Traci S. Umberger
About Traci S. Umberger
Co‑Founder, General Counsel, Chief Administrative Officer, and Director at Kestra Medical Technologies, Ltd. (KMTS). Umberger has served at Kestra Ltd. since 2021 and at Kestra Inc. since 2016; age 62; B.A. and J.D. from the University of British Columbia . She is a non‑independent executive director given her GC/CAO role . Company performance highlights: revenues grew to $59.8m in FY2025 from $27.8m in FY2024 and $7.6m in FY2023 (YoY +115%; two‑year +684% cumulative), while EBITDA loss widened to -$98.4m in FY2025 from -$73.5m in FY2024 and -$75.6m in FY2023; recent quarterly revenue momentum continued through Q1 FY2026 ($19.4m)* [Values retrieved from S&P Global]. Biographical context: 34+ years of life sciences legal/operations; previously GC/CAO at Physio‑Control for 10 years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kestra Medical Technologies, Inc. | General Counsel & Chief Administrative Officer | 2016–present | Co‑founder; led Legal, Compliance, HR; builder since 2014 predecessor separation |
| Kestra Medical Technologies, Ltd. | General Counsel & Chief Administrative Officer; Director (Class II) | 2021–present | Executive leadership, governance; Board service |
| Physio‑Control, Inc. | General Counsel & Chief Administrative Officer | ~10 years (pre‑2014) | Enterprise legal and administrative leadership |
| Private practice | Commercial and healthcare litigation | Not disclosed | Represented physicians and hospitals (legal background) |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 364,395 | 401,411 (reflects mid‑year increase) |
| Target Bonus (%) | — | 40% of base salary |
| Actual Annual Bonus Paid ($) | 109,319 | 179,000 (100% of target) |
| Option Awards – Grant Date Fair Value ($) | — | 5,437,050 |
| All Other Compensation ($) | 24,575 | 50,128 (auto allowance, 401(k) match, insurance, physical, disability, director fee) |
| Total Compensation ($) | 498,289 | 6,067,589 |
Notes:
- Base salary under employment agreement increased to $500,000 effective March 6, 2025 .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY2025) | Company, division, and individual performance goals (set quarterly) | Not disclosed | 40% of base | Board determined 100% of target; $179,000 paid | Paid after fiscal year end |
| IPO Stock Options (one‑time) | Time‑based (retention) | N/A | 541,000 options @ $17.00 | N/A | 60% vested on grant (3/6/2025); remaining 40% vests ratably on 1st and 2nd anniversaries (3/6/2026 and 3/6/2027); expire 3/6/2035 |
Additional equity context:
- Company intends to make annual RSU and PSU grants; first annual awards granted June 4, 2025 (disclosure to appear in FY2026 proxy) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 416,024 shares; consists of 91,424 common shares + 324,600 vested options; <1% of outstanding |
| Outstanding awards | Options: 324,600 exercisable; 216,400 unexercisable; $17.00 exercise; expire 3/6/2035 |
| Ownership via LP | Additional indirect interest through West Affum Holdings, L.P. subject to post‑IPO distribution; no current voting/dispositive power |
| Hedging/pledging | Prohibited; no hedging, short sales, derivatives, margin accounts or pledging allowed under Insider Trading Policy |
| Clawback | Nasdaq/Exchange Act 10D‑compliant recoupment policy for erroneously‑awarded incentive compensation (restatements; 3‑year lookback) |
| Director compensation (executive director) | Policy retainer for executive directors $50,000 annually; FY2025 director fees received $7,534 (pro‑rated) |
Employment Terms
| Term | Summary |
|---|---|
| Employment agreement | Effective Oct 26, 2016; auto 1‑year renewals unless 90 days’ notice |
| Base salary | Initially $260,000; previously increased to $387,225; increased to $500,000 effective Mar 6, 2025 |
| Target annual bonus | Eligible per plan; target % tied to role (40% for FY2025) |
| Severance (without Cause / Good Reason / non‑renewal) | 2x (base salary + target annual bonus) paid over 12 months; 12 months health benefits; subject to release and covenants |
| Non‑compete / non‑solicit | Non‑compete and non‑solicit/non‑hire during employment and for two years post‑termination; perpetual non‑disparagement and non‑disclosure; IP assignment |
| Death/Disability | Pro‑rata annual bonus based on actual achievement |
| Change in Control (equity) | All unvested IPO options accelerate upon Change in Control, death, or Disability (single‑trigger acceleration for these options) |
| Benefits | Executive Benefits Policy: 401(k) match; medical, dental, vision, life/AD&D, disability, FSA |
Board Governance and Service
- Role: Class II Director since FY2021; term expires FY2026 . Independence: not independent due to GC/CAO role .
