TRANSMEDICS GROUP INC (TMDX)
Sector: Health Care
2026 Annual Meeting Analysis
TRANSMEDICS GROUP INC · Meeting: May 20, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Founder and CEO with deep industry expertise; TMDX's 3-year stock return of +56.9% outperforms the peer group median by +89.2 percentage points, well above the 65pp threshold required to trigger a no vote, and no other policy flags apply.
Retired CEO of Boston Scientific with decades of medical device leadership experience; serves on two public boards (Globus Medical and Lyra Therapeutics) plus one private board, which is below the four-board overboarding limit; strong company TSR means the performance trigger does not apply.
25-year FDA and life sciences regulatory attorney with directly relevant expertise for a medical device company; all meeting attendance requirements met; strong company TSR means the performance trigger does not apply.
Over 25 years as a senior medical technology analyst and investor; serves on Merit Medical Systems board; strong company TSR means the performance trigger does not apply, and no other flags apply.
40+ year venture capital veteran with extensive life sciences board experience; no overboarding concerns; strong company TSR means the performance trigger does not apply.
Healthcare payer and regulatory executive with relevant experience for a commercial medical technology company; joined in March 2021; strong company TSR means the performance trigger does not apply.
Former CFO of IDEXX Laboratories with deep financial expertise; designated audit committee financial expert and chairs the audit committee; serves on two other public company boards, below the overboarding threshold; strong company TSR means the performance trigger does not apply.
Former Stanford lung transplant program director with direct clinical expertise in organ transplantation — the core of TransMedics' business; joined April 2019; strong company TSR means the performance trigger does not apply.
All eight director nominees receive a FOR vote. TransMedics' 3-year stock return of +56.9% outperforms the company's own compensation peer group median by +89.2 percentage points, far exceeding the 65pp underperformance threshold required to trigger any against votes. No directors are overboarded, all attended at least 75% of meetings, the board includes clear financial expertise on the audit committee, and no independence or familial relationship concerns are identified.
Say on Pay
✓ FORCEO
Waleed H. Hassanein, M.D.
Total Comp
$10,915,533
Prior Support
96.5%%
CEO total compensation of approximately $10.9 million is substantial but reflects a company with a $3.9 billion market cap that delivered 37% revenue growth in 2025 and strong multi-year stock outperformance; the pay mix is heavily variable and performance-linked, with the proxy disclosing that 92% of the CEO's target compensation is performance-based and 84% tied to future stock price performance. The annual bonus was paid at 175% of target — below the formulaic maximum of 200% — reflecting genuine committee discretion in the context of some unmet strategic goals, and the company uses a meaningful revenue-based bonus formula with a threshold and cap. The prior say-on-pay vote received 96.5% support, the company maintains a Dodd-Frank compliant clawback policy, and stock ownership guidelines are in place; no material governance concerns are identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,270,000
Non-Audit Fees
$417,125
Non-audit fees (audit-related fees of $415,000 plus other fees of $2,125, totaling $417,125) represent approximately 18% of core audit fees of $2,270,000, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of TransMedics' size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire under policy. No material restatements are indicated.
Overall Assessment
The 2026 TransMedics annual meeting ballot is straightforward with no significant governance concerns: all eight director nominees are supported based on exceptional 3-year stock outperformance versus both the IHI — iShares US Medical Devices ETF benchmark and the company's own peer group, the auditor fee ratio is well within acceptable limits, and the executive compensation program is heavily performance-linked with strong prior shareholder support of 96.5%. The one proposal not addressed is the equity plan share increase, which falls outside the scope of this voting policy.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing