Document

DEF 14A 1 a2022proxy-tndmdef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ☐

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☐			Preliminary Proxy Statement
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x			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under 240.14a-12

Tandem Diabetes Care, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of Annual Meeting of Stockholders

DATE

May 25, 2022

TIME

3:00 p.m. Pacific Time

MEETING WEB ADDRESS

www.virtualshareholdermeeting.com/TNDM2022

Dear Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Tandem Diabetes Care, Inc., or the Annual Meeting, which will be held on Wednesday, May 25, 2022 at 3:00 p.m., Pacific Time. The Annual Meeting will be held virtually via live internet webcast at www.virtualshareholdermeeting.com/TNDM2022.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:

1.To elect two Class III directors for a term of either one or three years, consistent with the outcome of Proposal 2.

2.To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the annual election of directors and phased elimination of the classified board structure.

3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

4.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

5.To transact such other business as may properly be brought before the Annual Meeting and at any adjournment or postponement thereof.

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, and the additional information in the accompanying Proxy Statement. If you requested to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials.

By Order of the Board of Directors

Sincerely,

John F. Sheridan

President and Chief Executive Officer

San Diego, California

Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials:

April 13, 2022

Table of Contents


Section			Page

Proxy Summary			1
Items to be Considered and Board Recommendations			1
Board Nominees			2
Board Diversity			2
Director Qualifications and Experience			2
2021 Business Highlights			3
Executive Compensation Highlights			3
General Information			4
Notice of Internet Availability of Proxy Materials			4
Who is Entitled to Vote?			4
How to Vote			4
Change of Vote or Revocation of Proxy			4
Attending the Annual Meeting			5
Technical Assistance for the Annual Meeting			5
Quorum, Abstentions and Broker Non-Votes			5
Cost of Soliciting Proxies			5
Announcement of Voting Results			5
Contact Information for Questions			5
Caution Concerning Forward-Looking Statements			5
Management Proposals			6
Proposal 1: Election of Directors			6
Proposal 2: Phased Board Declassification			12
Proposal 3: Say-on-Pay			14
Proposal 4: Appointment of Independent Registered Public Accounting Firm			16
Stock Ownership			18
Principal Stockholders			18
Directors and Executive Officers			19
Corporate Governance			20
Board Role in Risk Oversight			20


Director Nomination Process			20
Board Diversity			21
Director Independence, Agreements and Relationships			22
Board Committees			23
Board Meetings			26
Board Leadership Structure			26
Stockholder Engagement			27
Commitment to Environmental, Social and Governance Priorities			28
Compensation Discussion and Analysis			31
Executive Summary			31
Executive Officers			35
Compensation Philosophy and Objectives			37
Compensation Elements			41
Compensation Governance			48
Executive Compensation Tables			53
Director Compensation			58
Compensation Committee Report			61
Audit Committee Report			62
Additional Information			63


Proxy Summary

Proxy Summary

Our Annual Meeting of Stockholders Will Take Place Virtually

DATE

May 25, 2022

TIME

3:00 p.m. Pacific time

MEETING WEB ADDRESS

www.virtualshareholdermeeting.com/TNDM2022

This summary provides highlights of information contained in this Proxy Statement. It does not contain all of the information that you should consider before voting. We encourage you to read the entire Proxy Statement. For more complete information regarding our 2021 financial and operating performance, please read our 2021 Annual Report on Form 10-K, or the Annual Report.

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. You may submit your proxy by internet, telephone or mail.

To vote via the internet before the meeting, visit www.proxyvote.com.

Vote by 11:59 p.m. Eastern Time on May 24, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 21, 2022 for shares held in a Plan. To vote via the internet during the meeting, visit www.virtualshareholdermeeting.com/TNDM2022

Have your notice or proxy card on hand and follow the instructions.

To vote by telephone,

call 1-800-690-6903 by 11:59 p.m. Eastern Time

on May 24, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 21, 2022 for shares held in a Plan. Have your notice or proxy card on hand and follow the instructions.

To vote by mail, mark, sign, date and return your proxy card in the postage-paid, pre-addressed envelope we have provided, or send it to Vote Processing,

c/o Broadridge,

51 Mercedes Way, Edgewood, NY 11717.

Items to be Considered and Board Recommendations


	Item	Board’s Voting Recommendation	Page Reference

PROPOSAL 1	To elect two Class III directors for a term of either one or three years, consistent with the outcome of Proposal 2.	FOR	6
PROPOSAL 2	To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the annual election of directors and phased elimination of the classified board structure.	FOR	12
PROPOSAL 3	To approve, on a non-binding, advisory basis, the compensation of our named executive officers.	FOR	14
PROPOSAL 4	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.	FOR	16


Tandem Diabetes Care			1			2022 Proxy Statement


Proxy Summary

Board Nominees

Name

Age

Independent

Audit
Committee

Compensation Committee

Nominating and Corporate Governance Committee

Privacy and Security Subcommittee

Peyton R. Howell

John F. Sheridan

Board Diversity as of December 31, 2021

Male

Female

Director Qualifications and Experience

Financial

Strategic
Planning

Senior
Leadership

Diversity

Public
Board

Digital
Technology

Managed
Care

Diabetes
Industry

Information
Security

Consumer
Insights

International
Perspective


Tandem Diabetes Care			2			2022 Proxy Statement


Proxy Summary

$703

MILLION

worldwide revenues

41%

INCREASE

worldwide revenues

2021 Business Highlights

•Grew worldwide installed base to approximately 330,000 customers

•More than doubled international sales growing by 114% to $178 million

•Completed the launch of the t:slim X2 with Control-IQ technology in nearly every market outside the United States

•Achieved the milestone of first full-year positive operating margin and ended the year with cash and short-term investments of $624 million

•Made meaningful internal product development and operational progress

Executive Compensation Highlights


We Pay for Performance			We Seek to Mitigate Compensation Risk


•Mix of diversified long- and short-term performance metrics to incentivize and reward the achievement of our operational and long-term business strategy objectives			•Annual compensation assessment; retain independent compensation consultant

•Long-term equity incentive awards feature a four-year vesting schedule and have evolved from 100% stock options to include use of restricted stock units			•Clawback policy covering both cash and equity incentive compensation

•No single-trigger cash severance or automatic vesting of equity awards based solely upon a change of control of the Company			•Stock ownership guidelines for directors and members of executive management

For additional information, see the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as the Summary Compensation Table and related tables.


