DEF 14A of Kestra Medical Technologies, Ltd.
Filed Jul 22, 2025 · FY20250001193125-25-162541
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of ten members who are divided into three classes, designated as Class I, Class II, and Class III. Each class has a staggered, three-year term. Class I directors’ terms expire at the Annual Meeting, Class II directors’ terms expire at the 2026 annual meeting of shareholders, and Class III directors’ terms expire at the 2027 annual meeting of shareholders. At each annual meeting of shareholders until our 2031 annual meeting of shareholders (the “2031 Annual Meeting”), directors whose terms are expiring will be succeeded by newly-elected directors, who will serve from the time of their election and qualification until the third subsequent annual meeting of shareholders. From and after the 2031 Annual Meeting, the Board will be declassified and our directors will be elected to hold office for a one-year term expiring at the next annual meeting of shareholders. Vacancies on the Board may be filled by persons elected by a majority of the remaining directors, and such persons shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until their successors are elected and qualified. The following table sets forth information with respect to our directors and director nominees as of July 7, 2025:
ELECTION OF DIRECTORS
| Name | Class | Age | Position | Director Since Fiscal Year | Current Term Expires Fiscal Year | Expiration of Term For Which Nominated | | Toby AuWerter | I | 38 | Director | 2022 | 2025 | | | Maxwell Bikoff | I | 39 | Director | 2025 | 2025 | | | Christopher Gordon | I | 52 | Director | 2021 | 2025 | | | Conor Hanley | I | 56 | Director | 2025 | 2025 | 2028 | | Elizabeth Kwo, Ph.D. | I | 44 | Director Nominee | — | — | 2028 | | Brian Webster | III | 61 | President, CEO & Director(1) | 2021 | 2027 | | | Traci S. Umberger | II | 62 | GC, CAO & Director(2) | 2021 | 2026 | | | Jeffrey Schwartz | III | 46 | Director, Chairman | 2023 | 2027 | | | Raymond W. Cohen | II | 66 | Director | 2024 | 2026 | | | Mary Kay Ladone | III | 59 | Director | 2025 | 2027 | | | Kevin Reilly | II | 35 | Director | 2024 | 2026 | |
ELECTION OF DIRECTORS
| (1) “CEO”: Chief Executive Officer |
ELECTION OF DIRECTORS
| (2) “GC”: General Counsel, “CAO”: Chief Administrative Officer |
ELECTION OF DIRECTORS
Upon the recommendation of our nominating and corporate governance committee, the Board has nominated for re-election Conor Hanley and nominated Dr. Elizabeth Kwo to serve as Class I directors until the 2028 annual meeting of shareholders or until their successors are duly elected and qualified. Mr. Hanley and Dr. Kwo have agreed to serve if elected, and there is no reason to believe that Mr. Hanley or Dr. Kwo will be unable to serve. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of Mr. Hanley and Dr. Kwo. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. It was mutually agreed that Toby AuWerter, Maxwell Bikoff and Christopher Gordon will not stand for re-election upon the expiration of their terms at the Annual Meeting. We extend our sincere gratitude to Messrs. AuWerter, Bikoff and Gordon for their outstanding contributions to the Board and we wish them continued success in their future endeavors. Effective upon the expiration of the terms of Messrs. AuWerter, Bikoff and Gordon at the Annual Meeting, we expect that the Board will vote to reduce the size of the Board to eliminate any vacancies.
