DEF 14A of Resmed Inc, Oct 2, 2025

DEF 14A of Resmed Inc

Filed Oct 2, 2025 · FY20250000943819-25-000079

Open on EDGAR

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    | Period | Resmed's Annualized Total Stockholder Return (NYSE) | S&P 500 Annualized Total Stockholder Return | US Peer Group Median Annualized Total Stockholder Return | | One year ended June 30, 2025 | 34% | 14% | -11% | | Three years ended June 30, 2025 | 8% | 18% | -3% | | Five years ended June 30, 2025 | 7% | 15% | 2% |

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    | Period | Resmed's Annualized Total Stockholder Return (ASX) | ASX 100 Annualized Total Stockholder Return | ASX Peer Group Median Annualized Total Stockholder Return | | One year ended June 30, 2025 | 36% | 10% | 18% | | Three years ended June 30, 2025 | 10% | 9% | 13% | | Five years ended June 30, 2025 | 9% | 8% | 11% |

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    Strong capital management and return to our stockholders. During fiscal year 2025 we maintained the quarterly dividend of $0.53 per share paid to our stockholders, paying approximately $310.9 million to our stockholders in dividends, representing a payout ratio of 22% of both net income and adjusted (non-GAAP) net income. In August 2025 our board approved an increase to our quarterly dividend by approximately 13%, to $0.60 per share, for fiscal year 2026. We also increased our share repurchase program. In fiscal year 2025 we repurchased approximately $300.0 million of stock, more than offsetting the dilution of our stockholders from grants to our employees. For fiscal year 2026, we announced plans to increase the share buyback to approximately $150 million per quarter, continuing return of capital to our stockholders.

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    | | | Proxy Voting Roadmap |

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    This summary highlights select information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions. _____________________________________________________________________________________________________________

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    | Proposal 1 Election of Directors Age, gender, and tenure of our Board nominees | | | | | | Your board of directors recommends a vote “FOR” election of the eleven nominees to the board of directors. Page 14 |

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    Director Nominee Overview

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    | Carol Burt | | Jan De Witte | | | | Principal of Burt-Hilliard Investments Age: 67 Tenure: 12 years Committees: A, O, Extensive executive management and board leadership; extensive experience in the healthcare insurance, healthcare provider, medical technology, and financial services industries. | | Operating Partner of GHO Capital Partners Age: 61 Tenure: 6 years Committees: A, O 30 years in executive management, corporate strategy and operations for technology and software businesses, extensive experience in international business, and experience as an operating CEO and director in medical technology. | | Christopher DelOrefice | | Karen Drexler | | | | Executive Vice President and Chief Financial Officer of Becton, Dickinson and Company Age: 54 Tenure: < 2 years Committees: Experienced finance executive in medical technology, including commercial, long-term strategy, investor relations, supply chain, mergers and acquisitions, and global R&D. | | Former Chief Executive Officer of Sandstone Diagnostics, Inc. Age: 65 Tenure: 8 years Committees: , N Founder, executive and board experience in the medical diagnostics and device industries, particularly in digital health, technology, and out-of-hospital care models. |

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    | A | Audit Committee | C | Compensation and Leadership Development Committee | O | Compliance, Privacy and Quality Committee | N | Nominating and Governance Committee | | Chair | | Independent |

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    | Michael “Mick” Farrell | | Nicole Mowad-Nassar | | | | Chairman of the Board and Chief Executive Officer of ResMed Inc. Age: 53 Tenure: 12 years Committees: None 25+ years of experience with Resmed and 29+ years of experience in healthcare and technology industries with a deep understanding of products, operations, technology, sales and marketing. | | Senior Vice President of AbbVie Inc., and President of Global Allergan Aesthetics Age: 54 Tenure: <1 year Committees: C Extensive experience in big pharma, currently leading a major division for AbbVie, and experience in commercial strategy, marketing, digital health innovation, patient access, market access and enterprise integration. | | Peter Farrell | | Desney Tan | | | | Founder and Chairman Emeritus of ResMed Inc. Age: 83 Tenure: 36 years Committees: None Resmed founder and chief executive officer for 20+ years with a deep understanding of operations, technology, and sleep industry; significant board experience with other publicly-held medical technology companies. | | Corporate Vice President and Managing Director of Microsoft Research Age: 49 Tenure: 4 years Committees: C, N Experience in digital health technologies, use of machine learning and artificial intelligence, global R&D in devices, hardware and consumer products. | | Harjit Gill | | Ronald “Ron” Taylor | | | | Chief Executive Officer of the Asia Pacific Medical Technology Association Age: 60 Tenure: 7 years Committees: A, C, Executive and operational background in consumer healthcare, sales, marketing, and international operations. | | Founder and Chief Executive Officer of Pyxis Corporation Lead Director Age: 77 Tenure: 20 years Committees: N, A, O Public medical technology company founder and CEO, has served on over twenty public and private boards. Venture capital experience evaluating healthcare companies. | | John Hernandez | | | | | | Head of Health Impact at Google Age: 58 Tenure: 4 years Committees: O Experience at the intersection of big tech and healthcare, including use of artificial intelligence. Widely published and frequent lecturer on digital health strategy and use of real-world evidence. | | |

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    | A | Audit Committee | C | Compensation and Leadership Development Committee | O | Compliance, Privacy and Quality Committee | N | Nominating and Governance Committee | | Chair | | Independent |

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    | Proposal 2 Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm The Board recommends a vote FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026 based on the following: •KPMG’s high audit quality and institutional knowledge of our business enables effective and efficient audits. •Only audit-related or tax-related services were performed by KPMG LLP in fiscal years 2024 and 2025. •Based on KPMG’s independence, performance and qualifications, the Audit Committee has determined that KPMG’s retention is in the best interests of Resmed and its stockholders. | | | | | | Your board of directors recommends that you vote “FOR” Proposal 2. Page 48 |

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    | Proposal 3 Advisory Vote to Approve Named Executive Officer Compensation Our executive compensation program encourages long-term value creation for our stockholders. The below graphics show the mix of 2025 fixed pay (base salary) and at-risk short-term incentives (STI) and long-term incentives (LTI) based on actual cash incentives paid and target equity awards granted, as reflected in the Summary Compensation Table. For fiscal year 2025, our Chief Executive Officer’s direct compensation was based 91% on incentive compensation that was at risk, while the other named executive officers have an average of 81% of their direct compensation in the form of incentive compensation that is at risk. The following table excludes all other compensation from the Summary Compensation Table. | | | | | | Your board of directors recommends that you vote “FOR” Proposal 3. Page 53 |

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    | Proposal 4 Approval of the Amendment and Restatement of the ResMed Inc. 2009 Incentive Award Plan, Including Increase of Reserved Shares and Elimination of Fixed Term The Company’s equity incentive plan is a valuable tool to attract and retain employees and has been approved by our stockholders for many years. The Company is seeking stockholder approval of changes to its 2009 Incentive Award Plan primarily to increase the number of shares, incorporate changes based on amendments to section 162(m) of the Internal Revenue Code, and to eliminate the fixed term of the plan. | | | | | | Your board of directors recommends that you vote “FOR” Proposal 4. Page 95 |

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    | Proposal 5 Approval of the Amendment and Restatement of the ResMed Inc. 2018 Employee Stock Purchase Plan, Including Increase of Reserved Shares and Elimination of Fixed Term The Company’s employee stock purchase plan provides a means for 99% of our employee population, in 33 countries, to invest in Resmed’s success. The Company is seeking approval of changes to our 2018 Employee Stock Purchase Plan primarily to increase the number of shares that may be awarded to our employees and to eliminate the fixed term of the plan. | | | | | | Your board of directors recommends that you vote “FOR” Proposal 5. Page 107 |

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    | | | Board and Governance Matters |

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    | Proposal 1 Election of Directors Our bylaws authorize a board of directors with between one and thirteen members, with the exact number to be specified by the board from time to time. On August 15, 2025, based on the recommendation of our nominating and governance committee, our board voted to expand our board to twelve, elected Nicole Mowad-Nassar as a director to serve a term ending at the 2025 annual stockholders meeting, and appointed her to the compensation and leadership development committee. As set forth more fully in her biography, Ms. Mowad-Nassar is currently the Senior Vice President, AbbVie and President, Global Allergan Aesthetics. She has a long career and outstanding experience in the pharmaceutical industry, including P&L responsibility, commercial analytics, integration of major acquisitions, patient services and marketing. Consistent with best governance practices, all our current directors’ terms expire at this annual stockholders meeting. Our board has nominated eleven of the twelve current directors for re-election at this annual meeting. The directors to be elected at this annual meeting will hold office until the 2026 annual meeting (and until their successors are elected and qualified) or until the director’s earlier death, disability, resignation, or removal. On August 18, 2025, the Company announced Richard Sulpizio’s decision not to stand for reelection, to retire and to resign as of the date of the annual stockholder meeting on November 19, 2025. The directors will reduce the size of the board following the annual meeting to eleven. Mr. Sulpizio’s retirement does not reflect any disagreement or conflict with the board. We are soliciting proxies in favor of eleven nominees and proxies will be voted for them unless the proxy otherwise specifies. If any nominee becomes unable or unwilling to serve as a director, the proxies will be voted for the election of another person, if any, that the board designates. Required Vote The affirmative vote of a majority of the votes cast at the annual meeting at which a quorum is present is required to elect each of the eleven nominees for director, meaning that the number of votes cast “for” a candidate for director must exceed the number of votes cast “against” that candidate. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote for each of the eleven nominees, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote. | | | | Your board of directors recommends a vote “FOR” election of each of the eleven nominees to the board of directors. |

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    Our Board of Directors Our Board Nominees The nominees have a variety of backgrounds and perspectives that enable them to provide valuable guidance on strategy, operations and culture. They have extensive leadership experience, as well as corporate governance expertise arising from service in executive management positions as well as public company board experience. Many have global business experience, including through service in a chief executive officer role or in other senior corporate leadership positions. One director currently resides and works in Singapore, and another currently resides and works in Europe. Others have worked outside the United States in the past, collectively providing valuable perspectives on our global business environment. All have experience with medical device, technology or product innovation and development, entrepreneurship, and the dynamics of our industry. Ms. Mowad-Nassar, our most recently elected director, has worked for over 30 years in the pharmaceutical industry, currently serving as Senior Vice President, AbbVie, and President, Global Allergan Aesthetics, maker of BOTOX Cosmetic, one of the world’s most recognized aesthetic products for consumers. Ms. Mowad-Nassar’s experience also includes commercial strategy, oversight of centralized functions, integration of acquisitions, digital transformation, marketing and sales. Ms. Mowad-Nassar’s wide experience across every aspect of the pharmaceutical industry will be invaluable as we educate physicians, patients, and providers navigating the treatment of sleep disorders with Resmed’s solutions, including over a million patients that have also been prescribed CPAP and GLP-1 drugs for treatment of obesity with obstructive sleep apnea (“OSA”). Skills and Experience 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. Evaluation of our director nominees’ collective experience against the fiscal year 2025 skills matrix is reflected in the following broad categories:

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    | Board Experience | Public company board (other than Resmed), Private company board, Chair of the board of directors of a publicly-traded company, Chair of the board of directors of a for-profit organization, Chair of the board of directors of a non-profit organization or private company, Membership on a governance, compensation, audit, or compliance committee | 10/11 | | Leadership Experience | Chief Executive Officer, Non-Chief Executive Officer P&L leader, Non-Chief Executive Officer functional leader | 11/11 | | Functional Expertise | Medical device industry, Software-as-a-service industry, Pharmaceutical industry, Sales and marketing, Direct-to-consumer marketing, Non-US business experience, Health policy and government affairs, Healthcare reimbursement - government or private, Finance and accounting, Business/corporate development, Mergers and acquisitions including integration, Legal, Regulatory compliance and risk management, People and talent management, Communications and investor relations, Environmental sustainability and corporate social responsibility | 11/11 | | Technical Expertise | Research and development, Clinical research, Clinical expertise in sleep and related comorbidities, Manufacturing and supply chain, Digital health technology, Machine learning, Artificial intelligence & advanced analytics, Cybersecurity, privacy and information technology | 11/11 |

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    Biographies Included below is summary information as of September 23, 2025, regarding our director nominees, including key business experience, director positions with other public companies, and the experience, qualifications, attributes and skills that led the nominating and governance committee and the board to determine that each candidate should be nominated for election at our 2025 annual meeting to serve as a director of the company. Information about the eleven nominees for director is set forth below:

