officer, President, and Director	2007
Richard J. Buchholz	56	Chief Financial Officer	2014
Randall A. Ban	59	Chief Commercial Officer	2009
Philip J. Ebeling	54	Chief Operating Officer	2020
Steven L. Jandrich	57	Vice President, Human Resources	2017
Bryan K. Phillips	52	Sr. General Counsel, Secretary, and Chief Compliance Officer	2021
John C. Rondoni	44	Chief Technology Officer	2022
Charisse Y. Sparks, M.D.	61	Chief Medical Officer	2023
Carlton W. Weatherby	39	Chief Strategy Officer	2023

See page 12 of this Proxy Statement for Timothy P. Herbert’s biography.

			Richard J. Buchholz has served as our Chief Financial Officer since May 2014. Prior to joining us, Mr. Buchholz served as the Chief Financial Officer, Secretary, and Treasurer at superDimension, Ltd., a medical device manufacturer (which was acquired by Covidien plc in 2012), from 2006 to 2013. Mr. Buchholz holds a B.B.A. from the University of Wisconsin, Eau Claire and is a Certified Public Accountant (inactive).
			Randall A. Ban has served as our Chief Commercial Officer since July 2019. Prior to that, he served as our Senior Vice President, Sales and Marketing from 2009 to December 2018, and as Senior Vice President, Global Sales and Marketing from December 2018 to July 2019. Before joining us, he served as Vice President of Global Marketing, Cardiac Rhythm Management at Boston Scientific. From 1994 to 2008, Mr. Ban worked in a variety of sales and marketing leadership positions while at Guidant Corporation (Guidant was acquired by Boston Scientific in 2006). He began his career at Eli Lilly and Company in 1990. Mr. Ban holds a B.S. in marketing and an M.B.A., both from Indiana University.
			Philip J. Ebeling has served as our Chief Operating Officer since June 2020. Prior to joining Inspire, he worked for Abbott Laboratories, a medical device company, as Vice President and Chief Technology Officer in the Cardiovascular and Neuromodulation Division from 2017 to 2018. From 2016 to 2017, Mr. Ebeling was Chief Technology Officer of St. Jude Medical, Inc., a medical device company that was acquired by Abbott Laboratories in 2017. Prior to that, Mr. Ebeling served in various other roles at St. Jude Medical, Inc., including Senior Vice President, Research and Development in the Cardiovascular and Electrophysiology Division from 2012 to 2016 and Vice President of Research and Development for the Cardiovascular Division from 2008 to 2011. Before joining St. Jude Medical in 2008, Mr. Ebeling spent 12 years at Boston Scientific Corporation where he held numerous positions including Director of Program Management—Risk Management. Mr. Ebeling has a B.S. in Chemical Engineering from the University of Minnesota and an M.B.A. from the University of St. Thomas. He is a member of the National Society of Professional Engineers.
			Steven L. Jandrich has served as our Vice President, Human Resources since September 2017, and as our Chief Compliance Officer from 2017 to January 2021. Mr. Jandrich served as Vice President, Human Resources for Link Snacks, Inc., a multinational retail snack producer from 2015 to 2017. From 2001 through 2015, Mr. Jandrich held several leadership positions at St. Jude Medical which included Vice President Human Resources, leading the International Division's human resources and commercial operations functions through rapid development. Mr. Jandrich holds a B.A. and an M.B.A. from the University of St. Thomas.

			Bryan K. Phillips has served as our Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary since January 2021. From December 2019 to January 2021, Mr. Phillips served as Chief Legal Officer of Cerevel Therapeutics Holdings, Inc., a publicly traded clinical-stage biopharmaceutical company that researches and develops therapies intended to treat central nervous system disorders. Previously, he held various roles over a 14-year period at Surmodics, Inc., a publicly traded medical technology company, including its Senior Vice President, Legal and Human Resources, General Counsel, and Secretary. Mr. Phillips also previously served as patent counsel at Guidant Corporation’s Cardiac Rhythm Management Group (now part of Boston Scientific). He began his legal career at a Minneapolis-based intellectual property law firm and earned a B.S. in mechanical engineering from the University of Kansas and a J.D. from the University of Minnesota Law School.
			John C. Rondoni has served as our Chief Technology Officer since May 2022. He has over 20 years of experience in the development of implantable medical devices and digital health systems. Since joining Inspire in 2008, Mr. Rondoni has served in product, clinical, and business development roles in the U.S. and internationally, including Senior Vice President, Research and Development, Vice President, Product Development, Information Security and Vice President, Product Development, Operations and Quality. Before joining Inspire, he worked on peripheral and central neuromodulation therapies at Medtronic, Inc., holding technical, project, and therapy leadership positions. At Medtronic, he led systems engineering for the development and commercial launch of the InterStim II platform. Mr. Rondoni is listed as an inventor on over 90 U.S. patents; he holds a B.S. and M.Eng. from the Massachusetts Institute of Technology.
			Charisse Y. Sparks, M.D. has served as Chief Medical Officer since July 2023. In addition, Dr. Sparks served on Inspire’s Board from July 2022 until her appointment as Chief Medical Officer in July 2023, including as a member of the Nominating and Corporate Governance Committee. Previously, Dr. Sparks served as Chief Medical Officer of AppliedVR, Inc., a privately-held company focused on virtual reality-based treatments that addresses the complexity of pain and other conditions, from February 2022 to April 2023. Prior to this and since 2016, she held various roles at DePuy Synthes, Inc., an orthopedics company, and a member of the Johnson & Johnson family of companies, including as Vice President / Integrated Leader of Trauma, CMF, and Biomaterials from September 2018 to February 2022. Dr. Sparks holds a B.S. from Wichita State University and a M.D. from the University of Kansas School of Medicine. She completed her residency in orthopedics at the University of Arkansas Medical School and followship in orthopedic trauma at Harvard Medical School.
			Carlton W. Weatherby has served as Chief Strategy Officer since July 2023. Prior to this, he served as Vice President and General Manager of Medtronic’s Spine & Biologics Business since 2021. Medtronic is a medical technology company. Prior to this, Mr. Weatherby served as Vice President of Strategic Sales and held various roles in corporate development since joining Medtronic in 2011. Mr. Weatherby received his B.A. in Human Biology from Stanford University and his M.B.A. from Harvard Business School.

PROPOSAL NO. 3

Approval, On An Advisory (Non-Binding) Basis, Of The Compensation Of Our Named Executive Officers

Background

As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement. This proposal (the “Say-on-Pay Vote”), and commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. The Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. At our 2020 annual meeting of stockholders, our stockholders recommended, on an advisory basis, that the stockholder vote on the compensation of our NEOs occur every year. In light of the foregoing recommendation, the Board determined to hold a “say-on-pay” advisory vote every year. Accordingly, our next advisory say-on-pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2025 annual meeting of stockholders. At our 2023 annual meeting of stockholders, approximately 89% of the votes cast on the say-on-pay proposal were voted “FOR” the proposal.

We encourage our stockholders to review the “Executive Compensation” section of this Proxy Statement for more information.

As an advisory approval, this proposal is not binding upon us or our Board of Directors. However, the Organization and Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and Organization and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our NEOs. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of Inspire Medical Systems, Inc. approve, on an advisory basis, the fiscal 2023 compensation of Inspire Medical Systems, Inc.’s named executive officers as described in the “Executive Compensation” section and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Inspire Medical Systems, Inc.’s Proxy Statement for the 2024 Annual Meeting of Stockholders.”

RECOMMENDATION OF THE BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RESOLUTION TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR NEOS.

Executive Compensation

Compensation Discussion and Analysis

EXECUTIVE SUMMARY

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of the compensation awarded to or earned by our named executive officers (“NEOs”) identified below during fiscal ~~2021.~~2023. The following discussion and analysis details the Company’s philosophy and policies regarding executive compensation, the process that is used to set executive compensation within the Company, the elements of the executive compensation program, and other elements and aspects of our executive compensation program. In fiscal ~~2021,~~2023, our “named executive officers” were as follows:

Timothy P. Herbert, who served as President and ~~Chief Executive Officer;~~CEO

Richard J. Buchholz, who served as Chief Financial ~~Officer;~~Officer

Randall A. Ban, who served as Chief Commercial ~~Officer;~~Officer

Philip J. Ebeling, who served as Chief Operating ~~Officer; and~~Officer

~~Bryan K. Phillips; our Senior Vice President, General Counsel, Secretary, and~~Carlton W. Weatherby, who served as Chief ~~Compliance Officer. Mr. Phillips joined the Company effective January 19, 2021.~~Strategy Officer (who commenced employment with us on July 24, 2023)

FISCAL ~~2021~~2023 KEY BUSINESS HIGHLIGHTS

We had a strong year in fiscal ~~2021,~~2023, with outstanding financial results and excellent progress in our product development ~~programs, despite the effects of the COVID-19 pandemic.~~programs. Key highlights include the following:

Revenue increased ~~$118.0~~$216.9 million, or ~~102%~~53%, to ~~$233.4~~$624.8 million, for fiscal ~~2021,~~2023, compared to ~~$115.4~~$407.9 million for fiscal ~~2020. Revenue~~2022. Overall revenue growth was primarily due to increased market penetration in existing territories, expansion into new territories, and, we believe, increased physician and patient awareness of our Inspire ~~system.~~system, and to a lesser extent, a list price increase that began to impact some customers in May 2022.

Over the last several years, we have been executing a strategy to expand our capacity to meet the significant demand that we believe exists for Inspire therapy. In executing this strategy, during fiscal ~~2021:~~2023, we activated 280 new U.S. implanting centers (bringing the total to 1,180 U.S. medical centers implanting Inspire therapy) and created 62 new U.S. sales territories (bringing the total to 287 U.S. sales territories).

–	we activated 259 new U.S. implanting centers (bringing the total to 684 U.S. medical centers implanting Inspire therapy) and created 50 new U.S. sales territories (bringing the total to 157 U.S. sales territories); and

–	~~We signed an exclusive distribution agreement for the commercialization of Inspire therapy in Japan.~~

~~Continued~~We continued to make significant progress in our efforts to develop and bring to market new products and features that are intended to improve patient outcomes and the overall functionality of Inspire therapy. In this regard, during fiscal ~~2021, we received approval from the U.S. Food and Drug Administration (“FDA”) for:~~2023, we:

–	~~an improved surgical procedure for~~received approval from the FDA to offer Inspire therapy ~~that only requires two incisions, which reduces average procedure time by approximately 30%;~~to certain pediatric patients with Down syndrome;

–	~~a new~~received approval from the FDA on an expanded indication, including an increase on the upper limit of the Apnea Hypopnea Index to 100 events per hour from 65, and an increase in the Body Mass Index warning in the labeling to 40 from 32;

–	submitted the pre-market approval supplement application for our next generation Inspire ~~physician programmer platform;~~therapy neurostimulator to the FDA; and

–	received FDA approval for the ~~Inspire Bluetooth®-enabled patient remote control.~~SleepSync™ physician programmer.

Continued to achieve success in gaining additional commercial insurance coverage, having now secured positive policies with over 60 payors, including most large national commercial insurers, encompassing approximately 260 million lives under policy.

~~We achieved significant therapy utilization milestones, including the 20,000th patient to receive Inspire therapy.~~

KEY ASPECTS OF ~~2021~~2023 EXECUTIVE COMPENSATION: STRONG PERFORMANCE ORIENTATION

~~Delivered Very Strong~~ Stock Price Performance and Total Shareholder Return

As shown in the graphic below, our Total Shareholder Return (“TSR”) for ~~2021~~2023 was ~~22.4%~~-19.2%, and our cumulative TSR since our May 2018 IPO through the end of fiscal ~~2021~~2023 was ~~821.7%~~714.4%, outperforming relevant ~~indices.~~indices overall since our IPO.

*	TSR was calculated assuming 1-trading day averaging periods and reinvested dividends.

**	The Company completed its ~~initial public offering~~IPO in May 2018.

Substantial Majority of Compensation, ~~Total and Equity,~~ is Variable and At-Risk; ~~Added~~Continued to Utilize Performance ~~Share~~Stock Units~~in 2022~~

Compensation ~~Philosophy.~~ Philosophy Based on Pay for Performance. Our compensation philosophy is performance-based and focuses on aligning the financial interests of our executive officers with those of our stockholders. Generally, this is accomplished by placing a substantial portion of our executive officers’ total compensation “at risk.” We consider compensation to be “at-risk” if it is subject to achievement of meaningful pre-set, objective financial or operating goals, such as in our ~~annual~~cash-based management incentive program, or if it depends on stock price appreciation or value, as in our long-term incentive program.

Consistent with the market practice of similar, ~~newly-public~~newly public companies in our industry, and in order to focus executives on growth and increasing stockholder value at our early stage of development, our long-term incentive (“LTI”) program ~~has~~ historically consisted solely of stock options. In our view, stock options are simple and inherently performance-based, requiring stock price appreciation before there is any ~~real~~ value earned.

Performance Stock Units. ~~In addition, as~~As the Company has continued to evolve and mature following its IPO in 2018, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee has correspondingly sought to evolve the executive compensation program as appropriate for a company of our stage of development and size. In particular, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee is in the midst of a multi-year plan to transition the amounts and forms of compensation to those aligned with public companies, including those in our peer group, by having a more typical, regular program of equity grants.

In the first quarter of 2022, the organization and compensation committee, with the assistance of its independent compensation consultant, took the first step toward growing the performance nature of long-term incentive equity

~~grants by introducing grants of~~In this regard, beginning in 2022, the Organization and Compensation Committee introduced performance stock units ~~or PSUs.~~(“PSUs”) as a component of our LTI program. The performance-based metrics associated with these awards, in conjunction with the proportion of total compensation that was variable and at-risk, further enhanced the link between pay and performance for ~~the Chief Executive Officer (“CEO”) and~~our executive officers, as well as strengthened the alignment of ~~the~~their interests ~~of the executive officers~~ with those of our stockholders.

As shown in the graphic below, in fiscal ~~2021, 88%~~2023, approximately 91% of our CEO’s target total direct compensation was variable and at-risk compensation, and on average, approximately 81% of the target total direct compensation of our other ~~named executive officers~~NEOs was variable and at-risk.

(1)

The total direct compensation of our ~~executive officers~~NEOs as reflected in the above graphic differs from the total in the “Summary Compensation Table” because it (a) reflects base salaries approved by the Organization and Compensation Committee, including promotion adjustments, with respect to Mr. Weatherby, (b) only includes cash incentive opportunity ~~at-goal,~~at “target”, rather than actual payout, and (c) includes the aggregate grant date fair value of stock options and PSUs granted ~~in February 2022~~during fiscal 2023, as discussed in the section entitled “Long-term Incentives” below, and excludes all other amounts. The February 2022 PSU awards are used in the target total direct compensation this year because there were no annual LTI awards granted in fiscal 2021 due to the grant-timing shift as discussed in the section entitled “Long-term Incentives” below. The organizationOrganization and ~~compensation committee~~Compensation Committee views target total direct compensation as a useful measure of pay because it reflects the intended aggregate value of key elements of pay at the time the pay decision is made.

The performance-based metrics and the proportion of total compensation that was variable and at-risk further enhanced the link between pay and performance for the CEO and ~~executive officers~~other NEOs and strengthened the alignment of the interests of our ~~executive officers~~NEOs with those of our stockholders. See the following pages for more details on the elements of our compensation program.

Short-Term Annual Cash Incentive: Rigorous, Pre-Set Financial, Operating, and Regulatory/Product Development Goals, Strong Performance Achievement, and Annual Incentive Plan Payouts Reflecting Pay for Performance Alignment

At the outset of ~~2021,~~2023, we established goals for the ~~Revenue, Operating Loss, Global Insurance Reimbursement Approvals,~~revenue, operating income or loss, global insurance reimbursement approvals, and ~~Regulatory~~regulatory and ~~Product Development~~product development objectives metrics under our annual cash Management Incentive ~~Program.~~Program (“MIP”). These objectives were rigorous, aggressive, and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks. The revenue target represented a ~~72%~~52% increase over the prior year’s actual results, reflecting our ambitious business and operational plans for the year. In order to earn any payout with respect to this most heavily weighted goal, a minimum of ~~80%~~90% of target performance had to be achieved. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee also set similarly challenging targets and threshold levels for the other performance metrics and evaluated performance achievement relative to the goals.

I. ~~Compensation Philosophy and Objectives~~COMPENSATION PHILOSOPHY AND OBJECTIVES

~~The Company~~Inspire Medical Systems, Inc. is a medical technology company focused on the development and commercialization of innovative, minimally invasive solutions for patients with obstructive sleep apnea. We believe that for us to be successful, we must hire and retain highly-skilled and experienced people who can continue to develop and execute our strategy, innovate our products and services and lead our team.

