Peter Farrell
RESMEDAbout Peter Farrell
Founder and Chairman Emeritus of ResMed Inc.; age 83 as of September 23, 2025; director since 1989; currently a non‑officer employee and board director (not independent). Education: B.E. (Hons) Chemical Engineering, University of Sydney; S.M. Chemical Engineering, MIT; Ph.D. Chemical Engineering/Bioengineering, University of Washington; D.Sc., University of New South Wales . Independence determination: not independent due to employment and father‑son relationship with CEO Michael Farrell .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMed Inc. | Founder; Board Chairman; Chairman Emeritus; CEO (multiple periods); Non‑officer employee | Director since 1989; Chairman 1989–Jan 2023; Chairman Emeritus since Jan 2023; CEO 1990–2007; 2011–2013; Non‑officer employee since 2014 | Founder with deep operations/technology/sleep industry experience; ongoing cultural and historical perspective in boardroom |
| Baxter International | VP R&D; Managing Director, Baxter Center for Medical Research Pty Ltd | 1984–1989 | Leadership in medical research operations |
| University of New South Wales | Visiting Professor; Chair, Centre for Innovation & Entrepreneurship; Foundation Director, Graduate School for Biomedical Engineering | 1978–1989; ongoing visiting professor | Academic leadership in biomedical engineering and innovation |
| MIT | Dean of Engineering Advisory Council (current); Visiting Committee, HST Program (prior) | 1998–2018 (Visiting Committee); 2018–present (Advisory Council) | Strategic guidance to engineering education and translational health science |
External Roles
| Company/Institution | Role | Tenure | Committees |
|---|---|---|---|
| Arcturus Therapeutics (NASDAQ: ARCT) | Director; formerly Board Chair | 2018–present | Member, Compensation and Nominating & Corporate Governance |
| NuVasive (NASDAQ: NUVA) | Director (prior) | Not disclosed | Not disclosed |
| Evolus (NASDAQ: EOLS) | Director (prior) | 2019–2023 | Not disclosed |
| Scripps Research Institute | Board of Trustees | Not disclosed | Not disclosed |
| Harvard Medical School (Division of Sleep Medicine) | Executive Council | Not disclosed | Not disclosed |
| UC San Diego (Jacobs Engineering School) | Faculty Advisory Board | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: none; not listed as a member of Audit, Compensation & Leadership Development, Compliance/Privacy/Quality, or Nominating & Governance .
- Independence: not independent due to employment and family relationship with CEO; board states 9 of 11 nominees are independent; Peter Farrell and Michael Farrell are not .
- Attendance: board/committee attendance was 100% for FY2025 except Peter Farrell missed the November annual meeting in Singapore following surgery; Board met 6 times; Committees met Audit (8), Compensation & Leadership Development (4), Compliance Oversight (4), Compliance/Privacy/Quality (1), Nominating & Governance (4). Independent directors meet in executive session at each regular board meeting .
- Board leadership context: Lead Independent Director Ronald Taylor; committee chairs independent; executive sessions each meeting .
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Director cash retainer | $70,000 | $70,000 | FY2026 retainer increased to $75,000 effective July 1, 2025 |
| Committee chair/member fees | No additional member fees; chair fees per program | No additional member fees; chair fees per program | Chair retainer schedule unchanged for FY2025; Audit Chair $25,000; Comp Chair $20,000; Compliance/Privacy/Quality Chair $15,000; Nominating & Governance Chair $15,000 |
| Non‑officer employee salary | $300,000 | $300,000 | Separate compensation for non‑officer employee role since 2014 |
| Benefits/perquisites (employee role) | 401(k) $12,000; personal aircraft $47,235; supplemental insurance $30,484; total $389,719 | 401(k) $12,000; supplemental insurance $31,215; total $343,215 | Personal aircraft use policy described; FY2025 “Other compensation” did not include aircraft use |
Performance Compensation
| Equity Component (Director Grants) | Grant Date | Shares/Options | Grant‑date fair value | Key Terms |
|---|---|---|---|---|
| RSUs (director) | Nov 20, 2024 | Value‑based; Peter Farrell RSUs $130,075 | $130,075 | Vests in full on earlier of Nov 11 following grant or next annual meeting; CoC acceleration if not continuing as director |
| Stock options (director) | Nov 25, 2024 | Options fair value $129,977 | $129,977; strike $249.56 | Options typically vest ratably; director grants subject to CoC acceleration if not continuing as director |
| Program mix (directors) | Annual | Standard equity value $260,000 | Policy value, election options | Directors may elect RSUs or options; FY2025 program indicated directors elected 100% RSUs, but Peter’s table shows both RSUs and options were recorded in FY2025 |
No performance metrics apply to director RSUs/options; vesting is time‑based and/or subject to change‑of‑control provisions .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict Consideration |
|---|---|
| Arcturus Therapeutics | Biotech focus; no disclosed related‑party transactions with ResMed; committee roles at ARCT noted |
| NuVasive; Evolus | Prior boards; no disclosed related‑party transactions with ResMed |
Expertise & Qualifications
- Global pioneer in sleep and respiratory care; former long‑tenured CEO and Chairman with deep industry, technology, and operational knowledge .