Tandem Diabetes Care			3			2022 Proxy Statement


General Information

GENERAL INFORMATION

These proxy materials are being furnished in connection with the solicitation of proxies by the Board of Directors of Tandem Diabetes Care, Inc. for use during the 2022 annual meeting of stockholders, or the Annual Meeting, to be held on Wednesday, May 25, 2022, at 3:00 p.m. Pacific time, and at any adjournment or postponement thereof. Tandem Diabetes Care, Inc. is sometimes referred to herein as “we,” “us,” “our” or the “Company.”

Notice of Internet Availability of Proxy Materials

This Proxy Statement, together with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or the Annual Report, filed with the U.S. Securities and Exchange Commission, or SEC, on February 22, 2022, is being made available to stockholders at www.proxyvote.com. The Annual Report is not a part of the proxy solicitation material. This Proxy Statement is being made available to stockholders on or about April 13, 2022. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice prior to May 11, 2022.

Under SEC’s “notice and access” rules, we are providing access to the proxy materials for the Annual Meeting via the internet. Accordingly, on or about April 13, 2022, we mailed a Notice of Internet Availability of Proxy Materials, or Notice, to each of our stockholders. The Notice contains instructions on how to access our proxy materials how to vote your shares through the internet, by telephone, or by mail. Please review the proxy materials prior to voting.

Who is Entitled to Vote?

Stockholders at the close of business on March 29, 2022 (the “Record Date”) are entitled to notice of, and to attend and vote at, the Annual Meeting and at any adjournment or postponement thereof. As of the Record Date, 63,939,108 shares of our Common Stock, were outstanding. Each stockholder is entitled to one vote for each share of Common Stock owned at the Record Date.

How to Vote

If you are a stockholder of record, you may vote by proxy through the internet, by mail, or by telephone as described below:

•By Internet - go to www.proxyvote.com and follow the instructions provided on the website. You will need the 16-digit control number on the Notice or, if you requested to receive printed proxy materials, the control number from the proxy card that was mailed to you.

•By telephone, call toll-free 1-800-690-6903 from any touch-tone telephone and follow the instructions. You will need the 16-digit control number from the Notice or, if you requested to receive printed proxy materials, the control number on the proxy card that was mailed to you.

•By Mail - complete, date, sign your proxy card and mail it in the postage-paid envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as

an officer of a corporation, guardian, executor, or trustee), you must indicate your name and title or capacity.

If you vote via the internet or by telephone, they are both available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on Tuesday, May 24, 2022 for shares held directly and until 11:59 p.m. Eastern Time on Saturday, May 21, 2022 for shares held in a Plan i.e., Beneficial Owners.

You may also vote during the virtual Annual Meeting via the internet at www.virtualshareholdermeeting.com/TNDM2022. At this site you will be able to vote electronically.

You are considered to be a stockholder of record if your shares were registered directly in your name on the Record Date. If your shares are held in a brokerage account or by a bank, broker or other nominee, and not in your name, you are considered to be the beneficial owner of shares held in street name.

The nominee holding your shares is considered the holder of record for purposes of voting at the virtual Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. The nominee will provide you with instructions that you must follow to have your shares voted. Please contact your nominee directly if you have any questions about voting your shares.

As a beneficial owner of shares held in street name, you are invited to attend the Annual Meeting virtually. However, since you are not the holder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid “legal proxy” or a 16-digit control number from your nominee. Please contact your nominee for additional information about attending the Annual Meeting virtually.

Change of Vote or Revocation of Proxy

Stockholders of Record: If you are a stockholder of record you may revoke your proxy or change your vote at any time before the polls are closed at the Annual Meeting by:

•Timely delivery of a valid, later-dated proxy or later-dated vote by internet or telephone; or

•Written notice to the Corporate Secretary of Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California, 92121; or

•Voting during the virtual Annual Meeting.

Beneficial Owners: If you are a beneficial owner of shares held in street name and you have instructed your bank, broker or other nominee to vote your shares, you may change your vote by following the instructions provided to you by your nominee.

Your latest-dated internet or telephone proxy, or proxy card, will be the one that is counted at the Annual Meeting. If you revoke your proxy via the internet or by telephone, please make sure to do so by the deadline as described above. If you send a written notice of revocation, please make sure to do so with enough time for it to arrive by mail prior to the Annual Meeting.


Tandem Diabetes Care			4			2022 Proxy Statement


General Information

Attending the Annual Meeting

The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/TNDM2022. You will be able to attend the Annual Meeting online, submit your questions, and vote your shares during the meeting. In order to attend and participate in the Annual Meeting, stockholders will need their unique 16-digit control number located on your Notice, on your proxy card (if you received a printed copy of the proxy materials) or within the instructions that accompanied your proxy materials. The webcast will begin promptly at 3:00 p.m. Pacific time on Wednesday, May 25, 2022.

We will answer as many stockholder questions during the Annual Meeting as time permits and in accordance with our rules for the meeting. However, we reserve the right to exclude questions that are not pertinent to the Annual Meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Technical Assistance for the Annual Meeting

Online access will begin at approximately 2:45 p.m. Pacific Time on the day of the meeting to provide you ample time to log in, test your device, and review the rules and procedures for the meeting. We encourage you to access the webcast prior to the designated start time. If you experience any technical difficulties accessing the meeting website, a toll-free technical support number will be posted on the meeting website for assistance.