Our compensation philosophy is performance-based and focuses on aligning the financial interests of our executive officers with those of our stockholders. Generally, this is accomplished by placing a substantial portion of our executive officers’ total compensation “at risk,” while providing overall compensation opportunities that are comparable to market levels. With this in mind, our executive compensation programs are designed to:

attract, motivate, reward, and retain employees at the executive level who contribute to our long-term success;

link pay to performance;

effectively align our executives’ interests with those of our stockholders, in part by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders;

align our performance metrics with our corporate strategy and the achievement of our business objectives; and

provide compensation packages to our executives that are fair and competitive with the market.

~~EXECUTIVE COMPENSATION GOVERNANCE HIGHLIGHTS~~Executive Compensation Governance Highlights

We are committed to having strong governance standards with respect to our compensation programs, procedures, and practices. Our key compensation practices include the following:

✔

We emphasize performance-based, at-risk compensation.

✘

We do not provide any compensation-related excise tax gross-ups.

✔

We deliver rewards that are based on the achievement of long-term objectives and the creation of stockholder value.

✘

We do not provide significant perquisites.

✔

We provide a mix of short-term and long-term incentive compensation to promote executive retention and reward exceptional performance.

✘

We do not encourage unnecessary risk-taking as a result of our compensation policies.

✔

We engage an independent compensation consultant to advise our ~~organization~~Organization and ~~compensation committee~~Compensation Committee and management.

✘

We do not guarantee annual salary increases or bonuses.

✔

We consider stockholder input in evaluating the design of our executive compensation and the compensation decisions for each of the ~~named executive officers.~~NEOs.

✘

We do not have contracts that guarantee employment with any executives (all employment is terminable at will).

✔

We develop a peer group of companies based on industry, revenue, stage, and market capitalization to reference for compensation decisions.

✘

We prohibit employees and non-employee directors from engaging in hedging ~~pledging or~~and short sale transactions in Company securities.

✔

We have ~~double trigger~~double-trigger vesting on equity and severance in the event of a change of control.

~~II. Process for Determination~~Role of Organization and Compensation

~~ROLE OF ORGANIZATION AND COMPENSATION COMMITTEE~~ Committee

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee establishes our compensation philosophy and objectives, determines the structure, components, and other elements of executive compensation, and reviews and approves the compensation of the ~~named executive officers~~NEOs or recommends it for approval by the Board. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee structures the executive compensation program to accomplish its articulated objectives in light of the compensation philosophy described above.

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee obtains input from executive officers regarding the annual operating plan, including the ~~expected~~ range of financial and operating results and the potential opportunities and risks that could impact those results. Based on this information, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee establishes the performance-based metrics and targets used in connection with our performance-based annual cash incentives and

our performance-based equity grants (as discussed below). For each metric, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee sets appropriate threshold and maximum levels of performance designed to motivate achievement without incentivizing excessive risk-taking. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of stockholder value, and to determine whether any changes would be appropriate.

After the end of the annual or long-term performance period, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee evaluates achievement relative to the performance targets, and determines corresponding payouts earned. With the input of the CEO, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee also establishes the compensation for all the other executive officers.

~~ROLE OF THE EXECUTIVE OFFICERS~~Role of the Executive Officers

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee works with our CEO to set the target total direct compensation of each of our ~~named executive officers~~NEOs other than with respect to his own compensation. As part of this process, our CEO evaluates each other ~~named executive officer,~~NEO, determines his recommendations about the target compensation of each such ~~named executive officer,~~NEO, and delivers his evaluations and compensation recommendations to the ~~organization~~Organization and ~~compensation committee.~~Compensation Committee. The ~~committee~~Organization and Compensation Committee gives significant weight to the recommendations of the CEO in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the performance of the business. Nevertheless, the ~~committee~~Organization and Compensation Committee makes the ultimate determination regarding the compensation of the ~~executive officers.~~NEOs.

When the ~~organization~~Organization and ~~compensation committee~~Compensation Committee discusses and formulates the compensation recommendation for our CEO, he does not play any role with respect to any matter affecting his own compensation and is not present.

To design and develop the compensation program, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee coordinates with the Vice President, Human Resources, and collaborates with the finance and legal teams as appropriate. This group supports the ~~organization~~Organization and ~~compensation committee~~Compensation Committee through the preparation of analyses of financial data, peer comparisons, and other materials, and helps to implement the committee’s decisions.

~~ROLE OF COMPENSATION CONSULTANT~~Role of Compensation Consultant

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and has the authority to retain an independent compensation consultant to assist it in carrying out its responsibilities and duties.

Since 2017, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee has engaged Aon’s Human Capital Solutions practice, a division of Aon plc, as its independent compensation consultant for compensation decisions. Aon reported directly to the ~~organization~~Organization and ~~compensation committee,~~Compensation Committee, and the ~~organization~~Organization and ~~compensation committee~~Compensation Committee has the sole authority to retain, terminate, and obtain the advice of Aon at the Company’s expense.

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee worked with Aon to develop a peer group, provide a competitive market analysis of the base salary, annual cash incentive awards, and long-term incentive compensation of our ~~executive officers~~NEOs compared against the compensation peer group, report on share utilization, and review other market practices and trends.

Although the ~~organization~~Organization and ~~compensation committee~~Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee made its own independent decisions in determining our executives’ compensation.

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee assessed the independence of Aon pursuant to SEC and NYSE rules. In doing so, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee considered each of the factors set forth by the SEC and NYSE with respect to a compensation consultant’s independence. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee also considered the nature and amount of work performed for the ~~organization~~Organization and ~~compensation committee~~Compensation

Committee and the fees paid for those services in relation to the firm’s total revenues. On the basis of its consideration of the foregoing and other relevant factors, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee concluded that Aon was independent and that there were no conflicts of interest.

~~COMPENSATION PEER GROUP AND PEER SELECTION PROCESS~~Compensation Peer Group and Peer Selection Process

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee believes that obtaining relevant market and benchmark data is of paramount importance in ~~the~~its executive compensation ~~determination.~~determinations. Such information provides helpful context and a solid reference point when making compensation decisions, though unique aspects of the Company and our business may ultimately drive compensation decisions that differ from our peers. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies. This information is derived from public filings and other sources when making decisions about the structure and component mix of our executive compensation program.

The ~~organization~~Organization and ~~compensation committee,~~Compensation Committee, with the assistance of Aon, developed a peer group using criteria designed to identify companies that reflect our size (measured by revenue, market capitalization, number of employees, and other size measures) and business profile (generally medical device companies). Based on these criteria, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee approved the following peer ~~group:~~group for 2023:

Abiomed, Inc.⁽¹⁾		~~Accelerate Diagnostics,~~Inari Medical, Inc.		~~Glaukos Corporation~~Nevro Corp.		~~OraSure Technologies, Inc.~~
	~~AtriCure,~~Atricure, Inc.		~~Globus Medical, Inc.~~Insulet Corporation⁽¹⁾		Penumbra, Inc.
	~~Atrion Corporation~~		~~Intersect ENT, Inc.~~		~~STAAR Surgical Company~~
	~~AxoGen,~~Axonics Modulation Technologies Inc.		iRhythm Technologies, Inc.		~~Surmodics,~~Shockwave Medical, Inc.
	Cardiovascular Systems, Inc.		LeMaitre Vascular, Inc.		~~Tactile Systems Technology,~~Silk Road Medical, Inc.
CareDx, Inc.
	~~CareDx, Inc.~~Masimo Corporation⁽¹⁾		STAAR Surgical Company
Glaukos Corporation		Mesa Laboratories, Inc.		Tandem Diabetes Care, Inc.
	~~Cerus Corporation~~Globus Medical, Inc.		~~Nevro Corp.~~Natera, Inc.⁽¹⁾

(1)	AxoGen, Inc., Inogen, Inc., Surmodics, Inc. and Tactile Systems Technology, Inc. were removed from peer group and Abiomed, Inc., Insulet Corporation, Masimo Corporation, and Natera, Inc. were added to peer group for 2023 as compared to 2022.

The following table summarizes our scale relative to our peer group. Financial data reflects fiscal year-end data available as of July ~~26, 2021.~~2022.

2021 Peer Group Comparison

Revenue

Market Cap

Employees

25th Percentile

$147.4

$1,339.4

441

Median

$225.7

$2,758.1

614

75th Percentile

$314.0

$4,767.4

867

	Peer Group Comparison
	Revenue	Market Cap	Employees
25th Percentile	$244.3	$1,515.3	675
Median	$307.4	$3,372.7	838
75th Percentile	$748.8	$5,170.3	2,052
Inspire Medical Systems	$262.4	$5,019.0	725

(1)	All dollar amounts in millions.

(2)	Data source: S&P Capital IQ.

Consistent with best practices for corporate governance, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee reviews our peer group at least annually. In addition to the selected peer group, as discussed above, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee references general and specific industry surveys from other sources.

With the assistance of Aon, the ~~committee~~Organization and Compensation Committee uses data from the peer group to establish a market reference for each executive position. For fiscal ~~2021,~~2023, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee determined that the appropriate market reference continues to be the market 50th percentile, and that an ~~executive officer’s~~NEO’s target and actual total direct compensation may be above or below this reference depending on individual factors and performance. We do not formally set total compensation, or any specific element of compensation, at a specific percentile of the peer ~~groups~~group for that position. Instead, the market data is used as a reference point to provide information on the range of competitive pay levels and current compensation practices in our industry.

In May 2018, we completed our ~~initial public offering.~~IPO. As the Company has continued to evolve and mature following its IPO, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee has correspondingly sought to evolve the executive compensation program as appropriate for a company of ~~Inspire Medical’s~~Inspire’s stage of development and size. In particular, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee is in the midst of a multi-year plan to transition the amounts and forms of compensation from those more typical of a private company to those aligned with public companies, including the Company’s peer group.

In the first quarter of 2022, the ~~organization~~Organization and ~~compensation committee,~~Compensation Committee, with the assistance of its independent compensation consultant, took the first step toward growing the performance nature of long-term incentive equity grants by introducing grants of performance stock units, or PSUs. The performance-based metrics, in conjunction with the proportion of total compensation that was variable and at-risk, further enhanced the link between pay and performance for the CEO and ~~executive officers,~~other NEOs, as well as strengthened the alignment of the interests of the ~~executive officers~~NEOs with those of our stockholders.

~~STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION~~Stockholder Input on Executive Compensation

At last year’s annual meeting, ~~over 90%~~89% of the votes cast on the ~~2021~~2023 “say-on-pay vote” were voted in favor of the proposal. We have considered the ~~2021~~2023 say-on-pay vote and we believe that the overwhelming support of our stockholders for the ~~2021~~2023 say-on-pay vote indicates that our stockholders are generally supportive of our approach to executive compensation.

We are committed to ongoing engagement with our investors on all appropriate matters, including executive compensation and governance. Following the advisory votes at the Annual Meeting, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee has considered stockholder input in evaluating the design of our executive compensation and the compensation decisions for each of the ~~named executive officers.~~

NEOs.

~~III. Elements of our Executive Compensation Program~~OUR EXECUTIVE COMPENSATION PROGRAM

In order to achieve our objectives, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee utilizes the components of compensation set forth below. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee regularly reviews all components of the program in order to verify that each component is aligned with our strategy and ensure that each ~~executive officer’s~~NEO’s total compensation is consistent with our compensation philosophy.

The primary elements of our ~~named executive officers’~~NEOs’ compensation and the main objectives of each are:

~~Base Salary.~~

•	Base Salary. Base salary attracts and retains talented executives, recognizes individual roles and responsibilities, and provides stable income;

•	Annual Performance-Based Incentive Compensation. Performance-based cash bonuses and commissions promote short-term performance objectives and reward executives for their contributions toward achieving those objectives; and

•	Equity-Based Long-Term Incentive Compensation. Equity compensation, provided in the form of stock options and PSUs, aligns executives’ interests with our stockholders’ interests and emphasizes long-term financial performance.

~~Annual Performance-Based Incentive Compensation.~~ ~~Performance-based cash bonuses and commissions promote short-term performance objectives and reward executives for their contributions toward achieving those objectives; and~~

Inspire Medical Systems, Inc.

2024 Proxy Statement

~~Equity-Based Long-Term Incentive Compensation.~~ Equity compensation, provided in the form of stock options and beginning in 2022, PSUs, aligns executives’ interests with our stockholders’ interests and emphasizes long-term financial performance.

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

In addition, our ~~named executive officers~~NEOs are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. Each of these elements of compensation for fiscal ~~2021~~2023 is described further below.

~~BASE SALARIES~~Base Salaries

The base salaries of our ~~named executive officers~~NEOs are an important part of their total compensation package. Base salary is a visible and stable fixed component of our compensation program. In determining base salary levels, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee considers individual contributions to business outcomes, the scope and complexity of each role, future potential, market data, and internal pay equity. ~~Mr. Herbert’s increase was~~The increases to the base salaries of our NEOs were intended to bring ~~his~~each NEO’s salary closer to the market median for ~~CEOs~~comparable executives in our peer group. The following table sets forth the base salaries of our ~~named executive officers~~NEOs for fiscal ~~2021:~~2023:

Named Executive Officer

2020 Base
Salary ($)⁽¹⁾

2021 Base
Salary ($)⁽¹⁾

% Change

Timothy P. Herbert

505,856

620,700

23%

Randall A. Ban

327,782

339,254

3%

Richard J. Buchholz

383,379

411,100

7%

Philip J. Ebeling

370,000

407,000

10%

Bryan K. Phillips⁽²⁾

N/A

375,000

N/A

Name	2022 Base Salary ($)⁽¹⁾	2023 Base Salary ($)⁽¹⁾	%Change
Timothy P. Herbert	644,829	690,000	7.0%
Randall A. Ban	352,825	370,466	5.0%
Richard J. Buchholz	425,406	446,676	5.0%
Philip J. Ebeling	433,455	455,128	5.0%
Carlton W. Weatherby	n/a	455,000	n/a

(1)

~~Reflects~~Amounts reflect the base salaries that were approved by the ~~committee~~Organization and Compensation Committee prior to start of each applicable year. ~~The amount of base~~Mr. Weatherby’s salary ~~actually received during fiscal 2021 is shown~~for 2023 was approved in ~~the Summary Compensation Table below.~~connection with his hiring as Chief Strategy Officer in July 2023.

~~(2)~~

~~Mr. Phillips’ employment with the Company began on January 19, 2021.~~

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

~~ANNUAL INCENTIVE CASH COMPENSATION~~Annual Incentive Cash Compensation

All of our employees, including our ~~named executive officers,~~NEOs, are eligible to receive performance-based cash incentive compensation. We believe that performance-based cash incentives motivate our employees, including our ~~named executive officers,~~NEOs, to achieve both short and long-term goals. This approach is critical to the execution of our overall business strategy which, if achieved, has the potential to significantly enhance stockholder value.

In fiscal ~~2021,~~2023, with the exception of Mr. Ban, the performance-based cash incentive opportunity available to each of our ~~named executive officers~~NEOs was provided pursuant to the terms of our ~~Management Incentive Program (“MIP”).~~MIP. Given the specific nature of his role as our Chief Commercial Officer, Mr. Ban’s performance-based cash incentive opportunity was commission-based and tied to certain sales-related performance metrics.

Management Incentive Program

Target Opportunities.Consistent with our compensation philosophy and objectives, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee generally sets the target incentive opportunity under the MIP within the median range of annual cash incentive target pay for comparable executives at our peer group. For fiscal ~~2021,~~2023, based on a review of the market data and the individual role and duties for each executive, the ~~organization~~Organization and ~~compensation opportunity~~Compensation Committee increased the target incentive opportunity for (a) Mr. Herbert from ~~80%~~90% to ~~90%~~110%, and (b) for each of our other named executive officers, from 50% to 55% (other than for Mr. Weatherby, whose target incentive opportunity was established in connection with his commencement of employment in July 2023). The following table summarizes the target incentive opportunity for each of our ~~named executive officers~~NEOs under the MIP:

	~~Named Executive Officer~~Name			Target Incentive Opportunity (as a % of Base Salary)
	Timothy P. Herbert			~~90%~~110%
	Richard J. Buchholz			~~50%~~55%
	Philip J. Ebeling			~~50%~~55%
	~~Bryan K. Phillips~~Carlton W. Weatherby⁽¹⁾			~~50%~~55%

(1)	Mr. Weatherby’s target incentive opportunity was approved in connection with his hiring as Chief Strategy Officer in July 2023.

Inspire Medical Systems, Inc.

2024 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Performance Measures. Under the MIP, the amount of the payout, if any, is based upon the achievement of financial metrics (weighted 70%) and strategic metrics (weighted 30%). Specifically, the following performance metrics were used to determine payouts under the fiscal ~~2021~~2023 MIP:

i.	Global Revenue: the ~~organization~~Organization and ~~compensation committee~~Compensation Committee emphasized revenue growth as the highest priority, given the Company’s stage of development and market opportunity.

ii.	Adjusted Operating Income ~~(Loss)~~: the ~~organization~~Organization and ~~compensation committee~~Compensation Committee selected this metric to focus management on improving profitability and managing expenses.

iii.

