Brett Sandercock
RESMEDAbout Brett Sandercock
Brett Sandercock (age 58) is ResMed’s Chief Financial Officer, appointed in January 2006, with prior roles including Vice President of Treasury & Finance (2004–2005) and Group Accountant & Controller (1998–2004). He holds a Bachelor’s degree in economics from Macquarie University (Sydney) and is a certified chartered accountant . Under his finance leadership, FY2025 delivered robust performance: revenue up 10% to $5.1B, operating income up 28% to $1,685.4M, net income up 37% to $1,400.7M, and diluted EPS up 37% to $9.51; NYSE one‑year TSR was 99th percentile vs US peers and 67th percentile over five years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ResMed | Chief Financial Officer | 2006–present | Senior finance leadership across global device and software businesses |
| ResMed | VP Treasury & Finance | 2004–2005 | Treasury and corporate finance oversight |
| ResMed | Group Accountant & Controller | 1998–2004 | Financial reporting and controls |
| Norton Abrasives (Saint‑Gobain) | Manager, Financial Accounting & Group Reporting | 1996–1998 | Consolidation/reporting at industrial division |
| Health Care of Australia | Finance & Accounting roles | 1994–1996 | Private hospital operator finance experience |
| PricewaterhouseCoopers | Audit (distribution, manufacturing, financial services, tech) | 1989–1994 | External audit and assurance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Osteopore Limited (ASX:OSX) | Non‑Executive Chair | Jun 2019–Aug 2021 | Leadership at medtech focused on bone regeneration |
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Base Salary (USD) | $498,967 | Paid in AUD; see below |
| Base Salary (AUD) | AUD 801,600 | +10.0% constant currency vs FY2024 |
| Target Bonus % | 80% of salary | Corporate metrics only (50% sales, 50% operating profit) |
| Actual Bonus Paid (USD) | $407,171; 102% of target | Payout formulaic, no discretion |
| All Other Compensation (USD) | $65,835 | $57,386 retirement; $8,449 insurance |
Multi‑year summary (USD):
| Year | Salary | Stock Awards | Option Awards | Non‑Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| 2025 | $498,967 | $2,600,037 | — | $407,171 | $65,835 | $3,572,010 |
| 2024 | $471,039 | $2,299,905 | — | $399,979 | $62,642 | $3,233,565 |
| 2023 | $467,002 | $2,200,049 | — | $384,705 | $57,934 | $3,109,690 |
Performance Compensation
Short‑Term Incentive (STI) – FY2025 design and outcomes
| Metric | Weighting | Threshold (50% payout) | Target (100%) | Max (200%) | Actual | % of Target Achieved | Earned % |
|---|---|---|---|---|---|---|---|
| Adjusted Net Sales | 50% | $4,359,000k | $5,129,000k | $6,667,000k | $5,137,000k | 100.16% | 100.54% |
| Adjusted Operating Profit | 50% | $1,554,000k | $1,828,000k | $2,376,000k | $1,847,000k | 101.04% | 103.47% |
| Corporate weighted result (B. Sandercock) | 100% | — | — | — | — | — | 102.00% |
Plan adjustments to GAAP (budget FX, exclude unbudgeted M&A, SBC, acquired intangibles amortization, etc.) are detailed here .
Executive RSUs – FY2025 earning and vesting
| Performance Component | Threshold | Actual | Earned |
|---|---|---|---|
| Q3 FY2025 adjusted earnings | $172,803k | $348,572k | 50% of RSUs earned |
| Q4 FY2025 adjusted earnings | $180,249k | $375,743k | 50% of RSUs earned |
| Combined Q3+Q4 | $353,052k | $724,315k | 100% earned |
Once earned, RSUs vest in equal thirds annually from grant date (Nov 20, 2024) subject to continued service .
PSUs – Grant structure and Brett’s FY2025 awards
| PSU Type | Performance Measure | Period | Payout Curve | Brett Target Shares (Nov 20, 2024) |
|---|---|---|---|---|
| PSUaTSR | Absolute TSR (NYSE) | 4 years (accelerate at 3 if threshold met) | 0%<5% CAGR; 50% at 5%; 100% at 10%; 200% at 15% | 2,437 |
| PSUrTSR | Relative TSR vs S&P 500 | 3 years | 45% at 30th percentile; 100% at 60th; 200% at 95th; capped at 100% if absolute TSR negative | 2,334 |
Estimated tracking as of June 30, 2025 (stock $258): FY2025 PSUaTSR at 0%; FY2025 PSUrTSR ~125%; FY2024 PSUaTSR at 200% (with 25% banked at target), FY2024 PSUrTSR ~182% . Notably, FY2021 Absolute TSR PSUs were forfeited (Brett: 3,482 PSUs), evidencing real at‑risk performance sensitivity .
Equity mix and FY2025 grant values
Brett’s FY2025 approved equity grant value: $2,600,000; election 50% PSUs (split equally absolute/relative), 50% performance‑based RSUs, 0% options .