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    | Director | Age as of September 23, 2025 | Position | | Carol Burt | 67 | Director | | Jan De Witte | 61 | Director | | Christopher DelOrefice | 54 | Director | | Karen Drexler | 65 | Director | | Michael Farrell | 53 | Chairman of the board and chief executive officer | | Peter Farrell | 83 | Founder, chairman emeritus and non-executive employee | | Harjit Gill | 60 | Director | | John Hernandez | 58 | Director | | Nicole Mowad-Nassar | 54 | Director | | Desney Tan | 49 | Director | | Ronald Taylor | 77 | Lead director |

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    Nominees for election at our 2025 annual meeting to serve for a one-year term expiring at the 2026 annual meeting:

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    | | Carol Burt | 67 Independent Principal of Burt-Hilliard Investments and Senior Advisor and Member of the Operating Council for Consonance Capital Partners | | | | | Director since: 2013 Committees: •Audit •Compliance, Privacy and Quality •Nominating and Governance (Chair) | Current Public Company Directorships: •IQVIA Holdings Inc. (NYSE: IQV), a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry (2019-present) •Chair of the Leadership Development and Compensation Committee •Member of the Audit Committee | Prior Public Company Directorships: •Envision Healthcare Corp. (NYSE:EVHC) •Vanguard Health Systems Inc. (NYSE: VHS) •WellCare Health Plans, Inc. (NYSE: WCG) |

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    | Skills and Qualifications •Extensive experience in corporate governance, executive management, finance, accounting and capital markets, strategy, mergers and acquisitions, operations, and risk oversight and compliance •Previously served on the public boards of four NYSE-listed companies including chairing audit, compliance oversight, compensation and leadership development and nominating and governance committees Education and Professional Credentials •Graduated magna cum laude from the University of Houston, earning a Bachelor of Business Administration | Business Experience Burt-Hilliard Investments, a private investment firm •2008 to present – Principal Consonance Capital Partners, a New York-based private equity firm focused on investments in the healthcare industry •2013 to present – Senior Advisor and a member of the Operating Council WellPoint, Inc. (now Elevance Health, Inc., NYSE: ELV) •Senior Vice President of Corporate Finance and Development American Medical Response •Senior Vice President and Treasurer Chase Securities, Inc. (now JP Morgan Chase & Co, NYSE: JPM) •Founder, Managing Director and Head of the Health Care Banking Group Other Experience •Member of Women Corporate Directors, and the International Women’s Forum |

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    | | Jan De Witte | 61 Independent Operating Partner of GHO Capital Partners LLP | | | | | Director since: 2019 Committees: •Audit •Compliance, Privacy and Quality | Current Public Company Directorships: •Elekta (B.ST: EKTA) a leading global company, headquartered in Sweden that develops and produces radiation therapy and radiosurgery-related equipment and clinical management for the treatment of cancer and brain disorders | Prior Public Company Directorships: •BARCO (EBR:BAR) (2016-2021) •Integra Life Sciences (NASDAQ: IART) (2021 - 2025) |

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    | Skills and Qualifications •Served in a variety of global operational, business leadership and CEO roles over the past 35 years •During his 17-year tenure with GE Healthcare, worked in management and CEO roles covering business responsibilities across Europe, Middle East, China, Asia-Pacific, and the Americas, living both in the U.S. and Europe Education and Professional Credentials •Bachelor’s degree in electromechanical engineering from the KU Leuven in Belgium •Master of Science degree in electromechanical engineering with Greatest Distinction from the KU Leuven in Belgium •M.B.A. from Harvard Business School | Business Experience GHO Capital Partners LLP, a leading European healthcare specialist private equity investor •February 2025 to present – Operating Partner •September 2025 to present – Chairman of FotoFinder Group Gmbh, a global leader in digital dermatoscope technologies Integra Life Sciences (NASDQ: IART), a global leader in regenerative tissue technologies and neurological solutions •October 2021 to January 2025 – President, Chief Executive Officer and director Barco (EBR: BAR), a global leader in advanced visualization solutions for healthcare, entertainment, and enterprise, with headquarters in Belgium •2016 to 2021 – CEO and director General Electric Company (NYSE: GE) •1999 to 2016 – Progressive leadership roles, including as president and CEO of GE Global Healthcare IT Other Experience •Director at Advanced Medical Technology Association (AdvaMed), an American medical device trade association •Senior Consultant at McKinsey & Co, and Operations roles at Procter&Gamble in Europe |

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    | | Christopher DelOrefice | 54 Independent Executive Vice President and Chief Financial Officer of Becton, Dickinson and Company | | | | | Director since: 2024 Committees: •Audit (Chair) | Current Public Company Directorships: •none | Prior Public Company Directorships: •none |

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    | Skills and Qualifications •Proven financial executive serving as chief financial officer and leadership of strategy and corporate development for Becton, Dickinson and Company, as well as a long history of service in various roles at Johnson & Johnson Education and Professional Credentials •Bachelor of Science in Accounting from Villanova University •M.B.A. from Villanova University •Certified Public Accountant (inactive) | Business Experience Becton, Dickinson and Company (BD) (NYSE: BDX), a leading, global medical technology company •September 2021 to present – Executive Vice President and Chief Financial Officer Johnson & Johnson (NYSE: JNJ), a multinational pharmaceutical, biotechnology, and medical technologies company •August 2018 to September 2021 – Vice President, Investor Relations •2012 to 2018 – Variety of senior finance leadership roles, including CFO of both the Consumer and Medical Devices segments for North America •1999 to 2012 – Progressive finance leadership roles |

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    | | Karen Drexler | 65 Independent Former Board Member and Chief Executive Officer of Sandstone Diagnostics, Inc. | | | | | Director since: 2017 Committees: •Compensation and Leadership Development (Chair) •Nominating and Governance | Current Public Company Directorships: •Outset Medical (NASDAQ: OM), a medical technology company innovating dialysis treatment (2021-present) •Chair of nominating and corporate governance committee and member of the compensation committee •EBR Systems, Inc. (ASX: EBR), maker of a wireless cardiac pacing system for people with heart failure (2022-present) •Chair of the nomination and remuneration committee, member of the audit and risk committee | Prior Public Company Directorships: •Tivic Health, (NASDAQ:TIVC) (2019-2024) |

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    | Skills and Qualifications •A serial entrepreneur with expertise in the fields of digital health, medical devices, and diagnostics •Acts as senior strategic advisor for early-stage companies Education and Professional Credentials •Graduated magna cum laude with a B.S.E in chemical engineering from Princeton University •M.B.A. with honors from Stanford University Graduate School of Business | Business Experience Tivic Health (NASDAQ: TIVC), a bioelectric medicine company focused on relief of congestion and sinus pain •2019 to 2024 – board member, chaired the compensation committee and nominations and corporate governance committee and served on the audit and risk committee Sandstone Diagnostics, Inc., a private company developing instruments and consumables for point-of-care medical testing •2016 to 2020 – board member and CEO Amira Medical Inc., a private company focused on minimally invasive glucose monitoring technology •Founder, President, and CEO until sold to Roche Holding AG Lifescan •Held management roles and played a key role in sale to Johnson & Johnson (NYSE: JNJ) Other Experience •Active mentor and advisor with Astia and a lead mentor with StartX •Serves on the Women’s Health Council for Springboard |

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    | | Michael Farrell | 53 Chairman of the Board and Chief Executive Officer of ResMed Inc. | | | | | Director since: 2013 Committees: none | Current Public Company Directorships: •Zimmer Biomet (NYSE: ZBH), a global provider of implantable musculoskeletal medical devices, and associated robotics and digital health technology (2014-present) •Lead independent director •Member of the compensation and management development committee •Member of the quality, regulatory and technology committee | Prior Public Company Directorships: •none |

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    | Skills and Qualifications •Leadership roles of increasing responsibility at Resmed in business development, marketing, product development, leading our global sleep apnea business and president of our largest commercial organization; previously worked in management consulting for biotechnology, chemicals and metal manufacturing companies including Arthur D. Little, Sanofi Genzyme, Dow and BHP. Education and Professional Credentials •Bachelor of Engineering with first-class honors from the University of New South Wales •Master of Science in chemical engineering from the Massachusetts Institute of Technology (MIT) •M.B.A. from the MIT Sloan School of Management | Business Experience ResMed Inc. (NYSE: RMD) •2023 – Appointed as Chairman of the Board •March 2013 to present – Chief Executive Officer and director •2011 to 2013 – President of the Americas region •2007 to 2011 – Senior Vice President of the global sleep apnea diagnostic and therapeutic business •Various other senior roles in marketing and business development Other Experience •Advanced Medical Technology Association (AdvaMed), an American medical device trade association •Chair of the International Business Committee •Volunteers as a trustee for non-profit organizations: University of California, San Diego Foundation, Rady Children’s Hospital, and Father Joe’s Villages’ project for the homeless in San Diego, California •Member of the University of California San Diego - Rady School of Management Dean’s Advisory Council •Member of the Boston College Engineering Advisory Board |

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    | | Peter Farrell | 83 Founder and Chairman Emeritus of ResMed Inc. | | | | | Director since: 1989 Committees: none | Current Public Company Directorships: •Arcturus Therapeutics Holdings Inc. (NASDAQ: ARCT) (2018-present) •Former Board Chair, member of the compensation and nominating and corporate governance committees | Prior Public Company Directorships: •NuVasive, Inc. (NASDAQ: NUVA) •Evolus, Inc. (NASDAQ:EOLS) (2019-2023) |

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    | Skills and Qualifications •Founder, former Chairman of the Board, and former Chief Executive Officer of Resmed, globally recognized innovator and leader Education and Professional Credentials •B.E. in chemical engineering with honors from the University of Sydney •S.M. in chemical engineering from MIT •Ph.D. in chemical engineering and bioengineering from the University of Washington, Seattle •D.Sc. from the University of New South Wales | Business Experience ResMed Inc. •January 2023 to present – Chairman Emeritus •May 1989 to January 2023--Board Chairman •July 1990 to December 2007; February 2011 to March 2013 – Chief Executive Officer •January 2014 to present – Non-officer employee •1989 to present – Founder and director Baxter International, Inc. (NYSE: BAX) •July 1984 to June 1989 – Vice President of research and development at various subsidiaries •August 1985 to June 1989 – Managing Director of the Baxter Center for Medical Research Pty Ltd. University of New South Wales •1989 to Present - Visiting professor and chair of the UNSW Centre for Innovation and Entrepreneurship •January 1978 to December 1989 – Foundation Director of the Graduate School for Biomedical Engineering MIT •2018 to present - Serves on the MIT Dean of Engineering Advisory Council •1998 to 2018 – Served on the Visiting Committee of the Health Sciences & Technology Program Other Service •Currently sits on the faculty advisory board at UC, San Diego: the Jacobs Engineering School. •Serves on the Board of Trustees of Scripps Research Institute •Serves on the Executive Council of the Division of Sleep Medicine at Harvard Medical School |

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    | | Harjit Gill | 60 Independent Chief Executive Officer of the Asia Pacific Medical Technology Association | | | | | Director since: 2018 Committees: •Audit •Compliance, Privacy and Quality (Chair) •Compensation and Leadership Development | Current Public Company Directorships: •none | Prior Public Company Directorships: •none |

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    | Skills and Qualifications •Extensive experience in consumer healthcare and international sales and marketing including in Europe, Asia and the Middle East; board member for privately held consumer companies, serving in multiple roles on multiple committees Education and Professional Credentials •Bachelor of Arts (honors) in combined studies from the University of Manchester | Business Experience Asia Pacific Medical Technology Association (APACMed), the first and only regional association to provide a unified voice for the medical device, equipment, and in-vitro diagnostics industry in Asia Pacific •February 2019 to present – Chief Executive Officer Alticor Inc., a private holding company for Amway, a global leader in home, health, and beauty products •January 2022 to present – Director and member of the audit committee MAS Holdings, one of the largest apparel tech companies in Southeast Asia with 53 manufacturing facilities in 17 countries •2019 to present – Member of the Innovation Board of Directors Royal Philips (NYSE: PHG) •1990 to 2015 – Progressive leadership roles including Executive Vice President and CEO for Philips ASEAN & Pacific Other Experience •Serves as a member of the academic committee of the China-ASEAN science and technology cooperation center for public health at Peking University (China) |

