DEF 14A of TransMedics Group, Inc., Apr 10, 2024

DEF 14A of TransMedics Group, Inc.

Filed Apr 10, 2024 · FY20230001193125-24-091873

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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 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 2025 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 2024 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. Our Board recommends that you vote FOR all eight (8) of the nominees named below. The following persons have been nominated for election to our Board:

  2. ELECTION OF DIRECTORS

    | Name | Year First Elected as Director | Position | | Waleed Hassanein, M.D. | 1998 | President and Chief Executive Officer; Director | | James R. Tobin | 2011 | Director; Chair of the Board | | Edward M. Basile | 2016 | Director; Chair of the Nominating and Corporate Governance Committee | | Thomas J. Gunderson | 2016 | Director; Chair of the Compensation Committee | | Edwin M. Kania, Jr. | 2003 | Director | | Stephanie Lovell | 2021 | Director | | Merilee Raines | 2021 | Director; Chair of the Audit Committee | | David Weill, M.D. | 2019 | Director |

  3. ELECTION OF DIRECTORS

    Waleed Hassanein, M.D., age 55, 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 earned his 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 79, has served as Chairman 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, Lyra Therapeutics, a public company, and Xenter, Inc., a private company. Mr. Tobin has also served on the boards of Impulse Dynamics, from 2021 to 2023, Oxford Immunotec, Inc., from 2014 to 2021, Corindus Vascular Robotics, from 2018 to 2019, Curis, Inc., from 1995 to 2015, Medical Simulation Corp, from 2012 to 2018, CardioDX, Inc., from 2014 to 2017, Chiasma, Inc., from 2015 to 2016, and Aptus Endosystems, Inc. from 2011 to 2015. Mr. Tobin holds 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 76, 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, 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. Thomas J. Gunderson, age 73, 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, 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 66, has served as a member of our Board since 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 earned his 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 64, 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. 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.

  4. ELECTION OF DIRECTORS

    Merilee Raines, age 68, 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 the 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 Technology 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 also served as a member of the Board of Directors of Affymetrix, Inc., from 2015 until it was acquired in 2016. Ms. Raines also served as a member of the board of directors of Aratana Therapeutics, Inc., from 2014 until it was acquired in 2019. Ms. Raines has also served on the boards of directors of several private companies, including Excelitas Technologies Corporation since 2018, Dead River Company from 2018 until 2021 and PetVet Care Centers LLC from 2016 until 2018. Ms. Raines holds 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 60, has served as a member of our Board since April 2019 and 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 his Bachelor of Arts from Tulane University and his 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 qualify him.

  5. Compensation Committee

    | • | reviewing and making recommendations to the Board with respect to director compensation; |

  6. Non-Employee Director Compensation

    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 2023. 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, 2023 is described in the “Summary Compensation Table” and the accompanying narrative description.

  7. Non-Employee Director Compensation

    | Name | Fees earned or paid in cash ($) (1) | Stock awards ($) (2) | Option awards ($) (3) | All Other Compensation ($) (4) | Total ($) | | James R. Tobin | 92,033 | 85,097 | 85,185 | | 262,314 | | Edward M. Basile | 60,500 | 85,097 | 85,185 | 1,481 | 232,262 | | Thomas J. Gunderson | 62,383 | 85,097 | 85,185 | 5,079 | 237,743 | | Edwin M. Kania, Jr. | 50,000 | 85,097 | 85,185 | | 220,281 | | Stephanie Lovell | 49,512 | 85,097 | 85,185 | | 219,793 | | Merilee Raines | 67,500 | 85,097 | 85,185 | 837 | 238,618 | | David Weill, M.D. | 52,500 | 85,097 | 85,185 | | 222,781 |

  8. Non-Employee Director Compensation

    | (1) The amounts reported in this column represent the aggregate cash compensation paid to each of our non-employee directors in respect of the fiscal year ended December 31, 2023. |

  9. Non-Employee Director Compensation

    | (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to our non-employee directors during the fiscal year ended December 31, 2023, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. For RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying shares of our common stock on the date of grant by the number of RSUs granted. The assumptions used to value the RSUs for this purpose are set forth in Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not represent the actual amounts paid to or realized by the director for these awards. |

  10. Non-Employee Director Compensation

    | (3) The amounts reported in this column represent the aggregate grant date fair value of an option to purchase our common stock granted to each of our non-employee directors in the fiscal year ended December 31, 2023, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value this option for this purpose are set forth in Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not represent the actual amounts paid to or realized by the director for these awards. |

  11. Non-Employee Director Compensation

    | (4) The amounts reported in this column represent travel expense reimbursements issued to certain of our non-employee directors. |

  12. Non-Employee Director Compensation

    As of December 31, 2023, our non-employee directors held options to purchase the number of shares of common stock set forth in the table below.

  13. Non-Employee Director Compensation

    | Name | Number of Unvested RSUs | Shares Subject to Outstanding Options | | James R. Tobin | 1,193 | 44,850 | | Edward M. Basile | 1,193 | 64,135 | | Thomas J. Gunderson | 1,193 | 64,135 | | Edwin M. Kania, Jr. | 1,193 | 28,916 | | Stephanie Lovell | 1,193 | 25,109 | | Merilee Raines | 1,193 | 35,666 | | David Weill, M.D. | 1,193 | 38,916 |

  14. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In 2023, following a review of our non-employee director compensation policy with Pearl Meyer, our Compensation Committee recommended and our Board of Directors approved an increase in the annual cash retainer for the Board Chair from $75,000 to $85,000 and changed the annual and initial appointment equity awards for non-employee directors from an option for a specified number of shares to a mix of stock options and RSUs having a grant date value of approximately $90,000 each, in each case, effective as of May, 2023. No other changes were made to non-employee director compensation during 2023. Following these updates, the following structure was used to compensate our non-employee directors in 2023: The following structure was used to compensate our non-employee directors in 2023:

  15. Non-Employee Director Compensation Policy

    | | Board or Committee Chair | Board or Committee Member | | Annual cash retainer | $85,000 | $40,000 | | Additional annual cash retainer for Audit Committee | $20,000 | $10,000 | | Additional annual cash retainer for Compensation Committee | $15,000 | $7,500 | | Additional annual cash retainer for Nominating and Corporate Governance Committee | $10,500 | $5,000 | | Annual equity award | Stock Options and RSUs, each with an aggregate grant date fair value of approximately $90,000 | Stock Options and RSUs, each with an aggregate grant date fair value of approximately $90,000 | | Initial appointment equity retainer | Stock Options and RSUs, each with an aggregate grant date fair value of approximately $90,000 | Stock Options and RSUs, each with an aggregate grant date fair value of approximately $90,000 |

  16. Non-Employee Director Compensation Policy

    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 our Board or the relevant committee thereof. The committee chair cash retainers are provided in lieu of committee member cash retainers. 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 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 is generally subject to the non-employee director’s continued service through the vesting date, or, if earlier, upon the director’s death or disability or a change in control. All non-employee directors were granted 1,193 RSUs, and an option to purchase 1,916 shares of common stock on May 25, 2023.

