Keith Grossman
About D. Keith Grossman
Lead Independent Director of Outset Medical (OM) since February 2022; previously Chairman (April 2014–February 2022). Age 64; director since 2014; committees: Compensation and Nominating & Corporate Governance; independent under Nasdaq/SEC rules. Education: B.S. Ohio State University; MBA Pepperdine University (Graziadio). Core credentials: long-tenured medtech CEO/board leader (Thoratec, Conceptus, Nevro), strategic transactions, commercialization, and regulatory experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thoratec | CEO & President | 1996–2006; 2014–2015 | Led global public medtech company; commercial and regulatory leadership . |
| Conceptus | CEO & President | 2011–2013 | Commercial/strategic leadership in women’s health devices . |
| TPG | Managing Director | 2007–2011 | PE investing; business development and transactions . |
| Eon Labs; SulzerMedica; American Hospital Supply/McGaw | Various roles | Prior to the above | Pharma/medtech operations background . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alcon Inc. | Vice Chairman | Since Apr 2019 (current) | Public eye care company; ongoing board leadership . |
| Nevro Corp. | Chairman | Mar 2019–Apr 2025 | Company acquired by Globus Medical in Apr 2025; previously CEO (Mar 2019–Apr 2023) and Executive Chairman (Apr–Oct 2023) . |
| Intuitive Surgical | Director | 2003–2010 | Public medtech board experience . |
| Zeltiq (acq. by Allergan) | Director | 2013–2017 | Aesthetic medtech board role . |
| Tandem Diabetes Care | Director | 2010–2012 | Diabetes devices board role . |
| Kyphon (acq. by Medtronic) | Director | 2007 | Spine medtech board role . |
| ViewRay | Director | 2018–2021 | Cancer therapy devices board role . |
Board Governance
- Structure and independence: OM board is 7 members across staggered classes; Grossman serves as Class II nominee for a term to 2028; all directors except the CEO are independent .
- Committee assignments: Compensation Committee (member), Nominating & Corporate Governance Committee (member); not Audit .
- Lead Independent Director authorities: presides over independent sessions, liaises with Chair, can call independent director meetings, leads CEO performance/succession discussions, consults on agendas/schedules, available to major shareholders for direct communication .
- Attendance: Board met 15 times in 2024; each incumbent director attended ≥75% of board/committee meetings on which they served .
- Compensation Committee interlocks: none; no insiders on the Compensation Committee during 2024 .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual board cash retainer | $45,000 | Standard non-employee director . |
| Lead Independent Director additional retainer | $45,000 | Paid to Lead Independent Director . |
| Committee membership retainers (Comp; NCG) | $10,000; $5,000 | Member fees per committee . |
| 2024 cash fees earned (Grossman) | $105,000 | Sum of board, lead independent, committee fees . |
| 2024 equity grant (Grossman) | $95,000 | Annual RSU grant; capped at 1,666 shares for 2024 . |
| 2024 total director compensation (Grossman) | $200,000 | Cash + stock awards . |
Policy notes:
- Initial RSU upon appointment: $262,500 (vests quarterly over 3 years); annual RSU: $160,000 (vests at earlier of one year or next annual meeting); 2024 annual grant capped at 1,666 shares due to reverse split .
- 2025 updates: initial RSU increased to $280,000; removed 1,666-share cap; grants subject to share availability under the 2020 Plan (suspension if insufficient shares until replenished) .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-conditioned awards to directors | None; director equity is time-based RSUs with change-in-control vesting acceleration; no performance metrics tied to director equity . |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Interlocks/Conflicts |
|---|---|---|---|
| Alcon Inc. | Vice Chairman | Current | No disclosed supplier/customer overlap with OM; not a dialysis competitor . |
| Nevro Corp. | Chairman; CEO/Exec Chair | Prior (through Apr 2025) | No disclosed interlock with OM’s committees; company sold in 2025 . |
- Compensation Committee interlocks: None reported for OM’s Compensation Committee (no reciprocal officer/director overlaps) .
Expertise & Qualifications
- Corporate leadership: multi-CEO tenure across medtech; commercialization/regulatory experience suited to OM’s acute/home dialysis commercialization .
- Strategic transactions: PE investing and board-led M&A; aligns with capital allocation and governance oversight .
