Filed by the Registrant x

Filed by a Party other than the Registrant o

We cordially invite you to attend the ResMed Inc. annual stockholders meeting on Thursday, November 16, 2023, at 12:00 p.m. US Pacific Time, which is Friday, November 17, 2023, at 7:00 a.m. Australian Eastern Time. To provide expanded stockholder access and participation, the annual meeting will be held completely virtually via live interactive audio webcast on the internet. You will be able to attend, vote, and submit your questions online during the annual meeting at www.virtualshareholdermeeting.com/RMD2023. You will not be able to attend the annual meeting in person.

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.

ResMed’s board of directors is soliciting your proxy to vote at our 2023 annual meeting of stockholders and any continuation, postponement, or adjournment of the meeting. The meeting is scheduled for Thursday, November 16, 2023, at 12:00 p.m. US Pacific Time, which is Friday, November 17, 2023 at 7:00 a.m. Australian Eastern Time, and will be held virtually at www.virtualshareholdermeeting.com/RMD2023. If you owned shares of our common stock or CHESS Units of Foreign Securities, as of 4:00 p.m. US Eastern Time, on September 20, 2023, we invite you to attend the annual meeting online and vote on the proposals described below under the heading “Voting matters and board recommendations.” You will be able to attend, vote, and submit your questions online from any remote location that has internet connectivity during the annual meeting at www.virtualshareholdermeeting.com/RMD2023 by entering the 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.

We believe that a virtual meeting will provide expanded stockholder access and participation, improved communications, as well as being cost-effective, and environmentally responsible. You will be able to attend, vote, and submit your questions online during the annual meeting. You will not be able to attend the annual meeting in person. Stockholders may attend the annual meeting online at www.virtualshareholdermeeting.com/RMD2023 by using the 16-digit control number included on your notice of internet availability of proxy materials, on your proxy card, or on the voting instruction form provided by your broker, bank, or other nominee.

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 5, 2023, and to mail notice and access materials on or about October 5, 2023.

Our annual report on Form 10-K was filed with the US Securities and Exchange Commission (SEC), on August 10, 2023. 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.

You are entitled to vote or direct the voting of your ResMed shares if you were a stockholder of record, a beneficial owner of shares held in street name, or a holder of CHESS Units of Foreign Securities, as of 4:00 p.m. US Eastern Time, on September 20, 2023 (or September 21, 2023 at 6:00 a.m. Australian Eastern Time), the record date for our annual meeting. As of the record date, there were 147,085,101 shares of ResMed common stock outstanding, excluding 41,836,232 treasury shares. Treasury shares will not be voted. Each stockholder has one vote for each share of common stock held on the record date. As summarized below, there

Proposal 4 – The advisory vote on the frequency of future advisory say-on-pay votes requires the affirmative vote of a majority of shares cast. Abstentions and broker non-votes do not count as votes cast and thus will not affect the outcome of this proposal. If none of the frequency alternatives (every one year, two years or three years) receive a majority of the votes cast, we will consider the frequency with the highest number of votes cast “for” by stockholders to be the frequency that has been selected by our stockholders. As an advisory vote, the results of this vote will not be binding on the board or the company. However, the board values the opinions of our stockholders and will consider the outcome of the vote when establishing the actual frequency of future advisory say-on-pay votes.

As of our last stockholders meeting in November 2022, our board completed its transition to annual elections for all directors.

Information about the ten nominees for director is set forth below:

			Ronald “Ron” Taylor has served as a ResMed director since January 2005 and as independent lead director since July 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. As set forth below in the discussion of board leadership structure, Mr. Taylor also serves as our lead independent director, serving an important role advising our board and our chair of the board.

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.

The board follows a process of regularly reviewing board composition and board refreshment, with a long-term perspective. The nominating and governance committee reviews and regularly updates a matrix of directors’ skill sets, based on factors the board deems important to oversee management and our strategic goals. The committee makes recommendations to the board regarding plans for director succession. In each of fiscal years 2018, 2019, and 2020, a long-tenured board member left our board and was replaced. In fiscal year 2022, the board nominated, and shareholders elected, two new independent directors with uniquely valuable skill sets. During fiscal year 2023, Peter Farrell stepped down as board chair, and our board elected Michael Farrell to serve as chair of the board. The board also designated Peter Farrell as chair emeritus to recognize his distinguished contributions during his more than 33 years of service as chair since founding the company.