  17. 2023 Executive Compensation Highlights

    2023 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 2023:

  18. 2023 Executive Compensation Highlights

    | • | Annual cash bonuses: Based on our 2023 revenue of $241.6 million (167.4% of our target revenue of $144 million, and more than 2.5 times our revenue of $93.5 million in 2022) and achievement of all of our non-financial strategic objectives, our Compensation Committee determined that each named executive officer would receive an annual bonus of 200% of target for 2023. For more information, please see section “2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL — Annual Bonuses” below. |

  19. 2023 Executive Compensation Highlights

    | • | Long-term equity compensation: We granted long-term incentives using a mix of 50% stock options and 50% restricted stock units (“RSUs”), based on grant date fair value using a 30-day average closing price, to each of our named executive officers. We also continued to work with Pearl Meyer to analyze our equity granting practices and considered including performance-based equity but concluded that most of our peer companies phased in performance-based equity after first incorporating time-based full value awards, such as RSUs. We continue to be committed to evolving our equity mix over time to align with market best-practices for our industry and support our business and leadership talent retention objectives. For more information, please see section “2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL — Equity Incentive Awards” below. |

  20. 2023 Executive Compensation Highlights

    | • | Mr. Corcoran: The Compensation Committee provided Mr. Corcoran with one-time, sign-on cash bonus of $100,000. The entire amount is fully refundable to the Company if Mr. Corcoran voluntarily resigns or terminates for cause from the Company within his first 18 months of employment. Mr. Corcoran received an equity award at the same time as other named executive officers in February 2023. The award was granted using a mix of 50% stock options and 50% RSUs, determined in the same manner as annual equity awards. Subject to continued service, the stock options vest 25% on the first anniversary of the grant date and the remaining shares vest in equal monthly installments over three years thereafter, and the RSUs vest 25% on the first four anniversaries of the grant date. |

  21. 2023 Executive Compensation Highlights

    | • | Mr. Ranganath: The Compensation Committee provided Mr. Ranganath an equity award with a grant date fair value of $1,700,000 in connection with his commencing employment. The award was granted using a mix of 50% stock options and 50% RSUs, determined in the same manner as annual equity awards. Subject to continued service, the stock options vest 25% on the first anniversary of the grant date and the remaining shares vest in equal monthly installments over three years thereafter, and the RSUs vest 25% on the first four anniversaries of the grant date. |

  22. 2023 Say-on-Pay and Shareholder Feedback

    | • | Updating our compensation peer group to better reflect our size and growth trajectory; |

  23. 2023 Say-on-Pay and Shareholder Feedback

    | • | Updating our annual cash bonus program to implement a formulaic measurement of revenue, a payout cap of 200% of target annual bonus awards, and a threshold performance level; |

  24. 2023 Say-on-Pay and Shareholder Feedback

    | • | Changed the equity mix for long-term incentives to incorporate full value awards (RSUs), compared to 100% options prior to 2023; |

  25. Best Compensation Practices & Policies

    | | What We Do | | What We Don’t Do | | ✓ | Emphasize variable pay over fixed pay, with a significant portion tied to our financial results and stock performance | ✗ | No change in control excise tax gross ups for any executives | | ✓ | Maintain anti-hedging policies | ✗ | No repricing of underwater stock options or SARs without shareholder approval | | ✓ | Maintain a formal clawback policy | ✗ | No “single-trigger” change in control payments or benefits | | ✓ | Maintain stock ownership guidelines | ✗ | No supplemental executive retirement plans | | ✓ | Use an independent compensation consultant | ✗ | No significant perquisites | | ✓ | Hold an annual say-on-pay vote | ✗ | No guaranteed annual bonuses or base salary increases | | ✓ | Conduct an annual compensation risk assessment | | |

  26. 2023 Target Compensation At-A-Glance (Pay Mix)

    | * Excludes sign-on bonus granted to Mr. Corcoran and annualizes base salary and target bonus for Messrs. Corcoran and Ranganath. |

  27. Independent Compensation Consultant

    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.

  28. Use of Peer Group and Market Data

    Use of Peer Group and Market Data 2023 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 2023, 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), revenue (targeting companies with revenues between approximately 0.33x and 3.0x our current/projected revenue) and headcount (targeting companies with a number of employees between approximately 0.25x and 4.0x our current/projected headcount). 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. The compensation peer group companies selected by our Compensation Committee for 2023 executive compensation purposes are listed below.

  29. Use of Peer Group and Market Data

    | 2023 Peer Group | | | | | AtriCure, Inc. | Axonics, Inc. | BioLife Solutions, Inc. | Butterfly Network, Inc. | | CareDx, Inc. | Establishment Labs Holdings Inc. | Glaukos Corporation | Nevro Corp. | | OrthoPediatrics Corp. | Outset Medical, Inc. | PROCEPT BioRobotics Corporation | Pulmonx Corporation | | Silk Road Medical, Inc | SomaLogic, Inc. | STAAR Surgical Company | Treace Medical Concepts, Inc. | | Twist Bioscience Corporation | | | |

  30. Annual Bonuses

    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. For 2023, our Compensation Committee reviewed the target annual bonus opportunities for our named executive officers and, considering the factors described above, increased Mr. Gordon’s and Dr. Khayal’s target annual bonuses more in line with the compensation peer group median. The 2023 target annual bonus opportunities for our named executive officers were as follows:

  31. Annual Bonuses

    | Named Executive Officer | 2023 Target Cash Bonus Opportunity | | Waleed Hassanein, M.D. | 90% | | Stephen Gordon | 50% | | Tamer Khayal, M.D. | 50% | | Nick Corcoran | 40% | | Anil Ranganath(1) | 45% |

  32. Annual Bonuses

    | 1) | Mr. Ranganath joined the Company effective June 5, 2023. His actual target bonus was calculated using his base salary for the year, on a prorated basis, considering his employment commencement date. |

  33. 2023 Performance Goals

    2023 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 2023, 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:

  34. 2023 Performance Goals

    | • | Threshold: In order for any bonus to be earned, we must achieve at least 80% of our revenue target and three out of five of our most important strategic goals. |

  35. 2023 Performance Goals

    | • | Target: Bonuses will be earned at 100% if target revenue goal is achieved. |