- Committees: Not listed as a member of audit, compensation, or nominating committees; those committees are fully independent and chaired by independent directors .
- Board leadership: Chair is Jeffrey Schwartz (independent), who also chairs nominating & corporate governance . Independent directors meet in regular executive sessions .
- Attendance: Board met 2 times in FY2025; all directors attended at least 75% of meetings .
- Director pay: Executive directors receive $50,000 annual cash retainer (pro‑rated); non‑employee directors receive $60,000 (plus committee fees) and annual RSU grants $185,000 value vesting at one year .
Dual‑role implications:
- Umberger’s executive + director roles make her non‑independent; however, key committees are fully independent, mitigating compensation/governance conflicts. Board leadership is separated (independent Chair), further offsetting concentration of power .
Company Performance Context
Annual results (USD):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 7,630,000* | 27,814,000* | 59,815,000 |
| EBITDA ($) | -75,566,000* | -73,503,000* | -98,410,000* |
Quarterly trend (USD):
| Metric | Q3 2025 | Q4 2025 | Q1 2026 |
|---|---|---|---|
| Revenues ($) | 15,090,000* | 17,233,000 | 19,371,000 |
| EBITDA ($) | -18,713,000* | -46,376,000* | -26,850,000* |
Notes: *Values retrieved from S&P Global.
Risk Indicators and Red Flags
- Hedging/pledging: Prohibited by policy (reduces misalignment risk) .
- Equity award timing: Policy states no MNPI timing; no grants within 4 business days before/1 business day after MNPI filings in FY2025 .
- Related party transactions: General policy; no Umberger‑specific related‑party transactions disclosed .
- Clawback: Adopted; enhances accountability for financial reporting .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 total comp driven by one‑time IPO option grant ($5.44m grant‑date fair value), with base/bonus representing a smaller share . This front‑loads equity but 60% vested immediately, reducing long‑term retention leverage; remaining 40% vests over two years .
- Annual bonus rigor: Goals set quarterly at company/division/individual levels; FY2025 paid at 100% of target—neutral signal absent disclosed goal difficulty .
- Severance economics: 2x base+target bonus and 12 months benefits provide strong downside protection, potentially increasing retention; covenants (2‑year non‑compete) further anchor retention .
- Change‑of‑control treatment: Single‑trigger acceleration for IPO options (could incentivize support for strategic alternatives but reduces post‑deal retention) .
Vesting Schedules and Potential Selling Pressure
- IPO Options (541,000 @ $17.00): 60% vested 3/6/2025; remaining 40% vests ratably on 3/6/2026 and 3/6/2027; expiration 3/6/2035 . Watch standard SEC open windows around these anniversaries for potential Form 4 activity and incremental sellable supply.
Director Compensation (Executive Director)
| Component | Amount/Policy |
|---|---|
| Annual cash retainer (executive director) | $50,000 (pro‑rated for partial years) |
| FY2025 director fees received | $7,534 (included in All Other Compensation) |
Expertise & Qualifications
- Legal/administrative leadership across life sciences; 10+ years GC/CAO at Physio‑Control; co‑founded Kestra and scaled the company since 2014 .
- Education: B.A. Psychology/English; J.D., University of British Columbia .
Investment Implications
- Alignment: Large option grant ties value to equity appreciation; however, 60% immediate vest reduces long‑dated retentive value; remaining 40% over two years still provides near‑term alignment .
- Retention risk: Cash severance (2x base+target + benefits) and restrictive covenants mitigate attrition risk; single‑trigger equity acceleration at CoC could diminish post‑transaction retention .
- Trading signals: Option vesting cliffs on 3/6/2026 and 3/6/2027 are logical windows for potential liquidity events; monitor Form 4s for selling cadence .
- Governance: Executive/non‑independent director status is offset by an independent Chair and fully independent key committees, moderating governance concerns around compensation oversight .
- Performance vs pay: Rapid revenue growth alongside widening EBITDA losses underscores a scale‑up investment phase; FY2025 100% bonus payout suggests targets were met, but lack of disclosed metrics/weights limits pay‑for‑performance assessment depth . Annual LTI shift to RSUs/PSUs (beginning FY2026) could strengthen long‑term alignment when terms are disclosed .