Quorum, Abstentions and Broker Non-Votes

A quorum of stockholders is required to hold the Annual Meeting. A quorum exists when at least a majority of the outstanding shares of our Common Stock entitled to vote as of the close of business on the Record Date, or 31,969,555 shares, are present or represented by proxy at the Annual Meeting (even if not voting). Virtual attendance at the Annual Meeting constitutes presence for purposes of a quorum at the Annual Meeting. If a quorum is not present, the Annual Meeting may be adjourned by the chair of the meeting or by the vote of a majority of the shares present in person or represented by proxy at the Annual Meeting, in accordance with our Amended and Restated Bylaws (“Bylaws”), and applicable law, to permit the further solicitation of proxies.

Votes withheld from any director, nominee, abstentions and broker “non-votes” are counted as present or represented by proxy for purposes of determining the presence or absence of a quorum for the Annual Meeting. A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner has not received instructions from the beneficial owner regarding the voting of the shares and does not have discretionary authority to vote the shares for certain non-routine matters.

If you are a beneficial owner of shares held in street name and do not provide the nominee that holds your shares with specific voting instructions, the nominee may generally vote in its discretion on “routine” matters. However, if the nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, it will be

unable to vote your shares on that matter. Whether a particular matter is considered “routine” or “non-routine” is determined pursuant to applicable stock exchange rules.

Cost of Soliciting Proxies

The cost of soliciting these proxies is being paid by the Company. In addition to solicitation by mail, proxies may be solicited by directors, officers and other employees of the Company, personally, by telephone or by other means of communication. While we have not retained a proxy solicitor to assist in the solicitation of proxies, we may do so in the future, and do not believe the cost of any such proxy solicitor will be material. The Company will, upon request, reimburse brokers and other nominees for their reasonable out-of-pocket expenses in forwarding these proxy materials to beneficial owners of shares held in street name by such persons.

Announcement of Voting Results

In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting, unless final results are not known at that time, in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once they are known by us.

Contact Information for Questions

If you have additional questions about this Proxy Statement or the Annual Meeting, please contact the Corporate Secretary, Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California 92121 or by telephone at (858) 366-6900.

Caution Concerning Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements include the assumptions underlying or relating to such statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in our Annual Report, as well as other filings we make with the SEC from time to time. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could materially differ from those expressed or implied in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.


Tandem Diabetes Care			5			2022 Proxy Statement

MANAGEMENT PROPOSALS

PROPOSAL 1

Election of Directors

To elect two Class III directors for a term of either one or three years, consistent with the outcome of Proposal 2.

Board Structure and Membership

We currently have nine members on our board of directors and no vacancies. Pursuant to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws, our board of directors is currently divided into three classes, as follows:

•Class I, which currently consists of Mr. Kim D. Blickenstaff, Dr. Kathleen McGroddy-Goetz, and Mr. Christopher J. Twomey, whose terms will expire at our 2023 annual meeting of stockholders;

•Class II, which currently consists of Mr. Dick P. Allen, Ms. Rebecca B. Robertson, and Mr. Rajwant S. Sodhi, whose terms will expire at our 2024 annual meeting of stockholders; and

•Class III, which currently consists of Ms. Peyton R. Howell, Mr. Douglas A. Roeder, and Mr. John F. Sheridan, whose terms will expire at the Annual Meeting.

The board of directors has nominated Ms. Howell and Mr. Sheridan for re-election to the board. Mr. Roeder has notified us of his decision not to stand for re-election at the Annual Meeting. We thank Mr. Roeder for his 13 years of dedicated service.

Currently, each director in each class is elected for a term of three years and serves until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. If the stockholders vote to elect the two Class III director nominees proposed by the Board and approve Proposal 2, each such director will hold office for a one-year term expiring at the 2023 annual meeting of stockholders. However, if the stockholders vote to elect the two Class III director nominees proposed by the Board but do not approve Proposal 2, each such director will hold office for a three-year term expiring at the 2025 annual meeting of stockholders. Following the Annual Meeting, we will have one vacancy on our board of directors as a result of Mr. Roeder’s decision not to stand for re-election. Directors may only be removed for cause by the affirmative vote of a majority of the outstanding shares entitled to vote upon an election of directors, voting together as a single class.

Since approximately one-third of our directors will be elected at our Annual Meeting, a consecutive annual meeting of stockholders could be required for our stockholders to change a majority of our board of directors. Any additional directorships resulting from an increase in the number of directors or a vacancy, such as the vacancy that will result from Mr. Roeder’s decision not to stand for re-election, may be filled by the directors then in office.

We have proposed eliminating our classified board structure based upon the evolving needs of our business, governance best practices, and stockholder feedback, and expect to continue to assess the most appropriate board structure for the Company on a regular basis for these reasons, changes in applicable laws and stock exchange listing standards, or other factors deemed relevant by our board of directors.


Tandem Diabetes Care			6			2022 Proxy Statement


Proposal 1 >> Election of Directors

Majority Voting Standard

In February 2021 our board of directors amended our Bylaws to implement a majority voting standard for the election of directors in uncontested elections. This was based on stockholder feedback and reflects our evolving governance practices as the Company continues to mature. Pursuant to the majority voting standard, in uncontested elections, directors will be elected by the affirmative vote of a majority of the votes cast by the shares of Common Stock present or represented by proxy and entitled to vote on the proposal at the Annual Meeting. In contested elections, which are elections where the number of director nominees exceeds the number of directors to be elected at a meeting of the stockholders, directors will be elected by a plurality of the votes cast at the meeting.

