Document

DEF 14A 1 a2021proxy-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 ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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)

Payment of Filing Fee (Check the appropriate box):


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Notice of Annual Meeting of Stockholders Date: May 18, 2021						Dear Stockholders: You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Tandem Diabetes Care, Inc., or the Annual Meeting, which will be held on Tuesday, May 18, 2021 at 3:00 p.m., Pacific time. The Annual Meeting will be held virtually via live internet webcast at www.virtualshareholdermeeting.com/TNDM2021. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement: 1.To elect three Class II directors for a three-year term to expire at the 2024 annual meeting of stockholders. 2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. 3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers. 4.To transact such other business as may properly be brought before the Annual Meeting and at any adjournment or postponement thereof.
To Cast Your Vote: www.proxyvote.com Time: 3:00 p.m. Pacific time –––––––						All of our stockholders as of March 23, 2021 are entitled to attend and vote at the Annual Meeting and at any adjournment or postponement thereof: Our board of directors recommends that you vote: FOR the election of each of the three director nominees named in Proposal 1. FOR the ratification of the appointment of our independent registered public accounting firm, as provided in Proposal 2. FOR the non-binding, advisory approval of the compensation of our named executive officers, as provided in Proposal 3.
						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 7, 2021

Contents



1			PROXY SUMMARY







4			COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRIORITIES


6			PROXY STATEMENT





7			VOTING RIGHTS AND PROCEDURES
10			CAUTION CONCERNING FORWARD-LOOKING STATEMENTS


11			PROPOSAL 1: ELECTION OF DIRECTORS


17			CORPORATE GOVERNANCE

17			DIRECTOR INDEPENDENCE
18			BOARD LEADERSHIP STRUCTURE
19			BOARD COMMITTEES
22			DIRECTOR NOMINATION PROCESS
23			CODES OF ETHICS AND CONDUCT
23			STOCKHOLDER ENGAGEMENT

25			DIRECTOR COMPENSATION


28			PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






30			AUDIT COMMITTEE REPORT




31			EXECUTIVE OFFICERS


33			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


35			COMPENSATION DISCUSSION AND ANALYSIS
38			STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
40			COMPENSATION PHILOSOPHY AND OBJECTIVES
43			COMPENSATION ELEMENTS
50			COMPENSATION GOVERNANCE

55			EXECUTIVE COMPENSATION


60			COMPENSATION COMMITTEE REPORT


61			PROPOSAL 3: NON-BINDING, ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS



63			OTHER MATTERS


Proxy Summary

Our Annual Meeting of Stockholders will take place virtually:

Date:

May 18, 2021

Time:

3:00 p.m. Pacific time

Meeting web address:

www.virtualshareholdermeeting.com/TNDM2021

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 2020 performance, please read our 2020 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. To vote via the internet during the meeting, visit www.virtualshareholdermeeting.com/TNDM2021. Have your notice or proxy card on hand and follow the instructions.

To vote by telephone, call 1-800-690-6903 before 11:59 P.M. Eastern Time on May 17, 2021. 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.


Tandem Diabetes Care			1			2021 Proxy Statement

Items to be Considered, Votes Required and Board Recommendations

Item

Votes Required
for Approval

Board’s Voting Recommendation

Page Reference

Proposal 1

To elect three Class II directors for a three-year term to expire at the 2024 annual meeting of stockholders.

Majority of votes cast by shares present in person or represented by proxy

FOR

Proposal 2

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Majority of shares present in person or represented by proxy

FOR

Proposal 3

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

Majority of shares present in person or represented by proxy

FOR

Board Nominees

Name

Age

Independent

Audit
Committee

Compensation Committee

Nominating and Corporate Governance Committee

Dick P. Allen

Rebecca B. Robertson

Rajwant S. Sodhi

Board Diversity


Gender			Age

Male

Female


Tandem Diabetes Care			2			2021 Proxy Statement

Proxy Summary

Director Qualifications and Experience

Financial

Strategic
Planning

Senior
Leadership

Diversity

Public
Board

Digital
Technology

Managed
Care

Diabetes
Industry

Information
Security

Consumer
Insights

International
Perspective

$499

MILLION

reported revenues

38%

INCREASE

reported revenues

2020 Business Highlights

> Achieved approximately $500 million in worldwide sales, demonstrating 38% growth

> Surpassed the milestone of having 200,000 customers in our worldwide installed base

> Successfully launched our Control-IQ technology

> Executed agreements with Abbott and Dexcom to enable future sensor technology integration

> Strengthened our balance sheet with the completion of a convertible debt offering

> Made meaningful internal product development and operational progress



Annual Sales ($ in Millions)	Customer Installed Base (Estimate Based on Rolling Four-Year Shipments)	Stock Price (Dollars per Share as of Dec. 31)

Domestic

International


Tandem Diabetes Care			3			2021 Proxy Statement

Proxy Summary

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

> 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 in 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.

COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRIORITIES

We are a medical device company dedicated to improving the lives of people with diabetes through relentless innovation and revolutionary customer experience. We strive to accomplish this mission while providing a safe and inclusive work environment and fostering diversity among our board of directors, executives and employees. Our positively different approach to insulin therapy management is reflected in our interactions with customers and healthcare providers, product development initiatives, and commitment to continuous improvement throughout our business. Our governance policies and practices help us appropriately manage risk and live out our corporate values in an ethical, responsible, and sustainable way. Our focus on continuous improvement is prevalent throughout our business, which is evidenced in our efforts to expand and improve our environmental, social, and governance, or ESG, initiatives.

