DEF 14A of TransMedics Group, Inc.
Filed Apr 10, 2026 · FY20250001193125-26-150357
Solicitation of Proxies
Solicitation of Proxies Our Board is making this solicitation of proxies for the Annual Meeting. We will bear all costs of such solicitation, including the cost of preparing and distributing this Proxy Statement and the enclosed form of proxy and including the cost of hosting the virtual meeting. After the initial distribution of this Proxy Statement, proxies may be solicited by mail, telephone, or personally by directors, officers, employees or agents of the Company. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners, and we will pay their reasonable out-of-pocket expenses.
Solicitation of Proxies
| TransMedics Group, Inc. 2026 Proxy Statement | 5 |
Solicitation of Proxies
Our Board currently consists of eight (8) directors. In accordance with the terms of our restated articles of organization (“Articles of Organization”) and second amended and restated bylaws (“Bylaws”), all of our directors serve for one-year terms and are elected annually. We are nominating the eight (8) current directors listed below for re-election. If re-elected, each of these eight (8) nominees will serve on our Board until the 2027 annual meeting of shareholders (“2027 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 2026 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:
Solicitation of Proxies
| Name | Year First Elected as Director | Position | | Waleed H. Hassanein, M.D. | 1998 | President and Chief Executive Officer; Director | | James R. Tobin | 2011 | Director; Chairperson of the Board | | Edward M. Basile | 2016 | Director; Chairperson of the Nominating and Corporate Governance Committee | | Thomas J. Gunderson | 2016 | Director; Chairperson of the Compensation Committee | | Edwin M. Kania, Jr. | 2003 | Director | | Stephanie Lovell | 2021 | Director | | Merilee Raines | 2021 | Director; Chairperson of the Audit Committee | | David Weill, M.D. | 2019 | Director |
Solicitation of Proxies
| 6 | TransMedics Group, Inc. 2026 Proxy Statement |
Solicitation of Proxies
| Waleed H. Hassanein, M.D. | Director since: August 1998 |
Solicitation of Proxies
Waleed H. Hassanein, M.D., age 57, our founder, has served as our President and Chief Executive Officer and as a member of our Board since August 1998. Prior to founding TransMedics, Inc., Dr. Hassanein completed a three-year cardiac surgery research fellowship at West Roxbury VA Medical Center and Brigham and Women’s Hospital, a Harvard Medical School affiliate. Prior to his research fellowship, Dr. Hassanein completed two years of general surgery residency at Georgetown University Medical Center. Dr. Hassanein received a M.D. degree from Georgetown University in 1993. Prior to transferring to Georgetown University, Dr. Hassanein attended Cairo University School of Medicine from 1985 to 1989, and holds a General Certificate of Education from the University of London. We believe that Dr. Hassanein is qualified to serve on our Board because of his extensive experience in the medical field and his extensive knowledge of our Company based on his role as founder and President and Chief Executive Officer.
Solicitation of Proxies
| James R. Tobin | Director since: July 2011 |
Solicitation of Proxies
James R. Tobin, age 81, has served as Chairperson of our Board since July 2011. Mr. Tobin is the retired President and CEO of Boston Scientific Corporation, a medical device company, where he served from 1999 to 2009. Prior to Boston Scientific, Mr. Tobin was the President and CEO of Biogen Inc., and, from 1994 to 1997, its President and Chief Operating Officer. Before Biogen, Mr. Tobin spent 22 years with Baxter International Inc., rising from Financial Analyst to President and Chief Operating Officer. Mr. Tobin currently serves as a director of Globus Medical Inc., a public company, for which he serves as lead director, Lyra Therapeutics, a public company, and Xenter, Inc., a private company. Mr. Tobin has also previously served on the boards of Impulse Dynamics, from 2021 to 2023, and Oxford Immunotec, Inc., from 2014 to 2021, among others. Mr. Tobin received a Bachelor’s Degree from Harvard College and an MBA from Harvard Business School. Mr. Tobin also served as Lieutenant in the U.S. Navy. We believe that Mr. Tobin is qualified to serve on our Board because of his decades of experience as President and Chief Executive Officer or Chief Operating Officer of three large biotechnology and medical device companies.
Solicitation of Proxies
| Edward M. Basile | Director since: February 2016 |
Solicitation of Proxies
Edward M. Basile, age 78, has served as a member of our Board since February 2016. He is currently retired. During his 25-year tenure with the law firm King & Spalding LLP, Mr. Basile served as Chair of the firm’s FDA and Life Sciences Practice and on the firm’s Policy and Compensation Committees. Mr. Basile’s law practice included representing large, medium and small medical device, pharmaceutical, and biotechnology companies before the U.S. Food and Drug Administration. Mr. Basile also served in the Chief Counsel’s Office of FDA as Associate Chief Counsel for Drugs & Biologics and Associate Chief Counsel for Enforcement from 1975 to 1985. Mr. Basile received a Bachelor’s Degree in mechanical engineering from Lafayette College and a J.D. from George Washington University Law School. We believe that Mr. Basile is qualified to serve on our Board because of his decades of experience representing medical device, pharmaceutical and biotechnology companies.
Solicitation of Proxies
| TransMedics Group, Inc. 2026 Proxy Statement | 7 |
Solicitation of Proxies
| Thomas J. Gunderson | Director since: August 2016 |
Solicitation of Proxies
Thomas J. Gunderson, age 75, has served as a member of our Board since August 2016. Mr. Gunderson has served as Chair of the Board of Directors at the Minneapolis Heart Institute Foundation from 2015 to 2020 and 2024 to present, as Executive in Residence at the University of Minnesota’s Medical Industry Leadership Institute from 2016 to present, as a member of the Board of Directors of Merit Medical Systems, Inc. from 2017 to present, as a member of American Heart Association Science and Technology Accelerator Committee from 2015 to 2017 and as managing director and senior research analyst at Piper Jaffray (with a focus on medical technology companies) from 1992 to 2016. We believe that Mr. Gunderson is qualified to serve on our Board because of his more than 25 years of substantive experience in the medical device industry, his seasoned perspective on the challenges, trends and opportunities of publicly-traded medical device manufacturers, and understanding of our competitive position within its industry, as well as his strong background in financial and economic analysis and valuable insights regarding business development and acquisition opportunities.
Solicitation of Proxies
| Edwin M. Kania, Jr. | Director since: December 2003 |
Solicitation of Proxies
Edwin M. Kania, Jr., age 68, has served as a member of our Board since December 2003. Mr. Kania is the managing partner of FarField Partners, a personal venture capital investment and advisory firm. Previously, Mr. Kania was co-founder of Flagship Pioneering and served as the firm’s initial chairman between 2001 and 2014, formally retiring in late 2018. He was also managing partner of the predecessor OneLiberty Funds that were an early lead investor in our Company. During Mr. Kania’s 40+ years in the venture capital industry, he has served on the boards of numerous privately and publicly held companies. Mr. Kania received a Bachelor’s Degree in physics from Dartmouth College and an MBA from Harvard Business School. We believe that Mr. Kania is qualified to serve on our Board because of his significant experience investing in and then serving as a board member of numerous life science companies, including several that have emerged as significant revenue businesses.