Nominees for Election to the Board in 2025
Nominees for Election to the Board in 2025 The following information describes the offices held, other business directorships and the term of service of each director nominee, as well as the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities for these director nominees is shown under “Security Ownership of Certain Beneficial Owners and Management” below. Class I Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting. Conor Hanley has served as a member of our Board since 2025 and is also anticipated to be a member of our audit committee following the Annual Meeting. Mr. Hanley currently serves as the Chief Executive Officer of Foundry Innovation & Research 1, Ltd. (“FIRE1”). Mr. Hanley brings nearly a decade of distinguished experience in the medical technology industry, with a proven track record of leadership and innovation. Since 2016, he has been an integral member of FIRE1’s executive team, where he has played a critical role in advancing the company’s mission to revolutionize heart failure management. Mr. Hanley previously worked with ResMed Inc. (“ResMed”) where he held senior management positions including leading up Chronic Disease management solutions globally, the global Cardiology business unit and the Ventures and Initiatives global business unit for corporate investments and accelerating new business. Prior to ResMed, Conor was Chief Executive Officer and Co-Founder of BiancaMed, Inc., which was acquired by ResMed in 2011. Over 7 years, he led a team that grew the company through three rounds of venture funding from top-tier international venture funds, launching products in Japan and USA (selling major retailers, including the Apple store) and building the supply chain with mass production in China. Mr. Hanley was awarded a PhD in Chemical Engineering from the University of Pennsylvania, an MBA from INSEAD and a BEng from University College Dublin. Mr. Hanley completed the Leadership4Growth program at Stanford University and is qualified Chartered director from the Institute of Directors, UK. We believe that Mr. Hanley is qualified to serve on our Board due to his industry expertise, strategic vision, and commitment to patient-centered innovation. Elizabeth Kwo is a director nominee that will join our Board and will also be a member of our nominating and corporate governance committee if elected at the Annual Meeting. Dr. Kwo currently serves as the Chief Commercial Officer of Everly Health, Inc. Dr. Kwo has over 15 years of experience as a physician, healthcare executive, entrepreneur and board leader, with a proven track record of scaling digital health platforms and implementing data-driven innovations to improve patient outcomes and reduce costs. Dr. Kwo served as Deputy Chief Clinical Officer at Elevance Health, Inc. from 2020 to 2022. Prior to Elevance Health, Inc., Dr. Kwo was the Chief Executive Officer and Co-Founder of InfiniteMD, LLC, which was acquired by ConsumerMedical, an Alight Solutions LLC company, in 2020. Dr. Kwo is Board Certified in Preventive Care and Occupational Medicine and remains active as a practicing physician at Cambridge Health Alliance, of Harvard Medical School. Dr. Kwo received her M.P.H. from Harvard TH Chan School of Public Health, her M.D. from Harvard Medical School and her M.B.A. from Harvard Business School. She received her undergraduate degree, a Bachelor of Arts in human biology, from Stanford University. We believe that Dr. Kwo is qualified to serve on our Board due to her experience as a co-founder and her medical and scientific background and training. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
Continuing Directors
Continuing Directors The following information describes the offices held, other business directorships, the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year, as well as the experiences, qualifications, attributes or skills that caused the Board to determine that the director should serve as a director. Beneficial ownership of equity securities for these directors is also shown under “Security Ownership of Certain Beneficial Owners and Management” below. Class II Directors (terms expiring at the 2026 Annual Meeting) Raymond W. Cohen has been a member of our Board since 2025 and is also a member of our audit committee and the chair of our compensation committee. Additionally, Mr. Cohen was a member of the board of directors of our subsidiary, Kestra Medical Technologies, Inc., from 2024 to 2025. Prior to joining Kestra as a director, from 2013 to late 2024, Mr. Cohen served as the Chief Executive Officer and a member of the board of directors of Axonics, Inc. (Nasdaq: AXNX), a medical device company with implantable technologies to treat bladder and bowel disorders, which was sold to Boston Scientific Corporation (NYSE: BSX) in November 2024. From 2023 to 2025, Mr. Cohen served as the chairman of the board of directors of SoniVie Ltd until it was acquired by Boston Scientific Corporation in March 2025. Mr. Cohen currently serves as chairman of the boards of directors of the privately held companies Nalu Medical Inc. and Archimedes Vascular, vice chairman of the board of directors of the privately held company Tulavi Medical, and a member of the board of directors of the private equity sponsor-backed company Spectrum Vascular. Previously, Mr. Cohen served as chairman of the board of directors of