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    | | John Hernandez | 58 Independent Head of Health Impact at Google | | | | | Director since: 2021 Committees: •Compliance, Privacy and Quality | Current Public Company Directorships: •none n | Prior Public Company Directorships: •Carmat, SA (ALCAR.PA) (2021-2024) |

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    | Skills and Qualifications •Over 30 years of experience as a health technology industry executive, researcher and consultant •Joined Alphabet in 2016 where he has built and led teams at Verily and Google leveraging artificial intelligence to assist in promoting healthy lifestyles, diagnosing cancer, and preventing blindness, among other things Education and Professional Credentials •Bachelor of Arts from the University of North Carolina at Chapel Hill •Master’s degree in health policy •Doctorate of Philosophy at the RAND Graduate School in Santa Monica, CA | Business Experience Google (NASDAQ: GOOGL), a technology company •2018 to present – Head of Health Impact Abbott Laboratories (NYSE: ABT), a medical devices and healthcare company •2010 to 2016 – Vice President of global health economics and outcomes research Boston Scientific Corporation (NYSE: BSX), a medical devices company •2001 to 2010 – Vice President of clinical research and health economics Other Experience •Widely published in scientific journals and lectures on various topics including digital health strategy, health policy, health economics, healthcare technology assessment, value-based payments and real-world evidence strategies |

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    | | Nicole Mowad-Nassar | 54 Independent Senior Vice President, AbbVie, and President, Global Allergan Aesthetics | | | | | Director since: 2025 Committees: •Compensation and Leadership Development | Current Public Company Directorships: •none | Prior Public Company Directorships: •none |

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    | Skills and Qualifications •Extensive experience in the pharmaceutical industry as P&L leader, as well as experience in commercial strategy, marketing, digital health innovation, patient access, market access and enterprise integration Education and Professional Credentials •Bachelor of Arts in Economics from Bucknell University •Master of Business Administration, Kellogg School of Business, Northwestern University | Business Experience AbbVie Inc. (NYSE: ABBV), a biopharmaceutical company •September 2025 to present – Senior Vice President, AbbVie and President, Global Allergan Aesthetics •July 2023 to August 2025 – Senior Vice President, AbbVie and President, Specialty & U.S. Therapeutics Operations •January 2020 to July 2023 – VP, Commercial Analytics & Operations, AbbVie Patient Services •January 2018 to January 2020 – VP, Commercial Analytics and Operations and Global Commercial Integration Lead, Allergan Acquisition Takeda Pharmaceuticals USA, Inc. (NYSE: TAK), a biopharmaceutical company •2009 to 2017 – Progressive leadership roles including VP and Head of U.S. Business Operations and External Partnerships Abbott Laboratories (NYSE: ABT), a medical devices and healthcare company •2000 to 2009 – Progressive leadership roles in the Hospital Products Division and the Pharmaceutical Products Division TAP Pharmaceuticals, a pharmaceutical company •1992 to 2000 – Progressive leadership roles in sales and marketing Other Experience •Serves as a Board member of the Lake Forest High School Foundation |

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    | | Desney Tan | 49 Independent Corporate Vice President and Managing Director of Microsoft Research | | | | | Director since: 2021 Committees: •Compensation and Leadership Development •Nominating and Governance | Current Public Company Directorships: •none | Prior Public Company Directorships: •none |

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    | Skills and Qualifications •Technology executive who has built and run multidisciplinary global innovation teams •Named inventor on more than 100 granted patents, and author of numerous academic publications, on topics relevant to Resmed's long-term strategy, such as artificial intelligence, machine learning, and human-computer interaction Education and Professional Credentials •Bachelor of Science (summa cum laude) in computer engineering from the University of Notre Dame •Doctorate of Philosophy in computer science from Carnegie Mellon University | Business Experience Microsoft (NASDAQ: MSFT), a technology company •2023 to present – Corporate Vice President and Managing Director of Microsoft Research •2021 to 2023 – Vice President and Managing Director of Microsoft Health Futures •2015 to 2021 – Managing Director of Microsoft Healthcare •2004 to 2015 – Various roles leading research and development University of Washington Seattle •2007 to present – Affiliate Professor of computer science and engineering Other Experience •Serves on the Washington Research Foundation's board of directors: as senior advisor and chief technologist to IntuitiveX; and as advisor to Proprio |

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    | | Ronald Taylor | 77 Lead Independent Director Founder and Former Chairman and Chief Executive Officer of Pyxis Corporation | | | | | Director since: 2005 Lead Director since: 2013 Committees: •Audit •Compliance, Privacy and Quality •Nominating and Governance | Current Public Company Directorships: •none | Prior Public Company Directorships (representative): •Allergan (NYSE: AGN) •Medicalogic (NASDAQ: MDLI) •Red Lion Hotels (NYSE: RLH) |

  44. Diluted Earnings Per Share

    | Skills and Qualifications •Significant executive and operational experience with publicly-held medical technology and pharmaceutical companies, and public company governance experience •Has been a director of approximately 20 publicly and privately held companies over the past 27 years •More than 15 years of experience as a board member of Red Lion Hotel including its governance, compensation, and audit committees, and more than 20 years of experience as a board member of Allergan (formerly Watson and Actavis) including the audit, compensation, and governance committees Education and Professional Credentials •Bachelor of Arts in Chemistry from the University of Saskatchewan •Master of Arts in Chemistry from the University of California, Irvine | Business Experience Pyxis Corporation, a manufacturer of automated drug dispensers for hospitals •1987 to 1996 – Founder, Chairman, and chief executive officer until its sale to Cardinal Health, Inc. Hybritech, Inc., a biotechnology company •Responsible for operations and international sales Allergan plc (NYSE: AGN), a pharmaceutical company •Served in operational and management roles Enterprise Partners Venture Capital •1998 to 2001 – General partner Other Experience Resmed Foundation-- •2002 to 2005 – Chair of the board |

  45. Diluted Earnings Per Share

    Director Nomination Process Board Skills, Experience and Qualifications The nominating and governance committee regularly reviews with the board the appropriate characteristics, skills, and experience required for the board as a whole and its individual members. The board seeks a heterogeneous mix of views, professional experience, education, skills and outstanding ethics as individual qualities. To assist in promoting a valuable collection of backgrounds and experience on the board, the nominating and governance committee identifies and considers board candidates who are drawn from a wide talent pool, representing thoughtfulness, cultural fit, leadership, international experience, and other qualities consistent with the company's corporate governance guidelines. The nominating and governance committee shared this wide range of views and values with the third-party executive search firm that identified Mr. DelOrefice last year, and the firm that assisted the board with the search that led to election of Ms. Mowad-Nassar as a board member this year. The suitability of individual director candidates depends on many factors, including: •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 areas of our operations; •professional experience in our industry or in adjacent industries that can pose opportunities and challenges; and •a commitment to representing the long-term interests of our stockholders. The nominating and governance committee also reviews and regularly updates a matrix of directors’ skill sets, based on factors the board deems important to oversee management and our strategic goals. It most recently updated the matrix during fiscal year 2025. We believe the annual consideration of new skills that benefit the company, and examination of our directors’ collective experience across those identified attributes, keeps our board engaged in guiding the evolution of our global business. ͏The board also evaluates each individual director, with the goal of assembling a group that can best perpetuate Resmed’s success and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the nominating and governance committee also considers the director’s past attendance at meetings and participation in and contributions to the board’s activities. In fiscal year 2025, our board members achieved 100% attendance at our board and committee meetings with the sole exception of our founder, Peter Farrell, who could not travel to a board meeting in Singapore after surgery. After review and deliberation of all feedback and data, the nominating and governance committee makes its recommendation of directors for reelection. Recommendations we receive from stockholders are subject to the same criteria as are candidates nominated by the nominating and governance committee. The committee will consider stockholder suggestions for nominees for directorship and will consider any candidate recommended by stockholders who have held a minimum of 1% of our outstanding voting securities for at least one year. Our bylaws also permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials directors constituting up to 20% of the board or two individuals, whichever is greater, provided that each stockholder and nominee satisfy the other requirements specified in our bylaws. A recommending stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our board. The stockholder must also provide any other information about the candidate that would be required by the US Securities and Exchange Commission (SEC) rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate (including consent to reference and background checks) and describe any relationships, arrangements or undertakings between the stockholder and the candidate regarding the nomination or otherwise. The stockholder or nominee must submit background information and representations regarding disclosure of voting or compensation arrangements, compliance with our policies and guidelines, and intent to serve the entire term. The stockholder must submit proof of ownership of our stock. All communications should be submitted in writing to the chair of the nominating and governance committee, care of Secretary, ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA. 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 2026 Annual Meeting.” Tenure and Board Renewal The nominating and governance committee believes board composition and an appropriate balance of board additions and existing experience is important to effective governance. While board rotation is an important consideration in assessing board composition, the board does not make determinations based solely on tenure, instead choosing to consider an appropriate mix of skill sets and institutional knowledge as the key foundations of our board composition. By taking all considerations into account, we have achieved a balanced blend of long-tenured board members and new board members. Our founder, Peter Farrell, is our longest serving board member. Our lead director, Ronald Taylor, has twenty years of experience on our board. Ms. Burt, the former chair of our audit committee, has twelve years’ experience on our board. Ms. Burt now serves as the chair of the nominating and governance committee, having turned over leadership of the audit committee to Mr. DelOrefice -- a seasoned financial leader; and leadership of the new compliance, privacy and quality committee to Ms. Gill, an international expert in medical device industry compliance. We have three additional board members -- Ms. Drexler, Ms. Gill, and Mr. De Witte -- with more than five but less than ten years of service to our board, bringing a combination of entrepreneurial expertise, consumer goods and marketing skills, and leadership experience to our board. Two recent members, Dr. Hernandez and Dr. Tan, are experts in the use of real world evidence and artificial intelligence in healthcare, key skills as Resmed continues to expand its digital health offerings built on the twenty three billion nights of sleep we have collected since launching AirSense 10 and AirSense 11 cloud connectable devices. Mr. DelOrefice, elected in November 2024, is the current chief financial officer of BD, and a former senior finance executive at Johnson & Johnson, bringing financial acumen and current experience in strategic mergers and acquisitions to our boardroom.