Meetings and director attendance

During fiscal year 2023, 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: five meetings;

•Audit committee: eight meetings;

•Compliance oversight committee: four meetings; and

•Nominating and governance committee: five meetings.

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 products

•Environment

•Our people

•Health and wellbeing; and

•Community.

Our Products:

Environment:

We operate our business efficiently and responsibly while always striving to reduce our environmental footprint throughout our business operations and supply chain. We are committed to working with our employees, suppliers, and customers to eliminate unnecessary waste in all our systems and processes, minimize pollution, decarbonize our operations, design and develop innovative products with reduced impact on the environment throughout their lifecycle, monitor our environmental performance, continually make improvements, and fulfill our compliance obligations. Specifically, we are focused on energy efficiency, managing our electricity consumption, greenhouse gas emissions, sustainable design and packing, improving waste and recycling, water stewardship and the use of paper.

Our People:

Health and Wellbeing:

Community:

•Annual director elections. We completed the declassification of our board during fiscal year 2023. At the November 2022 stockholders' meeting, all board members were elected to annual terms, and will continue to be elected annually going forward.

•Compensation recovery policy. In August 2023, after consulting with advisors, we adopted a new policy on recovering compensation paid to our executive officers in compliance with the new NYSE listing standards and SEC rules, as well as to reflect the ongoing development of best practices in this area. As required by SEC and NYSE rules, the new compensation recovery policy requires mandatory recovery of incentive compensation in the event of financial restatements to correct material errors in prior periods and also immaterial errors in previously reported periods to avoid a material error in the current period, regardless of fault. Our revised policy also provides for the

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. We have designated a cross-functional management team to execute our ESG programs, and during fiscal year 2023, the board reviewed our ESG strategy and progress with members of this team, as well as independent outside advisors during multiple meetings. The nominating and governance committee specifically oversees our corporate governance programs.

Cybersecurity Oversight. The full board is responsible for general oversight of our cybersecurity program. Our full board meets regularly with our chief information security officer, chief privacy officer, and other executives responsible for strategy and execution of our cybersecurity and data privacy programs. At our August 2023 board meeting each of our independent directors attended a full day of cybersecurity training, including the new SEC disclosure requirements, and the use of AI in our products, from our chief information security officer, our chief privacy officer, and outside experts.

Information about our cybersecurity and privacy initiatives can be found at https://investors.resmed.com/investor-relations/about-us/Corporate-Citizenship-at-ResMed/default.aspx and in our 2022 Report on Environmental, Social & Corporate Governance (ESG) topics.

Our nominating and governance committee and board evaluates, considers, and discusses our board leadership structure annually. During fiscal year 2023, acting on the recommendation of our nominating and governance committee, our board decided to change the current board leadership structure such that one person will serve as board chair and chief executive officer. As a result, Peter Farrell ceased serving as our chair of the board, a role he had held since 1989, and was given the title of chair emeritus to recognize his distinguished service in that role.

•preside over board meetings in the absence of the chair, including when the performance and compensation of the chair and chief executive officer is discussed and approved;

•preside over sessions of the independent directors, which occur at each regularly scheduled meeting, and as otherwise deemed appropriate;

•act as a liaison between the independent directors and chair;

•guide the chair on board meeting agendas and schedules, as well as the adequacy of information to be presented to the board; and

•other duties that may be delegated by the board, independent directors, chair, or the nominating and governance committee.

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 executive officers;

•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.

Our corporate governance guidelines state goals regarding composition of the board and committees, meetings, and expectations of directors. A copy of our corporate governance guidelines may be found on our website at investors.resmed.com.

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 eight 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 matrix currently includes the following factors:

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 2024 annual meeting.”