Environmental

Social

Governance

> Expanded environmental, health and safety department team

> Energy and water use reduction programs

> Product innovation initiatives to reduce waste (e.g. 8 million+ disposable batteries saved from landfills since 2012)

> Reduced material packaging – new in 2020

> Landfill waste reduction

> Commingled recycling program

> Focused effort on understanding the environmental impact of our business with initiatives in place to support this effort

> Mission driven to improve the lives of people living with diabetes

> Board gender and ethnic diversity – expanded in 2020 and 2021

> Diversity and inclusion council – new in 2020

> Corporate charitable giving contributions

> Robust learning and development program for both emerging and established leaders

> Employee health and wellness programs

> 7 out of 9 independent board members

> Independent compensation evaluation

> Stock ownership guidelines – new in 2020

> Compensation clawback policy – new in 2020

> Majority voting standard for uncontested director elections – new in 2021

> Detailed ethics and compliance policies

> Confidential and anonymous whistleblower hotline


Tandem Diabetes Care			4			2021 Proxy Statement

Proxy Summary

As of December 31, 2020, we had approximately 1,500 regular full-time employees, all of whom work in the United States or Canada. We are committed to treating everyone equally without regard to personal characteristics including, but not limited to, race, color, national origin, ancestry, religion, sex, pregnancy status, sexual orientation, gender identity or expression, marital status, age, physical or mental disability, medical condition, genetic information or characteristics, or veteran status. We believe that a culture of inclusion, equity and diversity enables us to create, develop and fully leverage the strengths of our workforce to exceed customer expectations and meet our growth objectives. More than half of our employees are female, including one-third of our employees at the vice president level or higher, and approximately half of our employees are from an underrepresented ethnic community. We believe that bringing together different perspectives and experiences is fundamental to innovation and to continuing to raise the bar in the field of diabetes technology.

Fostering and maintaining a strong, healthy culture is a key strategic focus for our Company. In 2020, the San Diego Business Journal named us as “One of the Best Places to Work” in San Diego, an award given to “outstanding companies whose benefits, policies and practices are among the best in the region”. We were also ranked 6th as one of the “Best Places to Work in Idaho” for a company of our size of operations in the state. In addition, attracting, developing and retaining employees is critical to our longer term success. To support the advancement of our employees, we offer training and development programs encouraging advancement from within and continue to fill our team with strong and experienced management talent. We leverage both formal and informal programs to identify, foster, and retain top talent at both the corporate and operating level.

For additional information on our policies and programs regarding environmental impact and sustainability, community outreach and impact, human capital management, our Company culture, diversity, equity and inclusion, organizational development, total rewards, and employee health and safety, please see our Annual Report on Form 10-K under the captions “Environmental Impact and Sustainability,” “Community Outreach and Impact,” and “Human Capital.” Please also visit our website at https://investor.tandemdiabetes.com/corporate-governance/esg. Our Annual Report and website, however, are not part of this proxy solicitation material.


Tandem Diabetes Care			5			2021 Proxy Statement


Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors of Tandem Diabetes Care, Inc. for use at the 2021 annual meeting of stockholders, or the Annual Meeting, to be held on Tuesday, May 18, 2021, at 3:00 p.m. Pacific time, and at any adjournment or postponement thereof. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/TNDM2021. Tandem Diabetes Care, Inc. is sometimes referred to herein as “we,” “us,” “our” or the “Company.”

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, or the Annual Report, filed with the U.S. Securities and Exchange Commission, or SEC, on February 24, 2021, is being made available, together with this Proxy Statement, to stockholders at www.proxyvote.com. The Annual Report, however, is not a part of the proxy solicitation material. This Proxy Statement is being made available to stockholders on or about April 7, 2021.

Business of the Annual Meeting

The proposals described in this Proxy Statement will be voted upon at the Annual Meeting and at any adjournment or postponement thereof. Our board of directors recommends voting FOR each proposal described herein, as set forth below:

Proposal 1: To elect three Class II directors for a three-year term to expire at the 2024 annual meeting of stockholders.

Proposal 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

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

We will also consider such other business as may properly be brought before the Annual Meeting and at any adjournment or postponement thereof. As of March 23, 2021, or the Record Date, we are not aware of any other matters to be submitted by our stockholders for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named on the enclosed proxy card will vote the shares they represent using their best judgment. Kim D. Blickenstaff and Leigh A. Vosseller are the designated proxy holders. Mr. Blickenstaff is the Chair of our board of directors and Ms. Vosseller is our Executive Vice President, Chief Financial Officer and Treasurer.

Notice of Internet Availability of Proxy Materials

Under SEC rules, we are providing access to the proxy materials for the Annual Meeting via the internet. Instead of mailing printed copies of our proxy materials to each of our stockholders, we have elected to provide online access to them under the SEC’s “notice and access” rules. Accordingly, on or about April 7, 2021, 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, including this Proxy Statement and our Annual Report, each of which is available at www.proxyvote.com. The Notice also provides instructions on how to vote your shares through the internet, by telephone, or by mail. Please review the proxy materials prior to voting.

We believe compliance with the SEC’s “notice and access” rules allows us to provide our stockholders with the materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and reducing the environmental impact of the Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice prior to May 4, 2021.

Attending the Annual Meeting

The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/TNDM2021. We believe that holding the Annual Meeting in a virtual format will protect the health and safety of our stockholders and employees in light of the COVID-19 pandemic. We also believe that a virtual format will encourage stockholder attendance and participation while reducing costs and logistical complexity.

Similar to last year, 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, you will need to log in to the webcast using the 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 Tuesday, May 18, 2021.


Tandem Diabetes Care			6			2021 Proxy Statement

Proxy Statement

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.

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.

Technical Assistance for the Annual Meeting

We will have technical support ready to assist you with any difficulties you may experience accessing the live webcast. A technical support phone number will be posted at www.virtualshareholdermeeting.com/TNDM2021. Please call that phone number if you experience technical difficulties prior to or during the webcast. If you experience difficulties accessing the live webcast at the address above, please call 844-986-0822 if calling from a U.S. location, or 303-562-9302 if calling from an international location.

List of Stockholders

A list of stockholders entitled to vote at the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/TNDM2021.