Solicitation of Proxies
| Stephanie Lovell | Director since: March 2021 |
Solicitation of Proxies
Stephanie Lovell, age 66, has served as a member of our Board since March 2021. Ms. Lovell served as the Executive Vice President, Medicare and Chief Legal Officer for Blue Cross Blue Shield of Massachusetts, Inc. (“BCBSMA”) from July 2015 to December 2021. Ms. Lovell previously served as the Senior Vice President and General Counsel of BCBSMA from December 2011 to July 2015. Prior to BCBSMA, Ms. Lovell was the Senior Vice President of Administration and General Counsel for Boston Medical Center from March 2007 to December 2011. She also previously served as the First Assistant Attorney General in the Massachusetts Office of the Attorney General and as the Executive Director for the Massachusetts State Ethics Commission. Ms. Lovell currently serves as a director of Accompany Health, a private company, and Devoted Health Group, Inc., also a private company. Ms. Lovell previously served as a director of Cyclerion Therapeutics, Inc. and The Partnership Inc., each until her resignation in 2023. Ms. Lovell also served as a director of the New England Law Foundation and as a trustee of the Massachusetts Taxpayers Foundation, each until her resignation in 2021. She also is a member of the investment committee of Goodwill Industries of Massachusetts. Ms. Lovell received a Bachelor’s Degree in philosophy from Hamilton College and a J.D. from Boston University School of Law. We believe that Ms. Lovell is qualified to serve on our Board because of her experience in the healthcare payer and reimbursement markets, as well as government and regulatory affairs.
Solicitation of Proxies
| 8 | TransMedics Group, Inc. 2026 Proxy Statement |
Solicitation of Proxies
| Merilee Raines | Director since: January 2021 |
Solicitation of Proxies
Merilee Raines, age 70, has served as a member of our Board since January 2021. Ms. Raines served as Chief Financial Officer of IDEXX Laboratories, Inc. from October 2003 until her retirement in May 2013. Prior to becoming Chief Financial Officer, Ms. Raines held several management positions with IDEXX Laboratories, including Corporate Vice President of Finance, Vice President and Treasurer of Finance, Director of Finance, and Controller. IDEXX Laboratories develops, manufactures, and distributes diagnostic and information technology-based products and services primarily for companion animals, livestock, poultry, water quality and food safety, and human point of care diagnostics. Ms. Raines has served on the board of directors of Watts Water Technologies, Inc. since 2011, and serves on its audit committee and nominating and corporate governance committee. Ms. Raines has served on the board of directors of Ocular Therapeutics, Inc. since September 2021 and serves on its audit committee. Ms. Raines previously served on the board of directors of Benchmark Electronics, Inc., from 2018 until 2021. Ms. Raines has also served on the boards of directors of several private companies, including Excelitas Technologies Corporation since 2018 and previously Dead River Company from 2018 until 2021. Ms. Raines received a Bachelor’s Degree in mathematics from Bowdoin College and an MBA from the University of Chicago. We believe that Ms. Raines is qualified to serve on our Board because of her extensive financial expertise and experience as an executive and director of public companies.
Solicitation of Proxies
| David Weill, M.D. | Director since: April 2019 |
Solicitation of Proxies
David Weill, M.D., age 62, has served as a member of our Board since April 2019. Dr Weill has served since 2016 as Principal of the Weill Consulting Group, a biomedical consulting group focusing on organ transplantation and lung disease. Dr. Weill has been involved in the transplant and advanced lung disease fields for over 20 years, directing clinical programs and providing care to those afflicted with significant lung diseases. Dr. Weill served as Director of the Lung and Heart-Lung Transplant Program at Stanford University Medical Center from 2005 until 2016 and is the former Director of the Stanford Center for Advanced Lung Diseases. Dr. Weill received a Bachelor of Arts Degree from Tulane University and a M.D. degree from Tulane University Medical School. He completed his Internship and Residency in Internal Medicine at Parkland Hospital, University of Texas Southwestern and his Fellowship in Pulmonary and Critical Care Medicine and Lung Transplantation at the University of Colorado at Denver and Health Sciences Center. We believe that Dr. Weill is qualified to serve on our Board because of his experience at a major medical research institute and his expertise in organ transplantation and pulmonary disease.
Committees and Attendance
| • | reviewing and making recommendations to the Board with respect to director compensation; |
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 2025. 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, 2025 is described in the “Summary Compensation Table” and the accompanying narrative description.
Non-Employee Director Compensation
| Name | Fees earned or paid in cash ($) | Stock awards ($) | All Other Compensation ($) | Total ($) | | James R. Tobin | 136,000 | 263,208 | — | 399,208 | | Edward M. Basile | 80,000 | 263,208 | 1,843 | 345,050 | | Thomas J. Gunderson | 85,000 | 263,208 | 6,564 | 354,772 | | Edwin M. Kania, Jr. | 65,000 | 263,208 | — | 328,208 | | Stephanie Lovell | 71,000 | 263,208 | — | 334,208 | | Merilee Raines | 90,000 | 263,208 | 960 | 354,168 | | David Weill, M.D. | 71,000 | 263,208 | — | 334,208 |
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, 2025. |
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, 2025, 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 9 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not represent the actual amounts paid to or realized by the director for these awards. |
Non-Employee Director Compensation
| (3) The amounts reported in this column represent travel expense reimbursements issued to certain of our non-employee directors. |
Non-Employee Director Compensation
| TransMedics Group, Inc. 2026 Proxy Statement | 17 |
Non-Employee Director Compensation
As of December 31, 2025, our non-employee directors held options to purchase the number of shares of common stock set forth in the table below.
Non-Employee Director Compensation
| Name | Number of Unvested RSUs | Shares Subject to Outstanding Options | | James R. Tobin | 2,134 | 46,004 | | Edward M. Basile | 2,134 | 32,504 | | Thomas J. Gunderson | 2,134 | 65,289 | | Edwin M. Kania, Jr. | 2,134 | 30,070 | | Stephanie Lovell | 2,134 | 26,263 | | Merilee Raines | 2,134 | 36,820 | | David Weill, M.D. | 2,134 | 35,070 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy In 2025, following a review of our non-employee director compensation policy with Pearl Meyer, our Compensation Committee recommended and the Board approved an increase in the annual cash retainer for the members of the Board from $50,000 to $55,000, an increase in the annual cash retainer for the Board Chairperson from $95,000 to $130,000, an increase in the annual cash retainer for the Audit Committee Chairperson from $20,000 to $25,000, an increase in the annual cash retainer for the Compensation Committee Chairperson from $15,000 to $20,000, an increase in the annual cash retainer for the Nominating and Corporate Governance Committee Chairperson from $10,500 to $15,000, an increase in the annual cash retainer for Compensation Committee members from $7,500 to $10,000, and an increase in the annual cash retainer for Nominating and Corporate Governance Committee members from $5,000 to $6,000, in each case, effective as of February 2025. In addition, the Board approved removing option grants from the annual and initial appointment equity awards for non-employee directors, an increase in the aggregate grant date fair value of the RSU annual equity awards for non-employee directors to approximately $225,000, and an increase in the aggregate grant date fair value of the RSU initial appointment equity awards for non-employee directors to approximately $300,000, in each case, effective as of February 2025. No other changes were made to non-employee director compensation during 2025. Following these updates, the following structure was used to compensate our non-employee directors in 2025:
Non-Employee Director Compensation Policy
| | Board or Committee Chairperson | Board or Committee Member | | Annual cash retainer | $130,000 | $55,000 | | Additional annual cash retainer for Audit Committee | $25,000 | $10,000 | | Additional annual cash retainer for Compensation Committee | $20,000 | $10,000 | | Additional annual cash retainer for Nominating and Corporate Governance Committee | $15,000 | $6,000 | | Annual equity award | RSUs, with an aggregate grant date fair value of approximately $225,000 | | | Initial appointment equity award | RSUs, with an aggregate grant date fair value of approximately $300,000 | |
Non-Employee Director Compensation Policy
In 2026, following an additional review of our non-employee director compensation policy with Pearl Meyer, our Compensation Committee recommended, and the Board approved an increase in the aggregate grant date fair value of the RSU annual equity awards for non-employee directors from $225,000 to approximately $250,000, effective as of February 2026.
