Carol Burt
RESMEDAbout Carol Burt
Carol Burt is an independent director of ResMed (RMD), age 67 as of September 23, 2025, serving on the board since 2013; she currently chairs the Nominating & Governance Committee and serves on the Audit and the Compliance, Privacy & Quality Committees . She is Principal of Burt-Hilliard Investments and a Senior Advisor and Operating Council member at Consonance Capital Partners, with prior senior leadership roles at WellPoint (now Elevance), American Medical Response, and Chase Securities; she earned a BBA magna cum laude from the University of Houston . She is also a current director of IQVIA (NYSE: IQV), where she chairs the Leadership Development & Compensation Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burt-Hilliard Investments | Principal | 2008–present | Private investment leadership |
| Consonance Capital Partners | Senior Advisor; Operating Council | 2013–present | PE advisory focused on healthcare |
| WellPoint (now Elevance Health) | SVP Corporate Finance & Development | Not disclosed | Corporate finance, M&A |
| American Medical Response | SVP & Treasurer | Not disclosed | Treasury, finance |
| Chase Securities (now JPM) | Founder, MD & Head of Health Care Banking Group | Not disclosed | Built healthcare banking franchise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| IQVIA Holdings Inc. (NYSE: IQV) | Director | 2019–present | Chair, Leadership Development & Compensation; Member, Audit |
| Envision Healthcare Corp. (NYSE: EVHC) | Prior Director | Not disclosed | Not disclosed |
| Vanguard Health Systems Inc. (NYSE: VHS) | Prior Director | Not disclosed | Not disclosed |
| WellCare Health Plans, Inc. (NYSE: WCG) | Prior Director | Not disclosed | Not disclosed |
| Women Corporate Directors; International Women’s Forum | Member | Not disclosed | Not applicable |
Board Governance
- Independence: The board determined nine of eleven nominees are independent, including Carol Burt; all committees are entirely independent and audit/compensation members meet enhanced SEC/NYSE standards; no relationships required consideration in independence decisions .
- Committee leadership and assignments (FY2025/FY2026 outlook): In 2025, Burt was appointed Chair of Nominating & Governance and remains a member of Audit and Compliance, Privacy & Quality (CPQ); no changes anticipated through FY2026 .
- Audit Committee: 100% independent; all members (including Burt) identified as SEC “financial experts” .
- Attendance and engagement: In FY2025, every director except Peter Farrell attended 100% of board and assigned committee meetings; Board met six times; Audit (8), Compensation & Leadership Development (4), Compliance Oversight (4), CPQ (1), Nominating & Governance (4). Independent directors met in executive session at each regular board meeting .
| Committee (FY2025) | Role | Independence | Meetings | Attendance |
|---|---|---|---|---|
| Nominating & Governance | Chair | 100% independent | 4 | 100% (boardwide, excluding Peter Farrell) |
| Audit | Member; Financial Expert | 100% independent; all members financial experts | 8 | 100% |
| Compliance, Privacy & Quality | Member | 100% independent | 5 (incl. compliance oversight) | 100% |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Cash fees (retainers incl. pro-rated chair fee) | $106,810 | Burt received pro-rated chair retainer due to 2025 chair changes |
| Meeting fees | $0 | Company does not pay meeting fees; no additional member retainers |
| Other compensation | $0 | Not applicable to Burt |
Director program parameters:
- FY2025 retainers: Non-exec cash retainer $70,000; Lead Director $40,000; Audit Chair $25,000; Compensation Chair $20,000; CPQ Chair $15,000; N&G Chair $15,000 .
