Filed by the Registrant x

Filed by a Party other than the Registrant o

Your vote is important. We are promoting the use of the internet to provide proxy materials to stockholders, as we believe this is an efficient, cost-effective, and environmentally responsible method for facilitating our annual meeting. Please read “VOTING INSTRUCTIONS AND GENERAL INFORMATION – Voting Instructions” in the proxy statement to understand your options for casting your vote.

We expect to first make this proxy statement available to our stockholders and our holders of Clearing House Electronic Subregister System (CHESS) Units of Foreign Securities, on the internet on or about October 6, 2022, and to mail notice and access materials on or about October 6, 2022.

Our annual report on Form 10-K was filed with the US Securities and Exchange Commission (SEC), on August 11, 2022. You can review our 10-K on our website, at investors.resmed.com, and at the website where our proxy materials, including the notice of the annual meeting, this proxy statement and a form of proxy card are posted, at www.proxyvote.com and www.investorvote.com.au.

This year our board will complete its transition to annual elections for all directors. Our board previously was divided into three classes, with each class elected to serve a three-year term.

All our current directors’ terms expire at the November 2022 annual meeting, and all nominees will stand for election to one-year terms. On the nominating and governance committee’s recommendation, our board has nominated each of our current directors for re-election at this annual meeting. The directors to be elected at this annual meeting will hold office until the 2023 annual meeting or until the director’s earlier death, disability, resignation, or removal.

Nominees for election at our annual meeting to serve for a one-year term expiring at the 2023 annual meeting:

			Ronald “Ron” Taylor has served as a ResMed director since January 2005 and its independent lead director since July 1, 2013. He is chair of the nominating and governance committee and a member of the audit and compliance oversight committees. In 1987, Mr. Taylor founded Pyxis Corporation, a manufacturer of automated drug dispensers for hospitals, where he served as chair, president, and CEO until its purchase by Cardinal Health, Inc., in 1996. For six years before founding Pyxis, Mr. Taylor was responsible for operations and international sales at Hybritech, Inc., a biotechnology company. Before joining Hybritech, he served for 10 years in management roles at Allergan plc (NYSE: AGN), a pharmaceutical company. From 1998 to 2001, he was a general partner at Enterprise Partners Venture Capital. Mr. Taylor’s past public company board experience includes serving as a director at Allergan from 1994 through 2018. From 1998 through 2014, he served as a member of the Red Lion Hotels governance, compensation, and audit committees. From 2002 until his appointment to the ResMed board in 2005, he served as chair of the ResMed Foundation. Mr. Taylor has a Bachelor of Arts from the University of Saskatchewan and a Master of Arts from the University of California, Irvine. Mr. Taylor’s background reflects significant executive and operational experience with publicly-held medical technology and pharmaceutical companies, including experience in evaluating and investing in healthcare companies as a partner in a venture capital firm, and public company governance experience. He has been a director of approximately 20 publicly and privately held companies over the past 27 years. In addition, he has more than 15 years of experience as a member of the Red Lion Hotel’s governance, compensation, and audit committees, and more than 20 years of experience as a member of the Allergan (formerly Watson and Actavis) audit, compensation, and governance committees. Mr. Taylor’s experience and skills as a public medical technology company CEO, venture capital experience, and board experience, led the board to the conclusion that he should serve as a director.

BOARD RECOMMENDATION
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF THE TEN NOMINEES TO THE BOARD OF DIRECTORS.

Our board has determined that of our ten current directors, eight: Carol Burt, Jan De Witte, Karen Drexler, Harjit Gill, John Hernandez, Richard Sulpizio, Desney Tan, and Ronald Taylor, are independent members of our board under the listing standards of the NYSE, and they and their respective family members have no material relationship with us, commercial or otherwise, that would impair the director’s independence.

Tenure and board refreshment. The nominating and governance committee believes board composition and an appropriate balance of board refreshment and experience is important to effective governance.

Meetings and director attendance

During fiscal year 2022, each director attended more than 75% of the meetings of our board and of the committees on which the director served. Our board and standing committees met, as follows:

•Board: seven meetings;

•Compensation committee: four meetings;

•Audit committee: eight meetings;

•Compliance oversight committee: four meetings; and

•Nominating and governance committee: four meetings.

•Annual director elections. We completed the declassification of our board during fiscal year 2022. All board members are elected annually beginning with this year's annual meeting of stockholders.

•Stockholder right to call a special meeting of stockholders. In September 2021, our board of directors amended our bylaws to reduce the threshold ownership percentage required to call a special meeting of stockholders from a majority to at least 20%, noting that the predominant practice among S&P 500 companies is a threshold of 25% or less.

•Change of control agreements. In February 2022, after review and consultation with advisors, we entered into amended change of control agreements with our executive officers and other key employees. The changes were designed to implement certain important workplace protective rights and benefits. The key revisions were:

◦clarifying that harassment, discrimination, or sexual misconduct qualifies as “cause” for termination, and would preclude severance benefits under the agreement;

◦confirmed that non-disparagement agreements required as a condition of benefits would allow employees to comment publicly about sexual harassment or other unlawful acts in the workplace; and

◦added that a post-acquisition change in our remote work policies that would substantially restrict the ability to work remotely would provide “good reason” for the executive to resign and be entitled to severance benefits under the agreement.

•Increased stock ownership guidelines and hold requirements. During the fiscal year, we adopted a revised stock ownership policy applicable to executive officers and directors. The revision made three key changes:

◦increased the stock ownership targets for executives, to six times base salary for our chief executive officer (from a previous target of five times) and to three times base salary for other executive officers (from a previous target of one and one-half times);

◦clarified that in calculating stock ownership. we exclude the value of restricted stock units and performance stock units that are subject to unmet performance criteria, and exclude stock options; and

◦any time a person subject to this policy does not meet the guidelines (even if they had previously met them), they must retain 50 percent of all net shares (net of taxes and any exercise cost) that vest or are acquired by exercising stock options, until the minimum stock ownership requirement is achieved.

Committee			Primary risk oversight responsibility
Audit			Overseeing financial risk, capital risk, financial compliance risk, code of conduct, ethics and legal compliance, and internal controls over financial reporting.
Compensation			Overseeing our compensation philosophy and practices and evaluating the balance between risk-taking and rewards to senior officers.
Compliance oversight			Overseeing compliance with United States federal healthcare laws and regulations, and specifically obligations under the corporate integrity agreement we reached in 2019.
Nominating and governance			Evaluating each director’s independence, evaluating the effectiveness of our corporate governance guidelines, and overseeing management’s succession planning.

ESG Oversight. The full board is responsible for general oversight of our environmental, social, governance, and sustainability strategy. The nominating and governance committee specifically oversees our corporate governance programs.

Information about our ESG initiatives can be found at https://investors.resmed.com/investor-relations/about-us/Corporate-Citizenship-at-ResMed/default.aspx, including our current report on environment, social, and corporate governance issues. The report highlights our commitment to ESG standards including:

•Our people

•Health and wellbeing

•Our products

•Community; and

•Environment.

The board has four standing committees to assist in the oversight of our affairs: audit, compensation, compliance oversight, and nominating and governance. A copy of the charters for each of these standing committees can be found on our website at investors.resmed.com.