- Investor engagement: participated in late-2024/early-2025 shareholder outreach following a 50.4% 2024 say-on-pay vote, signaling active governance engagement .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 11, 2025) | 30,459 shares; <1% | Director-level holding; below 1% threshold . |
| Breakdown | 3,269 direct; 12,845 trust; 14,345 options exercisable ≤60 days | Trust: D. Keith & Hallie H. Grossman Family Living Trust; options counted if exercisable within 60 days . |
| Series A Preferred participation (Jan 3, 2025) | 750 shares; $150,000 | Converted into 12,500 common shares on Mar 10, 2025 after shareholder approvals . |
| Stock ownership guidelines | 3x annual cash retainer for covered directors; 5-year accumulation period; in compliance as of record date | Unvested time-based RSUs count toward compliance; all covered directors within accumulation period and thus compliant . |
| Anti-hedging/anti-pledging | Prohibits hedging and pledging; no margin accounts | Alignment safeguard; applies to directors/officers/employees . |
| Section 16 compliance | All director/officer filings satisfied for 2024 | Company submits filings on behalf of insiders; no delinquencies reported . |
Governance Assessment
- Strengths: Long-tenured, independent Lead Director with defined authorities; active committee service (Comp/NCG); structured director pay policy with modest cash retainers and time-based equity; anti-hedging/anti-pledging and stock ownership guidelines support alignment; no Compensation Committee interlocks; Section 16 filings timely; meaningful investor engagement after a low say-on-pay outcome .
- Potential conflicts/related-party exposure: Participated in the January 2025 private placement (750 preferred, $150,000), converting to 12,500 common shares; transaction was approved by shareholders at a special meeting (issuances to directors/employees and >20% outstanding shares), mitigating process risk; Audit Committee oversees RPT approvals under policy .
- Director compensation signals: 2024 Grossman pay mix ~53% cash/$105k and ~47% equity/$95k; annual RSUs are time-based (no performance linkage). 2025 policy increased initial RSU value and removed share cap—watch for equity dilution/overhang trends, though plan remains committee-administered with shareholder-approved share increases .
- Board effectiveness: All incumbent directors met ≥75% attendance; committee cadence (Audit 10, Comp 7, NCG 5) indicates active oversight; Grossman’s Lead role includes CEO performance/succession oversight and shareholder access, strengthening independent checks while Chair/CEO roles are combined .
Director Compensation (Grossman – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Cash) | 105,000 | Includes board, Lead Independent, and committee retainers . |
| Stock Awards (RSUs, grant-date fair value) | 95,000 | Annual RSU; 1,666-share cap applied in 2024; time-based vesting . |
| Options | — | No option grants to directors in 2024 . |
| Total | 200,000 | Sum of cash + equity . |
Committee Assignments, Chair Roles, and Attendance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 7 | Independent; committee oversees exec and director comp; no interlocks . |
| Nominating & Corporate Governance | Member | 5 | Oversees board composition, governance, ESG oversight . |
| Board | Lead Independent Director | 15 (board meetings) | Independent sessions, CEO performance/succession, shareholder liaison . |
Related Party Transactions (Context)
| Transaction | Date | Grossman Participation | Approval/Outcome |
|---|---|---|---|
| Series A Non-Voting Convertible Preferred private placement | Jan 3, 2025 | Purchased 750 shares for $150,000; converted to 12,500 common shares Mar 10, 2025 | Issuances to directors/officers approved Mar 5, 2025 special meeting; conversions approved; Audit Committee oversees RPT policy . |
Say-on-Pay & Shareholder Feedback (Director Engagement Signal)
- 2024 say-on-pay approved with ~50.4% support, down from prior years; management initiated outreach to top holders; Grossman (Lead Independent Director, Compensation Committee member) participated; feedback influenced 2024–2025 program changes (longer PSU periods; two-goal 2025 cash plan; TSR threshold calibration under consideration) .
Stock Plan and Equity Overhang Considerations
- 2025 EIP amendment increased available shares by 1,950,000; evergreen up to 4% of outstanding; non-employee director annual total comp caps ($400k incumbent; $800k new) remain; incentive stock option limit unaffected; plan remains Compensation Committee-administered .
Expertise & Qualifications
- Board qualifications emphasize corporate leadership, regulatory/commercial execution, strategic transactions, and medtech industry depth aligned with OM’s acute/home dialysis strategy .
Governance Quality Indicators
- Independence: Yes; non-employee director .
- Lead Independent Director role: Robust responsibilities and shareholder accessibility .
- Attendance: Each incumbent director met ≥75% threshold .
- Ownership alignment: Director stock ownership guidelines (3x retainer); no hedging/pledging; RSUs counted; compliance measured annually; currently within accumulation period and in compliance .
- Compliance: Section 16 filings satisfied for 2024 .
- RED FLAGS: None explicit; note related-party financing participation (mitigated by shareholder approvals and policy oversight). Monitor 2025 equity plan usage/dilution and director equity value increases from policy changes .