The number of 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 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 full 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 eight of our nine non-executive 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 16 Australian-based peers. These groups were also used in reviewing ResMed’s executive compensation for fiscal year 2023. More information on the peer groups is included in the section in our Compensation Discussion and Analysis section entitled “Peer group comparisons.”

Chair emeritus compensation

Since January 2014, Peter Farrell has served as both a director and a non-officer employee of the company. Dr. Farrell receives separate compensation for each of these roles. In January 2023, Dr. Farrell ceased service as chair of the board, and became chair emeritus of the board. During fiscal year 2023, as our non-executive chair for part of the year and as chair emeritus for the remaining portion, he was provided the regular board retainer of $70,000, and the regular board equity grant with a value of $250,000, on the same terms as the other non-executive board members. Dr. Farrell does not serve on any board committees.

During fiscal year 2023, 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 2023, 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 2023 compensation table below.

In addition to the same change of control benefits provided in all director equity grants, described above in “Fiscal Year 2023 Program - Equity,” we continue to have an agreement with Dr. Farrell that provides him with additional benefits, as an employee, in the event of a change of control. 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 dollar value of the RSUs shown represent the grant date fair value of the 1,122 stock awards granted, computed in accordance with FASB ASC Topic 718, based on (i) the $224.58 closing stock price on November 16, 2022, the date of the grant, rounded to the nearest whole share, and (ii) the present value of lost dividends, resulting in a grant date fair value per share of $222.87.

(c)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, 2023, the end of fiscal year 2023:

(d)Other compensation represents Dr. Farrell’s total compensation for fiscal year 2023 for service as a non-officer employee, as shown in the following table(i):

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 2023, Dr. Farrell did not utilize the aircraft for personal use.

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 Dr. Farrell's duties 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 chair of the board and chief executive officer;

•Rob Douglas, our president and chief operating officer;

•Brett Sandercock, our chief financial officer;

•Bobby Ghoshal, our president - SaaS; and

•Lucile Blaise, our president - Sleep and respiratory care business.

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 18%) and after adjusting for currency fluctuation (by 21%)

•Operating income increased on both a GAAP basis (by 13%) and after adjustments, on a non-GAAP basis (by 14%). 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 15%. On a non-GAAP basis, net income grew by 12% and diluted earnings per share both grew by 11%.

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 2023 fiscal year-end:

•over 21.5 million of our 100% cloud-connectable devices have been sold into the global market (up from over 18 million at 2022 fiscal year-end);

•our AirView patient management system had over 23.5 million patients (up from over 20 million at 2022 fiscal year-end);

•approximately 6.5 million patients had signed up for myAir (up from over 4.5 million at 2022 fiscal year-end); and

•our SaaS business systems had approximately 140 million patient accounts as part of our out-of-hospital SaaS offerings (up from 120 million at 2022 fiscal year-end).

(2)Industry-leading innovation. During fiscal year 2023, we launched our new AirSense 11 sleep and respiratory care flow generator into several new markets and countries around the world, expanding its reach from its initial launch in the United States in fiscal year 2022. We also continued selling the re-engineered 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 prior fiscal year and continue to be supply constrained during fiscal year 2023. To meet the need for connected devices as a result of our competitor's recall, we also re-introduced connected AirSense 10 devices in some geographies. With increasing availability of communications semiconductor chips for AirSense 11 and AirSense 10 devices, we have discontinued manufacturing card-to-cloud devices.

(3)Leadership to meet the challenges presented by competitive dynamics. 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 new 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 140 million people in skilled nursing facilities, nursing homes, hospice facilities, and the home.

Improved absolute total stockholder returns; Creation of long-term stockholder value. Our total stockholder returns (TSR) on the NYSE and ASX were positive for the one-year period ending at 2023 fiscal year-end of June 30, 2023, an improvement when compared to the prior year negative 14% one-year TSR. On a relative basis, as of June 30, 2023, our one-year TSR was slightly below the median of our US peer group and below the median of our Australian peer groups, while our three-year TSR was below the median of our US peers and approximated the median of our Australian peers. However, our five-year TSR was in the upper quartile of our US peer group, higher than any of our Australian peers, and well above both the S&P 500 and the ASX 100. Our closing stock price on June 30, 2023 was $218.50 on the NYSE, and AUD $32.81 on the ASX. Our 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.

Strong capital management and return to our stockholders. During fiscal year 2023, we maintained the quarterly dividend of $0.44 per share paid to our stockholders, paying approximately $258 million to our stockholders in dividends, representing a dividend payout ratio of 29% of net income, or 27% of adjusted (non-GAAP) net income. In August 2023, we increased our quarterly dividend by 9%, to $0.48 per share for fiscal year 2024. During fiscal year 2023, we did not repurchase any stock. We suspended our stock repurchase program in fiscal year 2019, due to acquisitions, and have not resumed it. We may resume the program during fiscal year 2024, depending on cash flow and other conditions.

Compensation at risk and tied to our performance. During fiscal year 2023, approximately 91% of our chief executive officer's target total direct compensation and 76%-85% 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 2023 generally maintained the at-risk weighting for our named executive officers compared to fiscal year 2022, and reflect our pay for performance philosophy.

•Annual cash incentive awards were earned in a range from approximately 97% to 112% of target opportunity, based on performance in our key financial measures. During fiscal year 2023, the primary performance measures for our chief executive officer, our president and chief operating officer, and our chief financial officer were two measures, weighted equally: adjusted net sales, which was achieved at 103.51% of target; and adjusted operating profit, which was achieved at 98.28% of target. Based on these two metrics, these three corporate executives earned 102.97% of their target short-term cash incentive opportunity for fiscal 2023.

•We set challenging goals for our executives for fiscal year 2023. All fiscal year 2023 cash incentive plan target goals were substantially higher than fiscal year 2022 actual performance and fiscal year 2022 target goals, despite the challenging operating environment including supply chain constraints and the increase in manufacturing, warehouse and component costs associated with meeting the demand generated by our competitor's recall. As in past years, our short-term incentive goals are aligned with our internal budget, as adjusted per plan parameters.

•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. For each of the PSU three-year cycles completed since the adoption of our PSU structure in November 2015, the PSU performance period has been accelerated to three years. The PSUs granted in November 2020 are not currently expected to pay out after a three-year accelerated performance period, though 25% of these PSUs have been earned and banked based on interim stock price performance.

•PSUs earned based on absolute TSR, with meaningful TSR targets. In fiscal year 2023, 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 approximately 46% cumulative returns over four years, and approximately 33% cumulative returns over three years.

•Our strong TSR over the three-year period ending November 2022 resulted in performance share earnouts at the maximum. Annual PSU grants that vested in fiscal year 2023 were made in November 2019, and were earned based on an accelerated three-year performance period ending November 20, 2022. Over this performance period, we delivered cumulative absolute TSR of 53.24%, which was above the maximum three-year goal of 52%, and represented compound annual returns of 15.32%. This return triggered shares to be delivered at the maximum ceiling of 225% of the target

•Current outstanding PSUs tracking at below threshold performance. Our interim TSR results for the PSUs granted in fiscal years 2021, 2022, and 2023, however, would result in partial or no payout on our outstanding PSUs if the performance period for these PSUs ended June 30, 2023 when our stock price was $218.50. The PSUs granted in November 2020 (fiscal year 2021) are not currently expected to payout after the three-year accelerated performance period ending November 2023, except that 25% of the fiscal year 2021 target PSUs have been earned and banked based on interim stock performance, and will thus be paid at the end of the three-year performance period for banking. These results further illustrate the focus on tying at-risk pay to performance and alignment with stockholder interests and our stock price performance.

•New relative TSR performance measure over three-year performance period adopted for fiscal year 2024 PSU Program. In August 2023, after consideration of input from our independent compensation consultant and market best practices, the compensation committee determined to revise our PSU program effective with the fiscal 2024 grants, to be made in November 2023, to include a relative TSR performance measurement for 50% of the PSUs to be granted as compared to the TSR performance of the S&P 500 Index over a three-year performance period. Payout would range from 0% to 200% of target PSUs granted, with target relative TSR performance at 60th percentile resulting in 100% payout, and relative performance at the 95th percentile or better resulting in a 200% payout; provided, however, that if our absolute TSR is negative, then payout for our relative TSR performance cannot exceed 100% regardless of our relative percentile performance. As a result of this change, half of our PSU award (or 25% of the overall long term incentive award) will be based on absolute TSR, and half of our PSU award (or 25% of the overall long term incentive award) will be based on relative TSR.