Independent director

Audit

Compensation

Compliance oversight

Nominating and governance

Carol Burt

chair

-

chair

member

Jan De Witte

member

-

member

-

Karen Drexler

-

member

-

member

Harjit Gill

member

member

-

-

John Hernandez

-

-

member

-

Richard Sulpizio

member

chair

-

member

Desney Tan

-

member

-

-

Ronald Taylor*

member

-

member

chair

•management’s conduct of, and the integrity of, our financial reporting;

•our systems of internal control over financial reporting and disclosure controls and procedures;

•compliance with our code of conduct and ethics; and

•qualifications, engagement, compensation, independence, and performance of our independent registered public accounting firm.

•establish and review the compensation of our officers and executives;

•oversee management’s decisions regarding our compensation philosophies, practices, and procedures; and

•advise the board on the compensation of directors.

•our executive compensation programs, including salaries, target and actual short-term incentive amounts, and long-term incentive equity grants, and positioning among peer groups;

•aggregate equity pay practices at our peer group companies, including long-term incentive design features and alternatives;

•board compensation, including board fees and equity grants and peer group practices;

•industry trends, best practices, and regulatory changes; and

•companies included in our peer group for competitive comparisons.

•review and oversee our compliance with US federal healthcare laws and regulations, including our obligations under the corporate integrity agreement we entered in December 2019; and

•to lead the board’s compliance with its obligations under the agreement.

•assure that the composition, practices, and operation of our board contribute to lasting value creation and effective representation of our stockholders; and

•assist the board with selecting board and committee members, committee selection and rotation practices, evaluating the board’s overall effectiveness, and reviewing and considering developments in corporate governance practices.

The nominating and governance committee believes board composition and an appropriate balance of board refreshment and experience is important to effective governance, and follows a process of regularly reviewing board composition and board refreshment, with a long-term perspective. In each of the three fiscal years 2018, 2019 and 2020, we replaced one of our longest-serving independent directors with a newly-elected director, and the committee believes the independent directors now represent an appropriate balance of tenure. If stockholders elect all nominees at this meeting, the median tenure of all our independent directors will be 4.5 years.

•fundamental qualities of intelligence, honesty, good judgment, high ethics, and standards of integrity, fairness, and responsibility;

•practical wisdom and mature business judgment;

•ability to make independent analytical inquiries, general understanding of marketing, finance, and other elements relevant to the success of a publicly-traded company in today’s business environment;

•experience in corporate management, or as a board member of a publicly-held company;

•academic experience and technical understanding in the area of our operations;

•professional experience in our industry;

•characteristics that add diversity to our board; and

•a commitment to representing the long-term interests of our stockholders.

The nominating and governance committee will consider stockholder recommendations of candidates on the same basis as it considers all other candidates. For further information, see “Stockholder proposals for 2023 annual meeting.”

The number of options and RSUs granted was based on the intended grant date fair value and the relative fair value calculation prepared by Infinite Equity, an outside consulting firm. Subject to continued service, RSUs and options vest in full on the earlier of: (1) November 11 in the year after the grant date, or (2) the date of the first annual meeting of stockholders following the grant date. In the event of a change of control, if the holder does not continue as a director of the successor entity, then RSUs and options become fully vested. More information on our director ownership guidelines is in the section below, “Equity ownership guidelines.”

Process. The compensation committee reviews non-executive director compensation on an annual basis, and considers reports from FW Cook, the committee’s independent compensation consultant. After its review, the committee makes recommendations on non-executive director compensation to the board, and the board makes the final determination.

Dual listing; US pay model. The compensation committee and board review data on both US peers and Australian peers, reflecting the company’s dual-listing locations. Australia and the US generally have different pay philosophies for compensating non-executive directors. ResMed’s Australian peers generally pay non-executive directors higher cash, award little or no equity, and have overall lower compensation than ResMed’s US peers. While the board considers Australian peer data, the board believes US peers are most relevant for ResMed director compensation. ResMed’s primary listing is on the NYSE, we are primarily subject to US corporate governance requirements and risks, our principal headquarters is in the US, and seven of our eight non-employee directors reside in the US (with none in Australia). In addition, this US perspective is consistent with our executive compensation philosophy which gives more weight to ResMed’s US peers’ pay practices, and more directly aligns the interests of our board members with those of our stockholders through equity ownership. Finally, we do not wish to create internal or cultural divisions by using different pay models for directors based in the US and other countries.

additional market data from a group of 14 Australian-based peers. These groups were the same ones used in reviewing ResMed’s executive compensation for fiscal year 2022. More information on the peer groups is included in the section in our Compensation Discussion and Analysis section entitled “Peer group comparisons.”

During fiscal year 2022, in connection with his service as a non-officer employee, Dr. Farrell was paid an annual salary of $300,000, which was the same as the annualized salary he began receiving in January 2014, when he transitioned into the role of non-officer employee. Dr. Farrell is not eligible to participate in the annual short-term incentive program or the long-term incentive equity programs that we provide to our employees. During fiscal year 2022, as in prior years, we also provided benefits and perquisites to Dr. Farrell, in his role as non-officer employee, that were broadly consistent with those provided to our executive officers, as described in the “Compensation Discussion and Analysis.” The incremental cost to us for these benefits is described in the fiscal year 2022 compensation table below.

In addition to the same change of control benefits provided in all director equity grants, described above in “Fiscal Year 2022 Program - Equity,” we continue to have an executive agreement with Dr. Farrell that provides him with additional benefits, as an employee, in the event of a change of control. Effective March 1, 2022, we entered into updated change of control agreements with our executive officers that contained immaterial modifications primarily designed to implement certain workplace protective rights and benefits, as described in “Compensation Discussion and Analysis." These changes were similarly implemented in Dr. Farrell's agreement. Consistent with our policy for executive officers, all of Dr. Farrell's benefits are on a “double-trigger” basis, that is, benefits will only accrue if we terminate Dr. Farrell’s employment, or if he resigns for good reason, but in either case within a specified period of time before or after a change of control. If Dr. Farrell’s employment were to terminate under qualifying circumstances in connection with a change of control, then at the time of termination: (1) he would receive a severance payment equal to (a) two times his employee salary, plus (b) two times the amount we would be required to contribute on his behalf under our 401(k) plan based on his termination base salary; (2) he would become fully vested in his accrued retirement plan benefits; (3) all his unvested equity awards would vest in full; and (4) we would provide medical and dental health benefits for two years after the termination. The agreement does not include excise tax gross-ups; instead, it includes a “best pay” provision, reducing severance payments to the extent necessary so that no portion of any payments or benefits payable upon a change of control would be subject to excise tax if the reduction would result in the net amount payable to him being greater than the net amount received without the reduction.

(a)Each director was also reimbursed for expenses incurred for attending meetings (although these amounts are not reflected in the table above).

(b)The amounts shown are the grant date fair value of options granted in fiscal year 2022, computed in accordance with FASB ASC Topic 718, and are based on the Black-Scholes model of option valuation, with an exercise price of $263.16, reflecting the closing price on the date of grant and the remaining assumptions shown in footnote 11 "Stockholders Equity" to our financial statements contained in our Form 10-K for the fiscal year ended June 30, 2022.

