SEC Form DEF 14A filed by TransMedics Group Inc.

Message To Our Shareholders

 

				Our mission at TransMedics has always been to expand the utilization of available donor organs for transplantation while delivering the best possible clinical outcomes for our transplant patients. It is indisputable that TransMedics has been successfully delivering on our mission. Today, TransMedics is radically transforming the field of organ transplantation globally and has already played an integral part in saving thousands of lives. Enabled by our disruptive OCS™ technology, comprehensive NOP™ clinical services, and our rapidly growing integrated transplant logistics network, we are doing things today that few thought possible in the organ transplant field few years ago.

Dear Fellow Shareholders:

Notice of Annual Meeting of Shareholders

Purposes of the Meeting

Voting

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote by remote communication at the Annual Meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in the Proxy Statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend. You will need the 16-digit control number included with the Notice, on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting.

The accompanying Proxy Statement and our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which includes our audited financial statements, are also available for viewing, printing and downloading at http://investors.transmedics.com/ under the Investors/Financial Information page and at http://www.proxyvote.com.

By Order of the Board of Directors

Anil Ranganath

Senior Vice President, General Counsel and Corporate Secretary

Andover, MA

April 10, 2025

Table of Contents

Proxy Statement Summary

This Proxy Statement relates to the solicitation of proxies by the Board of Directors (“Board”) of TransMedics Group, Inc. (”TransMedics” or “Company”), for use at the 2025 Annual Meeting of Shareholders (“Annual Meeting”), and at any adjournment of that meeting. The Annual Meeting is scheduled to be held on May 22, 2025, at 8:00 A.M., Eastern Time, at www.virtualshareholdermeeting.com/TMDX2025. On or about April 10, 2025, we will commence sending the Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders entitled to vote at the Annual Meeting.

References throughout the Proxy Statement to “TransMedics Group, Inc.”, “TransMedics”, “we”, “us”, “our”, or the “Company” refer to TransMedics Group, Inc., unless the context otherwise indicates.

Purposes of the Meeting

The purposes of the Annual Meeting are:

Shareholders Entitled to Vote at the Meeting

Our Board has established the close of business on March 25, 2025 as the “record date” for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (and any adjournments) if our records show that you owned our common stock at that time. As of this record date, 33,824,224 shares of our common stock, including 5,445 shares of restricted stock, were issued and outstanding, held by approximately 26 registered shareholders of record. Each issued and outstanding share of common stock as of the record date is entitled to one vote on each matter properly to come before the Annual Meeting and can be voted only if the record owner of that share, determined as of the record date, is present by remote communication at the Annual Meeting or represented by proxy. A list of shareholders entitled to vote will be available for examination during the Annual Meeting at www.virtualshareholdermeeting.com/TMDX2025.

Voting Shares That You Hold In Your Name

If you are a shareholder of record on the record date for the Annual Meeting, you may vote by proxy or you may attend the Annual Meeting and vote by remote communication at the meeting. If you do not attend the Annual Meeting, you may:

Virtual Meeting

Our Annual Meeting will be a virtual meeting, which will be conducted via live webcast. We believe hosting a virtual meeting will allow for greater shareholder attendance at the Annual Meeting by enabling shareholders who might not otherwise be able to travel to our physical meeting to attend online and participate from any location.

Proxy Statement Summary

To participate in the Annual Meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/TMDX2025. You will need the 16-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials.

Instructions should also be provided on the voting instruction card provided by your bank or brokerage firm. If you do not have your 16-digit control number and choose to attend the meeting online, you will be able to listen to the meeting only, however, and you will not be able to vote or submit questions during the meeting.

Attending the Annual Meeting

The Annual Meeting will be held entirely online at www.virtualshareholdermeeting.com/TMDX2025. A summary of the information you need to attend the Annual Meeting online is provided below:

Webcast replay of the Annual Meeting will be available until the sooner of May 22, 2026 or the date of the 2026 Annual Meeting of Shareholders.

Technical Assistance for the Virtual Access to the Annual Meeting

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting website. If you encounter any difficulties accessing the Annual Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

Voting Shares That You Hold in Brokerage or Similar Accounts

Many shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If you hold your shares in one of these ways, you are considered a beneficial owner, not a record owner, and you therefore have no direct vote on any matter to come before the Annual Meeting. Your broker, bank or nominee will send you voting instructions for you to use in directing the broker, bank or nominee in how to vote your shares. Your broker, bank or nominee may allow you to deliver your voting instructions via the telephone or the Internet.

A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote the shares on a proposal because the broker, bank or other nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. Brokers, banks or other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a broker, bank or other nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the Securities and Exchange Commission (“SEC”), we expect that the proposal on ratification of the appointment of our independent registered public accounting firm (Proposal 3) will be a routine matter and that the election of each nominee for director (Proposal 1) and the proposal on an advisory vote on executive compensation (Proposal 2), will be non-routine matters. Accordingly, if you hold your shares through a broker, bank or other nominee and you do not timely provide your broker, bank or other nominee with specific instructions on how to vote your shares, your broker, bank or other nominee would not be authorized to cast a vote on your behalf on Proposal 1 (election of each nominee for director) or Proposal 2 (advisory vote on executive compensation), but would be authorized to cast a vote on your behalf, in its discretion, on Proposal 3 (ratification of the appointment of PricewaterhouseCoopers LLP). In such cases, a “broker non-vote” may be

Proxy Statement Summary

entered with respect to your shares on Proposal 1 and Proposal 2 to reflect that your broker was present with respect to your shares at the meeting but was not exercising voting rights on your behalf with respect to those shares. Broker non-votes and abstentions will have no effect on the outcome of each proposal. Brokers, banks and other nominees generally have discretionary authority to vote on the ratification of the appointment of an independent registered public accounting firm (Proposal 3); thus, we do not expect any broker non-votes on this matter.

Your Voting Options on Each of the Proposals

You may vote “for”, “against” or “abstain” with respect to the election of each nominee for director (Proposal 1).

You may vote “for,” “against” or “abstain” with respect to the proposal on the compensation of our named executive officers (Proposal 2).

You may vote “for,” “against” or “abstain” with respect to the proposal on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025 (Proposal 3).

If any other matter is presented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder named in the proxy card in accordance with his or her best judgment. At the time this Proxy Statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this Proxy Statement.

Our Board’s Voting Recommendations

Our Board recommends that you vote:

If any other matter is properly brought before the Annual Meeting, the Company — through the individual named in the proxy and acting as the “proxy holder,” or his or her designee, and pursuant to the blanket authorization granted under the proxy — will vote your shares on that matter in accordance with the discretion and judgment of the proxy holder.

It is very important that your shares be represented and voted whether or not you plan to attend the Annual Meeting.