Global Insurance Reimbursement Approvals: the ~~organization~~Organization and ~~compensation committee~~Compensation Committee included this metric because securing reimbursement from payors is critical to the Company’s strategy and financial performance. The metric includes a requirement for achieving certain numbers of centers that demonstrate independence in obtaining prior-authorization approvals.

iv.

Specified Quality, Regulatory, Product Development, and ~~Regulatory Approvals~~Operations Metrics: the ~~organization~~Organization and ~~compensation committee~~Compensation Committee used these metrics to emphasize continuing product development, regulatory submissions and approvals, product quality and operational excellence as a key ~~component of the execution~~components of the Company’s overall strategy.

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

Payout Opportunities. ~~Pursuant to the MIP, each participant’s target incentive opportunity is payable upon the 100% achievement of each of the applicable performance measures.~~ At the beginning of the fiscal year, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee approved the target ~~performance goal~~ and performance range for each performance metric. The targets for each performance metric are based on the Board-approved annual operating plan. The targets represented substantial increases from the prior year actual performance. For example, the revenue target represented a 52% increase from prior year actual revenue, and the Global Insurance Reimbursement Approvals represented a 21% increase from the prior year level.

The performance range for each metric defines threshold and above-target levels of performance. The threshold payout for each of the ~~revenue and reimbursement approval~~performance metrics is ~~80%~~75% of the target incentive opportunity.

There is no payout opportunity below the target for the adjusted operating income (loss) metric. The payout opportunity associated with the regulatory and product development metrics, and quality and operations metrics could range between 0% (if none of the metrics were achieved) and 100% (if all of the metrics were achieved) of the target opportunity for those metrics. The maximum payout for the revenue metric, operating income ~~(loss)~~ metric, and reimbursement approval metric is ~~120% of the target incentive opportunity for those metrics. The maximum payout for the regulatory and product development metrics, and quality and operations metrics is 100%~~200% of the target incentive opportunity for each of those metrics. ~~There is no~~The maximum payout ~~percentage established~~ for ~~revenue performance that exceeds target. For performance levels between~~ the ~~specified threshold,~~product development, regulatory, quality and operations metrics is 135% of the target ~~and above-target levels (where~~incentive opportunity for each of those metrics. Where applicable, and for ~~revenue~~performance that exceeds the above-target ~~level),~~performance level, the resulting payout percentage is determined on a linear interpolation basis ~~and in~~up to a maximum payout for the ~~case of regulatory and product development metrics, and quality and operations metrics, based upon the percentage of the total number of those metrics actually achieved.~~applicable metric. The table below sets forth the weight, threshold, target, above-target, and actual performance for each performance metric:

Performance Metric

Weight

Threshold

Target

Above-
Target

Actual
Achievement

Weighted
Achievement

Global Revenue
(in millions)

50%

$176.0

$198.0

$220.0

$233.4

66.0%

Adjusted Operating
Income (Loss)⁽¹⁾
(in millions)

20%

N/A

$(25.4)

$(21.6)

$(13.2)⁽²⁾

24.0%

Global Insurance Reimbursement Approvals

10%

5,500

6,000

6,500

7,152

12.0%

Regulatory and Product Development Metrics

10%

At least
one metric

Complete
all metrics

N/A

Completed
all metrics

10.0%

Quality and Operations Metrics

10%

At least
one metric

Complete
all metrics

N/A

Completed 50%
of the metrics

5.0%

Overall Achievement:

117.0%

Performance Metric	Weight	Threshold	Target	Above- Target	Actual Achievement	Weighted Achievement
Global Revenue⁽¹⁾	50%	$560.0	$620.0	$680.0	$624.8	51.4%
Adjusted Operating Income^{(1) (2)}	20%	$40.4	$68.1	$95.8	$43.4⁽³⁾	15.4%
Global Insurance Reimbursement Approvals⁽⁴⁾	10%	12,500	15,000	17,500	14,522	6.8%
Quality, Regulatory and Product Development	10%	2 of 4 objectives	3 of 4 objectives	2 of 4 objectives	3 of 4 objectives	10.0%
Operations⁽⁵⁾	10%	45 days	90 days	135 days	Not achieved	0.0%
					Overall Achievement:	83.6%

(1)	Global Revenue and Adjusted Operating Income amounts are in millions of dollars.

(2)

For purposes of ~~2021~~the 2023 MIP, adjusted operating income ~~(loss)~~ was defined as income (loss) from operations, calculated in accordance with generally accepted accounting principles, excluding expenses associated with non-cash stock-based ~~compensation and commercial launch activities in Japan.~~compensation.

~~(2)~~
(3)

Reflects the Company’s fiscal ~~2021~~2023 reported operating loss of ~~$39.9~~$40.3 million adjusted to exclude ~~$26.2~~$82.5 million in stock-based compensation expense and ~~$0.4~~$5.2 million in expenses associated with ~~commercial launch activities~~prelaunch inventory.

(4)	Includes a requirement for achieving certain numbers of centers that demonstrate independence in ~~Japan.~~obtaining prior-authorization approvals: 100 centers at threshold, 200 centers at target, and 300 centers at above-target.

(5)	Days inventory on-hand for all components of the Inspire therapy system.

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Payout Determination.At its January ~~2022~~2024 meeting, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee reviewed and confirmed the Company's performance for each of the performance metrics. The ~~committee~~Organization and Compensation Committee then determined the achievement percentage associated with each ~~metric by interpolating actual performance within the applicable performance range.~~metric. Following this approach, as shown in the table above, the ~~committee determined that~~achievement percentage for the MIP was 83.6%.

In connection with its determination regarding the overall achievement percentage for the MIP, ~~was 117.0%~~and in light of the Company’s strong financial performance in 2023, the Organization and Compensation Committee approved following two adjustments to the Company’s results:

(1)

due to accounting rules, the Company was required to expense amounts associated with prelaunch inventories for our next generation Inspire therapy system. The Company’s 2023 annual operating plan reflected that prelaunch inventory expenses would be capitalized and not expensed, and the Organization and Compensation Committee determined to exclude the adjustment because it was due to the unplanned accounting impact. The Adjusted Operating Income metric was adjusted from $43.4 to $48.7 to account for the impact of prelaunch inventory expense of approximately $5.2 million associated with our next generation Inspire therapy system, resulting in an adjusted weighted achievement of 16.3%; and

(2)

one of the four objectives associated with the Quality, Regulatory and Product Development metric required European Union (“EU”) Medical Devices Regulation (“MDR”) approval for our silicone-based stimulation and sensing leads, which approval was not obtained during fiscal 2023. We applied for EU MDR approval in December 2021. The Company believed this to be sufficient time to allow for regulatory approval with time to transition from our legacy polyurethane leads to silicone-based leads. However, the process for obtaining approval under the EU MDR has taken much longer than anticipated and has impacted many companies across the industry. In the interim, during fiscal 2023, we sought and received derogation approval from the Dutch, German, and Belgian national competent authorities allowing us to place the silicone-based leads on the market in those countries until various dates in 2024, or until we receive approval under the EU MDR, whichever occurs first. The Organization and Compensation Committee carefully considered the foregoing and determined that the delays experienced in connection with the EU MDR process were beyond our control and that the derogation approvals are important in allowing us to mitigate the impact of inventory supply issues related to our lead products. As a result, the Quality, Regulatory and Product Development metric was adjusted from 3 of 4 objectives achieved to 4 of 4 objectives achieved, resulting in an adjusted weighted achievement of 13.5%.

Taking the foregoing adjustments into account, the Organization and Compensation Committee approved an overall achievement percentage for the MIP of 88.0%. The Organization and Compensation Committee believes that these adjustments are appropriate because they more accurately reflect the operating results of the Company for fiscal 2023, and reasonably recognize the efforts of management and performance results that are believed to be of material strategic importance. Furthermore, the Organization and Compensation Committee considered the magnitude of the adjustments and their effect on total payouts under the MIP and determined that the adjustments were appropriate in size and did not result in a disproportionate increase in the overall achievement percentage. The Organization and Compensation Committee believes that the exercise of discretion based on a qualitative assessment of non-financial, non-formulaic factors, such as those noted above, are consistent with our Company’s culture, compensation philosophy, and objectives in ensuring executive compensation aligns with actual company performance. The Organization and Compensation Committee also believes, however, that the exercise of this type of discretion would be limited to unique or extraordinary circumstances.

The total cash incentive payouts for each executive were determined by summing the products obtained by multiplying the executive’s eligible earnings by his target incentive opportunity and ~~then by~~ the overall achievement ~~percentage.~~percentage under the MIP. The following table summarizes the ~~compensation~~total cash incentives earned by our ~~named executive officers under the MIP:~~NEOs:

Executive

Base
Salary
($)⁽¹⁾

Target
Opportunity
(%)

Target
Opportunity
($)⁽²⁾

MIP
Achievement
Percentage (%)

Actual
MIP Payout
($)⁽³⁾

Timothy P. Herbert

620,028

90%

558,025

117.0%

652,889

Richard J. Buchholz

411,020

50%

205,510

117.0%

240,447

Philip J. Ebeling

407,000

50%

203,500

117.0%

238,095

Bryan K. Phillips⁽⁴⁾

375,000

50%

187,500

117.0%

208,170

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Name	Eligible Earnings ($)	Target Opportunity (%)	MIP Achievement Percentage (%)	MIP Payout ($)⁽¹⁾	Additional MIP Achievement Percentage (%)	Additional MIP Payout ($)⁽²⁾	Total MIP Payout ($)
Timothy P. Herbert	690,000	110%	83.6%	634,524	4.4%	33,396	667,920
Richard J. Buchholz	446,677	55%	83.6%	205,382	4.4%	10,810	216,192
Philip J. Ebeling	455,128	55%	83.6%	209,268	4.4%	11,014	220,282
Carlton W. Weatherby⁽³⁾	198,145	55%	83.6%	91,107	4.4%	4,795	95,902

(1)	~~Reflects the base salaries approved by the organization and compensation committee prior to the start of fiscal 2021.~~

~~(2)~~

Amounts shown are calculated ~~as a~~by multiplying each executive’s eligible earnings in 2023 by their target incentive opportunity and the MIP achievement percentage ofwithout taking into account any adjustments.

(2)

Amounts shown are calculated by multiplying each executive’s eligible earnings in 2023 by their target incentive opportunity and the ~~base salary~~additional MIP achievement percentage taking into account the adjustments (discussed above) approved by the ~~committee for fiscal 2021.~~Organization and Compensation Committee.

(3)

~~The actual payout under the MIP is~~Amounts for Mr. Weatherby are based on the base salary ~~actually earned~~and target incentive opportunity approved by ~~each named executive~~the Organization and Compensation Committee in ~~fiscal 2021~~connection with his hiring as ~~shown~~Chief Strategy Officer in ~~the Summary Compensation Table.~~

~~(4)~~

July 2023. Mr. ~~Phillips’ employment with the Company began on January 19, 2021. His base salary and actual~~Weatherby’s cash incentive payout ~~under the MIP were pro-rated based on~~was prorated for the period in which he was employed ~~by the Company during fiscal 2021.~~in 2023.

Ban Commissions

Mr. Ban is eligible to receive commissions based on the achievement of certain sales-related performance metrics, which are determined and paid on a quarterly basis. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee established the target incentive opportunity for Mr. Ban in reference to the median range for annual cash incentive target pay for comparable executives at our peer group. Following this approach, the ~~committee~~Organization and Compensation Committee established Mr. Ban’s target cash incentive opportunity for fiscal ~~2021~~2023 at ~~$149,000.~~$240,000.

Under this program, during fiscal ~~2021,~~2023, Mr. Ban was eligible to earn performance-based cash incentive compensation based on the following: (i) quarterly global sales, (ii) quarterly global sales plan achievement, (iii) quarterly U.S. ~~patient procedure readiness~~new accounts metrics, and (iv) quarterly U.S. implant productivity metrics. The ~~committee~~Organization and Compensation Committee selected these metrics based on its judgment that they represent meaningful categories of sales performance ~~based on~~tied to our ~~2021~~2023 annual operating plan. The table below sets out the quarterly and annual target opportunities for Mr. Ban for fiscal ~~2021:~~

Component

Quarterly Target
Opportunity
($)

Annual Target
Opportunity
($)

Quarterly Global Sales Bonus

16,000

64,000

Quarterly Global Sales Plan Achievement

12,500

50,000

Quarterly U.S. Procedure Readiness Bonus

4,250

17,000

Quarterly U.S. Implant Productivity Bonus

4,500

18,000

2023:

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Component	Quarterly Target Opportunity ($)	Annual Target Opportunity ($)
Quarterly Global Sales Bonus	30,000	120,000
Quarterly Global Sales Plan Achievement	15,000	60,000
Quarterly U.S. New Accounts Bonus	5,000	20,000
Quarterly U.S. Implant Productivity Bonus	10,000	40,000

Based on the achievement of the applicable quarterly performance metrics, and consistent with the ~~doubling~~Company’s exceptional financial results and achievement of ~~revenues in fiscal 2021 over fiscal 2020 and the large increase in sales territories,~~sale-related performance metrics during 2023, Mr. Ban earned commission-based cash incentives totaling an aggregate ~~$270,470,~~of $253,985, which represents ~~181%~~105.8% of his annual target commission amount. In fiscal ~~2021,~~2023, Mr. Ban received quarterly incentive payments of ~~$38,290, $76,640, $77,370,~~$94,250, $71,200, $34,700, and ~~$78,170.~~$53,835.

The actual cash incentives earned by each ~~named executive officer~~NEO for fiscal ~~2021~~year 2023 are set forth below in the Summary Compensation Table under the ~~column~~columns entitled “Bonus” (for discretionary bonus amounts) and “Non-Equity Incentive Plan ~~Compensation.”~~Compensation” (for amounts paid under the MIP).

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LONG-TERM INCENTIVES

As described above, the third and largest primary component of our executive compensation program is long-term equity incentives. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee designed this long-term incentive opportunity to motivate our executive officers to achieve multi-year strategic goals and to deliver sustained, long-term value to stockholders. Our long-term incentives create a strong link between payouts and performance and align our executive officers’ interests with the interests of our stockholders. Long-term equity incentives promote retention, as executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making executive officers stockholders with a personal stake in the value they intend to create.

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee intends to make grants of long-term incentive awards annually. Special, one-time awards are used in limited circumstances, including, as may be necessary to attract, retain, and motivate experienced and well-qualified executive officers, and as recognition of an increase in the scope of an executive’s responsibilities or major accomplishments. In ~~January 2021,~~July 2023, the committee approved special sign-on equity awards to Mr. ~~Phillips~~Weatherby in connection with his hiring as our ~~Senior Vice President, General Counsel, Secretary,~~Chief Strategy Officer, with the awards comprised of stock options and ~~Chief Compliance Officer, including (1)~~performance stock units each having a ~~stock option~~grant date fair value equal to ~~purchase 15,000 shares~~$800,000, a portion of ~~the Company’s common stock, and (2) an award~~which was intended to make him whole in light of ~~2,275 restricted stock units.~~compensation he was due to receive from his prior employer.

Equity ~~Vehicle~~.Vehicles and Mix. Historically, and consistent with the market practice of similar, newly-public companies in our industry, our long-term incentive compensation has consisted solely of stock options.

Beginning with fiscal 2022, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee approved a change in the mix of long-term incentive compensation to be granted to executives. ~~In particular,~~More specifically, the committee determined that long-term incentive compensation would be granted as a mix of stock options and ~~revenue-based~~ PSUs (each constituting 50% of the target LTI value, respectively). The committee determined that this mix was appropriate given the current stage of our business taking into consideration the relative growth of the Company as we continue to execute our business strategy.

PSUs

50%

3-year cliff

2023-2025 Cumulative

Revenue (75% weight) and Operating Income (25% weight)

Cumulative Revenue aligns with critical strategic priority of top line growth

Operating income was included as a metric to reflect the importance of profitable growth as a measure of increasing stockholder value

Promotes retention

Stock Options

50%

4 years: 25% after one year, then

36 equal monthly

installments

Share price appreciation

Prioritizes increasing stockholder value, thus

aligning with stockholders

Promotes long-term focus

PSUs. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee believes that the addition of PSUs reinforces the pay-for-performance nature of the long-term incentive grants and the executive compensation program overall, encourages focus on long-term stockholder value creation through growth and increase in stock price over time, aligns compensation with key indicators of the success of our strategy, and promotes retention through long-term performance achievement and vesting requirements.

Our PSUs have a three-year performance period and will be settled in stock. The actual number of PSUs that will vest will be based on the Company’s ~~cumulative revenue during~~achievement of certain performance objectives over the applicable three-year performance ~~period. The organization and compensation committee selected this metric because it focuses on revenue growth, which is a critical driver~~period, with the number of ~~our success. The addition~~PSUs eligible to vest between 0 - 200% of the target number of PSUs

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awarded. In the case of the PSUs ~~also reinforces~~granted in 2023, the ~~pay-for-performance nature~~performance objectives are cumulative revenue (weighted at 75%) and operating income (weighted at 25%). The Organization and Compensation Committee selected these metrics because they are the best indicator of ~~the long-term incentive grants and the executive compensation program overall. The organization and compensation committee also believes it is important~~our ability to continue to ~~utilize~~grow and reflect the increasing importance of operating income as a measure of stockholder value creation.

