Brent Lang
About Brent D. Lang
Brent D. Lang, age 57, is an independent Class III director of Outset Medical (OM) since March 12, 2024, with his current term expiring at the 2026 annual meeting . He serves on the Audit Committee and has been designated an “audit committee financial expert” by the Board, reflecting deep financial literacy and oversight capability . Lang holds a B.S. from the University of Michigan and an M.B.A. from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vocera Communications, Inc. | President & CEO; Chairman (from 2018) | CEO: Jun 2013 – Feb 2022; Chair: Jun 2018 – Feb 2022 (acquired by Stryker) | Led a global provider of clinical communication/workflow solutions; strategic transactions; scaling software-enabled business models |
| Stryker Corporation | Strategic Advisor | Feb 2022 – Dec 2022 | Post-acquisition integration/advisory following Vocera acquisition |
| 3Com Corporation | Leadership roles | Earlier career (dates not specified) | Networking and go-to-market experience |
| Monitor Company, Inc. | Strategy consultant | Earlier career (dates not specified) | Corporate strategy and advisory experience |
External Roles
| Organization | Public/Private | Role | Tenure/Notes |
|---|---|---|---|
| Movella Holdings Inc. | Public | Chair of the Board | Since Nov 2021 |
| Thriveworks | Private | Director | Current |
| Eko Health | Private | Chair of the Board | Current |
Board Governance
- Independence: OM’s Board determined all directors except the CEO are independent; Lang is independent .
- Committee assignments: Audit Committee member (current); Audit met 10 times in 2024; Board held 15 meetings in 2024 .
- Financial expertise: Board designated Lang and Hackett as “audit committee financial experts” .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 .
- Appointment timing: Lang was appointed to the Board and Audit Committee effective March 12, 2024 .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Paid quarterly, prorated for partial service |
| Lead Independent Director add’l retainer | $45,000 | Not applicable to Lang |
| Committee chair retainers | Audit $20,000; Comp $20,000; NCG $10,000 | Not applicable to Lang (not a chair) |
| Committee member retainers | Audit $10,000; Comp $10,000; NCG $5,000 | Lang receives Audit member retainer |
| 2024 cash fees (actual) | $45,425 | As disclosed for Lang in 2024 |
Performance Compensation
| Equity Element | Grant Value / Shares | Vesting / Terms | Notes |
|---|---|---|---|
| Initial RSU (on appointment) | $262,500 grant-date fair value | Vests quarterly over 3 years, subject to service | Applicable to non-employee directors on appointment |
| Annual RSU (continuing service) | $160,000 grant-date fair value (2024), capped at 1,666 shares (cap removed in 2025) | Vests at earlier of 1-year anniversary or next annual meeting, subject to service | Cap added in 2024; removed in 2025 |
| Change-in-control treatment | Full vesting of outstanding director equity upon change in control | Applies to all non-employee directors | |
| 2024 stock awards (actual) | $357,498 grant-date fair value | As reported for Lang | Reflects mix of initial and/or annual RSUs in 2024 |
| Outstanding RSUs at 12/31/2024 | 7,067 shares | As-disclosed count outstanding | As of year-end 2024 |
Notes:
- In Feb 2025 the initial director RSU grant was increased to $280,000; in Mar 2025 the annual grant cap of 1,666 shares was removed (subject to plan share availability) .
- OM’s anti-hedging and anti-pledging policy prohibits directors from hedging and pledging company stock .
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Overlap |
|---|---|---|---|
| Movella Holdings Inc. | Technology (movement digitization) | Chair | No OM-related interlocks disclosed |
| Prior: Vocera Communications (public, acquired) | Healthtech | CEO/Chair | Acquired by Stryker in 2022 |
- Compensation Committee interlocks: None among OM’s Compensation Committee members in 2024; none of them were OM officers .
Expertise & Qualifications
- Audit and finance: Audit Committee service; designated “audit committee financial expert” .
- Healthcare/medical technology: Led Vocera; scaling software-enabled, recurring revenue models relevant to OM’s strategy .
- Strategic/M&A: Significant transaction and business development experience .
- Education: B.S. (University of Michigan); M.B.A. (Stanford GSB) .
Equity Ownership
| Holder | Form of Ownership | Shares/Units | % Outstanding |
|---|---|---|---|
| Brent D. Lang (beneficial) | Total beneficial ownership | 19,066 | <1% |
| Direct | 1,800 | Included in total | |
| Trust (Lang Van Schaack Family Revocable Trust) | 16,666 | Included in total | |
| RSUs vesting within 60 days of 3/11/2025 | 600 | Included in total |
Additional alignment policies:
- Director stock ownership guidelines: 3x annual Board cash retainer; 5-year accumulation period (effective 2/2/2023 for incumbents; directors within accumulation period deemed in compliance as of record date) .
- Anti-hedging/anti-pledging: Prohibited for directors .
Related-Party Transactions (Conflict Review)
| Date | Transaction | Lang Participation | Terms/Notes |
|---|---|---|---|
| Jan 3, 2025 (with Mar 2025 stockholder approvals and conversions) | Private Placement of Series A Non-Voting Convertible Preferred Stock; subsequent conversion to common | Purchased 1,000 shares of Series A Preferred for $200,000; converted into 16,666 common shares (post 1-for-15 reverse split) | Purchase by Lang Van Schaack Family Revocable Trust; part of broader insider/institutional financing; transactions fall under related-party review policy overseen by the Audit Committee |
- OM policy: Audit Committee reviews, approves, and oversees related-person transactions exceeding $120,000; policy summarized in proxy .
- Reverse stock split: 1-for-15 effective Mar 20, 2025; amounts in proxy adjusted accordingly .
Governance Assessment
- Strengths: Independent director; Audit Committee member and designated financial expert, bolstering financial oversight . Attendance and engagement appear solid at the Board level (15 Board meetings in 2024; each incumbent ≥75% attendance) .
- Alignment: Material equity-based compensation (2024 stock awards $357,498 vs. cash fees $45,425), ownership stake including trust holdings, and stock ownership guidelines drive alignment with shareholders .
- Related-party exposure: Insider participation in Jan 2025 financing disclosed (Lang: $200,000 preferred that converted to 16,666 common), governed by OM’s related party policy and supported by stockholder approvals; monitor ongoing transactions for independence and fair dealing .
- Policies: Anti-hedging/anti-pledging and clawback (recoupment) policies in place, which are shareholder-friendly governance features .
- RED FLAG (broader governance signal): 2024 say‑on‑pay support was low at ~50.4%, prompting Board/management investor outreach; continued responsiveness will be important for investor confidence .
Overall, Lang brings CEO experience in healthtech and software-enabled models, audit committee financial expertise, and meaningful equity exposure. The disclosed insider participation in the 2025 financing was conducted under governance safeguards, but remains a related‑party item to monitor alongside the Board’s responsiveness to prior low say‑on‑pay results **[1484612_0000950170-25-053260_om-20250411.htm:15]** **[1484612_0000950170-25-053260_om-20250411.htm:28]** **[1484612_0000950170-25-053260_om-20250411.htm:35]** **[1484612_0000950170-25-053260_om-20250411.htm:36]** **[1484612_0000950170-25-053260_om-20250411.htm:32]**.