Non-Employee Director Compensation Policy
| 18 | TransMedics Group, Inc. 2026 Proxy Statement |
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 the Board or the relevant committee thereof. The committee chair cash retainers are provided in lieu of committee member cash retainers. The number of shares subject to each RSU award is determined by dividing the target award value by the average closing price of a share of our common stock over a 30-day period preceding the grant date. Annual grants of RSUs vest in full on the earlier of the first anniversary of the grant date or the date of the following annual meeting of stockholders of the Company, and initial appointment RSUs vest as to one-third (1/3) on the first anniversary of the grant date with the remaining portion vesting monthly over the following 24 months. Each such grant of RSUs vests in full upon the director’s death or disability or a change in control and, in each case, vesting is generally subject to the non-employee director’s continued service through the applicable vesting date. Each non-employee director was granted 2,134 RSUs on May 22, 2025. In addition, non-employee directors are reimbursed by the Company for reasonable travel and other expenses incurred in connection with the director’s attendance at Board and committee meetings, in accordance with the Company’s policies as in effect from time to time.
Non-Employee Director Compensation Policy
| TransMedics Group, Inc. 2026 Proxy Statement | 19 |
Non-Employee Director Compensation Policy
Proposal 2 Advisory Vote on Executive Compensation We are seeking your vote, on a non-binding advisory basis, to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure contained in this Proxy Statement, which is commonly referred to as a “say on pay” vote. Because your “say on pay” vote is advisory, it will not be binding on the Compensation Committee or the Board. However, the Compensation Committee and the Board will review the “say on pay” voting results and take them into consideration when making future decisions regarding executive compensation. The philosophy and principal objectives of our executive compensation programs are to attract, fairly compensate, appropriately incentivize, and retain superior executive talent in a manner that aligns their long-term interests with those of our shareholders. Our executive compensation program is designed to be:
Non-Employee Director Compensation Policy
| • | Competitively Positioned: Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to ensure that we attract and retain the best people to lead our success. Our Compensation Committee generally targets the median of the market for target compensation opportunities but can set compensation for executives above or below that level based on factors such as individual and Company performance, an executive’s role and responsibilities relative to executives in similar positions in the market, and an executive’s actual and potential impact on the successful execution of our strategy, among others. |
Non-Employee Director Compensation Policy
| • | Performance-Driven and Shareholder-Aligned: A meaningful portion of total compensation should be variable and linked to the achievement of specific short- and long-term performance objectives and designed to drive shareholder value creation. |
Non-Employee Director Compensation Policy
| • | Responsibly Governed: Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making. |
Non-Employee Director Compensation Policy
Consistent with this philosophy, a significant portion of the total compensation opportunity for each of our executives is based on our performance. Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our executive compensation program, policies and procedures support our compensation philosophy and align with shareholder expectations.
2025 Executive Compensation Highlights
2025 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
2025 Executive Compensation Highlights
| • | Annual cash bonuses: Based on our 2025 revenue of $605.5 million and achievement or partial achievement of nine out of ten non-financial strategic objectives, each of our named executive officers was eligible for an annual bonus equal to 200% of such named executive officer’s target bonus. However, after considering our revenue and failure to achieve certain strategic objectives in full, the Chief Executive Officer recommended, and the Compensation Committee determined, that each named executive officer (other than Mr. Ranganath) would receive a bonus of 175% of target for 2025. Mr. Ranganath’s annual bonus was capped at 100% of target pursuant to his transition agreement. For more information, please see section “2025 EXECUTIVE COMPENSATION PROGRAM IN DETAIL — Annual Bonuses” below. |
2025 Executive Compensation Highlights
| • | Long-term equity compensation: We continued to grant 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 working with Pearl Meyer to analyze our equity granting practices, including the potential introduction of performance-based equity, and have decided to maintain our current approach at this time. We will continue to assess our equity mix in relation to our leadership and talent retention priorities, competitive market practices, and the strategic needs of our business, and may evolve our program to include performance-based equity in future years, as appropriate. For more information, please see section “2025 EXECUTIVE COMPENSATION PROGRAM IN DETAIL — Equity Incentive Awards” below. |
2025 Executive Compensation Highlights
| • | Using a compensation peer group that appropriately reflects our size and growth trajectory and regularly reviewing and updating such peer group; |
2025 Executive Compensation Highlights
| • | Having an annual cash bonus program driven by a formulaic measurement of revenue, with a payout cap of 200% of target annual bonus awards, and a threshold performance level; |
2025 Executive Compensation Highlights
| • | Granting long-term incentive awards using a mix of equity that includes full value awards (RSUs) and stock options; and |
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 provides services to us on such matters as needed and as directed by the Compensation Committee. These services include providing guidance on trends in Chief Executive Officer, executive, and non-employee director compensation; assisting in the development of the specific components of our executive compensation program; and conducting 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.
Use of Peer Group and Market Data
Use of Peer Group and Market Data 2025 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 2025, our Compensation Committee, working in consultation with Pearl Meyer, selected companies that generally operate 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 value between approximately 0.33x and 3.0x our market value) and revenue (targeting companies with revenue between approximately 0.33x and 3.0x our current/projected revenue). Based on the analysis provided by Pearl Meyer, the Compensation Committee approved the following changes for our 2025 peer group, compared to the 2024 peer group, to better align the peer group with the Company’s valuation and growth trajectory and to account for M&A activity:
Use of Peer Group and Market Data
| Additions | | Removals | | | | Apellis Pharmaceuticals, Inc. | | Establishment Labs Holdings Inc. | | | Azenta, Inc. | | Nervo Corp. | | | Bio-Techne Corporation | | OrthoPediatrics Corp. | | | Blueprint Medicines Coroporation | | Outset Medical, Inc. | | | Haemonetics Corporation | | Pacific Biosciences of California, Inc. | | | Insmed Incorporated | | Silk Road Medical, Inc. | | | Inspire Medical Systems, Inc. | | Treace Medical Concepts, Inc. | | | Insulet Corporation | | | | | Repligen Corporation | | | | | Tandem Diabetes Care, Inc. | | |
Use of Peer Group and Market Data
| 28 | TransMedics Group, Inc. 2026 Proxy Statement |
Use of Peer Group and Market Data
With these changes, the compensation peer group companies selected by our Compensation Committee for 2025 executive compensation purposes are listed below.