  46. Diluted Earnings Per Share

    Consistent with its usual practice, in fiscal year 2025 the nominating and governance committee considered whether it would be useful to add an additional board member to reflect the company's evolving competitive landscape. On the recommendation of the chairman of the board, the company engaged a search firm to identify potential board candidates. The company provided guidance on the experience and qualities that candidates should exhibit. The search firm presented an outstanding slate of potential candidates for consideration. Interviews were conducted and the nominating and governance committee recommended the nomination and election of Ms. Nicole Mowad-Nassar to the board. On August 15, 2025 the directors voted to expand the size of the board to twelve, elected Ms. Mowad-Nassar, and nominated her to stand for election at our 2025 annual meeting. Ms. Mowad-Nassar is a senior executive at AbbVie, one of the world’s largest pharmaceutical companies, and now leads its Global Allergan Aesthetics division. Ms. Mowad-Nassar has a unique history with Allergan, integrating it into the larger AbbVie organization after the purchase of Allergan. Her new role leading Global Allergan Aesthetics, one of the most recognized companies in cosmetic medicine, will be important as Resmed builds stronger global connections to primary care physicians and consumers. The board believes that our independent directors represent an ideal balance of tenure. With the recent election of Ms. Mowad-Nassar and the pending retirement of Mr. Sulpizio, seven of our nine independent directors have been on the board for ten years or less; and four of those for less than five years. Only two of our nine independent director nominees have served for more than ten years. We also benefit from the unique view of company history and culture that Dr. Peter Farrell brings to the boardroom. Finally, our two most tenured members -- our founder Peter Farrell and our lead director Ronald Taylor -- represent the vision uniquely held by company founders. Our directors demonstrate a wide range of accomplishments and experience that underscores their effectiveness and reflects Resmed’s commitment to governance. Ms. Burt contributes deep expertise in healthcare finance and strategic transactions. Ms. Gill adds experience in global health and leads the medtech organization most recognized for compliance in the Asia-Pacific region. Mr. De Witte has returned to Europe and is an operating partner at a leading private equity investor in European healthcare companies. Ms. Drexler is a serial entrepreneur and innovator focused on medical technology companies. Dr. Tan contributes leadership in artificial intelligence and digital health based on his leadership role at Microsoft Research, and Dr. Hernandez brings critical insights in health policy, the use of clinical evidence and healthcare delivery informed by decade long role at Google. Together, these directors complement the leadership of Mr. Taylor, and bracket the additional expertise of our new directors, offering strategic guidance to Resmed. In sum, our directors represent a wide range of experience, tenure, and historical connection to our company to strategically guide our continued success. Board Independence Our board has determined that nine of our eleven director nominees are independent as defined under the listing standards of the NYSE, including: Carol Burt, Christopher DelOrefice, Jan De Witte, Karen Drexler, Harjit Gill, John Hernandez, Nicole Mowad-Nassar, Desney Tan, and Ronald Taylor. Those directors are also independent under the standards of the ASX, where our company’s equities are also listed. Our independent board members and their respective family members have no material relationship with us, commercial or otherwise, that would impair director independence. The board also determined that every member of every committee is independent under the NYSE’s listing standards, and that each member of the audit committee and compensation and leadership development committee meets the additional standards for independence for audit committee and compensation committee members required by SEC regulations and NYSE listing standards. On May 18, 2025, Ronald Taylor, our lead director, was recognized by the Wall Street Journal for the quality and effectiveness of his board leadership when he was listed in its Top 250 Board Directors. Mr. Taylor was chosen from among thousands of directors at S&P 500 companies. Using multiple data sources, the Wall Street Journal reportedly evaluated more than a dozen different criteria including leadership, governance, and company performance. Mr. Taylor continues to bring those qualities to our board meetings. The board determined that based on their employment with the company, Peter Farrell and Michael Farrell are not deemed independent: Michael Farrell is chairman of the board and chief executive officer, while Peter Farrell, our founder and chairman emeritus, is a current non-executive employee and the father of Michael Farrell. There were no specific relationships or transactions that required consideration by our board in making its independence decisions. Committee Evolution: the new Compliance, Privacy and Quality committee, and the expanded role of the Compensation and Leadership Development committee In fiscal year 2025 our wholly owned subsidiary, ResMed Corp., completed the requirements of its corporate integrity agreement. Our directors recognized that the company’s investment in compliance has returned substantial benefits for Resmed that our board wanted to preserve. In April 2025 the reach of the former compliance oversight committee was expanded to include oversight of global compliance, privacy and quality, as well as sustainability. The new committee is chaired by Ms. Gill, who has unique experience with global compliance issues as the chief executive officer of APACMed. Ms. Burt, who was formerly chair of both the audit committee and the compliance oversight committee, continues to sit on both committees to provide continuity. Similarly, with a focus on the value that our people bring to our organization, in fiscal year 2025 we expanded the scope of our compensation committee to affirmatively include leadership development. That committee will have oversight of the many programs we use to improve the leadership skills of Resmed employees. Ms. Drexler, who has a keen interest in the development of our people leaders, chairs that committee. Corporate Governance Corporate Governance Highlights

  47. Diluted Earnings Per Share

    | Board Independence | •Non-executive lead director leads board executive sessions •Executive sessions of the independent directors held at each board meeting •Independent board except founder and chairman •Independent committee chairs and committee members | | Board Effectiveness | •Demonstrated commitment to board evolution •Robust director nomination and selection process •Actively seek and include highly qualified candidates •Annual self-assessments of the board, its committees, and each director •Director education sessions at each board meeting | | Strategy, Risk Management and Succession Planning | •Regular corporate strategy review by the board •Risk management oversight by all four committees and the board •Committee and board oversight of sustainability, social and environmental topics •Active board participation in the chief executive officer and executive officer succession planning including establishment of an emergency succession plan •Compensation committee charter expanded to include leadership development | | Further Best Practices | •Majority vote standard in director elections •Proxy access rights in our bylaws refreshed by the board in 2025 •Stock ownership and retention requirements for directors and executive officers •Prohibition of pledging, hedging, and short sales to company stock •Compensation recovery policy exceeding NYSE and SEC requirements •Insider trading and rule 10b5-1 policy •Board oversight of cybersecurity incident response policy •Semi-annual cybersecurity training by Chief Information Security Officer |

  48. Diluted Earnings Per Share

    Board Structure and Operations Board Leadership Structure

  49. Diluted Earnings Per Share

    | | Michael Farrell Chairman of the Board and Chief Executive Officer | | Ronald Taylor Lead Director | | | Carol Burt Chair of Nominating and Governance Committee | | Karen Drexler Chair of Compensation and Leadership Development Committee | | | Harjit Gill Chair of Compliance, Privacy and Quality Committee | | Christopher DelOrefice Chair of Audit Committee |

  50. Diluted Earnings Per Share

    | Independent Board | Fully independent board except chairman of the board and chief executive officer, and founder and chairman emeritus | | Committee Independence | Independent chairs and members of each of the board’s committees – audit, compensation and leadership development, compliance, privacy and quality, and nominating and governance |

  51. Diluted Earnings Per Share

    Our nominating and governance committee and full board evaluate, consider, and decide our board committee leadership and membership annually. During fiscal year 2023, acting on the recommendation of our nominating and governance committee, our board changed the current board leadership structure such that Michael Farrell serves as board chairman and chief executive officer. As a result, Peter Farrell ceased serving as our chairman, a role he had held since 1989, and was given the title of chairman emeritus to recognize his distinguished service as our founder and board chairman. The board has concluded that having Michael Farrell serve as chairman of the board and chief executive officer is the most appropriate leadership structure for us and in the best interests of our stockholders at this time. Combining the two roles is more efficient, creates clear lines of authority, and is consistent with the prevailing practice among medical device companies in the S&P 500. The board believes the advantages described above outweigh any theoretical risks or disadvantages arising from Michael Farrell’s current role as chief executive officer. The board has found him to be an effective leader in setting the board's agenda, encouraging directors to share various viewpoints and raise questions, and facilitating a positive board culture. The connection between the two roles is particularly important when the company faces competitive and operational challenges and opportunities, including our response to the overwhelming demand for our products when a competitor announced a global recall as well as uncertainty associated with the introduction of new medications for weight loss cleared for use with sleep apnea. Michael Farrell is also assisted in board leadership by Ronald Taylor, our lead director, and Carol Burt, the new chair of our nominating and governance committee. The board believes our overall board structure ensures independent oversight. Our independent directors, led by Mr. Taylor, meet in executive session at each board meeting, and our committees are filled entirely by independent directors, enabling the board to fulfill its independent oversight responsibilities. The role of Mr. Taylor as our lead director provides additional governance structure supporting an effective independent board. The primary responsibilities of the lead director are to: •preside over board meetings in the absence of the chairman, including when the performance and compensation of the chairman and chief executive officer is discussed and approved; •preside over executive 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 chairman; •guide the chairman on board meeting agendas and schedules, as well as the information to be presented to the board; and •other duties that may be delegated by the board, independent directors, chairman, or the nominating and governance committee. As lead director, Mr. Taylor keeps Mr. Farrell apprised of issues discussed during the independent sessions of the board. Mr. Taylor regularly consults with Mr. Farrell on matters pertinent to the company and the board. Mr. Taylor discusses with the independent directors any concerns they may have and relays those concerns to the full board, the chairman or members of senior management. As the new chair of the nominating and governance committee, and former chair of both the audit and compliance oversight committees, Ms. Burt has joined the ongoing discussion with Mr. Taylor and Mr. Farrell on the board’s independence, performance and leadership structure. Mr. Taylor's extensive experience and skills as a medical technology founder and chief executive officer, public company board director, and his venture capital experience, combined with Ms. Burt’s extensive public company board, executive and financial management experience in the healthcare insurance and healthcare provider business, compliance and financial expertise, make them very well qualified to serve as the voice of the independent directors engaging with Mr. Farrell. For the reasons discussed above, our board believes the current leadership structure is in our best interests at this time. Our corporate governance guidelines give the board the flexibility to change its leadership. The board will continue to evaluate its leadership structure as our business evolves. Board Committees The board’s committee structure has evolved into four standing committees to assist in the oversight of our affairs: audit; compensation and leadership development; compliance, privacy and quality; and nominating and governance. The charter of each committee is reviewed annually. A copy of the charters and membership of each of these committees is on our website at investor.resmed.com/ We do not anticipate any changes to our committee leadership or assignments through fiscal year 2026.

  52. Diluted Earnings Per Share

    | Committee Leadership The nominating and governance committee reviews and regularly updates its views on the leadership of the board committees in light of skill mix, tenure, and board refreshment. To promote leadership development among our board members, the nominating and governance committee recommended, and the board agreed, to make changes to the leadership of three of our four committees in 2025. Specifically, Ms. Burt was appointed chair of our nominating and governance committee, Mr. DelOrefice was appointed chair of our audit committee, and Ms. Gill was appointed chair of our new compliance, privacy and quality committee. The changes in scope and leadership were approved by the board as part of our overall approach to governance, providing new leadership opportunities to board members, continuity in existing committee membership, and expanding the experience of our board members through service on our committees. Mr. Taylor continues to serve an important role as our lead director, and a member of our nominating and governance, audit, and compliance, privacy and quality committees. As a member of nominating and governance, audit, and compliance, privacy and quality committees, Ms. Burt plays a key role in risk oversight. We believe that as a consequence of our ongoing board evaluation, we have an outstanding mix of seasoned and new board members on each committee, and effective leadership of our committees. |

  53. Diluted Earnings Per Share

    | Chair Christopher DelOrefice Other Members Carol Burt Jan De Witte Harjit Gill Richard Sulpizio* Ronald Taylor Independent: 100% Meetings in Fiscal Year 2025: 8 Fiscal Year 2025 Meeting Attendance: 100% *retiring on November 19, 2025 | Audit Committee Our board has determined that each of the audit committee members is financially literate and independent within the meaning of the current listing standards of the NYSE and SEC applicable to audit committee members. In addition, our board has identified all members of the audit committee as financial experts under the SEC’s requirements. Primary Responsibilities The audit committee’s primary purposes are to assist the board with its oversight responsibilities as set forth in the audit committee charter, including: •management’s conduct of, and the integrity of, our financial reporting; •our systems of internal control over financial reporting and disclosure controls and procedures; and •qualifications, engagement, compensation, independence, and performance of our independent registered public accounting firm. |

  54. Diluted Earnings Per Share

    | Chair Karen Drexler Other Members Harjit Gill Nicole Mowad-Nassar Richard Sulpizio* Desney Tan Independent: 100% Meetings in Fiscal Year 2025: 4 Fiscal Year 2025 Meeting Attendance: 100% *retiring on November 19, 2025 | Compensation and Leadership Development Committee Our board has determined that each of the compensation and leadership development committee members meet the independence requirements for board and compensation committee service under the current listing standards of the NYSE and SEC. Primary Responsibilities The committee’s primary purposes are to: •establish and review the compensation of our executive officers; •oversee management’s decisions regarding our compensation philosophies, practices, and risk; •review of risks associated with our device and software sales compensation; •advise the board on the compensation of directors; and •review and advise on leadership development programs. The committee works with our chief people officer and our global general counsel to gather internal data and solicit management’s recommendations regarding compensation,and development of our leadership team. The committee also communicates directly with our board chair and chief executive officer about compensation recommendations for the six women and seven men on leadership team. In addition, the committee consults with our chief financial officer and his staff regarding the financial impact of certain compensation decisions. The committee determines the compensation for each of our individual executive officers outside the presence of the affected officer. The committee also advises and consults regarding broader executive and employee compensation issues, particularly the structure, effectiveness, and refreshment of our equity plans as set forth in proposals 4 and 5. Independent Consultants During fiscal year 2025, as in prior years, the committee retained a nationally recognized independent consultant, Frederic W. Cook & Co., Inc. (FW Cook). FW Cook is engaged directly by the committee to render advisory services and to serve as the committee’s independent consultant on compensation-related matters for our executives and board. During fiscal year 2025, these compensation matters included: •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 •review of risks associated with our sales compensation; companies included in our peer group for competitive comparisons. During fiscal year 2025, FW Cook did not provide any services other than compensation-related matters for our executives and board. |

  55. Diluted Earnings Per Share

    | | | Director Compensation |

  56. Diluted Earnings Per Share

    | Director | Fees Earned or Paid in Cash(a) | Option Awards(b) | Restricted Stock Units(c) | Other Compensation(d) | Total | | Carol Burt | $106,810 | | $259,909 | | $366,719 | | Jan De Witte | $70,000 | | $259,909 | | $329,909 | | Christopher DelOrefice | $53,000 | | $324,745 | | $377,745 | | Karen Drexler | $90,000 | | $259,909 | | $349,909 | | Peter Farrell | $70,000 | $129,977 | $130,075 | $343,215 | $673,266 | | Harjit Gill | $73,190 | | $259,909 | | $333,099 | | John Hernandez | $70,000 | | $259,909 | | $329,909 | | Richard Sulpizio | $85,000 | | $259,909 | | $344,909 | | Desney Tan | $70,000 | | $259,909 | | $329,909 | | Ronald Taylor | $110,000 | | $259,909 | | $369,909 |