  36. 2023 Performance Goals

    | • | Maximum Bonus: Bonuses will be earned at 200% of target if we double (or more) our actual revenue from the prior year. |

  37. 2023 Performance Goals

    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 2023, as well as the actual achievement results, are outlined below:

  38. 2023 Performance Goals

    | 2023 Performance Metrics and Goals | Results | | Revenue target of $144M | $241.6M | | Scaling production capacity to establish a minimum of one-to-two months inventory of perfusion modules finished goods inventory by December 31, 2023 | Achieved | | Establishment of TransMedics Aviation Services in a minimum of three U.S. hubs by December 31, 2023 | Achieved | | Recovery of OCS Lung business to ~$8M-$9M annualized | Achieved | | FDA approval of TransMedics produced leukocyte filters by December 31, 2023 | Achieved | | Complete the OCS Heart animal post-approval study by December 31, 2023 | Achieved | | Release OCS Liver product internationally by Fourth Quarter 2023 | Achieved |

  39. 2023 Performance Goals

    Our 2023 revenue of $241.6 million was more than 2.5 times our revenue of $93.5 million in 2022, and we achieved of all of our non-financial strategic objectives. As a result, our Compensation Committee determined that each named executive officer would receive a bonus of 200% of target for 2023. Our Compensation Committee did not apply any further discretion to the calculated payout. Resulting bonus payouts for our named executive officers are for 2023 are set forth below:

  40. 2023 Performance Goals

    | Named Executive Officer | 2023 Annual Base Salary | 2023 Target Annual Bonus Opportunity (as a % of Salary) | 2023 Target Annual Bonus Opportunity | 2023 Actual Annual Bonus Payout (as a % of Target) | Actual Annual Bonus Payout | | Waleed Hassanein, M.D. | $650,000 | 90% | $585,000 | 200% | $1,170,000 | | Stephen Gordon | $450,000 | 50% | $225,000 | 200% | $450,000 | | Tamer Khayal, M.D. | $450,000 | 50% | $225,000 | 200% | $450,000 | | Nick Corcoran | $375,000 | 40% | $150,000 | 200% | $300,000 | | Anil Ranganath(1) | $400,000 | 45% | $90,000 | 200% | $180,000 |

  41. 2023 Performance Goals

    | (1) Mr. Ranganath joined the Company effective June 5, 2023. His actual target bonus was calculated using his base salary for the portion of the year during which he is employed. The dollar value of his 2023 Annual Bonus Opportunity, and his actual payout amount, in the table above reflects this proration. |

  42. Equity Incentive Awards

    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 2023, our Compensation Committee granted equity incentive awards using a mix of 50% stock options and 50% RSUs, calculated based on grant date fair value using the average closing price over the 30-day period preceding the grant date.

  43. Equity Incentive Awards

    | Equity Vehicle | Weighting | Features | | Stock Options | 50% | • Stock options are intended to align the interests of award recipients with those of shareholders since stock options only deliver value if our stock price appreciates after they are granted. • Stock options generally vest on a monthly basis over four years, generally subject to the named executive officer’s continued employment with us; for new hires, stock options generally vest 25% on the first anniversary of the grant date and the remaining shares vest in equal monthly installments over three years thereafter. | | RSUs | 50% | • RSUs are intended to support our talent retention objectives while also aligning recipients’ interests with those of shareholders since RSUs only deliver increased value if our stock price increases. • RSUs generally vest on an annual basis over three years (four years, for new hires), generally subject to the named executive officer’s continued employment with us. |

  44. Equity Incentive Awards

    Our Compensation Committee determined the value of each named executive officer’s award based on competitive market data, as described above, and by analyzing total executive ownership levels, retention from previously granted awards and other factors. The total target award values for 2023 as approved by the Compensation Committee are shown in the table below

  45. Equity Incentive Awards

    | Named Executive Officer | Stock Options Value | RSUs Value | Total Target Award Value | | Waleed Hassanein, M.D. | $2,462,500 | $2,462,500 | $4,925,000 | | Stephen Gordon | $862,500 | $862,500 | $1,725,000 | | Tamer Khayal, M.D. | $862,500 | $862,500 | $1,725,000 | | Nick Corcoran | $850,000 | $850,000 | $1,700,000 | | Anil Ranganath | $850,000 | $850,000 | $1,700,000 |

  46. Equity Incentive Awards

    | * The number of shares were determined by dividing the target award values by the average fair market value of our common stock over a 30-day period preceding the grant date. Values shown in the table above may differ from the values shown in the Summary Compensation Table and Grants of Plan Based Awards Table. |

  47. Equity Incentive Awards

    For Messrs. Corcoran and Ranganath, awards in the table above reflect equity grants made in connection with the commencement of their respective employments. Subject to continued service, the stock options granted to Messrs. Corcoran and Ranganath vest 25% on the first anniversary of their respective vesting start dates and the remaining shares vest in equal monthly installments over three years thereafter, and the RSUs granted to Messrs. Corcoran and Ranganath vest 25% on the first four anniversaries of their respective vesting start dates. For the rest of our named executive officers, 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.

  48. Change in Control and Severance Benefits

    Change in Control and Severance Benefits We have entered into offer letters with Mr. Gordon, Dr. Khayal, Mr. Corcoran and Mr. Ranganath that set forth the initial terms and conditions of employment, and we have entered into retention agreements with Dr. Hassanein, Mr. Gordon, Dr. Khayal, and Mr. Ranganath that provide for severance payments and benefits in connection with certain terminations of employment. Mr. Corcoran’s offer letter provides for severance payments in connection with certain terminations of employment. In addition, certain of the equity awards granted to our named executive officers would vest in connection with a qualifying termination of employment following a change in control. These severance payments and benefits are more fully described below under “Potential Payments upon Termination or Change in Control.” Our Compensation Committee believes that reasonable severance payments and benefits are necessary to attract and retain executives and are important in incentivizing them to pursue a change in control transaction if it is in the best interests of our shareholders even if it creates uncertainty for them.

  49. Summary Compensation Table

    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, 2023, and, if applicable, December 31, 2022 and December 31, 2021.