- FY2026 change: Cash retainer increases to $75,000; all other retainers unchanged; equity value unchanged at $260,000 .
| Role | FY2025 Cash/Equity | FY2026 Cash/Equity |
|---|---|---|
| Non-exec director cash retainer | $70,000 | $75,000 |
| Non-exec annual equity value | $260,000 | $260,000 |
| Nominating & Governance Chair | $15,000 | $15,000 |
Performance Compensation
| Award Type | FY2025 Grant Value | Performance Metric | Vesting | Key Terms |
|---|---|---|---|---|
| RSUs (annual director equity) | $259,909 (grant-date fair value) | None (time-based) | Vest in full on earlier of: Nov 11 in year after grant or first annual meeting after grant | 2025 grant valued using $241.55 close on Nov 20, 2024 ; All directors elected 100% RSUs in FY2025 |
| Options (if elected) | Not elected by Burt in FY2025 | N/A | N/A | Exercise price set at close on option grant date; FY2025 options priced at $249.56 for those who elected options |
Additional terms:
- Change in control: If a director does not continue on successor board, outstanding unvested RSUs and options become fully vested .
- Deferred equity plan (adopted Aug 2024): Directors may defer receipt of shares from annual RSU grants; deferred units receive cash equivalent dividends post-vest and count toward ownership guidelines; accelerated distribution upon change in control .
- Annual director pay cap under 2009 Plan: $700,000 (or $1.2M if serving as board chair) for combined cash and equity .
Other Directorships & Interlocks
| Company | Status | Roles/Committees |
|---|---|---|
| IQVIA Holdings (NYSE: IQV) | Current | Chair, Leadership Development & Compensation; Member, Audit |
| Envision Healthcare (NYSE: EVHC) | Prior | Not disclosed |
| Vanguard Health Systems (NYSE: VHS) | Prior | Not disclosed |
| WellCare Health Plans (NYSE: WCG) | Prior | Not disclosed |
- Interlocks/conflicts: The proxy states no specific relationships or transactions required consideration in independence determinations; independent directors and family members have no material relationships with the company . Related-party transactions are governed by a formal policy overseen by the Audit Committee .
Expertise & Qualifications
- Skills: Corporate governance, executive management, finance, accounting and capital markets, strategy, M&A, operations, risk oversight and compliance .
- Education: BBA magna cum laude, University of Houston .
- Financial expertise: Identified as an Audit Committee “financial expert” by the board (all Audit Committee members designated) .
Equity Ownership
| Metric | Amount | As-of/Notes |
|---|---|---|
| Beneficial ownership (shares) | 17,743 | Record date Sep 23, 2025; less than 1% of outstanding |
| Options outstanding (FY2025 year-end) | 0 | As of June 30, 2025 |
| RSUs outstanding (FY2025 year-end) | 0 | As of June 30, 2025 |
| Deferred RSUs outstanding (FY2025 year-end) | 1,083 | As of June 30, 2025 |
Ownership alignment policies:
- Director ownership guideline: 5× annual cash retainer (i.e., $350,000 based on FY2025 retainer); directors must retain 50% of after-tax shares from vesting/exercise until meeting guideline; as of June 30, 2025, all non-exec directors complied except a new 2024 appointee (not Burt) .
- Hedging and pledging: Prohibited for directors, officers, and employees .
Governance Assessment
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Strengths for investor confidence:
- Long-tenured independent director with deep healthcare finance and governance credentials; current committee chairmanship and Audit/CPQ membership concentrate her oversight on board composition, risk, and controls .
- Audit Committee financial expert designation and 100% FY2025 attendance support board effectiveness .
- Clear alignment mechanisms: meaningful equity component (annual RSUs), 5× retainer ownership guideline, and prohibition on hedging/pledging; Burt held 17,743 shares and 1,083 deferred RSUs as of FY2025 year-end/record date .
- Independence affirmed; no specific relationships requiring independence review; robust related-party review policy .
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Compensation structure:
- FY2025 total director compensation for Burt was $366,719, split between cash ($106,810) and RSUs ($259,909), within plan limits; FY2026 cash retainer increases to $75,000 while equity remains $260,000, maintaining a balanced cash/equity mix .
-
RED FLAGS (none disclosed):
- No related-party transactions disclosed involving Burt; board re-affirmed independence; hedging/pledging prohibited; attendance at 100% in FY2025 .