DEF 14A of Tandem Diabetes Care Inc, Apr 9, 2024

DEF 14A of Tandem Diabetes Care Inc

Filed Apr 9, 2024 · FY20230001438133-24-000076

Open on EDGAR

  1. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES Nominees for Director The following table lists the persons recommended by our nominating and corporate governance committee, and nominated by our board of directors, to be elected as directors, including relevant information on their role served on our board, business experience, qualifications, attributes, skills and other directorships as of the date of this Annual Meeting Notice. Ages provided are as of March 31, 2024. NOMINEES FOR RE-ELECTION TO OUR BOARD OF DIRECTORS FOR A ONE-YEAR TERM EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS.

  2. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | REBECCA ROBERTSON | Ms. Robertson has served as Chair of our board of directors since March 2023, and as a member of our board of directors since January 2019. Ms. Robertson is a founder and General Partner at Versant Ventures where she has specialized in investing in the areas of medical devices and diagnostics since 1999. In addition, through Longridge Business Advisors, she has provided business advisory services and board services since April 2017. Prior to Versant, she served as Senior Vice President at Chiron Diagnostics, a division of Chiron Corporation, where she had responsibility for the critical care business unit in addition to leading the division’s business development efforts. Prior to joining Chiron, Ms. Robertson was a co-founder and Vice President at Egis, a consumer products company, and held senior management positions in operations and finance at Lifescan, a Johnson & Johnson Company. Ms. Robertson holds a B.S. in Chemical Engineering from Cornell University. We believe Ms. Robertson’s extensive experience in management positions in the medical technology industry provides her with key skills in working with directors, understanding board process and functions and working with financial statements. We also believe she brings to our board of directors her long-term investing experience with numerous companies in the healthcare and medical device industries, all of which qualify her for service on our board of directors. | | Chair, Board of Directors Member, Compensation Committee Age: 63 Director since: 2019 | |

  3. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 8 | 2024 Proxy Statement |

  4. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  5. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | DICK ALLEN | Mr. Allen has served as a member of our board of directors since July 2007. He previously served as Lead Independent Director from March 2019 to February 2023, and as Chair of our board of directors from August 2007 to January 2013 and from January 2016 to February 2019. Mr. Allen is directly engaged in the diabetes community through his personal involvement with JDRF, a nonprofit diabetes research organization, and the Mary & Dick Allen Diabetes Center at Hoag Memorial Hospital Presbyterian. Mr. Allen served as a member of the International Board of Directors of JDRF from July 2008 to June 2014, and as its Chair from July 2012 to June 2014. Mr. Allen has more than 50 years of experience in the health care industry and was previously the President of DIMA Ventures, Inc., a private investment firm providing seed capital and board-level support for start-up companies in the healthcare field. He was a co-founder and Vice President of Caremark, Inc., a home infusion therapy company later acquired by Baxter International. He was also a co-founder and director of Pyxis Corporation, later acquired by Cardinal Health, Inc. Mr. Allen holds a B.S. (cum laude) in Industrial Administration from Yale University and an MBA from Stanford University Graduate School of Business where he served on the faculty as a Lecturer in Strategic Management for 13 years. We believe Mr. Allen’s background in management of companies in the healthcare industry and his service on boards of directors of companies and other entities in the healthcare industry, as well as his long-term investing experience in the healthcare industry, brings to our board of directors critical skills related to financial oversight of complex organizations, strategic planning, and corporate governance, all of which qualify him for service on our board of directors. | | Chair, Nominating and Corporate Governance Committee Member, Audit Committee Age: 79 Director since: 2007 | |

  6. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | MYOUNGIL CHA | Mr. Cha has served on our board of directors since June 2022. He has more than 19 years of global experience across the healthcare value chain. Mr. Cha currently serves as Chief Product Officer at Verily where he leads product development. Prior to joining Verily in March 2024, he served as President and Chief Strategy Officer at Carbon Health from June 2021 to February 2024. He served as Head of Health Strategic Initiatives at Apple from August 2015 to May 2021 where he developed and led product initiatives and global strategic partnerships. Earlier in his career, Mr. Cha was a Principal and Co-Leader of the West Coast Strategy and Corporate Finance Practice as well as Co-Leader of the Healthcare Investor Practice at McKinsey & Company. Mr. Cha holds a JD from Harvard Law School, an MBA from Harvard Business School and an AB in Biochemical Sciences from Harvard College. We believe Mr. Cha’s experience as a healthcare and consumer technology executive developing and leading global and strategic initiatives and partnerships, while maximizing the value of data and using analytics to drive enhanced customer experiences and better clinical outcomes, brings to the Board critical skills related to advancing the Company’s ecosystem of data-driven products and services, which qualify him to serve as one of the Company’s directors. | | Director Member, Compensation Committee Age: 47 Director since: 2022 | |

  7. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 9 | 2024 Proxy Statement |

  8. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  9. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | PEYTON HOWELL | Ms. Howell joined our board of directors in August 2020 and brings more than 30 years of clinical research organization and healthcare experience. Effective May 2024, Ms. Howell is Chief Executive Officer and member of the Board of Directors at Parexel International, a leading global clinical research organization servicing the life sciences industry. She previously served as the company’s Chief Operating and Growth Officer since September 2022, and as its Chief Commercial and Strategy Officer since May 2018. Prior to joining Parexel, Ms. Howell’s experience includes senior leadership positions with AmerisourceBergen (now Cencora), a Fortune 20 company, most recently as President for Health Systems and Specialty Care Solutions. Prior to AmerisourceBergen, Ms. Howell was a founder of Lash Group and served as President for nearly 10 years following its acquisition by AmerisourceBergen. Ms. Howell currently serves as chairperson of the Association of Clinical Research Organizations (ACRO). She holds a B.A. in Speech Communication from the University of Illinois at Urbana-Champaign and a Master’s of Health Administration from The Ohio State University. We believe Ms. Howell’s experience in reimbursement, health insurance and patient access, and in serving as executive management of companies in the healthcare industry brings to our board of directors critical skills relating to scaling complex organizations and strategic planning that qualify her to serve on our board of directors. | | Director Chair, Compensation Committee Age: 57 Director since: 2020 | |

  10. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | JOAO MALAGUEIRA | Mr. Malagueira has served on our board of directors since June 2022. He brings more than 25 years of experience in diabetes, medical devices and diagnostics solutions businesses with global corporations. Mr. Malagueira is currently President for three divisions at Hologic and responsible for the entire portfolio in the EMEA. Prior to starting this role in October 2023, he served as International Vice President, for EMEA for the three divisions at Hologic, since January 2019, and as International Vice President, for EMEA and Canada, for the Hologic Diagnostics Solutions division, from June 2015 to December 2018. He possesses extensive experience and proven success of go-to-market models and strategies in Europe, Africa, CIS, and the Middle East. Prior to Hologic, Mr. Malagueira enjoyed more than 15 years at Johnson & Johnson, in commercial leading roles across EMEA, where he led successful turnarounds and market share growth of the diabetes solutions businesses, LifeScan and Animas. Mr. Malagueira holds an MBA and an Advanced Degree in Marketing from Catolica Lisbon School of Business and Economics. He holds a MS in Pharmaceutical Sciences and Clinical Analysis from University of Lisbon. We believe Mr. Malagueira’s experience in diabetes and medical devices across global organizations with extensive knowledge of international go-to-market models and strategies brings to the Board critical skills related to advancing the Company’s global reach and expansion of its global technology offerings, which qualifies him to serve as one of the Company’s directors. | | Director Member, Audit Committee Age: 58 Director since: 2022 | |

  11. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 10 | 2024 Proxy Statement |

  12. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  13. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | KATHLEEN MCGRODDY-GOETZ, PH.D. | Dr. McGroddy-Goetz has served on our board of directors since June 2020. She has more than 25 years of experience leading global teams across business development, strategy, research and development, and product management. She has commercialized pioneering technologies spanning from microelectronics through cloud, advanced data analytics, artificial intelligence, hardware, software, and middleware with an emphasis on healthcare and life sciences applications. From October 2018 through June 2021, Dr. McGroddy-Goetz served as the Global Head of Strategic Partnerships at Medidata Solutions, a Dassault Systemès Company, where she also concurrently held other strategy, alliances and marketing executive roles. Previously, she held various leadership positions at IBM beginning in 1992, and most recently was Vice President, Strategy and Innovation, IBM Watson Health. Dr. McGroddy-Goetz holds a B.S. in Physics from SUNY Binghamton and a Ph.D. in Molecular Biophysics from Cornell University. We believe Dr. McGroddy-Goetz’s experience in managing and commercializing pioneering technologies spanning microelectronics, cloud-based technologies, advanced data analytics, artificial intelligence, hardware, software and middleware with an emphasis on healthcare and life sciences applications, brings to our board of directors critical skills related to digital health, scaling complex organizations, and strategic planning that qualify her to serve on our board of directors. | | Director Member, Nominating and Corporate Governance Committee, and Privacy and Security Subcommittee Age: 60 Director since: 2020 | |