  50. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total($) | | Waleed Hassanein, M.D. | 2023 | 633,846 | — | 2,467,645 | 2,472,929 | 1,170,000 | 13,650 | 6,758,070 | | President and Chief Executive Officer | 2022 | 575,192 | — | — | 1,825,900 | 886,770 | — | 3,287,862 | | | 2021 | 535,000 | — | — | 6,377,940 | 457,425 | — | 7,370,365 | | Stephen Gordon | 2023 | 445,965 | — | 864,258 | 866,142 | 450,000 | 13,650 | 2,640,015 | | Chief Financial Officer | 2022 | 417,715 | — | — | 379,787 | 326,903 | — | 1,124,405 | | | 2021 | 370,800 | — | — | 1,440,180 | 158,517 | — | 1,969,497 | | Tamer Khayal, M.D. | 2023 | 445,962 | — | 864,258 | 866,142 | 450,000 | 4,146 | 2,630,508 | | Chief Commercial Officer | 2022 | 421,875 | — | — | 379,787 | 326,903 | — | 1,128,565 | | | 2021 | 386,250 | — | — | 1,440,180 | 165,122 | — | 1,991,552 | | Nick Corcoran (6) | 2023 | 338,942 | 100,000(6) | 851,765 | 853,596 | 300,000 | 73,129 | 2,517,432 | | Senior Vice President of Supply Chain and Operations | | | | | | | | | | Anil Ranganath (7) | 2023 | 215,385 | — | 892,987 | 893,789 | 180,000 | 5,181 | 2,187,342 | | Senior Vice President, General Counsel and Corporate Secretary | | | | | | | | |

  51. Summary Compensation Table

    | (1) The amounts reported in this column include contributions made by the named executive officer to our 401(k) plan, which is described below. |

  52. Summary Compensation Table

    | (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs granted during the fiscal year ended December 31, 2023, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. These amounts do not represent the actual amounts paid to or realized by the named executive officer for these awards. For RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying shares of our common stock on the date of grant by the number of RSUs granted. The assumptions used to value the RSUs for this purpose are set forth in Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. No RSUs were granted to our named executive officers prior to 2023. |

  53. Summary Compensation Table

    | (3) The amounts reported in this column represent the aggregate grant date fair value of options to purchase our common stock granted during the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021, as applicable, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. These amounts do not represent the actual amounts paid to or realized by the named executive officer for these awards. The assumptions used to value the options for this purpose are set forth in Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |

  54. Summary Compensation Table

    | (4) The amounts reported in this column represent annual bonuses paid for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021. See “Compensation Discussion and Analysis — Annual Cash Incentive Bonuses” above for additional details. |

  55. Summary Compensation Table

    | (5) The amounts reported in this column for the fiscal year ended December 31, 2023 represent the following items: |

  56. Summary Compensation Table

    | Name and Principal Position | Company 401(k) Matching Contributions ($) | Relocation ($) (a) | Group Term Life Insurance Premium Paid by Company ($) | | Waleed Hassanein, M.D. | 13,200 | — | 450 | | Stephen Gordon | 13,200 | — | 450 | | Tamer Khayal, M.D. | 3,696 | — | 450 | | Nick Corcoran | 12,385 | 60,369 | 375 | | Anil Ranganath | 4,923 | — | 258 |

  57. Summary Compensation Table

    | (a) For Mr. Corcoran, reflects the relocation payment he received in connection with the commencement of his employment. |

  58. Summary Compensation Table

    | (6) Mr. Corcoran commenced employment with us on January 23, 2023. The amount reported in the Bonus column represents a signing bonus paid to Mr. Corcoran in connection with his commencing employment with us. |

  59. Summary Compensation Table

    | (7) Mr. Ranganath commenced employment with us on June 5, 2023. |

  60. Grants of Plan-Based Awards Table

    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 2023.

  61. Grants of Plan-Based Awards Table

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Option Awards: Number Of Shares of Stock or Units (#) (2) | All Other Option Awards: Number Of Securities Underlying Options (#) (3) | Exercise or Base Price Of Option Awards ($/Sh) (4) | Grant Date Fair Value Of Stock and Option Awards ($) (5) | | Name | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Waleed Hassanein | — | 468,000 | 585,000 | 1,170,000 | — | — | — | — | | | 2/20/2023 | — | — | — | — | 57,165 | 66.10 | 2,472,929 | | | 2/20/2023 | — | — | — | 37,332 | — | — | 2,467,645 | | Stephen Gordon | — | 180,000 | 225,000 | 450,000 | — | — | — | — | | | 2/20/2023 | — | — | — | — | 20,022 | 66.10 | 866,142 | | | 2/20/2023 | — | — | — | 13,075 | — | — | 864,258 | | Tamer Khayal | — | 180,000 | 225,000 | 450,000 | — | — | — | — | | | 2/20/2023 | — | — | — | — | 20,022 | 66.10 | 866,142 | | | 2/20/2023 | — | — | — | 13,075 | — | — | 864,258 | | Nick Corcoran | — | 120,000 | 150,000 | 300,000 | — | — | — | — | | | 2/20/2023 | — | — | — | — | 19,732 | 66.10 | 853,596 | | | 2/20/2023 | — | — | — | 12,886 | — | — | 851,765 | | Anil Ranganath | — | 72,000 | 90,000 | 180,000 | — | — | — | — | | | 8/1/2023 | — | — | — | — | 14,709 | 93.88 | 893,789 | | | 8/1/2023 | — | — | — | 9,512 | — | — | 892,987 |

  62. Grants of Plan-Based Awards Table

    | (1) Amounts represent the threshold, target and maximum annual cash bonus opportunities by our named executive officers under our annual bonus program. See “Compensation Discussion and Analysis — Annual Bonuses” above for additional details. Mr. Ranganath commenced employment with us in June 2023 and his annual cash bonus opportunities for 2023 were prorated as a result (to 50% of his opportunities for the full year). The actual amounts paid to our named executive officers under our annual bonus program for 2023 are set forth in the Non-Equity Incentive Plan Compensation of the Summary Compensation Table above. |

  63. Grants of Plan-Based Awards Table

    | (2) Amounts represent the number of RSUs granted to our named executive officers in 2023. See “Compensation Discussion and Analysis — Equity Incentive Awards” above for additional details. |

  64. Grants of Plan-Based Awards Table

    | (3) Amounts represent the number of shares of our common stock subject to stock options granted to our named executive officers in 2023. See “Compensation Discussion and Analysis — Equity Incentive Awards” above for additional details. |

  65. Grants of Plan-Based Awards Table

    | (4) Amounts represent the exercise price for the stock options granted to our named executive officers in 2023. |

  66. Grants of Plan-Based Awards Table

    | (5) These amounts represent the grant date fair value of RSUs or stock options, as applicable, granted in 2023, determined in accordance with FASB ASC Topic 718, disregarding the effect of forfeitures. These amounts do not represent the actual amounts paid to or realized by the named executive officer for these awards during 2023. For a more detailed description of the assumptions used for purposes of determining grant date fair value see Note 10 to the consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. For RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying shares of our common stock on the date of grant by the number of RSUs granted. |

  67. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table shows the number of vested and unvested equity awards held by our named executive officers as of December 31, 2023.