VOTING RIGHTS AND PROCEDURES

Record Date and Voting Rights

Our stockholders at the close of business on 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, 62,555,485 shares of our common stock, or Common Stock, were issued and outstanding and entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of Common Stock held on all matters to be voted upon at the Annual Meeting.

Quorum, Abstentions and Broker Non-Votes

We need a quorum of stockholders in order 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 31,277,743 shares, are present in person (even if not voting) or represented by proxy at the Annual Meeting. 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, or Bylaws, and applicable law, to permit the further solicitation of proxies.

Votes withheld from any 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.

Stockholders of Record, Beneficial Owners

You are considered to be a stockholder of record if your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, on the Record Date. If, however, 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.


Tandem Diabetes Care			7			2021 Proxy Statement

Proxy Statement

How to Vote

Stockholders of Record

If you are stockholder of record, you may vote by proxy or by attending the virtual Annual Meeting where votes can be submitted electronically via live webcast. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote by proxy to ensure that your vote is counted.

If you wish to vote at the Annual Meeting virtually by live webcast you must visit the following website: www.virtualshareholdermeeting.com/TNDM2021. You will need to log in to the webcast using the 16-digit control number located on your Notice or, if you requested to receive printed proxy materials, the control number from the proxy card that was mailed to you. All shares that have been properly voted and not revoked will be voted at the Annual Meeting. However, even if you plan to attend the Annual Meeting virtually, we recommend that you vote your shares in advance via one of the methods listed below so that your vote will be counted if you later decide not to attend the meeting or if you experience technical difficulties during the meeting.

If you wish to vote by proxy, you can do so through the internet, by mail, or by telephone as described below:

•To vote through the 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. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern time on Monday, May 17, 2021.

•To vote by mail using a proxy card, you must request to receive printed proxy materials by following the instructions in the Notice. The proxy card will be provided with the printed proxy materials. Once received, simply complete, sign and date the proxy card and return it promptly in the postage-paid envelope provided.

•To vote 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. Telephonic voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern time on Monday, May 17, 2021.

The method you use to vote by proxy will not limit your right to virtually attend or vote at the Annual Meeting. If you are a stockholder of record and you indicate when voting that you wish to vote as recommended by our board of directors, or if you sign and return a proxy card without giving specific voting instructions, the proxy holders will vote your shares as recommended by our board of directors on all matters presented in this Proxy Statement, and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners

If you are a beneficial owner of shares registered in the name of your bank, broker or other nominee, 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. If you are a beneficial owner, you should have received the Notice or, if you requested to receive printed proxy materials, a proxy card and voting instructions with this Proxy Statement from your bank, broker or other nominee rather than from us. Simply complete, sign and date the proxy card and return it promptly in the postage-paid envelope provided to ensure that your vote is counted. You may be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet and telephonic voting. Please contact your nominee directly if you have any questions about voting your shares.

As a beneficial owner of shares registered in the name of your bank, broker or other nominee, 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.

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.


Tandem Diabetes Care			8			2021 Proxy Statement

Proxy Statement

Change of Vote, Revocation of Proxy

You may revoke your proxy or change your vote at any time before the polls are closed at the Annual Meeting. The procedures for revoking your proxy or changing your vote will depend on whether you are a stockholder of record or a beneficial owner of shares held in street name.

Stockholders of Record: If you are a stockholder of record, you may change your vote in one of the following ways:

•Subsequently casting a new vote via the internet or by telephone using your 16-digit control number, up until 11:59 p.m. Eastern time on May 17, 2021, which is the deadline for internet or telephone voting;

•Submitting another properly completed proxy card reflecting the subsequent date of completion;

•Sending a written notice that you are revoking your proxy to Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California, 92121, Attention: Corporate Secretary; or

•Attending the virtual Annual Meeting and voting via live webcast (although attendance will not in and of itself constitute a revocation of a proxy).

Beneficial Owners: If you are a beneficial owner of shares 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, or by attending the virtual Annual Meeting and voting via live webcast, provided you have obtained a valid legal proxy or a 16-digit control number from your nominee as described above.

Your most current 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.

Vote Required to Approve Each Proposal

Proposal 1 (Election of Three Class II Directors): You may vote “For,” “Against,” or “Abstain” with respect to each of the director nominees. We recently amended our Bylaws to implement a majority voting standard for the election of directors in uncontested elections. Pursuant to our majority voting standard, in an election of directors where the number of nominees does not exceed the number of directors to be elected, or an uncontested election, directors will be elected by the affirmative vote of a majority of the votes cast by the shares 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 that 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 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. Abstentions and broker non-votes are not counted as votes “For” or “Against” a director nominee and 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 YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1.

Proposal 2 (Ratification of Appointment of Independent Registered Public Accounting Firm): You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Approval of this proposal 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 the 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” the proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” PROPOSAL 2.


Tandem Diabetes Care			9			2021 Proxy Statement

Proxy Statement

Proposal 3 (Non-Binding, Advisory Approval of the Compensation of our Named Executive Officers – “Say-on-Pay”): You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Approval of this proposal 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 the 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 result of the vote. 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” the proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” PROPOSAL 3.

Cost of Soliciting Proxies

We will pay all of the costs of soliciting these proxies. In addition to the solicitation of proxies by use of the mail, our directors, officers and other employees may solicit proxies in person or by telephone, email, or otherwise, but will not receive any additional compensation for these services, although we may reimburse them for reasonable out-of-pocket expenses incurred in connection with such solicitation. Although 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. We may reimburse banks, brokers and other institutions, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding these proxy materials to beneficial owners of shares held of record by such persons and in obtaining authority to execute proxies.