  14. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | JOHN SHERIDAN | Mr. Sheridan has served on our board of directors since June 2019 and as our President and Chief Executive Officer since March 2019. Prior to that, Mr. Sheridan served as our Executive Vice President and Chief Operating Officer since April 2013. Prior to joining us, Mr. Sheridan served as Chief Operating Officer of Rapiscan Systems, Inc., a provider of security equipment and systems, from March 2012 to February 2013. Mr. Sheridan served as Executive Vice President of Research and Development and Operations for Volcano Corporation, a medical technology company, from November 2004 to March 2010. From May 2002 to May 2004, Mr. Sheridan served as Executive Vice President of Operations at CardioNet, Inc., a medical technology company, now operating as BioTelemetry, Inc. (Nasdaq: BEAT). From March 1998 to May 2002, he served as Vice President of Operations at Digirad Corporation, a medical imaging company. Mr. Sheridan has served as a director of Acutus Medical, Inc. (Nasdaq: AFIB), an arrhythmia management company since March 2021. Mr. Sheridan holds a B.S. in Chemistry from the University of West Florida and an MBA from Boston University. We believe Mr. Sheridan brings to our board of directors valuable perspective and experience as our former Executive Vice President and Chief Operating Officer, and as our current President and Chief Executive Officer. Mr. Sheridan has extensive experience at the management level of various healthcare companies, as well as leadership skills, industry experience and knowledge, all of which qualify him for service on our board of directors. | | President and Chief Executive Officer Director Age: 68 Director since: 2019 | |

  15. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 11 | 2024 Proxy Statement |

  16. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  17. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | RAJWANT SODHI | Mr. Sodhi has served on our board of directors since January 2021. He has more than 25 years of experience in global informatics, software service technology and ecommerce business solutions, across the healthcare, financial, and telecom industries. Previously he served as the President of ResMed’s software as a service (SaaS) business from July 2017 to August 2021, and prior to that as President of Healthcare Informatics (HI) leading the development of ResMed’s HI solutions and ResMed itself to its current standing as a global digital health leader, with an expanding portfolio of device- and SaaS-based offerings. He joined ResMed in 2012 through the acquisition of Umbian Inc. of which he was co-founder and President. Before ResMed and Umbian, Mr. Sodhi worked in the financial services industry, designing, developing and managing SaaS solutions. He was Senior Vice President of Business Development and Chief Technology Officer for Skipjack Financial Services from 2005 to 2009, and co-founder and Chief Technology Officer of TransActive Ecommerce Solutions from 2000 to 2005. Mr. Sodhi is on the board of directors of Forefront Dermatology and EyeCare Partners. Mr. Sodhi holds an MBA and a B.S. in Mathematics and Statistics from Dalhousie University in Halifax, Nova Scotia. We believe Mr. Sodhi’s experience in global informatics, software service technology and e-commerce business solutions across the healthcare, financial, and telecom industries brings to our board of directors critical skills related to our ecosystem of data-driven products and services, all of which qualify him for service on our board of directors. | | Director Member, Nominating and Corporate Governance Committee, and Privacy and Security Subcommittee Age: 50 Director since: 2021 | |

  18. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | CHRISTOPHER TWOMEY | Mr. Twomey has served on our board of directors since July 2013. Mr. Twomey has served as a director and chair of the audit committee of Bionano Genomics (Nasdaq: BNGO), a life sciences genome analysis instrumentation company since July 2018. From March 1990 until his retirement in 2007, Mr. Twomey held various positions with Biosite, most recently serving as Senior Vice President, Finance and Chief Financial Officer. From 1981 to 1990, Mr. Twomey worked for Ernst & Young LLP, where he served as an Audit Manager. He previously served as a director and chair of the audit committee for public companies, such as Senomyx and Cadence Pharmaceuticals, prior to their acquisitions. Mr. Twomey holds a B.A. in Business Economics from the University of California, Santa Barbara. We believe Mr. Twomey’s experience in senior financial management and on boards of directors of companies in the life sciences industry, as well as his extensive accounting and auditing experience, brings to our board of directors critical skills related to financial oversight of complex organizations, strategic planning, and corporate governance, all of which qualify him for service on our board of directors. | | Director Chair, Audit Committee Age: 64 Director since: 2013 | |

  19. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 12 | 2024 Proxy Statement |

  20. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 2 >> Approval of the 2013 ESPP as Amended | |