  68. Outstanding Equity Awards at 2023 Year-End

    | | Option Awards | | | | Stock Awards | | | Named Executive Officer | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not vested (#) | Market value of Shares or Units of Stock that have not Vested ($) (7) | | Waleed Hassanein | 285,714 | — | 16.00 | 4/30/2029 | — | — | | | 170,583 | 7,417(1) | 16.14 | 2/27/2030 | — | — | | | 219,583 | 90,417(1) | 38.46 | 2/24/2031 | — | — | | | 114,583 | 135,417(1) | 13.28 | 2/22/2032 | — | — | | | 11,909 | 45,256(1) | 66.10 | 2/20/2033 | — | — | | | — | — | — | — | 37,332(4) | 2,946,615 | | Stephen Gordon | 3,644 | 2,084(1) | 16.14 | 2/27/2030 | — | — | | | 49,583 | 20,417(1) | 38.46 | 2/24/2031 | — | — | | | 23,833 | 28,167(1) | 13.28 | 2/22/2032 | — | — | | | 4,170 | 15,852(1) | 66.10 | 2/20/2033 | — | — | | | — | — | — | — | 13,075(4) | 1,032,010 | | Tamer Khayal | 8,036 | — | 16.00 | 4/30/2029 | — | — | | | 15,626 | 2,084(1) | 16.14 | 2/27/2030 | — | — | | | 48,122 | 20,417(1) | 38.46 | 2/24/2031 | — | — | | | 23,833 | 28,167(1) | 13.28 | 2/22/2032 | — | — | | | 4,170 | 15,852(1) | 66.10 | 2/20/2033 | — | — | | | — | — | — | — | 13,075(4) | 1,032,010 | | Nick Corcoran | — | 19,732(2) | 66.10 | 2/20/2033(4) | — | — | | | — | — | — | — | 12,886(5) | 1,017,092 | | Anil Ranganath | — | 14,709(3) | 93.88 | 8/1/2033(5) | — | — | | | — | — | — | — | 9,512(6) | 750,782 |

  69. Outstanding Equity Awards at 2023 Year-End

    | (1) Options vest on a monthly basis over a four-year period from the grant date, which is ten years prior to the applicable expiration date listed in the table above, generally subject to continued service through each such vesting date. |

  70. Outstanding Equity Awards at 2023 Year-End

    | For Mr. Corcoran, 25% of the shares underlying the options vest on the one-year anniversary of January 23, 2023, and the remainder of the shares underlying the options vest on a monthly basis over three years thereafter, generally subject to continued service through each such vesting date. For Mr. Ranganath, 25% of the shares underlying the options vest on the one-year anniversary of the grant date, which is ten years prior to the applicable expiration date listed in the table above, and the remainder of the shares underlying the options vest on a monthly basis over three years thereafter, generally subject to continued service through each such vesting date. |

  71. Outstanding Equity Awards at 2023 Year-End

    | (2) Option vests as to 25% of the shares on January 23, 2024, and as to the remainder of the shares on a monthly basis over three years thereafter, generally subject to continued service through each such vesting date. |

  72. Outstanding Equity Awards at 2023 Year-End

    | (3) Option vests as to 25% of the shares on August 1, 2024, and as to the remainder of the shares on a monthly basis over three years thereafter, generally subject to continued service through each such vesting date. |

  73. Outstanding Equity Awards at 2023 Year-End

    | (4) RSUs vest on an annual basis over a three-year period from the grant date (February 20, 2023), generally subject to continued service through each such vesting date. |

  74. Outstanding Equity Awards at 2023 Year-End

    | (5) RSUs vest on an annual basis over a four-year period from January 23, 2023, generally subject to continued service through each such vesting date. |

  75. Outstanding Equity Awards at 2023 Year-End

    | (6) RSUs vest on an annual basis over a four-year period from the grant date (August 1, 2023), generally subject to continued service through each such vesting date. |

  76. Outstanding Equity Awards at 2023 Year-End

    | (7) Values for RSUs have been determined using the closing price of a share of our common stock as of December 29, 2023, the last trading day of 2023 ($78.93). |

  77. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows the stock options that our named executive officers exercised during 2023. No stock awards held by any of our named executive officers vested during 2023.

  78. Option Exercises and Stock Vested

    | | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | | Waleed Hassanein | 193,074 | 13,381,959 | | Stephen Gordon | 25,000 | 1,305,500 | | Tamer Khayal | 90,000 | 5,450,721 | | Nick Corcoran | — | — | | Anil Ranganath | — | — |

  79. Option Exercises and Stock Vested

    | (1) The amounts reported in this column is based on the per share closing price of a share of our common stock on the Nasdaq Stock Market on the date the applicable stock options were exercised. |

  80. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation None of our named executive officers participated in or received benefits from a pension plan or from a nonqualified deferred compensation plan during 2023 or in any prior year.

