Robert Douglas
Director at GMED
Board
About Robert A. Douglas
Robert A. Douglas (age 65) has served on Globus Medical’s Board since December 2019 and is an independent director and member of the Audit Committee, designated as an “audit committee financial expert.” He brings 30+ years of medical device and digital health operating experience, including service as President & COO in the Office of the CEO at ResMed (2012–2023). He holds an MBA (Macquarie University), a B.E.E. (first-class honours), and a B.S. in computer sciences (University of New South Wales) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMed Inc. (NYSE: RMD) | President & Chief Operating Officer in the Office of the CEO | 2012–2023 | Senior operating leader for cloud-connected devices; extensive digital health expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| XCMR (biosecurity startup) | Director | Current | Wearable/portable/stationary UVC biosecurity devices |
| San Diego Regional Economic Development Corporation | Vice Chairman, Board and Executive Committee | Through 2023 | Regional economic development leadership |
| EvoNexus (non-profit tech incubator) | Vice Chairman, Board | Prior service | Start-up incubation/hub leadership |
Board Governance
- Committee assignments: Audit Committee member; designated “audit committee financial expert” .
- Independence: The Board has affirmatively determined Douglas is independent under NYSE standards .
- Attendance: In 2024, the Board held five regular and two special meetings; each director attended at least 75% of Board and applicable committee meetings (company-level disclosure) . The Audit Committee met four times in 2024 .
- Lead independent director: Role reinstated in Feb 2025; Jim Tobin appointed .
- Controlled company status: GMED is a “controlled company” under NYSE rules and relies on certain exemptions; the Audit Committee is fully independent, while Compensation and Nominating & Corporate Governance Committees are not comprised solely of independents .
- Committee cadence/context: Compensation Committee met once in 2024; Nominating & Corporate Governance Committee conducted business by written consent (no meetings) .
- Related-party oversight: Audit Committee reviews/approves related-party transactions; company reports none since Jan 1, 2024 .
- Anti-hedging/pledging: Directors are prohibited from hedging, pledging, or holding Company stock in margin accounts .
- Section 16 compliance: Company states timely filings for 2024 except two late Form 4s by Messrs. Paul and Davidar; no issues identified for Douglas .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (total) | $80,000 | Comprised of $70,000 annual retainer and $10,000 per committee membership; Audit Chair receives $30,000 (not applicable to Douglas) |
Performance Compensation (Equity) – 2024 Detail
| Grant/Status | Detail | Terms/Values |
|---|---|---|
| Annual equity grant (Jan 2024) | Stock option grant (non-employee directors) | 15,000 options; exercise price $53.75; vested in full on the one-year anniversary of the vesting commencement date |
| Grant-date fair value (2024) | Reported “Option Awards” | $331,524 |
| Outstanding options (12/31/2024) | Total options held | 85,000 options |
Mix: For 2024, equity represented the majority of Douglas’s director compensation, with $331,524 in option value vs. $80,000 cash fees .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | No current public-company directorships disclosed in the proxy biography (biography lists private/non-profit roles) |
| Compensation committee interlocks (SEC definition) | — | — | Company discloses no interlocking relationships; none of GMED’s executive officers serve on another company’s board/comp committee that has an executive serving on GMED’s Board/Comp Committee |
Expertise & Qualifications
- Digital health and cloud-connected medical devices; senior operating leadership at scale (ResMed) .
- Financial/accounting expertise; designated Audit Committee financial expert .
- Education: MBA (Macquarie); B.E.E. (first-class honours) and B.S. in computer sciences (University of New South Wales) .
Equity Ownership
| Metric | Amount | As-of/Notes |
|---|---|---|
| Total beneficial ownership (SEC definition) | 78,255 shares (incl. options exercisable within 60 days) | As of March 31, 2025 |
| Direct share ownership | 2,005 shares | As of March 31, 2025 |
| Options exercisable within 60 days | 76,250 shares underlying options | As of March 31, 2025 |
| Ownership as % of outstanding | <1% (denoted “*”) | Company table shows “*” = less than 1% |
| Outstanding options (not all within 60 days) | 85,000 options (12/31/2024) | Balance includes non-exercisable portion as of year-end |
| Hedging/pledging policy | Prohibited for directors | Governance alignment feature |
Governance Assessment
-
Positives
- Independent director and Audit Committee financial expert; strengthens financial oversight .
- Audit Committee fully independent; four meetings in 2024 .
- Anti-hedging/pledging policy enhances alignment; no related-party transactions reported in 2024/2025 period .
- Lead independent director role reinstated (Feb 2025), improving independent leadership structure .
-
Watch items / potential investor sensitivities
- Controlled company exemptions: Compensation and Nominating & Corporate Governance Committees are not entirely independent, which some investors may view as a governance risk despite an independent Audit Committee .
- Committee cadence: Compensation Committee met once and Nominating & Corporate Governance Committee took actions by written consent in 2024; investors may track engagement levels going forward .
- Attendance disclosure is threshold-based (≥75%) rather than individual percentages; Audit Committee met 4x but individual committee attendance rates aren’t disclosed .
-
Compensation design (director)
- Cash retainer plus committee fees; equity granted as stock options that vest over one year; no RSUs/PSUs or performance metric-based director compensation disclosed .
- 2024 director equity emphasized options, driving most of Douglas’s pay mix (equity > cash) .
Overall, Douglas’s profile—independence, audit financial expertise, substantial operating experience in digital health, and compliance with anti-hedging/pledging—supports board effectiveness and investor alignment. The broader “controlled company” governance structure and committee cadence are board-level considerations to monitor rather than Douglas-specific issues .