Brian Webster
About Brian Webster
Brian Webster, age 61, is Founder, President and Chief Executive Officer of Kestra Medical Technologies, Ltd., serving as CEO since 2016 (Kestra Medical Technologies, Inc.) and as a director of Kestra Medical Technologies, Ltd. since 2021; he holds a BA in Business from the University of Puget Sound and an MBA from Seattle University . He has over 32 years in the medical device industry, including 10 years as President & CEO of Physio‑Control, Inc. . Under his leadership, Kestra delivered FY2025 revenue of $59.8M (+115% YoY) and expanded gross margin to 40.5%, with Q4 FY2025 revenue of $17.2M and gross margin of 44.3%; FY2026 revenue guidance is $85M (+42% YoY) . Adjusted EBITDA loss improved from $72.0M in FY2024 to $68.4M in FY2025 . The ASSURE WCD has been worn by over 20,000 patients, with strong real‑world efficacy and compliance metrics supporting adoption .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Physio‑Control, Inc. | President & CEO | 10 years | Led emergency medicine and cardiac external defibrillation business; deep operational, sales, and marketing leadership . |
| Physio‑Control (earlier roles) | VP roles in operations, sales, marketing | N/A | Built broad functional expertise across operations, sales, and marketing . |
External Roles
No external public company board roles disclosed for Mr. Webster in the proxy .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 522,535 | 589,098 |
| Target Bonus (%) | 50% of base salary | 50% of base salary |
| Actual Bonus Paid ($) | 195,951 | 359,000 |
Notes: FY2025 base salary was increased mid‑year to $760,000 effective March 6, 2025 (agreement terms below) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Quarterly goals based on company/division/individual performance | Not disclosed | 100% of target (target set at 50% of salary) | 100% of target achieved in FY2025 | 359,000 | Paid after fiscal year upon Board determination . |
| Equity Awards (IPO Options) | Stock options (details below) | N/A | One‑time grant | Granted March 6, 2025 | Grant date fair value $17,889,000 | 60% vested at grant; remaining 40% vest on 1st and 2nd anniversaries; accelerates on death, disability, or Change in Control . |
| Ongoing LTIs | RSUs and PSUs (first annual awards) | Not disclosed | Not disclosed | Granted June 4, 2025 (details to be disclosed in FY2026) | Not disclosed | Under 2025 Omnibus Incentive Plan . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,377,342 shares (309,342 common + 1,068,000 vested options); 2.7% of outstanding shares . |
| Vested vs Unvested Options | 1,068,000 exercisable; 712,000 unexercisable as of 4/30/2025 . |
| Option Economics | Strike price $17.00; expiration 3/6/2035 . |
| Upcoming Vesting Cadence | Remaining 40% of IPO options vest ratably on 3/6/2026 and 3/6/2027, generally subject to continued service; accelerates upon death/disability or Change in Control . |
| Hedging/Pledging Policy | Insider Trading Policy prohibits hedging, short sales, derivative transactions, margin accounts, and pledging of company stock . |
| Ownership Guidelines | Not disclosed; director compensation policy and clawback policy noted below . |
Insider selling pressure context: The sizeable two‑year vesting tranches (March 2026 and March 2027) for Mr. Webster’s IPO options may create selling windows; however, the Insider Trading Policy restricts hedging/pledging and requires compliance with blackout windows .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Initial agreement dated October 17, 2016 (Kestra Medical Technologies, Inc.) with automatic one‑year renewals unless 90‑days notice . |
| Current Compensation | Base salary increased to $760,000 effective March 6, 2025; target annual bonus equal to 50% of base salary . |
| Severance (non‑CIC) | If terminated without Cause, resigns for Good Reason, or non‑renewal by company: cash severance equal to 2x (base + target bonus) paid monthly over 12 months; 12 months health benefit continuation; subject to release and restrictive covenants . |
| Restrictive Covenants | Non‑competition and non‑solicit/non‑hire during employment and for two years post‑termination; perpetual mutual non‑disparagement; perpetual non‑disclosure; IP assignment . |
| Change in Control (Equity) | All unvested IPO options automatically vest upon Change in Control; unvested options also vest upon death or Disability . |
| Clawback | Policy adopted per Nasdaq Section 10D; recovers incentive‑based compensation erroneously received in the three fiscal years preceding a required restatement . |
| ESPP | Employee Stock Purchase Plan proposed for shareholder approval; 15% purchase discount; share reserve with evergreen up to 5,000,000 shares . |
Board Governance
- Board and Service History: Director since 2021; Class III; current term expires 2027 . Not independent due to CEO role .
- Board Leadership: Independent Chairman (Jeffrey Schwartz); CEO not Chair; independent directors hold executive sessions; committees wholly independent .
- Committees: Mr. Webster does not sit on audit, compensation, or nominating committees; those committees are fully independent and chaired by independent directors .
- Meeting Attendance: Board met twice in FY2025; all directors attended at least 75%; committees were established at IPO and did not meet in FY2025 .