  57. Diluted Earnings Per Share

    (e)The following table sets forth the number of options (both exercisable and unexercisable) and both RSUs and deferred RSUs held by each of our non-employee directors and Dr. Farrell as of June 30, 2025, the end of fiscal year 2025:

  58. Diluted Earnings Per Share

    | Director | Options outstanding at fiscal year end | Restricted stock units outstanding at fiscal year end | Deferred restricted stock units outstanding at fiscal year end | | Carol Burt | 0 | 0 | 1,083 | | Jan De Witte | 0 | 1,083 | 0 | | Christopher DelOrefice | 0 | 267 | 1,083 | | Karen Drexler | 10,467 | 0 | 1,083 | | Peter Farrell | 14,605 | 542 | 0 | | Harjit Gill | 0 | 1,083 | 0 | | John Hernandez | 2,575 | 1,083 | 0 | | Richard Sulpizio | 0 | 1,083 | 0 | | Desney Tan | 0 | 1,083 | 0 | | Ronald Taylor | 0 | 1,083 | 0 |

  59. Table of Contents

    | Grants of Plan-Based Awards | 77 | | Outstanding Equity Awards at Fiscal Year-End | 79 | | Option Exercises and Stock Vested | 82 | | Nonqualified Deferred Compensation | 82 | | Potential Payments on Termination or Change of Control | 84 | | Chief Executive Officer Pay Ratio | 88 | | Pay versus Performance | 89 |

  60. Other NEOs FY25 Compensation Summary

    Other NEOs FY25 Compensation Summary Cash Incentive Compensation A significant portion of our executives’ cash compensation is at-risk and tied to the achievement of pre-established short-term corporate financial objectives through annual cash incentives that our corporate officers earn based on achieving our board approved 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 for our chief executive officer and named executive officers. Additionally, Mr. Ghoshal had 50% of his incentive opportunity tied to achieving set goals for the same metrics at the Residential Care Software business unit level and the remaining 50% tied to the corporate goals. All payouts are determined in accordance with these objective performance metrics. For fiscal year 2025, named executive officer payouts ranged from 102.26% (for those tied solely to corporate performance) to 105.5% (for Mr. Ghoshal) of target cash incentive opportunity, with no discretion applied to the amount paid; demonstrating our strong performance. With Mr. Ghoshal’s voluntary departure from the company, and the further streamlining of the leadership structure of our residential software business, our executive team will have the same measures for short term incentive compensation—adjusted net sales and adjusted operating profit.

  61. Other NEOs FY25 Compensation Summary

    | Goal | Target performance (in millions) | Actual performance (in millions) | % of goal achieved | % of payout earned (before weighting) | | Corporate adjusted net sales | $5,129 | $5,137 | 100.16% | 100.54% | | Corporate adjusted net operating profit | $1,828 | $1,847 | 101.04% | 103.47% | | Corporate weighted earnout - 102.00% | | | | | | Residential Care Software adjusted net sales | $647 | $641 | 99.13% | 97.09% | | Residential Care Software adjusted net operating profit | $192 | $205 | 106.28% | 120.93% | | RCS and Corporate combined weighted earnout - 105.50% | | | | |

  62. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.” We set challenging goals for our executives for fiscal year 2025. Fiscal year 2025 cash incentive plan target goals were higher than fiscal year 2024 actual performance and fiscal year 2024 target goals, despite a challenging operating environment created by continued evolution of our global operating model, global trade disruption and the uncertainty associated with the introduction of new medicines approved to treat obesity with OSA. Our short-term incentive goals are aligned with our internal budget as approved by our board in August, and as adjusted per plan parameters. Long-Term Equity Incentive Compensation Our equity program design is balanced, with 50% of grant value in long-term performance units and 50% in shorter term performance targets, providing a direct link with the short and long-term interests of our stockholders. Our fiscal year 2025 equity program is illustrated below:

  63. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | | | 25% PSUs earned based on performance (absolute TSR) | | PSUs, vesting after four years, unless accelerated for performance after three years, based on TSR | | Long-term incentive grant value | | 25% PSUs earned based on performance (relative TSR) | | PSUs, vesting after three years, based on relative TSR performance against S&P 500 index peer group | | | | 50% time-vested options and/or RSUs based on threshold performance | | Choice of options, RSUs, or a 50/50 split, vesting ratably over three years. RSUs earned based on adjusted net operating profit targets. |

  64. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The grant date for our RSU awards and the commencement of the performance period is the date of the annual stockholder meeting. Fiscal 2025 options were granted shortly after the Form 8-K filing with the SEC which included the results of the vote at the 2024 annual stockholder meeting. Relative TSR performance measure with challenging targets over a three-year performance period adopted commencing with fiscal year 2024 PSU Program. Commencing with the grants made in November 2023, one half of PSUs awarded, or 25% of total equity award value for each fiscal year, is based on our relative TSR performance as compared to the TSR performance of the S&P 500 Index companies over a three- year performance period. Payout ranges from 45% to 200% of target PSUs granted, with threshold relative TSR performance at the 30th percentile resulting in 45% payout, target relative TSR performance at the 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. No payout occurs for below threshold performance. Absolute TSR PSUs, with challenging TSR targets. Half of the PSUs granted in fiscal 2024 and fiscal 2025, and all PSUs granted for prior years, may only be earned based on minimum annual growth of our absolute TSR on the NYSE that exceeds 5%, with a target earnout set at 10% compounded annual returns, as set forth in the table below.

  65. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | TSR Requirements | Annual Base TSR | Cumulative 4-year TSR | Accelerated Cumulative 3-Year TSR | Payout Percentage of Target Shares Granted | | Below threshold | Below 5% | Less than 21.6% | Less than 15.8% | 0% | | Threshold | 5% | 21.6% | 15.8% | 50% | | Target | 10% | 46.4% | 33.1% | 100% | | Maximum(a) | 15% | 74.9% | 52.1% | 200% |

  66. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Maximum earnout is 225% for outstanding PSU grants made in fiscal year 2022. Annual awards granted since November 2022 have a maximum earnout capped at 200% of target PSUs to align with the interests of our stockholders and US peer practices. Our Absolute TSR PSU program design encourages accelerated achievement of targeted growth by including an additional feature whereby 25% of the target Absolute TSR PSUs (representing less than 7% of the executive's total fiscal year award) may be earned and banked if, during the first three years, at the end of any fiscal quarter, cumulative TSR since grant is equal to or greater than 33%, which is the required minimum performance for payout at target after three full years. The banked portion of the PSUs awards is paid at the end of the three-year vesting period and counts against actual awards earned based on performance at the end of the entire performance period. Once the banking condition is met, no additional banking may occur. The PSUs that may be earned based on our relative TSR performance do not have any banking feature. The committee believes this PSU design closely aligns with actual stockholder experience, mitigates for point-to-point stock price volatility, provides a strong retention mechanism, and rewards long-term value creation for our stockholders. PSU Payout Tracking Demonstrates Strong Alignment with Our Stockholders. Recovery of long-term stockholder value and impact on Absolute and Relative TSR PSUs. Our stock price fluctuated over the fiscal year, yet continues to improve. Our stock price increased to $258.00 as of June 30, 2025, from $191.42 as of the previous fiscal year close. As a result of our stock price performance over the full four-year performance period of the outstanding Absolute TSR PSUs granted in November 2020 (fiscal year 2021), those PSUs were forfeited after the performance period ended in November 2024 when the stock price was $241.55 (25% of the award had been banked and distributed in fiscal year 2024 as disclosed previously).

  67. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named Executive Officer | Forfeited number of Fiscal 2021 PSUs outstanding at end of four-year performance | | Michael Farrell | 13,406 | | Bobby Ghoshal | 2,089 | | Justin Leong | 1,916 | | Michael Rider(a) | 0 | | Brett Sandercock | 3,482 |

  68. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Mr. Rider was not granted PSUs prior to his promotion on July 1, 2023. Current Status of Fiscal 2022, 2023, 2024 and 2025 Absolute and Relative TSR PSUs. The table presented below provides the estimated payout of our outstanding Absolute and Relative TSR Performance awards based on our closing stock price of $258.00 on June 30, 2025, the last trading day of fiscal year 2025, if the applicable stock price at the end of their performance periods is equal to our ending fiscal 2025 stock price. The Absolute TSR PSUs awards for fiscal years 2022, 2023, and 2025 would result in no payout, the Absolute TSR PSU awards for fiscal 2024 would result in maximum payout, and all other PSUs track to payout between target and maximum. Based on our stock price improvement to $275.61 as of the record date, September 23, 2025, fiscal years 2023 and 2025 Absolute TSR PSUs would result in payout between 50% and 100%. These estimated potential payout results for our Absolute TSR PSUs further illustrate our focus on tying at-risk pay to stock price performance and aligning with our global stockholder interests.

  69. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Fiscal Year | PSU Grant Date | Starting Price | TSR | 25% of Absolute TSR PSUs Earned and Banked | Estimated Tracking for Achievement Based on (June 30, 2025) Stock Price of $258 | | 2022 | November 18, 2021 | $263.16 | Absolute | No | 0% | | 2023 | November 16, 2022 | $224.58 | Absolute | No | 0% | | 2024 | November 16, 2023 | $148.90 | Absolute | Earned June 2024 subject to vesting | 200% | | 2024 | November 16, 2023 | $148.90 | Relative | Not applicable | 182% | | 2025 | November 20, 2024 | $241.55 | Absolute | No | 0% | | 2025 | November 20, 2024 | $241.55 | Relative | Not applicable | 125% |

  70. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    Compensation Governance Best Practices Our compensation and leadership development committee, assisted by its independent compensation consultant, continuously monitors emerging best executive compensation practices, particularly at our US peer companies. As part of this review, and also based on communications with our stockholders, during fiscal year 2025, we 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. Our best in class compensation recovery policy, effective as of October 2, 2023, provides for the recovery of incentive compensation from our executive officers and other senior management consistent with NYSE rules. See “Clawback Policy,” above. •Stock ownership and holding guidelines. We maintain robust stock ownership guidelines, requiring our chief executive officer to hold stock valued at 600% of salary and our other named executive officers to hold stock valued at 300% of salary. These requirements are consistent with US public company practices. •Double-trigger equity acceleration. In our change of control agreements, accelerated vesting of time-vested equity occurs only if a named executive officer's employment is terminated under specified circumstances within six months before or one year after a change of control. •No general 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 in connection with 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. In fiscal year 2025 we reviewed our change in control agreements from top to bottom, revising them to align with best practices of our peers, and eliminated from the cash severance benefit calculation the value of annual retirement plan contribution amounts unless required by applicable local law. •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 who reach these milestones. •Pledging and hedging prohibited. We have a policy prohibiting our officers and directors from hedging or pledging their Resmed stock. See “Pledging and Hedging,” above. •Equity awards do not include dividends. No dividends accrue or are paid on our outstanding equity awards. •Adoption of 10b5-1 plans. We encourage our named executive officers and board members to use 10b5-1 plans whenever they want to engage in any stock sales. Information on the use of those plans by that group is included in our quarterly statements and in our annual report on form 10K. Impact of Dual Market Listing and Say-on-Pay Results Market-competitive compensation and balancing US and Australian pay practices. The compensation and leadership development committee reviews benchmark data, but does not target a specific benchmark level. The committee's 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. This is critically important given that we are headquartered in the US, the majority of our sales come from the United States, and the majority of our officers work and reside in the US. One of the continued foundations of our Resmed 2030 strategy, as reflected in our global operating model, is to attract, retain and motivate high-performing, well-rounded, and entrepreneurial people driving value for our stockholders, which we believe requires providing total direct compensation for executives that is at least near the median of the US market and conforms to US market compensation best practices. Our US-based pay philosophy results in executive compensation that is different than the model for companies organized and trading only in Australia, with our company using 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 a mix of relative and absolute TSR PSUs and 50% executive RSUs tied to shorter term targets and also requiring three years of service for full vesting. Historical strong say-on-pay results. At our annual meeting held in November 2024, our stockholders voted to approve, on an advisory basis, the fiscal year 2024 compensation of our executive officers, with approximately 84% of the shares that voted on this proposal voting in favor of our executive compensation. The 84% support was a slight increase from the approximately 82% approval in November 2023, but below our historical approval rate of about 90%. We believe our dual US and Australia stockholder base affects our say-on-pay support in a manner that does not apply to any of our US competitors. There is a desire by some Australian stockholders that the compensation of our executive team should reflect the local Australian labor market, rather than the US market where Resmed is incorporated, regulated, competes for talent, and where most of our senior leadership team members reside. Historically, approximately 70% of our stockholders held stock on the NYSE and 30% on ASX. Around September of 2023, we saw the ownership move to approximately 60% NYSE ownership and 40% ASX ownership. We believe that the increase in the relative percentage of Australian ownership resulted in the decrease in say-on-pay support from prior historical levels due to the differences in compensation market practices described above. We believe that our current compensation structure is incentivizing the right behavior, aligns pay with performance, and results in long-term value creation for our stockholders in both the US and Australia. Recent TSR strength reflects our fiscal year 2025 financial and operation execution in a challenging environment. At risk compensation, such as our PSUs, is not paid when we do not perform. Compensation Decision-Making Process Compensation and Leadership Development Committee Role The compensation and leadership development 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 level officers (including our named executive officers) that report to our chief executive officer. The board has determined that all members of the compensation and leadership development committee are independent directors under NYSE standards.

