Karen Drexler
RESMEDAbout Karen Drexler
Karen Drexler (age 65) is an independent director of ResMed Inc. (RMD), serving since 2017; she is a serial entrepreneur in digital health, medical devices, and diagnostics, and formerly CEO of Sandstone Diagnostics . She holds a B.S.E. in chemical engineering from Princeton (magna cum laude) and an MBA with honors from Stanford GSB, and acts as a strategic advisor for early-stage companies . Her core credentials include board leadership, compensation oversight, and governance expertise relevant to healthtech and out-of-hospital care models .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandstone Diagnostics, Inc. | Board Member and CEO | 2016–2020 | Led point-of-care diagnostics; operating executive leadership |
| Amira Medical Inc. | Founder, President & CEO | N/A (until sale) | Built minimally invasive glucose monitoring; company sold to Roche; Lifescan roles and sale to J&J |
| Tivic Health (NASDAQ: TIVC) | Director | 2019–2024 | Chaired Compensation; chaired Nominations & Corporate Governance; served on Audit & Risk |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Outset Medical (NASDAQ: OM) | Director | 2021–present | Chair, Nominating & Corporate Governance; Member, Compensation |
| EBR Systems, Inc. (ASX: EBR) | Director | 2022–present | Chair, Nomination & Remuneration; Member, Audit & Risk |
| Astia / StartX / Springboard Women’s Health Council | Mentor/Advisor/Council Member | N/A | Advisory/mentorship roles in health innovation |
Board Governance
- Committee assignments: Chair, Compensation & Leadership Development; Member, Nominating & Governance .
- Independence: Board determined nine of eleven nominees are independent, including Drexler; all committee members are independent and meet NYSE/SEC standards .
- Attendance and engagement: FY25 committee attendance was 100% for Compensation & Leadership Development (4 meetings); board met six times; each director except Peter Farrell had 100% attendance, implying Drexler’s full attendance .
- Executive sessions: Independent directors meet in executive session at each regular board meeting under the Lead Director .
Fixed Compensation
| Component | FY2025 Amount | FY2026 Program | Notes |
|---|---|---|---|
| Annual cash retainer (non-exec director) | $70,000 | $75,000 | Increased $5,000 beginning July 1, 2025 |
| Chair fee – Compensation & Leadership Development | $20,000 | $20,000 | No change |
| Lead Director fee (not Drexler) | $40,000 | $40,000 | Reference for board program |
| Drexler – FY2025 cash fees earned | $90,000 | N/A | Reflects base + chair |
Performance Compensation
| Director Equity Grants | Grant Date | Form | Fair Value | Vesting | Change-of-Control Terms |
|---|---|---|---|---|---|
| Drexler – FY2025 annual grant | Nov 20, 2024 | RSUs | $259,909 | Vests in full on earlier of Nov 11 following grant or next annual meeting, subject to continued service | If not continuing as director of successor, outstanding unvested RSUs/options vest fully |
| Equity program structure (directors) | FY2025 | RSUs (all directors elected RSUs) | $260,000 program value | Standard annual vesting as above | As above |
| Deferred stock unit plan (directors) | Adopted Aug 2024 | DSUs credited from deferred RSUs | N/A | Distribution at fixed future date or retirement; counts toward ownership; cash-equivalent dividends post-vest | Accelerated distribution upon change-in-control |
Director equity grants are not tied to performance metrics; they are time-based. However, Drexler’s committee sets and administers executive performance metrics:
| Metric (Corporate) | Target (USD mm) | Actual (USD mm) | % of Goal Achieved | % of Payout Earned (before weighting) |
|---|---|---|---|---|
| Adjusted Net Sales | $5,129 | $5,137 | 100.16% | 100.54% |
| Adjusted Operating Profit | $1,828 | $1,847 | 101.04% | 103.47% |
| Corporate weighted earnout | — | — | — | 102.00% |
| RCS Adj. Net Sales | $647 | $641 | 99.13% | 97.09% |
| RCS Adj. Operating Profit | $192 | $205 | 106.28% | 120.93% |
| RCS + Corporate combined | — | — | — | 105.50% |
Compensation governance and advisors:
- Committee members: Drexler (Chair), Gill, Mowad-Nassar, Sulpizio*, Tan; independent; FY25 meetings: 4; attendance 100%; Sulpizio retiring Nov 19, 2025 .
- Advisors: FW Cook (independent compensation consultant); Infinite Equity for TSR calculations; independence affirmed; no other services provided .
- Clawback: Robust compensation recovery policy for executives (cash and equity, incl. options), mandatory on restatements without requiring misconduct; no indemnification for clawbacks .
Other Directorships & Interlocks
| Entity | Relationship to RMD | Notes |
|---|---|---|
| Outset Medical (OM) | External public board | Governance and compensation oversight roles; dialysis focus, no related-party transactions disclosed with RMD |
| EBR Systems (ASX: EBR) | External public board | Governance and audit roles; cardiac pacing focus; no related-party transactions disclosed with RMD |
| Tivic Health (TIVC) | Prior public board | Served 2019–2024 with committee leadership; no RMD related-party transactions disclosed |
No compensation committee interlocks or insider participation were reported for FY2025 .
Expertise & Qualifications
- Serial entrepreneur with deep domain knowledge in digital health, medical devices, diagnostics; senior advisor to early-stage companies .
- Academic credentials: Princeton B.S.E. (magna cum laude), Stanford MBA (honors) .
- Board qualifications: governance, compensation leadership, and operational experience across healthtech .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 19,996; less than 1% of outstanding |
| Options outstanding | 10,467 |
| RSUs outstanding | 1,083 (includes units vesting within 60 days) |
| Deferred RSUs | 1,083 |
| Ownership guidelines | 5× annual cash retainer ($350,000 in FY2025); new directors have 5 years to comply |
| Compliance status | As of June 30, 2025, all non-exec directors complied except DelOrefice (joined Nov 2024) |
| Hedging/pledging | Prohibited for directors/officers |
Governance Assessment
- Board effectiveness and independence: Drexler chairs a fully independent Compensation & Leadership Development Committee; board has robust independent oversight (Lead Director, executive sessions), and all committees are independent .
- Attendance/engagement: 100% committee attendance and full board attendance (excluding Peter Farrell’s surgery-related absence), signaling high engagement .
- Compensation governance signals: Use of independent consultant (FW Cook), independent TSR validation (Infinite Equity), strong clawback policy, and prohibition on hedging/pledging support investor-aligned pay practices .
- Say-on-pay: 84% approval in Nov 2024 (up from ~82% in 2023; historically ~90%), indicating constructive but watchful investor sentiment; as chair, Drexler’s committee considered feedback in decisions .
- Conflicts/related-party exposure: No related-party transactions requiring disclosure for FY2025 and no compensation committee interlocks; Drexler’s external boards are in adjacent healthcare areas without disclosed conflicts with RMD .
- Director compensation alignment: Equity grants and ownership guidelines drive alignment; FY2026 cash retainer increased to maintain market competitiveness, equity unchanged, and directors elected RSUs over options in FY2025 (lower risk profile) .
RED FLAGS: None disclosed specific to Drexler (no pledging/hedging; no related-party transactions; no committee interlocks). Monitoring point: say-on-pay approval below long-term historical levels, though improving, warrants continued engagement on pay-for-performance calibration .