Pursuant to our Bylaws, if an incumbent director nominee in an uncontested election fails to receive the affirmative vote of a majority of the votes cast in his or her election, such director must promptly tender his or her resignation to our board of directors, and our board of directors must accept or reject the tendered resignation no later than 90 days following certification of the election results. Our board of directors will also publicly disclose its decision regarding the tendered resignation and the rationale behind its decision. Any director who tenders his or her resignation pursuant to this provision of our Bylaws may not participate in the decision of the board of directors with respect to his or her resignation. Such director will continue to serve as a director after submitting his or her resignation unless and until our board of directors accepts such resignation, or until his or her earlier death, resignation (for reasons other than such director’s failure to receive the required vote) or removal. If such director’s resignation is accepted by our board of directors after the director failed to receive the required vote, or if a nominee for director is not elected and the nominee is not an incumbent director, then our board of directors, in its sole discretion, may fill any resulting vacancy or decrease the size of our board of directors in accordance with our Bylaws.

Required Vote

The election of our director nominees at the Annual Meeting requires the affirmative vote of a majority of the votes cast by the shares of our Common Stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. A “majority of the votes cast” means the number of shares voted “For” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election.

This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Abstentions and broker non-votes are not counted as votes “For” or “Against” a director nominee and will have no effect on the election of directors. If no contrary indication is made, returned proxies will be voted “For” each of the director nominees, or in the event that any nominee is unable to serve as a director at the time of the election, returned proxies will be voted “For” any nominee who is designated by our board of directors to fill the vacancy.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” BOTH OF THE CLASS III DIRECTOR NOMINEES


Tandem Diabetes Care			7			2022 Proxy Statement


Proposal 1 >> Election of Directors

Nominees for Director

The following table lists the persons recommended by our nominating and corporate governance committee, and nominated by our board of directors, to be elected as directors, including relevant information as of December 31, 2021 regarding their age, business experience, qualifications, attributes, skills, committee memberships, and other directorships:

NOMINEES FOR RE-ELECTION TO OUR BOARD OF DIRECTORS FOR EITHER A ONE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS OR A THREE-YEAR TERM EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS (CLASS III DIRECTORS), CONSISTENT WITH THE OUTCOME OF PROPOSAL 2.

PEYTON R.
HOWELL

Ms. Howell joined our board of directors in August 2020. Ms. Howell has more than 25 years of extensive reimbursement, health insurance, and patient access experience across a broad range of disease states in the hospital, physician, pharmacy and home care settings. Ms. Howell is currently the Chief Commercial and Strategy Officer at Parexel International, a leading global clinical research organization servicing the life sciences industry. Prior to joining Parexel, Ms. Howell held a wide range of senior leadership positions at AmerisourceBergen, including leading Global Sourcing and Manufacturer Relations and advancing specialty and biotech products and solutions for physicians, health systems and specialty pharmacies. She was a founder and President of Lash Group, a patient support services company, and an early pioneer of programs to support patient access, reimbursement, and adherence to new therapies including services related to diabetes, such as patient assistance and reimbursement support for continuous glucose monitors. Ms. Howell is a recognized national speaker on health policy, patient access and reimbursement issues. She has served as Director of the AmerisourceBergen Foundation, the National Association of Chain Drug Stores Foundation, and the Healthcare Distribution Alliance Foundation. Ms. Howell received a B.A. in Speech Communication from the University of Illinois at Urbana-Champaign and a Master’s of Health Administration from The Ohio State University.

We believe Ms. Howell’s experience in reimbursement and in executive management of companies in the healthcare industry brings to our board of directors critical skills relating to scaling complex organizations and strategic planning that qualify her to serve on our board of directors.

Director

Member, Compensation Committee

Age: 54

Director since: 2020

JOHN F. SHERIDAN

Mr. Sheridan has served on our board of directors since June 2019 and as our President and Chief Executive Officer since March 2019. Prior to that, Mr. Sheridan served as our Executive Vice President and Chief Operating Officer since April 2013. Prior to joining us, Mr. Sheridan served as Chief Operating Officer of Rapiscan Systems, Inc., a provider of security equipment and systems, from March 2012 to February 2013. Mr. Sheridan served as Executive Vice President of Research and Development and Operations for Volcano Corporation, a medical technology company, from November 2004 to March 2010. From May 2002 to May 2004, Mr. Sheridan served as Executive Vice President of Operations at CardioNet, Inc., a medical technology company, now operating as BioTelemetry, Inc. (Nasdaq: BEAT). From March 1998 to May 2002, he served as Vice President of Operations at Digirad Corporation, a medical imaging company. Mr. Sheridan has served as a director of Acutus Medical, Inc. (Nasdaq: AFIB), an arrhythmia management company since March 2021. Mr. Sheridan holds a B.S. in Chemistry from the University of West Florida and an M.B.A from Boston University.

We believe Mr. Sheridan brings to our board of directors valuable perspective and experience as our former Executive Vice President and Chief Operating Officer, and as our current President and Chief Executive Officer. Mr. Sheridan has extensive experience at the management level of various healthcare companies, as well as leadership skills, industry experience and knowledge, all of which qualify him for service on our board of directors.

President and Chief Executive Officer

Director

Age: 66

Director since: 2019


Tandem Diabetes Care			8			2022 Proxy Statement


Proposal 1 >> Election of Directors

Continuing Members of Our Board of Directors

The following table includes the members of our board of directors who are continuing in office, including relevant information as of December 31, 2021 regarding their age, business experience, qualifications, attributes, skills, committee memberships and other directorships:

MEMBERS OF OUR BOARD OF DIRECTORS CONTINUING IN OFFICE WITH A TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS (CLASS I DIRECTORS)

KIM D. BLICKENSTAFF

Mr. Blickenstaff currently serves as Chair of our board of directors following his transition from the Executive Chair role in March 2020. Prior to serving as Executive Chair, Mr. Blickenstaff served as our President and Chief Executive Officer from September 2007 to March 2019. He has been a member of our board of directors since September 2007. Prior to joining us, Mr. Blickenstaff served as Chair and Chief Executive Officer of Biosite Incorporated, a provider of medical diagnostic products, until its acquisition by Inverness Medical Innovations, Inc. in June 2007. He previously served as a director public companies such as, Medivation, Inc., where he served as chair, and for DexCom, Inc. (Nasdaq: DXCM). Mr. Blickenstaff serves as a director and member of the compensation and audit committees of Nuvation Bio Inc. (NYSE: NUVB), an oncology biopharmaceutical therapy company. Mr. Blickenstaff was formerly a certified public accountant and has more than 20 years of experience overseeing the preparation of financial statements. He holds a B.A. in Political Science from Loyola University, Chicago, and an M.B.A. from the Graduate School of Business, Loyola University, Chicago.