  81. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into offer letters with Mr. Gordon, Dr. Khayal, Mr. Corcoran and Mr. Ranganath that set forth the initial terms and conditions of the executive’s employment with us. We have also entered into a retention agreement with Dr. Hassanein, Mr. Gordon, Dr. Khayal and Mr. Ranganath that provides for severance payments and benefits in the event the named executive officer’s employment is terminated in certain circumstances. Mr. Corcoran’s offer letter provides for severance payments and benefits in connection with certain terminations of employment. In addition, each of our named executive officers has entered into an invention and non-disclosure agreement and a non-competition and non-solicitation agreement with us. The material terms of these agreements are summarized below. As used in the summary below, the terms “cause,” “disability,” “good reason” and “change in control” have the meanings set forth in the applicable agreement. Dr. Hassanein. Pursuant to his retention agreement, Dr. Hassanein is entitled to severance payments and benefits in the event we terminate his employment other than for cause or due to his death or disability or if Dr. Hassanein resigns for good reason. If his employment terminates in such circumstances, Dr. Hassanein will be entitled to receive (i) an amount equal to the sum of his highest annual base salary during the preceding three years and his highest annual bonus during the preceding three years, payable in 12 monthly installments; (ii) Company-provided benefits for up to 12 months; (iii) an additional 12 months of service credit for purposes of eligibility for any retiree benefits; and (iv) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminates, based on Dr. Hassanein’s annual bonus for the preceding year, subject, in each case, to his execution of a release of claims and compliance with the material provisions of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement with us. If his employment terminates in such circumstances either in connection with or in anticipation of, or within 24 months following, a change in control, then, in lieu of the payments and benefits described above, Dr. Hassanein will be entitled to receive (A) an amount equal to one and one-half (1.5) times the sum of his highest annual base salary during the preceding three years and his highest annual bonus during the preceding three years, payable in a lump sum; (B) Company-provided benefits for up to 18 months; (C) an additional 18 months of service credit for purposes of eligibility for any retiree benefits; (D) accelerated vesting of all of his then-outstanding and unvested stock options, restricted stock, and other equity-based awards; and (E) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminates, based on Dr. Hassanein’s annual bonus for the preceding year. Dr. Khayal. Pursuant to his retention agreement, Dr. Khayal is entitled to severance payments and benefits in the event we terminate his employment other than for cause or due to his death or disability or if Dr. Khayal resigns for good reason. If his employment terminates in such circumstances, Dr. Khayal will be entitled to receive (i) an amount equal to three-fourths (.75) times the sum of his highest annual base salary during the preceding three years and his highest annual bonus during the preceding three years, payable in nine monthly installments; (ii) Company-provided benefits for up to nine months; (iii) an additional nine months of service credit for purposes of eligibility for any retiree benefits; and (iv) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminates, based on Dr. Khayal’s annual bonus for the preceding year, subject, in each case, to his execution of a release of claims and compliance with the material provisions of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement with us. If his employment terminates in such circumstances either in connection with or in anticipation of, or within 24 months following, a change in control, then, in lieu of the payments and benefits described above, Dr. Khayal will be entitled to receive (A) an amount equal to the sum of his highest annual base salary during the preceding three years and his highest annual bonus during the preceding three years, payable in a lump sum; (B) Company-provided benefits for up to 12 months; (C) an additional 12 months of service credit for purposes of eligibility for any retiree benefits; (D) accelerated vesting of all of his then-outstanding and unvested stock options, restricted stock, and other equity-based awards; and (E) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminates, based on Dr. Khayal’s annual bonus for the preceding year. Mr. Gordon. Pursuant to his retention agreement, Mr. Gordon is entitled to severance payments and benefits in the event we terminate his employment other than for cause or due to his death or disability or if Mr. Gordon resigns for good reason. If his employment terminates in such circumstances, Mr. Gordon will be entitled to receive (i) an amount equal to three-fourths (.75) times the sum of his highest annual base salary during the preceding three years and his highest annual bonus during the preceding three years, payable in nine monthly installments; (ii) Company-provided group health insurance benefits for up to nine months; and (iii) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminates, based on Mr. Gordon’s annual bonus for the preceding year, subject, in each case, to his execution of a release of claims and compliance with the material provisions of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement with us. If his employment terminates in such circumstances either in connection with or in anticipation of, or within 24 months following, a change in control, then, in lieu of the payments and benefits described above, Mr. Gordon will be entitled to receive (A) an amount equal to the sum of his highest annual base salary during the preceding three years and his highest annual bonus during the preceding three years, payable in a lump sum; (B) Company-provided group health insurance benefits for up to 12 months; (C) accelerated vesting of all of his then-outstanding and unvested stock options, restricted stock, and other equity-based awards; and (D) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminates, based on Mr. Gordon’s annual bonus for the preceding year. Mr. Corcoran. Pursuant to his offer letter, Mr. Corcoran is entitled to severance payments and benefits in the event we terminate his employment other than for cause or if Mr. Corcoran resigns for good reason. If his employment terminates in such circumstances after the 12-month anniversary of the date he commenced employment and prior to a change in control, Mr. Corcoran will be entitled to receive (i) continued base salary for six months (reduced by any noncompetition payments payable to Mr. Corcoran during the same period),

  82. Potential Payments Upon Termination or Change in Control

    payable on regularly scheduled pay periods; (ii) any earned but unpaid annual bonus for the preceding year; (iii) Company-provided group health insurance benefits for up to six months; and (iv) accrued but unpaid salary and pay for accrued but unused vacation, subject, in each case, to his execution of a release of claims and compliance with the material provisions of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement with us. If his employment terminates in such circumstances after the 12-month anniversary of the date he commenced employment either in connection with or in anticipation of, or within 24 months following, a change in control, then, in lieu of the payments and benefits described above, Mr. Corcoran will be entitled to receive (A) continued base salary for nine months (reduced by any noncompetition payments payable to Mr. Corcoran during the same period), payable on regularly scheduled pay periods; (B) his target annual bonus for the year in which his employment terminates, (C) Company-provided group health insurance benefits for up to nine months; (D) accelerated vesting of all of his then-outstanding and unvested stock options and other equity-based awards; and (E) accrued but unpaid salary and pay for accrued but unused vacation. Mr. Ranganath. Pursuant to his retention agreement, Mr. Ranganath is entitled to severance payments and benefits in the event we terminate his employment other than for cause or if Mr. Ranganath resigns for good reason. If his employment terminates in such circumstances after the 12-month anniversary of the date he commenced employment and prior to a change in control, Mr. Ranganath will be entitled to receive (i) an amount equal to three-fourths (.75) times the sum of his highest annual base salary during the preceding three years and his highest annual bonus (reduced by any noncompetition payments payable to Mr. Ranganath during the same period) during the preceding three years, payable in nine monthly installments; (ii) Company-provided group health insurance benefits for up to nine months; and (iii) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminates, based on Mr. Ranganath’s annual bonus for the preceding year, subject, in each case, to his execution of a release of claims and compliance with the material provisions of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement with us. If his employment terminates in such circumstances either in connection with or in anticipation of, or within 24 months following, a change in control, then, in lieu of the payments and benefits described above, Mr. Ranganath will be entitled to receive (A) an amount equal to the sum of his highest annual base salary during the preceding three years and his highest annual bonus during the preceding three years, payable in a lump sum; (B) Company-provided group health insurance benefits for up to 12 months; (C) accelerated vesting of all of his then-outstanding and unvested stock options, restricted stock units, and other equity-based awards; and (D) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminates, based on Mr. Ranganath’s annual bonus for the preceding year. Restrictive Covenants. Each of our named executive officers has entered into an invention assignment and non-disclosure agreement and a non-competition and non-solicitation agreement with us that contain covenants relating to the disclosure of proprietary and confidential information and the assignment of inventions, and non-competition, no-hire and employee and customer non-solicitation covenants that apply for one year following the termination of the named executive officer’s employment with us. Each of Dr. Hassanein, Mr. Gordon, Dr. Khayal and Mr. Ranganath is entitled to severance payments and benefits under his retention agreement, and Mr. Corcoran is entitled to severance payments and benefits under his offer letter, upon a termination of employment in certain circumstances, including in connection with a change in control. These severance payments and benefits are described above. 280G Better Of Provision. Each of the retention agreements described above provides that we will not be obligated to provide any payments or benefits to the named executive officer that would constitute “excess parachute payments’’ within the meaning of Section 280G of the Code, unless such payments and benefits would result in a greater after-tax amount to the named executive officer than if the payments and benefits were reduced so that no amount was subject to the excise tax imposed with respect to such payments (to the extent applicable). The table below sets forth the change in control and severance benefits that would be payable to our named executive officers if his or her employment terminated under the circumstances described below, in each case, on December 31, 2023. No benefits would be payable upon a change in control without an associated termination of employment.

