Michael Rider
RESMEDAbout Michael Rider
Michael “Mike” Rider (age 68) is ResMed’s Global General Counsel and Secretary, appointed in July 2023; he joined ResMed in June 2012 and previously served as SVP, Deputy Global GC and GC-Americas. He holds a BS in Pharmacy (University of Arizona) and a JD (magna cum laude, University of San Diego) with prior legal leadership roles at Callaway Golf, American Airlines, and Gibson Dunn & Crutcher . During FY2025, ResMed delivered 10% revenue growth to $5.1B, operating income +28% to $1,685.4M (non-GAAP +19%), net income +37% to $1,400.7M (non-GAAP +23%), and diluted EPS +37% to $9.51 (non-GAAP $9.55); NYSE one-year TSR ranked 99th percentile vs US peers and 67th percentile over five years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ResMed Inc. | Global General Counsel & Secretary | Jul 2023–present | Oversees global legal, corporate governance, and compliance for device and software businesses |
| ResMed Inc. | SVP, Deputy Global GC; Legal Business Partner (Sleep & Respiratory Care) | Jul 2019–Jun 2023 | Supported product, regulatory, and commercial execution for core SRC segment |
| ResMed Inc. | VP & General Counsel – Americas | Jun 2012–Jul 2019 | Led regional legal, contracts, and risk management across Americas markets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Callaway Golf | Senior Vice President & General Counsel | — | Led public-company legal function and corporate governance |
| American Airlines | Senior Attorney | — | Handled complex litigation and corporate legal matters |
| Gibson Dunn & Crutcher | Litigation Associate | — | Foundational litigation and regulatory experience |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary (USD) | $489,575 | $508,745 |
| Target Bonus % of Salary | 60% | 60% |
| Target Bonus ($) | — | $305,247 |
| Actual Bonus Paid ($) | $311,789 | $311,363 |
| All Other Compensation ($) | $52,957 | $69,009 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout % | Result |
|---|---|---|---|---|---|
| Corporate Adjusted Net Sales | 50% | $5,129M | $5,137M | 100.54% | Contributes to 102% corporate earnout |
| Corporate Adjusted Operating Profit | 50% | $1,828M | $1,847M | 103.47% | Contributes to 102% corporate earnout |
| Overall STI Payout | — | 100% of target | — | 102% | Actual cash payout $311,363 |
Long-term equity program structure (executive mix): 50% PSUs (25% absolute TSR, 25% relative TSR) and 50% RSUs and/or options vesting ratably over 3 years; RSUs are earned based on adjusted net operating profit thresholds; PSUs feature banking/acceleration mechanics and capped payouts aligned to TSR performance .
Equity Ownership & Alignment
| Beneficial Ownership (as of Sep 23, 2025) | Shares | % of Outstanding | RSUs Vesting within 60 days | Options Exercisable within 60 days |
|---|---|---|---|---|
| Michael Rider | 6,409 | <1% | 3,077 | 0 |
| Outstanding Awards (as of Jun 30, 2025) | Units | Status / Notes |
|---|---|---|
| Earned RSUs (unvested) | 4,678 | Vests in equal annual tranches (Nov 11) |
| RSUs granted Nov 20, 2024 | 2,941 | Earned 100% in Aug 2025; 1/3 time-vest annually from grant date |
| PSUs – Relative TSR (Nov 2024) | 1,886 | Shown at 150% of target per SEC interim display; 3-year period to Nov 19, 2027 |
| PSUs – Absolute TSR (Nov 2024) | 656 | Shown at 50% of target; 4-year period to Nov 19, 2028 (3-year acceleration possible) |
| PSUs – Relative TSR (Nov 2023) | 3,926 | Tracking between target and max; 3-year period to Nov 15, 2026 |
| PSUs – Absolute TSR (Nov 2023) | 3,330 | Tracking at max; 4-year period to Nov 15, 2027; 25% banked already |
| Banked PSUs (Absolute TSR FY2024 grant) | 476 | Vests at end of 3-year period (FY2027) |
Upcoming vesting (earned RSUs and banked PSUs):
- FY2026: RSUs 2,846; FY2027: RSUs 1,832; Banked PSUs FY2027: 476 .
Ownership policy and alignment safeguards:
- Executive stock ownership guideline: 300% of salary; all NEOs in compliance as of Jun 30, 2025 .
- Prohibition on hedging and pledging of ResMed stock for officers/directors .
- Clawback policy mandates recovery of incentive compensation (cash and equity, including options) upon financial restatements or specified triggers; no indemnification for clawed-back amounts .
- 10b5-1 trading plans encouraged for insiders; blackout periods enforced .
Deferred Compensation (FY2025):
| Item | Amount (USD) |
|---|---|
| Executive Contributions | $228,935 |
| Aggregate Earnings | $181,949 |
| Balance (End of FY2025) | $1,995,315 |
Employment Terms
- At-will employment; no cash severance outside change-of-control (CoC) scenarios for NEOs .
- Change-of-control agreement term: Rider’s agreement expires July 1, 2026, with automatic 3-year renewals (others generally Mar 1, 2028) .
- CoC economics (double-trigger): 1.5× (salary + higher of recent actual STI or target % of salary), pro-rata STI to termination date, full vesting of options/RSUs; PSUs earned based on truncated performance through CoC; 1.5 years of medical/dental premiums plus limited tax gross-up on benefits; “best pay” cutback to avoid 280G excise tax if beneficial .
- Post-termination restrictions: Non-solicit/non-compete obligations during payout period (1.5 years for NEOs), subject to California law limitations .
- Equity award terms: Accelerated vesting for death/disability; pro-rata vesting on qualifying retirement (≥ age 60 and ≥5 years service); options exercisable up to 36 months post-retirement within original term for post-2018 grants .
Performance & Track Record
| FY2025 Equity Realization | Shares | Value (USD) |
|---|---|---|
| RSUs/PSUs Vested | 3,115 | $780,479 |
ResMed FY2025 operating and capital discipline (e.g., adjusted metrics used for STI, ROIC focus, buybacks) supported above-target corporate earnout and 102% payout for executives tied solely to corporate goals .
Investment Implications
- Pay-for-performance alignment: Rider’s STI metrics (50% adjusted net sales, 50% adjusted operating profit) and PSUs tied to absolute/relative TSR tightly link compensation to growth, profitability, and stockholder returns; clawback, no-hedge/pledge, and ownership guidelines strengthen alignment .
- Retention and selling pressure: Multi-year RSU and banked PSU vesting (FY2026–FY2027) plus sizable outstanding PSUs provide retention incentives; expect periodic liquidity events around November vest dates, potentially executed via 10b5-1 plans and within blackout policies .
- CoC protections and risk: Double-trigger CoC benefits (1.5× cash, equity acceleration) mitigate retention risk in strategic scenarios; “best pay” cutback and limited benefits gross-up reduce shareholder-unfriendly features vs historical standards .
- Ownership: Low beneficial ownership (<1%) is typical for GCs, but policy compliance (3× salary) and unvested equity exposure demonstrate ongoing alignment; hedging/pledging bans reduce misalignment risks .
- Execution context: Company delivered strong FY2025 operating performance and TSR recovery, supporting incentive outcomes; ongoing absolute TSR PSU dependency introduces sensitivity to share-price trajectory through 2027–2028 .