Richard Sulpizio
RESMEDAbout Richard Sulpizio
Richard “Rich” Sulpizio served as an independent director of ResMed since 2005; he announced he would not stand for reelection and would retire at the November 19, 2025 annual meeting. A former President and COO of Qualcomm, he brings deep operating experience in wireless/software, with international leadership in China and Europe, and holds a B.A. from California State University, Los Angeles and an M.S. in Systems Management from USC. Age was disclosed as 74 in the 2024 proxy; tenure at ResMed spanned ~20 years through retirement in 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qualcomm Inc. | President & COO; Interim President Qualcomm China; Head Qualcomm Europe; President MediaFLO USA; President & CEO Qualcomm Enterprise Services (QES) | Joined 1991; President/COO 1998–2001; China 2002; Europe 2004; MediaFLO 2005; QES 2009–2013 | Led global operations and multimedia deployment; sold QES to PE; high‑growth tech leadership |
| Unisys; Fluor | Executive roles | Pre‑1991 | Enterprise operations background |
| University of California San Diego Sulpizio Family Cardiovascular Center | Honorary advisory board member | Ongoing | Community and healthcare engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Qualcomm Inc. | Director | 2000–2007 | Former board member |
| CA, Inc. (CA Technologies) | Director | 2009–2018 | Prior public company directorship |
| UCSD Sulpizio Family Cardiovascular Center | Honorary advisory board member | Ongoing | Non‑profit/academic affiliation |
Board Governance
- Committee assignments (FY2025): Audit Committee member; Compensation & Leadership Development Committee member; Nominating & Governance Committee member. He retired effective Nov 19, 2025.
- Prior chair roles: Nominating & Governance Committee Chair (FY2024); earlier years Chair of Compensation Committee.
- Independence: Determined independent in prior proxies; all committee members are independent under NYSE and SEC standards.
- Attendance and engagement: FY2025 board meetings (6) and all committee meetings had 100% attendance for directors, with the exception of Peter Farrell missing one meeting; committee attendance tables show 100% for Audit (8 meetings), Compensation (4), Compliance, Privacy & Quality (5 combined), and Nominating (4).
- Retirement signal: Company disclosed his decision not to stand for reelection and to retire at the 2025 annual meeting; board size to reduce to eleven. No disagreements reported.
Fixed Compensation
| Component | FY2025 Program Detail | FY2026 Program Update | Source |
|---|---|---|---|
| Annual cash retainer (non‑exec director) | $70,000 | $75,000 (effective 7/1/2025) | |
| Lead Director retainer | $40,000 | $40,000 | |
| Committee chair retainers | Audit $25,000; Comp & LD $20,000; Compliance, Privacy & Quality $15,000; N&G $15,000 | No change | |
| Meeting fees | None (no meeting fees for membership) | — |
| Richard Sulpizio – FY2025 Director Compensation | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $85,000 |
| RSUs (grant‑date fair value) | $259,909 |
| Options | $0 |
| Other compensation | $0 |
| Total | $344,909 |
Performance Compensation
- Equity mix: In FY2025 all non‑executive directors elected to receive 100% of annual equity as RSUs (no options), with combined cash+equity subject to a per‑director cap ($700k; $1.2m if board chair).
- Vesting: RSUs vest in full on the earlier of (1) November 11 in the year after grant or (2) the first annual meeting of stockholders following grant. Change‑of‑control: if the holder does not continue as a director of the successor, outstanding and unvested RSUs/options vest in full.
- Deferred stock units: Directors may defer RSUs into director deferred stock units (no voting rights; cash dividend equivalents after annual vest date; count toward ownership guidelines).
| Richard Sulpizio – FY2025 Equity Grant Attributes | Detail |
|---|---|
| Grant instrument | RSUs (annual director grant) |
| Grant‑date fair value | $259,909 |
| Vesting condition | Time‑based; earlier of Nov 11 in following year or next annual meeting |
| Change‑of‑control treatment | Full vesting if not continuing as director of successor |
| Deferral election | No deferred RSUs outstanding at FY2025 year‑end |
Other Directorships & Interlocks
| Company | Type | Status | Notes |
|---|---|---|---|
| Qualcomm Inc. | Public | Prior | Director 2000–2007 |
| CA, Inc. | Public | Prior | Director 2009–2018 |
| UCSD Sulpizio Family Cardiovascular Center | Academic/Non‑profit | Current (Honorary board) | Advisory role |
No related‑party transactions involving Sulpizio were disclosed; the board reported no specific relationships requiring consideration in independence decisions.
Expertise & Qualifications
- Senior operating executive in wireless/software; led global businesses and start‑ups within Qualcomm across China, Europe, MediaFLO, and enterprise services.
- Governance pedigree: Former chair roles (Compensation; N&G) at ResMed; recognized by Corporate Directors Forum as “Director of the Year in Corporate Governance” in 2015.
- Education: B.A., California State University, Los Angeles; M.S., Systems Management, University of Southern California.
Equity Ownership
| Holder | Options Outstanding (FY2025 YE) | RSUs Outstanding (FY2025 YE) | Deferred RSUs Outstanding (FY2025 YE) |
|---|---|---|---|
| Richard Sulpizio | 0 | 1,083 | 0 |
- Beneficial ownership (as of 9/23/2025) shows Sulpizio with 1,083 RSUs and no options in the ownership table for named executives and directors.
- Director stock ownership guideline: 5× annual cash retainer ($350,000 for FY2025); as of June 30, 2025, all non‑executive directors complied except Christopher DelOrefice (joined Nov 2024), implying Sulpizio met guidelines.
- Hedging/pledging prohibited for directors and officers.
Governance Assessment
- Strengths: Long‑tenured independent director with deep operating experience; prior chair roles across key committees; 100% attendance; compliance with ownership guidelines; no related‑party or compensation interlock concerns disclosed; robust company policies (clawback; no pledging/hedging; independent committees).
- Transitions: Retirement at Nov 19, 2025 reduces potential over‑tenure concerns and supports board refresh; N&G chair role transitioned to Carol Burt; Audit chair to Christopher DelOrefice; Compliance, Privacy & Quality chair to Harjit Gill.
- Pay alignment: Director compensation anchored to US medtech peers with equity grants to align interests; no meeting fees; transparent RSU vesting and ownership guidelines.
- RED FLAGS (monitored): Long tenure historically a governance watchpoint; board explicitly stated tenure did not impair independence and his retirement addresses refreshment. No pledging/hedging and no related‑party transactions disclosed.
Contextual signals: Company’s say‑on‑pay support was ~84% in Nov 2024 (vs ~82% in 2023), reflecting evolving dual‑listing shareholder expectations; compensation committee members (including Sulpizio as a member) had no relationships requiring Item 404 disclosure in FY2025.