  83. Potential Payments Upon Termination or Change in Control

    | Name | Benefit Continuation ($) (1) | Severance ($) (2) | Acceleration of Unvested Equity-Based Awards ($) (3) | Total | | Waleed Hassanein | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Termination prior to Change in Control without Cause or for Good Reason | 23,898 | 1,820,000 | — | 1,843,898 | | Termination following Change in Control without Cause or for Good Reason | 35,847 | 2,730,000 | 16,542,265 | 19,308,112 | | Resignation without Good Reason following Change in Control; Termination for Death or Disability | — | — | — | — | | Termination for Cause; Resignation without Good Reason | — | — | — | — | | Stephen Gordon | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Termination prior to Change in Control without Cause or for Good Reason | 17,924 | 675,000 | — | 692,924 | | Termination following Change in Control without Cause or for Good Reason | 23,898 | 900,000 | 4,041,685 | 4,965,583 | | Resignation without Good Reason following Change in Control; Termination for Death or Disability | — | — | — | — | | Termination for Cause; Resignation without Good Reason | — | — | — | — | | Tamer Khayal | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Termination prior to Change in Control without Cause or for Good Reason | 17,924 | 675,000 | — | 692,924 | | Termination following Change in Control without Cause or for Good Reason | 23,898 | 900,000 | 4,041,685 | 4,965,583 | | Resignation without Good Reason following Change in Control; Termination for Death or Disability | — | — | — | — | | Termination for Cause; Resignation without Good Reason | — | — | — | — | | Nick Corcoran | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Termination prior to Change in Control without Cause or for Good Reason | — | — | — | — | | Termination following Change in Control without Cause or for Good Reason | — | — | — | — | | Resignation without Good Reason following Change in Control; Termination for Death or Disability | — | — | — | — | | Termination for Cause; Resignation without Good Reason | — | — | — | — | | Anil Ranganath | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Termination prior to Change in Control without Cause or for Good Reason | — | — | — | — | | Termination following Change in Control without Cause or for Good Reason | — | — | — | — | | Resignation without Good Reason following Change in Control; Termination for Death or Disability | — | — | — | — | | Termination for Cause; Resignation without Good Reason | — | — | — | — |

  84. Potential Payments Upon Termination or Change in Control

    | (1) Benefit continuation amounts are calculated based on the cost of premiums under our group health plans as of December 31, 2023. |

  85. Potential Payments Upon Termination or Change in Control

    | (2) Severance amounts are the amounts payable under the applicable named executive officer’s retention agreement under the circumstances described above. Messrs. Corcoran and Ranganath are not eligible for severance benefits in connection with a termination of their employment prior to the first anniversary of their respective start dates and, as a result, no amounts are included in the table for them. |

  86. Potential Payments Upon Termination or Change in Control

    | (3) Acceleration of Unvested Options and RSUs amounts reflect the value of stock options and RSUs that would accelerate upon a termination of employment by the Company without cause or a resignation by our named executive officers for good reason in connection with or in anticipation of, or within 24 months following, a change in control. Values for equity-based awards have been determined using the closing price of a share of our common stock on December 29, 2023, the last trading day of 2023 ($78.93). |

  87. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to disclose the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all of our other employees. We determined that the 2023 median of the annual total compensation of all of our employees who were employed as of December 31, 2023, other than our CEO, Dr. Hassanein, was $132,795. Dr. Hassanein’s 2023 annual total compensation was $6,758,071 (as reported in our Summary Compensation Table above). Based on the foregoing, our estimate of the ratio of Dr. Hassanein’s annual total compensation to the median annual total compensation of all of our other employees was 51 to 1. To identify the median employee, we used Box 5 W-2 data for all individuals (with the exception of Dr. Hassanein) employed by us on December 31, 2023, annualizing such data for those individuals employed by us for less than the full year of 2023. As the identified median employee was hired in 2023, we chose to use an employee who was employed for the full year in 2023 whose compensation was closest to the identified median employee to compute the CEO pay ratio. As of December 31, 2023, our total population, excluding Dr. Hassanein, consisted of 584 employees located in the United States, France, Germany, and Italy. Pursuant to SEC rules, we excluded 1 employee located in France, 4 employees located in Germany, and 2 employees located in Italy (which were all of our employees in such jurisdictions) to identify our median employee. After applying this exemption, the employee population, excluding Dr. Hassanein, used for purposes of identifying the median employee consisted of 577 employees. We then calculated the annual compensation of the median employee using the same methodology used to calculate Dr. Hassanein’s compensation for the Summary Compensation Table. We believe that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, our ratio may not be comparable to the ratios disclosed by other companies based on a number of factors, including differences in employee populations, different geographic distributions of employees, and the nature of the companies’ businesses.

  88. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “Compensation Actually Paid” (“CAP”) and certain performance measures for the fiscal years listed below. The Compensation Discussion & Analysis (“CD&A”) describes the compensation setting process for our executive officers, which is done independently from the disclosure requirements.

  89. Pay Versus Performance

    Pay Versus Performance The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020 along with the required financial information required for each fiscal year. CAP is calculated in accordance with SEC rules and includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year. CAP does not correlate to the total amount of cash or equity compensation paid or received during each fiscal year. The calculations do not reflect the actual sale of stock underlying equity awards or the exercise of stock options by the executive, and the amount of compensation ultimately received may, in fact, be different from the CAP amounts disclosed in the table below:

  90. Pay Versus Performance

    | | | | | | Year-end value of $100 invested on December 31, 2019 in: | | | | | | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3)(4) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (in millions) | Revenue (in millions) | | Year | $ | $ | $ | $ | $ | $ | $ | $ | | 2023 | 6,758,071 | 8,463,665 | 2,441,781 | 2,720,564 | 415.20 | 106.34 | -25.0 | 241.6 | | 2022 | 3,287,862 | 25,221,314 | 958,883 | 4,539,310 | 324.67 | 99.81 | -36.2 | 93.5 | | 2021 | 7,370,365 | 5,172,952 | 1,441,564 | 1,070,395 | 100.79 | 125.43 | -44.2 | 30.3 | | 2020 | 2,385,687 | 2,664,897 | 928,500 | 1,040,808 | 104.68 | 130.04 | -28.7 | 25.6 |

  91. Pay Versus Performance

    | (1) For all years reported, the principal executive officer (“PEO”) was Waleed Hassanein, M.D., President and Chief Executive Officer. |