  71. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The committee also reviews our peer group, our executive benefits and perquisites, our equity pay practices, our director compensation, the independence of its advisors, and the risks related to our compensation programs, on an annual basis. The committee regularly considers supplemental compensation policies and practices such as change of control, severance, and retirement. For example, a review in fiscal year 2025 resulted in amendments to our change in control agreements to reflect market approach on retirement benefits. Timing of decisions and equity grants The committee reviews and sets our executive officers’ cash compensation, sets the terms of our cash incentive plan, and approves equity award grant values in August following fiscal year-end. Any changes to cash compensation and proposed equity grants are generally communicated by our chief executive officer to his team in November- to align with our with our annual stockholder meeting date in November. Cash pay increases are effective on December 1. Historically, the company’s practice was to make annual equity award grants to directors, named executive officers and non-executive management effective on the date of the annual stockholders meeting. Given our traditional earnings release date in late October or early November, the stockholders meeting grant date typically occurs in an open trading window after release of material non-public information. The stockholders meeting date is set several months in advance, providing further transparency and objectivity to the process. In light of the new disclosure requirements under Item 402(x) of Regulation S-K, and to avoid any concern that the Form 8-K setting forth stockholder votes at the annual stockholders meeting would be deemed material, commencing with the fiscal 2025 equity awards, the company delayed the annual equity award grant of stock options to two business days after the publishing of the annual meeting voting results on Form 8-K. In fiscal year 2025 the RSUs were granted on the date of the annual stockholders meeting, and stock options were not granted until two business days after publishing annual meeting voting results on Form 8-K. Mr. Farrell elected to receive 50% stock options and 50% RSUs for the portion of his annual award that was not PSUs. All other named executive officers elected to receive 100% performance based RSUs. Our equity grant practice is that the granting of incentive awards for promotions, new hires, and other special situations must be properly approved before the grant date, and the grant date is to occur on the first business day of the month after the promotion, new hire, or other special situation. Commencing with fiscal year 2025, the company no longer provides the choice of stock option grants to any new executives upon promotion or hire so as to reduce the likelihood that an option grant could fall into a window surrounding a public filing. Resmed’s practice follows the prevailing governance norm of ensuring stock option strike prices reflect the fair market value on the actual grant date, aligning with both US regulatory requirements such as IRS Section 409A and SEC rules, the standards recommended by proxy advisors in the US and Australia, and with the expectations of Australia’s ASIC and ASX governance framework emphasizing transparency, market integrity, and fair practice in equity compensation. Independent Compensation Consultants In making its compensation 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 consultant regarding each element of compensation. The committee also 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. During fiscal year 2025, the committee reviewed market practices and benchmark data from FW Cook, Resmed’s and our executives’ relative performance, and the recommendations of its consultant. FW Cook further advised the committee regarding long-term incentive design practices and alternatives, as well as peer group equity practices. In addition to FW Cook, management retained Infinite Equity, Inc. to advise on valuing performance results of both our relative and absolute PSUs and to assist with new SEC disclosure requirements. The committee also considered the experience and knowledge of committee members regarding compensation practices for comparable positions at other companies. Although the committee considers various sources of information and recommendations, ultimately, of course, the committee relies on its own independent judgment. 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 refers to competitive analyses prepared by FW Cook, which review each position against third-party compensation survey data and/or peer group officer pay data. The US peer companies are medical device or medical technology companies generally within one-quarter and four times the size of our revenue and market capitalization, with Resmed positioned within a reasonable distance from the median. The committee periodically reviews the composition of the peer group and the criteria and data used in compiling the list and considers modifications to the group. In February 2024, before making fiscal year 2025 compensation decisions, the committee reviewed the existing US peer group and did not recommend any changes for fiscal year 2025. As a result, the following 19 companies comprised the US peer group that informed our fiscal 2025 compensation decisions:

  72. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | US Peer Group | | | Agilent Technologies, Inc. | Hologic Inc. | | Align Technology, Inc. | IDEXX Laboratories, Inc. | | Baxter International, Inc. | Illumina, Inc. | | Bio-Rad Laboratories, Inc. | Intuitive Surgical, Inc. | | Boston Scientific | Mettler-Toledo International Inc. | | Charles River Laboratories International, Inc. | Revvity, Inc. | | The Cooper Companies Inc. | STERIS plc | | Dentsply Sirona Inc. | Teleflex Incorporated | | Dexcom, Inc. | Waters Corporation | | Edwards Lifesciences Corp. | |

  73. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The committee believes that this peer group reflected a reasonable cross-section of our labor market for talent and included companies that our investors might consider in determining the reasonableness of our pay and alignment of our pay with our performance. From time to time, the committee also considers compensation data analyzed by FW Cook regarding similarly-sized ASX-traded publicly listed companies for our Australia-based chief financial officer, and for other executives based in Australia, as well as for our chief executive officer. The committee considers but generally gives less weight to the Australian market data because the ASX peer group is less comparable to Resmed in size and product offerings, and because Resmed compensates senior executives and directors on a US-style pay model, which is structurally and quantitatively different from the typical practices of companies in the ASX peer group, but consistent with its US peers and other companies traded on the NYSE. As a result, the committee did not perform a detailed review against Australian companies for fiscal year 2025. When it was last reviewed in February 2024, the committee considered the existing Australian peer group, and maintained all 15 following Australian peer group companies from the prior year:

  74. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Australian Peer Group | | | Amcor | REA Group | | Aristrocrat Leisure | Reece Limited | | Brambles | Sonic Healthcare | | Cochlear Limited | Seek Limited | | CSL Limited | Telstra | | Fisher & Paykel Healthcare Limited | Transurban | | James Hardie Industries PLC | Xero | | Ramsay Healthcare | |

  75. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    At the time the Australian companies were reviewed, Resmed was above the 75th percentile in market capitalization compared to our Australian peer group, and approximately at the median in trailing twelve-months’ revenue. The committee determined, in part based on the recommendation of FW Cook, to keep the same peer group for continuity and given the limited number of alternative Australian companies. Compensation Risk Assessment During fiscal year 2025, the compensation and leadership development committee reviewed our compensation programs, policies and practices for executives as well as for all employees, including sales employees, to evaluate whether the policies or practices present an environment that would facilitate excessive risks or behaviors. The committee was assisted in its various compensation reviews by advice from its independent compensation consultant. The committee believes that our programs, policies and practices are not reasonably likely to have a material adverse effect on our company. The committee believes that the structure and design of the programs do not create incentives to take on too much risk, and that we have policies in place to mitigate risk-taking and support a long-term orientation. These conclusions are supported by the combination of controls and considerations used in our compensation program, including the annual review of the program, blend of short-term, long-term, and incentive-based compensation, the use of performance-based targets and evaluations, oversight of the programs by the committee and senior management, hold back and clawback provisions, and caps on payouts in certain circumstances. The committee believes incentive arrangements encourage behaviors aligned with the long-term interests of stockholders. Fiscal Year 2025 NEO Compensation 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. We typically review annual salary adjustments for our named executive officers each August with an effective adjustment date in December of each year. For fiscal 2025, after consideration of market data, the committee approved the following salary increases ranging from 3% to 10% in order to maintain base salaries at levels competitive to our US peer group. The table below shows the base salaries for our named executive officers. For Mr. Leong and Mr. Sandercock, who are based in Australia, the amounts shown in the table below represent the US dollar equivalent of their non-US dollar-denominated salaries, which is impacted by currency fluctuations. We believe that year-to-year currency fluctuations make the constant currency increases most meaningful for officers residing outside the US.

  76. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named Executive Officer | Fiscal Year 2025 Base Salary | Fiscal Year 2024 Base Salary | Constant Currency Percentage Increase From 2024 to 2025 | | Michael Farrell | $1,235,000 | $1,185,000 | 4.2% | | Chief executive officer | | | | | Bobby Ghoshal | $660,000 | $640,000 | 3.1% | | Chief commercial officer - Residential Care Software | | | | | Justin Leong | $681,256(a) | $686,289(a) | 5.0% | | Chief product officer | AUD 1,067,600 | AUD 1,016,800 | | | Michael Rider | $515,000 | $500,000 | 3.0% | | Global general counsel and secretary | | | | | Brett Sandercock | $488,229(a) | $491,836(a) | 10.0% | | Chief financial officer | AUD 801,600 | AUD 728,700 | |

  77. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)These amounts reflect the exchange rate we used in setting our budget for the respective fiscal year. The exchange rate used for 2025 was approximately AUD:USD 1 to 0.67, and the exchange rate for 2024 was approximately AUD:USD 1 to 0.6749. The committee approved base salary in local currency. 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 and strategies. The program is intended to motivate our management team to execute on our business goals, to exceed 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 pro-rata 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 2025, the committee reviewed data for the 50th, 60th, and 75th percentiles of the peer group. For fiscal year 2025, the committee made no change to the target short-term incentive opportunity for our named executive officers, which range from 60% to 135%, as the committee determined such levels continued to be competitive with our peer group, except that the committee increased our chief executive officer’s target bonus percentage from 130% to 135% of his base salary in response to market movement. The committee believes it best to balance overall enterprise financial performance, while aligning incentives of the executive leadership team to promote cooperation. Mr. Ghoshal’s short-term incentive also reflected specific responsibility for the residential care software business unit. The performance measures and their weighting by named executive officer for fiscal year 2025 were:

  78. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | 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 | | Bobby Ghoshal | 25% | 25% | 25% (RCS) | 25% (RCS) | | Justin Leong | 50% | 50% | 0 | 0 | | Mike Rider | 50% | 50% | 0 | 0 | | Brett Sandercock | 50% | 50% | 0 | 0 |

  79. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The payout structure for our short-term cash incentive program has remained the same for several years although the goals are updated and have increased each year to align with the annual business plan. Amounts earned are based on achieving pre-established goals for each performance metric, applied to each metric individually, as described in the following table. Payouts are expressed as a percentage of short-term incentive opportunity for that performance metric. Performance between the achievement levels is paid based on linear interpolation. The committee has established a cap on the maximum short-term incentive total payout at 200% of each officer’s target short-term incentive opportunity, with no payout on a performance measure if performance is less than 85% of target goal for that measure.