We believe Mr. Blickenstaff brings to our board of directors valuable perspective and experience as the current Chair and as our former Executive Chair, President and Chief Executive Officer. Mr. Blickenstaff has extensive experience at the board level of various healthcare companies, as well as leadership skills, industry experience and knowledge, all of which qualify him for service on our board of directors.

Chair of the Board of Directors

Age: 69

Director since: 2007

KATHLEEN MCGRODDY-GOETZ, PH.D.

Dr. McGroddy-Goetz has served on our board of directors since June 2020. She has more than 25 years of experience leading global teams across business development, strategy, research and development, and product management. She has commercialized pioneering technologies spanning from microelectronics through cloud, advanced data analytics, artificial intelligence, hardware, software, and middleware with an emphasis on healthcare and life sciences applications. From October 2018 through June 2021, Dr. McGroddy-Goetz served as the Global Head of Strategic Partnerships at Medidata Solutions, a Dassault Systemès Company, where she also concurrently held other strategy, alliances and marketing executive roles. Previously, she held various leadership positions at IBM beginning in 1992, and most recently was Vice President, Strategy and Innovation, IBM Watson Health. Dr. McGroddy-Goetz received a B.S. in Physics from SUNY Binghamton and a Ph.D. in Molecular Biophysics from Cornell University.

We believe Dr. McGroddy-Goetz’s experience in managing and commercializing pioneering technologies spanning microelectronics, cloud-based technologies, advanced data analytics, artificial intelligence, hardware, software and middleware with an emphasis on healthcare and life sciences applications, brings to our board of directors critical skills related to digital health, scaling complex organizations, and strategic planning that qualify her to serve on our board of directors.

Director

Member, Nominating and Corporate Governance Committee, and Privacy and Security Subcommittee

Age: 58

Director since: 2020


Tandem Diabetes Care			9			2022 Proxy Statement


Proposal 1 >> Election of Directors

CHRISTOPHER J. TWOMEY

Mr. Twomey has served on our board of directors since July 2013. Mr. Twomey has served as a director and chair of the audit committee of Bionano Genomics (Nasdaq: BNGO), a life sciences genome analysis instrumentation company since July 2018. From March 1990 until his retirement in 2007, Mr. Twomey held various positions with Biosite, most recently serving as Senior Vice President, Finance and Chief Financial Officer. From 1981 to 1990, Mr. Twomey worked for Ernst & Young LLP, where he served as an Audit Manager. He previously served as a director and chair of the audit committee for public companies, such as Senomyx and Cadence Pharmaceuticals, prior to their acquisitions. Mr. Twomey holds a B.A. in Business Economics from the University of California, Santa Barbara.

We believe Mr. Twomey’s experience in senior financial management and on boards of directors of companies in the life sciences industry, as well as his extensive accounting and auditing experience, brings to our board of directors critical skills related to financial oversight of complex organizations, strategic planning, and corporate governance, all of which qualify him for service on our board of directors.

Director

Chair, Audit Committee

Age: 62

Director since: 2013

MEMBERS OF OUR BOARD OF DIRECTORS CONTINUING IN OFFICE WITH A TERM EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS (CLASS II DIRECTORS)

DICK P. ALLEN

Mr. Allen has served as our Lead Independent Director since March 2019 and on our board of directors since July 2007. He previously served as the Chair of our board of directors from August 2007 to January 2013 and from January 2016 to February 2019. Mr. Allen is directly engaged in the diabetes community through his personal involvement with JDRF, a nonprofit diabetes research organization, and the Mary & Dick Allen Diabetes Center at Hoag Memorial Hospital Presbyterian. Mr. Allen served as a member of the International Board of Directors of JDRF from July 2008 to June 2014, and as its Chair from July 2012 to June 2014. Mr. Allen has more than 50 years of experience in the health care industry and was previously the President of DIMA Ventures, Inc., a private investment firm providing seed capital and board-level support for start-up companies in the healthcare field. He was a co-founder and chief financial officer of Caremark, Inc., a home infusion therapy company later acquired by Baxter International. He was also a co-founder and director of Pyxis Corporation, later acquired by Cardinal Health, Inc. Mr. Allen received a B.S. (cum laude) in Industrial Administration from Yale University and an M.B.A. from Stanford University Graduate School of Business where he served on the faculty as a Lecturer in Strategic Management for 13 years.

We believe Mr. Allen’s background in management of companies in the healthcare industry and his service on boards of directors of companies and other entities in the healthcare industry, as well as his long-term investing experience in the healthcare industry, brings to our board of directors critical skills related to financial oversight of complex organizations, strategic planning, and corporate governance, all of which qualify him for service on our board of directors.

Lead Independent Director

Chair, Nominating and Corporate Governance Committee

Age: 77

Director since: 2007


Tandem Diabetes Care			10			2022 Proxy Statement


Proposal 1 >> Election of Directors

REBECCA B. ROBERTSON

Ms. Robertson has served on our board of directors since January 2019. Ms. Robertson is a founder and Managing Director at Versant Ventures where she has specialized in investing in the areas of medical devices and diagnostics since 1999. In addition, through Longridge Business Advisors, she has provided business advisory services and board services since April 2017. Prior to Versant, she served as Senior Vice President at Chiron Diagnostics, a division of Chiron Corporation, where she had responsibility for the critical care business unit in addition to leading the division’s business development efforts. Prior to joining Chiron, Ms. Robertson was a co-founder and Vice President at Egis, a consumer products company, and held senior management positions in operations and finance at Lifescan, a Johnson & Johnson Company. Ms. Robertson served as a general partner at Institutional Venture Partners (IVP), where she was an investor in the life sciences group, from July 1997 to October 1999. Ms. Robertson was also previously an entrepreneur in residence for IVP in the life sciences group. Ms. Robertson holds a B.S. in Chemical Engineering from Cornell University.