BioLife Solutions Inc. (Nasdaq: BLFS) and as a director of Spectrum Pharmaceuticals Inc. (Nasdaq: SPPI). Mr. Cohen received his B.S. in Business Management from Binghamton University. We believe Mr. Cohen is qualified to serve on our Board of Directors based on his management experience. Kevin Reilly has been a member of our Board since 2025 and is also a member of our compensation committee. Additionally, Mr. Reilly was a member of the board of directors of our subsidiary, Kestra Medical Technologies, Inc., from 2024 to 2025. Mr. Reilly brings extensive expertise in healthcare investment and management to our Board. Mr. Reilly joined Ally Bridge Group in 2021 and since 2021, has been a managing director and head of medtech for the private equity strategy focused on transactions across healthcare subsectors. Before joining Ally Bridge Group, from 2014 to 2021, Mr. Reilly was a principal at CRG, a healthcare investment management firm providing growth capital to companies through the form of long-term debt and equity. Mr. Reilly began his career in the Healthcare Investment Banking Group at Stifel. Mr. Reilly holds a B.S. in Finance and Information Systems from the University of Maryland. We believe Mr. Reilly is qualified to serve on our Board of Directors based on his experience investing in healthcare companies and prior experience as a director of a number of healthcare companies. Traci S. Umberger is our Co-Founder, General Counsel and Chief Administrative Officer and is a member of our Board. Ms. Umberger has served in these roles at Kestra Medical Technologies, Ltd. since 2021 and at Kestra Medical Technologies, Inc. since 2016. Ms. Umberger has over 34 years of life sciences representation, including 10 years as General Counsel and Chief Administrative Officer at Physio-Control, Inc. Ms. Umberger is a co-founder of our company and has been building the company since 2014, when the predecessor company Physio-Control Development Corporation became fully independent from Physio Control Inc. following its acquisition by Bain Capital, LLC in 2012. Ms. Umberger currently has responsibility for the company’s Legal, Compliance, and Human Resources functions. Previously, Ms. Umberger practiced in the areas of commercial and healthcare litigation, representing physicians and hospitals. Ms. Umberger received her Bachelor of Arts in Psychology/English from the University of British Columbia and her J.D. from the University of British Columbia. We believe Ms. Umberger is qualified to serve on our Board based on her extensive legal career to date and knowledge of our company through her role as our General Counsel and Chief Administrative Officer. Class III Directors (terms expiring at the 2027Annual Meeting) Mary Kay Ladone has been a member of our Board since 2025 and is also the chair of our audit committee and a member of our nominating and corporate governance committee. Additionally, Ms. Ladone was a member of the board of directors of our subsidiary, Kestra Medical Technologies, Inc., from 2022 to 2025. Ms. Ladone is an accomplished executive with over 35 years of experience serving large global healthcare companies. Ms. Ladone served as senior vice president of corporate development, strategy and investor relations at Hill-Rom Holdings, Inc. from 2018 to 2022, and vice president of investor relations at Hillrom from 2016 to 2018. Prior to Hillrom, Ms. Ladone served as senior vice president and corporate officer, investor relations of Baxalta, Inc., a global biopharmaceutical company, from 2015 to 2016. Ms. Ladone began her career in finance at Baxter International, Inc., and from 1988 to 2015 served in several progressive financial, operational and communication roles at Baxter International, Inc.. Ms. Ladone currently serves on the board of directors of Novanta Inc., Bioventus LLC and Inogen, Inc. Ms. Ladone received her B.B.A. degree in Finance and Business Economics, cum laude, from the University of Notre Dame. We believe Ms. Ladone is qualified to serve on our Board based on her extensive experience working with large global healthcare companies. Brian Webster is our Founder, President and Chief Executive Officer and is a member of our Board. Mr. Webster has served in these roles at Kestra Medical Technologies, Ltd. since 2021 and at Kestra Medical Technologies, Inc. since 2016. Mr. Webster has over 32 years in the medical device industry, including 10 years as President and Chief Executive Officer of Physio-Control, Inc. Mr. Webster is a founder of our company and has been building the company as Chief Executive Officer since 2014, when the predecessor company Physio-Control Development Corporation became fully independent from Physio Control Inc., following its acquisition by Bain Capital, LLC in 2012. Mr. Webster previously held executive positions including vice president roles in operations, sales, and marketing at Physio-Control. Mr. Webster brings broad knowledge of emergency medicine, the cardiac field, and the external defibrillation industry. Mr. Webster received his Bachelor of Arts in Business from the University of Puget Sound and his M.B.A. from Seattle University. We believe Mr. Webster is qualified to serve on our Board due to his more than 32 years of leadership experience in the medical device industry, including his pivotal role as founder and Chief Executive Officer in building Kestra Medical Technologies, Ltd.
