Conor Hanley
About Conor Hanley
Conor Hanley, age 56, is a Class I independent director of Kestra Medical Technologies, Ltd. (KMTS) and has served on the Board since 2025; he is nominated for a term expiring at the 2028 annual meeting . Hanley is currently CEO of FIRE1 and previously held senior leadership roles at ResMed; he co-founded and served as CEO of BiancaMed until its acquisition by ResMed in 2011 . He holds a PhD in Chemical Engineering (University of Pennsylvania), an MBA (INSEAD), a BEng (University College Dublin); he completed Stanford’s Leadership4Growth program and is a Chartered Director (Institute of Directors, UK) . The Board has determined he is independent under Nasdaq standards, including for audit committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FIRE1 (Foundry Innovation & Research 1, Ltd.) | Chief Executive Officer | Member of FIRE1 executive team since 2016; currently CEO | Led advancement in heart failure management; executive leadership |
| ResMed Inc. | Senior management roles (Chronic Disease Management, Global Cardiology, Ventures & Initiatives) | Not disclosed | Led global business units; corporate investments and new business acceleration |
| BiancaMed, Inc. | Co-Founder and Chief Executive Officer | ~7 years, ending with acquisition in 2011 | Raised three venture rounds; launched products in Japan and USA; built mass production supply chain in China |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FIRE1 | Chief Executive Officer | Since 2016 (executive team), currently CEO | Private medtech focused on heart failure |
| ResMed | Senior Management | Not disclosed | Public medtech company (prior employment) |
| BiancaMed | Co-Founder, CEO | ~7 years; acquired in 2011 | Exit via ResMed acquisition |
Board Governance
- Board classification: Hanley is a Class I director; nominated for a term through the 2028 annual meeting .
- Committee assignments: Post-Annual Meeting, he is expected to serve on the Audit Committee (members: Mary Kay Ladone—chair, Raymond W. Cohen, Conor Hanley) .
- Independence: The Board determined all directors except CEO Brian Webster and GC/CAO Traci Umberger are independent; Hanley is independent, including for audit committee service .
- Attendance: The Board met twice in FY ended April 30, 2025; each director attended at least 75% of meetings to the extent appointed. Committees were established with the March 7, 2025 IPO and held no FY2025 meetings .
- Leadership: Jeffrey Schwartz serves as Chairman; independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
Director compensation policy (approved at IPO; amounts annual, pro-rated for partial years) :
| Component | Amount (USD) | Notes |
|---|---|---|
| Non-Employee Director Annual Cash Retainer | $60,000 | Applicable to Hanley if serving as non-employee director |
| Audit Committee Member (non-chair) | $12,000 | Expected for Hanley post-Annual Meeting |
| Annual RSU Grant (non-employee directors) | $185,000 grant-date value | Granted at Annual Meeting; vests fully one year later; forfeiture if service ends |
| Meeting Fees | Not disclosed | No meeting fees specified in policy |
Indicative annual cash for Hanley (if audit member; non-chair): $72,000 (retainer + audit member fee), pro-rated as applicable .
Performance Compensation
- Equity Grants: Non-employee directors receive time-based RSUs; no performance metrics disclosed for director equity awards .
- Clawback: Company clawback policy applies to current/former Section 16 officers; policy is compliant with Nasdaq and Exchange Act §10D; directors are not specified as covered persons unless Section 16 officers .
| Award Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSU (Annual Director Grant) | $185,000 | 100% vesting at 1-year from grant date; forfeiture on termination | None disclosed (time-based only) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Hanley . |
Potential interlocks/conflicts:
- Industry overlap: As FIRE1’s CEO (heart failure management) and KMTS’s cardiac-focused business, monitor for any future commercial relationships; no related-party transactions disclosed involving Hanley .
- Bain Capital affiliations: Related arrangements are disclosed generally (Bain-related holders), but no Hanley-specific related party transactions .
Expertise & Qualifications
- Advanced education: PhD (Chemical Engineering, University of Pennsylvania), MBA (INSEAD), BEng (University College Dublin) .
- Governance training: Stanford Leadership4Growth; Chartered Director (Institute of Directors, UK) .
- Sector experience: Medtech leadership across heart failure, chronic disease management, cardiology, venture investments .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Conor Hanley | Not reported in beneficial ownership table as of July 7, 2025 | Not reported | Row appears with no share count; thus no reported beneficial ownership ≥0.1% |
Alignment considerations:
- Ownership guidelines: Not disclosed for directors in proxy; Company governance guidelines aim to align interests broadly .
- Hedging/pledging: Prohibited under Insider Trading Policy (short-term trading, short sales, derivatives, hedging/monetization, margin/pledging) .
Governance Assessment
- Strengths: Independent status; expected Audit Committee membership (with financially sophisticated chair and audit committee financial expert on committee); robust clawback (for officers) and insider trading restrictions; executive sessions for independent directors .
- Alignment: Director equity grants ($185k RSUs, one-year vest) provide ownership exposure, though time-based (no performance tie-in) .
- Watch items: No reported personal share ownership as of record date—alignment will depend on annual RSU grants and any future holdings . Overlap with FIRE1’s cardiac focus presents potential future related-party exposure; currently, no related-party transactions involving Hanley disclosed .
- Board activity: New committees post-IPO; committee effectiveness to be evaluated over FY2026 as meetings commence .
RED FLAGS (none disclosed specific to Hanley):
- Related-party transactions: None involving Hanley disclosed .
- Hedging/pledging: Policy prohibits, reducing alignment risk .
- Attendance: FY2025 board met twice; general ≥75% attendance reported; Hanley-specific attendance not isolated due to timing of appointment .
Contextual signals:
- KMTS remains an emerging growth company; reduced executive compensation disclosures and no say-on-pay votes are required, limiting shareholder feedback channels in near-term .