01—Abstract
Summary
Summary of the 8-K filed August 18, 2025. Cited figures are marked; the original filing is the authoritative source.
ResMed Inc. (NYSE: RMD) filed this Form 8-K on August 18, 2025 to report two board changes.
On August 15, 2025, the company elected Nicole Mowad-Nassar to its board of directors effective immediately, with an initial term expiring at the 2025 annual meeting of stockholders on November 19, 2025. Ms. Mowad-Nassar is Senior Vice President of AbbVie Inc. and President of its specialty and U.S. therapeutics operations, and she will serve on the Compensation and Leadership Development Committee. She will receive compensation under the company's non-executive director program on a pro rata basis, and the board approved an increase in the fiscal 2026 cash retainer to $75,000a.
The filing also discloses that director Richard Sulpizio, a board member since 2005, will not stand for election in November 2025 and will retire from the board at the 2025 annual meeting. The company states that his decision is not due to any disagreement with ResMed on its operations, policies or practices. The accompanying press release, furnished as Exhibit 99.1, is described in the filing as a press release dated August 18, 2025 regarding results of operations.
For investors, the changes are governance-related and do not include any financial figures beyond the director retainer amount. The filing adds a new director with pharmaceutical commercial and digital health experience and states that Mr. Sulpizio's departure is amicable.
02—Key points
Key Highlights
- Nicole Mowad-Nassar, SVP at AbbVie and President of Specialty and U.S. Therapeutics Operations, was elected to the ResMed board effective August 15, 2025.
- Ms. Mowad-Nassar will serve on the Compensation and Leadership Development Committee and is described as an independent director in the press release.
- Her initial term runs until the 2025 annual meeting on November 19, 2025, and she will stand for reelection there.
- Ms. Mowad-Nassar will enter the company's standard form of indemnification agreement.
- The fiscal 2026 cash retainer for non-executive directors increases to $75,000, as approved by the board in May 2025.
- Richard Sulpizio, a director since 2005, will not stand for reelection and will retire at the 2025 annual meeting; the filing states this is not due to any disagreement with the company.
- The filing furnishes a press release dated August 18, 2025 (Exhibit 99.1) regarding results of operations.
03—Questions
Frequently Asked Questions
Who is the new ResMed board member?
Nicole Mowad-Nassar, age 54, is Senior Vice President of AbbVie Inc. and President of its specialty and U.S. therapeutics operations, a role she has held since July 2023. She previously held commercial analytics and operations roles at AbbVie Patient Services and Allergan.
Why is Richard Sulpizio leaving the board?
Mr. Sulpizio announced he will not stand for election in November 2025 and will retire at the 2025 annual meeting. The filing states that his decision is not due to any disagreement with ResMed on matters relating to its operations, policies or practices.
How will the new director be compensated?
As a non-executive director, Ms. Mowad-Nassar will participate in the director compensation program on a pro rata basis. The cash retainer for fiscal year 2026 increases to $75,000, as approved by the board in May 2025. Her full compensation will be disclosed in the 2025 proxy statement, due on or before October 3, 2025.
Does the new director have any related-party transactions with ResMed?
ResMed states that it is not aware of any transactions with Ms. Mowad-Nassar that would require disclosure under Item 404(a) of Regulation S-K. She was also not selected under any arrangement or understanding with another person.
When will these board changes take effect?
Ms. Mowad-Nassar's election was effective immediately on August 15, 2025, with her initial term ending at the 2025 annual meeting on November 19, 2025. Mr. Sulpizio's retirement will take effect at that same annual meeting.
04—Continue