We believe Ms. Robertson’s extensive experience in management positions in the medical technology industry provides her with key skills in working with directors, understanding board process and functions and working with financial statements. We also believe she brings to our board of directors her long-term investing experience with numerous companies in the healthcare and medical device industries, all of which qualify her for service on our board of directors.

Director

Chair, Compensation Committee

Member, Audit Committee

Age: 61

Director since: 2019

RAJWANT S. SODHI

Mr. Sodhi has served on our board of directors since January 2021. He has more than 25 years of experience in global informatics, software service technology and ecommerce business solutions, across the healthcare, financial, and telecom industries. Mr. Sodhi is currently a consultant and advisor to ResMed. Previously he served as the President of ResMed’s software as a service (SaaS) business from July 2017-August 2021 and President of Healthcare Informatics (HI) leading the development of ResMed’s HI solutions and ResMed itself to its current standing as a global digital health leader, with an expanding portfolio of device- and SaaS-based offerings. He joined ResMed in 2012 through the acquisition of Umbian Inc. of which he was co-founder and President. Before ResMed and Umbian, Mr. Sodhi worked in the financial services industry, designing, developing and managing SaaS solutions. He was Senior Vice President of Business Development and Chief Technology Officer for Skipjack Financial Services from 2005 to 2009, and co-founder and Chief Technology Officer of TransActive Ecommerce Solutions from 2000 to 2005. Mr. Sodhi holds an M.B.A. and a B.S. in Mathematics and Statistics from Dalhousie University in Halifax, Nova Scotia.

We believe Mr. Sodhi’s experience in global informatics, software service technology and e-commerce business solutions across the healthcare, financial, and telecom industries brings to our board of directors critical skills related to our ecosystem of data-driven products and services, all of which qualify him for service on our board of directors.

Director

Member, Nominating and Corporate Governance Committee, and Privacy and Security Subcommittee

Age: 48

Director since: 2021


Tandem Diabetes Care			11			2022 Proxy Statement

PROPOSAL 2

Phased Board Declassification

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the annual election of directors and the phased elimination of the classified board structure.

Summary

In accordance with applicable SEC rules, we are asking our stockholders to approve an amendment to the Certificate of Incorporation to provide for the annual election of directors and phased elimination of the classified board structure.

After careful consideration and upon the recommendation of our Nominating and Corporate Governance Committee, which is comprised entirely of independent directors, our Board has determined that it is advisable and in the best interests of our Company and its stockholders to amend the Certificate of Incorporation to phase in the declassification of our Board to allow our stockholders to vote on the election of directors generally on an annual basis, rather than on a staggered basis (the “Phased Board Declassification Amendment”).

Our Board carefully considered the advantages and disadvantages of the current classified structure. In reaching its determination to propose the declassification of our Board, it concluded that the benefits of a classified structure, including maintaining continuity of experience and encouraging a person seeking control of the Company to initiate arm’s length discussions with management and our Board, were outweighed by the following considerations:

•Our Board’s belief that providing our stockholders with the opportunity annually to register their views on the collective performance of our Board and on each director individually will further the Company’s goal of ensuring that its corporate governance policies conform to best practices and maximize accountability to our stockholders;

•Discussions with certain of our stockholders during our engagement efforts who expressed that they prefer the annual election of directors; and

•The growing sentiment among the investment community in favor of the annual election of directors.

The Company’s Certificate of Incorporation currently provides that our Board shall be divided into three classes of directors, Class I, Class II, and Class III, and each shall be elected to serve for a term of three years, which means that approximately one-third of the directors are elected each year.

If the Phased Board Declassification Amendment is approved by our stockholders, the Phased Board Declassification Amendment will be filed with the Delaware Secretary of State, and each director who stands for election or re-election at and after this Annual Meeting, following the completion of such director’s then-current three-year term will be elected for a one-year term, expiring at the next year’s annual stockholder meeting. As a result, assuming the Phased Board Declassification Amendment is approved, the Board structure will be completely declassified by the 2024 annual meeting of stockholders when the directors elected prior to this Annual Meeting have completed their final three-year term. Commencing with the 2024 annual meeting of stockholders, our directors will no longer be divided into classes. The Declassification Amendment would not change the current number of directors or our Board’s authority to change the number of directors and to fill any vacancies or newly created directorships.

Our Board has also approved an amendment to our Bylaws, subject to stockholder approval of the Declassification Amendment, to remove the requirement set forth in Article III, Section 3 of the Bylaws that our Board shall be constituted as a Classified Board.


Tandem Diabetes Care			12			2022 Proxy Statement


Proposal 2 >> Rolling Board Declassification Amendment to Certificate of Incorporation

If the proposal to amend our Charter is not approved by our stockholders, then our Board will remain classified and our Class III directors will stand for re-election for a three-year term at the Annual Meeting, our Class I directors will stand for re-election for a three-year term at the 2023 annual meeting of stockholders and our Class II directors will stand for re-election for a three-year term at the 2024 annual meeting of stockholders.

The general description of the Phased Board Declassification Amendment set forth above is qualified in its entirety by reference to the text of the amendment, which is attached as Appendix A to these proxy materials.

Proposal

In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote FOR the approval of the following resolution at the Annual Meeting:

“RESOLVED, that our stockholders approve the proposal for a phased declassification of the classified board structure over a rolling, three-year period whereby the directors of the Corporation shall, commencing with the 2022 Annual Meeting, be elected annually and hold office until the next annual meeting of stockholders; provided, however, that any director in office whose term expires at the 2023 or 2024 annual meeting of stockholders shall continue to hold office until the end of the current term for which such director was elected (the “Phased Board Declassification Provision”).