Stock Options. In order to focus executives on growth and increasing stockholder value, the Organization and Compensation Committee has used stock options ~~because it believes that~~to motivate stock price appreciation over the long term, which deliver value only if the stock price increases. They are also simple. Stock options reward our NEOs for increasing stockholder value over the lengthier term of the option, which we believe is consistent with the longer medical technology development cycle. Furthermore, awards of stock options align with our growth strategy and provide significant leverage if our growth objectives are ~~very effective tools for motivating executives to increase long-term value~~achieved. They also place a significant portion of compensation at risk if our objectives are not achieved and ~~align our executives' interests with those of our stockholders.~~provide no guaranteed value.

In future years, the ~~committee~~Organization and Compensation Committee will continue to evaluate and select the form and mix of long-term incentive compensation (which may include stock options, restricted shares, restricted share units, performance ~~share~~stock units, or other long-term incentives) provided to our executive officers that it believes best accomplishes the goals discussed above.

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~~New~~ Grant ~~Timing Practice for 2022~~. ~~During fiscal~~Timing. Since 2021, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee has generally approved ~~a shift in the timing of~~ our annual equity grants toin the first quarter of a new fiscal year, instead of our previous practice of granting equity to executive officers in December, which is the last month of our fiscal year. This grant timing allows for consideration of full-year financial results for the most recently completed fiscal year prior to making the grants. ~~Due to this grant timing shift,~~With the exception of Mr. Weatherby, the fiscal 2023 equity ~~grant that would have traditionally been made in December 2021 (during fiscal 2021) was instead made~~awards were granted in February ~~2022 (during fiscal 2022). As a result, the executive officers’ compensation~~2023. Mr. Weatherby’s equity awards were granted in July 2023 in connection with his hiring our as ~~reported in the “Summary Compensation Table” for fiscal 2021 is significantly lower than prior years because it does not include any annual equity grants.~~our Chief Strategy Officer.

Target Opportunities.The ~~organization~~Organization and ~~compensation committee~~Compensation Committee established target long-term incentive opportunities for each of the ~~named executive officers~~NEOs in ~~December 2021. As noted above, the committee shifted the timing of our annual equity grants to the~~ February ~~2022.~~2023. The grant date value of the long-term incentive compensation granted to our ~~executive officers~~NEOs in February ~~2022 is~~2023 (and July 2023 for Mr. Weatherby) was as follows:

Name

Stock Options
($)

Performance
Share Units
($)

Target Total LTI
Compensation
($)

Timothy P. Herbert

2,100,000

2,100,000

4,200,000

Randall A. Ban

700,000

700,000

1,400,000

Richard J. Buchholz

700,000

700,000

1,400,000

Philip J. Ebeling

700,000

700,000

1,400,000

Bryan K. Phillips

700,000

700,000

1,400,000

The organization and compensation committee intends to make grants of long-term incentive awards annually. Special, one-time awards are used in limited circumstances, including, as may be necessary to attract, retain, and motivate experienced and well-qualified executive officers, as recognition of an increase in the scope of an executive’s responsibilities or major accomplishments.

Name	Stock Options (#)	Stock Options ($)	Performance Stock Units (#)	Performance Stock Units ($)	Target Total LTI Compensation ($)
Timothy P. Herbert	20,439	3,133,094	11,399	2,999,761	6,132,855
Randall A. Ban	5,450	835,431	3,039	799,743	1,635,174
Richard J. Buchholz	5,450	835,431	3,039	799,743	1,635,174
Philip J. Ebeling	5,450	835,431	3,039	799,743	1,635,174
Carlton W. Weatherby	4,452	742,683	2,780	800,112	1,542,795

IV. ~~Other Elements of Executive Compensation and Other Aspects of Executive~~ ~~Compensation Program~~OTHER ELEMENTS OF EXECUTIVE COMPENSATION AND OTHER ASPECTS OF EXECUTIVE COMPENSATION PROGRAM

~~RETIREMENT PLANS~~Retirement Plans

We currently maintain a 401(k) retirement savings plan for our employees, including our ~~named executive officers,~~NEOs, who satisfy certain eligibility requirements. Our ~~named executive officers~~NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our ~~named executive officers,~~NEOs, in accordance with our compensation policies. Employees are immediately and fully vested in their contributions. Beginning in 2022, we began matching 50% of the first 6% of each participant’s contributions up to 3% of eligible earnings.

~~EMPLOYEE BENEFITS~~

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Benefits

All of our full-time employees, including our ~~named executive officers,~~NEOs, are eligible to participate in our health and welfare plans, including (a) medical, dental, and vision benefits; (b) medical and dependent care flexible spending accounts; (c) long-term disability insurance; and (d) life insurance.

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

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~~EXECUTIVE COMPENSATION~~

We believe the general benefits described above are necessary to provide a competitive compensation package to our ~~named executive officers.~~NEOs. We do not currently provide perquisites or other special benefit arrangements to our ~~named executive officers.~~NEOs. In the future, we may provide perquisites or other personal benefits in limited circumstances where our ~~organization~~Organization and ~~compensation committee~~Compensation Committee deems appropriate to assist an individual executive officer in the performance of his duties or for motivation or retention purposes, though we do not expect these perquisites to be a significant component of our compensation program.

Severance and Other Benefits Payable Upon Termination of Employment or Change in Control

Pursuant to their respective employment agreements and/or option agreements, each of our ~~named executive officers~~NEOs is entitled to certain payments and benefits in certain termination situations or upon a change in control. See “— Potential Payments Upon Termination or Change-In-Control” for information regarding benefits under Company Executive Severance.

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Tax and Accounting Considerations

COMPENSATION DEDUCTIBILITY / SECTION 162(M) OF THE INTERNAL REVENUE CODE

Section 162(m) of the Code, as amended by the Tax Cuts and Jobs Act of 2017, generally prohibits executive compensation in excess of $1 million per year to be deducted by us as a compensation expense. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee has approved, and may continue to approve, compensation exceeding the $1 million limitation, including with respect to a portion of base salary, annual bonus, and long-term incentives. While compensation tax deductions are relevant issues to consider, the ~~organization~~Organization and ~~compensation committee~~Compensation Committee believes that stockholder interests are best served by not restricting flexibility in designing compensation programs, even though such programs may result in nondeductible compensation expenses for tax purposes.

Accounting Standards. Accounting Standards Codification Topic 718 (“ASC 718”) requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, RSUs and PSUs under our equity incentive award plans ~~will~~are accounted for under ASC 718. The ~~organization~~Organization and ~~compensation committee~~Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.

~~Anti-Hedging~~Recovery of Erroneously Awarded Compensation Policy

~~Our Board~~On November 27, 2023, the Company adopted a Recovery of ~~Directors has adopted an Insider Trading Compliance~~Erroneously Awarded Compensation Policy ~~which applies~~ to ~~all~~comply with final SEC and NYSE rules that require the clawback of certain erroneously awarded compensation. In conformance with these rules, our ~~directors, officers, and employees. The~~ policy prohibits our directors, officers, and employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts; short sales; and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities.

~~Clawbacks~~

~~Section 954~~requires the clawback by the Company of the Dodd-Frank Wall Street Reform and Consumer Protection Act directs the SEC to issue rules to require national securities exchanges and national securities associations to list only those companies that implement a policy requiring the mandatory recoupment of incentivecertain incentive-based compensation paid to current and former executive officers in the event that the Company is required to prepare an accounting restatement. A copy of our Recovery of Erroneously Awarded Compensation Policy is included as Exhibit 97.1 to our Annual Report on Form 10-K for the three-year period preceding a restatement of a listed company’s financial statements that would not have been paid under the restated financial statements. The SEC has not yet adopted final rules implementing these

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

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~~EXECUTIVE COMPENSATION~~

requirements. The Company will adopt a clawback policy that complies with the final rules as adopted by the SEC and the NYSE. In the event the Company restates its financial statements, the Board or Committee would evaluate whether compensation adjustments are appropriate based upon the facts and circumstances surrounding the restatement.fiscal year ended December 31, 2023.

Organization and Compensation Committee Report

This ~~organization~~Organization and ~~compensation committee report~~Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates this report by specific reference.

The ~~organization~~Organization and ~~compensation committee~~Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s proxy statement.

The preceding report has been furnished by the following members of the ~~organization~~Organization and ~~compensation committee:~~Compensation Committee:

Shelley G. Broader, Chair

Cynthia B. Burks

Casey M. Tansey ~~Chair~~

~~Shelley G. Broader~~

~~Jerry C. Griffin, M.D.~~

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~~Compensation of Our Named Executive Officers~~

Summary Compensation Table

The following table sets forth information concerning the compensation of our ~~named executive officers~~NEOs for the fiscal years presented.

Year

Salary
($)⁽¹⁾

Bonus
($)

Stock
Awards
($)⁽²⁾

Option
Awards
($)⁽²⁾

Non-Equity
Incentive Plan
Compensation
($)⁽³⁾

Total
($)

Timothy P. Herbert
President and Chief
Executive Officer

2021

620,028

—

—

—

652,889

1,272,917

2020

505,856

—

—

3,918,240

441,511

4,865,607

2019

439,875

—

—

2,047,305

412,383

2,899,563

Richard J. Buchholz
Chief Financial Officer

2021

411,020

—

—

—

240,447

651,467

2020

383,379

—

—

1,569,110

209,133

2,161,622

2019

333,373

—

—

629,940

187,523

1,150,836

Randall A. Ban
Chief Commercial Officer

2021

339,254

—

—

—

270,470

609,724

2020

327,782

—

—

1,569,110

250,860

2,147,752

2019

297,984

—

—

1,438,640

240,040

1,976,664

Philip J. Ebeling⁽⁴⁾
Chief Operating Officer

2021

407,000

—

—

—

238,095

645,095

2020

215,833

—

—

3,206,830

117,737

3,540,400

Bryan K. Phillips⁽⁵⁾
Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer

2021

356,730

75,000⁽⁶⁾

458,435

1,589,100

208,170

2,687,436

Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)⁽²⁾	Stock Awards ($)⁽³⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Other ($)⁽⁵⁾	Total ($)
Timothy P. Herbert President and Chief Executive Officer	2023	690,000	33,396	2,999,761	3,133,094	634,524	—	7,490,775
	2022	644,829	145,086	2,099,874	2,227,312	558,293	—	5,675,394
	2021	620,028	—	—	—	652,889	—	1,272,917
Randall A. Ban Chief Commercial Officer	2023	370,466	—	799,743	835,431	253,980	9,900	2,269,520
	2022	352,825	—	699,882	742,396	406,400	9,150	2,210,653
	2021	339,254	—	—	—	270,470		609,724
Richard J. Buchholz Chief Financial Officer	2023	447,243	10,810	799,743	835,431	205,382	9,900	2,308,509
	2022	425,406	53,176	699,882	742,396	204,620	9,150	2,134,630
	2021	411,020	—	—	—	240,447		651,467
Philip J. Ebeling Chief Operating Officer	2023	455,128	11,014	799,743	835,431	209,268	9,900	2,320,484
	2022	433,455	54,182	699,882	742,396	208,492	9,150	2,147,557
	2021	407,000	—	—	—	238,095		645,095
Carlton W. Weatherby⁽⁶⁾ Chief Strategy Officer	2023	200,083	4,795	800,112	742,683	91,107	436,167	2,274,947

(1)	Amounts reflect the actual base salary paid to each ~~named executive officer~~NEO in each applicable year.

(2)	Amounts reflect discretionary bonuses paid to Messrs. Herbert, Buchholz, Ebeling and Weatherby in the applicable year.

(3)

Amounts reflect the full grant date fair value of stock options and ~~restricted stock units~~PSUs granted computed in accordance with ASC 718, rather than the amounts paid to or realized by the named individual. The target and maximum grant date fair values of the PSUs granted to each NEO are shown in the table below. We provide information regarding the assumptions used to calculate the value of all stock option and PSU awards made to ~~named executive officers~~NEOs in Note 76 to our audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2023.

Name	Year	Target Value of PSUs ($)	Maximum Value of PSUs ($)
Timothy P. Herbert	2023	2,999,761	5,999,522
	2022	2,099,874	4,199,749
	2021	—	—
Randall A. Ban	2023	799,743	1,599,486
	2022	699,882	1,399,765
	2021	—	—
Richard J. Buchholz	2023	799,743	1,599,486
	2022	699,882	1,399,765
	2021	—	—
Philip J. Ebeling	2023	799,743	1,599,486
	2022	699,882	1,399,765
	2021	—	—
Carlton W. Weatherby	2023	800,112	1,600,224

~~(3)~~
(4)

Amounts reflect, in the case of Messrs. Herbert, Buchholz, Ebeling, and ~~Phillips,~~Weatherby, cash incentive compensation under our Management Incentive Program, and in the case of Mr. Ban, earned commissions based on the achievement of sales-related performance metrics.

~~(4)~~
(5)

Represents matching contributions made by the Company under our 401(k) Plan for Messrs. Ban, Buchholz and Ebeling. The amount for Mr. Weatherby represents a relocation bonus and corresponding tax gross-up, which he received in connection with his hiring.

(6)	Mr. ~~Ebeling’s~~Weatherby’s employment with the Company began on ~~June 1, 2020.~~

~~(5)~~

July 24, 2023. The amounts reported in the “Stock Awards” and “Option Awards” column for Mr. ~~Phillips’ employment with the Company began on January 19, 2021.~~

~~(6)~~

~~Amount reflects~~Weatherby include an award of stock options and PSUs each having a ~~sign-on bonus paid~~grant date fair value of $800,000, which awards were granted to ~~Mr. Phillips~~him in connection with his ~~hiring in January 2021.~~hiring.

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TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Grants of Plan-Based Awards - Fiscal ~~2021~~2023

The following table provides supplemental information relating to grants of plan-based awards made during fiscal ~~2021~~2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards which the Company granted to the ~~named executive officers~~NEOs during fiscal ~~2021.~~2023.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾		All Other Stock Awards: Number of Shares or Units (#)⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)⁽²⁾	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾
		Grant Date	Threshold ($)	Target ($)
	Timothy P. Herbert		446,420	558,025	—	—	—	—
	Richard J. Buchholz		164,408	205,510	—	—	—	—
	Randall A. Ban		—	149,000	—	—	—	—
	Philip J. Ebeling		162,800	203,500	—	—	—	—
	Bryan K. Phillips		150,000	187,500	—	—	—	—
		01/29/21	—	—	2,275	—	—	458,435
		01/29/21	—	—	—	15,000	201.51	1,589,100
										Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name									Grant Date	Threshold ($)	Target ($)	Maximum (#)	Threshold (#)	Target (#)	Maximum (#)
Timothy P. Herbert										569,250	759,000	1,419,330
									02/10/23				—	11,399	22,798			2,999,761
									02/10/23							20,439	263.16	3,133,094
Randall A. Ban										—	240,000	—
									02/10/23				—	3,039	6,078			799,743
									02/10/23							5,450	263.16	835,431
Richard J. Buchholz										184,488	245,672	459,407
									02/10/23				—	3,039	6,078			799,743
									02/10/23							5,450	263.16	835,431
Philip J. Ebeling										187,740	250,320	468,098
									02/10/23				—	3,039	6,078			799,743
									02/10/23							5,450	263.16	835,431
Carlton W. Weatherby										82,534	250,250	467,968
									07/31/23				—	2,780	5,560			800,112
									07/31/23							4,452	287.81	742,683

(1)

Amounts ~~shown in this column~~ represent the potential cash payout amounts under the fiscal ~~2021 MIP.~~2023 MIP, or for Mr. Ban, under his cash incentive program for fiscal 2023. The actual cash payout amounts based on actual performance achievement are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.

(2)

Amounts represent the number of ~~restricted~~shares of common stock ~~units~~underlying the threshold, target, and ~~stock options, respectively,~~maximum payout of PSUs granted toin February 2023, or for Mr. ~~Phillips~~Weatherby, granted in July 2023 in connection with his hiring ~~in January 2021.~~as Chief Strategy Officer.

(3)	Amounts represent the number of stock options granted to each NEO as a component of such officer’s long-term incentive compensation. The exercise price of the stock options is equal to the closing price of our common stock on the date of grant.

(4)

Amounts represent the grant date fair value of the awards determined in accordance with ASC 718. For a discussion of assumptions made in determining the grant date fair value of stock options and PSUs granted by the Company, see Note 76 of the Notes to ~~Consolidated Financial Statements~~our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2023.

