Desney Tan
RESMEDAbout Desney Tan
Independent director at ResMed Inc. (RMD); age 49; director since 2021. Tan is Corporate Vice President and Managing Director of Microsoft Research with a background in AI/ML and human-computer interaction; he holds a B.S. in Computer Engineering (summa cum laude) from the University of Notre Dame and a Ph.D. in Computer Science from Carnegie Mellon University . He is an independent director under NYSE and ASX rules, with no material relationships requiring disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President & Managing Director, Microsoft Research | 2023–present | Leads multidisciplinary global innovation teams; AI/ML relevance to ResMed strategy |
| Microsoft | VP & Managing Director, Microsoft Health Futures | 2021–2023 | Advanced digital health initiatives |
| Microsoft | Managing Director, Microsoft Healthcare | 2015–2021 | Led healthcare-focused R&D |
| Microsoft | Various R&D leadership roles | 2004–2015 | Built global research programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Washington (Seattle) | Affiliate Professor, Computer Science & Engineering | 2007–present | Academic appointment |
| Washington Research Foundation | Board Director | Ongoing | Governance role |
| IntuitiveX | Senior Advisor & Chief Technologist | Ongoing | Advisory; private innovation studio |
| Proprio | Advisor | Ongoing | Advisory role to surgical technology company |
| Public company boards | — | — | Current: none; Prior: none |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Tan is independent under NYSE and ASX standards |
| Committees | Compensation & Leadership Development; Nominating & Governance (member, not chair) |
| Committee independence | 100% independent membership on all committees |
| Meeting attendance | FY2025: 100% attendance at board and committee meetings (exception only Peter Farrell) |
| Meetings held FY2025 | Board (6); Compensation (4); Nominating (4) |
| Executive sessions | Independent directors meet in executive session at each regular board meeting |
Fixed Compensation
| Component | FY2025 Amount/Policy | FY2026 Update | Notes |
|---|---|---|---|
| Annual cash retainer (non-exec director) | $70,000 | $75,000 | Effective July 1, 2025 |
| Equity (annual grant value) | $260,000 | $260,000 | RSUs (full-value shares) standard for directors |
| Committee membership fees | $0 | $0 | No member-level fees; only chair retainers |
| Chair retainers (for context) | Audit $25k; Comp $20k; CPQ $15k; N&G $15k | No change | Tan is not a chair |
| Meeting fees | None | None | — |
Director-specific FY2025 actuals (Tan):
- Cash fees: $70,000; RSU grant (grant-date fair value): $259,909; Total: $329,909 .
Performance Compensation
Directors do not have performance-conditioned pay; annual equity is time-based RSUs:
- Grant practices: RSUs granted on annual meeting date (FY2025: Nov 20, 2024) .
- Vesting: RSUs vest in full on the earlier of one year from grant or the next annual meeting; if change of control and the director does not continue with the successor, unvested RSUs/options fully vest .
- Deferred equity: Directors may elect to defer RSUs into director deferred stock units; counts toward ownership guidelines; Tan had 0 deferred RSUs outstanding at FY2025 year-end .
| Instrument | Grant date | Performance metric | Vesting schedule | Change-of-control treatment |
|---|---|---|---|---|
| RSUs (Director grant) | Nov 20, 2024 | None (time-based) | Full vest on earlier of 1 year post-grant or next AGM | Full vest if not continuing post-transaction |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | None |
| Compensation committee interlocks | None; all CLDC members independent; no relationships requiring Item 404 disclosure |
| Related-party transactions | Board reports no specific relationships/transactions affecting independence; related party policy routes approvals via Audit Committee |
Expertise & Qualifications
- Technology executive specialized in AI/ML, digital health, and human-computer interaction; named inventor on 100+ granted patents; numerous academic publications .
- Education: B.S. Computer Engineering (summa cum laude), University of Notre Dame; Ph.D. Computer Science, Carnegie Mellon University .
- Skills directly align with ResMed’s data/AI strategy and oversight of digital health initiatives .
Equity Ownership
| Item | Detail |
|---|---|
| Ownership guidelines | Directors must hold stock ≥5× annual cash retainer (i.e., ≥$350,000 based on FY2025 retainer); new directors have 5 years; must retain 50% of after-tax vested shares until compliant |
| Compliance status (as of 6/30/2025) | All non-exec directors in compliance except newly joined DelOrefice; implies Tan is compliant |
| Outstanding awards (6/30/2025) | Options: 0; RSUs outstanding: 1,083; Deferred RSUs: 0 |
| Hedging/pledging | Prohibited for directors and officers (hedging, pledging, short sales, derivatives) |
Governance Assessment
- Strengths: Independent; 100% attendance; relevant AI/ML and digital health expertise; service on CLDC and N&G supports board oversight of pay, leadership development, and governance refresh; no related-party concerns disclosed .
- Director pay structure: Cash retainer plus equity RSUs (time-based) aligns with U.S. medtech peers and ownership guidelines; no member fees; chair retainers only; deferral plan available to enhance alignment .
- Investor-alignment policies: Strong clawback policy; prohibition on pledging/hedging; majority-vote standard; proxy access; independent committee chairs .
- Broader say-on-pay context (NEOs): 84% approval in 2024, slightly below historical ~90% due to dual-listing pay model tensions; not specific to Tan but relevant to governance sentiment .
RED FLAGS
- None identified: no interlocks, no related-party transactions requiring disclosure, no attendance issues, and no pledging/hedging permitted .