“FURTHER RESOLVED, that our stockholders approve, pursuant to the Phased Board Declassification Provision, commencing with the 2022 Annual Meeting, directors will be elected as follows: (i) directors elected at the 2022 Annual Meeting to succeed those whose term expires at such meeting (i.e., the Board’s Class III directors) shall hold office for a one-year term expiring at the 2023 annual meeting of stockholders; (ii) directors elected at the 2023 annual meeting of stockholders to succeed those whose term expires at such meeting (i.e., the Board’s Class I directors, and the Board’s former Class III directors) shall hold office for a one-year term expiring at the 2024 annual meeting of stockholders; and (iii) beginning with the 2024 annual meeting of stockholders, and for each Annual Meeting thereafter, all directors elected at an Annual Meeting to succeed those whose term expires at such meeting shall hold office for a one-year term expiring at the next Annual Meeting.”

Required Vote

The approval of the Phased Board Declassification Amendment requires the affirmative holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the Company’s Common Stock present or represented by proxy and entitled to vote on the proposal at the Annual Meeting.

If the Phased Board Declassification Amendment does not receive this level of stockholder approval, the Phased Board Declassification Amendment will not be implemented, the Company’s current classified board structure will remain in place, and the two director nominees to be elected as Class III Directors pursuant to Proposal 1, if so elected, will each serve for a three (3) year term that expires at the 2025 annual meeting of stockholders.

This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Proposal 2 requires the affirmative vote of the holders of at least 66 2/3% of outstanding shares of Common Stock, broker non-votes and abstentions will have the same effect as a vote against the Phased Board Declassification Amendment.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL


Tandem Diabetes Care			13			2022 Proxy Statement

Proposal 3:

Say-on-Pay

To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

Background

In accordance with applicable SEC rules, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the compensation of our Named Executive Officers (“NEOs”) as described in this Proxy Statement, or a “say-on-pay” proposal. We believe it reflects a sound corporate governance practice to seek the views of our stockholders on our executive compensation program.

Summary

The primary objective of our executive compensation program is to compensate our executive officers in a manner that will attract, retain and motivate talented executives with the skills needed to manage a demanding and high-growth business in a rapidly evolving, competitive and highly-regulated industry, while creating long-term value for our stockholders. When designing our 2021 executive compensation program, our Compensation Committee considered a number of factors, including stockholder feedback, peer group and market survey data, our business objectives, the 2021 budget that was approved by our board of directors, the intense competition for executive talent within the medical device and technology industries, and the importance of retaining and motivating our employees during a period of substantial financial uncertainty.

For 2021, we sought to advance our strong pay-for-performance philosophy and align the interests of our executives with those of our stockholders through the adoption of our 2021 performance-based short-term cash incentive program and the grant of equity-based awards, which we balanced with guaranteed elements of compensation such as base salary and standard employee benefits. Our short-term cash incentive program was designed to reward executives for achieving pre-established financial performance objectives, product development milestones, and customer-related objectives that the compensation committee believed were critical to both our short-term success and the creation of long-term stockholder value. We also sought to align the interests of our executives with those of our stockholders by tying a meaningful portion of total compensation to increases in our value through the grant of performance and restricted stock units and stock options.

In 2021, we delivered exceptional financial and operational results, and achieved product development progress, while operating under the challenging conditions of the COVID-19 pandemic. Our strong financial performance and the achievement of many critical strategic, commercial and operational objectives drove a significant increase in stockholder value. We believe the compensation paid to our NEOs in 2021 reflects our strong pay-for-performance philosophy, and strikes the appropriate balance between retaining and motivating our executives, and limiting compensation-related risk.

For additional information about our executive compensation program, please refer to the section of this Proxy Statement entitled “Compensation Discussion and Analysis” and the related compensation tables, notes and narrative discussion.


Tandem Diabetes Care			14			2022 Proxy Statement


Proposal 3 >> Say-on-Pay

Proposal

In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote FOR the approval of the following resolution at the Annual Meeting:

“RESOLVED, that our stockholders approve, on a non-binding, advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, including the related compensation tables, notes and narrative discussion, in the Proxy Statement for our 2022 Annual Meeting of Stockholders.”

Effect of Proposal

The resolution above reflects a non-binding, advisory proposal. The approval or disapproval of this proposal by stockholders will not require our board of directors or our compensation committee to take any action regarding our executive compensation practices. The final determination of the compensation of our executive officers will continue to be made by our board of directors and our compensation committee. Our board of directors, however, values the opinions of our stockholders as expressed through their votes, as well as through other communications with us. Accordingly, although the resolution is non-binding, our board of directors and our compensation committee will carefully consider the outcome of this advisory vote, as well as stockholder feedback received from other communications, when making future executive compensation decisions.

Required Vote

The approval, on a non-binding, advisory basis, of the compensation of our NEOs as disclosed in the “Compensation Discussion and Analysis” section of this Proxy Statement requires the affirmative vote of a majority of the outstanding shares of our Common Stock present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting. This proposal is considered a non-routine matter under applicable stock exchange rules. As a result, a bank, broker or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will have no effect on the outcome of this proposal. Abstentions will have the same effect as a vote against this proposal. If no contrary indication is made, returned proxies will be voted “For” this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL


Tandem Diabetes Care			15			2022 Proxy Statement


Proposal 4 >> Appointment of Independent Registered Public Accounting Firm

Proposal 4:

Appointment of Independent Registered Public Accounting Firm

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Summary

Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022. Although not required by applicable law or stock exchange listing standards, or our Certificate of Incorporation, as a matter of good corporate governance, we are asking our stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. Ernst & Young LLP has been auditing our financial statements since 2008.

We expect representatives of Ernst & Young LLP will be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders. Additionally, the representatives of Ernst & Young LLP will have an opportunity to make a statement if they so desire.

If our stockholders do not vote to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022, our audit committee will reconsider whether to retain the firm. Even if the selection is ratified, our audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders best interests.