Use of Peer Group and Market Data
| 2025 Peer Group | | | | | Apellis Pharmaceuticals, Inc. | Blueprint Medicines Corporation | Inspire Medical Systems, Inc. | Repligen Corporation | | AtriCure, Inc. | Glaukos Corporation | Insulet Corporation | Shockwave Medical, Inc. | | Axonics, Inc. | Haemonetics Corporation | iRhythm Technologies, Inc. | STAAR Surgical Company | | Azenta, Inc. | Inari Medical, Inc. | NovoCure Limited | Tandem Diabetes Care, Inc. | | Bio-Techne Corporation | Insmed Incorporated | PROCEPT BioRobotics Corporation | |
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.
Annual Bonuses
| TransMedics Group, Inc. 2026 Proxy Statement | 29 |
Annual Bonuses
For 2025, our Compensation Committee reviewed the target annual bonus opportunities for our named executive officers and, considering the factors described above and relevant market data, increased the target annual bonuses for Messrs. Corcoran and Ranganath to be more competitive within our compensation peer group. The 2025 target annual bonus opportunities for our named executive officers were as follows:
Annual Bonuses
| Named Executive Officer | 2025 Target Annual Bonus Opportunity (As a Percentage of Base Salary) | | Waleed H. Hassanein, M.D. | 100% | | Gerardo Hernandez | 60% | | Tamer Khayal, M.D. | 60% | | Nicholas Corcoran | 50% | | Anil Ranganath | 50% |
2025 Performance Goals
2025 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 strategic goals that reflect our growth strategy and purpose. In 2025, 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:
2025 Performance Goals
| • | Threshold: In order for any bonus to be earned, we must achieve 2025 revenue of at least $464M (85% of our 2025 revenue target) and three out of five of our most important strategic goals for 2025 (i.e., our other “Impact Factor One” goals). Bonuses will be earned at 50% of target if such threshold is met. |
2025 Performance Goals
| • | Target: Bonuses will be earned at 100% of target if our 2025 target revenue goal of $545M is achieved. |
2025 Performance Goals
| • | Maximum Bonus: Bonuses will be earned at 200% of target if our 2025 revenue is achieved at or above $600M, which is 136% growth over our actual revenue from 2024. |
2025 Performance Goals
| 30 | TransMedics Group, Inc. 2026 Proxy Statement |
2025 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 also considers a second set of non-financial strategic goals (i.e., our “Impact Factor Two” goals) to measure the functional and individual performance of our named executive officers and determine whether any downward or upward adjustment to the bonuses earned by each of our named executive officers is appropriate. Regardless of how we performed on the Impact Factor One and Impact Factor Two goals, no bonuses would be payable for 2025 if our revenue was less than $464M. 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 2025, as well as the actual achievement results, are outlined below:
2025 Performance Goals
| 2025 Performance Metrics and Goals | | Results | | Revenue | Revenue target of $545M | $605.5M | | Impact Factor One | Initiation of a US Lung clinical program & enrolling approximately 150 OCS cases by December 31, 2025 | Not Met | | | Initiation of a US Heart clinical program and enrolling approximately 150 heart cases by December 31, 2025 | Partially Met | | | Initiation of OCS Liver NOP programs in six new US liver centers by December 31, 2025 | Met | | | Maintain positive EBITDA for all four quarters of 2025 | Met | | | Launch of NOP Connect to manage all NOP services by June 30, 2025 | Met | | Impact Factor Two | Establish OCS NOP program in two countries outside the United States by December 31, 2025 | Partially Met | | | Complete MES & Workday headcount planning modules by September 30, 2025 and develop business digital transformation roadmap by December 31, 2025 | Met | | | Complete the architectural design of the fully automated and remote-controlled OCS NextGen Tech platform and initiate key third-party developers by December 31, 2025 | Met | | | Complete the architectural design of OCS Kidney by December 31, 2025 | Met |
2025 Performance Goals
| TransMedics Group, Inc. 2026 Proxy Statement | 31 |
2025 Performance Goals
Our 2025 revenue of $605.5 million represents a 37% increase over 2024 revenue and exceeded the established maximum revenue performance goal of $600M. Additionally, we achieved three out of five Impact Factor One goals, and we achieved three out of four of the Impact Factor Two goals. The Compensation Committee determined that the Company partially achieved its Impact Factor One goal with respect to initiating a United States Heart clinical program and enrolling approximately 150 heart cases by December 31, 2025 and its Impact Factor Two goal of establishing an OCS NOP program in two countries outside the United States by December 31, 2025. The partial achievement of such goals was attributable to unusual and unexpected delays by FDA review of the pre-clinical testing, which delayed the approval of the IDE to initiate the clinical trials. As a result, each of our named executive officers was eligible for an annual bonus equal to up to 200% of such named executive officer’s target bonus. However, after considering our revenue and failure to meet certain Impact Factor One and Impact Factor Two goals in full, the Chief Executive Officer recommended, and the Compensation Committee determined, that each named executive officer, other than Mr. Ranganath, would receive a bonus of 175% of target for 2025. Pursuant to the terms of a Transition Agreement, dated February 3, 2026, between the Company and Mr. Ranganath (the “Ranganath Transition Agreement”), Mr. Ranganath was eligible to and did receive an annual bonus for 2025 equal to 100% of his target annual bonus. The resulting bonus payouts for our named executive officers for 2025 are set forth below:
2025 Performance Goals
| Named Executive Officer | 2025 Annual Base Salary | 2025 Target Annual Bonus Opportunity (as a % of Salary) | 2025 Target Annual Bonus Opportunity | 2025 Actual Annual Bonus Payout (as a % of Target) | Actual Annual Bonus Payout | | Waleed H. Hassanein, M.D. | $800,000 | 100% | $800,000 | 175% | $1,400,000 | | Gerardo Hernandez | $500,000 | 60% | $300,000 | 175% | $525,000 | | Tamer Khayal, M.D. | $500,760 | 60% | $300,456 | 175% | $525,798 | | Nicholas Corcoran | $456,750 | 50% | $228,375 | 175% | $399,656 | | Anil Ranganath | $416,000 | 50% | $208,000 | 100% | $208,000 |
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 2025, our Compensation Committee granted equity incentive awards using a mix of 50% stock options and 50% RSUs, calculated based on target grant date fair value using the average closing price over the 30-day period preceding the grant date.
