Justin Leong
RESMEDAbout Justin Leong
Justin Leong, 48, is ResMed’s Chief Product Officer (appointed November 2023), overseeing global product management, hardware/software engineering, UX/CX, product strategy/marketing, product operations, disruptive growth and BD/partnerships; he joined ResMed in 2013 after roles at HgCapital (Director) and Bain & Co. (Consultant). He holds a Bachelor of Commerce and Bachelor of Laws from the University of New South Wales and an MBA from Harvard Business School . His incentive design is heavily performance linked: 50% of equity via PSUs tied to absolute and relative TSR, with RSUs earned on near-term operating profit targets; notably, the fiscal 2021 absolute TSR PSUs (remaining tranche) did not pay out, underscoring pay-for-performance discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ResMed | Chief Product Officer | 2023–present | Leads end-to-end global product portfolio, engineering, UX/CX, disruptive growth and commercial transformation; director on various ResMed subsidiaries |
| ResMed | President, Asia & Latin American Markets | 2013–2023 | Led international market growth; prior roles included President, Asia Growth Markets; SVP & GM, Greater China; joined as VP Global Strategy |
| HgCapital (London) | Director | 2006–2012 | Led acquisitions/portfolio management; served on boards of several European healthcare companies |
| Bain & Company | Management Consultant | 1999–2004 | Advised on growth, operations and M&A in Sydney, Boston, New York |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various ResMed subsidiaries | Director | Current | Board roles across subsidiaries |
| European healthcare companies (via HgCapital) | Board Director | 2006–2012 | Portfolio company directorships |
Fixed Compensation
| Year | Base Salary (USD) | Base Salary (Local Currency) | All Other Compensation (USD) |
|---|---|---|---|
| FY2025 | $677,032 | AUD 1,067,600 (committee base set; budget FX 1:0.67) | $81,894 |
| FY2024 | $586,305 | AUD 1,016,800 (budget FX 1:0.6749) | $113,256 |
| Year | Stock Awards (USD) | Option Awards (USD) | Non-Equity Incentive (USD) | Total (USD) |
|---|---|---|---|---|
| FY2025 | $2,600,037 | $— | $552,478 | $3,911,441 |
| FY2024 | $2,399,823 | $— | $497,856 | $3,597,240 |
Notes
- Base salary paid in AUD; reported USD uses average annual FX (FY2025 ~0.647 USD/AUD) . Equity awards computed under ASC 718 methodology .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Short-Term Cash Incentive (STI) | Annual performance plan | n/a | $541,651 (target) | Actual FY2025 $552,478 | $552,478 | Cash, earned FY2025 |
| RSUs (Executive) | Adjusted net operating profit, Q3 & Q4 FY2025 | 50% of annual equity value (Leong elected RSUs vs options) | 100% if both Q3 and Q4 (or aggregate) targets achieved; 50% if only one achieved | 100% earned for FY2025 | 100% of granted RSUs earned | Vests ratably over 3 years from 11/20/2024 |
| PSUs – Relative TSR (PSUrTSR) | TSR vs S&P 500 over 3 years | 25% of annual equity value | 100% at 60th percentile; threshold 45% at 30th; max 200% at ≥95th (cap at 100% if absolute TSR negative) | In-progress; interim reporting showed 150% representation under SEC rules due to >target interim performance | Range 45%–200% of target | 3-year performance period ending 11/19/2027 |
| PSUs – Absolute TSR (PSUaTSR) | 4-year absolute TSR CAGR | 25% of annual equity value | Threshold 50% at 5% CAGR; target 100% at 10%; max 200% at 15%; early bank/accelerate possible at 3 years | In-progress; interim representation at 50% minimum as performance was below threshold through 6/30/2025 | Range 0%–200% of target | 4-year period ending 11/19/2028; possible 3-year acceleration |
| FY2025 Grants to Leong (11/20/2024 unless noted) | Target Units | Max Units | Grant-Date FV (USD) |
|---|---|---|---|
| RSUs | 5,462 | 5,462 | $1,300,065 |
| PSUs – Relative TSR | 2,334 | 4,668 | $649,902 |
| PSUs – Absolute TSR | 2,437 | 4,874 | $650,070 |
Design details
- RSU grant-date FV per share $238.02 based on $241.55 close less present value of lost dividends; max equals target .
- PSU Monte Carlo valuations: Absolute TSR 110.43% ($266.75 per target PSU); Relative TSR 115.28% ($278.45 per target PSU) .
- For FY2021 Absolute TSR PSUs, remaining shares did not vest at four-year end (November 2024): Leong forfeited 1,916 units (alignment with TSR outcomes) .