- Academic leadership (UNSW, MIT; UCSD advisory roles) and governance roles in biomedical engineering and sleep medicine .
- Skills matrix notes board collective capabilities in medical device innovation, R&D, manufacturing/supply chain, digital health, AI .
Equity Ownership
| Metric | Value | Date/Source |
|---|---|---|
| Beneficial ownership (shares) | 100,341 (less than 1%) | Record date Sept 24, 2024 |
| Director options outstanding | 14,605 | FY2025 year‑end |
| Director RSUs outstanding | 542 | FY2025 year‑end |
| Deferred RSUs outstanding | 0 | FY2025 year‑end |
| Ownership guideline | 5x annual cash retainer ($350,000 at FY2025 retainer) | Policy; compliance by all directors except newest member Christopher DelOrefice as of June 30, 2025 |
| Pledging/Hedging | Prohibited for directors/officers | Policy |
Director Compensation (Peter Farrell)
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned/Paid in Cash | $70,000 | $70,000 |
| Option Awards | — | $129,977 |
| RSU Awards | $259,967 | $130,075 |
| Other Compensation (employee role) | $389,719 | $343,215 |
| Total | $719,686 | $673,266 |
Employment & Contracts (Non‑Officer Employee)
- Status and pay: Chairman Emeritus; non‑officer employee with annual salary $300,000; not eligible for employee STI/LTI; benefits/perquisites broadly consistent with executive officers; separate board compensation .
- Change‑of‑control provisions: Double‑trigger; severance equals 2x salary; full vesting of unvested equity; medical/dental premiums for 2 years; “best‑pay” 280G cutback; no excise tax gross‑ups; non‑compete and non‑solicit restrictions post‑termination (California carve‑out as applicable) .
- Related‑party governance: Compensation approvals handled per policy, excluding participation by father/son (Michael/Peter) in each other’s compensation decisions .
Say‑on‑Pay & Shareholder Feedback
| Measure | FY2023 | FY2024 |
|---|---|---|
| Say‑on‑pay votes (For/Against/Abstain) | 84,318,661 / 19,649,791 / 77,972 | 92,885,004 / 17,284,647 / 87,620 |
| Company commentary | ~82% approval (FY2023) and ~84% (FY2024); dual US/ASX holder base and differing pay models cited as drivers; historical approval ~90% | Governance discussion emphasized pay‑for‑performance alignment and at‑risk compensation |
Related‑Party Transactions and Conflicts
- Family relationship: Michael Farrell (CEO/Chair) is Peter Farrell’s son; board deems both not independent; compensation arrangements approved by independent directors and appropriate committees (without participation by the related party) .
- Policies: Formal related‑party transaction policy with Audit Committee oversight; pre‑approval parameters; threshold <$120,000; disclosure via D&O questionnaires .
- Pledging/Hedging: Prohibited for directors/officers; insider trading policy and 10b5‑1 usage encouraged .
Governance Assessment
- Independence and committee influence: Founder remains on board, not independent, and holds no committee roles; mitigated by independent Lead Director, independent committee chairs/members, and routine executive sessions .
- Attendance/engagement: Strong overall attendance; single exception due to surgery; board meets with management regularly and holds director education sessions; indicates active oversight .
- Ownership alignment: Robust director ownership guidelines (5x retainer) and compliance; prohibition on pledging/hedging; director equity grants (RSUs/options) align incentives; deferred stock unit plan available .
- Pay signals: Peter’s director equity split across RSUs and options in FY2025 and separate employee pay may raise optics concerns; offset by governance safeguards (independent approvals; standard CoC terms; no excise gross‑ups) .
- Shareholder sentiment: Say‑on‑pay approvals in mid‑80% range; company attributes lower approvals vs historical ~90% to dual‑market expectations; continued emphasis on at‑risk pay .
RED FLAGS
- Not independent; familial relationship with CEO/Chair; potential perceived conflicts, though procedural safeguards are disclosed .
- Dual roles (director and paid non‑officer employee); some investors may view as a conflict, but approvals and policy controls are detailed .
- Personal aircraft perquisite in FY2024 (employee role); monitored with cost disclosure and tax treatment; absent in FY2025 other compensation .