Continuing Directors
Jeffrey Schwartz is a member of our Board and has served in such role since 2023. He is also the chairman of our Board, a member of our compensation committee and the chair of our nominating and corporate governance committee. Mr. Schwartz joined Bain Capital in 2004 and is the Chief Operating Officer of Bain Capital’s Global Private Equity business. Prior to his current role, Mr. Schwartz co-founded and was a partner of its Life Sciences team from 2016 to2024. Prior to that, Mr. Schwartz was a member of Bain Capital’s Private Equity team from 2004 to 2016, where he focused on healthcare investments. Mr. Schwartz previously served as an equity research analyst at Lehman Brothers, where he was focused on the aerospace and defense industries working in both New York and London. Mr. Schwartz has over 20 years of investing experience. Mr. Schwartz currently serves on the board of directors of Rapid Micro Biosystems, Inc. (Nasdaq: RPID). Mr. Schwartz previously served on the board of directors of BCLS Acquisition Corp. (a special purpose acquisition company) and SpringWorks Therapeutics, Inc. (Nasdaq: SWTX). Mr. Schwartz graduated from Yale University where he majored in economics and received his M.B.A. from The Wharton School at the University of Pennsylvania, where he was a Palmer Scholar. We believe Mr. Schwartz is qualified to serve on our Board based on his experience in advising and supporting the growth and development of companies in the healthcare industry.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION For fiscal year 2025, prior to our initial public offering, other than described below, none of the Company’s non-employee directors (which included Mr. Gordon, Mr. Schwartz, Ms. Mishan and Mr. Chilazi) received compensation for their service as directors. Additionally, the Company’s directors who were executives of the Company (which included Mr. Webster and Ms. Umberger) were not eligible to receive additional compensation for their services as directors prior to our initial public offering.
Director Compensation Prior to our IPO
Director Compensation Prior to our IPO Ms. Mishan was a member of the Board up until the time of our initial public offering. In November 2024, Ms. Mishan entered into an individual director compensation agreement under which she was entitled to receive (i) a $40,000 annual cash retainer for her service as a member of the Board, and (ii) an initial grant of 10,224.95 incentive units (in the form of Class A Common Units of West Affum Holdings, L.P.) intended to qualify as “profits interests” for federal income tax purposes. This award was eligible to vest in three equal installments on the three anniversaries following the date of grant, subject to Ms. Mishan’s continued service through each applicable vesting date. All unvested incentive units subject to the award were also eligible to accelerate and vest upon the occurrence of a Sale of the Partnership (as defined in the West Affum Holdings, L.P. Partnership Agreement). The director compensation agreement also subjects Ms. Mishan to the following restrictive covenants: (i) non-competition (for the longer of (a) 12 months or (b) through such period that severance is being paid by West Affum Holdings, L.P. or its affiliates to the director); (ii) non-solicitation and non-hire of employees or service providers of West Affum Holdings, L.P., in each case, while the director is providing services and for one year following termination; (iii) perpetual non-disparagement; and (iv) perpetual non-disclosure of confidential information. Ms. Mishan resigned from the Board on February 10, 2025. In connection with Ms. Mishan’s resignation, the Board paid out the remainder of her unearned $40,000 annual cash retainer and permitted the incentive units to remain outstanding and accelerate in connection with the initial public offering.