  21. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    To approve the Company’s 2013 Employee Stock Purchase Plan, as amended, to increase the number of shares under the plan. Summary We are seeking stockholder approval to amend the 2013 Employee Stock Purchase Plan (“2013 ESPP”) to increase the number of shares of our Common Stock reserved for issuance under our 2013 ESPP by 3,000,000 shares as discussed in further detail below. Our board of directors has approved the amendments to our 2013 ESPP, subject to stockholder approval at the Annual Meeting. The purpose of our 2013 ESPP is to enhance our ability to attract and retain the services of employees upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and provide additional incentives to these employees to devote their utmost effort and skill to our advancement by providing them with an opportunity to participate in the ownership of our Common Stock and thereby have an interest in the success and increased value of the Company. Without stockholder approval of this proposal, we believe our ability to attract and retain the services of employees would be negatively impacted, and our recruiting, retention and incentive efforts would become more difficult. Our 2013 ESPP generally authorizes the issuance of shares of our Common Stock in accordance with purchase rights granted to our eligible employees. We had an aggregate of 453,984 shares of our Common Stock reserved for issuance under our 2013 ESPP as of December 31, 2023. The number of shares of our Common Stock remaining available for issuance under our 2013 ESPP is not sufficient for the expected levels of ongoing participation in our 2013 ESPP and the utility of our 2013 ESPP will be limited. Our 2013 ESPP plan does not include an evergreen provision. Our board of directors believes it is in the best interest of our stockholders to seek an increase in the number of shares of our Common Stock reserved for issuance under our 2013 ESPP so that we can continue to motivate and incentivize our employees, offer our employees the opportunity to acquire or increase their ownership interests in the Company, and fulfill the objectives of our compensation strategy. In considering our recommendation to increase the number of shares of our Common Stock reserved for issuance under our 2013 ESPP by 3,000,000 shares, our board of directors considered a number of factors, including: the historical and projected participation level under our 2013 ESPP by our eligible employees, including the level of payroll deductions anticipated to be authorized by eligible employees; the number of shares of our Common Stock purchased under our 2013 ESPP since its inception; and the significant reduction in the trading price, and increased volatility, of our Common Stock in recent years, which has resulted in an overall diminution in the value of our previously issued equity awards. We estimate that the shares authorized for issuance under our 2013 ESPP following the amendment would be sufficient to continue to make offerings for approximately three years. However, our actual share usage is dependent on a number of important variables, including the future trading price of our Common Stock; the rate of participation by our eligible employees; the specific terms of any offerings under the 2013 ESPP; and the level of payroll deductions authorized by our eligible employees. As a result, the share reserve under our 2013 ESPP could last for a longer or shorter period of time than we currently expect.

  22. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 13 | 2024 Proxy Statement |

  23. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 2 >> Approval of the 2013 ESPP as Amended | |

  24. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    We relied on the advice of WTW (formerly known as Willis Towers Watson), our Compensation Committee’s independent compensation consultant, as well as consulting services and data modeling tools made available by certain proxy advisory services, to assist us in developing the size of the share reserve for the 2013 ESPP. Based on this advice, we believe that our share reserve request is appropriate and within industry standards. The general description of the 2013 ESPP set forth above is qualified in its entirety by reference to the text of the 2013 ESPP, which is attached as Appendix A to this Proxy Statement. A more detailed summary of the material features of the 2013 ESPP is included below in the section entitled “Material Features of the 2013 ESPP.” The Board recommends that you vote FOR this proposal because it believes that granting equity-based incentive awards to eligible participants encourages performance that drives stockholder value over the long term, gives participants a meaningful equity stake in our business and aligns directly with the creation of stockholder value and pay-for-performance compensation philosophy. Material Features of the 2013 ESPP The following summary of the material terms of the 2013 ESPP, as amended, is qualified in its entirety by reference to the full text of the 2013 ESPP, as amended, which is attached as Appendix A to this Proxy Statement. Capitalized terms used but not defined herein have the meanings ascribed to them in the 2013 ESPP, as amended.

  25. LEGAL PROCEEDINGS WITH DIRECTORS AND EXECUTIVE OFFICERS

    LEGAL PROCEEDINGS WITH DIRECTORS AND EXECUTIVE OFFICERS There are no legal proceedings related to any of the directors, director nominees, or executive officers which require disclosure pursuant to applicable SEC rules. Board Committees Our board of directors has three standing committees: the audit committee, the compensation committee, and the nominating and corporate governance (N&CG) committee. The privacy and security subcommittee, formed in 2021, is a standing subcommittee of the N&CG committee, focused on cybersecurity and data privacy oversight. In addition, from time to time, special committees and subcommittees may be established under the direction of our board of directors when necessary to address specific issues. For instance, as needed we have established a pricing committee to determine the offering price and other terms of various financings we have pursued. Each of the three standing committees and one subcommittee has a written charter that has been approved by our board of directors. A copy of each charter is available at https://investor.tandemdiabetes.com/corporate-governance/esg. However, the information contained on our website is not incorporated by reference in, or considered part of, this Proxy Statement and references in this Proxy Statement to our website are to inactive textual references only. As of December 31, 2023, the members of each standing committee were as follows:

  26. LEGAL PROCEEDINGS WITH DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Privacy and Security Subcommittee | | Rebecca Robertson | | ■ | | | | John Sheridan | | | | | | Dick Allen* | ■ | | Chair | | | Kim Blickenstaff | | | | | | Myoungil Cha | | ■ | | | | Peyton Howell | | Chair | | | | Joao Malagueira | ■ | | | | | Kathleen McGroddy-Goetz | | | ■ | ■ | | Rajwant Sodhi | | | ■ | ■ | | Christopher Twomey* | Chair | | | | | Number of Meetings | 4 | 8 | 4 | 8 |