  80. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | No Payout | 50% Payout | 100% Payout | 150% Payout | 200% Payout | | <85% of goal | 85% of goal | 100% of goal | 115% of goal | ≥130% of goal |

  81. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The committee approves the actual short-term incentive amounts for executive officers under these criteria after the end of the fiscal year, and after reviewing our financial data and performance. Subject to the requirements of local law, the committee has approved a practice that if an executive officer voluntarily separates employment after the completion of the fiscal year, but before the date of payment, we are not contractually obligated to pay the applicable short-term incentive award. The goals and actual performance for each of the metrics for the 2025 fiscal year that ended on June 30, 2025, are listed below:

  82. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | 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 | | 4,359 | | 5,129 | | 6,667 | | 5,137 | 100.16% | 100.54% | | Adjusted operating profit | | 1,554 | | 1,828 | | 2,376 | | 1,847 | 101.04% | 103.47% | | Total achieved after weighting | | | | | | | | | | 102.00% | | (50% each) | | | | | | | Farrell, Leong, Rider and Sandercock | | | | | Residential Care Software business adjusted net sales | | 550 | | 647 | | 841 | | 641 | 99.13% | 97.09% | | Residential Care Software business adjusted operating profit | | 164 | | 192 | | 250 | | 205 | 106.28% | 120.93% | | Total achieved after weighting | | | | | | | | | | 105.50% | | (25%-25%-25%-25%) | | | | | | | | | | Ghoshal |

  83. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    We set challenging goals for fiscal year 2025. Each of our target goals for fiscal year 2025 required growth over the prior fiscal year actual performance. The continued demand for our sleep devices and growth in our Residential Care Software business drove improvement in our sales along with improvement in our operating profit created by procurement, manufacturing and logistics efficiencies in fiscal year 2025. Our fiscal year 2025 adjusted net sales (adjusted for committee-approved plan calculations) target of $5,129 billion represents 8.7% growth over our actual adjusted net sales of $4.720 under the plan for fiscal year 2024. Our actual fiscal year 2025 adjusted net sales growth performance (adjusted for committee-approved plan calculations) was 8.8%, from $4,720 billion in fiscal year 2024 to $5,137 billion in fiscal year 2025, resulting in 100.54% of target opportunity earned for this metric before weighting. Our fiscal year 2025 target for adjusted operating profit target of $1.828 billion represented 17.0% growth over our actual adjusted operating profit of $1.563 billion under the plan for fiscal 2024. Our actual adjusted operating profit performance (adjusted for committee-approved plan calculations) increased by 18.2%, from $1,563 billion in fiscal year 2024 to $1.847 billion in fiscal year 2024, resulting in 103.47% of target opportunity earned for this metric before weighting, reflecting our improved cost discipline and accelerated profitability, both of which were a focus of our executive team and a benefit our stockholders. Incentive Plan Adjustments The short-term incentive targets are set when our internal forecasts and budget for the full fiscal year are finalized and approved by the board, which for fiscal year 2025 occurred in August 2024. 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.

  84. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | STI Metric and Adjustment(s) | Amount (000's) | | Net sales (GAAP) | $5,146,327 | | use budgeted exchange rates | $(898) | | exclude sales from unbudgeted acquisitions | $(8,461) | | Adjusted net sales | $5,136,969 | | Operating profit (GAAP) | $1,685,365 | | exclude stock-based compensation | $91,661 | | exclude amortization of acquired intangibles | $77,389 | | exclude acquisition-related costs | $1,017 | | exclude masks with magnets field safety notification expenses | $(1,512) | | use budgeted exchange rates | $(7,161) | | Adjusted operating profit | $1,846,760 |

  85. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The following table shows the 2025 fiscal year cash incentives at target and as earned. All actual short-term incentive payments were funded in accordance with the pre-established formulas prorating the actual target bonus amount based on the effective period of the compensation components within the fiscal year, with any base salary and target bonus increases effective on December 1st; there was no discretionary or individual adjustment by the compensation and leadership development committee.

  86. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | 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 | 133%(a) | $1,614,396 | $1,646,743 | 102% | | Bobby Ghoshal | 80% | $521,328 | $550,001 | 105.5% | | Justin Leong | 80% | $541,651 | $552,478(b) | 102% | | Michael Rider | 60% | $305,247 | $311,363 | 102% | | Brett Sandercock | 80% | $399,192 | $407,171(b) | 102% |

  87. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Mr. Farrell received a 5% increase to the short-term incentive target effective December 2024. This percentage reflects the effective rate over the fiscal year. (b)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 2025 average annual exchange rate of approximately AUD:USD 1 to 0.64703. In August 2025 the committee approved a short-term incentive program for the named executive officers for fiscal year 2026 that continues the current program design with no structural changes. Long-Term Incentive Equity Award Program

  88. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | | | 25% PSUs earned based on performance (absolute TSR) | | PSUs, vesting after four years, unless accelerated for performance after three years, based on TSR | | Long-term incentive grant value | | | | | | | | 25% PSUs earned based on performance (relative TSR) | | PSUs, vesting after three years, based on relative TSR performance against S&P 500 index peer group | | | | 50% time-vested options and/or RSUs based on threshold performance | | Choice of options, RSUs, or a 50/50 split, vesting ratably over three years. RSUs earned based on adjusted net operating profit targets. |

  89. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    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 comprised of Absolute TSR PSUs and Relative TSR PSUs (with a 50/50 split), and the remaining 50% in performance-based executive RSUs and/or stock options with vesting over three years. 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. During fiscal year 2025, we continued to grant PSUs for 50% of the annual equity value for executive officers, and to provide named executive officers the choice to select whether the balance of their equity awards would be entirely in the form of stock options, entirely in executive RSUs (subject to performance measures) or evenly split (in value) between the two. The combined availability of options and RSUs gives our executives the opportunity to balance the incentive award in a manner that suits their particular risk profile and their own preferences in financial or tax planning in US and non-US jurisdictions. We do not pay dividends or dividend equivalents on any of our unvested or unearned equity awards. Fiscal Year 2025 Equity Grant Values Each year the committee establishes equity grant values with the number of PSUs, RSUs, and/or stock options determined by the per share grant date values computed under Financial Accounting Standards Board Accounting Standards Codification Topic 718 as determined by an independent consultant. 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 2025, the committee reviewed peer company data to determine competitive equity award values, at the median, 60th, and 75th percentiles, for each officer’s 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 as well as their experience in their role, and expected future contributions. Taking all those factors into account, the committee approved increased 2025 equity grant values as follows: •our chief executive officer received a 4.5% increase, which was informed by company performance in 2024, and to maintain the market competitiveness of his equity compensation; •our chief financial officer received a 13% increase, to align with comparable market values; •our chief commercial officer-Residential Care Software received a 4.3% increase, to align with comparable market values; •our chief product officer received an 8.3% increase, to align with comparable market values; and •our global general counsel received a 7.7% increase, to align with comparable market values. The following table sets forth annual equity grant values provided to our named executive officers in fiscal year 2025 (compared to fiscal 2024), as well as the elections made by our named executive officers regarding the form of award to receive for fiscal 2025.

  90. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named Executive Officer | Prior Year Approved Grant Value | Fiscal Year 2025 Approved Grant Value | Percentage of Grant Value in Performance-Based Stock Units(a) | Percentage of Grant Value in Stock Options | Percentage of Grant Value in Restricted Stock Units | | Michael Farrell | $11,200,000 | $11,700,000 | 50% | 25% | 25% | | Bobby Ghoshal | $2,300,000 | $2,400,000 | 50% | 0% | 50% | | Justin Leong | $2,400,000 | $2,600,000 | 50% | 0% | 50% | | Mike Rider | $1,300,000 | $1,400,000 | 50% | 0% | 50% | | Brett Sandercock | $2,300,000 | $2,600,000 | 50% | 0% | 50% |

  91. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Performance stock units were comprised of 50% of the award based on absolute TSR and 50% on relative TSR. Terms of Performance Stock Units Program design. Equity grants to named executive officers during fiscal year 2025 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 as compensation for that same fiscal year. The PSUs for fiscal year 2025 were granted in November 2024 with 50% of the PSUs granted being earned based on our TSR performance relative to the TSR of the S&P 500 Index companies over a three-year performance period and the remaining 50% of PSUs being earned based on our absolute TSR performance. Absolute TSR PSUs. Absolute TSR PSUs are earned and cliff vest after the fourth anniversary of the grant based on our absolute TSR performance during that four-year period, with an opportunity to accelerate payouts after year three if TSR performance is at or above threshold TSR for the three-year performance period, as shown in the table below. If there is acceleration for TSR performance to three years at any level of payout, then the PSU performance period is complete and there is no opportunity to earn additional shares after the end of the accelerated three-year period. Since the adoption of this PSU structure in 2015, PSU grants made through fiscal year 2020 were earned based on performance at the end of the three-year performance period. Importantly, as described below, and demonstrating the alignment between our executives and our stockholders, the PSUs granted in November 2020 (fiscal year 2021), other than the 25% previously earned and banked PSUs which were paid in November 2023, did not achieve the required goals for an accelerated three-year payout and were eligible to be earned in November 2024 and did not pay out at that time. The share price at the grant date (in November) is used as the starting point for the TSR calculation, and a trailing 30 trading-day average share price is used to calculate the share price at the end of each performance period.

  92. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | TSR Requirements | Annual Base TSR | Cumulative 4-year TSR | Accelerated Cumulative 3-year TSR | Payout Percentage of Target Shares Granted | | Below threshold | Below 5% | Less than 21.6% | Less than 15.8% | 0% | | Threshold | 5% | 21.6% | 15.8% | 50% | | Target | 10% | 46.4% | 33.1% | 100% | | Maximum(a) | 15% | 74.9% | 52.1% | 200% |

  93. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)The maximum payout was changed from 225% to 200% commencing with grants made in November 2022. Shares earned between these achievement levels are based on linear interpolation. The program has several features to minimize the impact of daily volatility and point-to-point variation, and to encourage accelerated achievement of absolute TSR goals. A 30 trading-day average price is used to measure performance at the end of the period. If cumulative absolute TSR is 15.8% or greater after three years, representing 5% annual growth required for threshold performance, then threshold is earned, with interpolation for three-year cumulative TSR between approximately 16%, 33%, and 52%, as shown in the chart above. If, during the first three years, cumulative TSR after grant is greater than 33.1% at the end of any fiscal quarter, representing target performance after three years, then 25% of the target award would be deemed earned, is banked, and paid out at the end of year three, even if performance at the end of year three is below the three-year threshold. The banking can only occur once, and any final payout would be net of the banked amount. The rationale for banking this relatively small (7% of the overall value of the equity grant) payout that remains unvested until year three is to retain award holders for at least three years while rewarding targeted stockholder value creation, when stockholders have had the opportunity to realize a minimum level of 33.1% TSR in a short time. Relative TSR PSUs. Commencing with the fiscal 2024 grants, 50% of the PSUs granted 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 can range from 45% to 200% of target PSUs granted, with threshold relative TSR performance at the 30th percentile resulting in a 45% payout, target relative TSR performance at 60th percentile resulting in 100% payout, and relative performance at 95th percentile or better resulting in 200% payout; provided, however, that if our absolute TSR is negative, then payout of Relative TSR PSUs cannot exceed 100% regardless of relative percentile performance. No payout is earned for below threshold performance. Shares earned between threshold and maximum achievement levels are based on linear interpolation. A 30 trading-day average price is used to measure performance at the end of the period. There is no banking feature with the Relative TSR PSUs. Our executives’ PSU grants are aligned with the interests of our stockholders. The Absolute TSR PSUs granted in November 2020 (fiscal year 2021), other than the 25% previously earned and distributed in fiscal year 2024, did not achieve the required goals for the four-year performance period ending in November 2024. The limited pay-for-performance outcome after the fourth year continues to align pay delivery with performance, with no discretionary adjustments by the committee. Our named executive officers did not earn the remaining shares from the fiscal 2021. Absolute TSR PSU grants as shown in the table below.

  94. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named Executive Officer | Forfeited number of Fiscal 2021 PSUs outstanding at end of four-year performance | | Michael Farrell | 13,406 | | Bobby Ghoshal | 2,089 | | Justin Leong | 1,916 | | Michael Rider(a) | 0 | | Brett Sandercock | 3,482 |

  95. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Mr. Rider was not granted PSUs prior to his promotion on July 1, 2023. Our stock price performance over the fiscal year from $191.42 on June 30, 2024 to $258.00 on June 30, 2025 created growth in shareholder value and improved the likelihood of potential payouts for performance based awards granted. Absolute TSR performance awards issued in fiscal years 2022, 2023 and 2025 have insufficient growth since the grant date such that no payouts would occur if the share price at the end of their applicable performance periods is equal to our June 30, 2025 stock price. All other performance awards based on absolute and relative TSR would payout between 125% and 200%, if the share price at the end of their applicable performance periods is equal to our June 30, 2025 price. Twenty-five percent of fiscal 2024 Absolute TSR PSUs were earned at target and have been banked as of the quarter ending June 30, 2024. Banked awards are vested at the end of the three-year performance period. While some performance awards currently track to payout over target due to our stock price, the potential no-payout results for awards issued in fiscal years 2022 through 2025 illustrate our focus on tying at-risk pay to stock price to align with stockholders holding ownership over the long term.