- Independence: All directors except Webster and Umberger are independent under Nasdaq rules .
Director Compensation
| Component | Amount/Policy |
|---|---|
| Executive Director Retainer | $50,000 annual cash retainer (pro‑rated); Mr. Webster’s director fees included $7,534 in FY2025 reflected in “All Other Compensation” . |
| Non‑Employee Director Retainer | $60,000; non‑executive Chair retainer $120,000 . |
| Committee Chair Retainers | Audit $25,000; Compensation $18,000; Nominating $12,000; non‑chair members: Audit $12,000; Compensation $9,000; Nominating $6,000 . |
| Annual Director Equity | RSUs with $185,000 grant date value, vesting after one year (for continuing non‑employee directors) . |
Track Record, Value Creation, and Execution Risk
- Commercial growth: FY2025 revenue $59.8M (+115% YoY) with Q4 FY2025 revenue $17.2M (+71% YoY); gross margin expanded to 40.5% for FY2025 and 44.3% in Q4 .
- Market adoption: ASSURE WCD worn by over 20,000 patients; strong registry evidence shows >95–96% first‑shock efficacy, median daily wear ~23.2 hours, false alarms in ~6% vs ~46% competitor .
- Payor coverage: ~285M U.S. lives covered (~90% of available lives) via contracts as of 4/30/2025 .
- Risks: Bain Capital controls the company; EGC status implies reduced compensation disclosures; material weaknesses in internal control noted as a risk factor; reliance on single/limited suppliers; regulatory and reimbursement risk .
Compensation Structure Analysis
- Cash vs Equity Mix: FY2025 CEO option grant fair value $17.889M vs salary $589k and bonus $359k, indicating heavy equity emphasis aligned with IPO timing . The one‑time IPO option vesting profile (60% immediate; 40% over two years) provides retention hooks but also immediate realizable equity .
- Shift in Instruments: Transition to annual RSUs and PSUs from June 4, 2025 suggests broader mix beyond options going forward .
- Performance Goal Rigor: FY2025 bonuses paid at 100% of target for NEOs; specific metrics and weightings not disclosed, limiting external assessment of target difficulty .
- Repricing/Modification: No indication of option repricing; equity award timing policies explicitly avoid grants near MNPI release; no grants within four business days before or one day after MNPI in FY2025 .
Vesting Schedules and Insider Selling Pressure
- Options: IPO options vest 60% at grant; remaining 40% ratably on 3/6/2026 and 3/6/2027 for Mr. Webster; 170‑joule device approval and IPO timing may make 2026/2027 anniversaries key liquidity windows; Change in Control triggers full acceleration .
- RSUs/PSUs: First annual executive awards granted 6/4/2025 under 2025 Plan; details to be disclosed in FY2026 (monitor for future vest dates and performance criteria) .
- Policy Constraints: Hedging and pledging are prohibited; blackout windows and insider trading constraints apply .
Employment Contracts, Severance, and Change‑in‑Control Economics
| Item | CEO Terms |
|---|---|
| Severance Multiple | 2x base + target bonus (paid monthly over 12 months) on termination without Cause/for Good Reason/non‑renewal by company; 12 months benefits . |
| CIC Equity | Automatic acceleration of unvested IPO options upon Change in Control (single‑trigger for these awards); also accelerates upon death/disability . |
| Non‑Compete | Two years post‑termination; non‑solicit/non‑hire two years; perpetual confidentiality and mutual non‑disparagement . |
Related Party Transactions and Governance Red Flags
- Bain Capital control and registration rights agreement assumed at IPO; audit committee oversees related party transactions per policy .
- Clawback and insider trading policies in place; pledging, hedging, margin accounts prohibited .
- EGC status reduces say‑on‑pay and compensation discussion requirements; committees are independent and chaired by independents .
Compensation Peer Group and Say‑on‑Pay
- Peer Group: Not disclosed in the proxy; compensation committee membership provided (Chair: Raymond W. Cohen; members: Jeffrey Schwartz, Kevin Reilly) .
- Say‑on‑Pay: As an Emerging Growth Company, Kestra is not required to hold non‑binding advisory votes on executive compensation .
Investment Implications
- Alignment: Heavy equity weighting and multi‑year vesting for the CEO align incentives with medium‑term value creation; the prohibition on pledging/hedging reduces misalignment risk .
- Near‑Term Signals: Watch March 2026 and March 2027 vesting anniversaries for option‑related liquidity; monitor the first annual RSU/PSU disclosures for performance rigor and dilution .
- Governance: Independent chair and fully independent committees mitigate CEO/director dual‑role concerns; however, Bain Capital control introduces potential minority shareholder governance overhang .
- Execution: Strong FY2025 growth and margin expansion with FY2026 guidance of $85M signal commercial traction; continued loss profile and supply/manufacturing dependencies warrant monitoring alongside internal control remediation .