Outset Medical, Inc.
For the period ended Jun 2, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2025 · Filed Apr 11, 2025
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Contents
Pay Versus Performance
Pay Versus Performance Table
As required by SEC rules, the following table summarizes certain information intended to illustrate the relationship between executive compensation “actually paid” and our financial performance in the last three fiscal years.
“Compensation actually paid,” as calculated pursuant to SEC disclosure rules, differs from the total compensation reported in the Summary Compensation Table in the applicable year due to the impact of changes in our stock price as well as the achievement of the underlying vesting conditions with respect to our equity awards, while compensation reported in the Summary Compensation Table calculates equity awards based on the grant date fair value of such equity awards and does not include any adjustments for failure to achieve the underlying vesting conditions or changes in our stock price. Amounts shown below as “compensation actually paid” do not reflect what was actually paid to or realized by our NEOs. Furthermore, these amounts are not taken into account by our Compensation Committee in making compensation decisions for our NEOs. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with the Company’s performance, please refer to the section of this proxy statement entitled “Compensation Overview —Executive Compensation Philosophy and Objectives.”
| Value of Initial Fixed $100 Investment Based on:(5) | ||||||
|---|---|---|---|---|---|---|
| Year(1) | Summary Compensation Table Total for PEO($)(2) | Compensation Actually Paid to PEO($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs($)(2) | Average Compensation Actually Paid to Non-PEO NEOs($)(4) | Total Stockholder Return($) | Net Income($) |
| 2024 | 4,002,620 | 1,986,969 | 1,650,766 | 776,074 | 2.41 | (127,980,000) |
| 2023 | 6,474,946 | (742,679) | 2,120,417 | 269,676 | 11.74 | (172,800,000) |
| 2022 | 4,128,283 | (1,465,408) | 1,857,888 | 425,809 | 56.02 | (162,960,000) |
(1)
Leslie Trigg served as our principal executive officer (“PEO”) for the entirety of 2022, 2023 and 2024 and our other named executive officers for the applicable fiscal years were as follows:
2024: Nabeel Ahmed and John Brottem
2023: Nabeel Ahmed, John Brottem, Jean-Olivier Racine, Steve Williamson
2022: Nabeel Ahmed, John Brottem, Martin Vazquez, Steve Williamson
(2)
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our named executive officers for the applicable fiscal year other than the PEO for such years.
| 2025 Proxy Statement | 56 |
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(3)
Amounts reported in this column represent the compensation actually paid to our PEO in the indicated fiscal years, based on her total compensation reported in the Summary Compensation Table for the indicated fiscal years 2024 and adjusted as shown in the table below:
| PEO | |||||||
|---|---|---|---|---|---|---|---|
| 2024($) | 2023($) | 2022($) | |||||
| Summary Compensation Table - Total Compensation(a) | 4,002,620 | 6,474,946 | 4,128,283 | ||||
| - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (2,400,223) | (5,254,876) | (2,904,800) | |||
| + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 488,450 | 713,379 | 1,963,877 | |||
| + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(d) | (238,222) | (2,126,911) | (2,894,318) | |||
| + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 489,876 | — | — | |||
| + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | (355,531) | (549,217) | (1,758,449) | |||
| - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | — | — | — | |||
| = | Compensation Actually Paid | 1,986,969 | (742,679) | (1,465,408) | |||
(a)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(b)
Represents the aggregate grant date fair value of the option awards and stock awards granted to our PEO during the indicated fiscal year, computed in accordance with ASC 718.
(c)
Represents the aggregate fair value as of the indicated fiscal year-end of our PEO’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with ASC 718. For awards subject to performance-based vesting conditions, the value set forth herein is based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(d)
Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by our PEO as of the last day of the indicated fiscal year and granted in a prior fiscal year, computed in accordance with ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e)
Represents the aggregate fair value at vesting of the option awards and stock awards that were granted to our PEO and vested during the indicated fiscal year, computed in accordance with ASC 718.
(f)
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by our PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with ASC 718.
(g)
Represents the aggregate fair value as of the last day of the prior fiscal year of our PEO’s option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC 718.
| 2025 Proxy Statement | 57 |
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(4)
Amounts reported in this column represent the compensation actually paid to the Company’s named executive officers other than our PEO in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:
| Other Named Executive Officers Average(a) | |||||||
|---|---|---|---|---|---|---|---|
| 2024($) | 2023($) | 2022($) | |||||
| Summary Compensation Table - Total Compensation(b) | 1,650,766 | 2,120,417 | 1,857,888 | ||||
| - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(c) | (942,736) | (1,511,218) | (1,175,932) | |||
| + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(d) | 215,616 | 285,115 | 826,328 | |||
| + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(e) | (74,611) | (403,901) | (612,082) | |||
| + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(f) | 38,915 | — | — | |||
| + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | (111,876) | (220,737) | (464,855) | |||
| - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) | — | — | (5,538) | |||
| = | Compensation Actually Paid | 776,074 | 269,676 | 425,809 | |||
(a)
Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year.