(c)The dollar value of the RSUs shown represent the grant date fair value of stock awards granted, computed in accordance with FASB ASC Topic 718, based on the $263.16 closing stock price on November 18, 2021, the date of the grant, rounded to the nearest whole share.

(d)The following table sets forth the number of options (both exercisable and unexercisable) and RSUs held by each of our non-employee directors and Dr. Farrell as of June 30, 2022, the end of fiscal year 2022:

(e)Other compensation represents Dr. Farrell’s total compensation for fiscal year 2022 for service as a non-officer employee, as shown in the following table:

i.We participate in an aircraft travel program to provide for more efficient use of time and to provide a more confidential and secure travel environment in which to conduct company business. This program is used primarily for business purposes, but is available to Dr. Farrell for personal use, consistent with the benefit we make available to our chief executive officer and our president and chief operating officer. During fiscal year 2022, Dr. Farrell did not utilize this benefit.

ii.Amounts represent the cost of participation by Dr. Farrell in our sales incentive award travel program, which is available to sales, marketing, and other non-executive employees. The cost includes the incremental cost to us of travel, hotel, meals, entertainment and other expenses of Dr. Farrell and his spouse or guest. The cost shown as gross-up represents the amounts we reimburse for the tax associated with income imputed to Dr. Farrell in connection with the program. We provide tax gross ups to all employees who participate in this program. Attendance is part of our officers' management duty and enhances the effectiveness of the sales incentive program.

As of the record date our executive officers were:

For a description of the business background of Michael Farrell, see “Proposal 1: Election of directors.”

•Michael Farrell, our chief executive officer;

•Rob Douglas, our president and chief operating officer;

•Brett Sandercock, our chief financial officer;

•Bobby Ghoshal, our president - SaaS;

•David Pendarvis, our global general counsel, chief administrative officer and secretary; and

•Jim Hollingshead, the former president of our sleep and respiratory care business, who ceased employment on May 5, 2022.

Strong financial and operating performance. We continued our trend of successful financial performance with growth in key measures of net revenue and operating income, non-GAAP net income and non-GAAP diluted earnings per share despite uncertainties that created planning and logistics challenges.

•Net revenue increased on both a GAAP basis (by 12%) and after adjusting for currency fluctuation (by 13%)

•Operating income increased on both a GAAP basis (by 11%) and after adjustments, or on a non-GAAP basis (by 8%). This growth in operating income was achieved despite significant increases in logistics and manufacturing costs as a result of supply chain challenges.

•GAAP net income and GAAP diluted earnings per share both increased by 64%, due in part to fiscal year 2021 tax expense of $249 million related to the resolution of our previous dispute with the Australian Tax Office, which was settled in fiscal year 2022. On a non-GAAP basis net income and diluted earnings per share both grew by 9%.

For a reconciliation between GAAP and non-GAAP measures, see the section “Reconciliation of non-GAAP financial measures” of this proxy statement.

(1)Digital health technology leadership in our markets. Our digital health ecosystem is a competitive advantage that offers innovative solutions and integrated care to drive superior outcomes, experiences, and efficiency. As of 2022 fiscal year-end:

•over 18 million of our 100% cloud-connectable devices have been sold into the global market (up from over 15 million at 2021 fiscal year-end);

•our AirView patient management system had over 20 million patients (up from over 16.5 million at 2021 fiscal year-end);

•more than 4.5 million patients had signed up for myAir (up from over 3.5 million at 2021 fiscal year-end); and

•our SaaS business systems had approximately 120 million patient accounts as part of our out-of-hospital SaaS offerings (up from 110 million at 2021 fiscal year-end).

(2)Industry-leading innovation. During fiscal year 2022, we launched our new AirSense 11 sleep and respiratory care flow generators, representing a major innovation in our core product platform. We also re-engineered and launched a new version of our existing AirSense 10 platform, the "card-to-cloud," to reduce the need for communications' semiconductor chips, which were in critically short supply during the year.

(3)Leadership to meet the challenges presented by COVID-19. We develop, attract, and recognize agile leaders who lead transformative change. These traits enabled us to respond quickly to provide solutions to help patients and healthcare providers grappling with the impacts of COVID-19, the challenges of leading teams working in flexible and challenging working environments, and responding to a spike in demand caused by a competitor’s recall of flow generators. Throughout the year, we increased digital health technology and remote patient care services for our customers. At the same time, we remained focused on the ongoing delivery of world-leading products that treat sleep apnea, COPD, and asthma, and market-leading software that is used to care for more than 120 million people in skilled nursing facilities, nursing homes, hospice facilities, and the home.

Strong relative total stockholder returns; Creation of long-term stockholder value. Our total stockholder returns (TSR) on the NYSE and ASX were negative for the one-year period ending at 2022 fiscal year-end, as were all the market benchmarks we use for comparisons. However, on a relative basis, we outperformed our peer groups on both the NYSE and ASX, as well as the ASX 100, for our one-year TSR, while we slightly under-performed the S&P 500 index for the year. Our closing stock price on June 30, 2022 was $209.63 on the NYSE, and AUD $30.69 on the ASX. Our three-year and five-year absolute and relative TSR performance on both the US and ASX markets was strong, illustrating our focus on long-term value creation for our stockholders.

Because our primary listing is on the NYSE, the TSR performance of our CHESS Units of Foreign Securities trading on the ASX is impacted by currency fluctuations between the US and Australian dollars. Nevertheless, on an annualized basis, our one-, three-, and five-year TSR on the ASX were similar to our TSR on the NYSE, at (6)%, 22%, and 26% over the one-, three-, and five-year periods ending June 30, 2022. Our ASX TSR performance was above the ASX 100 index’s TSR for the one-year period and significantly above the ASX 100 index for the three- and five-year periods. The ASX 100 index had annualized TSR of (9)%, 0%, and 3%, over the one-, three-, and five-year periods. Our annualized TSR was above the 50th percentile of our Australian

compensation peers for the one-year period, and at the 100th percentile for each of the three- and five-year periods. The table below shows these comparisons of our ASX performance.

Strong capital management and return to our stockholders. During fiscal year 2022, we maintained the quarterly dividend of $0.42 per share paid to our stockholders, paying approximately $245 million in dividends, representing a dividend payout ratio of 31% of net income, or 29% of adjusted (non-GAAP) net income. In August 2022, we increased our quarterly dividend by 5%, to $0.44 per share. During fiscal year 2022, we did not repurchase any stock. We suspended our stock repurchase program in 2019, due to acquisitions, and have not resumed it. We may resume the program during fiscal year 2023, depending on cash flow and other conditions.

Compensation at risk and tied to our performance. During fiscal year 2022, approximately 90% of our chief executive officer's target total direct compensation and 79%-86% of our other named executive officers’ target total direct compensation were at risk in the form of annual cash incentives and equity awards, which are paid or earned based on our financial and stock price performance. The compensation decisions for fiscal year 2022 generally maintained the at-risk weighting for our named executive officers compared to fiscal year 2021, and reflect our pay for performance philosophy.

