Patrick Hackett
About Patrick T. Hackett
Independent director of Outset Medical (OM) since 2019; age 63; Audit Committee Chair and member of the Nominating & Corporate Governance Committee . Former Managing Director at Warburg Pincus (1990–2017) and currently a senior advisor; prior roles at Cove Capital Associates, Acadia Partners, and DLJ . Education: B.A. and B.S. (Wharton) from the University of Pennsylvania . The Board deems him independent under SEC/Nasdaq rules; only the CEO is not independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director; Senior Advisor | MD: 1990–2017; Senior Advisor: current | Led investments in technology/healthcare; deep transaction evaluation experience |
| Cove Capital Associates | Investment professional | — | Prior finance role (dates not disclosed) |
| Acadia Partners | Investment professional | — | Prior finance role (dates not disclosed) |
| Donaldson, Lufkin & Jenrette | Investment banking | — | Prior finance role (dates not disclosed) |
| Bridgepoint Education (public) | Director | Feb 2008–Nov 2017 | Oversight in post-secondary education services |
| Yodlee (public; acquired by Envestnet) | Director | Jan 2008–Oct 2015 | Data aggregation/analytics board service |
| Nuance Communications (public; acquired by Microsoft) | Director | Jan 2009–Sep 2014 | Voice and language software board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intelligent Medical Objects (private) | Director | Jan 2017–present | Private healthcare software board |
| Stamford Health System (nonprofit) | Director; Chair | May 2016–Sep 2024; Chair Oct 2020–Sep 2022 | Hospital governance leadership |
Board Governance
- Committees: Audit (Chair); Nominating & Corporate Governance (member) .
- Independence: Board determined all directors except the CEO are independent; Hackett is independent .
- Attendance: Board met 15 times in 2024; each incumbent director attended at least 75% of Board/committee meetings; Audit (10), Compensation (7), Nominating & Corporate Governance (5) meetings held .
- Designations: Board determined Hackett is an “audit committee financial expert” under SEC rules .
- Election cycle: Class II nominee for re-election at 2025 annual meeting; new term would run to 2028 .
Fixed Compensation
| Component (2024 policy) | Amount |
|---|---|
| Board member annual cash retainer | $45,000 |
| Lead Independent Director additional retainer | $45,000 |
| Committee Chair – Audit | $20,000 |
| Committee Chair – Compensation | $20,000 |
| Committee Chair – Nominating & Corporate Governance | $10,000 |
| Committee Member – Audit | $10,000 |
| Committee Member – Compensation | $10,000 |
| Committee Member – Nominating & Corporate Governance | $5,000 |
| Patrick Hackett – 2024 Actual Cash | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $65,571 |
Notes:
- Cash fees paid quarterly in arrears; pro-rated as applicable .
Performance Compensation
| Equity component | Grant mechanics | Vesting | 2024 Value/Units |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | $160,000 grant-date value; capped at 1,666 shares in 2024 | Vests at earlier of 1-year anniversary or next annual meeting; full vesting on change-in-control while in service | Stock awards value $95,000 in 2024 for Hackett; RSUs outstanding as of 12/31/2024: 1,666 units |
| Options (director awards) | No 2024 grants | — | Outstanding options as of 12/31/2024: 2,531 (legacy awards) |
Additional updates:
- In Feb 2025, initial RSU grant value for new directors increased to $280,000; 1,666-share cap removed; grants subject to equity plan share availability .
Other Directorships & Interlocks
| Company | Type | Role | Tenure |
|---|---|---|---|
| Bridgepoint Education | Public | Director | 2008–2017 |
| Yodlee | Public | Director | 2008–2015 |
| Nuance Communications | Public | Director | 2009–2014 |
| Intelligent Medical Objects | Private | Director | 2017–present |
| Stamford Health System | Nonprofit | Director; Chair | 2016–2024; Chair 2020–2022 |
Potential network linkage:
- Shared Warburg Pincus affiliation with OM’s CEO (Leslie Trigg was an Executive in Residence at Warburg Pincus, 2012–2014; Hackett is a senior advisor), which may create information flow but no related-party transactions with Warburg Pincus are disclosed .
Expertise & Qualifications
- Financial literacy and designated audit committee financial expert; oversight of accounting, internal controls, risk (including cybersecurity) .
- Extensive healthcare services and transaction experience from private equity and board roles; deep evaluation of financial/operational performance across geographies .
Equity Ownership
| Holder | Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Patrick T. Hackett | 212,052 | 1.2% | 84,522 direct; 41,666 Hackett Family Fund; 83,333 Patrick T. Hackett 2006 GST Trust; 2,531 options exercisable within 60 days |
Additional ownership/activity:
- Participated in January–March 2025 private placement: purchased 12,500 Series A Preferred for $2,500,000, converting into 208,332 common shares after shareholder approvals and reverse split adjustments .
- Anti-hedging and anti-pledging policy: directors prohibited from hedging and pledging company securities .
- Stock ownership guidelines: covered directors must hold ≥3x annual cash retainer; five-year accumulation period; as of the record date all covered directors were within the accumulation period and in compliance .
Governance Assessment
- Board effectiveness: Hackett strengthens financial oversight as Audit Chair and SEC-defined financial expert; Audit Committee met 10 times in 2024, reflecting active oversight of financial reporting, controls, and cybersecurity risk .
- Independence and engagement: Independent status; Board-wide attendance ≥75% of meetings; multi-committee service (Audit Chair; NCG member) supports governance breadth .
- Alignment: Material personal investment via 2025 private placement ($2.5M) and 1.2% beneficial ownership may signal alignment; also subject to anti-hedging/pledging and director ownership guidelines .
- Watch items:
- Related-party transaction: Director participation in company financing (private placement), approved via shareholder vote and overseen under related party policies; while often alignment-positive, investors should monitor any future transactions for preferential terms or influence .
- Warburg Pincus linkage: Shared affiliation with CEO could present perceived interlocks; no specific transactions disclosed, but advisable to monitor for conflicts .
- Broader governance signal: 2024 say-on-pay support was 50.4%, indicating investor scrutiny of compensation; while this pertains to executive pay (not director pay), compensation oversight and investor engagement may remain focal areas for the Board .
RED FLAGS to monitor: future related-party transactions; any hedging/pledging violations (company policy prohibits) ; shifts in director equity policies or plan share usage that could dilute alignment .