Ronald Taylor

About Ronald Taylor

Ronald “Ron” Taylor, age 77, is ResMed’s Lead Independent Director; he has served on the board since 2005 and as Lead Director since 2013 . He is the founder and former Chairman/CEO of Pyxis Corporation and brings decades of public-company governance in medtech and pharma; he holds a B.A. in Chemistry (University of Saskatchewan) and M.A. in Chemistry (UC Irvine) . The board affirms his independence under NYSE and ASX standards, and recognized his effectiveness: on May 18, 2025, the Wall Street Journal named him among its Top 250 Board Directors .

Past Roles

External Roles

Board Governance

• Lead Independent Director responsibilities include presiding over independent director executive sessions at every board meeting, setting agendas with the Chair/CEO, acting as liaison between independent directors and management, and chairing meetings when the Chair is recused; he fulfills these duties each meeting and provides feedback to the CEO thereafter .
• Committee assignments: Audit; Compliance, Privacy & Quality; Nominating & Governance (member) .
• Independence: the board determined Taylor is independent under NYSE and ASX rules; all committee members are independent and audit/compensation members meet heightened standards .
• Attendance and engagement: Directors achieved 100% attendance at board and committee meetings in FY2025, except Peter Farrell (post-surgery travel constraint); the board held six regular meetings, with independent executive sessions at each, chaired by the Lead Director .
• Tenure and refresh: Taylor’s ~20-year service anchors institutional knowledge; the board asserts an overall balanced mix of tenure and refreshed skills .

Committee workloads and FY2025 attendance

Fixed Compensation

• ResMed uses a U.S.-style director pay model (cash retainer + equity), with FW Cook advising; the board views U.S. peers as most relevant given NYSE primary listing and governance norms .
• Director fees (FY2025): base cash retainer $70,000; lead director fee $40,000; audit chair $25,000; compensation chair $20,000; compliance/privacy/quality chair $15,000; nom/gov chair $15,000 .
• FY2026 change: non-executive director cash retainer increased to $75,000 (effective July 1, 2025); all other elements unchanged .

Performance Compensation

• Equity structure: on the annual meeting date (Nov 2024), non-executive directors elected 100% RSUs; subject to continued service, RSUs vest in full on the earlier of the next November 11 or the next annual meeting; if a change of control occurs and the director does not continue on the successor board, outstanding unvested RSUs vest fully .
• Director deferred equity plan (adopted Aug 2024) allows deferral of RSU shares into deferred stock units with dividend equivalents and counts toward ownership guidelines; Taylor had no deferred RSUs outstanding at FY2025 year-end .

Other Directorships & Interlocks

Related-party review: The board reports no relationships requiring consideration beyond standard policies, and no related-party transactions involving directors were identified; independence determinations found no material relationships affecting independent status .

Expertise & Qualifications

• Public-company founder/CEO (Pyxis), extensive medtech/pharma governance, venture investing, and operations .
• Recognized governance leader (WSJ Top 250 Board Directors, May 18, 2025) .
• Chemistry academic training, operational and international commercial experience (Hybritech, Allergan) .

Equity Ownership

• Ownership policy for directors: minimum holding of 5× annual cash retainer (FY2025: $350,000) within five years; until met, directors must retain 50% of net-after-tax vested shares .
• Compliance: As of June 30, 2025, all non-executive directors met the ownership guideline except the newest director (Christopher DelOrefice); thus Taylor is in compliance .
• Hedging/pledging: Company policy prohibits pledging, hedging, short sales, collars, swaps, and similar transactions by directors and officers .

Governance Assessment

• Strengths

  • Lead Independent Director role with defined authority; executive sessions at every board meeting led by Taylor bolster independent oversight .
  • Independence confirmed; all committees are fully independent; audit and compensation members meet heightened standards .
  • Attendance discipline (100% for FY2025, except one director for medical reason), and active director engagement with management .
  • Strong alignment: mandatory director equity (RSUs), robust ownership guidelines, and anti-hedging/pledging policy; director awards also subject to clawback to the extent required by company policy and plan provisions .
  • External recognition for board leadership (WSJ Top 250 Board Directors) enhances investor confidence in Taylor’s governance quality .

• Watch items / Potential red flags

  • Long tenure (~20 years) can raise independence optics; the board asserts overall balance via refresh and diverse skills, but continuity risk should be monitored alongside succession planning for the Lead Director role .
  • Dual listing dynamics: Say-on-pay support was 84% in Nov 2024 (below ~90% historical average), reflecting differing U.S./Australia perspectives; while not specific to Taylor, independent oversight of compensation disclosure and engagement remains important .
  • No current external public-company boards reduces interlock risk but also limits cross-board information flow; overall experience base remains extensive through prior service .

• Conflicts and related-party exposure

  • The company reports no transactions requiring disclosure under Item 404; independence determinations noted no impairing relationships for Taylor .

Director Compensation (Ronald Taylor – FY2025)

Vesting: Director RSUs vest on the earlier of Nov 11 (the year after grant) or the next annual meeting; accelerate on change of control if director does not continue on successor board .
Deferred compensation: Directors may defer RSUs into deferred stock units; Taylor had 0 deferred RSUs outstanding at FY2025 year-end .

Policy Backdrop Relevant to Board Effectiveness

• Clawback: Compensation Recovery Policy (Oct 2, 2023) mandates recovery of incentive-based compensation upon restatement; the 2009 equity plan includes clawback provisions applicable to time- and performance-based awards per company policy .
• No hedging/pledging: Strict prohibition for directors and officers .
• Director compensation guardrails: Annual cap for non-employee directors under the equity plan ($700k; $1.2M if also board chair) .
• Independent advisors: Board/compensation committee use FW Cook; committee interlocks: none .

Overall: Taylor’s long-tenured, independent leadership, full attendance, and recognition for board effectiveness are positives for investor confidence. The equity-heavy director pay, ownership guidelines, and risk controls (anti-hedging, clawback) align interests, with the primary watch-item being succession/refresh given his extended tenure .