  92. Pay Versus Performance

    | (2) Deductions from, and additions to, total compensation in the Summary Compensation Table (“SCT”) by year to calculate CAP include: |

  93. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | Waleed Hassanein, M.D. $ | Average of Other Non-PEO NEOs $ | Waleed Hassanein, M.D. $ | Average of Other Non-PEO NEOs $ | Waleed Hassanein, M.D. $ | Average of Other Non-PEO NEOs $ | Waleed Hassanein, M.D. $ | Average of Other Non-PEO NEOs $ | | Total Compensation from SCT | 6,758,071 | 2,441,781 | 3,287,862 | 958,883 | 7,370,365 | 1,441,564 | 2,385,687 | 928,500 | | Total Adjustments for Pension | — | — | — | — | — | — | — | — | | Adjustments for Equity Awards | — | — | — | — | — | — | — | — | | Adjustment for SCT grant date fair value | (4,940,575) | (1,738,234) | (1,825,900) | (328,662) | (6,377,940) | (977,265) | (1,445,960) | (405,485) | | Year-end fair value of unvested awards granted in the current year | 5,365,601 | 1,822,445 | 10,641,357 | 1,915,468 | 2,075,714 | 318,056 | 1,671,287 | 469,469 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (936,703) | (82,620) | 8,789,191 | 1,344,256 | (136,012) | (16,871) | 67,306 | 9,332 | | Fair values at vest date for awards granted and vested in current year | 532,735 | 93,271 | 1,647,831 | 296,601 | 949,688 | 145,504 | 312,077 | 87,658 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 1,684,536 | 183,922 | 2,680,973 | 352,765 | 1,291,136 | 159,408 | (325,501) | (48,666) |

  94. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | Waleed Hassanein, M.D. $ | Average of Other Non-PEO NEOs $ | Waleed Hassanein, M.D. $ | Average of Other Non-PEO NEOs $ | Waleed Hassanein, M.D. $ | Average of Other Non-PEO NEOs $ | Waleed Hassanein, M.D. $ | Average of Other Non-PEO NEOs $ | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | — | — | — | — | | Dividends or dividend equivalents not otherwise included in total compensation | — | — | — | — | — | — | — | — | | Total Adjustments for Equity Awards | 1,705,594 | 278,784 | 21,933,452 | 3,580,427 | (2,197,413) | (371,168) | 279,210 | 112,309 | | Compensation Actually Paid (as calculated) | 8,463,665 | 2,720,564 | 25,221,314 | 4,539,310 | 5,172,952 | 1,070,395 | 2,664,897 | 1,040,808 |

  95. Pay Versus Performance

    | (3) The valuation of RSU awards included as part of CAP was based on the grant date closing price and the closing price on the applicable vesting date or fiscal year end. The following summarizes the valuation assumptions used for stock option awards included as part of CAP: |

  96. Pay Versus Performance

    | a. | Expected life of each stock option is based on the “simplified method” using an average of the remaining vesting period and remaining term, as of the applicable vesting date or fiscal year end. |

  97. Pay Versus Performance

    | b. | The exercise price is based on each grant date closing price and fair value is based on the closing price on the applicable vesting date or fiscal year end. |

  98. Pay Versus Performance

    | c. | Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the applicable vesting date or fiscal year end. |

  99. Pay Versus Performance

    | d. | Historical volatility is based on the daily price history for each year of remaining expected life prior to each applicable vesting date or fiscal year end; closing prices are provided by S&P Capital IQ and are adjusted for dividends and splits. |

  100. Pay Versus Performance

    | e. | Annual dividend yield on each applicable vesting date or fiscal year end is assumed to be zero. |

  101. Pay Versus Performance

    | f. | Note, Compensation Actually Paid for 2021, 2022, and 2023 has been revised from last year’s disclosure to reflect updated valuation assumptions. |

  102. Pay Versus Performance

    | (4) No RSU awards vested in 2023, 2022, 2021 or 2020. The following table illustrates the valuation assumptions as of the vesting date for stock options that vested in each of 2023, 2022, 2021 and 2020: |

  103. Pay Versus Performance

    | | For Stock Options Vesting in | | | | | | 2023 | 2022 | 2021 | 2020 | | Expected volatility | 72% - 78% | 69.15% - 76.30% | 64.38% - 72.22% | 56.71% - 71.56% | | Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | | Expected term, in years | 3.0 - 5.0 | 3.2 - 5.0 | 3.0 - 5.0 | 3.2 - 5.0 | | Risk-free interest rate | 3.54% - 4.91% | 0.97% - 4.48% | 0.19% - 1.34% | 0.15% - 1.69% |

  104. Pay Versus Performance

    | (5) Non-CEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year: |

  105. Pay Versus Performance

    | a. | 2023: Stephen Gordon (Chief Financial Officer), Tamer Khayal, M.D. (Chief Commercial Officer), Nick Corcoran (Sr. Vice President of Supply Chain and Operations), and Anil Ranganath (Sr. Vice President, General Counsel and Corporate Secretary). |

  106. Pay Versus Performance

    | b. | 2022: Stephen Gordon (Chief Financial Officer), Tamer Khayal, M.D. (Chief Commercial Officer), Miriam Provost, Ph.D. (Vice President of Global Regulatory Affairs), and Laura Damme (Vice President, Clinical Affairs). |

  107. Pay Versus Performance

    | c. | 2021: Stephen Gordon (Chief Financial Officer), Tamer Khayal, M.D. (Chief Commercial Officer), Miriam Provost, Ph.D. (Vice President of Global Regulatory Affairs), and Laura Damme (Vice President, Clinical Affairs). |

  108. Pay Versus Performance

    | d. | 2020: Stephen Gordon (Chief Financial Officer) and Tamer Khayal, M.D. (Chief Commercial Officer). |

  109. Pay Versus Performance

    | (6) For purposes of the “Peer group total shareholder return” column of this table, the Nasdaq Healthcare Index (IXHC) was used as our selected peer group. |

  110. Narrative Disclosure: Pay Versus Performance Table

    Narrative Disclosure: Pay Versus Performance Table The graphs below provide a description of CAP (as calculated in accordance with the SEC rules) and the following measures:

  111. Narrative Disclosure: Pay Versus Performance Table

    | • | TransMedics’ cumulative TSR and Peer Group (NASDAQ Healthcare Index) cumulative TSR; |

  112. Narrative Disclosure: Pay Versus Performance Table

    | • | TransMedics’ Net Income; and |

  113. Narrative Disclosure: Pay Versus Performance Table

    | • | the Company Selected Measure, which for TransMedics is Revenue. |