Market-competitive compensation and balancing US and Australian pay practices. 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.

Our 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 alignment with US best practices. 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 adhering to US best practices and grant 50% of equity in performance stock units. According to FW Cook’s August 2022 report, which the committee reviewed before the fiscal year 2023 compensation decisions were made, our US peers, as a group, granted, on average, 41% of their long-term incentive value in the form of performance-vested awards, compared to Australian peers which granted, as a group, approximately 77% of their long-term incentive value in the form of performance-vested awards, FW Cook’s report showed that fiscal year 2022 target total direct compensation (measured by base salary, short-term incentive at target payout, and long-term equity incentive at grant date value) for our chief executive officer was positioned at the 49th percentile for US peers and higher than any of the Australian peers. Most of our executive officers reside and work in the US, our primary listing is on the NYSE, and many of our competitors are US-based, so we consider this design a balanced approach, appropriate for our labor and investor markets.

History of positive say-on-pay vote. At our annual meeting held in November 2022, our stockholders voted to approve, on an advisory basis, the compensation paid to our executive officers disclosed in last year’s proxy statement; approximately 90% of the shares voted on this proposal voted in favor of our executive compensation.

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 2022 to fiscal year 2023. For example, based in part on market practices, 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 2023, we have continued to use compensation practices that we believe are consistent with best practices, and do not have practices generally viewed as problematic:

•Compensation recovery or "Clawback" policy. We recently updated our compensation recovery policy, which provides for the recovery of incentive compensation from our executive officers consistent with recently effective NYSE rules implemented to comply with changes in United States securities laws. The policy provides for recovery from an officer, regardless of the officer’s role in the transactions or reporting, in the event of a restatement that corrects material errors in prior periods or immaterial errors in previously reported periods to avoid a material error in the current period. In addition to the requirements of the rules, the policy includes time-based equity compensation, including stock options, as incentive compensation subject to recovery, and as a separate means of

•Stock ownership and holding 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 600% of salary (increased from 500%). As of June 30, 2023, 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 June 30, 2023, 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 vesting for officers who retire at or after age 60, with at least 5 years’ service, on the same basis available to all employees.

•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 2023, named executive officer payouts ranged from 97.25% to 111.53% of target cash incentive opportunity, with no discretion applied to the amount paid, reflecting our strong performance.

For fiscal year 2023, our CEO’s target direct compensation was based 90% on incentive compensation that was at risk, with only 8% in guaranteed salary (as shown in the Summary Compensation Table below), while the other named executive officers have an average of 82% of their target direct compensation in the form of incentive compensation that is at risk and 15% 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. See "Market-competitive compensation and balancing US and Australian pay practices" above.

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.

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. Historically, and for fiscal year 2023, the committee reviewed and set 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 approximately 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.

SaaS Reference Group
Akami Technologies, Inc.			NetApp, Inc.
Arista Networks			ServiceNow, Inc.
Atlassian Corporation Plc			Veeva Systems, Inc.
DocuSign, Inc.

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.