Director Compensation Policy
Director Compensation Policy In connection with the consummation of our initial public offering, the Board approved a director compensation policy for non-employee directors and executive directors of the company (the “Director Compensation Policy”). Pursuant to our Director Compensation Policy, our non-employee and executive directors receive annual cash compensation as follows (pro-rated for partial years of service):
Director Compensation Policy
| Compensation | Amount | | Retainer for non-executive Chair of the Board | $120,000 | | Retainer for each non-employee member of the Board | $60,000 | | Retainer for each executive director(1) | $50,000 | | Additional retainer for Chair of the Audit Committee | $25,000 | | Additional retainer for Chair of the Compensation Committee | $18,000 | | Additional retainer for Chair of the Nominating Committee | $12,000 | | Additional retainer for non-Chair members of the Audit Committee | $12,000 | | Additional retainer for non-Chair members of the Compensation Committee | $9,000 | | Additional retainer for non-Chair members of the Nominating Committee | $6,000 |
Director Compensation Policy
| (1) The annual cash compensation received by each of Mr. Webster and Ms. Umberger for their service as members of the Board during fiscal year 2025 is reported in the “Summary Compensation Table” in the “Executive Compensation” section of this proxy statement. |
Director Compensation Policy
In addition to the fees above, each non-employee director who (i) serves on the Board as of the date of the annual meeting of the stockholders and (ii) will continue to serve as a non-employee director immediately following such annual meeting will receive annual grant of restricted stock units pursuant to the 2025 Plan with a grant date value equal to $185,000, which fully vest on the one-year anniversary of the grant date. Upon a termination of a non-employee director’s service on the Board for any reason, all unvested RSUs will be forfeited. Our directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our Board may revise the compensation arrangements for our directors from time to time.
Director Compensation Table
Director Compensation Table The following table contains information concerning the compensation of our non-employee directors in fiscal year 2025:
Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Option Awards ($)(3) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Jeffrey Schwartz | 21,247 | — | — | — | 21,247 | | Toby AuWerter | 9,945 | — | — | — | 9,945 | | Maxwell Bikoff | 10,849 | — | — | — | 10,849 | | Raymond W. Cohen | 13,562 | — | 150,000(4) | — | 163,562 | | Christopher Gordon | 9,041 | — | — | — | 9,041 | | Mary Kay Ladone | 13,712 | — | 150,000(4) | — | 163,712 | | Kevin Reilly | 10,397 | — | — | — | 10,397 | | Orly Mishan (5) | 40,000 | 150,000 | — | — | 190,000 | | JP Chilazi (6) | — | — | — | — | — |
Director Compensation Table
| (1) Mr. Webster and Ms. Umberger are excluded from this table because their respective compensation for service as a director during fiscal 2025 is fully reported in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement. |
Director Compensation Table
| (2) Amounts reflect the pro-rata amount of the annual cash fees earned by each non-employee director (other than Ms. Mishan and Mr. Chilazi) pursuant to the Director Compensation Policy for the period starting on the effective date of the initial public offering through the end of the 2025 fiscal year. For Ms. Mishan, this amount reflects the full amount of her annual cash compensation under her individual director compensation agreement, not pro-rated for her partial year of service. |
Director Compensation Table
| (3) Represents the aggregate grant date fair value of the 10,224.95 Restricted Class A Common Units in West Affum Holdings, L.P. granted to Ms. Mishan in November 2024, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all option awards in Note 12 to our financial statements included in our Annual Report. No incremental fair value was attributed to the portion of such award for which vesting was accelerated in connection with Ms. Mishan’s resignation from the Board in February 2025. This award of Restricted Class Common A Units was intended to constitute profits interests for U.S. federal income tax purposes. Despite the fact that the Restricted Class A Common Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(k)(2)(iv) of Regulation S-K as an instrument with an “option-like feature.” |
Director Compensation Table
| (4) Represents the grant date fair value of 12,994 restricted common shares of the Company issued to each of Mr. Cohen and Ms. Ladone on March 7, 2025 in connection with our initial public offering in exchange for their unvested Class A Common Units in West Affum Holdings, L.P, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all stock awards in Note 12 to our financial statements included in our Annual Report. Mr. Cohen’s restricted common shares will vest in one-third increments on each of July 24, 2025, July 24, 2026 and July 24, 2027. Ms. Ladone’s restricted common shares will vest in one-third increments on each of October 7, 2025, October 7, 2026 and October 7, 2027. No other non-employee directors held outstanding stock or option awards as of April 30, 2025. |