Required Votes to Approve Each Proposal

As a shareholder, you are entitled to cast one vote per share for each of the eight (8) nominees for election as directors at the Annual Meeting, but you may not cumulate your votes (in other words, you may not cast votes representing eight times the number of your shares entitled to vote in favor of a single nominee). A majority of the votes properly cast for election of a director will effect such election. However, in the event that shareholders are to select among several alternative nominees in an election of directors (such as when there are more nominees than directorships), directors will be elected from among the nominees based on those directors receiving the most “for” votes until all board seats are filled. A properly returned proxy indicating “abstain” with respect to the election of one or more directors will not be counted as a vote cast with respect to the director or directors indicated. “Broker non-votes” will not be counted as votes cast on the proposal and will have no effect on the election of directors.

A majority of the votes properly cast at the meeting will approve: (i) the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and (ii) all other matters that arise at the Annual Meeting.

Please note, however, that because the vote on the ratification of PricewaterhouseCoopers LLP is a non-binding advisory vote, the results of such vote will not be binding upon our Board or its committees.

Proxy Statement Summary

No vote is required for approval of the compensation of our named executive officers, as this is a non-binding advisory vote. Our Board and its committees value the opinions of our shareholders and will consider the result of this vote in making future decisions relating to executive compensation arrangements.

Quorum

Massachusetts law provides that any shareholder action at a meeting requires that a quorum exist with respect to that meeting. Once a share is represented for any purpose at a meeting, it is deemed by Massachusetts law to be present for quorum purposes for the remainder of the meeting and (unless the shareholder attends solely to object to lack of notice, defective notice or the conduct of the meeting on other grounds, or a new record date is or must be set for any such adjournment) any adjournment of that meeting.

A majority of the shares of common stock entitled to vote at the Annual Meeting, present by remote communication at the meeting or by proxy, will constitute a quorum for all purposes at the meeting. If a quorum should not be present, the Annual Meeting may be adjourned from time to time until a quorum is obtained.

Shares held of record by shareholders who (by remote communication at the meeting or by proxy) abstain from voting on any or all proposals (and shares represented by “broker non-votes,” described above under “Voting Shares That You Hold in Brokerage or Similar Accounts”) will be included in the number of shares present at the meeting for purposes of determining the presence of a quorum. However, abstentions and “broker non-votes” as to any proposal will not be considered to be votes that have been “cast” on that proposal and therefore will not affect the outcome of the vote on any proposals described by this Proxy Statement.

Voting on Possible Other Matters

We are not aware that any person intends to propose that any matter, other than the three numbered proposals specifically described by this Proxy Statement, be presented for consideration or action by our shareholders at the Annual Meeting. If any such other matter should properly come before the meeting, however, favorable action on such matter would generally require the votes cast favoring the matter exceeding the votes opposing the matter to constitute favorable action on the matter, unless our Articles of Organization or Bylaws or applicable law require otherwise. If you vote by proxy, you will be granting the proxy holder authority to vote your shares on any such other matter in accordance with his discretion and judgment.

Revocation of Proxies or Voting Instructions

A shareholder of record who has delivered a proxy card in response to this solicitation may revoke it before it is exercised at the Annual Meeting by executing and delivering a timely and valid later-dated proxy, by a timely and valid later Internet or telephone vote, by voting by remote communication at the meeting or by giving written notice to the Corporate Secretary. Attendance at the Annual Meeting online will not have the effect of revoking a proxy unless a shareholder gives proper written notice of revocation to the Corporate Secretary before the proxy is exercised or the shareholder votes by remote communication at the meeting. Beneficial owners who have directed their broker, bank or nominee as to how to vote their shares should contact their broker, bank or nominee for instructions as to how they may revoke or change those voting directions.

Solicitation of Proxies

Our Board is making this solicitation of proxies for the Annual Meeting. We will bear all costs of such solicitation, including the cost of preparing and distributing this Proxy Statement and the enclosed form of proxy and including the cost of hosting the virtual meeting. After the initial distribution of this Proxy Statement, proxies may be solicited by mail, telephone, or personally by directors, officers, employees or agents of the Company. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners, and we will pay their reasonable out-of-pocket expenses.

Proposal 1 Election of Directors

Our Board currently consists of eight (8) directors. In accordance with the terms of our restated articles of organization (“Articles of Organization”) and second amended and restated bylaws (“Bylaws”), all of our directors serve for one-year terms and are elected annually. We are nominating the eight (8) current directors listed below for re-election. If re-elected, each of these eight (8) nominees will serve on our Board until the 2026 annual meeting of shareholders (“2026 Annual Meeting of Shareholders”), or until his or her successor is duly elected and qualified in accordance with our Articles of Organization and Bylaws, or his or her earlier death, resignation or removal.

Below is certain information concerning our Board’s nominees for election at the 2025 Annual Meeting. The biographies of each of the nominees below contain information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and our Board to determine that the person should be re-elected as a director of the Company.

Following the director biographies is information concerning our corporate governance structure, including descriptions of the standing committees of our Board, namely our Audit Committee (“Audit Committee”), Compensation Committee (“Compensation Committee”) and Nominating and Corporate Governance Committee (“Nominating and Corporate Governance Committee”). The directors serving on each committee are listed in the descriptions below. Our directors may also serve on other committees of our Board and the board of directors of the Company’s subsidiaries that are not required to be described by this Proxy Statement and which are therefore not identified in the information below.

Elsewhere in this Proxy Statement you will find information concerning the number of shares of our common stock that are beneficially owned by each of our directors (see “Security Ownership of Certain Beneficial Owners and Management”) and information regarding the compensation of our directors (see “Non-Employee Director Compensation”). We urge you to review all of this information when deciding how to vote on Proposal 1.

The following persons have been nominated for election to our Board:

Proposal 1 Election of Directors

Waleed H. Hassanein, M.D., age 56, our founder, has served as our President and Chief Executive Officer and as a member of our Board since August 1998. Prior to founding TransMedics, Inc., Dr. Hassanein completed a three-year cardiac surgery research fellowship at West Roxbury VA Medical Center and Brigham and Women’s Hospital, a Harvard Medical School affiliate. Prior to his research fellowship, Dr. Hassanein completed two years of general surgery residency at Georgetown University Medical Center. Dr. Hassanein received a M.D. degree from Georgetown University in 1993. Prior to transferring to Georgetown University, Dr. Hassanein attended Cairo University School of Medicine from 1985 to 1989, and holds a General Certificate of Education from the University of London. We believe that Dr. Hassanein is qualified to serve on our Board because of his extensive experience in the medical field and his extensive knowledge of our Company based on his role as founder and President and Chief Executive Officer.

James R. Tobin, age 80, has served as Chairperson of our Board since July 2011. Mr. Tobin is the retired President and CEO of Boston Scientific Corporation, a medical device company, where he served from 1999 to 2009. Prior to Boston Scientific, Mr. Tobin was the President and CEO of Biogen Inc., and, from 1994 to 1997, its President and Chief Operating Officer. Before Biogen, Mr. Tobin spent 22 years with Baxter International Inc., rising from Financial Analyst to President and Chief Operating Officer. Mr. Tobin currently serves as a director of Globus Medical Inc., a public company, for which he serves as lead director, Lyra Therapeutics, a public company, and Xenter, Inc., a private company. Mr. Tobin has also previously served on the boards of Impulse Dynamics, from 2021 to 2023, and Oxford Immunotec, Inc., from 2014 to 2021, among others. Mr. Tobin received a Bachelor’s Degree from Harvard College and an MBA from Harvard Business School. Mr. Tobin also served as Lieutenant in the U.S. Navy. We believe that Mr. Tobin is qualified to serve on our Board because of his decades of experience as President and Chief Executive Officer or Chief Operating Officer of three large biotechnology and medical device companies.

