Sector: Health Care
TANDEM DIABETES CARE INC · Meeting: May 20, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Ms. Robertson has served on the board since January 2019, giving her full overlap with the 3-year underperformance period during which Tandem's stock fell about 51% while the company's own peer group fell only about 27% — a gap of roughly 24 percentage points, which exceeds the policy's 20-point trigger for companies with negative absolute returns; the 5-year record (TNDM -78% vs peer median -39.5%, gap -38.5pp, exceeding the 20pp threshold) does not provide a mitigating offset, confirming sustained underperformance.
Mr. Cha has served on the board since June 2022, giving him meaningful overlap with the 3-year underperformance period; Tandem's stock declined roughly 51% over three years against a peer group decline of about 27%, a gap of approximately 24 percentage points that exceeds the 20-point trigger, and the 5-year data shows an even larger gap confirming the underperformance is not a recent anomaly.
Ms. Howell has served on the board since August 2020 and has full overlap with the 3-year underperformance period; the stock's approximately 51% decline versus the peer group's approximately 27% decline over three years produces a gap of about 24 percentage points, exceeding the 20-point threshold, and the 5-year comparison confirms sustained underperformance with no mitigating offset.
Mr. Malagueira has served on the board since June 2022, covering most of the 3-year underperformance window; Tandem's stock fell roughly 51% against a peer group decline of about 27% over three years, a gap of approximately 24 percentage points exceeding the 20-point trigger, and the longer 5-year record provides no relief given an even wider gap against peers.
Dr. McGroddy-Goetz has served on the board since June 2020 with full overlap of the underperformance period; the approximately 24-percentage-point gap between Tandem's roughly 51% three-year stock decline and the peer group's roughly 27% decline exceeds the policy's 20-point trigger, and the 5-year data reinforces rather than mitigates this conclusion.
Mr. Sheridan has served as both CEO and director since 2019, giving him the longest tenure overlap with the underperformance period; as the policy makes clear, a No vote on an executive director under the TSR trigger is independent of the Say on Pay vote — the stock's approximately 51% three-year decline versus a peer group decline of about 27% produces a roughly 24-percentage-point gap that exceeds the trigger, and the 5-year comparison shows an even wider gap, confirming no mitigating offset.
Mr. Sodhi has served on the board since January 2021, covering virtually all of the 3-year underperformance window; Tandem's approximately 51% stock decline versus the peer group's roughly 27% decline produces a gap of about 24 percentage points that exceeds the 20-point trigger, and the 5-year data shows a -38.5pp gap against peer median, confirming sustained underperformance with no mitigating offset.
Mr. Twomey has served on the board since July 2013, giving him the longest tenure of any director and full overlap with the underperformance period; the approximately 24-percentage-point gap between Tandem's roughly 51% three-year stock decline and the peer group's roughly 27% decline clearly exceeds the 20-point trigger, and the 5-year data reinforces rather than mitigates the concern.
For Analysis
Ms. Beaver joined the board in November 2025, which is less than 24 months before the meeting date, so she is exempt from the TSR trigger under the policy's new-director exemption; she brings relevant CFO-level financial expertise appropriate for an audit committee member.
Eight of nine director nominees receive an AGAINST vote determination because Tandem's stock has declined roughly 51% over the past three years while its own disclosed peer group of 18 medical device companies declined only about 27% — a gap of approximately 24 percentage points that exceeds the policy's 20-point underperformance threshold for companies with negative absolute returns. The 5-year comparison (TNDM -78% vs peer median -39.5%, gap -38.5pp) confirms this is sustained underperformance, not a transient trough, so no 5-year mitigant applies. Only Sandra Beaver, who joined the board in November 2025, is exempt as a director with less than 24 months of tenure.
CEO
John Sheridan
Total Comp
$6,858,503
Prior Support
97.14%%
The prior year say-on-pay vote received 97.14% support, well above the 70% threshold that would require remediation. The company has made meaningful improvements to its pay program, including reducing the compensation benchmark target from the 60th to the 50th percentile of peers, adding a relative total shareholder return metric to performance stock awards, and maintaining a pay mix where long-term and performance-based equity awards represent the majority of total compensation. While Tandem's stock performance has lagged peers, the variable pay structure — with bonuses paid at only 87% of target in 2025 and performance stock awards tied to both relative TSR and Adjusted EBITDA margin measured over three years — reflects a functional pay-for-performance link that does not trigger a No vote under policy.
Auditor
Ernst & Young LLP
Tenure
17 yrs
Audit Fees
$2,424,150
Non-Audit Fees
$292,520
Non-audit fees (tax services of $292,520) represent about 12% of audit fees ($2,424,150), well below the 50% threshold that would raise independence concerns; Ernst & Young has audited Tandem since 2009 (approximately 17 years), which is below the 25-year tenure trigger; and Ernst & Young is a Big 4 firm appropriate for a $1.3 billion market-cap company.
The 2026 Tandem Diabetes Care annual meeting presents a ballot where eight of nine director nominees receive an AGAINST vote determination due to sustained stock underperformance — Tandem's shares have declined roughly 51% over three years against a peer group decline of only about 27%, a gap that clearly exceeds the policy's threshold, with the 5-year data confirming the underperformance is not a temporary dip. The auditor ratification and Say on Pay proposals both pass cleanly, with Ernst & Young's non-audit fees well within acceptable limits and the compensation program showing genuine pay-for-performance features including a benchmark reduction and the addition of a relative TSR metric to long-term awards.
18 companies disclosed in 2026 proxy filing