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TABLE OF CONTENTS

EXECUTIVE COMPENSATION

~~Narrative to Summary~~NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

Executive Compensation ~~Table and Grants of Plan-Based Awards Table~~

~~EXECUTIVE COMPENSATION ARRANGEMENTS~~Arrangements

Each of our ~~named executive officers’~~NEOs’ employment is “at will” and may be terminated at any time, subject to certain notice requirements, described below. ~~We have entered into new employment agreements with each of our named executive officers.~~ The written descriptions and material terms of ~~such new~~the employment agreements we have entered into with each of our NEOs are discussed below.

~~NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS~~ Each of the employment agreements provides for a Code Section 280G “cutback” such that payments or benefits that the NEO receives in connection with a Change of Control (as defined in the applicable employment agreement) will be reduced to the extent necessary to avoid the imposition of any excise tax under Code Sections 280G and 4999 if such reduction would result in a greater after-tax payment amount to the NEO. The employment agreements also contain non-competition and employee non-solicitation covenants that apply through one year following termination of employment.

Timothy P. ~~Herbert~~

Herbert.We entered into an employment agreement with Mr. Herbert ~~dated November 16, 2007, as was subsequently amended and restated effective as of April 9, 2018~~ (the “Herbert Employment Agreement”)~~. The Herbert Employment Agreement~~, which provides for an indefinite term and is terminable at will by us or Mr. Herbert, provided that one month’s advance notice must be provided by the terminating party in the event of a termination of employment without “Cause” by us or a resignation without “Good Reason” by Mr. ~~Herbert.~~Herbert (each as defined in the Herbert Employment Agreement).

The Herbert Employment Agreement provides for Mr. Herbert’s eligibility to receive discretionary annual bonuses (expressed as a target percentage of base salary) based upon achievement of annual performance targets, and/or long term incentive compensation. Pursuant to the Herbert Employment Agreement, upon termination of employment by us without Cause or by Mr. Herbert for Good Reason, Mr. Herbert will receive the sum of his (x) then current annual base salary and (y) a pro rata portion of his target annual bonus, with such amount payable in installments over the 12-month period following such termination, as well as subsidized COBRA premiums for 12 months following his termination of employment. Notwithstanding the foregoing, in the event such a termination of employment occurs on or within the 12-month period following a Change of Control, Mr. Herbert will be entitled to receive: (A) the sum of (x) 18 months of his then current base salary and (y) target annual bonus, payable in substantially equal installments for 18 months following his termination of employment, (B) subsidized COBRA premiums for 18 months following his termination of employment and (C) acceleration in full of the vesting of his outstanding equity awards. Mr. Herbert will be required to execute a release of claims in favor of us in order to receive his severance benefits.

The Herbert Employment Agreement also provides for a Code Section 280G “cutback” such that payments or benefits that he receives in connection with a Change of Control will be reduced to the extent necessary to avoid the imposition of any excise tax under Code Sections 280G and 4999 if such reduction would result in a greater after-tax payment amount to Mr. Herbert.

“Change of Control” is defined in the Herbert Employment Agreement as the occurrence of one of the following: (i) a sale by our stockholders of a substantial portion of their stock in us, or a merger, reorganization or consolidation, whereby our equity holders existing immediately prior to such sale, merger, reorganization or consolidation do not, immediately after consummation of such sale, reorganization, merger or consolidation, own more than fifty percent (50%) of the combined voting power of the surviving entity’s then outstanding voting securities entitled to vote generally in the election of directors but only if such event results in a change in board of directors composition such that the directors immediately preceding such events do not comprise a majority of the board of directors following such event, or (ii) the sale or other disposition of all or substantially all of our assets to an entity in which we, any of our subsidiaries, or our equity holders existing immediately prior to such sale beneficially own less than fifty percent (50%) of the combined voting power of such acquiring entity’s then outstanding voting securities entitled to vote generally in the election of directors but only if such event results in a change in board of directors composition such that the directors immediately preceding such events do not comprise a majority of the board of directors following such event.

“Cause” is defined in the Herbert Employment Agreement as (i) Mr. Herbert’s material breach of his obligations under the Herbert Employment Agreement, or his repeated failure or refusal to perform or observe his duties, responsibilities

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

and obligations as an executive, for reasons other than disability, if such breach, failure or refusal continues or it or another breach, failure or refusal is repeated following written notice thereof to him; (ii) any material dishonesty or other breach of the duty of loyalty affecting us or any of our customers, vendors or employees; (iii) use of alcohol or other drugs in a manner which materially affects the performance of Mr. Herbert’s duties, responsibilities and obligations as an employee, if such use continues or is repeated following written notice thereof to him; (iv) conviction of, or a plea of guilty or nolo contendere to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud; (v) commission by Mr. Herbert of any other willful or intentional act which materially injures our reputation, business or business relationships if such act occurs or continues following written notice to him of the same or of a prior willful or intentional act injuring our reputation, business or business relationships; or (vi) the existence of any court order or settlement agreement prohibiting Mr. Herbert’s continued employment with us.

“Good Reason” is defined in the Herbert Employment Agreement as (i) a material reduction, without Mr. Herbert’s consent, in Mr. Herbert’s duties or responsibilities, (provided no such reduction shall be deemed toOther NEOs. We have occurred solely by reason of our having hired a new Chief Executive or President as long as Mr. Herbert continues to have responsibilities that are consistent with executive status); (ii) a material reduction of Mr. Herbert’s base salary, unless such reduction is part of an overall reduction in salary for executive employees and Mr. Herbert’s reduction is proportionate to the overall reduction in salary; (iii) us moving Mr. Herbert’s place of employment, without his consent, more than 50 miles from the place of his employment prior to such move, although business travel shall not be deemed to be a move of his place of employment; or (iv) our material breach of the Herbert Employment Agreement, provided Mr. Herbert has provided us detailed written notice of such alleged breach and we have not, within thirty (30) days of receipt of such notice, cured such alleged breach.

~~The Herbert Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment.~~

~~Richard J. Buchholz~~

We entered into an employment ~~agreement~~agreements with ~~Mr.~~Messrs. Buchholz, ~~dated June 1, 2014, as was subsequently amended~~Ban, Ebeling and ~~restated effective as~~Weatherby, each of ~~April 9, 2018 (the “Buchholz Employment Agreement”). The Buchholz Employment Agreement~~which provides for an indefinite term and is terminable at will by us or ~~Mr. Buchholz,~~the NEO, provided that one month’s advance notice must be provided by us in the event of a termination of employment without “Cause” (as defined in the applicable employment agreement) and two weeks’ advance notice must be provided by ~~Mr. Buchholz~~the NEO in the event of a resignation for any reason.

The ~~Buchholz Employment Agreement provides~~employment agreements provide for ~~Mr. Buchholz’s~~each NEO’s eligibility to receive discretionary annual bonuses (expressed as a target percentage of base salary) based upon achievement of annual performance targets, and/or long term incentive ~~compensation.~~compensation, except that Mr. Ban’s employment agreement provides for his participation in a commission program in lieu of the foregoing. Pursuant to the ~~Buchholz Employment Agreement,~~employment agreements, upon termination of employment by us without Cause (or by Mr. ~~Buchholz~~Ebeling for Good Reason), the NEO will receive the sum of (x) nine months of his then current annual base salary (or six months in the case of Mr. Weatherby) and (y) a pro rata portion of his target annual bonus (or commission in the case of Mr. Ban), with such amount payable in installments over the nine-month (or six months in the case of Mr. Weatherby) period following such termination, as well as subsidized COBRA premiums for nine months (or six months in the case of Mr. Weatherby) following his termination of employment. Notwithstanding the foregoing, in the event such a termination of employment occurs on or within the twelve-month period following a Change of Control ~~Mr. Buchholz~~(as defined in the applicable employment agreement), the NEO will be entitled to receive: (A) the sum of (x) 12 months (or nine months in the case of Mr. Weatherby) of his then current base salary and (y) target annual bonus (or commission in the case of Mr. Ban), payable in substantially equal installments for 12 months (or nine months in the case of Mr. Weatherby) following his termination of employment, (B) subsidized COBRA premiums for 12 months (or nine months in the case of Mr. Weatherby) following his termination of employment and (C) acceleration in full of the vesting of his outstanding equity ~~awards. Mr. Buchholz~~awards that were granted on or following the effective date of the applicable employment agreement. An NEO will be required to execute a release of claims in favor of us in order to receive his severance benefits.

The Buchholz Employment Agreement also provides for a Code Section 280G “cutback” such that payments or benefits that he receives in connection with a Change of Control will be reduced to the extent necessary to avoid the imposition of any excise tax under Code Sections 280G and 4999 if such reduction would result in a greater after-tax payment amount to Mr. Buchholz.

~~For purposes of the Buchholz Employment Agreement, “Change of Control” has the same meaning as used in the Herbert Employment Agreement.~~

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

“Cause” is defined in the Buchholz Employment Agreement as (i) Mr. Buchholz’s breach of his obligations under the Buchholz Employment Agreement, or his repeated failure or refusal to perform or observe his duties, responsibilities and obligations as an executive, for reasons other than disability; (ii) any material dishonesty or other breach of the duty of loyalty affecting us or any of our customers, vendors or employees; (iii) use of alcohol or other drugs in a manner which affects the performance of Mr. Buchholz’s duties, responsibilities and obligations as an employee; (iv) conviction of, or a plea of guilty or nolo contendere to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud; (v) commission by Mr. Buchholz of any other willful or intentional act which injures our reputation, business or business relationships; or (vi) the existence of any court order or settlement agreement prohibiting Mr. Buchholz’s continued employment with us.

~~The Buchholz Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment.~~

~~Randall A. Ban~~

We entered into an employment agreement with Mr. Ban, dated July 20, 2009, as was subsequently amended and restated effective as of April 9, 2018 (the “Ban Employment Agreement”). The Ban Employment Agreement provides for an indefinite term and is terminable at will by us or Mr. Ban, provided that one month’s advance notice must be provided by us in the event of a termination of employment without “Cause” and two weeks’ advance notice must be provided by Mr. Ban in the event of a resignation for any reason.

The Ban Employment Agreement provides for Mr. Ban’s eligibility to receive discretionary annual bonuses and/or long term incentive compensation, as well as Mr. Ban’s current participation in a commission program in lieu of the foregoing. The Ban Employment Agreement provides that Mr. Ban will be eligible for an annual target commission amount as determined at the beginning of each calendar year. Pursuant to the Ban Employment Agreement, upon termination of employment by us without Cause, Mr. Ban will receive the sum of (x) nine months of his then current annual base salary and (y) a pro rata portion of his target annual commission, with such amount payable in installments over the 9-month period following such termination, as well as subsidized COBRA premiums for nine months following his termination of employment. Notwithstanding the foregoing, in the event such a termination of employment occurs on or within the twelve-month period following a Change of Control, Mr. Ban will be entitled to receive: the sum of (A) 12 months of his then current base salary and (B) target annual commission, payable in substantially equal installments for 12 months following his termination of employment, (C) subsidized COBRA premiums for 12 months following his termination of employment and (D) acceleration in full of the vesting of his outstanding equity awards. Mr. Ban will be required to execute a release of claims in favor of us in order to receive his severance benefits.

The Ban Employment Agreement also provides for a Code Section 280G “cutback” such that payments or benefits that he receives in connection with a Change of Control will be reduced to the extent necessary to avoid the imposition of any excise tax under Code Sections 280G and 4999 if such reduction would result in a greater after-tax payment amount to Mr. Ban.

For purposes of the Ban Employment Agreement, “Change of Control” has the same meaning as used in the Herbert Employment Agreement and “Cause” is defined as in the Buchholz Employment Agreement.

~~The Ban Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment.~~

~~On July 1, 2019, Mr. Ban was promoted to the role of Chief Commercial Officer.~~

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

~~Philip J. Ebeling~~

We entered into an employment agreement with Mr. Ebeling, dated June 1, 2020 (the “Ebeling Employment Agreement”). The Ebeling Employment Agreement provides for an indefinite term and is terminable at will by us or Mr. Ebeling, provided that one month’s advance notice must be provided by us in the event of a termination of employment without “Cause” and two weeks’ advance notice must be provided by Mr. Ebeling in the event of a resignation for any reason.

The Ebeling Employment Agreement provides for Mr. Ebeling’s eligibility to receive discretionary annual bonuses (expressed as a target percentage of base salary) based upon achievement of annual performance targets, and/or long term incentive compensation. Pursuant to the Ebeling Employment Agreement, upon termination of employment by us without Cause, Mr. Ebeling will receive the sum of (x) nine months of his then current annual base salary and (y) a pro rata portion of his target annual bonus, as well as subsidized COBRA premiums for nine months following his termination of employment. Notwithstanding the foregoing, in the event such a termination of employment occurs on or within the twelve-month period following a Change of Control, Mr. Ebeling will be entitled to receive: the sum of (A) 12 months of his then current base salary and (B) target annual bonus, payable in substantially equal installments for 12 months following his termination of employment, (C) subsidized COBRA premiums for 12 months following his termination of employment and (D) acceleration in full of the vesting of his outstanding equity awards. Mr. Ebeling will be required to execute a release of claims in favor of us in order to receive his severance benefits.

The Ebeling Employment Agreement also provides for a Code Section 280G “cutback” such that payments or benefits that he receives in connection with a Change of Control will be reduced to the extent necessary to avoid the imposition of any excise tax under Code Sections 280G and 4999 if such reduction would result in a greater after-tax payment amount to Mr. Ebeling.

~~For purposes of the Ebeling Employment Agreement, “Change of Control” has the same meaning as used in the Herbert Employment Agreement.~~

“Cause” is defined in the Ebeling Employment Agreement as in the Buchholz Employment Agreement, except as follows: (v) commission by Mr. Ebeling of any other willful or intentional act which materially injures our reputation, business or business relationships if such act occurs or continues following written notice to him of the same or of a prior willful or intentional act injuring our reputation, business or business relationships.

“Good Reason” is defined in the Ebeling Employment Agreement as (i) a material reduction, without Mr. Ebeling’s consent, in Mr. Ebeling’s duties or responsibilities provided no such reduction shall be deemed to have occurred solely by reason of the Company’s having hired a new Chief Operating Officer as long as Mr. Ebeling continues to have responsibilities that are consistent with his status and further provided that no such reduction shall be deemed to have occurred solely due to the change in the Company’s status from that of an independent company to that of a subsidiary or division of a buyer of the Company following a Change of Control; (ii) a material reduction, without Mr. Ebeling’s consent, of the Base Salary, unless such reduction is part of an overall reduction in salary for executive employees and Mr. Ebeling’s reduction is proportionate to the overall reduction in salary; (iii) the Company’s moving Mr. Ebeling’s place of employment, without Mr. Ebeling’s consent, more than fifty (50) miles from the place of Mr. Ebeling’s employment prior to such move, although business travel shall not be deemed to be a move of Executive’s place of employment; or (iv) the Company’s material breach of the Ebeling Employment Agreement. Notwithstanding the foregoing, Mr. Ebeling may only terminate his employment for Good Reason within two (2) years following the occurrence of one or more of the foregoing conditions, subject to Mr. Ebeling first providing thirty (30) days written notice of Mr. Ebeling’s claimed Good Reason to the Company within ninety (90) days after the initial existence of such condition and the Company failing to cure the basis for such claimed Good Reason within thirty (30) days following such notice.

~~The Ebeling Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment.~~

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

~~Bryan K. Phillips~~

We entered into an employment agreement with Mr. Phillips, dated October 14, 2020 (the “Phillips Employment Agreement”), providing for his position as Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer. The Phillips Employment Agreement provides for an indefinite term and is terminable at will by us or Mr. Phillips, provided that one month’s advance notice must be provided by us in the event of a termination of employment without “Cause” and two weeks’ advance notice must be provided by Mr. Phillips in the event of a resignation for any reason.

The Phillips Employment Agreement provides for Mr. Phillips’ eligibility to receive discretionary annual bonuses (expressed as a target percentage of base salary) based upon achievement of annual performance targets, and/or long term incentive compensation. Pursuant to the Phillips Employment Agreement, upon termination of employment by us without Cause, Mr. Phillips will receive the sum of (x) nine months of his then current annual base salary and (y) a pro rata portion of his target annual bonus, as well as subsidized COBRA premiums for nine months following his termination of employment. Notwithstanding the foregoing, in the event such a termination of employment occurs within the twelve-month period following a Change of Control, Mr. Phillips will be entitled to receive the sum of (A) 12 months of his then current base salary and (B) target annual bonus, payable in substantially equal installments for 12 months following his termination of employment; (C) subsidized COBRA premiums for 12 months following his termination of employment; and (D) acceleration in full of the vesting of his outstanding equity awards. Mr. Phillips will be required to execute a release of claims in favor of us in order to receive his severance benefits.

The Phillips Employment Agreement also provides for a Code Section 280G “cutback” such that payments or benefits that he receives in connection with a Change of Control will be reduced to the extent necessary to avoid the imposition of any excise tax under Code Sections 280G and 4999 if such reduction would result in a greater after-tax payment amount to Mr. Phillips.