Edward M. Basile, age 77, has served as a member of our Board since February 2016. He is currently retired. During his 25-year tenure with the law firm King & Spalding LLP, Mr. Basile served as Chair of the firm’s FDA and Life Sciences Practice and on the firm’s Policy and Compensation Committees. Mr. Basile’s law practice included representing large, medium and small medical device, pharmaceutical, and biotechnology companies before the U.S. Food and Drug Administration. Mr. Basile also served in the Chief Counsel’s Office of FDA as Associate Chief Counsel for Drugs & Biologics and Associate Chief Counsel for Enforcement from 1975 to 1985. Mr. Basile received a Bachelor’s Degree in mechanical engineering from Lafayette College and a J.D. from George Washington University Law School. We believe that Mr. Basile is qualified to serve on our Board because of his decades of experience representing medical device, pharmaceutical and biotechnology companies.

Proposal 1 Election of Directors

Thomas J. Gunderson, age 74, has served as a member of our Board since August 2016. Mr. Gunderson has served as Chair of the Board of Directors at the Minneapolis Heart Institute Foundation from 2015 to 2020 and 2024 to present, as Executive in Residence at the University of Minnesota’s Medical Industry Leadership Institute from 2016 to present, as a member of the Board of Directors of Merit Medical Systems, Inc. from 2017 to present, as a member of American Heart Association Science and Technology Accelerator Committee from 2015 to 2017 and as managing director and senior research analyst at Piper Jaffray (with a focus on medical technology companies) from 1992 to 2016. We believe that Mr. Gunderson is qualified to serve on our Board because of his more than 25 years of substantive experience in the medical device industry, his seasoned perspective on the challenges, trends and opportunities of publicly-traded medical device manufacturers, and understanding of our competitive position within its industry, as well as his strong background in financial and economic analysis and valuable insights regarding business development and acquisition opportunities.

Edwin M. Kania, Jr., age 67, has served as a member of our Board since December 2003. Mr. Kania is the managing partner of FarField Partners, a personal venture capital investment and advisory firm. Previously, Mr. Kania was co-founder of Flagship Pioneering and served as the firm’s initial chairman between 2001 and 2014 and as a managing partner through 2020. He is presently a partner emeritus. He was also managing partner of the predecessor OneLiberty Funds that were an early lead investor in our Company. During Mr. Kania’s 40+ years in the venture capital industry, he has served on the boards of numerous privately and publicly held companies. Mr. Kania received a Bachelor’s Degree in physics from Dartmouth College and an MBA from Harvard Business School. We believe that Mr. Kania is qualified to serve on our Board because of his significant experience investing in and then serving as a board member of numerous life science companies, including several that have emerged as significant revenue businesses.

Stephanie Lovell, age 65, has served as a member of our Board since March 2021. Ms. Lovell served as the Executive Vice President, Medicare and Chief Legal Officer for Blue Cross Blue Shield of Massachusetts, Inc. (“BCBSMA”) from July 2015 to December 2021. Ms. Lovell previously served as the Senior Vice President and General Counsel of BCBSMA from December 2011 to July 2015. Prior to BCBSMA, Ms. Lovell was the Senior Vice President of Administration and General Counsel for Boston Medical Center from March 2007 to December 2011. She also previously served as the First Assistant Attorney General in the Massachusetts Office of the Attorney General and as the Executive Director for the Massachusetts State Ethics Commission. Ms. Lovell currently serves as a director of Accompany Health, a private company, and Devoted Health Group, Inc., also a private company. Ms. Lovell previously served as a director of Cyclerion Therapeutics, Inc. and The Partnership Inc., each until her resignation in 2023. Ms. Lovell also served as a director of the New England Law Foundation and as a trustee of the Massachusetts Taxpayers Foundation, each until her resignation in 2021. She also is a member of the investment committee of Goodwill Industries of Massachusetts. Ms. Lovell received a Bachelor’s Degree in philosophy from Hamilton College and a J.D. from Boston University School of Law. We believe that Ms. Lovell is qualified to serve on our Board because of her experience in the healthcare payer and reimbursement markets, as well as government and regulatory affairs.

Proposal 1 Election of Directors

Merilee Raines, age 69, has served as a member of our Board since January 2021. Ms. Raines served as Chief Financial Officer of IDEXX Laboratories, Inc. from October 2003 until her retirement in May 2013. Prior to becoming Chief Financial Officer, Ms. Raines held several management positions with IDEXX Laboratories, including Corporate Vice President of Finance, Vice President and Treasurer of Finance, Director of Finance, and Controller. IDEXX Laboratories develops, manufactures, and distributes diagnostic and information technology-based products and services primarily for companion animals, livestock, poultry, water quality and food safety, and human point of care diagnostics. Ms. Raines has served on the board of directors of Watts Water Technologies, Inc. since 2011, and serves on its audit committee and nominating and corporate governance committee. Ms. Raines has served on the board of directors of Ocular Therapeutics, Inc. since September 2021 and serves on its audit committee. Ms. Raines previously served on the board of directors of Benchmark Electronics, Inc., from 2018 until 2021. Ms. Raines has also served on the boards of directors of several private companies, including Excelitas Technologies Corporation since 2018 and previously Dead River Company from 2018 until 2021. Ms. Raines received a Bachelor’s Degree in mathematics from Bowdoin College and an MBA from the University of Chicago. We believe that Ms. Raines is qualified to serve on our Board because of her extensive financial expertise and experience as an executive and director of public companies.

David Weill, M.D., age 61, has served as a member of our Board since April 2019. Dr Weill has served since 2016 as Principal of the Weill Consulting Group, a biomedical consulting group focusing on organ transplantation and lung disease. Dr. Weill has been involved in the transplant and advanced lung disease fields for over 20 years, directing clinical programs and providing care to those afflicted with significant lung diseases. Dr. Weill served as Director of the Lung and Heart-Lung Transplant Program at Stanford University Medical Center from 2005 until 2016 and is the former Director of the Stanford Center for Advanced Lung Diseases. Dr. Weill received a Bachelor of Arts Degree from Tulane University and a M.D. degree from Tulane University Medical School. He completed his Internship and Residency in Internal Medicine at Parkland Hospital, University of Texas Southwestern and his Fellowship in Pulmonary and Critical Care Medicine and Lung Transplantation at the University of Colorado at Denver and Health Sciences Center. We believe that Dr. Weill is qualified to serve on our Board because of his experience at a major medical research institute and his expertise in organ transplantation and pulmonary disease.