•Annual cash incentive awards were earned in a range from approximately 96.07% to 112.62% of target opportunity, based on performance in our key financial measures. During fiscal year 2022, the primary performance measures for each of our named executive officers serving at the end of the 2022 fiscal year, other than the president of our SaaS business, were two measures, weighted equally: adjusted net sales, which was achieved at 98.76% of target; and adjusted operating profit, which was achieved at 98.88% of target, resulting in 95.86% and 96.27% payout earned, respectively, before weighting. Based on these two metrics near target performance, these four corporate executives earned 96.07% of their target short-term cash incentive opportunity for fiscal 2022.

•We set challenging goals for our executives for fiscal year 2022. All fiscal year 2022 cash incentive plan target goals were substantially higher than fiscal year 2021 actual performance, despite the challenging operating environment and market conditions resulting from the impact of COVID-19 on sleep and respiratory care patient diagnoses and the supply chain challenges, particularly the increase in freight and other costs, combined with a substantial reduction in COVID-19 ventilation demand, compared to the prior year. Given the challenges of forecasting the impact of COVID-19 and the competitor's recall on our operations and revenues, we carefully reviewed our projections and set our internal budget during the first quarter of fiscal 2022. As in past years, our short-term incentive goals are aligned with our internal budget. The fiscal year 2022 adjusted operating profit targeted percentage increase over 2021 was lower than the revenue targeted percentage increase to reflect the cost pressures and changing product mix in fiscal 2022 compared to the prior year. The growth percentage required under both goals at target performance under the fiscal 2022 cash incentive plan was, however, greater than was required under our fiscal 2021 plan.

•Our equity program design is balanced, with 50% of grant value in long-term performance units, providing a direct link with the long-term interests of our stockholders. Fifty percent of our named executives’ annual equity award values are in the form of performance-based stock units (PSUs) that are earned over a four-year performance period beginning on our annual meeting date, with the number of shares to be earned depending on our NYSE TSR, over the applicable performance period. The performance period is accelerated to three years if specified accelerated goals are met. In each year since the adoption of our PSU structure in November 2015, the PSU performance period has been accelerated to three years.

•PSUs earned based on absolute TSR, with meaningful TSR targets. In fiscal year 2022, the committee continued the PSU design begun in fiscal 2016: PSUs are earned for absolute TSR on the NYSE with a target earnout set at 10% compounded annual returns, which equates to 46% cumulative returns over four years, and 33% cumulative returns over three years. The performance period is measured from the date of grant, which is the date of our annual stockholder meeting during that year.

•Our exceptional TSR over the three-year period ending in fiscal year 2022 resulted in performance share earnouts at the maximum. Annual PSU grants that vested in fiscal year 2022 were made in November 2018, and were earned based on an accelerated three-year performance period ending November 13, 2021. Over this performance period, we delivered cumulative absolute TSR of approximately 163%, which was more than three times the maximum three-year goal of 52%, and represented compound annual returns of approximately 38%. This return triggered shares to be delivered at the maximum ceiling of 225% of the target number, resulting in a pay-for-performance outcome, while appropriately limited by the plan’s design of a maximum ceiling.

•Balancing Australian and US compensation practices regarding at-risk pay. The committee adopted this long-term equity design to balance the competing considerations of pay-for-performance orientation, stockholder alignment, retention, and administrative complexity. In particular, granting 50% of the award in PSUs is intended to balance the current practices between our US-based compensation peers and our Australian peers.

lower long-term equity incentive opportunities than the US peers. For example, the same report showed that, compared to ASX peers, our chief executive officer’s base salary was the second to lowest, and his target total cash was at the 38th percentile. Similarly, median chief executive target compensation among our ASX peers was only approximately 76% at risk, compared to 90% for our chief executive. The US compensation model has an at-risk longer-term orientation and aligns executives more with returns that accrue to our stockholders.

Market-competitive compensation. Our objective is to provide a target total compensation program that is competitive with similarly-sized US-based public companies in the medical device and medical technology industries with which we compete for executive talent. One of the continued foundations of our ResMed 2025 strategy is to attract and retain high-performing, diverse, and entrepreneurial people, which we believe requires providing total direct compensation for executives that is at least near the median. The committee reviews benchmark data, but does not target a specific benchmark level.

At the beginning of fiscal year 2022, FW Cook’s report to the committee showed that fiscal year 2021 target total direct compensation (measured by base salary, short-term incentive at target payout, and long-term incentive at grant date value) for our chief executive officer was positioned at the 45th percentile for US peers and 91st percentile for the secondary Australian peers. These findings were generally aligned with our relative market cap size compared to the peers and our performance.

History of positive say-on-pay vote. At our annual meeting held in November 2021, our stockholders voted to approve, on an advisory basis, the compensation paid to our executive officers disclosed in last year’s proxy statement; 89% of the shares voted on this proposal voted in favor of our executive compensation.

As discussed above in the sub-section titled “Balancing Australian and US compensation practices,” the US-based pay philosophy results in executive compensation that is different than the Australian model, with lower base salary, higher short-term cash incentives, and higher target equity value in the US. US norms also have a lower percentage of equity value subject to performance conditions than exhibited by Australian companies. We balance these competing philosophies by adopting emerging US best practices to grant 50% of equity in performance stock units, which is greater than our US peers, who average 36%.

Stockholder engagement. Our board of directors welcomes engagement with stockholders on our governance practices and policies, board composition, executive compensation framework, and other matters related to our strategy and performance. We believe stockholder feedback is important and we have continued informal dialogue with our stockholders throughout the year. We maintained a consistent executive compensation program from fiscal year 2021 to fiscal year 2022. Partially in response to stockholder feedback, the compensation committee determined to lower the maximum payout under our PSU program from 225% to 200%, commencing with the fiscal 2023 awards.

Continued implementation of emerging best practices. Our compensation committee, assisted by its independent compensation consultant, continuously monitors emerging best executive compensation practices, particularly at our peer companies. As part of this review, and also based on communications with our stockholders, during fiscal year 2022, we have continued to use compensation practices that we believe are consistent with best practices, and do not have practices generally viewed as problematic:

•Clawback policy. We have a compensation recovery policy, which provides that we may recover annual or long-term incentive compensation from our executive officers if ResMed is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under United States securities laws. The policy allows recoupment from an officer regardless of the officer’s role in the transactions or reporting that caused the noncompliance. The policy applies to any amounts of incentive compensation that would not have been awarded, vested, or paid to the officer had the financial results been properly reported.

•Stock ownership and hold guidelines. In fiscal 2022, we increased the required ownership levels under our stock ownership guidelines. The stock ownership guideline for our chief executive officer is now 600% of salary (increased from 500%). As of 2022 fiscal year-end and as of the record date, our chief executive officer exceeded this guideline. Ownership guidelines for the other named executives are at 300% of salary (increased from 150%). In calculating compliance with these guidelines, we do not count the value of stock options, or the value of RSUs or of PSUs with unsatisfied performance conditions. We give our executive officers five years from appointment to meet these guidelines. But during any time that they do not meet the guidelines, including during the initial five-year period, they must retain shares equal to one-half of the after-tax value of shares acquired on vesting or exercise of options and RSUs. As of the record date, each of our executive officers exceeded their respective guideline.