Annual performance-based short-term cash 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 2023, the committee reviewed data for the 50th, 60th, and 75th percentiles of the peer group. For fiscal year 2023, 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
Lucile Blaise			20%			20%			30% (Sleep & respiratory care)			30% (Sleep & respiratory care)
Rob Douglas			50%			50%			0%			0%
Bobby Ghoshal			20%			20%			30% (SaaS)			30% (SaaS)
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			$3,418,866			$4,022,195			$5,228,853			$4,163,222			103.51%			111.69%
Adjusted operating profit			$1,104,948			$1,299,939			$1,689,921			$1,277,536			98.28%			94.26%
Total achieved after weighting																		102.97%
(50% each)												Farrell, Douglas and Sandercock
Sleep & respiratory care business net sales			$2,406,215			$2,830,842			$3,680,094			$3,025,929			106.89%			122.97%
Sleep & respiratory care business operating profit			$977,939			$1,150,517			$1,495,671			$1,190,249			103.45%			111.51%
Total achieved after weighting																		111.53%
(20%-20%-30-30%)															Blaise
SaaS business adjusted net sales			$371,000			$436,471			$567,412			$433,443			99.31%			97.69%
SaaS business adjusted   operating profit			$85,749			$100,882			$131,146			$97,607			96.75%			89.18%
Total achieved after weighting																		97.25%
(20%-20%-30-30%)															Ghoshal

We set challenging goals for fiscal year 2023. Each of our goals for 2023 required growth over the prior year performance, but also reflected expectations for continuing 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 2023, while the tailwinds that were present in fiscal year 2022 from COVID-19-related ventilator sales did not continue materially into fiscal year 2023. The increase in demand caused by our competitor's recall drove more sales of flow generators, but at a lower operating profit based on geographic and product mix. Nonetheless, the targeted goals established for fiscal 2023 were greater than the prior year’s targeted goals and were greater than fiscal 2022 actual performance. And, despite the cost increases and product mix, the growth percentage required under the net operating profit goal at target performance under the fiscal 2023 cash incentive plan was greater than was required under our fiscal 2022 plan.

Our fiscal year 2023 target for adjusted operating profit was set at a level that required us to increase our fiscal year 2023 adjusted operating profit by 12.4%. Our actual adjusted operating profit (adjusted for committee-approved plan calculations) increased by 10.5%, from $1.156 billion in fiscal year 2022 to $1.278 billion in fiscal year 2023, resulting in 94.3% of target opportunity earned for this metric before weighting.

Incentive Plan Adjustments. The short-term incentive targets are set when our internal forecasts and budget for the full fiscal year are finalized, which for fiscal year 2023 occurred in August 2022. Our internal forecasts for the GAAP measures of net sales and operating profit set the basis for our short-term incentive targets. In calculating short-term incentive metrics achievement, the committee made adjustments, consistent with plan parameters, as shown in the table below, from our GAAP financial statement revenue and operating profit calculations and from our internal reporting, to eliminate the impact of certain non-operating revenue and expenses as set forth in the table below. There were no adjustments to net sales and operating profit for the sleep and respiratory care business under the short term incentive program.

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%			$1,466,674						$1,510,264						102.97%
Lucile Blaise			80%			$382,996						$427,155						111.53%
Rob Douglas			100%			$909,124						$936,144						102.97%
Bobby Ghoshal			80%			$489,234						$475,780						97.25%
Brett Sandercock			80%			$373,618			(a)			$384,705			(a)			102.97%

(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 2023 average annual exchange rate of approximately AUD:USD 1 to .6733.

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 2023 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 2023, 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 our officers' individual performance during the prior fiscal year (i.e., 2022), as well as their experience in their role, and expected future contributions. Taking all those factors into account, the committee approved increased 2023 equity grant values as follows: (i) our chief executive officer received a 22.2% increase, which was informed by his strong performance, values and company performance in 2022, and to improve the market competitiveness of his equity compensation given that it was at the 47th percentile of the US peer group; (ii) our president and chief operating officer received a 5.8% increase, (iii) our chief financial officer received a 10% increase, to align with comparable market values; (iv) our president of our SaaS division, who was promoted to this position in August 2021, received a 25.7% increase to reflect his increased responsibilities and the high demand for digital healthcare talent; and (v) our president of respiratory and sleep care, who was promoted to this position in July 2022, received a $1.4 million equity award, to recognize her increased responsibilities and to move her closer to market for her new position following her July 1 promotion, as well as a $725,000 annual equity award granted in November 2022.

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			$11,000,000						50%			25%			25%
Lucile Blaise			$1,400,000			(a)			50%			0%			50%
Lucile Blaise			$725,000						50%			25%			25%
Rob Douglas			$4,760,000						50%			50%			0%
Bobby Ghoshal			$2,200,000						50%			25%			25%
Brett Sandercock			$2,200,000						50%			0%			50%

(a)Represents awards granted on July 1, 2022 in connection with Ms. Blaise's promotion to President Sleep and Respiratory Care.