~~For purposes of the Phillips Employment Agreement, “Change of Control” has the same meaning as used in the Herbert Employment Agreement.~~

“Cause” is defined in the Phillips Employment Agreement as in the Buchholz Employment Agreement, except as follows: (i) Mr. Phillips’ material breach of his obligations under the Phillips Employment Agreement, or his repeated failure or refusal to perform or observe his duties, responsibilities and obligations as an executive, for reasons other than disability.

“Good Reason” is defined in the Phillips Employment Agreement as (i) a material reduction, without Mr. Phillips’ consent, in Mr. Phillips’ duties or responsibilities; (ii) a material reduction, without Mr. Phillips’ consent, of the Base Salary, unless such reduction is part of an overall reduction in salary for executive employees and Mr. Phillips’ reduction is proportionate to the overall reduction in salary; (iii) the Company’s moving Mr. Phillips’ place of employment, without Mr. Phillips’ consent, more than fifty (50) miles from the place of Mr. Phillips’ employment prior to such move, although business travel shall not be deemed to be a move of Executive’s place of employment; or (iv) the Company’s material breach of the Phillips Employment Agreement. Notwithstanding the foregoing, Mr. Phillips may only terminate his employment for Good Reason within two (2) years following the occurrence of one or more of the foregoing conditions, subject to Mr. Phillips first providing thirty (30) days written notice of Mr. Phillips’ claimed Good Reason to the Company within ninety (90) days after the initial existence of such condition and the Company failing to cure the basis for such claimed Good Reason within thirty (30) days following such notice.

~~The Phillips Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment.~~

Inspire Medical Systems, Inc.

~~2022~~2024 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each ~~named executive officer~~NEO as of December 31, ~~2021.~~

Option Awards⁽¹⁾

Stock Awards

No. of Securities Underlying
Unexercised Options

Option
Exercise
Price⁽²⁾

Option
Expiration
Date

Award
Grant
Date

Shares or Unites of Stock
That Have Not Vested

Executive

Grant Date

Exercisable
(#)⁽²⁾

Unexercisable
(#)⁽²⁾

Number
(#)⁽³⁾

Market
Value ($)⁽⁴⁾

Timothy P. Herbert

05/01/12

9,221

—

1.47

05/01/22

09/12/13

8,196

—

1.14

09/12/23

03/31/14

176,691

—

2.07

03/31/24

01/01/17

12,062

—

0.94

01/01/27

04/01/17

50,302

—

0.94

04/01/27

04/09/18

103,382

9,399

10.38

04/09/28

12/18/18

63,750

21,250

42.15

12/18/28

12/16/19

32,500

32,500

71.00

12/16/29

12/14/20

10,800

32,400

194.82

12/14/30

Richard J. Buchholz

04/09/18

1,410

1,880

10.38

04/09/28

12/18/18

3,602

6,250

42.15

12/18/28

12/16/19

7,966

10,000

71.00

12/16/29

12/14/20

4,325

12,975

194.82

12/14/30

Randall A. Ban

03/31/14

8,567

—

2.07

03/31/24

01/01/17

7,273

—

0.94

01/01/27

04/01/17

36,090

—

0.94

04/01/27

12/18/18

18,750

6,250

42.15

12/18/28

07/31/19

15,104

9,896

67.63

07/31/29

12/16/19

10,000

10,000

71.00

12/16/29

12/14/20

4,325

12,975

194.82

12/14/30

2023.

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

		Option Awards⁽¹⁾					Stock Awards
			No. of Securities Underlying Unexercised Options		Option Exercise Price⁽²⁾	Option Expiration Date	Award Grant Date		Shares or Unites of Stock That Have Not Vested
	Executive	Grant Date	Exercisable (#)⁽²⁾	Unexercisable (#)⁽²⁾				Number (#)⁽³⁾		Market Value ($)⁽⁴⁾
	Philip J. Ebeling	06/30/20	15,000	25,000	87.02	06/30/30
		12/14/20	4,325	12,975	194.82	12/14/30
	Bryan K. Phillips	01/29/21	0	15,000	201.51	01/29/31	01/29/21		2,275		523,387
												Option Awards⁽¹⁾					Stock Awards
													No. of Securities Underlying Unexercised Options		Option Exercise Price⁽²⁾	Option Expiration Date	Award Grant Date		Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested
Name												Option Grant Date	Exercisable (#)⁽²⁾	Unexercisable (#)⁽²⁾				Number (#)		Market or Payout Value ($)⁽³⁾
Timothy P. Herbert												12/18/18	84,943	—	42.15	12/18/28	02/11/22		9,229⁽⁴⁾		1,877,455
												12/16/19	64,062	—	71.00	12/16/29	02/10/23		5,700⁽⁵⁾		1,159,449
												12/14/20	32,400	10,800	194.82	12/14/30
												02/11/22	8,145	9,628	227.53	02/11/32
												02/10/23	—	20,439	263.16	02/10/2033
Randall A. Ban												01/01/17	200	—	0.94	01/01/27	02/11/22		3,076⁽⁴⁾		625,751
												04/01/17	11,090	—	0.94	04/01/27	02/10/23		1,520⁽⁵⁾		309,112
												12/18/18	25,000	—	42.15	12/18/28
												07/31/19	25,000	—	67.63	07/31/29
												12/16/19	20,000	—	71.00	12/16/29
												12/14/20	12,975	4,325	194.82	12/14/30
												02/11/22	2,715	3,209	227.53	02/11/32
												02/10/23	—	5,450	263.16	02/11/33
Richard J. Buchholz												12/18/18	7,159	—	42.15	12/18/28	02/11/22		3,076⁽⁴⁾		625,751
												12/16/19	17,849	—	71.00	12/16/29	02/10/23		1,520⁽⁵⁾		309,112
												12/14/20	12,975	4,325	194.82	12/14/30
												02/11/22	2,715	3,209	227.53	02/11/32
												02/10/23	—	5,450	263.16	02/10/33
Philip J. Ebeling												06/30/20	35,000	5,000	87.02	06/30/30	02/11/22		3,076⁽⁴⁾		625,751
												12/14/20	5,975	4,325	194.82	12/14/30	02/10/23		1,520⁽⁵⁾		309,112
												02/11/22	2,715	3,209	227.53	02/11/32
												02/10/23	—	5,450	263.16	02/10/33
Carlton W. Weatherby												07/31/23	—	4,452	287.81	07/31/33	07/31/23		1,390⁽⁵⁾		282,768

(1)

Each stock option award has the same vesting schedule, which provides for 25% of the award to vest on the first anniversary of the grant date and the remaining 75% of the award to vest in 36 equal monthly installments thereafter (such that the award would fully vest on the fourth anniversary of the grant date), subject to the recipient’s continuous employment with us through the relevant vesting dates; provided that a stock option award will fully accelerate in vesting in the event of a termination of the recipient’s employment by us without “Cause” (as defined in the ~~named executive officer’s~~NEO’s employment agreement) within one year following a “Change in Control”. For additional details, please refer to the section titled “Executive Compensation—Narrative to Summary Compensation Table—Equity Compensation” above.

(2)

Pursuant to provisions in the Inspire Medical Systems, Inc. 2007 Stock Incentive Plan, as amended (the “2007 Plan”) and the Inspire Medical Systems, Inc. 2017 Plan, as amended (the “2017 Plan”), the exercise price and number of shares subject to the options granted under the 2007 Plan and 2017 Plan were adjusted in connection with the 1-for-6.650 reverse stock split of our common stock effected on April 20, 2018. Accordingly, the share totals and exercise prices shown in the table above reflect our ~~named executive officers’~~NEOs’ post reverse stock split holdings.

(3)	~~Represents restricted stock units that vest in four equal installments beginning on the first anniversary of the date of grant.~~

~~(4)~~

The market value of ~~restricted share units~~PSUs that have not vested equals the number of such shares, units or other rights multiplied by ~~$230.06,~~$203.43, which was the closing price per share of the Company’s common stock as listed on the New York Stock Exchange on December ~~31, 2021.~~29, 2023 (the last trading day of the fiscal year).

(4)

Represents performance stock units granted in February 2022. The performance objectives for this plan are specified levels of revenue over the three-year performance period ending December 31, 2024. Because cumulative performance for the three-year performance period applicable to these PSUs has not yet surpassed the threshold level established for payout, the number of shares and payout value are reported at the threshold level.

(5)

Represents performance stock units granted in February 2023. The performance objectives for this plan are specified levels of revenue and operating income over the three-year performance period ending December 31, 2025. Because cumulative performance for the three-year performance period applicable to these PSUs has not yet surpassed the threshold level established for payout, the number of shares and payout value are reported at the threshold level.

Inspire Medical Systems, Inc.

2024 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Option Exercises — Fiscal ~~2021~~2023

The following table shows for fiscal ~~2021~~2023 the number of shares acquired upon exercise of option awards and the value realized upon such exercise.

Option Awards

Number of Shares
Acquired on Exercise(#)

Value Realized on
Exercise ($)⁽¹⁾

Timothy P. Herbert

—

—

Richard J. Buchholz

17,255

3,283,565

Randall A. Ban

39,947

7,779,376

Philip J. Ebeling

—

—

Bryan K. Phillips

—

—

	Option Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)⁽¹⁾
Timothy P. Herbert	208,989	29,784,681
Randall A. Ban	20,000	5,108,654
Richard J. Buchholz	6,100	1,367,751
Philip J. Ebeling	7,000	561,260
Carlton W. Weatherby	—	—

(1)	Represents the difference between the option exercise price and the closing price of our common stock, as reported on the New York Stock Exchange, on the date of exercise, multiplied by the number of shares of our common stock underlying the stock options that were exercised.

~~Inspire Medical Systems, Inc.~~

~~2022 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

Potential Payments Upon Termination or Change-in-Control

We have entered into certain agreements with each of our ~~named executive officers,~~NEOs, as described below, that provide for potential payments upon either a termination of employment or upon a change in control. Please see the “Named Executive Officer Employment Agreements” section above for a description of these potential payments and related benefits. The table below describe the payments that may be made to our ~~named executive officers~~NEOs upon several events of termination, assuming the termination event occurred on the last day of fiscal ~~2021~~2023 (except as otherwise noted).

~~Potential Payments Table~~POTENTIAL PAYMENTS TABLE

Name

Benefit

Death
($)

Disability
($)

Termination
Without Cause
or for Good
Reason / Cause
(no Change in
Control)
($)

Change in
Control (no
Termination)
($)

Termination
Without Cause or
for Good Reason /
Cause in
Connection with a
Change in Control
($)

Timothy P. Herbert

Cash

—

—

1,178,052

—

1,488,066

Equity Acceleration⁽¹⁾

—

—

—

—

28,737,084

All Other Payments or Benefits

—

—

23,930

—

35,895

Total

—

—

1,201,982

—

30,261,045

Richard J. Buchholz

Cash

—

—

513,776

—

616,531

Equity Acceleration⁽¹⁾

—

—

—

—

7,336,269

All Other Payments or Benefits

—

—

17,948

—

23,930

Total

—

—

531,723

—

7,976,730

Randall A. Ban

Cash

—

—

403,441

—

488,254

Equity Acceleration⁽¹⁾

—

—

—

—

8,732,389

All Other Payments or Benefits

—

—

17,948

—

23,930

Total

—

—

421,388

—

9,244,574

Name	Benefit	Death ($)	Disability ($)	Termination Without Cause or for Good Reason / Cause (no Change in Control) ($)	Change in Control (no Termination) ($)	Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($)
Timothy P. Herbert	Cash	—	—	1,449,000	—	1,794,000
	Equity Acceleration⁽¹⁾⁽²⁾	—	—	—	4,196,354	4,289,342
	All Other Payments or Benefits	—	—	25,307	—	37,960
	Total	—	—	1,474,307	—	6,121,302
Randall A. Ban	Cash	—	—	517,850	—	610,466
	Equity Acceleration⁽¹⁾⁽²⁾	—	—		1,243,974	1,281,213
	All Other Payments or Benefits	—	—	18,980	—	25,307
	Total	—	—	536,830	—	1,916,986
Richard J. Buchholz	Cash	—	—	580,680	—	692,349
	Equity Acceleration⁽¹⁾⁽²⁾	—	—	—	1,243,974	1,281,213
	All Other Payments or Benefits	—	—	18,980	—	25,307
	Total	—	—	599,660	—	1,998,868

Inspire Medical Systems, Inc.

57
56

~~2022~~2024 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

	Name	Benefit	Death ($)	Disability ($)	Termination Without Cause or for Good Reason / Cause (no Change in Control) ($)	Change in Control (no Termination) ($)	Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($)
	Philip J. Ebeling	Cash	—	—	508,750	—	610,500
		Equity Acceleration⁽¹⁾	—	—	—	—	6,341,566
		All Other Payments or Benefits	—	—	17,948	—	23,930
		Total	—	—	526,698	—	6,975,996
	Bryan K. Phillips	Cash	—	—	468,750	—	562,500
		Equity Acceleration⁽¹⁾	—	—	—	—	954,746
		All Other Payments or Benefits	—	—	—	—	—
		Total	—	—	468,750	—	1,517,246
Name								Benefit	Death ($)	Disability ($)	Termination Without Cause or for Good Reason / Cause (no Change in Control) ($)	Change in Control (no Termination) ($)	Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($)
Philip J. Ebeling								Cash	—	—	591,667	—	705,449
								Equity Acceleration⁽¹⁾⁽²⁾	—	—	—	1,243,974	1,863,263
								All Other Payments or Benefits	—	—	18,980	—	25,307
								Total	—	—	610,647	—	2,594,018
Carlton W. Weatherby								Cash	—	—	477,750	—	591,500
								Equity Acceleration⁽¹⁾⁽²⁾	—	—	—	565,535	565,535
								All Other Payments or Benefits	—	—	13,410	—	20,115
								Total	—	—	491,160	—	1,177,150

(1)

The value of the accelerated stock options is calculated based on the number of shares of our common stock subject to ~~accelerated unvested stock options~~acceleration multiplied by the difference between ~~$230.24,~~$203.43, the closing price for a share of our common stock on the New York Stock Exchange on December 31, ~~2021,~~2023, and the per share exercise price. The value of the accelerated ~~restricted stock units~~PSUs is calculated based on the number of unvested ~~restricted stock units~~PSUs multiplied by ~~$230.24,~~$203.43, the closing price for a share of our common stock on the New York Stock Exchange on December 31, ~~2021.~~2023.

(2)

Under the PSU award agreements, in the event of a change in control where the PSUs are not assumed or otherwise continued by an acquirer, the PSUs will be deemed achieved at the greater of target or actual achievement (measured as of the change in control), and such deemed PSUs will accelerate and vest as of such change in control.

Inspire Medical Systems, Inc.

58
57

~~2022~~2024 Proxy Statement

Pay Versus Performance

The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, and 2023, and our financial performance for each such fiscal year:

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
					Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)⁽¹⁾	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)⁽¹⁾	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)⁽²⁾	Net Income ($)	Revenue ($)
2023	7,490,775	876,350	2,184,323	(488,837)	274.13	98.68	(21,153,000)	624,799,000
2022	5,675,394	8,351,516	2,140,038	3,119,563	339.42	104.93	(44,881,000)	407,856,000
2021	1,272,916	10,637,336	1,132,482	3,925,220	310.25	137.24	(42,042,000)	233,394,000
2020	4,865,607	21,661,173	2,459,027	6,851,303	253.46	132.83	(57,203,000)	115,381,000

(1)

Amounts represent compensation “actually paid” to our principal executive officer, or PEO, and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Year	PEO	Non-PEO NEOs
2023	Timothy P. Herbert	Randall A. Ban, Richard J. Buchholz, Philip J. Ebling and Carlton W. Weatherby
2022	Timothy P. Herbert	Randall A. Ban, Richard J. Buchholz, Philip J. Ebeling and John C. Rondoni
2021	Timothy P. Herbert	Randall A. Ban, Richard J. Buchholz, Philip J. Ebeling and Bryan K. Phillips
2020	Timothy P. Herbert	Randall A. Ban, Richard J. Buchholz, Philip J. Ebeling and Steven L. Jandrich

Compensation actually paid (CAP) to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as reflected below. The fair values of PSUs, and stock options included in the CAP to our PEO and the Average CAP to our non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2023. Any changes to the PSU fair values from the grant date are based on our updated stock price at the respective measurement dates and updated performance metric projections, which were as revenue for PSUs granted in 2022 and revenue and operating income for PSUs granted in 2023. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, risk-free rate assumptions, and changes to our non-PEO NEOs.

	2023
Adjustments	PEO	Average non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	(6,132,855)	(1,612,079)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	(1,793,970)	(492,661)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	—	—
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	(1,419,624)	(1,428,442)

	2023
Adjustments	PEO	Average non-PEO NEOs
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	2,732,024	860,022
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	—	—
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date	—	—
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY	—	—
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	—	—
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	—	—
TOTAL ADJUSTMENTS	(6,614,425)	(2,673,160)

(2)	For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P Healthcare Equipment Select Industry Index (the “Peer Group”).

(3)	We have selected Revenue as our company-selected measure, which is a GAAP measure.