  27. LEGAL PROCEEDINGS WITH DIRECTORS AND EXECUTIVE OFFICERS

    *Audit Committee Financial Expert

  28. LEGAL PROCEEDINGS WITH DIRECTORS AND EXECUTIVE OFFICERS

    | Tandem Diabetes Care | 38 | 2024 Proxy Statement |

  29. LEGAL PROCEEDINGS WITH DIRECTORS AND EXECUTIVE OFFICERS

    | Corporate Governance | |

  30. 2023 COMPENSATION OVERVIEW

    2023 COMPENSATION OVERVIEW We entered 2023 expecting our business to achieve: •Substantial increases in product shipments and sales, both in the United States and outside the United States; •Improvement in our operating and gross margins; •Positive cash flow from operations; and •Various goals relating to our customer satisfaction and multiple new product launches in the United States. When designing our 2023 executive compensation program, the Committee considered a number of factors, including the business objectives set forth above, the 2023 budget approved by our board of directors, and the intense competition for talent within the medical device and technology industries, both generally and within the geographic regions in which we operate. In addition, the Committee considered the continued importance of retaining and motivating our employees during a period in which we planned to launch multiple new products. In making compensation decisions for 2023, the Committee focused on several key factors of our executive compensation program, as follows: •Stockholder feedback in response to our engagement outreach; •A peer group analysis performed by our independent compensation consultant; •Reviewing total NEO compensation compared to the 60th percentile of the peer group; •Allocating a meaningful proportion of the total cash compensation opportunity to our annual short-term cash incentive plan, under which executives are only eligible to receive cash bonuses upon the achievement of certain predetermined financial and operational performance goals; and •Allocating a meaningful proportion of the total compensation opportunity to longer-term incentive equity awards aligning with the interests of our stockholders.

  31. KEY COMPENSATION GOVERNANCE ATTRIBUTES

    | What We Do | | What We Don’t Do | | | ☑ | Pay-for-performance philosophy | ✗ | Employment agreements | | ☑ | Independent compensation consultant | ✗ | Excise tax gross up provisions | | ☑ | Compensation committee comprised solely of independent directors | ✗ | Guaranteed bonuses or equity awards | | ☑ | Comprehensive peer group analysis updated annually | ✗ | Employee stock plan evergreen provisions | | ☑ | “Double trigger” change-in-control benefits | ✗ | Hedging or pledging of our securities | | ☑ | Multiple financial and strategic measures used to determine cash incentive payouts to encourage strong performance across the business | ✗ | Repricing of options or issuance of discounted equity awards | | ☑ | Stock ownership guidelines applicable to executive officers and directors | | | | ☑ | Clawback policy applicable to cash bonus and equity incentive compensation | | | | ☑ | Significant amount of incentive compensation as a proportion of total compensation | | |

  32. Compensation Committee

    Compensation Committee The Committee is comprised solely of directors who qualify as “independent directors” under Nasdaq rules and also meet the heightened independence requirements under SEC rules. The Committee is primarily responsible for developing, reviewing and approving our executive compensation program, including the compensation arrangements that apply to our NEOs, and regularly reporting to our board of directors regarding the adoption of such programs. In particular, the Committee is responsible for overseeing our short-term cash and long-term equity incentive plans, including approving individual grants or awards thereunder (subject to the delegation of limited discretion to certain executive officers to approve individual grants or awards to employees below the executive level). The Committee is also responsible for approving performance goals and objectives that are relevant to the compensation of our executive officers and other key employees. The Committee evaluates the total compensation of our NEOs and other executives relative to available compensation information from companies in our industry that are similar to us based on a number of factors, including size and stage of growth. The Committee’s historical practice has been to benchmark our total executive compensation to just above market at the 60th percentile compared to relevant survey data, in order to compete in the market for talented executives. However, this is only the starting point for the Committee’s determination of compensation, and it retains the discretion to adjust executive compensation based on a number of factors, including changes to our peer group, changing pay practices in our industry, executive retention concerns, individual executive performance, and overall Company performance. The Committee has not established any formal policies or guidelines for allocating between long-term and short-term compensation, or between cash and equity compensation. In determining the amount and mix of compensation elements and whether each element provides the correct incentives in light of our compensation objectives, the Committee relies on its judgment and experience, as well as significant feedback from its independent compensation consultant, rather than adopting a formulaic approach to compensation decisions.

  33. Independent Compensation Consultants

    Independent Compensation Consultants The Committee has sole authority to engage and retain independent compensation consultants and to directly oversee their work and compensation. WTW (formerly known as Willis Towers Watson) has provided advisory services to the Committee since 2020. In August 2022, the Committee reengaged WTW as its independent compensation consultant, to provide advisory services for 2023. These services included advising the Committee on the selection of an appropriate peer group of other publicly traded healthcare companies, collecting and analyzing compensation data from those companies, and performing an independent review of our compensation practices for our executive officers, as well as our non-employee directors, as compared to the peer group. The Committee selected WTW based on its experience providing expert, strategic and research-driven executive compensation advice to help companies balance talent and governance risks while driving business performance. In addition, the Committee assessed whether work performed or advice rendered by WTW would raise any conflicts of interest and determined that there are no conflicts of interest with respect to this advisor.