Program design. Equity grants to named executive officers during fiscal year 2023 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 2023 were granted in November 2022 on structurally the same terms as the PSUs granted in the prior fiscal year.

Commencing with the fiscal 2023 PSUs granted in November 2022, may earn a potential earnout ranging from 0% to 200% (previously 225%) of target PSUs granted, based on the schedule set forth below. The PSUs granted on July 1, 2022 to Ms. Blaise in connection with her promotion to President sleep and respiratory care, were granted before this change and therefore have a maximum earnout of 225%.

(a) The maximum payout was changed from 225% to 200% effective with grants made in November 2022.

Our strong TSR over the three-year performance period ending in fiscal year 2023 resulted in maximum payouts. PSU grants that were earned and vested in November 2022 were made as an annual grant in November 2019 to all named executive officers. The grants paid out based on our maximum TSR performance over the three-year performance period that ended November 13, 2022.

Named executive officer			Target number of PSUs at grant			Number of shares earned
Michael Farrell			28,057			63,129
Lucile Blaise (a)			0			0
Rob Douglas			16,397			36,894
Bobby Ghoshal			3,644			8,199
Brett Sandercock			7,288			16,399

(a) Ms. Blaise was not granted PSUs prior to her promotion on July 1, 2022.

Reduction of maximum payout commencing with fiscal year 2023 PSU Program. The committee determined to decrease the maximum payout under the PSU program from 225% to 200% of target PSUs granted to align with typical market practice, commencing with the fiscal 2023 grants made in November 2022.

Relative TSR performance measure over three-year performance period for fiscal year 2024 PSU Program. In August 2023, after consideration of input from our independent compensation consultant and market practices, the compensation committee determined to revise our PSU program effective with the fiscal 2024 grants to be made in November 2023, to include, as 50% of the PSUs to be granted, PSUs that are earned based on our relative TSR performance compared to the TSR performance of the S&P 500 Index over a three-year performance period. Payout would range from 0% to 200% of target PSUs granted, with target

Stock options. During fiscal year 2023, 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 2023, 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 2023, the committee determined that the performance condition for the November 2022 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 2023 third quarter adjusted earnings			$165,811,180			$332,057,086			50%
Fiscal year 2023 fourth quarter adjusted earnings			$186,116,988			$315,286,663			50%
2023 third and fourth quarter adjusted earnings			$351,928,168			$647,343,749			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;

Our agreements do not contain excise tax gross-up benefits, reflecting the committee’s view of best practice, and in response to views expressed by our stockholders. The agreements include instead 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 of our company would be subject to the excise tax under Section 280G of the US Internal Revenue Code if the reduction would result in the net amount payable to the employee being greater than the net amount received without the reduction. The agreements do provide a limited additional lump sum gross-up payment amount to offset any tax obligations attributable to the medical and dental health benefits in the event of a qualifying termination in connection with a change of control. 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 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 chair emeritus. 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 2023, 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.

•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 for Ms. Blaise in connection with her relocation from France to the US at the time of her promotion, and during fiscal year 2023 included education costs, relocation and repatriation costs, social welfare equalization payments, reimbursement for life insurance losses, taxes payable on these benefits, and reimbursement for tax consulting services. These benefits did not include any extraordinary items such as home purchases, or reimbursement for losses on the sale of real estate. 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 2023 was approximately AUD:USD of 1 to 0.6733. 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)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.

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

(f)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 is 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 2023, we made a discretionary matching contribution to the 401(k) 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 10.5%, 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.

(v)These relocation compensation amounts include $11,576 payment for tax advisory and preparation services, $148,712 in relocation fees, and $255,554 in assignment allowance payments that we paid in connection with Ms. Blaise's mobility assignment to the US from France. She localized employment in the US in 2022, and the committee approved ongoing tax advisory services as part of the assignment.

Grants of plan-based awards