Equity Ownership & Alignment
- Beneficially owned within 60 days of Sep 23, 2025: 4,000 stock options and 6,116 RSUs counted toward beneficial ownership for record date purposes .
- Outstanding awards at FY2025 end: 10,883 exercisable options at $101.64 expiring Nov 14, 2025; multiple tranches of RSUs/PSUs outstanding (see below) .
- Upcoming vesting schedule (earned RSUs/banked PSUs):
- FY2026: 4,296 RSUs
- FY2027: 2,639 RSUs and 841 banked PSUs
- Ownership guidelines: 3× salary for NEOs; all NEOs (including Brett) in compliance as of Jun 30, 2025 .
- Hedging/pledging: Prohibited for officers/directors; insider trading policy with encouraged use of 10b5‑1 plans .
- No dividends paid on unvested equity; strong clawback policy applies to cash and equity (including options) without indemnification .
Employment Terms
- Role/Tenure: CFO since Jan 2006 .
- Change‑of‑Control (CoC) Agreements: Double‑trigger equity acceleration (options/RSUs vest; PSUs earned/vest based on truncated performance) . Cash severance multiple 1.5× (salary + higher of past 3 years STI or target), plus continued health benefits for 1.5 years (Australia‑based executives rely on government programs); “best pay” limitation; limited tax gross‑up only on medical/dental benefits .
- Agreement Term: 3‑year terms commencing Mar 1, 2025, auto‑renew for 3‑year periods (current expiry Mar 1, 2028) .
- Non‑compete/Non‑solicit: During severance benefit period (1.5 years for NEOs), restrictions on competitive engagement and solicitation; remote‑work flexibility included in “good reason” definition .
- Estimated Values (as of Jun 30, 2025; stock $258):
- CoC only (no termination): equity vesting value $4,996,643; total $4,996,643
- CoC + qualifying termination: cash severance $1,846,646; health $12,893; equity $4,996,643; total $6,856,182
- Qualifying termination (no CoC): equity $1,798,217; total $1,798,217
- Death/Disability: equity ~$8.296M; total $8.625M–$8.625M
- Deferred Compensation Plan: Available to executives; Brett made no FY2025 deferrals; balances reported for other NEOs .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STI (Cash) | Adjusted Net Sales | 50% | $5,129M | $5,137M | 100.54% | Cash after fiscal year |
| STI (Cash) | Adjusted Operating Profit | 50% | $1,828M | $1,847M | 103.47% | Cash after fiscal year |
| RSUs | Adjusted earnings Q3/Q4 | 100% of grant if both met | Q3 $172,803k; Q4 $180,249k | Q3 $348,572k; Q4 $375,743k | 100% of RSUs earned | Time‑vest: 1/3 annually from grant |
| PSUs (Absolute TSR) | 5%/10%/15% CAGR | — | Threshold/Target/Max | Tracking varies by cohort | 0–200% | Cliff at 4 years; possible 3‑year accel |
| PSUs (Relative TSR) | Percentile vs S&P 500 | — | 30th/60th/95th | Tracking varies by cohort | 45–200% | Vest at 3 years |
Compensation Structure Observations
- Year‑over‑year: Salary and equity rose to align with market comparables; Brett’s FY2025 equity grant value increased 13% (from $2.3M to $2.6M) .
- Mix: Heavy at‑risk pay with 50% PSUs (absolute and relative TSR) and performance RSUs; options optional (Brett elected 0% options in FY2025) .
- Discipline: FY2021 PSUs forfeited; multiple absolute TSR PSU cohorts track to 0% at FY2025 stock price—evidencing pay‑for‑performance rigor .
- Governance: Clawback exceeds SEC/NYSE baseline; hedging/pledging prohibited; ownership guidelines enforced with retention requirements until met .
Risk Indicators & Red Flags
- Repricing: Prohibited under equity plan; no excise tax gross‑ups (limited health benefit gross‑up only) .
- Related party: None disclosed for Brett; transactions are audited via policy and committee oversight .
- Say‑on‑pay: Company‑wide approval ~84% in Nov 2024, up from ~82% in 2023 (historically ~90%) reflecting dual US/ASX investor base differences .
Investment Implications
- Alignment: High—significant PSU exposure to both absolute and relative TSR; RSUs earned only on quarterly earnings thresholds; clawback robust .
- Retention/selling pressure: Upcoming RSU/PSU vesting in FY2026–FY2027 (RSUs 4,296/2,639; banked PSUs 841) may create scheduled liquidity, but 10b5‑1 use is encouraged and pledging/hedging is prohibited, mitigating adverse optics .
- CoC economics: Double‑trigger terms with 1.5× cash multiple and performance‑measured PSU vesting balance severance protection with shareholder discipline; estimated CoC+termination value $6.86M (as of Jun 30, 2025) .
- Execution risk: Absolute TSR cohorts can pay zero—management must sustain stock performance; FY2025 fundamentals and TSR percentile suggest momentum but prior PSU forfeiture underscores sensitivity to sustained value creation .