Sector: Health Care
KESTRA MEDICAL TECHNOLOGIES LTD · Meeting: September 9, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Mr. Cohen joined the board in fiscal year 2024 (within the past 24 months of this meeting), exempting him from the TSR trigger; he brings deep medical device executive experience including a decade as CEO of Axonics, holds one public board seat (RxSight), and all attendance and independence requirements are met.
Mr. Reilly joined the board in fiscal year 2024 (within the past 24 months of this meeting), exempting him from the TSR trigger; he brings relevant healthcare investment and medtech board experience, holds one public board seat, and all attendance and independence requirements are met.
Ms. Umberger is an executive director (General Counsel and Co-Founder) who has served since 2021; the 3-year TSR trigger does not apply because KMTS listed less than 3 years ago, and she brings over 35 years of life sciences legal experience directly relevant to the company's operations.
All three Class II nominees pass the policy screens: the TSR accountability trigger cannot fire because KMTS has fewer than three years of trading history, no overboarding issues are present, all directors attended at least 75% of meetings, committee independence requirements are satisfied, and each nominee has clearly relevant qualifications for a medical device company at this stage of development.
CEO
Brian Webster
Total Comp
$18,890,730
Prior Support
N/A
KMTS is classified as an emerging growth company and explicitly states it is not holding a Say on Pay advisory vote at this meeting, so no shareholder vote on executive compensation is on the ballot. The CEO compensation figure of $18,890,730 in the database reflects fiscal year 2025 and is dominated by a single large one-time stock option grant made at the IPO to recognize years of pre-public service, which the proxy clearly explains as a non-recurring award; fiscal year 2026 CEO pay of $7,501,904 reflects a more normalized structure with at least 75% of equity tied to performance conditions. Because no Say on Pay proposal is presented to shareholders, this entry is included for informational context only and no vote determination is applicable.
Auditor
PricewaterhouseCoopers LLP
Tenure
10 yrs
Audit Fees
$1,627,266
Non-Audit Fees
$2,000
PwC has audited Kestra since fiscal year 2016 (approximately 10 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees of $2,000 represent less than 1% of audit fees of $1,627,266, far below the 50% threshold; PwC is a Big 4 firm appropriate for a $1.4 billion market cap company; and no material financial restatements are disclosed.
The 2026 KMTS annual meeting presents two binding proposals: election of three Class II directors (Cohen, Reilly, and Umberger) and ratification of PwC as auditor; all three director nominees pass policy screens given the company's sub-three-year listing history and strong individual qualifications, while PwC passes all auditor screens with minimal non-audit fees and appropriate tenure. No Say on Pay vote is held this year because KMTS qualifies as an emerging growth company under SEC rules, and no stockholder proposals were submitted for the meeting.