Board Leadership Structure

Our Board is currently led by its Chairperson, Mr. Tobin. Our Board recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the Company continues to grow. We separate the roles of Chief Executive Officer and Chairperson of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairperson provides guidance to the Chief Executive Officer and presides over meetings of the Board. We believe this separation of responsibilities provides a balanced approach to managing our Board and overseeing the Company.

Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Director Independence

Our Board currently consists of eight (8) members. Our Board has determined that seven (7) of those members, Mr. Tobin, Mr. Basile, Mr. Gunderson, Mr. Kania, Ms. Lovell, Ms. Raines and Dr. Weill, are independent directors in accordance with the listing requirements of the Nasdaq Stock Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must

Proposal 1 Election of Directors

comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent and that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors. Under the rules of Nasdaq, a director will only qualify as “independent” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined by the applicable rules of Nasdaq and the Securities Exchange Act of 1934 (“Exchange Act”).

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of our directors, with the exception of Dr. Hassanein, is an “independent director” as defined under applicable rules of Nasdaq, including, in the case of all the members of our Audit Committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our Compensation Committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determination, our Board considered the relationships that each such non-employee director has with our Company and all other facts and circumstances that our Board deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Dr. Hassanein is not an independent director under these rules because he is our President and Chief Executive Officer.

Role of Board in Risk Oversight Process

Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The Compensation Committee is responsible for overseeing the management of risks associated with our compensation policies and practices. The Audit Committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with potential conflicts of interest and significant issues of corporate social responsibility. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks. Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure.

Committees and Attendance

Our Board held seven (7) meetings during 2024. During that time, no member of our Board attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which he or she was a director) and (ii) the total number of meetings held by all committees of our Board on which he or she served (held during the period that such director served).

In addition to regular meetings of our Board, the Company’s non-management directors meet in executive sessions without management participation.

Our Board has established three standing committees — Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee — each of which operates under a charter that has been approved by our Board. The charters for each committee are available under the Investors/Corporate Governance page on our website at www.transmedics.com.

Proposal 1 Election of Directors

Audit Committee

The members of our Audit Committee are Mr. Basile, Mr. Gunderson, Mr. Kania and Ms. Raines. Ms. Raines currently chairs the Audit Committee. Our Board has determined that each member of the Audit Committee satisfies the independence standards for audit committee purposes as that term is defined by the applicable rules of Nasdaq and the Exchange Act, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Board has also determined that each of Mr. Kania, Ms. Raines and Mr. Gunderson is an “audit committee financial expert,” as defined under Item 407 of Regulation S-K.

The Audit Committee’s responsibilities include:

All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

During the fiscal year ended December 31, 2024, the Audit Committee met five (5) times. The report of the Audit Committee is included in this Proxy Statement under “Report of the Audit Committee.”

Compensation Committee

The members of our Compensation Committee are Mr. Gunderson, Ms. Lovell, Ms. Raines, and Dr. Weill. Mr. Gunderson chairs the Compensation Committee. Our Board has determined that each member of the Compensation Committee satisfies the independence standards of the applicable rules of the Nasdaq Stock Market and Rule 10C-1 of the Exchange Act and are “non-employee directors” as defined in Section 16b-3 of the Exchange Act. The Compensation Committee may delegate any of the responsibilities of the full committee to subcommittees and may delegate such responsibilities of the full committee to executive officers of the Company and other persons as may be permitted by applicable laws, rules or regulations and in accordance with the listing standards set forth by Nasdaq.

Proposal 1 Election of Directors

Our Compensation Committee’s responsibilities include:

During the fiscal year ended December 31, 2024, the Compensation Committee met five (5) times.

Compensation Consultant

The Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant.

As the Compensation Committee’s independent compensation consultant, Pearl Meyer provides, analysis and recommendations to the Compensation Committee regarding:

When requested, Pearl Meyer consultants attend meetings of the Compensation Committee, including executive sessions in which executive compensation-related matters are discussed without the presence of management. Pearl Meyer at all times reported to the Compensation Committee and not to management, although Pearl Meyer met with management for purposes of gathering information for its analyses and recommendations.

In determining to engage Pearl Meyer, the Compensation Committee considered the independence of Pearl Meyer, taking into consideration relevant factors, including the absence of other services provided to the Company by Pearl Meyer, as

Proposal 1 Election of Directors

applicable, the amount of fees the Company paid to Pearl Meyer, as applicable, as a percentage of their total revenue, the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Pearl Meyer with any executive officer of the Company, any business or personal relationship the individual compensation advisors employed by Pearl Meyer have with any member of the Compensation Committee, and any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by them. The Compensation Committee has determined, based on its analysis and in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisors employed by them as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pearl Meyer is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Mr. Basile, Ms. Lovell, Mr. Tobin and Dr. Weill. Mr. Basile chairs the Nominating and Corporate Governance Committee. Our Board has determined that each member of the Nominating and Corporate Governance Committee satisfies the independence standards of the applicable rules of the Nasdaq Stock Market.

Our Nominating and Corporate Governance Committee’s responsibilities include:

During the fiscal year ended December 31, 2024, the Nominating and Corporate Governance Committee met four (4) times.

Proposal 1 Election of Directors

Global Code of Business Conduct and Ethics

We have adopted a written Global Code of Business Conduct and Ethics (“Code of Conduct”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Conduct is available under the Investors/Corporate Governance page of our website, www.transmedics.com. In addition, we will post on our website all other disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct.

Our Corporate Governance guidelines are available under the Investors/Corporate Governance page of our website, www.transmedics.com.

Director Nomination Process and Board Diversity

In selecting new Board members, our Nominating and Corporate Governance Committee gives weight to diversity, including diversity of professional experience, geography, and educational background. Our Nominating and Corporate Governance Committee does not have a policy (formal or informal) with respect to diversity, but the Committee takes into consideration each candidate’s ability, judgment and experience and the overall diversity and composition of our Board when recommending director nominees. We value the many kinds of diversity reflected in our director nominees.

Diversity is an important consideration in our director nomination process, and our Board believes that a board reflecting broad diversity contributes substantially to the oversight, advice and guidance it provides to the Company. Of our eight directors, two are female, resulting in our Board being 25% gender diverse. These two female directors, one of whom is Chairperson of our Audit Committee, have made substantial contributions to the workings of our Board. While diversity continues to be an important consideration in our director nomination process, the Board does not believe it is a strategic imperative to add another gender diverse director or any director to our Board at this time.

Our Board has nominated Edward Basile, the Chairperson of our Nominating and Corporate Governance Committee, as a director again this year. See Proposal No. 1 Election of Directors. The Board recommends the Company’s stockholders vote “FOR” the re-election of Mr. Basile.