Equity Ownership & Alignment
| Beneficial Ownership (as of 9/23/2025) | Shares | % of Outstanding |
|---|---|---|
| Justin Leong | 42,201 | <1% |
| Components Counted as Beneficial (vest/exercisable within 60 days) | Units |
|---|---|
| Stock Options | 22,294 |
| RSUs | 4,573 |
| Outstanding Equity Awards (6/30/2025) | Count | Value Basis |
|---|---|---|
| Options – Exercisable | 6,648 | n/a |
| Options – Unexercisable | 3,325 (exercise price $224.58; grant 11/16/2022; vest remaining on 11/11/2025) | n/a |
| Unvested RSUs | 5,506 | $1,420,548 (at $258 close) |
| FY2025 Unearned PSUs – Relative TSR | 3,501 (shown at 150% of target per SEC interim rule) | n/a |
| FY2025 Unearned PSUs – Absolute TSR | 1,219 (shown at 50% of target per SEC interim rule) | n/a |
| FY2024 Unearned PSUs – Relative TSR | 7,248 (shown at 200% of target per SEC interim rule) | n/a |
| FY2024 RSUs Earned (unvested, as-of) | 6,146 | $1,585,668 (at $258) |
| Banked PSUs (earned) | 878 | $226,524 (at $258) |
| Upcoming Scheduled Vesting (earned awards) | FY2026 | FY2027 |
|---|---|---|
| RSUs | 2,753 | 2,753 |
| Banked PSUs | — | 878 |
Alignment policies
- Stock ownership guideline: 3x salary for NEOs; compliance required within 5 years of appointment; Leong was in compliance as of 6/30/2025 .
- Pledging and hedging of ResMed stock are prohibited .
- No dividend equivalents on unvested/unearned awards .
- No option repricing without stockholder approval (except equitable adjustments) .
Transaction activity
- FY2025 vesting: Leong had 2,753 shares vest; value realized $694,802; no option exercises .
Employment Terms
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Change-of-control agreements: Double-trigger acceleration for time-vested equity; PSUs are earned/vested at change-of-control based on truncated performance through the event (relative TSR vs S&P 500; absolute TSR via prorated CAGR goals) .
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Severance multiple: On a qualifying termination, NEOs receive 1.5x of termination base salary plus the higher of recent actual STI or specified % of base (range 60%–80% for non-CEO NEOs), plus pro-rata STI through termination; CEO is 2.0x .
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Leong potential payouts (valued at $258 share price on 6/30/2025):
- Change-of-control only: Equity acceleration $4,810,557; total $4,810,557 .
- Change-of-control + qualifying termination: Cash severance $2,459,429; health/insurance $6,151; equity acceleration $4,810,557; total $7,276,137 .
- Disability or Death: Health benefits $329,100; equity acceleration $7,368,662; total $7,697,762 .
- Qualifying termination (without change-of-control): Equity acceleration $1,869,692; total $1,869,692 .
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Agreement term and renewals: Three-year term commencing March 1, 2025; auto-renew for successive three-year terms; current NEO agreements expire March 1, 2028 (Rider differs) .
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Non-compete/non-solicit obligations apply during payout period; California carve-out for post-termination employment restrictions; 280G “best-pay” cutback, no excise tax gross-ups (limited health-benefit tax gross-up only) .
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Retirement treatment: Pro-rata vesting for RSUs/options at qualifying retirement (≥60 years old and ≥5 years service); Leong not listed as eligible currently .
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Clawback policy: Effective October 2, 2023, aligned with NYSE rules for incentive compensation recovery .
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Deferred compensation: No FY2025 deferrals or balances reported for Leong .
Investment Implications
- Strong pay-for-performance design balances long-term TSR (50% PSUs split between absolute and relative TSR) with near-term operating execution (RSUs tied to Q3/Q4 operating profit), with FY2021 absolute TSR PSUs’ forfeiture reinforcing outcome-based pay delivery .
- Near-term insider supply risk centers on November 11 annual vesting cadences for RSUs and option tranches, with known earned RSUs scheduled in FY2026–FY2027 (2,753 each year) and banked PSUs (878 in FY2027); 10b5‑1 plan usage is encouraged, potentially smoothing sales .
- Alignment safeguards are robust: 3x salary ownership guideline compliance, pledging/hedging bans, no option repricing without stockholder approval, and clawbacks per NYSE rules—reducing governance risk and signaling discipline to investors .
- Change-of-control exposure appears manageable: Double-trigger structure and 1.5x severance multiple produce a total payout of ~$7.3M for Leong under CIC+termination (including equity), limiting excessive parachute risk while preserving retention through transactional uncertainty .
- Watch interim TSR outcomes: Relative TSR PSUs showed >target interim performance representation (150% under SEC disclosure), while absolute TSR PSUs were below threshold (50% minimum representation), highlighting sensitivity of realized pay to market performance over FY2025–FY2028 windows .