  34. Peer Group

    Peer Group WTW was engaged by the Committee to develop a set of peer group companies for use as a point of comparison in benchmarking 2023 compensation for executive officers and non-employee directors. Data compiled from this peer group was used as a baseline reference by the Committee to assist it in establishing and assessing target total compensation levels, as well as target compensation levels for individual components of compensation, for our executive officers. The inputs used to identify the peer group companies reflect the Global Industry Classification Standard and the determination of such companies included review of companies traded on major U.S. stock exchanges, companies classified in the health care equipment and health care services industries, and revenue. The revenue for our 2023 peer group companies generally fell within a range of approximately 0.5x to 2.5x our projected 2023 revenue. However, not every company in our 2023 peer group satisfied each criterion and the Committee applied its judgment and experience in making final determinations for the companies included in the peer group. For example, Dexcom exceeded our target criteria range, but the Committee determined that they should be included in our 2023 peer group because of their strong similarities to our business operations and industry. Our worldwide sales for 2022 were more than $800 million, an approximately15% increase compared to 2021. This year-over-year growth was considered in determining our 2023 peer group. Based on the factors discussed above, our 2023 peer group was comprised of the 17 companies listed below:

  35. Peer Group

    | Abiomed (ABMD) | Dexcom (DXCM) | Inogen (INGN) | QuidelOrtho (QDEL) | | Artivion (AORT) | Glaukos (GKOS) | Insulet (PODD) | STAAR Surgical (STAA) | | AtriCure (ATRC) | Globus Medical (GMED) | iRhythm Technologies (IRTC) | | | Cardiovascular Systems (CSII) | Haemonetics (HAE) | Masimo (MASI) | | | CONMED (CNMD) | ICU Medical (ICIU) | Nevro (NVRO) | |

  36. Peer Group

    We consider these companies to be our peers solely for executive and director compensation comparison purposes.

  37. Peer Group

    | Tandem Diabetes Care | 53 | 2024 Proxy Statement |

  38. Peer Group

    | Compensation Discussion and Analysis | |

  39. Compensation Survey Data

    Compensation Survey Data To supplement data regarding the peer group companies where sufficient information is not available or where the Committee requests further information, the Committee also reviews from Aon Hewitt’s Radford suite of surveys. These surveys include compensation data from medical technology and life sciences companies. WTW has used data specific to our business in terms of industry, size and geographic location when providing this additional information to the Committee. In addition, for prospective new hire candidates, the Committee reviews information from these compensation surveys as a factor in the development of compensation offers. Compensation Elements The Committee, with assistance from our independent compensation consultant and management, has developed an executive compensation program consisting of several key components. Each element of compensation has a specific purpose and they work together to advance our overall pay-for-performance compensation philosophy and support our compensation objectives. We believe the compensation elements are generally consistent with those paid to or awarded by our peer group companies. Based on the information provided by our independent compensation consultants, the executive compensation program for our NEOs generally consists of a: •Base salary; •Short-term cash incentive program; •Long-term equity incentive program; and •Other benefits.

  40. BASE SALARY

    BASE SALARY The purpose of this element is to provide a fixed compensation amount to each NEO in return for performance of core job responsibilities. We pay base salaries to attract and retain executives with the necessary experience to contribute to our future growth and success. The Committee establishes base salaries after reviewing peer group compensation data and considering a number of the other factors discussed above, including each executive officer’s title and responsibility level, tenure with us, individual performance and business experience. Salaries are reviewed and potentially adjusted annually, or more frequently if the Committee deems necessary or appropriate. The 2023 base salary for each NEO was generally shown to be in alignment with benchmark data at the 60th percentile. The base salaries for some of our NEO positions, including our Chief Executive Officer and EVP and Chief Financial Officer were slightly below target. As 2023 was anticipated to be a challenging operating environment, executive management requested no salary increases for the year as part of the team’s commitment to driving greater leverage in the business in advance of new product launches. The Committee was supportive of this approach, recognizing the Company’s operating margin goals.

  41. SHORT-TERM CASH INCENTIVE PROGRAM

    SHORT-TERM CASH INCENTIVE PROGRAM The purpose of this element is to reward executives for achieving pre-established financial and strategic goals that the Committee believes are critical to our short-term success and the creation of long-term stockholder value. Target short-term incentive opportunities are expressed as a percent of base salaries and reviewed as part of the Committee’s annual compensation analysis, which includes an assessment of each NEO’s title and level of responsibility, and perceived ability to impact overall Company results.