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: Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California 92121, Attention: Corporate Secretary, or by telephone to: (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 Item 1A, “Risk Factors,” and elsewhere, in our Annual Report. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially 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			10			2021 Proxy Statement


Proposal 1: Election of Directors

Board Structure and Membership

Since May 2020 we have welcomed three new members to our board of directors: Dr. Kathleen McGroddy-Goetz, Ms. Peyton R. Howell and Mr. Rajwant S. Sodhi. These individuals were selected based on the experience and qualifications they bring as part of a well-rounded board of directors appropriate for a company of our scale and maturity.

The members of our board of directors who exited in 2020 are Howard E. Greene, Jr., Edward L. Cahill, and Richard P. Valencia. Mr. Greene and Mr. Cahill retired from our board, having served since 2008 and 2009, respectively. Mr. Valencia commenced employment for a privately held company developing diabetes-related products in May 2020. While his new employer was not developing insulin delivery technology, due to the potential for his new role to create actual or perceived conflicts of interest between Mr. Valencia and our Company and/or our third party collaborators, we requested that he resign as a director. The members of our board who departed in 2020 did not resign as a result of any disagreement with the Company on any matter relating to our operations, policies or practices.

We currently have nine members of our board of directors and no vacancies. Under our amended and restated charter 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 the Annual Meeting; 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 our 2022 annual meeting of stockholders.

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. 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.

Because only approximately one-third of our directors will be elected at each annual meeting of stockholders, two consecutive annual meetings 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 may be filled by the directors then in office.

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

Election of Directors

At the Annual Meeting, our stockholders are being asked to vote for the three Class II director nominees listed below to serve on our board of directors until our annual meeting of stockholders to be held in 2024 and until each of their successors has been elected and qualified, or until such director’s earlier death, resignation or removal. Each of the nominees is a current member of our board of directors whose term expires at the Annual Meeting. Each of these nominees has consented to serve, if elected.

Majority Voting Standard

Historically, our Bylaws included a plurality voting standard for uncontested director elections. In response to stockholder feedback, in February 2021 our board of directors amended our Bylaws to implement a majority voting standard for the election of directors in uncontested elections, which 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 in person 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.


Tandem Diabetes Care			11			2021 Proxy Statement

Proposal 1 | Election of Directors

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 act on 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 or removal pursuant to our Bylaws. 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. Abstentions and broker non-votes are not counted as votes cast and have no effect on the election of director.

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 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” EACH OF THE CLASS II DIRECTOR NOMINEES


Tandem Diabetes Care			12			2021 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 March 23, 2021 regarding their age, business experience, qualifications, attributes, skills, committee memberships, and other directorships:

Nominees for Election to Our Board of Directors for a Three-Year Term Expiring
at the 2024 Annual Meeting of Stockholders (Class II Directors)


DICK P. ALLEN	Lead Independent Director Chair, Nominating and Corporate Governance Committee	Age: 76 Director since: 2007

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.	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 Vice President 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.
REBECCA B. ROBERTSON	Director Member, Compensation Committee Member, Audit Committee	Age: 60 Director since: 2019

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.	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.


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Proposal 1 | Election of Directors


RAJWANT “RAJ” S. SODHI	Director Member, Audit Committee	Age: 47 Director since: 2021

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.	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 has served as the President of ResMed’s software as a service (SaaS) business since July 2017. He was previously ResMed’s 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 a M.B.A. and a B.S. in Mathematics and Statistics from Dalhousie University in Halifax, Nova Scotia.

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 March 23, 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 2022 Annual Meeting of Stockholders (Class III Directors)


PEYTON R. HOWELL	Director Member, Compensation Committee	Age: 53 Director since: 2020

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.	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.


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Proposal 1 | Election of Directors


DOUGLAS A. ROEDER	Director Chair, Compensation Committee Member, Nominating and Corporate Governance Committee	Age: 50 Director since: 2009

We believe Mr. Roeder’s experience on the board of directors of several companies in the life sciences industry provides him with key skills in working with directors, understanding board process and functions and working with financial statements. We also believe he brings to our board of directors his long-term investing experience with numerous companies in the healthcare and medical device industries, all of which qualify him for service on our board of directors.	Mr. Roeder has served on our board of directors since May 2009. Mr. Roeder joined Delphi Ventures as an Associate in 1998, and has been a Partner since 2000, where he has focused on medical devices, diagnostics and biotechnology. Prior to joining Delphi Ventures, Mr. Roeder was an Associate with Alex Brown’s Healthcare Investment Banking Group in San Francisco, where he focused on the medical device, life sciences and healthcare services industries. Mr. Roeder serves as a director of Senseonics Holdings, Inc. (NYSE-MKT: SENS), a continuous glucose monitoring company, and several privately held companies. He previously served as a director of Trivascular Technologies, Inc., a medical device company, which was acquired by Endologix, Inc. (Nasdaq: ELGX) in February 2016. He also previously worked with Putnam Associates, a strategy consulting firm focused on the pharmaceutical and biotechnology industries. Mr. Roeder holds an A.B. in Biochemistry from Dartmouth College.
JOHN F. SHERIDAN	President and Chief Executive Officer Director	Age: 65 Director since: 2019

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.	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 serves as a director of Acutus Medical, Inc. (Nasdaq: AFIB), an arrhythmia management company. Mr. Sheridan holds a B.S. in Chemistry from the University of West Florida and an M.B.A. from Boston University.


Tandem Diabetes Care			15			2021 Proxy Statement

Proposal 1 | Election of Directors

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	Chair of the Board of Directors	Age: 67 Director since: 2007

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.	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, from 1988 until its acquisition by Inverness Medical Innovations, Inc. in June 2007. Mr. Blickenstaff previously served as a director of Medivation, Inc., a biotechnology company, from 2005 to 2016, until its acquisition by Pfizer, and as a director of DexCom, Inc. (Nasdaq: DXCM), a provider of continuous glucose monitoring systems, from June 2001 to September 2007. 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.