•Double-trigger equity acceleration. In the event of a change of control, the change of control agreements with our executive officers will only accelerate vesting of time-vested equity if their employment is terminated under specified circumstances within six months before or one year after a change of control. All time-vested equity grants to our executive officers that are currently outstanding include a similar double-trigger acceleration for a change of control. PSUs are earned based on actual performance through the change of control date.

•No excise tax gross-ups in change of control agreements. Our change of control agreements do not provide excise tax gross-ups. They include a “best pay” limitation, which reduces the severance payments and benefits payable to the extent necessary so that no portion of any payments or benefits payable upon a change of control would be subject to excise tax if the reduction would result in the net amount payable to the employee being greater than the net amount received without the reduction.

•Limited severance. All of our named executive officers are employed at-will and have no contractual right to cash severance on termination, except for qualifying terminations in the event of a change of control. The cash severance on change of control is limited to a double-trigger (requiring both a change of control and a termination) and the highest multiplier is for our chief executive officer, at 200% of salary and short-term incentive.

•Limited retirement plans. We do not provide supplemental pension plans for our named executive officers. Our executives in the US and Australia participate in our 401(k) plan and superannuation plans, respectively, on the same statutory basis as all other employees. We provide pro rata equity

•Pledging and hedging prohibited. We have a policy prohibiting our officers and directors from hedging or pledging their ResMed stock. See “Pledging and hedging company stock prohibited,” above.

•Equity awards do not include dividends. No dividends accrue or are paid on our outstanding equity awards.

Pay-for-performance aligned with stockholder interests and largely at-risk compensation are the cornerstones of our compensation program. A significant portion of our executives’ compensation is at-risk and tied to the achievement of pre-established short-term corporate financial objectives through our annual cash incentive programs that our corporate officers earn based on achieving our corporate goals for adjusted net sales and adjusted operating profit, weighted equally. These two measures represent fundamental financial metrics: top-line sales, and bottom-line profit. Our executives in charge of a business unit have 60% of their incentive opportunity tied to achieving set goals for the same metrics at the business unit level and the remaining 40% tied to the corporate goals. All payouts are determined in accordance with these objective performance metrics. For fiscal year 2022, named executive officer payouts ranged from 96.07% to 112.62% of target cash incentive opportunity, with no discretion applied to the amount paid, reflecting our strong performance.

For fiscal year 2022, our CEO’s target direct compensation was based 89% on incentive compensation that was at risk, with only 9% in guaranteed salary (as shown in the Summary Compensation Table below), while the other named executive officers have an average of 80% of their target direct compensation in the form of incentive compensation that is at risk and 18% as salary. We maintain this at-risk philosophy, which is common in the US, despite market data showing that base salary is more emphasized in Asia, Australia and Europe, where some of our executives reside.

Provide market-competitive cash compensation. Our objective is to provide a target total compensation program that is competitive with similarly-sized US-based public companies in the medical device and medical technology industries with which we compete for executive talent. The committee reviews benchmark data for the individual and for the group as a whole, but does not target a specific benchmark level.

Make informed decisions. The committee annually retains an independent compensation consultant to advise the committee on executive compensation matters for executive officers and to perform a comprehensive market analysis of our executive compensation program, pay levels, and relative operating performance. See the section titled “Peer group comparisons” below.

Fiscal year 2022 compensation process and peer group companies

Compensation committee role. The compensation committee establishes our general compensation policies, and reviews and approves salaries, short-term incentives, equity-based compensation, and all other elements of the compensation offered to our executive officers (including our named executive officers), and all other executives that report to the office of the chief executive officer. The board has determined that all members of the compensation committee are independent directors under NYSE standards.

Timing of decisions. In fiscal year 2022, we continued to review our executive officers’ cash compensation in August. Any changes to cash compensation are generally made effective on December 1, to align with our annual equity grant, which generally occurs on the date of our stockholder meeting in November. This timing is consistent with our practice for all employees. This timing allows us to consider the previous year’s performance, and the new fiscal year’s performance goals, in compensation decisions.

Independent compensation consultants. In making its decisions, the committee reviews data obtained from peer group companies and considers the recommendations of management and the analysis and advice of its independent compensation consultants regarding each element of compensation. The committee has independent authority to retain advisors. The committee has retained FW Cook, Inc., an independent compensation consultant, to advise the committee with respect to compensation matters for executive officers. FW Cook performs no work for us other than its work providing executive compensation consulting services to the committee.

Management’s role. Our management team, particularly our chief people officer and her team, provide input and recommendations to the committee regarding executive compensation. Management provides historical and prospective financial analysis of compensation components and financial performance data. Management also makes recommendations for the committee’s review and decision. While management members typically attend committee meetings, the committee chair excuses individual management members as appropriate for independent review and decision-making.

Peer group comparisons. In making its decisions on executive compensation, the committee generally uses industry compensation surveys prepared by FW Cook, which review each position against comparable positions within a peer group. The US peer companies are generally within one-quarter and four times the size of our revenue and market capitalization, with ResMed in the middle to avoid bias from too many large or small peer companies. We select peer companies that are medical device or medical technology companies with a market capitalization, profitability, revenue, and employee population roughly comparable to ours.

Agilent Technologies, Inc.			IDEXX Laboratories, Inc.
Align Technology, Inc.			Illumina, Inc.
Baxter International, Inc.			Intuitive Surgical, Inc.
Bio-Rad Laboratories, Inc.			Mettler-Toledo International Inc.
Charles River Laboratories International, Inc.			PerkinElmer Inc.
The Cooper Companies Inc.			STERIS plc
Dentsply Sirona Inc.			Teleflex Incorporated
Dexcom, Inc.			Varian Medical Systems Inc.
Edwards Lifesciences Corp.			Waters Corporation
Hologic Inc.

In February 2021, the committee reviewed the existing Australian peer group, considered other Australian companies for inclusion, and decided to remove the following companies, each with market capitalization less than one-quarter of ResMed’s: Computershare and Treasury Wine Estates. Two new companies closer to ResMed’s size were added: Reece Limited and Seek Limited. The resulting 14 Australian peer group companies reviewed for fiscal 2022 compensation decisions were:

•US peers

◦Removed: Varian Medical Systems Inc., due to its acquisition

◦Added: Boston Scientific, due to its medical device focus, and Abiomed, due to its technology focus

•Australian peers

◦Added: Xero, due to its SaaS focus, and Telstra, due to its digital health software focus

Base salary. Base salaries provide our executives with a degree of financial certainty and stability. To attract and retain highly qualified executives, we pay within salary ranges that are generally based on similar positions in companies of comparable size and complexity in the US. Using the peer group data, the committee assesses market base salaries at the median, 60th and 75th percentiles. Our executive compensation philosophy is to be guided by salaries for high performing and experienced officers among our US peer group. Adjustments are made based on the committee’s assessment of position, performance, experience, location, and role.

(a)Dr. Hollingshead resigned effective May 5, 2022.

(b)These amounts reflect the exchange rate we used in setting our budget for the respective fiscal year. The exchange rate used for fiscal 2022 was approximately AUD:USD 1 to 0.735, and the exchange rate for fiscal 2021 was approximately AUD:USD 1 to 0.7156. The committee approved base salary in local currency.