  42. 2023 SHORT-TERM CASH INCENTIVE PROGRAM TARGETS

    2023 SHORT-TERM CASH INCENTIVE PROGRAM TARGETS In 2023, no changes were made to the short-term incentive bonus percentage targets for the NEOs compared to 2022. The 2023 base salary, target bonus percentage and target cash bonus amount for each NEO was generally shown to be in alignment with benchmark data at the 60th percentile, and is set forth in the table below:

  43. 2023 SHORT-TERM CASH INCENTIVE PROGRAM TARGETS

    | Name | 2023 Base Salary | Target Bonus Percentage | Target Cash Bonus | | John Sheridan | $710,700 | 100% | $710,700 | | Leigh Vosseller | $437,091 | 60% | $262,255 | | Elizabeth Gasser | $437,091 | 60% | $262,255 | | Susan Morrison | $437,091 | 60% | $262,255 | | Mark Novara(1) | $437,091 | 60% | $43,709 | | David Berger | $437,091 | 60% | $262,255 | | Brian Hansen | $437,091 | 60% | $262,255 |

  44. 2023 SHORT-TERM CASH INCENTIVE PROGRAM TARGETS

    1)Mr. Novara joined Tandem as EVP & Chief Commercial Officer in November 2023. Mr. Novara’s bonus opportunity reflected in the table above is prorated and paid based on 2023 salary paid.

  45. 2023 SHORT-TERM CASH INCENTIVE PROGRAM SUMMARY AND RESULTS

    2023 SHORT-TERM CASH INCENTIVE PROGRAM SUMMARY AND RESULTS The 2023 short-term cash incentive program is referred to as our 2023 Cash Bonus Plan. The 2023 Cash Bonus Plan was designed to reward plan participants for their contributions to our achievement of pre-established financial performance objectives, a product development objective, and a customer-related objective for 2023. Based on stockholder feedback, our plan design has 3 components with minimum and outperformance thresholds for each component of the plan. In addition, payments for outperformance achievements are capped at 200% for each component of the plan. The metrics were approved by the Committee as representative measures of overall corporate performance for the fiscal year in February 2023 and were consistent with the 2023 budget approved by our board of directors at that time. These metrics were determined to be appropriately rigorous as an interim step toward meeting our longer-term growth and financial objectives.

  46. 2023 Cash Bonus Plan Components and Weighting

    2023 Cash Bonus Plan Components and Weighting

  47. 2023 Cash Bonus Plan Components and Weighting

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  48. 2023 Cash Bonus Plan Components and Weighting

    | Compensation Discussion and Analysis | |

  49. 2023 Cash Bonus Plan Components and Weighting

    The goals associated with each component of the 2023 Cash Bonus Plan were set at the beginning of the year, and the Company’s performance against these goals was reviewed with the Committee periodically throughout 2023. For the financial performance objectives, a minimum threshold of 90% of the revenue target had to be achieved for 50% bonus to be earned. For achievement of 110% or greater of the revenue target, up to 200% of the bonus may be earned. For the portion of the cash bonuses that relates to product development, multiple new product launches must commence in 2023. In addition, there is a predefined number of product launches serving as a minimum threshold for achieving 50% payout and outperformance threshold for achieving up to 200% payout under this component of the plan. For the portion of the cash bonuses that relates to customer satisfaction, an annual metric must be achieved with predefined metrics serving as a minimum threshold for achieving 50% payout and outperformance threshold for achieving up to 200% payout under this component of the plan. The following table shows each of the components of the 2023 Cash Bonus Plan, their respective weightings, our level of achievement for each component as determined by the Committee, and the calculation of the payout for each component:

  50. 2023 Cash Bonus Plan Components and Weighting

    | Component | Weighting | Metrics | Level of Achievement Compared to Target | Weighted % of Total Payout | | Financial Performance Objective | 80% | Minimum target not achieved | —% | —% | | Product Development Objective | 10% | Commenced launch of 4 new products | 200% | 20% | | Customer Satisfaction | 10% | Actual customer satisfaction key performance indicator scores compared to target | 175% | 17.5% | | Payout Percentage Under 2023 Cash Bonus Plan | | | | 37.5% |

  51. 2023 Cash Bonus Plan Components and Weighting

    Based on these achievements, the Committee approved cash bonuses to our NEOs in March 2024 in the amounts set forth opposite their names in the table below:

  52. 2023 Cash Bonus Plan Components and Weighting

    | Name | Total 2023 Cash Bonus (1) | | John Sheridan | $266,513 | | Leigh Vosseller | $98,345 | | Elizabeth Gasser | $98,345 | | Susan Morrison | $98,345 | | Mark Novara(2) | $11,348 | | David Berger(3) | $98,345 | | Brian Hansen(4) | $98,345 |

  53. 2023 Cash Bonus Plan Components and Weighting

    1)Bonus calculations are based on 2023 salaries paid. 2)Mr. Novara joined Tandem as EVP & Chief Commercial Officer in November 2023, and his bonus opportunity was prorated and paid based on 2023 salary paid. 3)Mr. Berger is our former EVP & Chief Operating Officer. He stepped down from those positions at the end of December 2023. Pursuant to a Transition and Consulting Agreement between Mr. Berger and the Company, Mr. Berger remained eligible to receive his 2023 corporate performance bonus. See “Employment Severance Agreements” below. 4)Mr. Hansen is our former EVP & Chief Commercial Officer and served in those positions until the end of December 2023. Pursuant to a Separation Agreement between Mr. Hansen and the Company, Mr. Hansen remained eligible to receive his 2023 corporate performance bonus. See “Employment Severance Agreements” below. The performance-based cash bonuses paid to our NEOs pursuant to the 2023 Cash Bonus Plan were directly aligned with our financial performance and the achievement of critical strategic and operational objectives. Overall, the Committee believes the cash bonuses reflect our strong pay-for-performance philosophy.