KATHLEEN MCGRODDY-GOETZ, PH.D.	Director Member, Nominating and Corporate Governance Committee	Age: 57 Director since: 2020

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.	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. Dr. McGroddy-Goetz has served as the Global Head of Strategic Partnerships at Medidata Solutions, a Dassault Systemès Company, since October 2018 where she has 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.
CHRISTOPHER J. TWOMEY	Director Chair, Audit Committee	Age: 61 Director since: 2013

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.	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. Mr. Twomey also served as a director and chair of the audit committee of Senomyx, Inc., a flavor technology company, from March 2006 until its sale to Firmenich SA in November 2018. He also served as a director and chair of the audit committee of Cadence Pharmaceuticals, Inc., from July 2006 until it was acquired by Mallinckrodt plc in March 2014. Mr. Twomey holds a B.A. in Business Economics from the University of California, Santa Barbara.


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Corporate Governance

DIRECTOR INDEPENDENCE

Our board of directors has affirmatively determined that each of Mr. Allen, Ms. Howell, Dr. McGroddy-Goetz, Ms. Robertson, Mr. Roeder, Mr. Sodhi, and Mr. Twomey meet the definition of “independent director” under applicable SEC rules and Nasdaq listing rules. Mr. Blickenstaff and Mr. Sheridan do not meet the definition of “independent director” because Mr. Blickenstaff was our employee until March 2020, and Mr. Sheridan is our current employee.

Certain Relationships and Related Party Transactions

Except as set forth below, there are no family relationships between any director or executive officer, and there were no transactions or series of similar transactions since January 1, 2020, or any currently proposed transactions, to which we were or are a party that are required to be reported in accordance with applicable SEC rules in which:

•the amount involved exceeds $120,000; and

•any of our directors, nominees for director, executive officers, any holder of more than 5% of our Common Stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest.

Mr. Sheridan, our President and Chief Executive Officer and a member of our board of directors, and Ms. Vosseller, our Executive Vice President, Chief Financial Officer and Treasurer, are involved in a personal relationship and share a primary residence. Ms. Vosseller reports directly to Mr. Sheridan. Our board of directors is informed of the relationship and, due to the direct reporting arrangement, we have taken appropriate actions to ensure compliance with Company policies and procedures. Mr. Sheridan and Ms. Vosseller will not be involved in setting compensation or benefits for one another, which will continue to be determined by our compensation committee. In addition, in consideration of the circumstances, following Mr. Sheridan’s promotion to President and Chief Executive Officer in 2019, our audit committee implemented certain additional internal controls and procedures.

Mr. Twomey, a member of our board of directors, is the brother-in-law of one of our employees who is a manufacturing engineer who we have employed since August 2019. No conflict of interest risks have been identified as a result of their relationship. Mr. Twomey does not serve on our compensation committee and is not involved in decision-making regarding his brother-in-law’s compensation. For 2020, the aggregate amount of this employee’s annual compensation was approximately $154,000, which includes the employee’s base salary and cash incentive bonus paid in 2020 as well as the value of stock-based compensation granted in 2020. The compensation structure and aggregate compensation amount paid to this employee is commensurate with our other employees with similar titles, skills and levels of experience.

Procedures for Approval of Related Party Transactions

Our board of directors has adopted a Related Party Transaction Policy to assist us in identifying, reviewing and approving or rejecting related party transactions. Under the policy, our Compliance Officer (as defined in the policy) is charged with the primary responsibility for determining whether, based on the facts and circumstances, a related person has a direct or indirect material interest in a current or proposed transaction. To assist the Compliance Officer in making this determination, the policy sets forth certain categories of transactions that are deemed not to involve a direct or indirect material interest of the related person. If, after applying these categorical standards and weighing all of the facts and circumstances, the Compliance Officer determines that the related person would have a direct or indirect material interest in the transaction, the Compliance Officer must present the transaction to the audit committee for review or, if impracticable under the circumstances, to the Chair of the audit committee. The audit committee must then either approve or reject the transaction in accordance with the terms of the policy.

Agreements with Directors

None of our directors or director nominees were selected pursuant to any arrangement or understanding, other than with our directors acting within their capacity as such.

Legal Proceedings with Directors

There are no legal proceedings related to any of the directors or director nominees which require disclosure pursuant to applicable SEC rules.


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BOARD LEADERSHIP STRUCTURE

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 until March 2019, when Mr. Sheridan was appointed as his successor.

While serving as Executive Chair, Mr. Blickenstaff was an employee of the Company, participating in external and corporate strategy and investor relations efforts, as well as providing guidance to our Chief Executive Officer during his transition period.

The Chair position is intended to be separate and distinct from the position of Chief Executive Officer. For instance, in his role as Chair, Mr. Blickenstaff continues to provide input on our corporate strategy; however, he is no longer an employee and he does not participate in day-to-day management of our personnel, business or operations. We believe separating these positions allows our Chief Executive Officer to focus on the day-to-day management of our business, while allowing our Chair to focus his primary attention on matters involving strategy, corporate governance and board oversight.

Mr. Allen, who previously served as Chair of our board of directors, currently serves as our Lead Independent Director. We created the position of Lead Independent Director in March 2019 primarily because we recognize that Mr. Blickenstaff, the Chair of our board of directors, and Mr. Sheridan, our President and Chief Executive Officer, do not qualify as independent directors due to their recent or current employment relationships with us. Our Lead Independent Director provides independent oversight of management and our board of directors, and leads executive sessions of our board of directors when only non-employees are present.

We expect to continue to assess the most appropriate board leadership structure for the Company on a regular basis and may make changes to the structure based upon the evolving needs of our business, governance best practices, and other factors deemed relevant by our board of directors.

