Nicole Mowad-Nassar
RESMEDAbout Nicole Mowad‑Nassar
Independent director of ResMed Inc. (RMD), age 54, elected August 15, 2025; serves on the Compensation and Leadership Development Committee. She is Senior Vice President at AbbVie and President, Global Allergan Aesthetics; prior roles include leading Specialty & U.S. Therapeutics Operations at AbbVie. Education: BA in Economics (Bucknell) and MBA (Kellogg, Northwestern). Independence affirmed under NYSE and ASX standards; no related‑party transactions disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | SVP; President, Global Allergan Aesthetics | Sep 2025 – present | Leads global aesthetics; commercial strategy, patient access, market access, digital health innovation |
| AbbVie Inc. | SVP; President, Specialty & U.S. Therapeutics Operations | Jul 2023 – Aug 2025 | Led ~$6B portfolio; integration leadership; digital engagement focus |
| AbbVie Patient Services | VP, Commercial Analytics & Operations | Jan 2020 – Jul 2023 | Commercial analytics, operations |
| AbbVie (Allergan Acquisition) | VP, Commercial Analytics & Operations; Global Commercial Integration Lead | Jan 2018 – Jan 2020 | Led commercial integration of Allergan into AbbVie |
| Takeda Pharmaceuticals USA | Various leadership roles incl. VP & Head of U.S. Business Operations & External Partnerships | 2009 – 2017 | Business ops; partnerships |
| Abbott Laboratories | Progressive leadership roles (Hospital Products & Pharmaceutical Products Divisions) | 2000 – 2009 | Commercial roles across devices/pharma |
| TAP Pharmaceuticals | Sales and Marketing roles | 1992 – 2000 | Commercial execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lake Forest High School Foundation | Board Member | Not specified | Non‑profit board service |
| Public company boards | — | — | None currently; no prior public company directorships disclosed |
Board Governance
- Committee assignment: Compensation and Leadership Development Committee; membership 100% independent; committee met 4 times in FY2025 with 100% attendance (Nicole joined post‑FY2025 and will participate prospectively) .
- Independence: Board determined Nicole and nine of eleven nominees are independent under NYSE and ASX standards; all committees fully independent; no relationships requiring independence exceptions .
- Election and term: Elected August 15, 2025; standing for election at Nov 19, 2025 Annual Meeting; standard indemnification agreement in place .
- Board structure & engagement: Combined Chair/CEO model mitigated by Lead Independent Director (Ronald Taylor), executive sessions of independents at each meeting, robust director education and quarterly engagement with senior/mid‑level management .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (FY2026) | $75,000 | Increased from $70,000 effective July 1, 2025 |
| Equity (annual grant) | $260,000 | Director chooses RSUs and/or options; in FY2025 all non‑exec directors elected 100% RSUs |
| Lead Director retainer | $40,000 | If applicable (not applicable to Nicole) |
| Committee Chair retainers | $25,000 Audit; $20,000 Comp; $15,000 CPQ; $15,000 N&G | If chair role applicable |
| Meeting fees | None | No additional per‑meeting fees |
| New director proration | Pro‑rated cash/equity | Pro‑rated for service before annual meeting |
| Indemnification | Standard form | As described in 8‑K |
Performance Compensation
| Feature | Term | Metric/Condition |
|---|---|---|
| Director RSU vesting | Full vest on earlier of: Nov 11 following grant or first annual meeting after grant | Time‑based (no performance metric) |
| Director options | Grant two business days after annual meeting Form 8‑K | Standard strike at closing price; time‑based vesting |
| Change‑of‑control (directors) | Accelerated vesting if holder does not continue as director of successor | Applies to outstanding unvested RSUs/options |
Directors at RMD do not have performance metrics tied to director compensation (no STI/LTI performance conditions); equity is time‑vested for non‑executive directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Committee interlocks (Comp Committee) | None; no insider participation and no Item 404 relationships in FY2025 among Comp Committee members |
| Potential interlocks | Nicole is an AbbVie executive; company disclosed no related party transactions with her; audit committee oversees any related party transactions under policy |
Expertise & Qualifications
- 30+ years in pharma with P&L leadership; expertise in commercial strategy, marketing, digital health innovation, patient and market access, and enterprise integration .
- Led commercial integration of Allergan acquisition at AbbVie; global and U.S. portfolio leadership .
- Education: BA Economics (Bucknell); MBA (Kellogg, Northwestern) .
Equity Ownership
| Policy/Status | Detail |
|---|---|
| Director ownership guideline | 5x annual cash retainer ($350,000 based on FY2025 retainer); compliance within five years; must retain 50% of after‑tax shares until guideline met |
| Deferred stock unit plan | Directors may defer RSU shares for fixed years or until retirement; counts toward ownership; cash dividend equivalents post‑vest |
| Pledging/hedging | Prohibited for directors and officers |
| Compliance snapshot (FY2025) | As of June 30, 2025, all non‑exec directors complied except new director DelOrefice; Nicole elected post‑FY2025, compliance window applies . |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval (%) | Notes |
|---|---|---|
| 2023 | ~82% | Annual frequency preferred in 2023 |
| 2024 | ~84% | Slight improvement; below historical ~90%; dual‑listing investor base noted as factor |
Compensation Committee Analysis
- Composition & independence: 100% independent; members include Chair Karen Drexler; Nicole Mowad‑Nassar joined Aug 2025; committee oversees exec pay, board pay, leadership development .
- Independent advisors: FW Cook retained by committee (no other services); Infinite Equity supports TSR PSU calculations and new SEC disclosures; both deemed independent, no conflicts .
- Peer benchmarking: Director comp aligned to U.S. medtech peers; RSU‑centric; dual‑listing context reviewed annually .
Related Party Transactions & Conflicts
- Item 404: Company not aware of any transactions with Nicole requiring disclosure; independence affirmed .
- Policy & oversight: Audit committee reviews/approves related party transactions; pre‑approved categories and thresholds; periodic management reporting .
- Clawback & trading controls: Mandatory clawback policy (effective Oct 2, 2023); prohibition on hedging/pledging; 10b5‑1 plans encouraged .
Governance Assessment
- Strengths: Independence verified; committee independence and robust oversight; strong ownership guidelines and deferred equity; clear related‑party policy; standard indemnification; structured director education and executive sessions; clawback policy exceeds SEC/NYSE baseline .
- Potential watch‑items: Combined Chair/CEO model (mitigated by experienced Lead Independent Director and routine executive sessions); monitor any future ResMed‑AbbVie interactions for related‑party exposure—none currently disclosed .
- Attendance/engagement signal: FY2025 board and committee attendance was 100% except one travel‑related absence by founder; Nicole’s committee participation begins post‑FY2025, with ongoing engagement expected under quarterly director‑management sessions .
RED FLAGS: None observed specific to Nicole—no Item 404 transactions, independence affirmed, and strong trading/ownership controls. Structural risk of combined Chair/CEO mitigated via Lead Director authority and independent committee framework .