(b)
Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named executive officers in the indicated fiscal year.
(c)
Represents the average aggregate grant date fair value of the option awards and stock awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with ASC 718.
(d)
Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named executive officers’ outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with ASC 718. For awards subject to performance-based vesting conditions, the value set forth herein is based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e)
Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the reported named executive officers as of the last day of the indicated fiscal year and granted in a prior fiscal year, computed in accordance with ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(f)
Represents the average aggregate fair value at vesting of the option awards and stock awards that were granted to the reported named executive officers and vested during the indicated fiscal year, computed in accordance with ASC 718.
(g)
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option awards and stock award held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with ASC 718.
(h)
Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported named executive officers’ option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC 718.
| 2025 Proxy Statement | 58 |
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(5)
For the relevant fiscal year, this column represents the total cumulative stockholder return on our common stock for the measurement periods ending December 31 of each of 2022, 2023 and 2024, assuming $100 was invested in our common stock on December 31, 2021. All values assume reinvestment of the full amount of all dividends, however no dividends have been declared on our common stock to date. Note that historic stock price performance is not necessarily indicative of future stock price performance.
Relationship Between Pay and Performance
We believe the “compensation actually paid” in each of the fiscal years reported above and over the three-year cumulative period are generally reflective of the Compensation Committee’s emphasis on “pay-for-performance.” “Compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual cash bonus and long-term equity incentive programs. We also believe the following factors provide additional context to certain drivers of “compensation actually paid” and the relationship between pay and performance as reported above and illustrated in the graphs below:
For 2023, the negative “compensation actually paid” to our PEO, and the modest “compensation actually paid” to our other NEOs on average, are driven primarily by a decrease in the value of outstanding equity awards as of year-end due to the decline in our stock price during 2023.
The below series of graphs illustrate the relationship between “compensation actually paid” (or “CAP”) to our PEO, and to our other named executive officers on average, in each of the last three fiscal years as reported above, and (i) our cumulative Total Stockholder Return from December 31, 2021 through the end of 2024, and (ii) net income for each of the reported fiscal years.
Compensation Actually Paid versus Total Stockholder Return Compensation Actually Paid (in thousands) Total shareholder return (value of $100 investment from 12/31/2021) PEO CAP Average NEO CAP Outset Cumulative TSR Peer Cumulative TSR (SPSIHE Index) $50,000 $40,000 $30,000 $20,000 $10,000 $0 ($10,000) $140 $120 $100 $80 $60 %40 $20 $0 $46,429 $16,469 $802 $426 $270 9/15/2020 2020 2021 2022 2023 ($1357) ($1465) ($743)
Compensation Actually Paid versus Total Shareholder Return Compensation Actually Paid (in thousands) Total Shareholder Return (value of $100 investment from 12/31/2021) 12/31/2021 2022 2023 2024 PEO CAP Average NEO CAP Outset Cumulative TSR ($2,000) ($1,500) ($1,000) ($500) $0,$500 $1,000 $1,500, $2,000 $2,500 ($1,465) $426 ($743) $270 $1,987 $776 $0, $20, $40, $60 $80 $100 $120
| 2025 Proxy Statement | 59 |
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Compensation Actually Paid Versus Net Income Net Income (in thousands) Compensation Actually Paid (in thousands)$50,000 $40,000 $30,000 $20,000 $10,000 $0 ($10,000) $0 ($50) ($100) ($150) ($200) (#$250) ($300) ($350) ($400) $46,429 $16,469 $802 ($1,357) ($1,465) $426 ($743) $270 2020 2021 2022 2023 PEO CAP Average NEO CAP Net Income
Compensation Actually Paid versus Net Income Compensation Actually Paid (in thousands) Net Income (in thousands) 2022 2023 2024 PEO CAP Average NEO CAP Net Income ($2,000) ($1,500) ($1,000) ($500) $0,$500 $1,000 $1,500, $2,000 $2,500 ($1,465) $426 ($743) $270 $1,987 $776 $0, ($50) ($100) ($150) ($200) ($250) ($300) ($350) ($400)
Compensation Actually Paid (in thousands) $50,000 $40,000 $30,000 $20,000 $10,000 $0 $140 $120 $100 $80 $60 $40 $20 $0 Revenue (in millions) 2020 2021 2022 2023 PEO CAP Average NEO CAP ($M) Revenue ($10,000) $46,429 $16,469 $802 ($1,357) ($1,465) $426 ($743) $270
List of Performance Measures
The following table includes a list of financial performance measures which, in the Company’s assessment, represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs to Company performance for 2024. More information about the ways in which these measures were integrated into the Company’s annual cash bonus and long-term equity incentive programs is included in the Compensation Overview section of this proxy statement.
PERFORMANCE MEASURES:
✓Revenue✓Gross margin (non-GAAP)✓Operating income (non-GAAP)✓Relative TSR compared to Russell 2000 Medical Device Index✓Number of patients treating at home on Tablo✓Stock price
| 2025 Proxy Statement | 60 |
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