Narrative Disclosure to Pay Versus Performance Table

Relationship Between Financial Performance Measures

The line graphs below compare (i) the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR, (iii) our Peer Group TSR, (iv) our Net Income, and (v) our Revenue, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, and 2023.

TSR amounts reported in the graph assume an initial fixed investment of $100.

Pay Versus Performance Tabular List

We believe that revenue, adjusted operating income (loss), and insurance reimbursement approvals, given the Company’s stage of development and market opportunity, represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023.

CEO Pay Ratio

As required by Item 402(u) of Regulation S-K, we are providing pay ratio information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. ~~Timothy P.~~ Herbert, our ~~Chief Executive Officer.~~CEO. For ~~2021,~~2023, our last completed fiscal year:

the median of the annual total compensation of all employees of our Company (other than our CEO), was ~~$205,859;~~$274,967; and

the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this ~~document~~Proxy Statement was ~~$1,272,917.~~$7,490,775.

Based on this information, the ratio of the CEO’s fiscal ~~2021~~2023 annual total compensation to that of the median employee 627 to 1.

Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

In determining the pay ratio calculation, we used the methodology, assumptions, and estimates set forth below in determining the median employee.

1.	We selected October 1, ~~2021,~~2023, which is within the last three months of fiscal ~~2021,~~2023, as the date upon which we would identify the median employee.

2.	We determined that, as of October 1, ~~2021,~~2023, our employee population consisted of ~~455~~971 individuals working at the Company.

For purposes of measuring the compensation of our employee population, we selected a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of October 1, ~~2021:~~2023: (1) annual base pay, (2) the actual cash incentive opportunity using the payout under the ~~2021~~2023 MIP, and (3) the grant date fair value for equity awards granted through December 31, ~~2021.~~2023. In identifying the median employee, we annualized the compensation values of permanent employees that joined our Company during fiscal ~~2021.~~2023. Amounts paid in foreign currencies were converted to U.S. Dollars based on the average annual exchange rate as of October 1, ~~2021.~~2023.

4.	After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee's annual target total direct compensation in accordance with the requirements of the Summary Compensation Table.

Once we identified the median employee, we identified and calculated the elements of such employee’s compensation for fiscal ~~2021~~2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of ~~$205,859.~~$274,967. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table included elsewhere in this document.

We believe the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

~~Director Compensation~~

~~Non-Employee Director Compensation Policy~~

We maintain a compensation policy that provides cash and equity compensation to our non-employee directors for their service on the Board and its committees as discussed below. On a periodic basis, the organization and compensation committee reviews the policy to ensure that the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties and to compensate our directors fairly for their services and whether any recommendations for adjustment should be made to the Board. The review includes the consideration of qualitative and comparative factors. To ensure directors are compensated relative to the scope of their responsibilities, the organization and compensation committee considers: (1) the time and effort involved in preparing for Board and committee meetings and the additional duties assumed by committee chairs and our chair; (2) the risks associated with fulfilling fiduciary duties; and (3) the compensation paid to directors at the same peer group of companies used to assess the competitiveness of our executive compensation programs. All cash and equity awards granted under the non-employee director compensation policy will be granted under, and subject to the limits of, the 2018 Plan.

~~Cash Compensation.~~ Under the policy in effect at the beginning of fiscal 2021, each of our non-employee directors was eligible to receive an annual retainer of $40,000. Our non-employee directors were also eligible to receive additional annual retainers as follows:

~~the chair of the Board received an additional annual cash retainer of $35,000;~~

~~the chair of the audit committee received an additional annual cash retainer of $20,000, and the non-chair members of that committee received an additional annual cash retainer of $10,000;~~

the chair of the organization and compensation committee received an additional annual cash retainer of $15,000, and the non-chair members of that committee received an additional annual cash retainer of $7,500; and

the chair of the nominating and corporate governance committee received an additional annual cash retainer of $15,000, and the non-chair members of that committee received an additional annual cash retainer of $7,500.

~~Equity Compensation.~~ In addition to the cash compensation described above, each of our non-employee directors is eligible to receive an award of stock options as compensation for his or her service on the Board. Upon a director’s initial election or appointment to the Board, such director will receive an award of stock options having a grant date value of $165,000. On an annual basis thereafter, each non-employee director is eligible to receive an award of stock options having a grant value of $110,000. The terms of each such award will be set forth and subject to the terms contained in a written award agreement between the Company and each non-employee director, which will generally provide for vesting after one year of continued service as a director. Each such award will vest in full immediately prior to the occurrence of a Change in Control (as defined in the 2018 Plan).

~~Market-Based Adjustments to Director Compensation.~~ In April 2021, following a review of the compensation practices for non-employee directors at our peer group, the Board approved market-based increases to the compensation paid to our non-employee directors under the policy as follows, which increases became effective as of April 29, 2021: (a) the annual cash retainer paid to each non-employee director will be $45,000; (b) the additional annual cash retainer to be paid to the Board chair will be $40,000; (c) the initial award of stock options to be granted to a newly appointed non-employee director will be $210,000; and (d) the annual award of stock options to be granted to non-employee directors will be $140,000.

~~Director Compensation Table for Fiscal 2021~~

~~The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2021:~~

Name

Fees Earned or Paid
in Cash
($)

Option Awards
($)⁽²⁾⁽³⁾

Total
($)

Shelley G. Broader

50,865⁽¹⁾

140,000

190,865

Gary L. Ellis

58,365⁽¹⁾

140,000

198,365

Georgia Garinois-Melenikiotou

53,365⁽¹⁾

140,000

193,365

Jerry C. Griffin, M.D.

58,365

140,000

198,365

Dana G. Mead, Jr.

53,365

140,000

193,365

Shawn T McCormick

63,365

140,000

203,365

Marilyn Carlson Nelson

89,231⁽¹⁾

140,000

229,231

Casey M. Tansey

58,365⁽¹⁾

140,000

198,365

~~(1)~~

Each of Ms. Broader, Mr. Ellis, Ms. Garinois-Melenikioutou, Ms. Nelson, and Mr. Tansey elected to receive such amounts, or a portion of such amounts, in the form of fully vested shares of our common stock in lieu of cash payment, which resulted in the issuance of 235 shares of our common stock to Ms. Broader, 269 shares of our common stock to Mr. Ellis, 247 shares of our common stock to Ms. Garinois-Melenikioutou, 415 shares of our common stock to Ms. Nelson, and 269 shares of our common stock to Mr. Tansey.

~~(2)~~

Amounts reflect the full grant date fair value of stock options granted during fiscal 2021 computed in accordance with ASC 718, rather than the amounts paid to or realized by the named director. We provide information regarding the assumptions used to calculate the value of all stock option awards in Note 7 to our audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

~~(3)~~

~~The table below shows the aggregate numbers of stock option awards (exercisable and unexercisable) held as of December 31, 2021 by each director who was serving as of December 31, 2021.~~

	~~Name~~			~~Number of Shares of Common Stock Underlying~~ ~~Options Outstanding at Fiscal Year End~~
	~~Shelley G. Broader~~			~~4,288~~
	~~Gary L. Ellis~~			~~9,937~~
	~~Georgia Garinois-Melenikiotou~~			~~3,731~~
	~~Jerry C. Griffin, M.D.~~			~~37,818~~
	~~Dana G. Mead, Jr.~~			~~26,541~~
	~~Shawn T McCormick~~			~~41,578~~
	~~Marilyn Carlson Nelson~~			~~49,096~~
	~~Casey M. Tansey~~			~~26,541~~

Stock Ownership

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information relating to the beneficial ownership of our common stock as of March ~~3, 2022~~5, 2024 by:

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;

each of our directors;

each of our ~~named executive officers~~NEOs for fiscal ~~2021;~~2023; and

all directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, subject to any applicable community property laws.

The percentage of shares beneficially owned is computed on the basis of ~~28,357,314~~30,297,311 shares of our common stock outstanding as of March ~~3, 2022.~~5, 2024. Shares of our common stock that a person has the right to acquire within 60 days of March ~~3, 2022~~5, 2024 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Inspire Medical Systems, Inc., 5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416.

Name of Beneficial Owner

Number of Shares
Beneficially Owned

Percentage of Shares
Beneficially Owned

Holders of More than 5%:

The Vanguard Group⁽¹⁾

2,559,739

9.0%

BlackRock, Inc.⁽²⁾

1,846,227

6.5%

FMR LLC⁽³⁾

1,538,454

5.4%

Named executive officers and directors:

Timothy P. Herbert⁽⁴⁾

790,513

2.8%

Marilyn Carlson Nelson⁽⁵⁾

153,936

*

Randall A. Ban⁽⁶⁾

97,508

*

Richard J. Buchholz⁽⁷⁾

90,049

*

Shawn T McCormick⁽⁸⁾

52,096

*

Dana G. Mead, Jr.⁽⁹⁾

46,541

*

Casey M. Tansey⁽¹⁰⁾

45,815

*

Jerry C. Griffin, M.D.⁽¹¹⁾

37,818

*

Philip J. Ebeling⁽¹²⁾

24,398

*

Gary L. Ellis⁽¹³⁾

10,159

*

Bryan K. Phillips⁽¹⁴⁾

5,096

*

Shelley G. Broader⁽¹⁵⁾

2,495

*

Georgia Garinois-Melenikiotou⁽¹⁶⁾

1,294

*

All executive officers and directors as a group
(14 individuals)⁽¹⁷⁾

1,417,781

5.0%

Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned
Holders of More than 5%:
FMR LLC⁽¹⁾	3,257,544	10.8%
The Vanguard Group⁽²⁾	2,931,469	9.7%
BlackRock, Inc.⁽³⁾	1,800,118	5.9%

Named executive officers and directors:
Timothy P. Herbert⁽⁴⁾	547,328	1.8%
Marilyn Carlson Nelson⁽⁵⁾	92,691	*
Richard J. Buchholz⁽⁶⁾	91,167	*
Randall A. Ban⁽⁷⁾	88,408	*
Shawn T McCormick⁽⁸⁾	54,008	*
Philip J. Ebeling⁽⁹⁾	53,573	*
Dana G. Mead, Jr.⁽¹⁰⁾	48,453	*
Casey M. Tansey⁽¹¹⁾	48,266	*
Jerry C. Griffin, M.D.⁽¹²⁾	22,636	*
Gary L. Ellis⁽¹³⁾	14,414	*
Shelley G. Broader⁽¹⁴⁾	7,051	*
Georgia Garinois-Melenikiotou⁽¹⁵⁾	6,304	*
Cynthia B. Burks⁽¹⁶⁾	1,277	*
Carleton W. Weatherby	2,694	*
Myriam J. Curet, M.D.	1,384	*
All executive officers and directors as a group (19 individuals)⁽¹⁷⁾	1,236,277	4.1%

*	Represents less than 1%.

(1)

Based on a Schedule ~~13G~~13G/A filed with the SEC on February ~~10, 2022~~9, 2024 by FMR LLC and Abigail P. Johnson, which reflects that FMR LLC has sole voting and dispositive power with respect to 3,257,544 shares of our common stock and Abigail P. Johnson has sole dispositive power with respect to 3,257,544 shares of our common stock. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. The address of FMR LLC and Abigail P. Johnson is 245 Summer St., Boston, MA 02210.

(2)

Based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, which reflects that The Vanguard Group has shared voting power with respect to ~~50,971~~12,359 shares, sole dispositive power with respect to ~~2,484,810~~2,888,175 shares, and shared dispositive power with respect to ~~74,929~~43,294 shares of our common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

~~(2)~~
(3)

Based on a Schedule ~~13G~~13G/A filed with the SEC on ~~February 3, 2022~~January 29, 2024, by BlackRock, Inc., which reflects that BlackRock, Inc. has sole voting power with respect to ~~1,846,227~~1,725,819 shares of our common stock and sole dispositive power with respect to ~~1,846,227~~1,800,118 shares of our common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

~~(3)~~

Based on a Schedule 13G filed with the SEC on January 10, 2022 by FMR LLC has sole voting power with respect to 64,882 shares of our common stock and sole dispositive power with respect to 1,538,454 shares of our common stock. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

(4)

Includes for Mr. Herbert, (i) ~~241,237~~219,839 shares of common stock held by ~~a trust~~trusts as to which Mr. Herbert ~~serves~~may be deemed to have beneficial ownership, (ii) 117,658 shares of common stock held by an LLC as ~~trustee~~to which Mr. Herbert may be deemed to have beneficial ownership; and ~~(ii) 408,126~~(iii) 200,591 shares of common stock underlying options currently exercisable or exercisable within 60 days of March ~~3, 2022. Does not include 350~~5, 2025. As of March 5, 2024, Mr. Herbert had pledged as collateral under a line of credit 127,911 shares of common stock, ~~held by his daughter as to~~ which ~~Mr. Herbert disclaims beneficial ownership.~~was approved in accordance with our Insider Trading Compliance Policy.

(5)

Includes for Ms. Nelson, (i) ~~101,130~~50,919 shares of common stock held by GDN Holdings, LLC (“GDN”), as to which Ms. Nelson is the managing member and (ii) ~~49,096~~16,505 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(6)

Includes for Mr. ~~Ban, 97,075~~Buchholz, 44,221 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024. Does not include 1,225 shares of common stock held by his daughter as to which Mr. Buchholz disclaims beneficial ownership.

(7)	Includes for Mr. Ban, 85,213 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March 5, 2024. Does not include 166 shares of common stock held by his daughter as to which Mr. Ban disclaims beneficial ownership.

~~(7)~~

Includes for Mr. Buchholz, 24,373 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March 3, 2022. Does not include 1,000 shares of common stock held by his daughter as to which Mr. Buchholz disclaims beneficial ownership.

(8)	Includes for Mr. McCormick, (i) 3,000 shares of common stock held by a trust as to which Mr. McCormick serves as trustee and (ii) ~~41,578~~38,821 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(9)	Includes for Mr. ~~Mead, 26,541~~Ebeling, 50,546 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(10)	Includes for Mr. ~~Tansey, 26,541~~Mead, 27,784 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(11)	Includes for ~~Dr. Griffin, 37,818~~Mr. Tansey, 27,784 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(12)	Includes for ~~Mr. Ebeling, 24,099~~Dr. Griffin, 13,784 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(13)	Includes for Mr. Ellis, ~~8,184~~11,180 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(14)	Includes for ~~Mr. Phillips, 4,687~~Ms. Broader, 5,531 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(15)	Includes for Ms. ~~Broader, 2,213~~Garinois-Melenikiotou, 4,974 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(16)	Includes for Ms. ~~Garinois-Melenikiotou, 1,175~~Burks, 608 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

(17)	Includes for all executive officers and directors as a group, ~~807,364~~636,193 shares of common stock underlying stock options currently exercisable or exercisable within 60 days of March ~~3, 2022.~~5, 2024.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, our principal accounting officer and persons who beneficially own more than 10% of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, ~~2021~~2023 filed with the SEC and on written representations by our directors and executive officers, all required Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer, and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, ~~2021.~~2023 other than those previously reported in our definitive proxy statement filed in 2023 and one late Form 4 reporting one transaction for each of John C. Rondoni, Georgia Garinois-Melenikiotou, Gary L. Ellis, Shelley G. Broader, Charisse Y. Sparks, M.D., and Casey M. Tansey, three late Form 4s reporting four transactions for Marilyn Carlson Nelson, one late Form 4 reporting four transactions for Steven L. Jandrich, and three late Form 4s reporting seven transactions for Timothy P. Herbert.

Certain Transactions With Related Persons

Policies and Procedures on Transactions with Related Persons

Our Board ~~of Directors~~ recognizes that transactions with related persons present a heightened risk of conflicts of ~~interests~~interest and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-held common stock listed on the NYSE. Our related person transaction policy requires that the ~~audit committee~~Audit Committee approve or ratify related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K (which are transactions, subject to specified exceptions, in which we were or are to be a participant, the amount involved exceeds $120,000 and in which any “related person” as defined under Item 404(a) of Regulation S-K had or will have a direct or indirect material interest). It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest and that no director may participate in the approval of a related person transaction for which he or she is a “related person.” Each of the transactions described below ~~entered into following the adoption of our related person transaction policy~~ was approved or ratified, as applicable, in accordance with such policy.

On December 21, 2023, the Company entered into an agreement with Dudley Capital Partners, LLC (“Dudley”), an entity controlled by the Company’s Chief Executive Officer and President, Timothy P. Herbert (the “Cost Sharing Agreement”), pursuant to which the Company agreed to share the costs of a corporate suite at the XCEL Energy Center (the “Suite”). In August 2023, Dudley entered into an agreement with Saint Paul Arena Company, LLC, (the “Suite Agreement”) pursuant to which Dudley acquired certain rights to use the Suite for specified sporting and other events at XCEL Energy Center through August 31, 2026. Under the Suite Agreement, Dudley agreed to pay a suite fee of $240,000 per year (with each year beginning on September 1 and ending on August 31), which fee is to increase by 5% each year after the first year. Pursuant to the Cost Sharing Agreement, the Company will reimburse Dudley 50% of the yearly suite fee, payable in two annual installments, in exchange for the right to use the Suite for 50% of the scheduled events at XCEL Energy Center through August 31, 2026 (subject to ratable adjustment in the event that either Dudley or the Company uses the Suite for more than 50% of the total number of scheduled events).