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; stock options issued to new hires 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 the interests of award recipients with those of shareholders since the value of RSUs is based on the value of our stock price. • RSUs generally vest on an annual basis over three years (four years for RSUs issued to new hires), generally subject to the named executive officer’s continued employment with us. |
Equity Incentive Awards
| 32 | TransMedics Group, Inc. 2026 Proxy Statement |
Equity Incentive Awards
Our Compensation Committee determined the target value of each named executive officer’s 2025 annual equity awards based on competitive market data, as described above, our strong performance in 2024, and each named executive officer’s past individual performance and expected future contributions. Based on the size of Mr. Hernandez’s new hire equity award and his December 2024 start date, consistent with our internal compensation practices for new leaders, Mr. Hernandez was not eligible for annual equity awards in 2025, but the Compensation Committee decided to award Mr. Hernandez an annual equity award at the same time annual long-term incentives were awarded to our other named executive officers to improve his competitive positioning relative to market and to align a portion of his long-term incentive compensation, including the exercise price of certain stock options, with that of our other named executive officers and other equity eligible employees. The total target award grant date fair values for each named executive officer for 2025, as approved by the Compensation Committee and calculated using the average closing price over the 30-day period preceding the grant date, are shown in the table below:
Equity Incentive Awards
| Named Executive Officer | Stock Options Target Grant Date Value | RSUs Target Grant Date Value | Total Target Grant Date Value | | Waleed H. Hassanein, M.D. | $4,250,000 | $4,250,000 | $8,500,000 | | Gerardo Hernandez | $250,000 | $250,000 | $500,000 | | Tamer Khayal, M.D. | $1,250,000 | $1,250,000 | $2,500,000 | | Nicholas Corcoran | $900,000 | $900,000 | $1,800,000 | | Anil Ranganath | $400,000 | $400,000 | $800,000 |
Equity Incentive Awards
The number of shares subject to each award was determined by dividing the target award values by the average closing price of our common stock over a 30-day period preceding the grant date (and, for options, a Black-Scholes ratio). Values shown in the table above may differ from the values shown in the Summary Compensation Table and the Grants of Plan-Based Awards Table.
Change in Control and Severance Benefits
Change in Control and Severance Benefits We have entered into offer letters with Mr. Hernandez, Dr. Khayal, and Mr. Corcoran that set forth the initial terms and conditions of employment, and we have entered into retention agreements with Dr. Hassanein, Mr. Hernandez, and Dr. Khayal 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. Prior to his transition from Senior Vice President, General Counsel & Corporate Secretary of the Company to a non-executive employee of the Company, we had also been party to an offer letter and a retention agreement with Mr. Ranganath and, in connection with his transition we entered into a transition agreement with Mr. Ranganath that provides for his entitlement to certain severance payments and benefits. The severance payments and benefits for all of our named executive officers 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.
Practices Related to the Grant of Certain Equity Awards
Practices Related to the Grant of Certain Equity Awards The Company generally maintains a structured equity grant timing process designed to ensure compliance with applicable securities laws, corporate governance best practices, and the avoidance of material nonpublic information (“MNPI”) in granting equity awards. The Compensation Committee generally grants annual equity-based awards to our executive officers in February of each year, in connection with our annual compensation review and approval process, although the exact timing may change from year to year. Our Compensation Committee may also grant equity awards, including RSUs and stock options, at different times of the year for new hires and in connection with promotions, or grants made for retention or other purposes. Stock option exercise prices are set at the closing price of the Company’s common stock on the grant date, in accordance with the Company’s equity plan and applicable securities regulations. This process is designed to prevent any appearance of opportunistic grant timing and to ensure that equity awards are made in a manner that reflects long-term stockholder value creation. Our Compensation Committee does not grant equity awards in anticipation of the release of MNPI and we have not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation.
Practices Related to the Grant of Certain Equity Awards
| TransMedics Group, Inc. 2026 Proxy Statement | 35 |
Practices Related to the Grant of Certain Equity Awards
During 2025, the Company granted the following stock options to named executive officers during a period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form) that disclosed any MNPI:
Practices Related to the Grant of Certain Equity Awards
| Name | Grant date | Number of securities underlying the award | Exercise price of the award ($/Sh) | Grant date fair value of the award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Waleed H. Hassanein, M.D. | 2/25/2025 | 90,185 | $73.00 | $4,360,147 | 3.47% | | Gerardo Hernandez | 2/24/2025 | 5,299 | $77.12 | $271,120 | 3.47% | | Tamer Khayal, M.D. | 2/24/2025 | 26,499 | $77.12 | $1,355,805 | 3.47% | | Nicholas Corcoran | 2/24/2025 | 19,079 | $77.12 | $976,166 | 3.47% | | Anil Ranganath | 2/24/2025 | 8,479 | $77.12 | $433,823 | 3.47% |
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers during our fiscal years ended December 31, 2025, and, if applicable, December 31, 2024 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Waleed H. Hassanein, M.D. President and Chief Executive Officer | 2025 | 776,923 | — | 4,364,013 | 4,360,147 | 1,400,000 | 14,450 | 10,915,533 | | | 2024 | 688,462 | — | 3,055,811 | 3,040,613 | 1,400,000 | 14,250 | 8,199,136 | | | 2023 | 633,846 | — | 2,467,645 | 2,472,929 | 1,170,000 | 13,650 | 6,758,070 | | Gerardo Hernandez Chief Financial Officer | 2025 | 488,462 | — | 271,540 | 271,120 | 525,000 | 14,450 | 1,570,572 | | | 2024 | 17,308 | — | 870,416 | 869,748 | — | — | 1,757,472 | | Tamer Khayal, M.D. Former Chief Commercial Officer | 2025 | 496,316 | — | 1,357,775 | 1,355,805 | 525,798 | 14,450 | 3,750,144 | | | 2024 | 474,231 | — | 1,008,239 | 1,003,249 | 577,800 | 14,250 | 3,077,769 | | | 2023 | 445,962 | — | 864,258 | 866,142 | 450,000 | 4,146 | 2,630,508 | | Nicholas Corcoran Senior Vice President of Supply Chain and Operations | 2025 | 451,731 | — | 977,573 | 976,166 | 399,656 | 14,450 | 2,819,576 | | | 2024 | 421,154 | — | 951,205 | 946,458 | 391,500 | 14,250 | 2,724,567 | | | 2023 | 338,942 | 100,000 | 851,765 | 853,596 | 300,000 | 73,129 | 2,517,432 | | Anil Ranganath Former Senior Vice President, General Counsel and Corporate Secretary | 2025 | 412,308 | — | 434,494 | 433,823 | 208,000 | 14,450 | 1,503,075 | | | 2024 | 400,000 | — | — | — | 180,000 | 14,250 | 594,250 | | | 2023 | 215,385 | — | 892,987 | 893,789 | 180,000 | 5,181 | 2,187,342 |
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. |
Summary Compensation Table
| (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs granted during the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, 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. 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 9 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Summary Compensation Table
| TransMedics Group, Inc. 2026 Proxy Statement | 37 |
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, 2025, December 31, 2024, and December 31, 2023, 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 9 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Note 10 to our financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Summary Compensation Table
| (4) The amounts reported in this column represent annual bonuses paid for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as applicable. See “Compensation Discussion and Analysis — Annual Cash Incentive Bonuses” above for additional details. The amount reported in this column for 2025 for Mr. Ranganath represents the 2025 annual bonus he received, which was capped pursuant to the terms of the Ranganath Transition Agreement. For more information, see “Potential Payments Upon Termination or Change in Control – Ranganath Transition.” |
Summary Compensation Table
| (5) The amounts reported in this column for the fiscal year ended December 31, 2025 represent the following items: |
Summary Compensation Table
| Name and Principal Position | Company 401(k) Matching Contributions ($) | Group Term Life Insurance Premium Paid by Company ($) | Total ($) | | Waleed H. Hassanein, M.D. | 14,000 | 450 | 14,450 | | Gerardo Hernandez | 14,000 | 450 | 14,450 | | Tamer Khayal, M.D. | 14,000 | 450 | 14,450 | | Nicholas Corcoran | 14,000 | 450 | 14,450 | | Anil Ranganath | 14,000 | 450 | 14,450 |
Summary Compensation Table
| (6) Mr. Hernandez commenced employment with us on December 2, 2024. |
Summary Compensation Table
| (7) Dr. Khayal ceased to serve as our Chief Commercial Officer as of February 2, 2026, on which date Dr. Khayal transitioned to the role of Senior Vice President, International. |
Summary Compensation Table
| (8) Mr. Corcoran commenced employment with us on January 23, 2023. The amount reported in the Bonus column for 2023 represents a signing bonus paid to Mr. Corcoran in connection with his commencing employment with us. |
Summary Compensation Table
| (9) Mr. Ranganath commenced employment with us on June 5, 2023. Mr. Ranganath ceased to serve as our Senior Vice President, General Counsel and Corporate Secretary as of March 9, 2026, on which date Mr. Ranganath transitioned to a non-executive employee role with us. Mr. Ranganath is expected to serve in his non-executive employee role until June 7, 2026. From June 7, 2026 through September 7, 2026, Mr. Ranganath is expected to serve as a non-employee consultant to the Company. |
Summary Compensation Table
| 38 | TransMedics Group, Inc. 2026 Proxy Statement |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth information regarding plan-based awards made to each of our named executive officers during 2025.