  96. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Fiscal Year | PSU Grant Date | Starting Price | TSR | 25% of Absolute TSR PSUs Earned and Banked | Estimated Tracking for Achievement Based on (June 30, 2025) Stock Price of $258 | | 2022 | November 18, 2021 | $263.16 | Absolute | No | 0% | | 2023 | November 16, 2022 | $224.58 | Absolute | No | 0% | | 2024 | November 16, 2023 | $148.90 | Absolute | Earned June 2024 subject to vesting | 200% | | 2024 | November 16, 2023 | $148.90 | Relative | Not applicable | 182% | | 2025 | November 20, 2024 | $241.55 | Absolute | No | 0% | | 2025 | November 20, 2024 | $241.55 | Relative | Not applicable | 125% |

  97. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    Terms of Restricted Stock Units and Stock Options For fiscal year 2025, we continued our policy of allowing our named executive officers the choice of whether to receive all options, all performance-based RSUs, or a 50:50 split of the two award types for the 50% of their award that is not granted in PSUs. That choice is made well in advance of the grant date. Restricted stock units. Our executive RSUs are subject to performance conditions to vesting based on meeting threshold levels of profitability measured by our actual adjusted earnings compared to board approved 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. Once earned, the executive RSUs are subject to time-based vesting in one-third annual increments from the date of the grant, based on continued service with us, which facilitates retention and aligns with the interests of our long term stockholders. We do not pay dividends or dividend equivalents on any of our unvested equity awards including RSUs. In August 2025, the committee determined that the performance condition for the November 2024 RSU grants to executive officers had been met as shown in the table below, and that 100% of the executive RSUs granted were earned. The earned RSUs remain subject to one-third annual vesting increments from the date of grant, based on continued service.

  98. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Performance Component | Threshold | Approximate Actual Performance | Percentage Earned of RSU Award for the Metric | | Fiscal year 2025 third quarter adjusted earnings | $172,803 | $348,572 | 50% | | Fiscal year 2025 fourth quarter adjusted earnings | $180,249 | $375,743 | 50% | | 2025 third and fourth quarter adjusted earnings | $353,052 | $724,315 | 100% |

  99. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    Stock options. The 2009 Amended and Restated Plan--and best practices in the US and Australia--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 unless the executive’s employment with us ends. The committee considers stock options performance-based compensation. The ultimate economic value received by an option recipient depends on our future stock price performance, and could be zero, if the stock price does not increase above the strike price. These features of stock options align our executives’ interests with stockholders’ interests. Perquisites and Other Benefits During fiscal year 2025, after review by the committee, we continued the limited benefits described below to our named executive officers. The incremental cost to us for these benefits is described in the summary compensation table. •We provide comprehensive periodic 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. None of our named executive officers utilized this program during fiscal year 2025. •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). 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 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 US employees. •We participate in an aircraft travel program to provide for more efficient use of time and to provide a more secure and confidential 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, and our non-officer chairman 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 and leadership development committee, and during fiscal year 2025, the committee used a guideline of $200,000 for the maximum value of an individual’s annual personal use. Aircraft use by an employee, spouse or guest that does not constitute business use based on IRS guidance is treated as imputed income to the employee, based on the IRS standard industry fare level. We do not reimburse for taxes on the imputed income. We believe that these policies are appropriate to provide increased productivity and security, as well as a comprehensive and competitive compensation package for our chief executive officer. •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 so that they are not discouraged from participating in the program due to tax expenses that would otherwise be a personal expense. Other Compensation Policies and Practices Equity Ownership and Retention Guidelines We have rigorous equity share ownership guidelines for our executive officers to improve long-term alignment of stockholder and management interests. Our guidelines require our chief executive officer to achieve stock ownership levels in Resmed common stock of at least six times his annual base salary, while all other named executive officers are required to own at least three times their respective annual salaries. All guidelines must be met within five years after appointment or promotion. In calculating stock ownership, we exclude both the value of restricted stock units or performance stock units subject to unmet performance criteria and stock options. We include executive restricted stock units subject to time-based vesting conditions. Any time these guidelines are not met (whether during the initial five-year period or after they have previously been met), then on vesting of PSUs, executive RSUs or option exercise, the officer must retain shares equal to 50% of the after-tax value of shares acquired on the vesting or exercise until the officer’s guidelines are met. As of our June 30, 2025, fiscal year-end measurement date, each of our named executive officers are in compliance with our ownership guidelines. Change of Control, Termination, and Retirement Arrangements Our named executive officers have limited contractual rights to receive severance payments if employment is terminated, as described below. 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. The change of control agreements we have with our executive officers provide for double-trigger accelerated vesting for stock options and restricted stock units on a change of control, while performance-based stock units 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. These agreements also provide for double-trigger severance payments with a multiplier (based on position, which for our chief executive officer is two times, and for other named executive officers is one and one-half times) of salary, short-term incentive, and other benefits, to be made to our named executive officers if their employment is terminated under specified circumstances within six months before or one year after a change of control.

  100. *Adjustments to actual performance under the 2025 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    In August 2024, after review and consultation regarding market practices, the committee eliminated the payment of company contributions to retirement plans, unless required under local law, for a qualifying termination in connection with a change in control. 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 after-tax 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.” The committee believes that these agreements are needed to attract and retain senior level candidates considering the relatively specialized nature of our offerings and the continued potential for merger and acquisition activity in the medical technology market sector. Also, the committee believes that the agreements assure appropriate motivation by senior management to evaluate potential transactions that may involve us. Equity Award Agreement Terms All currently unvested PSUs, executive RSUs and stock options held by the named executive officers 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. Deferred Compensation Plan We maintain the ResMed Inc. Deferred Compensation Plan, under which eligible US employees (including executive officers) selected to participate in the deferred compensation plan may elect to defer a portion of their base salary, short-term incentive, commissions, and other specified compensation. The amounts deferred under the plan represent an unsecured general obligation to make payments to the participant in the future. Amounts deferred under the plan are credited to accounts maintained under the plan for each participant and are credited with earnings, gains, or losses based on investment options chosen by the participant. The committee believes that the deferred compensation plan represents an additional retention tool for executive management, as well as an attractive vehicle in recruiting talent to our executive team. Clawback Policy In 2023, we updated our compensation recovery policy, which provides for the recovery of incentive compensation from our executive officers consistent with NYSE rules. In addition to the requirements of these rules, our updated policy includes stock options and other forms of time-based compensation as incentive compensation that is subject to recovery, or that may be used as a means of satisfying recovery obligations. The policy states that if Resmed is required to prepare a restatement (as defined in our compensation recovery policy), Resmed must recover the portion of any incentive-based compensation that is erroneously awarded, unless the compensation and leadership development committee determines that recovery would be impracticable. Recovery is required regardless of whether the executive officer or other senior management engaged in misconduct or otherwise contributed to the requirement for the restatement and regardless of whether or when restated financial statements are filed by Resmed. Additionally, we will recover compensation earned based on performance goals not related to a financial reporting measure and/or to awards that vest based on continued employment or service. All recovery shall occur in the amount and manner determined by the compensation and leadership development committee. Hedging and Pledging Policy We have a policy prohibiting our officers and directors from hedging or pledging their Resmed stock. See “Pledging and Hedging,” above. Compensation and Leadership Development Committee Report The compensation and leadership development committee has reviewed and discussed the compensation discussion and analysis with management, and based on the review and discussions, the compensation and leadership development committee has recommended to our board that the compensation discussion and analysis be included in our 2025 annual report on Form 10-K (where it is incorporated by reference) and in this proxy statement for the 2025 annual meeting of stockholders.

  101. Desney Tan

    | Name and Principal Position | Year | Salary(a)(b) | Stock Awards(c) | Option Awards(d) | Non-Equity Incentive Plan Compensation(e) | All Other Compensation(f) | Total | | Michael Farrell | 2025 | $1,214,150 | $8,775,059 | $2,925,007 | $1,646,743 | $113,584 | $14,674,543 | | Chief executive officer | 2024 | $1,168,987 | $8,400,057 | $2,800,025 | $1,613,032 | $138,728 | $14,120,829 | | | 2023 | $1,128,211 | $8,249,986 | $2,749,989 | $1,510,264 | $230,191 | $13,868,641 | | Bobby Ghoshal | 2025 | $651,660 | $2,400,078 | $— | $550,001 | $50,716 | $3,652,455 | | Chief commercial officer, Residential Care Software | 2024 | $631,577 | $2,299,905 | $— | $558,618 | $40,770 | $3,530,870 | | | 2023 | $600,000 | $1,650,047 | $550,013 | $475,780 | $33,680 | $3,309,520 | | Justin Leong | 2025 | $677,032 | $2,600,037 | $— | $552,478 | $81,894 | $3,911,441 | | Chief product officer | 2024 | $586,305 | $2,399,823 | $— | $497,856 | $113,256 | $3,597,240 | | Mike Rider | 2025 | $508,745 | $1,400,005 | $— | $311,363 | $69,009 | $2,289,122 | | Global general counsel and secretary | 2024 | $489,575 | $1,300,072 | $— | $311,789 | $52,957 | $2,154,393 | | Brett Sandercock | 2025 | $498,967 | $2,600,037 | $— | $407,171 | $65,835 | $3,572,010 | | Chief financial officer | 2024 | $471,039 | $2,299,905 | $— | $399,979 | $62,642 | $3,233,565 | | | 2023 | $467,002 | $2,200,049 | $— | $384,705 | $57,934 | $3,109,690 |

  102. Desney Tan

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Adjusted Net Sales ($M)(6) | | | | | | | RMD Total Shareholder Return | Dow Jones US Med. Equipment Total Shareholder Return(5) | | | | 2025 | $14,674,543 | $29,631,927 | $3,356,257 | $5,832,409 | $134.38 | $149.50 | $1,400.7 | $5,137.0 | | 2024 | $14,120,829 | $10,329,790 | $3,129,017 | $2,578,989 | $99.70 | $131.90 | $1,021.0 | $4,720.2 | | 2023 | $13,868,641 | $16,867,038 | $4,147,542 | $4,909,275 | $113.80 | $129.79 | $897.6 | $4,163.2 | | 2022 | $11,659,215 | $4,374,620 | $3,625,326 | $-55,486 | $109.18 | $114.04 | $779.4 | $3,616.1 | | 2021 | $10,389,326 | $32,799,199 | $4,165,235 | $12,203,786 | $128.40 | $135.10 | $474.5 | $3,174.3 |

  103. Compensation Actually Paid vs. Adjusted Net Sales

    Compensation Actually Paid vs. Adjusted Net Sales

  104. Compensation Actually Paid vs. Adjusted Net Sales

    | n | PEO CAP ($M) | n | Average Non-PEO NEO CAP ($M) | | Adjusted Net Sales ($M) |

  105. Compensation Actually Paid vs. RMD Net Income

    Compensation Actually Paid vs. RMD Net Income

  106. Compensation Actually Paid vs. RMD Net Income

    | n | PEO CAP ($M) | n | Average Non-PEO NEO CAP ($M) | | Net Income($M) |

  107. Compensation Actually Paid vs. Resmed & Peer TSR

    Compensation Actually Paid vs. Resmed & Peer TSR

  108. Compensation Actually Paid vs. Resmed & Peer TSR

    | n | PEO CAP ($M) | n | Average Non-PEO NEO CAP ($M) | | RMD TSR | | Dow Jones U.S. Medical Equipment Index TSR |

  109. Compensation Actually Paid vs. Resmed & Peer TSR

    Tabular list of Financial Performance Measures Our compensation and leadership development committee believes in a holistic evaluation of our NEOs, and the Company’s performance measures throughout our annual focal and long-term incentive compensation programs to align executive pay with Company performance. As required by SEC rules, listed in the table below are the performance measures identified by the compensation and leadership development committee as being the most important performance measures used to link the “Compensation Actually Paid” to our NEOs for fiscal 2024 compensation, with each of which described in more detail in the section entitled “CD&A-Performance Metrics and Targets.”

  110. Compensation Actually Paid vs. Resmed & Peer TSR

    | Financial Performance Measures | | Adjusted Net Sales | | Net Operating Profit | | Total Shareholder Return (absolute TSR) | | Relative Total Shareholder Return (relative TSR) |

  111. Compensation Actually Paid vs. Resmed & Peer TSR

    | | | Stock Ownership Information |