The Nominating and Corporate Governance Committee has adopted a written policy regarding director nominations by shareholders, and the Nominating and Corporate Governance Committee will consider candidates recommended by a shareholder if made in accordance with our policy. Such nomination information should be submitted in writing to: TransMedics Group, Inc., 200 Minuteman Road, Suite 302, Andover, MA 01810, Attention: Corporate Secretary. Such nomination should provide the following information with respect to any director candidates: (i) all information relating to such candidate that would be required to be disclosed in solicitations of proxies for the election of such candidate as a director pursuant to Regulation 14A under the Exchange Act, (ii) such candidate’s written consent to be named as a nominee in the Company’s proxy statement, proxy card, or ballot, if the Board approves such inclusion, and to serve as a director if elected, (iii) a description of all direct and indirect compensation, reimbursement, indemnification and other material arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such shareholder and any Shareholder Associated Person (as defined in the Company’s Bylaws), on the one hand, and the candidate, and his or her respective affiliates or associates, on the other hand, (iv) a written statement, signed by the candidate, agreeing to complete, upon request, questionnaire(s) customary for the Company’s directors and to make available to the Nominating and Corporate Governance Committee all information reasonably requested by the Nominating and Corporate Governance Committee in connection with the Nominating and Corporate Governance Committee’s consideration of the candidate, and (v) a description of the candidate’s qualifications as a director, including consideration for the Board membership criteria as set forth in the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee will evaluate candidates recommended by shareholders on the same basis as candidates recommended by other sources, including evaluating the candidate against the standard and qualifications set out in the Company’s Corporate Governance Guidelines and assessing a candidate’s experience in the context of the current composition of the Board.

Shareholders also have the right under our Bylaws to directly nominate director candidates for election at an annual meeting of shareholders, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or our Board, by submitting to the Company as to each nominee that the shareholder proposes for election or

Proposal 1 Election of Directors

re-election as a director (i) all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’s written consent (I) to be named as a nominee in the Company’s proxy statement, proxy card, and/or ballot, if the Board approves such inclusion, and (II) to serve as a director if elected, and (ii) a description of all direct and indirect compensation, reimbursement, indemnification and other material arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such shareholder and any Shareholder Associated Person, on the one hand, and the proposed nominee, and his or her respective affiliates or associates, on the other hand. Any such nomination must be made by a shareholder of record of the Company at the time of making such nomination and meet such other requirements as are set forth in the Company’s Bylaws. Additionally, any shareholder that intends to solicit proxies in support of a director nominee other than our Board’s nominees also must comply with Rule 14a-19 under the Exchange Act.

Communication with Directors

Any shareholder or other interested parties desiring to communicate with our Board, or one or more of our directors, may send a letter addressed to the Board of Directors, TransMedics Group, Inc., 200 Minuteman Road, Suite 302, Andover, MA 01810, Attention: Corporate Secretary. All such letters will be promptly forwarded to the appropriate members of our Board or individual directors, as applicable, by the Corporate Secretary. The mailing envelope should contain a clear notation that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” All such letters should clearly state whether the intended recipients are all members of our Board or certain specified individual directors.

Director Attendance at Annual Meeting

While we do not have a formal policy regarding director attendance at the Annual Meeting, we expect our Board members to prepare for, attend and participate in all Board and applicable committee meetings, including by means of remote communication. Each of our directors attended our 2024 Annual Meeting.

Non-Employee Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our Board during 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation to any of the other non-employee members of our Board. Dr. Hassanein, our President and Chief Executive Officer, receives no compensation for his services as a director and, as a result, is not included in the table below. The compensation received by Dr. Hassanein for his services as an employee in the fiscal year ended December 31, 2024 is described in the “Summary Compensation Table” and the accompanying narrative description.

Proposal 1 Election of Directors

As of December 31, 2024, our non-employee directors held options to purchase the number of shares of common stock set forth in the table below.

Non-Employee Director Compensation Policy

In 2024, following a review of our non-employee director compensation policy with Pearl Meyer, our Compensation Committee recommended and the Board approved an increase in the annual cash retainer for the members of the Board from $40,000 to $50,000, an increase in the annual cash retainer for the Board Chairperson from $85,000 to $95,000, and an increase in the aggregate grant date fair value of the initial appointment equity awards for non-employee directors to approximately $300,000, in each case, effective as of March 2024. No other changes were made to non-employee director compensation during 2024. Following these updates, the following structure was used to compensate our non-employee directors in 2024:

Proposal 1 Election of Directors

Cash retainers are payable in arrears in four equal quarterly installments, provided that the amount of such payment is prorated for any portion of such quarter that the director was not serving on the Board or the relevant committee thereof. The committee chair cash retainers are provided in lieu of committee member cash retainers. The number of shares subject to each stock option and RSU award is determined by dividing the target award values by the average closing price of our common stock over a 30-day period preceding the grant date (and, for options, a Black-Scholes ratio). Annual grants of RSUs and stock options vest in full on the first anniversary of the grant date, and initial appointment RSUs and stock options vest as to one-third (1/3) on the first anniversary of the grant date with the remaining portion vesting monthly over the following 24 months. Each such grant of RSUs and stock options vests in full upon the director’s death or disability or a change in control and, in each case, vesting is generally subject to the non-employee director’s continued service through the applicable vesting date. Each non-employee director was granted 732 RSUs and an option to purchase 1,154 shares of our common stock on May 23, 2024.

Proposal 2 Advisory Vote on Executive Compensation

We are seeking your vote, on a non-binding advisory basis, to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure contained in this Proxy Statement, which is commonly referred to as a “say on pay” vote. Because your “say on pay” vote is advisory, it will not be binding on the Compensation Committee or the Board. However, the Compensation Committee and the Board will review the “say on pay” voting results and take them into consideration when making future decisions regarding executive compensation.

The philosophy and principal objectives of our executive compensation programs are to attract, fairly compensate, appropriately incentivize, and retain superior executive talent in a manner that aligns their long-term interests with those of our shareholders. Our executive compensation program is designed to be:

Consistent with this philosophy, a significant portion of the total compensation opportunity for each of our executives is based on our performance.

Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation program implements our compensation philosophy. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving the goals of our executive compensation program.

Required Vote of Shareholders

Although the “say on pay” vote we are asking you to cast is non-binding, the Board and Compensation Committee value the views of our shareholders and will consider the outcome of the vote when making future decisions regarding executive compensation. The affirmative vote of a majority of the votes cast by holders of shares of common stock who are present by remote communication or by proxy at a meeting at which a quorum is present is required (on a non-binding advisory basis) to approve the compensation of our named executive officers. We expect to hold an advisory “say on pay” vote to approve the compensation of our named executive officers annually until the next advisory vote on the frequency of such advisory votes, which will occur no later than our 2028 Annual Meeting of Shareholders.

Security Ownership of Certain Beneficial Owners and Management

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our common stock by:

Beneficial ownership is determined under the SEC rules and regulations and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe each shareholder identified in the table possesses sole voting and investment power over all shares of equity securities shown as beneficially owned by the shareholder.

Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2025 and shares of common stock underlying unvested RSUs that vest within 60 days of March 31, 2025 are considered outstanding and beneficially owned by the person holding the options or unvested RSUs for the purposes of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the address of each beneficial owner listed below is c/o TransMedics Group, Inc. 200 Minuteman Road, Suite 302, Andover, MA 01810.

Security Ownership of Certain Beneficial Owners and Management

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion & Analysis (“CD&A”) explains our executive compensation program for our named executive officers (“NEOs”) listed below. This CD&A also describes our Compensation Committee’s process for making pay decisions, as well as its rationale for specific pay decisions related to the fiscal year ended December 31, 2024.

Executive Summary

Business Overview

We are a medical technology company transforming organ transplant therapy for end-stage organ failure patients across multiple disease states. Our Organ Care System (“OCS”) is a portable organ perfusion, optimization and monitoring system that utilizes our proprietary and customized technology to replicate near-physiologic conditions for donor organs outside of the human body. We developed the OCS^™ to replace a decades-old standard of care that we believe is significantly limiting access to life-saving transplant therapy for hundreds of thousands of patients worldwide. The OCS represents a paradigm shift that transforms organ preservation for transplantation from a static state to a dynamic environment that enables new capabilities, including organ optimization and assessment. The OCS is the first and only multi-organ, portable platform that has received Premarket Approval (“PMA”) from the FDA. We have also developed our National OCS Program (“NOP”), an innovative turnkey solution to provide outsourced organ procurement, OCS perfusion management and transplant logistics services, to provide transplant programs in the United States with a more efficient process to procure donor organs with the OCS. Our logistics services include aviation transportation, ground transportation, and other coordination activities. We believe the use of the OCS combined with the NOP^™ has the potential to significantly increase the number of organ transplants and improve post-transplant outcomes.

2024 Performance Highlights

2024 was another strong year for the Company. We continued to produce strong financial results, with our revenue growing by 83% compared to 2023 while achieving profitability, investing in our clinical and product pipelines, and continuing to build our infrastructure to capitalize on our highly differentiated technology and service offering. Our revenue growth was due primarily to the increase in utilization of the OCS across all three organs through the NOP, as well as additional revenue generated by transplant logistics services. We strongly believe the use of OCS technology and the NOP once again played a key role in driving the national adult heart and adult liver transplant volumes due to the increased use of the NOP for DCD and DBD donors in the U.S. During 2024, we also expanded our capabilities through investments in our NOP network, built a world class logistics command center in our headquarters in Andover, Massachusetts, and expanded our fleet of owned aircraft.

Executive Compensation

These short- and long-term accomplishments continued to drive our stock price to higher levels. Over the three- and five-year periods ending December 31, 2024, our stock price has outperformed comparable market indices, as shown below:

We believe that the efforts of our named executive officers were critical to our success in 2024 and continue to position us for further growth in 2025 as we continue to enhance our NOP offering by offering the highest quality technology, clinical service and transplant logistics service to our customers.

2024 Executive Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual cash bonuses, and long-term equity compensation. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual cash bonuses reward the achievement of short-term goals, while long-term equity compensation drives our NEOs to focus on long-term sustainable shareholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal year 2024:

In addition, the Compensation Committee made certain compensation decisions relating to our CFO transition, as described in further detail later under “CFO Transition” below.

Executive Compensation

2024 Say-on-Pay and Shareholder Feedback

At the Company’s 2024 annual meeting, our executive compensation program garnered significant support. Approximately 95% of the shares voted approved the advisory “say on pay” proposal for the compensation of our NEOs, marking another year of strong results. The positive outcome reflects the comprehensive changes we implemented for 2023, which were largely informed by the feedback from our shareholder outreach efforts following the 2022 say-on-pay vote. These enhancements, listed below, strengthened our executive compensation program and remained in place for 2024:

As our business and executive compensation program continue to evolve, we remain committed to ongoing shareholder engagement and maintaining open and ongoing dialogues. We have also enhanced transparency around our executive compensation program, ensuring clearer disclosures and more accessible communication. In the future, we will continue to consider shareholder feedback and the outcomes of say-on-pay votes as we refine our approach, ensuring that our executive compensation decisions reflect both investor perspectives and the strategic needs of the Company.

Best Compensation Practices & Policies

We believe the following practices and policies within our executive compensation program promote sound governance principles and are in the best interests of our shareholders:

Executive Compensation

What Guides Our Program

Executive Compensation Philosophy & Objectives

To accomplish our business and growth objectives, we must be able to attract and retain talented executives whose skills and experience enable them to contribute to our long-term success. To that end, the philosophy and principal objectives of our executive compensation program are to attract, fairly compensate, appropriately incentivize, and retain superior executive talent in a manner that aligns their long-term interests with those of our shareholders. Our executive compensation program is designed to be:

Elements of Pay: Total Direct Compensation

To support our philosophy and achieve our objectives, our Compensation Committee analyzes each of the following elements of compensation against comparative market data and generally seeks to position each element around the market median, while differentiating individual compensation based on experience, role, position, individual performance, and other factors.

2024 Target Compensation At-A-Glance (Pay Mix)

The structure of our 2024 executive compensation program is closely aligned with Company performance and sensitive to the Company’s stock performance. The charts below show that a significant portion of named executive officer target total compensation (consisting of base salary, target annual bonuses and equity-based compensation, based on target total grant date fair value) is variable and “at-risk.” 91% of the Chief Executive Officer’s 2024 target total compensation is performance-based with a significant portion (82%) tied to the future stock performance of the Company, and 83% of the average 2024 target total compensation for Dr. Khayal, Mr. Corcoran, and Mr. Gordon is performance-based with a significant portion (74%) tied to the future stock performance of the Company.

Executive Compensation

The Decision-Making Process

Compensation Committee

Our Compensation Committee oversees our executive compensation program and administers our cash and equity incentive plans. Our Compensation Committee reviews and approves the compensation of our Chief Executive Officer and other executives, including the type and amount of each element of compensation and the performance goals applicable to incentive compensation. As described below, our Compensation Committee also works with members of management and obtains advice from an independent compensation consultant in the course of making its compensation decisions.

The Role of Management

Our Chief Executive Officer, Chief Financial Officer, and Senior Vice President of Human Resources, working with internal resources as well as with our Compensation Committee’s compensation consultant, review our executive compensation program on an annual basis and make recommendations as to the type and amount of compensation based on its review of peer group and other market data, individual performance and other factors. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding the compensation of our executives other than himself based on these same factors. Our Chief Executive Officer, Chief Financial Officer, Senior Vice President, General Counsel & Corporate Secretary, and Senior Vice President of Human Resources typically attend meetings of our Compensation Committee but do not participate in any discussions regarding their own compensation.