Grants of Plan-Based Awards Table
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number Of Shares of Stock or Units (#) | All Other Option Awards: Number Of Securities Underlying Options (#) | Exercise or Base Price Of Option Awards ($/Sh) | Grant Date Fair Value Of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Waleed H. Hassanein, M.D. | — | 400,000 | 800,000 | 1,600,000 | — | — | — | — | | | 2/25/2025 | — | — | — | — | 90,185 | 73.00 | 4,360,147 | | | 2/25/2025 | — | — | — | 59,781 | — | — | 4,364,013 | | Gerardo Hernandez | — | 150,000 | 300,000 | 600,000 | — | — | — | — | | | 2/24/2025 | — | — | — | — | 5,299 | 77.12 | 271,120 | | | 2/24/2025 | — | — | — | 3,521 | — | — | 271,540 | | Tamer Khayal, M.D. | — | 150,228 | 300,456 | 600,912 | — | — | — | — | | | 2/24/2025 | — | — | — | — | 26,499 | 77.12 | 1,355,805 | | | 2/24/2025 | — | — | — | 17,606 | — | — | 1,357,775 | | Nicholas Corcoran | — | 114,188 | 228,375 | 456,750 | — | — | — | — | | | 2/24/2025 | — | — | — | — | 19,079 | 77.12 | 976,166 | | | 2/24/2025 | — | — | — | 12,676 | — | — | 977,573 | | Anil Ranganath | — | 104,000 | 208,000 | 416,000 | — | — | — | — | | | 2/24/2025 | — | — | — | — | 8,479 | 77.12 | 433,823 | | | 2/24/2025 | — | — | — | 5,634 | — | — | 434,494 |
Grants of Plan-Based Awards Table
| (1) Amounts represent the threshold, target, and maximum annual cash bonus opportunities of our named executive officers under our annual bonus program. See “Compensation Discussion and Analysis — Annual Bonuses” above for additional details. The actual amounts paid to our named executive officers under our annual bonus program for 2025 are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. |
Grants of Plan-Based Awards Table
| (2) Amounts represent the number of RSUs granted to our named executive officers in 2025. See “Compensation Discussion and Analysis — Equity Incentive Awards” above for additional details. |
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 2025. See “Compensation Discussion and Analysis — Equity Incentive Awards” above for additional details. |
Grants of Plan-Based Awards Table
| (4) Amounts represent the exercise price for the stock options granted to our named executive officers in 2025. |
Grants of Plan-Based Awards Table
| (5) Amounts represent the grant date fair value of RSUs or stock options, as applicable, granted in 2025, 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 2025. For a more detailed description of the assumptions used for purposes of determining grant date fair value see Note 9 to the consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. 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. |
Grants of Plan-Based Awards Table
| TransMedics Group, Inc. 2026 Proxy Statement | 39 |
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | | Waleed H. Hassanein, M.D. | 265,714 | — | 16.00 | 4/30/2029 | — | — | | | 153,000 | — | 16.14 | 2/27/2030 | — | — | | | 310,000 | — | 38.46 | 2/24/2031 | — | — | | | 85,833 | 10,417(2) | 13.28 | 2/22/2032 | — | — | | | 40,491 | 16,674(2) | 66.10 | 2/20/2033 | — | — | | | — | — | — | — | 12,444(3) | 1,513,813 | | | 25,961 | 30,684(2) | 83.14 | 2/23/2034 | — | — | | | — | — | — | — | 24,503(4) | 2,980,790 | | | 18,788 | 71,397(2) | 73.00 | 2/25/2035 | — | — | | | — | — | — | — | 59,781(5) | 7,272,359 | | Gerardo Hernandez | 4,730 | 14,192(6) | 69.84 | 12/9/2034 | — | — | | | — | — | — | — | 9,347(7) | 1,137,063 | | | 1,103 | 4,196(2) | 77.12 | 2/24/2035 | — | — | | | — | — | — | — | 3,521(8) | 428,330 | | Tamer Khayal, M.D. | 5,834 | — | 38.46 | 2/24/2031 | — | — | | | 13,000 | 2,167(2) | 13.28 | 2/22/2032 | — | — | | | 6,257 | 5,841(2) | 66.10 | 2/20/2033 | — | — | | | — | — | — | — | 4,358(3) | 530,151 | | | 8,565 | 10,125(2) | 83.14 | 2/23/2034 | — | — | | | — | — | — | — | 8,084(4) | 983,419 | | | 5,520 | 20,979(2) | 77.12 | 2/24/2035 | — | — | | | — | — | — | — | 17,606(8) | 2,141,770 | | Nicholas Corcoran | 6,577 | 5,345(9) | 66.10 | 2/20/2033 | — | — | | | — | — | — | — | 6,442(10) | 783,669 | | | 5,891 | 9,551(2) | 83.14 | 2/23/2034 | — | — | | | — | — | — | — | 7,627(4) | 927,825 | | | 3,974 | 15,105(2) | 77.12 | 2/24/2035 | — | — | | | — | — | — | — | 12,676(8) | 1,542,035 | | Anil Ranganath | 1,903 | 5,517(11) | 93.88 | 8/1/2033 | — | — | | | — | — | — | — | 4,756(12) | 578,567 | | | 1,765 | 6,714(2) | 77.12 | 2/24/2035 | — | — | | | — | — | — | — | 5,634(8) | 685,376 |
Outstanding Equity Awards at 2025 Year-End
| 40 | TransMedics Group, Inc. 2026 Proxy Statement |
Outstanding Equity Awards at 2025 Year-End
| (1) Values for RSUs have been determined using the closing price of a share of our common stock as of December 31, 2025, the last trading day of 2025 ($121.65). |
Outstanding Equity Awards at 2025 Year-End
| (2) Options vest as to the underlying shares 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. |
Outstanding Equity Awards at 2025 Year-End
| (3) RSUs vest as to one-third (1/3) of the RSUs on each of the first three anniversaries of February 20, 2023, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (4) RSUs vest as to one-third (1/3) of the RSUs on each of the first three anniversaries of February 23, 2024, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (5) RSUs vest as to one-third (1/3) of the RSUs on each of the first three anniversaries of February 25, 2025, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (6) Option vested as to 25% of the underlying shares on December 2, 2025, and vests as to the remainder of the underlying shares on a monthly basis over three years thereafter, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (7) RSUs vest as to 25% of the RSUs on each of the first four anniversaries of December 2, 2024, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (8) RSUs vest as to one-third (1/3) of the RSUs on each of the first three anniversaries of February 24, 2025, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (9) Option vested as to 25% of the underlying shares on January 23, 2024, and vests as to the remainder of the underlying shares on a monthly basis over three years thereafter, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (10) RSUs vest as to 25% of the RSUs on each of the first four anniversaries of January 23, 2023, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (11) Option vested as to 25% of the underlying shares on June 5, 2024, and vests as to the remainder of the underlying shares on a monthly basis over three years thereafter, generally subject to continued service through each such vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (12) RSUs vest as to 25% of the RSUs on each of the first four anniversaries of June 5, 2023, generally subject to continued service through each such vesting date. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information for each of our named executive officers regarding stock options exercised and stock awards vested during 2025.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Waleed H. Hassanein, M.D. | — | — | 24,696 | 1,820,431 | | Gerardo Hernandez | — | — | 3,116 | 441,755 | | Tamer Khayal, M.D. | 1,083 | 70,817 | 8,401 | 619,705 | | Nicholas Corcoran | — | — | 7,036 | 475,953 | | Anil Ranganath | 3,000 | 156,360 | 2,378 | 322,433 |
Option Exercises and Stock Vested
| (1) The amounts reported in this column are 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 and represent the difference between such closing price and the exercise price of the stock option, multiplied by the number of shares acquired upon exercise. |
Option Exercises and Stock Vested
| (2) The amounts reported in this column are 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 awards vested, multiplied by the number of shares acquired upon vesting. |
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 2025 or in any prior year.