Board Role in Risk Oversight

Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our business, operations, strategic direction and regulatory environment, as well as legal, financial, compliance, liability, information technology, human capital management, compensation, cybersecurity, environmental, social, governance, and reputational risks. Currently, we are continuing to assess and respond to the substantial operational and commercial risks relating to the rapid growth of our business operations while also navigating the impacts of the COVID-19 pandemic. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of our board of directors in overseeing the management of our risks is realized primarily through committees of our board of directors, as discussed in greater detail in the descriptions of the roles and responsibilities of each of the committees below. Our full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of particular risks, the chair of the relevant committee typically reports to the full board of directors during the next board meeting. For example, our nominating and corporate governance committee receives updates and its chair makes reports to the full board of directors relating to environmental, social, and governance risks, and to assessments by third-party experts concerning our cybersecurity, information security, and data privacy risks, as well as the mitigation of those risks.

Board and Committee Meetings

During 2020, our board of directors met five times (including telephonic meetings) and took action by written consent six times. Each director attended at least 75% of the meetings held by our board of directors and by each committee on which he or she served while he or she was a director during the year.

Director Attendance at Annual Meetings


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Corporate Governance

Although we do not have a formal policy regarding attendance by members of our board of directors at each annual meeting of stockholders, we encourage all of our directors to attend in person, or virtually, depending on the meeting format.

Executive Sessions

In accordance with the applicable Nasdaq Listing Rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

BOARD COMMITTEES

Our board of directors has three standing committees: the audit committee, the compensation committee, and the nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of our board of directors when necessary to address specific issues. For instance, as needed we have established a pricing committee to determine the offering price and other terms of various financings we have pursued.

Each of the three standing committees has a written charter that has been approved by our board of directors. A copy of each charter is available at https://investor.tandemdiabetes.com/corporate-governance/esg. However, the information contained on our website is not incorporated by reference in, or considered part of, this Proxy Statement and references in this Proxy Statement to our website are to inactive textual references only.

As of December 31, 2020, our audit committee was comprised of Mr. Twomey (Chair), Ms. Robertson and our former director, Edward L. Cahill; our compensation committee was comprised of Mr. Roeder (Chair), Ms. Howell and Ms. Robertson; and our nominating and corporate governance committee was comprised of Mr. Allen (Chair), Dr. McGroddy-Goetz and Mr. Roeder. Mr. Cahill resigned from our board of directors effective December 31, 2020 and was replaced by Mr. Sodhi effective January 1, 2021, at which time Mr. Sodhi also became a member of our audit committee.

As of March 23, 2021, the members of each standing committee were as follows:

Name

Audit Committee

Compensation Committee

Nominating and Corporate
Governance Committee

Kim D. Blickenstaff

John F. Sheridan

Dick P. Allen

Chair

Peyton R. Howell

Kathleen McGroddy-Goetz, Ph.D.

Rebecca B. Robertson

Douglas A. Roeder

Chair

Rajwant S. Sodhi

Christopher J. Twomey

Chair

Audit Committee

During 2020, our audit committee met four times (including telephonic meetings) and took no action by written consent. Each of the members of the audit committee has been determined to be an “independent director” under applicable SEC rules and Nasdaq listing rules. Our board of directors has affirmatively determined that Mr. Twomey is designated as an “audit committee financial expert.”

Our audit committee’s roles and responsibilities include, among others:

•appointing, terminating, compensating and overseeing the work of any independent auditor engaged to prepare or issue an audit report or to provide other audit, review or attest services;


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Corporate Governance

•reviewing all audit and non-audit services to be performed by the independent auditor, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence;

•reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and internal controls and the audits of our financial statements;

•establishing and overseeing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by our employees regarding questionable accounting or auditing matters;

•reviewing and discussing any alleged fraud involving management or any employee with a significant role in our internal controls over financial reporting that are disclosed to the audit committee;

•investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisors as the audit committee deems necessary;

•determining the compensation of the independent auditors, and of other advisors hired by the audit committee;

•reviewing and discussing with management and the independent auditor the annual and quarterly financial statements prior to their release;

•monitoring and evaluating the independent auditor’s qualifications, performance and independence on an ongoing basis;

•monitoring periodic reviews of the internal audit function;

•reviewing and assessing, on an annual basis, the adequacy of the audit committee’s formal written charter;

•reviewing related party transactions for potential conflict of interest situations on an ongoing basis, and approving or rejecting such transactions; and

•overseeing such other matters that are specifically delegated to the audit committee by our board of directors from time to time.

Compensation Committee

During 2020, our compensation committee met six times (including telephonic meetings) and took action by written consent six times. Each of the members of the compensation committee has been determined to be an “independent director” under applicable SEC rules and Nasdaq listing rules.

Our compensation committee’s roles and responsibilities include, among others:

•developing, reviewing, and approving our overall compensation programs, and regularly reporting to the board of directors regarding the adoption of such programs;

•developing, reviewing and recommending to the board of directors or approving our cash and stock incentive plans, including approving individual grants or awards thereunder, and regularly reporting to the board of directors regarding the terms of such plans and individual grants or awards;

•reviewing and approving individual and Company performance goals that may be relevant to the compensation of executive officers and other key employees;

•reviewing, recommending to the board of directors or approving the terms of any employment agreement, severance or change in control arrangements, or other compensatory arrangement with any executive officers or other key employees;

•reviewing and, to the extent deemed necessary or appropriate by the compensation committee, discussing with management the tables and narrative discussion regarding executive officer and director compensation to be included in the annual proxy statement;

•reviewing and assessing, on an annual basis, the adequacy of the compensation committee’s formal written charter;

•delegate authority to the Chief Executive Officer or the Chief Financial Officer to grant equity incentive plan awards to our non-executive employees consistent with the parameters approved in advance by the compensation committee; and


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Corporate Governance

•overseeing such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Nominating and Corporate Governance Committee

During 2020, our nominating and corporate governance committee met eight times (including telephonic meetings) and took no action by written consent. Each of the members of the nominating and corporate governance committee has been determined to be an “independent director” under applicable SEC rules and Nasdaq listing rules.