Director and Officer Indemnification and Insurance

We have agreed to indemnify each of our directors and executive officers against certain liabilities, costs, and expenses, and have purchased directors’ and officers’ liability insurance.

~~PROPOSAL NO. 3~~

~~Approval, On An Advisory~~

~~(Non-Binding) Basis, Of The Compensation Of Our Named Executive Officers~~

~~Background~~

As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal (the “Say-on-Pay Vote”), and commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. The Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. At our 2020 Annual Meeting of Stockholders held on April 30, 2020, our stockholders recommended, on an advisory basis, that the stockholder vote on the compensation of our named executive officers occur every year. In light of the foregoing recommendation, the Board determined to hold a “say-on-pay” advisory vote every year. Accordingly, our next advisory say-on-pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2023 Annual Meeting of Stockholders. At our 2021 Annual Meeting of Stockholders, approximately 90.3% of the votes cast on the say-on-pay proposal were voted “FOR” the proposal.

~~We encourage our stockholders to review the “Executive Compensation” section of this Proxy Statement for more information.~~

As an advisory approval, this proposal is not binding upon us or our Board of Directors. However, the organization and compensation committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and organization and compensation committee will consider the outcome of this vote in making future compensation decisions for our named executive officers. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of Inspire Medical Systems, Inc. approve, on an advisory basis, the fiscal year 2021 compensation of Inspire Medical Systems, Inc.’s named executive officers as described in the “Executive Compensation” section and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Inspire Medical Systems, Inc.’s Proxy Statement for the 2022 Annual Meeting of Stockholders.”

~~Board Recommendation~~

~~Our Board of Directors unanimously recommends you vote~~ ~~FOR~~ the resolution to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, as disclosed in the “Executive Compensation” section, the accompanying compensation tables and related narrative disclosure of this Proxy Statement.

Stockholder Proposals And Director Nominations

Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our annual meeting of stockholders to be held in ~~2023~~2025 (the ~~“2023~~“2025 Annual Meeting”) pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our offices at 5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416, in writing not later than November ~~16, 2022.~~19, 2024.

Stockholders intending to present a proposal at our ~~2023~~2025 Annual Meeting, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our ~~bylaws.~~Bylaws. Our ~~bylaws~~Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the anniversary of the preceding year’s annual meeting of stockholders. Therefore, we must receive notice of such a proposal or nomination for the ~~2023~~2025 Annual Meeting no earlier than the close of business on ~~December 29, 2022~~January 2, 2025, and no later than the close of business on ~~January 28, 2023.~~February 1, 2025. The notice must contain the information required by our ~~bylaws.~~Bylaws. In the event that the date of the ~~2023~~2025 Annual Meeting is more than 30 days before or more than 60 days after ~~April 28, 2023,~~May 2, 2025, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the ~~2023~~2025 Annual Meeting and not later than the close of business of the 90th day prior to the ~~2023~~2025 Annual Meeting or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by us. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder’s compliance with this deadline.

In addition to satisfying the foregoing requirements under our ~~bylaws,~~Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the ~~2023 annual meeting of stockholders~~2025 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange ~~Act no later than February 27, 2023.~~Act.

We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting ~~the~~ Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

~~2021~~General Information about the Annual Meeting and Voting

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Thursday, May 2, 2024 at 8:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, and will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/INSP2024 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials (“Notice and Access Card”), on your proxy card or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on March 5, 2024 (the “Record Date”).

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:

•	Proposal No. 1: Election of the director nominees listed in this Proxy Statement.

•	Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.

•	Proposal No. 3: Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?

The rules of the SEC permit us to furnish proxy materials, including this Proxy Statement and the Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice and Access Card provides instructions on how to access and review on the Internet all of the proxy materials. The Notice and Access Card also instructs you as to how to authorize, via the Internet, your proxy to vote your shares according to your voting instructions. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials described in the Notice and Access Card.

What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials?

Can I vote my shares by filling out and returning the Notice and Access Card?

Who is entitled to vote at the Annual Meeting?

Holders of record of shares of our common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 30,297,311 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 8:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder (also called a “registered holder”) has an Inspire stock certificate or holds their Inspire shares in an account with our transfer agent, Equiniti Trust Company, LLC. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

What do I do if my shares are held in “street name”?

How many shares must be present to hold the Annual Meeting?

Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

What are “broker non-votes”?

Under current New York Stock Exchange (“NYSE”) interpretations that govern broker non-votes, Proposal Nos. 1 and 3 are considered non-discretionary matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Broker non-votes will not impact the outcome of Proposal Nos. 1 or 3. Proposal No. 2 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal. Accordingly, we do not expect any broker non-votes with respect to Proposal No. 2.

What if a quorum is not present at the Annual Meeting?

How do I vote my shares without attending the Annual Meeting?

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote electronically. If you are a stockholder of record, there are three ways to vote by proxy:

by telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;

•	by internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card; or

by mail—You can vote by mail by signing, dating, and mailing the proxy card, which you may have received by mail.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 1, 2024. If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

How can I attend and vote at the Annual Meeting?

We will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/INSP2024. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/INSP2024.

•	Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/INSP2024 on the day of the Annual Meeting.

Webcast starts at 8:00 a.m. Eastern Time, and online check-in begins at 7:45 a.m. Eastern Time.

You will need your 16-Digit Control Number to enter the Annual Meeting.

Stockholders may submit questions while attending the Annual Meeting via the Internet.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?

Will I be able to ask questions at the Annual Meeting?

Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How can I attend and vote at the Annual Meeting?” will be able to submit questions during the Annual Meeting. Additionally, our Annual Meeting will follow “Rules of Conduct,” which will be available on our Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”). Under these Rules of Conduct, a stockholder may ask up to two questions, and we will not address questions that are, among other things:

irrelevant to the business of the Company or to the business of the Annual Meeting;

related to material non-public information of the Company;

related to personal grievances;

derogatory references to individuals or that are otherwise in bad taste;

repetitious statements already made by another stockholder;

in furtherance of the stockholder’s personal or business interests; or

out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Corporate Secretary in their reasonable judgment.

How does the Board recommend that I vote?

The Board recommends that you vote:

FOR the nominees to the Board set forth in this Proxy Statement.

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.

FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.

How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the vote required to approve each item, and how votes are counted:

Proposal No. 1:

Election of

Directors

The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative FOR votes will be elected as Class III directors.

“FOR ALL” “WITHHOLD ALL” “FOR ALL EXCEPT”

None⁽¹⁾

No⁽³⁾

Proposal No. 2:

Ratification of

Appointment of

Independent

Registered Public

Accounting Firm

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR”

“AGAINST” “ABSTAIN”

None⁽²⁾

Yes⁽⁴⁾

Proposal No. 3:

Approval, on an

advisory (non-

binding) basis, of

the compensation

of our named

executive officers

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR”

“AGAINST” “ABSTAIN”

None⁽¹⁾

No⁽³⁾

(1)	Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.

(2)	A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.

(3)	As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Broker non-votes will not impact the outcome of Proposal Nos. 1 or 3.

(4)	As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. Accordingly, we do not expect any broker non-votes with respect to Proposal No. 2.

What if I do not specify how my shares are to be voted?

Who will count the votes?

Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and a representative of Broadridge will act as inspector of election.

Can I revoke or change my vote after I submit my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

sending a written statement to that effect to the attention of our Secretary at our corporate offices, provided such statement is received no later than May 1, 2024;

voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern time, on May 1, 2024;

submitting a properly signed proxy card with a later date that is received no later than May 1, 2024; or

attending the Annual Meeting, revoking your proxy, and voting again.

If you hold shares in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Who will pay for the cost of this proxy solicitation?

Why hold a virtual meeting?

We are excited to continue using the latest technology to provide expanded access, improved communication, and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Furthermore, we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

2023 Annual Report

Our ~~2021~~2023 Annual Report, including our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2023, is being mailed with this Proxy Statement to those stockholders that receive this Proxy Statement in the mail. Stockholders that receive the Notice Regarding the Availability of Proxy Materials can access our ~~2021~~2023 Annual Report, including our Annual Report on Form 10-K for ~~2021,~~2023, at www.proxyvote.com.

Our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2023 has also been filed with the SEC. It is available free of charge at the SEC’s website at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Secretary, Inspire Medical Systems, Inc., 5500 Wayzata Blvd., Suite 1600, Golden Valley, MN 55416.

Your vote is important.Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

Bryan K. Phillips

Senior Vice President, General Counsel, and Secretary

Golden Valley, Minnesota

March ~~16, 2022~~19, 2024

			~~Page~~
~~Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table~~			50
~~Outstanding Equity Awards at Fiscal Year-End~~			55
~~Option Exercises - Fiscal 2021~~			56
~~Potential Payments Upon Termination or Change in Control~~			57
~~CEO PAY RATIO~~			59
~~DIRECTOR COMPENSATION~~			60
~~Non-Employee Director Compensation Policy~~			60
~~STOCK OWNERSHIP~~			63
~~Security Ownership of Certain Beneficial Owners and Management~~			63
~~Delinquent Section 16(a) Reports~~			65
~~CERTAIN TRANSACTIONS WITH RELATED PERSONS~~			66
~~Policies and Procedures on Transactions with Related Persons~~			66
~~Director and Officer Indemnification and Insurance~~			6634
PROPOSAL NO. 3 — APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			6736
Background			6736
Board Recommendation			6736

			Page
~~GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING~~			2
~~QUESTIONS AND ANSWERS~~			2
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			95
Board Size, Structure, and ~~Structure~~Election Process			95
Current Directors and Terms			95
Nominees for Director			96
Board Recommendation			6
Information About Board Nominees and Continuing Directors			107
Class IIII Director Nominees for Election to Three-Year Terms Expiring at the 2027 Annual Meeting of Stockholders			8
Class I Directors Whose Terms Expire at the 2025 Annual Meeting of Stockholders			11
Class II Directors Whose Terms Expire at the ~~2023~~2026 Annual Meeting of Stockholders			1214
~~Class III Directors Whose Terms Expire~~CORPORATE GOVERNANCE			17
Corporate Governance Guidelines			17
Governance Structure			17
Board Leadership Structure			19
Director Independence			19
Board Committees			20
Audit Committee			21
Organization and Compensation Committee			22
Nominating and Corporate Governance Committee			23
Board and Board Committee Meetings and Attendance			23
Executive Sessions			23
Director Attendance at ~~the 2024~~ Annual Meeting of Stockholders			1324
~~Board Recommendation~~Director Nomination Process			1324
Board Role in Risk Oversight			25
Committee Charters and Corporate Governance Guidelines			26
Code of Business Conduct and Ethics			26
Anti-Hedging Policy			26
Communications with the Board			27
Stockholder Engagement			27
DIRECTOR COMPENSATION			28
Non-Employee Director Compensation Policy			28
Director Compensation Table for Fiscal 2023			29
PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1431
Appointment of Independent Registered Public Accounting Firm			1431
Board Recommendation			31
Audit, Audit-Related, Tax, and All Other Fees			1532
Pre-Approval Policies and Procedures			1532
~~Board Recommendation~~AUDIT COMMITTEE REPORT			16
~~Audit Committee Report~~			1733
EXECUTIVE OFFICERS			18
~~CORPORATE GOVERNANCE~~			20
~~Corporate Governance Guidelines~~			20
~~Board Leadership Structure~~			20
~~Director Independence~~			21
~~Board Committees~~			22
~~Audit Committee~~			23
~~Organization and Compensation Committee~~			24
~~Nominating and Corporate Governance Committee~~			25
~~Board and Board Committee Meetings and Attendance~~			25
~~Executive Sessions~~			26
~~Director Attendance at Annual Meeting of Stockholders~~			26
~~Director Nominations Process~~			26
~~Board Role in Risk Oversight~~			27
~~Our Environmental, Social, and Governance Principles~~			28
~~Committee Charters and Corporate Governance Guidelines~~			31
~~Code of Business Conduct and Ethics~~			31
~~Anti-Hedging Policy~~			32
~~Communications with the Board~~			32
~~EXECUTIVE COMPENSATION~~			33
~~Compensation Discussion and Analysis~~			33
~~Organization and Compensation Committee Report~~			47
~~Summary Compensation Table~~			48
~~Grants of Plan-Based Awards - Fiscal 2021~~			49

	2021 Peer Group Comparison
	Revenue	Market Cap	Employees
25th Percentile	$147.4	$1,339.4	441
Median	$225.7	$2,758.1	614
75th Percentile	$314.0	$4,767.4	867

Named Executive Officer	2020 Base Salary ($)⁽¹⁾	2021 Base Salary ($)⁽¹⁾	% Change
Timothy P. Herbert	505,856	620,700	23%
Randall A. Ban	327,782	339,254	3%
Richard J. Buchholz	383,379	411,100	7%
Philip J. Ebeling	370,000	407,000	10%
Bryan K. Phillips⁽²⁾	N/A	375,000	N/A

Executive	Base Salary ($)⁽¹⁾	Target Opportunity (%)	Target Opportunity ($)⁽²⁾	MIP Achievement Percentage (%)	Actual MIP Payout ($)⁽³⁾
Timothy P. Herbert	620,028	90%	558,025	117.0%	652,889
Richard J. Buchholz	411,020	50%	205,510	117.0%	240,447
Philip J. Ebeling	407,000	50%	203,500	117.0%	238,095
Bryan K. Phillips⁽⁴⁾	375,000	50%	187,500	117.0%	208,170

Name	Stock Options ($)	Performance Share Units ($)	Target Total LTI Compensation ($)
Timothy P. Herbert	2,100,000	2,100,000	4,200,000
Randall A. Ban	700,000	700,000	1,400,000
Richard J. Buchholz	700,000	700,000	1,400,000
Philip J. Ebeling	700,000	700,000	1,400,000
Bryan K. Phillips	700,000	700,000	1,400,000

	Year	Salary ($)⁽¹⁾	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	Total ($)
Timothy P. Herbert President and Chief Executive Officer	2021	620,028	—	—	—	652,889	1,272,917
	2020	505,856	—	—	3,918,240	441,511	4,865,607
	2019	439,875	—	—	2,047,305	412,383	2,899,563
Richard J. Buchholz Chief Financial Officer	2021	411,020	—	—	—	240,447	651,467
	2020	383,379	—	—	1,569,110	209,133	2,161,622
	2019	333,373	—	—	629,940	187,523	1,150,836
Randall A. Ban Chief Commercial Officer	2021	339,254	—	—	—	270,470	609,724
	2020	327,782	—	—	1,569,110	250,860	2,147,752
	2019	297,984	—	—	1,438,640	240,040	1,976,664
Philip J. Ebeling⁽⁴⁾ Chief Operating Officer	2021	407,000	—	—	—	238,095	645,095
Philip J. Ebeling⁽⁴⁾ Chief Operating Officer	2020	215,833	—	—	3,206,830	117,737	3,540,400
Bryan K. Phillips⁽⁵⁾ Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer	2021	356,730	75,000⁽⁶⁾	458,435	1,589,100	208,170	2,687,436

	Option Awards
	Number of Shares Acquired on Exercise(#)	Value Realized on Exercise ($)⁽¹⁾
Timothy P. Herbert	—	—
Richard J. Buchholz	17,255	3,283,565
Randall A. Ban	39,947	7,779,376
Philip J. Ebeling	—	—
Bryan K. Phillips	—	—

Name	Fees Earned or Paid in Cash ($)	Option Awards ($)⁽²⁾⁽³⁾	Total ($)
Shelley G. Broader	50,865⁽¹⁾	140,000	190,865
Gary L. Ellis	58,365⁽¹⁾	140,000	198,365
Georgia Garinois-Melenikiotou	53,365⁽¹⁾	140,000	193,365
Jerry C. Griffin, M.D.	58,365	140,000	198,365
Dana G. Mead, Jr.	53,365	140,000	193,365
Shawn T McCormick	63,365	140,000	203,365
Marilyn Carlson Nelson	89,231⁽¹⁾	140,000	229,231
Casey M. Tansey	58,365⁽¹⁾	140,000	198,365

on the Board since 2008 as one of our original board members. We also thank Ms. Nelson for her many years of dedicated service as Chair of the Board. Dr. Griffin and Ms. Nelson both had a profound impact on our Board, organization, and employees and their contributions to ~~vote while participating~~Inspire are immeasurable.

With Ms. Nelson’s departure as Chair of our Board, I look forward to taking on the additional role of Board Chair, effective at the ~~meeting live via~~conclusion of the ~~Internet are posted at~~ ~~www.virtualshareholdermeeting.com/INSP2022~~.Annual Meeting. I also congratulate Gary L. Ellis on his appointment by our Board to the role of Lead Independent Director.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

Timothy P. Herbert
President & Chief Executive Officer