Pension Benefits and Nonqualified Deferred Compensation
| TransMedics Group, Inc. 2026 Proxy Statement | 41 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We have entered into offer letters with Mr. Hernandez, Dr. Khayal, and Mr. Corcoran that set forth the initial terms and conditions of the executive’s employment with us. We have also entered into a retention agreement with each of Dr. Hassanein and Dr. Khayal 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. Prior to his transition from Senior Vice President, General Counsel & Corporate Secretary of the Company to a non-executive employee of the Company, we had been party to an offer letter and a retention agreement with Mr. Ranganath. In connection with his transition, we entered into the Ranganath Transition Agreement with Mr. Ranganath. 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 (and other than 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. Mr. Hernandez. Pursuant to his retention agreement, Mr. Hernandez is entitled to severance payments and benefits in the event we terminate his employment other than for cause (and other than due to his death or disability) or if Mr. Hernandez 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. Hernandez 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 (reduced by any noncompetition payments payable to Mr. Hernandez during the same period), payable in 12 monthly installments; (ii) Company-provided group health insurance benefits for up to 12 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. Hernandez’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, noncompetition 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. Hernandez will be entitled to receive (A) an amount equal to the sum of (x) one and one-half (1.5) times his highest annual base salary during the preceding three years, (y) his highest annual bonus during the preceding three years, and (z) his target annual bonus for the year in which his employment terminates, payable in a lump sum; (B) Company-provided group health insurance benefits for up to 18 months; (C) accelerated vesting of all of his then-outstanding and unvested stock options, restricted stock units, and other equity-based awards (with any performance-based equity awards vesting at target levels); 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. Hernandez’s annual bonus for the preceding year.
Potential Payments Upon Termination or Change in Control
| 42 | TransMedics Group, Inc. 2026 Proxy Statement |
Potential Payments Upon Termination or Change in Control
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 (and other than 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. 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 (and other than due to his death or disability) 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), 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 and 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 (with any performance-based equity awards vesting at target levels); and (E) accrued but unpaid salary and pay for accrued but unused vacation. Mr. Ranganath. In connection with Mr. Ranganath’s transition, we entered into the Ranganath Transition Agreement, which provides for the following severance payments and benefits in connection with his termination of employment expected to occur on June 7, 2026: (i) an amount equal to three-fourths (.75) times the sum of his highest annual base salary during the preceding three years ($416,000) and his highest annual bonus during the preceding three years ($208,000), payable in nine monthly installments; (ii) Company-provided group health insurance benefits for up to nine months; and (iii) a prorated annual bonus for 2026, based on Mr. Ranganath’s annual bonus for 2025, subject, in each case, to his execution of a release of claims and compliance with any nondisclosure, noncompetition or similar agreement with us. If Mr. Ranganath’s employment is terminated for any reason other than a termination of employment without cause prior to June 7, 2026, he would be entitled to receive the severance payments and benefits set forth in his prior retention agreement for the applicable type of termination. In the event his employment is terminated without cause prior to such date, he would be entitled to receive the severance payments and benefits set forth in the Ranganath Transition Agreement described above. Pursuant to his retention agreement, Mr. Ranganath was entitled to severance payments and benefits in the event we terminated his employment other than for cause (and other than due to his death or disability) or if Mr. Ranganath resigned for good reason. If his employment terminated in such circumstances after the 12-month anniversary of the date he commenced employment and prior to a change in control, Mr. Ranganath would have been 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 (reduced by any noncompetition payments payable to Mr. Ranganath during the same period), payable in nine monthly installments; (ii) Company-provided
Potential Payments Upon Termination or Change in Control
| TransMedics Group, Inc. 2026 Proxy Statement | 43 |
Potential Payments Upon Termination or Change in Control
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 terminated, 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, noncompetition or similar agreement with us. In addition, pursuant to his retention agreement, if his employment terminated 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 would have been 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 (with any performance-based equity awards vesting at target levels); and (D) any accrued but unpaid compensation and benefits, including a prorated annual bonus for the year in which his employment terminated, 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 noncompetition 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. 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).
Potential Payments Upon Termination or Change in Control
| 44 | TransMedics Group, Inc. 2026 Proxy Statement |
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 2025 median of the annual total compensation of all of our employees who were employed as of December 31, 2025, other than our CEO, Dr. Hassanein, was $127,304. Dr. Hassanein’s 2025 annual total compensation was $10,915,533 (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 86 to 1. As of December 31, 2025, our total population, excluding Dr. Hassanein, consisted of 897 employees located in the United States, France, Germany, Ireland, Italy and the Netherlands. Pursuant to SEC rules, we excluded all of our non-U.S. employees (1 employee located in France, 6 employees located in Germany, 1 employee located in Ireland, 21 employees located in Italy, and 1 employee located in the Netherlands) for purposes of identifying our median employee. After applying this exemption, the employee population, excluding Dr. Hassanein, used for purposes of identifying the median employee consisted of 867 employees. To identify the median employee, we used Box 5 W-2 data for all such 867 individuals (with the exception of Dr. Hassanein) employed by us on December 31, 2025, annualizing such data for those individuals employed by us for less than the full year of 2025. 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.