Independent Compensation Consultant

The Compensation Committee believes that independent advice is important in developing and overseeing our executive compensation program. The Compensation Committee has engaged Pearl Meyer to provide consulting services in relation to executive and director compensation decisions. Pearl Meyer reports directly to the Compensation Committee and only provides services to us on such matters as needed and as directed solely by the Compensation Committee. These services include providing guidance on trends in CEO, executive, and non-employee director compensation; the development of the specific components of our executive compensation program; and a competitive market assessment of our executive compensation program, including the composition of our compensation peer group. Our Compensation Committee has determined, based on its analysis and in light of all relevant factors, that the work of Pearl Meyer has not created any conflicts of interest, and that Pearl Meyer is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.

Executive Compensation

Use of Peer Group and Market Data

2024 Compensation Peer Group. Our Compensation Committee uses peer group and other market data as a reference point to gauge the reasonableness of our executive compensation decisions and the general competitiveness of our executive compensation program in the market and to assist it in determining the type and amount of compensation that we pay. For purposes of setting compensation levels for 2024, our Compensation Committee, working in consultation with Pearl Meyer, selected companies operating in the healthcare equipment/medical device industry or the early commercial biotechnology/pharmaceutical and diagnostic industry with a comparable market capitalization (targeting companies with a market values between approximately 0.33x and 3.0x our market value) and revenue (targeting companies with revenues between approximately 0.33x and 3.0x our current/projected revenue). Our Compensation Committee also qualitatively evaluated each prospective peer group company based on business focus and corporate strategy to identify companies in a similar space, to the extent possible, and seeks to maintain year-over-year continuity in our peer group by maintaining flexibility in applying the foregoing criteria, particularly in uncertain market conditions. Based on the analysis provided by Pearl Meyer, the Compensation Committee approved the following changes for our 2024 peer group, compared to the 2023 peer group, to better align the peer group with the Company’s valuation and growth trajectory:

Additions				Removals
		Inari Medical, Inc.				BioLife Solutions, Inc.
		iRhythm Technologies, Inc.				Butterfly Network, Inc.
		NovoCure Limited				CareDx, Inc.
		Pacific Biosciences of California, Inc.				Pulmonx Corporation
		Shockwave Medical, Inc.				SomaLogic, Inc.
						Twist Bioscience Corporation

With these changes, the compensation peer group companies selected by our Compensation Committee for 2024 executive compensation purposes are listed below.

Executive Compensation

2024 Executive Compensation Program in Detail

Base Salary

Each of our currently employed named executive officers is paid a base salary. Our Compensation Committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual named executive officer’s skills, experience and role. Base salaries are established based on peer group data and other market data, as described above, and each named executive officer’s skill set, experience, role and responsibilities, are reviewed annually and may be adjusted based on such factors. In connection with his hire in December 2024, our Compensation Committee established the initial base salary for Mr. Hernandez taking into account the factors described above. For 2024, our Compensation Committee reviewed the base salaries for our other named executive officers and, taking into account the factors described above, approved the annual base salaries of the named executive officers for 2024 as shown in the table below:

Following a review of the factors described above, the Compensation Committee approved the increases above to improve the NEOs’ competitive positions relative to the compensation peer group median, determined as described above. Mr. Corcoran’s base salary increase was intended to both to enhance his competitive positioning relative to market and recognize his strong individual performance. Consistent with our internal compensation practices, Mr. Ranganath was not eligible for a base salary increase in 2024 because he was hired, and his base salary was initially established, in June 2023.

Annual Bonuses

Our Compensation Committee believes that a significant portion of our named executive officers’ cash compensation should be tied to our performance. Each of our named executive officers is eligible to receive an annual bonus based on the achievement of certain financial and strategic performance goals related to revenue growth, and regulatory and business goals. Target annual bonus opportunities are initially determined and thereafter reviewed annually by our Compensation Committee based on the same factors as described above for base salary. Actual awards can range from 0% to 200% of target depending on performance.

Executive Compensation

For 2024, our Compensation Committee reviewed the target annual bonus opportunities for our named executive officers and, considering the factors described above and relevant market data, increased the target annual bonuses for Drs. Hassanein and Khayal and Messrs. Corcoran and Gordon to be more competitive within our compensation peer group. The 2024 target annual bonus opportunities for our named executive officers were as follows:

2024 Performance Goals

Our Compensation Committee determines the performance metrics and goals for our annual bonus program in the beginning of each year based on input from management and our annual business plan. Our Compensation Committee strives to set challenging, yet achievable, performance goals that will promote the achievement of short-term business objectives that are important to our annual business plan. The performance metrics for annual bonuses include financial and non-financial strategic goals that reflect our growth strategy and purpose.

In 2024, our Compensation Committee determined bonus payouts based on a formulaic measurement of revenue performance against budget and additionally considered our achievement of non-financial strategic goals when reviewing performance, as follows:

Executive Compensation

If our revenue was between the threshold and target or the target and maximum performance thresholds, the amount of the bonus earned would be determined based on linear interpolation between such thresholds. Our Compensation Committee may also consider individual performance contributions and retains the discretion to adjust bonus payouts downward or upward based on its assessment of each named executive officer’s contribution to the Company during the year, as well as the achievement of strategic goals. The specific metrics and goals that were approved by our Compensation Committee for 2024, as well as the actual achievement results, are outlined below:

Our 2024 revenue of $441.5 million was an 83% increase in revenue over 2023 and above our maximum level performance goals, we achieved three out of four impact factor one goals, and we achieved three out of four of the impact factor two goals. As a result, our Compensation Committee determined that each named executive officer, other than Mr. Ranganath, would receive a bonus of 200% of target for 2024. Consistent with our internal compensation practices for new leaders and given his June 2023 start date, our Compensation Committee determined that Mr. Ranganath was still in the early stages of his leadership in developing the internal legal function for the Company with additional opportunities to further his direct contribution to core strategic initiatives. As a result, his 2024 annual bonus was capped at 100% of his target annual bonus. Our Compensation Committee did not apply any further discretion to any calculated bonus payout. The resulting bonus payouts for our named executive officers are for 2024 are set forth below:

Executive Compensation

Equity Incentive Awards

Our Compensation Committee believes that in order to appropriately incentivize our named executive officers to create shareholder value, a significant portion of our named executive officers’ compensation should be in the form of equity-based compensation. Our equity-based compensation program is designed to align the interests of our executives and shareholders by promoting stock ownership by our executives and senior management, tying compensation realized to stock price performance and encouraging retention. For 2024, our Compensation Committee granted equity incentive awards using a mix of 50% stock options and 50% RSUs, calculated based on target grant date fair value using the average closing price over the 30-day period preceding the grant date.

Our Compensation Committee determined the target value of each named executive officer’s 2024 annual equity awards based on competitive market data, as described above, our strong performance in 2023, and each named executive officer’s past individual performance and expected future contributions. The target value for Mr. Hernandez’s new hire equity award granted in connection with his hire in December 2024 was determined based on these same factors. Based on the size of Mr. Ranganath’s new hire equity award and his June 2023 start date, consistent with our internal compensation practices for new leaders, Mr. Ranganath was not eligible for annual equity awards in 2024. The total target award grant date fair values for each other named executive officer for 2024 as approved by the Compensation Committee, and calculated using the average closing price over the 30-day period preceding the grant date, are shown in the table below:

Executive Compensation

The number of shares subject to each award was determined by dividing the target award values by the average closing price of our common stock over a 30-day period preceding the grant date (and, for options, a Black-Scholes ratio). Values shown in the table above may differ from the values shown in the Summary Compensation Table and the Grants of Plan-Based Awards Table.