Annual performance-based short-term incentives. The purpose of our annual short-term cash incentive program is to motivate our executives to meet or exceed our company-wide and business unit short-term operating performance objectives. The program is intended to motivate our management team to execute on our business goals, to realize our budgeted performance, to share our success with eligible executives to the extent warranted by our performance, and to provide competitive compensation. Amounts earned are based on a targeted percentage of actual salary paid for the year, rather than the base salary in effect at the end of the year.

In setting short-term incentive target opportunities for fiscal year 2022, the committee reviewed data for the 50th, 60th, and 75th percentiles of the peer group. For fiscal year 2022, the committee made no change to the target short-term incentive opportunity for our named executive officers, which range from 80% to 130%.

Officers with specific business responsibilities
Metric weight			Performance measure
20%			Corporate adjusted net sales
20%			Corporate adjusted operating profit
30%			Specific business adjusted net sales
30%			Specific business adjusted operating profit

Named executive officer			Adjusted net sales			Adjusted operating profit			Specific business adjusted net sales			Specific business adjusted operating profit
Michael Farrell			50%			50%			0			0
Rob Douglas			50%			50%			0			0
Bobby Ghoshal			20%			20%			30% (SaaS)			30% (SaaS)
Jim Hollingshead			20%			20%			30% (Sleep & respiratory care)			30% (Sleep & respiratory care)
David Pendarvis			50%			50%			0%			0%
Brett Sandercock			50%			50%			0			0

Short-term incentive component			Threshold performance- 50% payout ($ in thousands)			Targeted performance- 100% payout ($ in thousands)			Maximum performance- 200% payout ($ in thousands)			Actual performance ($ in thousands)			Percentage of targeted performance achieved			Short-term incentive percentage earned based on percentage achieved
Adjusted net sales			$3,112,380			$3,661,623			$4,760,110			$3,616,177			98.76%			95.86%
Adjusted operating profit			$994,127			$1,169,561			$1,520,430			$1,156,466			98.88%			96.28%
Total achieved after weighting																		96.07%
(50% each)												Farrell, Douglas, Pendarvis and Sandercock
SaaS business adjusted net sales			$334,649			$393,705			$511,816			$400,829			101.81%			106.03%
SaaS business adjusted   operating profit			$70,844			$83,346			$108,350			$93,671			112.39%			141.29%
Total achieved after weighting																		112.62%
(20%-20%-30-30%)															Ghoshal

We set challenging goals for fiscal year 2022 . Each of our goals for 2022 required growth over the prior year performance, but also reflected expectations for continuing negative impact from the pandemic and supply chain constraints and related cost increases. The headwinds to our sleep business from reduced sleep patient diagnosis were expected to continue in fiscal year 2022, while the tailwinds that were present in fiscal year 2021 from COVID-19-related ventilator sales did not continue materially into fiscal year 2022. Nonetheless, the growth goals established for fiscal 2022 were greater than the prior year’s targeted growth goals and the target amounts were greater than fiscal 2021 actual performance. The fiscal year 2022 operating profit targeted percentage increase over 2021 was lower than the fiscal 2022 sales targeted percentage increase over 2021 to reflect the cost pressures and changing product mix compared to the prior year. The growth increase required under both goals at target performance under the fiscal 2022 cash incentive plan was, however, greater than was required under our fiscal 2021 plan.

Named executive officer			Annual short-term incentive target percentage			Annual short-term incentive target						Annual short-term incentive earned						Actual short-term incentive as a percentage of target
Michael Farrell			130%			$1,404,790						$1,349,578						96.07%
Rob Douglas			100%			$882,658						$847,982						96.07%
Bobby Ghoshal			80%			$454,980						$512,398						112.62%
David Pendarvis			80%			$463,128						$444,926						96.07%
Brett Sandercock			80%			$377,780			(a)			$362,932			(a)			96.07%

(a)These amounts are in USD and are converted from the amounts that were approved in local currency by the committee. The foreign currency is converted to USD based on the fiscal year 2022 average annual exchange rate of approximately AUD:USD 1 to .7026.

Long-term incentive equity award program. The largest component of our named executive officers’ direct compensation provides a long-term incentive and alignment with stockholders through equity participation. The primary purpose of granting equity awards is to link our officers’ financial success to that of our stockholders, with the value of the equity awards increasing only as our stock price increases, and to promote long-term value creation. Our equity mix is 50% in long-term performance-based PSUs, and the remaining 50% in performance-based RSUs and/or stock options. This mix increases the capability of the committee to effectively manage our use of shares under our stock plan, balances the performance leverage and performance risk provided by various equity vehicles, more closely conforms with practices at our peer companies, and promotes long-term stock appreciation and value creation.

Fiscal year 2022 equity grant values. Each year, the committee establishes grant values, but the relative ratios of PSUs, RSUs, or stock options are determined by the relative values computed under Financial Accounting Standards Board Accounting Standards Codification Topic 718.

In determining the value of awards granted to specific named executive officers, the committee reviewed our performance, the number of outstanding awards available, the present value of the proposed grant, existing unvested equity ownership, the awards granted in prior years, and the grant practices of our peer group companies. For fiscal year 2022, the committee reviewed peer company data to determine competitive equity award values, at the median, 60th, and 75th percentiles, for each officers’ position. The committee also considered internal equity relationships, to promote a team-based approach for our senior management team. In arriving at the specific grant size, the committee considered the peer group benchmarks at an individual level, as well as aggregate equity compensation for similar groups at our peers. The committee also considered the uncertainty of the COVID-19 operating environment, our officer’s individual performance during fiscal year 2021, as well as their experience in their role, and expected future contributions. Taking all those factors into account, and the fact that only our then-president of sleep and respiratory care received an increased equity grant value in fiscal 2021, the committee approved increased 2022 equity grant values as follows: (i) our chief executive officer received a 16.9% increase, which was informed by his strong performance, values and company performance in 2022, and to approve the market competitiveness of his equity compensation given that it was at the 45th percentile of the US peer group; (ii) our president of our SaaS division, who was promoted to this position in August 2021, received a 45.8% increase to reflect his increased responsibilities; (iii) our then-president of respiratory and sleep care received a 4.5% increase; and (iv) our chief administrative officer, global general counsel and secretary received a 2.9% increase.

Named executive officer			Grant value						Percentage of grant value in performance- based stock units			Percentage of grant value in stock options			Percentage of grant value in restricted stock units
Michael Farrell			$9,000,000						50%			0%			50%
Rob Douglas			$4,500,000						50%			25%			25%
Bobby Ghoshal			$1,750,000						50%			0%			50%
Jim Hollingshead			$2,500,000			(a)			50%			0%			50%
David Pendarvis			$1,750,000						50%			25%			25%
Brett Sandercock			$2,000,000						50%			0%			50%

(a)Dr. Hollingshead resigned May 5, 2022 and these grants were forfeited upon his resignation.

Program design. Equity grants to named executive officers during fiscal year 2022 were made under our ResMed Inc. 2009 Incentive Award Plan, as amended and restated ("2009 Amended and Restated Plan"). Long-term PSUs are granted in November on our annual meeting date as compensation for that same fiscal year. Thus, the PSUs for fiscal year 2022 were granted in November 2021 on structurally the same terms as the PSUs granted in the prior fiscal year.