Our nominating and corporate governance committee’s roles and responsibilities include, among others:

•identifying and screening candidates for our board of directors, and recommending nominees for election as directors;

•reviewing and assessing, on an annual basis, the performance of our board of directors and any committee thereof;

•review and discuss with management commercial insurance arrangements, exclusive of employee benefit arrangements;

•reviewing and assessing risk and risk management guidelines with respect to day-to-day operations, including and among other matters, privacy, cybersecurity and information security risk oversight;

•reviewing environmental, social and governance risks and practices;

•reviewing the structure of our board of directors’ committees and recommending to our board of directors for its approval directors to serve as members of each committee, including each committee’s respective chair, if applicable;

•reviewing and assessing, on an annual basis, the adequacy of the nominating and corporate governance committee’s formal written charter; and

•generally advising our board of directors on corporate governance and related matters.

Compensation Committee Interlocks and Insider Participation

Ms. Howell, Ms. Robertson, Mr. Roeder, and former director Mr. Greene each served on our compensation committee during the fiscal year ended December 31, 2020. Each of these members was determined to be an independent director under applicable SEC rules and regulations and applicable NASDAQ listing standards. None of the members of our compensation committee is or has ever been an officer or employee of the Company or any of its subsidiaries. None of the members of our compensation committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K, nor is any such relationship currently contemplated. None of our executive officers currently serves, or in the past year has served, as a member of our board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of our board of directors and any member of the compensation committee (or other committee performing equivalent functions) of any other company.

We have entered into an indemnification agreement with each of our directors, including each of the current members of our compensation committee.


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Corporate Governance

DIRECTOR NOMINATION PROCESS

The goal of our nominating and corporate governance committee is to assemble a well-rounded board of directors that consists of directors with backgrounds that are complementary to one another, reflecting a variety of experiences, skills and expertise appropriate for a company of our scale and maturity, such as:

Financial

Strategic
Planning

Senior
Leadership

Diversity

Public
Board

Digital
Technology

Managed
Care

Diabetes
Industry

Information
Security

Consumer
Insights

International
Perspective

In considering whether to recommend any candidate for inclusion in the slate of recommended nominees for our board of directors, including candidates recommended by stockholders, the nominating and corporate governance committee applies the following selection criteria, which are consistent with those set forth in its charter:

•Each director should be committed to enhancing long-term stockholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity;

•The board of directors should be well-rounded, consisting of directors with backgrounds that are complementary to one another, reflecting a variety and diversity of professional experiences, skills, education, expertise, socio-economic backgrounds, and personal characteristics (including, but not limited to, diversity of gender, ethnicity, race, sexual orientation and age);

•Each director should be free of any conflicts of interest which would violate applicable laws, rules, regulations or listing standards, conflict with any of our corporate governance policies or procedures, or interfere with the proper performance of his or her responsibilities;

•Each director should possess experience, skills and attributes which enhance his or her ability to perform duties on our behalf. In assessing these qualities, the nominating and corporate governance committee will consider such factors as (i) expertise in the areas of technology, privacy, cybersecurity, manufacturing, accounting, finance, sales, marketing, strategy, financial reporting or corporate governance, (ii) professional experience in diabetes care, the medical device industry, insurance reimbursement or the healthcare industry generally, (iii) the oversight or performance of clinical research studies, and (iv) experience in global commercial operations of highly regulated industries, as well as other factors that would be expected to contribute to the overall effectiveness of our board of directors;

•Each director should have the willingness and ability to devote the necessary time and effort to perform the duties and responsibilities of board membership; and

•Each director should demonstrate his or her understanding that his or her primary responsibility is to our stockholders, and that his or her primary goal is to serve the best interests of those stockholders, and not his or her personal interests or the interests of a particular group or stockholder.


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Corporate Governance

Board and Management Diversity

In recommending director nominees for appointment to our board of directors, our nominating and corporate governance committee values and actively considers diversity attributes and characteristics, including but not limited self-identified characteristics such as gender, ethnicity, race, sexual orientation, and age. In particular, in recent years, our board of directors has specifically reviewed and considered the input of our stockholders who have expressed an interest in greater gender and ethnic diversity on our board of directors. Our independent and highly-qualified nominating and corporate governance committee exercises its judgement in recommending candidates with the most appropriate mix of characteristics, experiences, skills and expertise. Our board of directors currently consists of three female members and one member who identifies with an underrepresented ethnic community.


Director Gender			Director Age

We also believe that fostering a culture of diversity, equity and inclusion begins with our management team, and we regard diversity in our workforce as essential to serving our customers and communities, and executing on our long-term strategies. Women hold half of our top six executive management positions, and one-third of our positions at the Vice President level or higher. We continue to work to cultivate an inclusive working environment and to enhance the diversity of our management team and board of directors.

Stockholder Nominees

Our nominating and corporate governance committee currently has a policy of evaluating nominees recommended by stockholders in the same manner as it evaluates other nominees. Under our Bylaws, stockholders wishing to propose a director nominee should send the required information to Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California 92121, Attention: Corporate Secretary.

CODES OF ETHICS AND CONDUCT

We have adopted a code of ethics that applies to our President and Chief Executive Officer and other senior financial officers (our Chief Financial Officer, and other senior financial officers performing similar functions), which is designed to meet the requirements of the applicable SEC rules. We have also adopted a code of ethics that applies to all of our employees, officers and directors, which is designed to meet the requirements of the applicable Nasdaq listing rules. Each of these documents is available at https://investor.tandemdiabetes.com/corporate-governance/esg. We expect that any amendment to either code of ethics, or any waivers of their respective requirements that are applicable to executive officers or directors, will be disclosed on our website or in our future filings with the SEC.

STOCKHOLDER ENGAGEMENT

We have consistently demonstrated our commitment to open and interactive dialogue with our stockholders. Our relationship with our stockholders, as the owners of our Company, is an important part of our success, and we seek to engage meaningfully with our stockholders to ensure their views are shared with our board of directors and management team, and actively considered in discussions of our strategy, operational performance, financial results, corporate governance, compensation programs, and related matters.