Director Compensation Table
| (5) Ms. Mishan resigned from the Board on February 10, 2025. |
Director Compensation Table
| (6) Mr. Chilazi resigned from the Board on February 4, 2025. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation earned by our NEOs during fiscal years 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total | | Brian Webster President, Chief Executive Officer & Director | 2025 | 589,098 | 17,889,000 | 359,000 | 53,632 | 18,890,730 | | | 2024 | 522,535 | — | 195,951 | 39,078 | 757,564 | | Vaseem Mahboob Chief Financial Officer | 2025 | 427,828 | 1,648,830 | 187,000 | 59,424 | 2,323,082 | | | 2024 | 397,515 | — | 119,255 | 13,406 | 530,176 | | Traci S. Umberger General Counsel, Chief Administrative Officer & Director | 2025 | 401,411 | 5,437,050 | 179,000 | 50,128 | 6,067,589 | | | 2024 | 364,395 | — | 109,319 | 24,575 | 498,289 |
Summary Compensation Table
| (1) The amounts in this column represent the base salary paid to each of our named executive officers during the fiscal year ended April 30, 2025, reflecting each respective NEO’s mid-year salary increase effective March 6, 2025. See the “Narrative to Summary Compensation Table and Outstanding Equity Award and Fiscal Year-End – Employment Agreements” section below for further detail on the mid-year base salary increase for our NEOs. |
Summary Compensation Table
| (2) Amounts in this column represent the aggregate grant date fair value of option awards granted to our NEOs in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in Note 12 to our financial statements included in our annual report on Form 10-K filed for the period ended April 30, 2025. See the “Outstanding Equity Awards at Fiscal Year-End” table below and the “Narrative to Summary Compensation Table and Outstanding Equity Award and Fiscal Year-End – Equity Incentive Compensation” section below for further details on these grants. |
Summary Compensation Table
| (3) Amounts in this column represent annual performance-based cash bonuses earned by our NEOs in the applicable fiscal year and paid in the subsequent fiscal year. See the “Narrative to Summary Compensation |
Summary Compensation Table
| Table and Outstanding Equity Award and Fiscal Year-End – Non-Equity Incentive Compensation” section below for further details on these bonuses. |
Summary Compensation Table
| (4) The amounts reflected in “All Other Compensation” consist of, for fiscal year 2025, the following perquisites received by our NEOs in the amounts set forth in the following table: (a) a business allowance for monthly automobile use expenses, (b) an employer matching contribution to the 401(k) plan, (c) payments for the cost of premiums for a term life insurance policy paid by us, (d) an annual executive physical with a designated physician, as well as certain additional medical, cardio, and lab tests, and (e) payments for cost premiums for long-term disability insurance paid by us and (f) for Mr. Webster and Mr. Umberger, annual cash compensation of $7,534 and $7,534, respectively, for service as executive directors (See the “Director Compensation” section above for additional detail about director compensation). |
Summary Compensation Table
| Officer | Business Allowance ($) | 401(k) Company Match ($) | Life Insurance Premiums ($) | Physical Program ($) | Disability Insurance Premiums ($) | Director Fees ($) | Total “All Other Compensation” ($) | | Brian Webster | 13,200 | 15,530 | 12,343 | 3,000 | 2,025 | 7,534 | 53,632 | | Vaseem Mahboob | 43,000 | 14,551 | 0 | 0 | 1,873 | 0 | 59,424 | | Traci S. Umberger | 12,000 | 14,357 | 3,787 | 3,000 | 9,450 | 7,534 | 50,128 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of common shares underlying outstanding equity incentive plan awards for each NEO as of April 30, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | | Brian Webster | 1,068,000 | 712,000 | 17.00 | 3/6/2035 | | Vaseem Mahboob | — | 159,000 | 17.00 | 3/6/2035 | | Traci S. Umberger | 324,600 | 216,400 | 17.00 | 3/6/2035 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The stock options reported in this table are the IPO Options granted to each NEO on March 6, 2025 in connection with our initial public offering. The IPO Options granted to Mr. Webster and Ms. Umberger were 60% fully vested upon grant, and the remaining 40% will vest ratably on each of the first and second anniversaries of the grant date, generally subject to continued service with the Company. The IPO Options granted to Mr. Mahboob vest over two years, with 50% of the options vesting on the one-year anniversary of the grant date and the remaining 50% vesting monthly thereafter, generally subject to continued service with the Company. |
Narrative to 2025 Summary Compensation Table and Outstanding Equity Awards at 2025 Fiscal Year End
Narrative to 2025 Summary Compensation Table and Outstanding Equity Awards at 2025 Fiscal Year End