Our exceptional TSR over the three-year performance period ending in fiscal year 2022 resulted in maximum payouts. PSU grants that were earned and vested in fiscal year 2022 were made as an annual grant in November 2018 to all named executive officers. The grants paid out based on our maximum TSR performance over the three-year performance periods ending November 13, 2021.

Named executive officer			Target number of shares at grant			Number of shares earned
Michael Farrell			35,631			80,170
Rob Douglas			22,905			51,537
Bobby Ghoshal			4,581			10,307
Jim Hollingshead			10,180			22,905
David Pendarvis			8,653			19,470
Brett Sandercock			10,180			22,905

Reduction of maximum payout for fiscal year 2023 PSU Program. Partially in response to stockholder feedback, after consultation with FW Cook, the committee determined to decrease the maximum payout under the PSU program from 225% to 200% of target PSUs granted, commencing with the fiscal 2023 grants to be in November 2022.

Stock options. During fiscal year 2022, stock options were granted to some of our named executive officers, because they have a choice of options or performance-based RSUs for the 50% of their award that is not contingent on TSR performance. The 2009 Amended and Restated Plan requires that the exercise price of options equal the fair market value on the grant date, as measured by the closing price of our common stock on the NYSE on that date. Stock options granted to named executive officers and certain other senior executives during the November annual grant process become exercisable one-third per year on November 11 of each year after the grant date, subject to the executive’s continued service with us, and have a seven-year term. On a qualifying retirement, options become exercisable pro rata based on the service period. Executives may exercise vested options until the earlier of: (1) expiration of the grant (generally seven years after the date of grant), or (2) one year after separation for any reason (except six months after death in the case of non-US participants, and three years after a qualifying retirement). We do not pay dividends or dividend equivalents on our stock options or any of our equity awards.

Restricted stock units. During fiscal year 2022, performance-based RSUs were granted to some of our named executive officers, because they have a choice of options and/or performance-based RSUs for the 50% of their award that is not contingent on TSR performance. The performance conditions require that RSUs are only earned when we meet threshold levels of profitability described in the table below, based on our actual adjusted performance compared to targeted levels of earnings for each of the three performance periods: (1) third fiscal quarter; (2) fourth fiscal quarter; and (3) the third and fourth fiscal quarters combined. One half of the RSUs granted may be earned based on the earnings for each of the third and fourth fiscal quarters. No more than 100% of the RSUs granted may be earned, and once the target is met for a performance period, all RSUs associated with that period are earned. If the target for a performance period is not met, none of the RSUs for that period are earned. However, if the cumulative target for both periods is achieved in either period or in the combined period, 100% of the RSUs granted are earned.

In August 2022, the committee determined that the performance condition for the November 2021 RSU grants to executive officers had been met, and 100% of the RSUs granted were earned, as shown in the table below. The earned RSUs remain subject to one-third annual vesting increments from the date of grant, based on continued service.

Performance component			Threshold			Approximate actual performance			Percentage earned of RSU award for the metric
Fiscal year 2022 third quarter adjusted earnings			$153,017,168			$273,190,867			50%
Fiscal year 2022 fourth quarter adjusted earnings			$160,813,512			$296,985,973			50%
2022 third and fourth quarter adjusted earnings			$313,830,680			$570,176,840			100%

Change of control agreements. We have change of control agreements with each of our named executive officers and certain other members of our senior management team.

•clarifying that harassment, discrimination, or sexual misconduct qualifies as “cause” for termination, and would preclude severance benefits under the agreement;

•confirmed that non-disparagement agreements required as a condition of benefits would allow employees to comment publicly about sexual harassment or other unlawful acts in the workplace; and

•added that a post-acquisition change in our remote work policies that would substantially restrict the ability to work remotely would provide “good reason” for the executive to resign and be entitled to severance benefits under the agreement;

medical and dental health benefits. A description of the material terms of our change of control agreements can be found in “Potential payments on termination or change of control.”

Terminations in connection with a change of control. All currently unvested RSUs and stock options will only accelerate vesting on a double-trigger basis, that is, if the executive officer’s employment is terminated under specified circumstances within six months before or one year after a change of control.

Terminations not in connection with a change of control. All our grant agreements provide for accelerated vesting of RSUs or stock options on an officer’s death, or permanent disability.

Performance-based stock units. Our form of PSU agreement for executive officers provides that if we terminate the officer for “cause” or the officer terminates employment without “good reason” (as those terms are defined in our change of control agreements and summarized below in “Change of Control, Termination, and Retirement Arrangements”, the PSUs are cancelled. If we terminate the officer other than for cause, or the officer terminates for good reason or for retirement, then the PSUs become earned and vested, on a prorated basis based on the truncated service period, and based on the TSR performance measured over that truncated performance period. If a change of control occurs, the PSUs are earned and vested as of the date of the change of control, with the number of units earned based on performance through the date of the change of control. In the event of death or permanent disability, 100% of the target units vest and are immediately distributed.

Treatment of long-term incentives on retirement. All currently outstanding equity grants provide that if an executive retires on or after age 60, with at least five years of continuous service with ResMed, then on retirement, the unvested portion of all equity grants will vest pro rata, reflecting the portion of service periods completed. On a qualifying retirement the exercise period for vested stock options will be extended to the earlier of: (1) 36 months, or (2) the original term. The committee believes these retirement provisions are fair and equitable, avoid undesirably different results for the amount earned by retiring and ongoing award holders, and are consistent with market practices. This treatment of equity on a qualifying retirement applies on the same basis to all similarly-situated employees.

Insurance benefits. We provide our named executive officers with supplemental life and disability insurance benefits not generally available to employees outside of the U.S., although the disability insurance is generally available on the same terms to all U.S. employees. The third-party insurance companies that underwrite these policies would be obligated to make payments to an executive if the executive terminated employment with us as a result of death or disability.

•We provided comprehensive medical examinations to promote personal health and work/life balance. We believe this benefits us as well as the individuals through improved health, productivity, and longevity, and is consistent with ResMed’s mission as a health and wellness solutions innovator.

•We also provided paid time-off, medical plans, dental plans, vision plans, tax-qualified defined contribution retirement plans (including matching contributions and government-mandated contributions), and disability and life insurance plans. Named executive officers are eligible to participate in these benefit programs on the same basis as other similarly-situated employees in their respective locations.

•We participate in an aircraft travel program to provide for more efficient use of time and to provide a more confidential and secure travel environment in which to conduct company business. This program is used primarily for business purposes, but is available for personal use by our chief executive officer, our president and chief operating officer and our non-officer board chair. Personal use by other named executive officers is on an exception basis, and requires our chief executive officer’s approval. The aggregate incremental cost to us for any personal use is reviewed at least annually by the compensation committee, and during fiscal year 2022, the committee used a guideline of $200,000 for the maximum value of an individual’s annual personal use.