While our board of directors has a fiduciary duty to our stockholders and represents their interests, our management team is primarily responsible for investor relations. Our management team believes that active stockholder engagement drives increased corporate accountability, improves decision making, and ultimately creates long-term value for our stockholders.


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Corporate Governance

In recent years, we have taken measures to evolve our executive compensation and governance practices as the Company matures. In alignment with these efforts, we have increasingly engaged in proactive stockholder outreach to solicit feedback on our practices, and to incorporate the feedback into our decision-making processes. For example, in the fourth quarter of 2020, we initiated a formalized outreach effort to more than 25 of our largest stockholders, representing approximately 65% of our shares outstanding, to understand their feedback on our business practices, with a particular focus on executive compensation and environmental, social and governance matters.

Recent Changes in Response to Stockholder Feedback

Corporate Governance

Executive Compensation

> Reduced annual equity burn rate on track to achieve goal and stockholder commitment of three-year average burn rate not to exceed 3.7% by June 2021

> Shifted our executive officer equity award program from a share-denominated model to a value-denominated model

> Adopted stock ownership guidelines for directors and executive officers

> Transitioned from 100% use of stock options in 2019, to including 40% RSUs in 2020, and adding a performance-based vesting element to equity awards in 2021

> Implemented compensation clawback policy

> Reduced complexity of short-term incentive plan in 2021

> Implemented majority voting standard for uncontested director elections

> Re-analyzed peer group company and benchmark practices for our executive officers at the 60th percentile

For additional information about executive compensation related changes, see the “Compensation Discussion and Analysis” section of this Proxy Statement.

Stockholder Communications with our Board of Directors

Stockholders seeking to communicate with our board of directors as a whole may send such communication to: Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California 92121, Attention: Corporate Secretary. Stockholders seeking to communicate with an individual director, in his or her capacity as a member of our board of directors, may send such communication to the same address, to the attention of such individual director. We will generally forward any such stockholder communication to each director to whom such stockholder communication is addressed to the address specified by each such director, unless we determine that the communication is unduly hostile, threatening, illegal or otherwise unsuitable for receipt by the director. Additional information about our stockholder communication policy can be found at https://investor.tandemdiabetes.com/corporate-governance/esg.


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Director Compensation

Director Compensation Overview

Our director compensation program is intended to provide a total compensation package that enables us to attract and retain diverse, qualified and experienced individuals to serve as our directors, and to align our directors’ interests with those of our stockholders.

Director Compensation Program - 2020

During 2020, our non-employee directors earned a cash retainer for service on our board of directors and an additional amount for service on each committee of which the director was a member. The Chair of our board of directors earned a higher annual retainer for such service (which was in lieu of, and not in addition to, director annual retainers), and the chair of each committee earned a higher annual retainer for such service (which was in lieu of, and not in addition to, member annual retainers). The annual cash retainers for directors and committee members were pro-rated based on the period of time during which service was provided during the year and generally were paid on a quarterly basis.

Under the director compensation program, the annual fees non-employee directors earned for service on our board of directors, and for service on each committee of our board of directors of which the director was a member, during 2020 were as follows:


	Member Annual Retainer		Chair Annual Retainer
Board of Directors	$	45,000	$	160,000
Audit Committee	$	10,000	$	23,000
Compensation Committee	$	7,500	$	17,000
Nominating and Corporate Governance Committee	$	5,000	$	10,000

Mr. Blickenstaff served in the role of Executive Chair through March 6, 2020, after which time he assumed the role of Chair and ceased being an employee. Mr. Blickenstaff’s annual cash compensation for serving as our Chair was $160,000, which was paid on a pro rata basis for his time in the Chair role during 2020. We also paid Mr. Blickenstaff’s COBRA subsidy, which is currently approximately $25,000 per year. During 2020, Mr. Allen’s annual cash compensation for serving as our Lead Independent Director continued to be $40,000, which was in addition to his participation in our director compensation program.

For 2020, each non-employee director who commenced service on our board of directors was eligible to receive an onboarding award consisting of either stock options with an aggregate Black-Scholes value of $300,000, or restricted stock awards with an aggregate grant date fair value of $300,000. The form of the award was determined by our board of directors (or a designated committee thereof) at the time of each grant. In 2020, initial onboarding grants were issued in the form of restricted stock awards, which vest in equal annual installments over a three-year period, subject to the director’s continued service.

In addition, on the date of the 2020 annual meeting of stockholders, each non-employee director continuing to serve as a director following the annual meeting was granted restricted stock awards with an aggregate grant date fair value of $170,000. These annual grants, which have been historically issued in the form of stock options or restricted stock awards, were prorated based on the number of full months of service on our board of directors since the prior annual meeting of stockholders, and vest annually in the case of restricted stock, or vest monthly over a 12-month period in the case of stock options.

The exercise price of all stock options granted pursuant to our director compensation program equaled the closing price of our Common Stock on the grant date, and the grant date fair value of all restricted stock awards was based on the closing price of our Common Stock on the grant date. Each of these stock options and restricted stock awards were granted under the terms of our Amended and Restated 2013 Stock Incentive plan, or the 2013 Plan.


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Director Compensation

Director Compensation Table - 2020

The following table provides a summary of the compensation of our non-employee directors for the fiscal year ended December 31, 2020.


Name	Fees Earned or Paid in Cash ($)		Stock Awards($)(1)		Total
Dick P. Allen	$	98,542	$	155,787	$	254,329
Kim D. Blickenstaff (2)	$	91,000	$	155,787	$	246,787
Edward L. Cahill (former director) (3)	$	54,375	$	155,787	$	210,162
Howard E. Greene, Jr. (former director) (3)	$	33,846

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