Required Vote

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, requires the affirmative vote of a majority of the outstanding shares of our Common Stock present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting. This proposal is considered a routine matter under applicable stock exchange rules. As a result, a bank, broker or other nominee may generally vote without instructions on this matter, so we do not expect any broker non-votes in connection with this proposal. Abstentions on this proposal will have the same effect as a vote against this proposal. If no contrary indication is made, returned proxies will be voted “For” this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL


Tandem Diabetes Care			16			2022 Proxy Statement


Proposal 4 >> Appointment of Independent Registered Public Accounting Firm

Principal Accounting Fees and Services

The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of our annual financial statements for the fiscal years ended December 31, 2021 and December 31, 2020, and fees billed for other services rendered by Ernst & Young LLP during those periods.


Type of Fee	2021		2020

Audit Fees(1)	$	1,075,473	$	976,036
Audit-Related Fees(2)	—		216,379
Tax Fees(3)	15,450		63,536
All Other Fees(4)	—		500,000
Total	$	1,090,923	$1,755,951

1)Audit Fees consist of fees billed for professional services performed by Ernst & Young LLP, including out-of-pocket expenses. The amounts presented relate to the audit of our annual financial statements, assessment of our internal control over financial reporting, review of our quarterly financial statements and our registration statements, and related services that are normally provided in connection with statutory and regulatory filings or engagements.

2)Audit-Related Fees consist of fees for professional services performed by Ernst & Young LLP for assurance and related services that are reasonably related to the performance of the audit of our annual financial statements and are not reported as Audit Fees, including out-of-pocket expenses.

3)Tax Fees consist of fees for professional services performed by Ernst & Young LLP with respect to an Internal Revenue Code Section 382 study and general tax advice and planning.

4)All Other Fees consist of fees for permitted services other than those that meet the criteria above, and include certain advisory services performed by Ernst & Young, LLP related to the Company’s issuance of $287.5 million aggregate principal amount of 1.5% convertible senior notes in 2020.

Our audit committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Ernst & Young LLP, and has concluded that the provision of such services is compatible with maintaining the independence of our auditors.

Audit Committee Pre-Approval Policies and Procedures

Our audit committee has established a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the audit committee. These services may include audit services, audit-related services, tax services and other services. Our audit committee will consider whether the provision of each non-audit service is compatible with maintaining the independence of our auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to our audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All services performed have been pre-approved since the pre-approval policy was adopted.


Tandem Diabetes Care			17			2022 Proxy Statement


Stock Ownership

Stock Ownership

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities. Shares of Common Stock that may be acquired by an individual or group within 60 days of February 28, 2022, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the tables below.

Principal Stockholders

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of February 28, 2022, for each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock.

Information about each person, or group of affiliated persons, that is the beneficial owner of more than 5% of the outstanding shares of Common Stock is generally based on information filed with the SEC by such stockholders. Except as indicated in footnotes to this table, we believe the stockholders named in this table have sole voting and investment power with respect to all shares of Common Stock reported to be beneficially owned by them.


Principal Stockholders
Name	Number of Shares Beneficially Owned	Warrants Exercisable by April 29, 2022	Options Exercisable by April 29, 2022	Percentage Beneficially Owned(5)

Blackrock, Inc(1)	6,478,638	—	—	10.1	%
The Vanguard Group(2)	6,160,147	—	—	9.6	%
FMR LLC(3)	5,712,224	—	—	8.9	%
Capital World Investors(4)	3,543,503	—	—	5.5	%

1)This information is based solely on Amendment No. 3 to Schedule 13G filed on January 10, 2022. Blackrock, Inc. has sole voting power and sole dispositive power with respect to all 6,478,638 shares. The address for Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.

2)This information is based solely on Amendment No. 4 to Schedule 13G filed on February 10, 2022. Of the 6,160,147 shares beneficially owned, The Vanguard Group has shared voting power with respect to 36,801 shares, sole dispositive power with respect to 6,067,006 shares and shared dispositive power with respect to 93,141. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

3)This information is based solely on Amendment No. 2 to Schedule 13G filed on February 9, 2022. Of the 5,712,224 shares beneficially owned, FMR LLC has sole voting power with respect to 855,664 shares and sole dispositive power with respect to 5,712,224 shares. The address for FMR LLC is 245 Summer Street, Boston, MA 02210.

4)This information is based solely on Amendment No. 1 to Schedule 13G filed on February 11, 2022. Of the 3,543,503 shares beneficially owned, Capital World Investors has sole voting power with respect to 3,525,323 shares and sole dispositive power with respect to 3,543,503 shares. The address for Capital World Investors is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.

5)Percentage of beneficial ownership is based on 63,893,183 shares of Common Stock outstanding as of February 28, 2022.


Tandem Diabetes Care			18			2022 Proxy Statement


Stock Ownership

Directors and Executive Officers

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of February 28, 2022, for by our directors, the executive officers identified as our NEOs in the "Compensation Discussion and Analysis" section, and the persons who were our executive officers and directors as of December 31, 2021 as a group, except as noted in the footnotes below. The address for each director and NEO listed is: c/o Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California 92121.


Directors and Executive Officers
Name	Number of Shares Beneficially Owned	Warrants Exercisable by April 29, 2022	Options Exercisable by April 29, 2022	Percentage Beneficially Owned(7)







John F. Sheridan	7,558	—	267,753	*
Leigh A. Vosseller(1)	6,763	—	134,554	*
David B. Berger(2)	4,959	—	197,088	*
Elizabeth A. Gasser	650	—	4,334	*
Brian B. Hansen	6,807	—	25,318	*
Susan M. Morrison	8,606	—	164,736	*
Dick P. Allen(3)	28,892	—	13,400	*
Kim D. Blickenstaff(4)	204,282	13,562	169,123	*
Peyton R. Howell	948

SEC Form DEF 14A filed by Tandem Diabetes Care Inc.