•We typically provide benefits in connection with sales incentive award travel programs, including travel, hotel, meals, entertainment, and other expenses of the executive officer and the officer’s spouse or guest. Our policy reflects the committee’s belief that our named executive officers’ attendance at these programs is a part of their general business duties and not a perquisite. The programs are primarily targeted for sales personnel and other key management who regularly interact with our customers and to recognize their contributions to us. The committee believes that participation by executive officers in these programs enhances the overall sales incentive programs and requires their attendance, to the extent determined by the appropriate operating officer. We provide these benefits on the same general basis as we provide to non-executives who qualify to participate in the programs, including a tax gross-up. The tax gross-up is provided to all participants, not only to executive officers, and is provided so that they are not discouraged from participating by tax expenses that would otherwise be a personal expense attributable to the program. The sales incentive award travel program scheduled for fiscal year 2021 was postponed due to the pandemic. As a result, fiscal year 2022 included both the postponed travel program based on fiscal year 2020 sales, and the originally scheduled program based on fiscal year 2021 sales results.

•We have provided certain of our named executive officers with relocation benefits in connection with their relocation for company purposes, consistent with our mobility policy. These benefits were specifically approved by the compensation committee and during fiscal year 2022 included reimbursement for tax consulting services. These benefits did not include any extraordinary items such as home purchases, reimbursement for losses on the sale of real estate, or tax gross-ups. Continuing relocation benefits are periodically reviewed and approved by the compensation committee.

Deferred compensation plan

Summary compensation table

(a)Includes salary deferred under defined contribution retirement plans such as our US 401(k) plan, US deferred compensation plan, and Australia superannuation plan. Had these amounts not been deferred, they would have been payable to the officer in cash during the year. The table shows actual amounts paid in each fiscal year, which run from July 1 to June 30. Annual salary adjustments, when made for a fiscal year, are effective December 1 during that fiscal year.

(b)We pay Mr. Sandercock’s base salary in Australian dollars. It is reported here in US dollars based on the fiscal year average annual exchange rates. The average annual exchange rate for fiscal year 2022 was approximately AUD:USD of 1 to 0.7026. Earlier years are reported using the rates disclosed in prior years’ proxy statements.

(c)Stock awards include RSUs and PSUs issued under our 2009 Amended and Restated Plan, and are shown at the grant date fair value, as computed under FASB ASC Topic 718. See the footnotes to the “Grants of plan-based awards” table for further information on the valuation of stock awards. Since the PSUs are earned based solely on our TSR, they do not have performance conditions as defined under ASC 718, and so there are not maximum grant date fair values based on performance conditions that differ from the grant date fair values shown. The RSU maximum grant date value is equal to the target value, which is reflected in the table, because the target value is the maximum amount that can be earned under maximum performance under the RSU performance conditions.

(d)Dr. Hollingshead forfeited these equity awards in connection with his resignation on May 5, 2022.

(e)Option awards represent stock options issued under our 2009 Amended and Restated Plan, valued at the grant date computed under FASB ASC Topic 718, as described in more detail in the footnotes to the “Grants of plan-based awards” table.

(f)Represents actual payouts under our performance-based cash short-term incentive plan.

(g)The amounts shown consist of our incremental cost for certain specified perquisites for our named executive officers, as follows:

(i)The calculation of the aggregate incremental cost for personal use of company aircraft includes the variable costs incurred as a result of personal flight activity, which includes fuel, trip related maintenance, universal weather monitoring, on-board catering, landing and ramp fees, excise taxes, and all other miscellaneous costs. No incremental cost for personal use of the aircraft is attributed to a named executive officer when the aircraft was scheduled to the destination for a business purpose, except to the extent spouses accompany the executive. Since our aircraft are primarily used for business purposes, the aggregate incremental cost excludes fixed costs, such as the monthly management fee and amortization, because such costs would have been incurred regardless of the personal use.

(ii)We provided certain named executive officers with benefits in connection with a sales incentive award travel program which is available to sales, marketing, and other non-executive employees. Amounts represent the cost of participation by executive officers in that program. The cost includes the incremental cost to us of travel, hotel, meals, entertainment and other expenses of the executive officer and the officer’s spouse or guest. The cost shown as gross-up represents the amounts we reimburse the officer for the tax associated with income imputed to the officer in connection with the program. We provide tax gross-ups to all employees who participate in this program. Attendance is part of our officers' management duty and enhances the effectiveness of the sales incentive program.

(iii)We contribute to the US 401(k) plan for each of our participating named executive officers on the same terms that apply to all other eligible employees. For fiscal year 2022, we made a discretionary matching contribution to the plan in an amount up to 4% of eligible participants’ base salary, normal short-term incentive payments and commissions subject to US Internal Revenue Code limits on the maximum amount of eligible compensation. We also contributed to the ResMed Limited superannuation plan in Australia at the government-mandated rate of 10%, based on total base salary, on the same terms that apply to all other eligible employees.

(iv)We pay the cost of a long-term disability and life insurance policies that provide benefits for US-based employees (including US-based named executive officers) not generally available to employees outside of the US. Amounts shown represent insurance premiums paid for the fiscal year.

Grants of plan-based awards

(a)Represents potential payouts under our annual performance-based short-term cash incentive plan for fiscal year 2022. Threshold amounts shown are 50% of incentive opportunity, target amounts are 100% of the incentive opportunity, and maximum amounts are 200% of incentive opportunity. No amounts are earned for below threshold performance. Short-term incentive amounts actually earned for fiscal year 2022 are reflected in the Summary Compensation Table under the column entitled "Non-equity incentive plan compensation."

(b)Our named executive officers received half the value of their annual equity award as PSUs and may choose to receive the remaining half value of their annual equity award as 100% performance-based RSUs, 100% options, or 50% of each; with the final number of RSUs or options based on their value determined under FASB ASC Topic 718.

(c)RSU awards granted in fiscal year 2022 are earned based on performance targets for the third and fourth fiscal quarters of fiscal year 2022. Threshold amounts shown are 50% of the RSUs granted, assuming that only one of the 2022 third quarter or fourth quarter operating profit target is achieved. The target and maximum amounts shown are 100% of the RSUs granted assuming that both the third quarter and fourth quarter targets or the aggregate third and fourth quarter targets are achieved. Based on actual fiscal year 2022 performance, 100% of the units were earned. The earned units will vest annually over three years following the date of grant, subject to the executive's continued service.

(d)PSUs granted in fiscal year 2022 are earned based on our absolute TSR performance over a four-year period starting on the grant date (with an opportunity for an early payout after three years). Threshold amounts shown are 50% of the PSUs granted, target amounts are 100% of the PSUs granted, and maximum amounts are 225% of the PSUs granted. No PSUs are earned for performance below threshold.

(e)Stock options granted in fiscal year 2022 have an exercise price equal to the NYSE closing price of our common stock on the grant date; one-third are exercisable on November 11th of each of the three years following the grant date, subject to the executive's continued service. The stock options have a seven-year term.

(f)The dollar value of options represents the grant date fair value based on the Black-Scholes model of option valuation, computed in accordance with FASB ASC Topic 718. The actual value, if any, an executive may realize depends on the excess of the stock price over the exercise price on the date the option is exercised. There is no assurance that an executive will realize a value at or near the value the Black-Scholes model estimates. The Black-Scholes model is based on an exercise price of $263.16, reflecting the closing

(g)The dollar value of RSUs represents the grant date fair value computed under FASB ASC Topic 718, based on the probable outcome of the performance conditions and the closing value of $263.16 for RSUs granted on November 18, 2021. The probable outcome of the performance condition was 100% of target amount and the maximum payout is equal to the target payout.