CEO Pay Ratio
| 46 | TransMedics Group, Inc. 2026 Proxy Statement |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the 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.
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, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021 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:
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (Loss) (in millions) | Revenue (in millions) | | | $ | $ | $ | $ | $ | $ | $ | $ | | 2025 | 10,915,533 | 26,167,148 | 2,410,842 | 5,117,411 | 611.31 | 99.39 | 190.3 | 605.5 | | 2024 | 8,199,136 | 9,626,783 | 2,983,724 | 2,398,149 | 313.32 | 81.07 | 35.5 | 441.5 | | 2023 | 6,758,070 | 12,840,624 | 2,493,824 | 3,227,815 | 396.63 | 81.77 | (25.0) | 241.6 | | 2022 | 3,287,862 | 25,221,304 | 958,883 | 4,539,307 | 310.15 | 76.75 | (36.2) | 93.5 | | 2021 | 7,370,365 | 5,172,951 | 1,441,564 | 1,070,396 | 96.28 | 96.45 | (44.2) | 30.3 |
Pay Versus Performance
| (1) For all years reported, the principal executive officer (“PEO”) was Waleed H. Hassanein, M.D. |
Pay Versus Performance
| (2) Non-PEO NEOs reflect the following executives for each covered fiscal year: |
Pay Versus Performance
2025: Gerardo Hernandez, Tamer Khayal, M.D., Nicholas Corcoran, Anil Ranganath; 2024: Gerardo Hernandez, Tamer Khayal, M.D., Nicholas Corcoran, Anil Ranganath, Stephen Gordon; 2023: Stephen Gordon, Tamer Khayal, M.D., Nicholas Corcoran, Anil Ranganath; 2022: Stephen Gordon, Tamer Khayal, M.D., Miriam Provost, Laura Damme; and 2021: Stephen Gordon, Tamer Khayal, M.D., Miriam Provost, Laura Damme.
Pay Versus Performance
| TransMedics Group, Inc. 2026 Proxy Statement | 47 |
Pay Versus Performance
| (3) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP are shown in the tables below. |
Pay Versus Performance
| | 2025 | 2024 | 2023 | 2022 | 2021 | | | $ | $ | $ | $ | $ | | Summary Compensation Table Total | 10,915,533 | 8,199,136 | 6,758,070 | 3,287,862 | 7,370,365 | | Adjustments for Stock and Option Awards | | | | | | | Adjustment for grant date fair values in the Summary Compensation Table | (8,724,160) | (6,096,424) | (4,940,574) | (1,825,900) | (6,377,940) | | Year-end fair value of unvested awards granted in the covered fiscal year | 13,606,442 | 3,958,387 | 5,365,601 | 10,641,357 | 2,075,714 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years that remained outstanding at the covered fiscal year end | 4,892,258 | (2,382,164) | 3,440,246 | 8,789,181 | (136,012) | | Fair values at vest date for awards granted and vested in covered fiscal year | 1,546,395 | 971,689 | 532,735 | 1,647,831 | 949,688 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years and vesting in the covered fiscal year | 3,941,653 | 4,976,159 | 1,684,546 | 2,680,973 | 1,291,136 | | Compensation Actually Paid (as calculated) | 26,167,148 | 9,626,783 | 12,840,624 | 25,221,304 | 5,172,951 |
Pay Versus Performance
| | Average CAP to Non-PEO NEOs | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | $ | $ | $ | $ | $ | | Summary Compensation Table Total | 2,410,842 | 2,983,724 | 2,493,824 | 958,883 | 1,441,564 | | Adjustments for Stock and Option Awards | | | | | | | Adjustment for grant date fair values in the Summary Compensation Table | (1,519,574) | (2,053,545) | (1,738,234) | (328,662) | (977,265) | | Year-end fair value of unvested awards granted in the covered fiscal year | 2,228,435 | 1,079,261 | 1,822,445 | 1,915,468 | 318,056 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years that remained outstanding at the covered fiscal year end | 1,201,674 | (371,623) | 372,583 | 1,344,252 | (16,871) | | Fair values at vest date for awards granted and vested in covered fiscal year | 250,719 | 188,739 | 93,271 | 296,601 | 145,504 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years and vesting in the covered fiscal year | 545,315 | 571,594 | 183,926 | 352,765 | 159,408 | | Compensation Actually Paid (as calculated) | 5,117,411 | 2,398,149 | 3,227,815 | 4,539,307 | 1,070,396 |
Pay Versus Performance
| 48 | TransMedics Group, Inc. 2026 Proxy Statement |
Pay Versus Performance
| (4) 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: |
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. |
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. |
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. |
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. |
Pay Versus Performance
| e. | Annual dividend yield on each applicable vesting date or fiscal year end is assumed to be zero. |
Pay Versus Performance
| (5) The following table illustrates the valuation assumptions as of the vesting date for stock options that vested in each of the covered fiscal years: |
Pay Versus Performance
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Expected volatility | 67.69% - 76.88% | 72.02% - 77.95% | 71.79% - 77.78% | 69.15% - 76.30% | 64.38% - 72.22% | | Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | | Expected term, in years | 3.0 - 5.0 | 3.0 - 5.0 | 3.0 - 5.0 | 3.2 - 5.0 | 3.0 - 5.0 | | Risk-free interest rate | 3.44% - 4.45% | 3.44% - 4.81% | 3.54% - 4.91% | 0.97% - 4.48% | 0.19% - 1.34% |
Pay Versus Performance
| (6) The amounts reported in this column represent the cumulative total return on $100 invested in the Company’s common stock as of December 31, 2020 through the last trading day for the applicable fiscal year in the table. The Company has not paid any dividends since its IPO. |
Pay Versus Performance
| (7) The amounts reported in this column represent the weighted cumulative total return on $100 invested as of December 31, 2020 through the last trading day for the applicable fiscal year in the table, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group total shareholder return set forth in this table utilizes the Nasdaq Healthcare Index (IXHC), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025. The return of this index is calculated assuming reinvestment of dividends during the period presented. |
Pay Versus Performance
| (8) The amounts reported in this column represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (9) The amounts reported in this column represent revenue, our Company-Selected Measure, which we believe is the most important financial measure used to link compensation actually paid to our named executive officers to Company performance for 2025. The amounts represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year. |
Disclosure: Pay Versus Performance Table
Disclosure: Pay Versus Performance Table The graphs below provide a description of CAP (as calculated in accordance with the SEC rules) to our NEOs and the following measures:
Disclosure: Pay Versus Performance Table
| • | TransMedics’ cumulative TSR and Peer Group (NASDAQ Healthcare Index ) cumulative TSR; |
Disclosure: Pay Versus Performance Table
| • | TransMedics’ Net Income (Loss); and |
Disclosure: Pay Versus Performance Table
| • | the Company Selected Measure, which for TransMedics is Revenue. |
Disclosure: Pay Versus Performance Table
| 50 | TransMedics Group, Inc. 2026 Proxy Statement |
Disclosure: Pay Versus Performance Table
| TransMedics Group, Inc. 2026 Proxy Statement | 51 |
The Amended Plan is consistent with principles of good corporate governance
| Director Compensation Limit. The Amended Plan generally caps non-employee compensation at $750,000 per year ($1 million for a director’s first year) for services as a director. |