For Mr. Hernandez, awards in the table above reflect equity grants made in connection with the commencement of his employment. Subject to continued service, the stock options granted to Mr. Hernandez vest as to 25% of the underlying shares on the first anniversary of the grant date and as to the remaining shares in equal monthly installments over three years thereafter, and the RSUs granted to Mr. Hernandez vest as to 25% of the RSUs on each of the first four anniversaries of the grant date. For the other named executive officers who received equity awards in 2024, the stock options granted vest in equal monthly installments over four years and the RSUs granted vest in equal annual installments over three years, subject to continued service.

CFO Transition

In December 2024 we hired Mr. Hernandez as our Chief Financial Officer. In connection with his hire, our Compensation Committee made the compensation decisions described above, and Mr. Hernandez entered into a retention agreement with us, which is described under “Potential Payments Upon Termination or Change in Control” below.

In connection with his transition from Chief Financial Officer on December 2, 2024, Mr. Gordon entered into a transition agreement with the Company, which superseded and replaced his prior retention agreement, originally established in 2015 and amended in 2020. Prior to finalizing the transition agreement, the Compensation Committee engaged an independent third-party in 2024 to conduct a comprehensive analysis of severance benefits relative to the Company’s peer group and found that the severance benefits provided under Mr. Gordon’s retention agreement were below market compared to peers, in part because the retention agreement was originally entered into when the Company was a relatively small private company. The transition agreement reflects updated severance terms designed to align with market practices and the Company’s current executive severance framework, as well as to drive a seamless leadership transition. It also recognizes Mr. Gordon’s long service and exceptional contributions to the Company.

Under the terms of the transition agreement, Mr. Gordon will continue as a non-executive employee through March 31, 2025, followed by a consulting period through March 31, 2026. Mr. Gordon’s transition from Chief Financial Officer and termination of employment would have entitled him to receive severance payments and benefits under his retention agreement due on a termination without cause or good reason resignation. Under the transition agreement, while Mr. Gordon was employed as a non-executive employee, he continued to receive his base salary and remained eligible to receive his 2024 annual bonus. Mr. Gordon’s outstanding equity awards continued to vest in accordance with their terms during the period in which Mr. Gordon remained employed with the Company and will continue to vest in accordance with their terms during the period in which Mr. Gordon serves as a non-employee senior advisor for the Company. As a consultant, Mr. Gordon will also receive an annual fee of $10,000. Subject to Mr. Gordon’s execution of a release of claims and continued compliance with restrictive covenants, in connection with his termination of employment on March 31, 2025, Mr. Gordon will receive (i) an amount equal to the sum of his annual base salary ($477,000) plus his highest annual bonus during the preceding three years ($572,400) and (ii) Company-provided group health insurance benefits for up to 18 months. If Mr. Gordon’s consulting services are terminated by the Company without cause prior to March 31, 2026, any outstanding equity awards that would have continued to vest through March 31, 2026 (had he continued to provide services through such date) will accelerate upon such termination. The full terms of Mr. Gordon’s transition agreement are included in our Annual Report on Form 10-K, filed on February 27, 2025.

Under Generally Accepted Accounting Principles (GAAP) and SEC disclosure requirements, the full accounting value of the severance benefits provided in Mr. Gordon’s transition agreement is recognized in fiscal year 2024, even though Mr. Gordon will not receive any payments until after March 31, 2025. As a result, the total amount of severance payable under the transition agreement is included in the “All Other Compensation” column of the Summary Compensation Table for 2024, and modification charges relating to his equity awards are included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for 2024.

Executive Compensation

Other Compensation Practices, Policies & Guidelines

Stock Ownership Guidelines

The Board believes that our most senior executives (including our named executive officers) should hold meaningful equity ownership positions in the Company, in part to align our executives’ interests with those of our shareholders. Effective January 1, 2023, the Board adopted guidelines requiring each C-level executive to hold shares with a value equal to two (2) times the applicable executive’s base salary.

Executives will have five (5) years from the date of implementation of the stock ownership guidelines to attain the ownership threshold. Holdings that satisfy this stock ownership requirement include shares owned outright and unvested time-based RSUs. Vested and unvested stock options and unearned performance-based awards do not count towards satisfying the ownership requirement.

Compliance with stock ownership guidelines will be evaluated annually. All of our C-level executives are on track to be in compliance with the stock ownership guidelines.

Clawback Policy

The Board has adopted the Company’s Policy for Recoupment of Incentive Compensation (“Clawback Policy”), which is designed to comply with the Dodd-Frank Act, Section 10D-1 of the Exchange Act and the applicable listing standards of Nasdaq. The Clawback Policy requires the Company to recoup erroneously awarded incentive-based compensation received by each current or former officer of the Company subject to Section 16 of the Exchange Act, as amended, including all of our named executive officers, in the event the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws. The Clawback Policy generally applies to all cash-based or equity-based incentive compensation, bonus and/or awards received by a covered officer that is or was based, wholly or in part, upon the attainment of any financial reporting measure during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement; provided that such compensation, bonus and/or award was received on or after October 2, 2023. The Clawback Policy was filed as an exhibit to the Company’s Form 10-K.

Employee Benefits

We maintain a tax-qualified retirement plan that provides all of our full-time U.S. employees, including our currently employed named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, participants may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan, subject to applicable annual limits under the Internal Revenue Code of 1986, as amended. Our named executive officers participate in our 401(k) plan on the same basis as other eligible employees. We do not maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans that cover our named executive officers.

All of our full-time employees, including our currently employed named executive officers, are eligible to participate in our health and welfare plans, including medical, dental, vision, life and accidental death and dismemberment benefits and short-term and long-term disability insurance. Our named executive officers participate in these plans on the same basis as other eligible employees. We do not maintain any supplemental health or welfare plans for our named executive officers.

Executive Compensation

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” disclosure with management. Based on this review and discussion, our Compensation Committee recommended to our Board that the “Compensation Discussion and Analysis” be included in the Proxy Statement distributed in connection with the Annual Meeting.

The Compensation Committee:

Thomas J. Gunderson (Chairperson)

Stephanie Lovell

Merilee Raines

David Weill, M.D.

This report shall not be deemed soliciting material or to be filed with the SEC, or incorporated by reference in any document so filed, whether made before or after the date hereof, except to the extent we specifically request that it be treated as soliciting material or it is specifically incorporated by reference therein.

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers during our fiscal years ended December 31, 2024, and, if applicable, December 31, 2023 and December 31, 2022.

Executive Compensation

Executive Compensation

Grants of Plan-Based Awards Table

The following table sets forth information regarding plan-based awards made to each of our named executive officers during 2024.