  54. 2023 Cash Bonus Plan Components and Weighting

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  55. 2023 Cash Bonus Plan Components and Weighting

    | Compensation Discussion and Analysis | |

  56. LONG-TERM INCENTIVE EQUITY COMPENSATION PROGRAM

    LONG-TERM INCENTIVE EQUITY COMPENSATION PROGRAM We leverage long-term incentive (“LTI”) equity as a component of our executive compensation program to align the interests of our executives with those of our stockholders by tying a meaningful portion of total compensation to increases in the value of our Company through the grant of equity-based awards. The executives’ interests are aligned with those of our stockholders because, as the value of our Company increases over time, the value of the executives’ equity grants increases as well. The Committee also believes that granting equity awards that vest upon the achievement of long-term performance metrics supports our pay-for-performance philosophy, while granting equity awards that vest over time promotes the retention of our executives.

  57. Long-Term Incentive Equity Progression

    Long-Term Incentive Equity Progression Our board of directors and stockholders have approved our 2023 Plan, which allows for the issuance of equity awards to our officers, directors and employees in the form of stock options, restricted stock awards, stock appreciation rights, and restricted stock units (“RSUs”). Since 2019, the Compensation Committee has continued to evolve the long-term incentive equity programs for our NEOs to reflect incentives aligned with the Company’s maturation and evolving governance practices in response to stockholder feedback. For example, in 2020, the Committee evolved our NEO equity compensation model from issuing predetermined, fixed share-denominated option awards to predetermined, value-denominated equity awards. In 2021, we also began including PSUs, in addition to RSUs and options, and scaled the weighting of the PSUs in 2022. In 2023, we further increased the weighting of the PSU component for Mr. Sheridan's LTI plan and based on stockholder feedback, included a total stockholder return (“TSR”) metric compared to the Russell 3000 index for a portion of his PSU targets. Although awards have not yet been made to our NEOs in 2024, the Committee intends to further increase the weighing of the PSU components for our other NEOs plan to align with our CEO’s plan, and include a TSR metric for a portion of their PSU targets. In addition, in 2024 the Committee approved moving from a three-month trailing average to a one-month trailing average for the Company’s grant calculation process, effective for equity incentive grants starting in May 2024. The Committee plans to continue to evaluate and evolve its compensation practices when appropriate, while attracting, motivating and retaining top executive talent who are dedicated to the future growth and success of our business.

  58. CEO Long-Term Incentive Equity Progression

    CEO Long-Term Incentive Equity Progression The Committee considered these allocations appropriate, as performance-orientation is reflected in PSUs (which only have value if the Company achieves certain predetermined goals), while grants of RSUs allow the program to support retention throughout a full business cycle. When determining the type, number and value of equity awards to be granted to each executive, the Committee generally considers several factors, including WTW’s analysis based on data from our peer group companies, the title and level of responsibility of the executive, the executive’s tenure with us, survey information regarding the level of equity ownership by executives with similar titles and levels of responsibility, and other compensation survey data. The Committee also takes into account our achievement of significant milestones during the period prior to the grant date, such as revenue growth achievement, completing or receiving regulatory clearance or approval to commercialize products.

  59. CEO Long-Term Incentive Equity Progression

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  60. CEO Long-Term Incentive Equity Progression

    | Compensation Discussion and Analysis | |

  61. Performance-Based Awards Summary

    | Performance-Based Awards | Number of Performance Stock Units (#) | | Non-vested shares outstanding at December 31, 2020 | — | | Granted | 25,674 | | Vested (Earned) | — | | Forfeited | — | | Non-vested shares outstanding at December 31, 2021 | 25,674 | | Granted | 53,662 | | Vested (Earned) | — | | Forfeited | — | | Non-vested shares outstanding at December 31, 2022 | 79,336 | | Granted | 110,074 | | Vested (Earned) | — | | Forfeited | (25,888) | | Non-vested shares outstanding at December 31, 2023 | 163,522 |

  62. 2023 LTI Equity Compensation Program

    2023 LTI Equity Compensation Program In May 2023, in light of the various factors described above, and based on data provided by WTW, the Committee approved equity award values to each of our NEOs pursuant to our 2023 Plan as set forth in the table below:

  63. 2023 LTI Equity Compensation Program

    | Name | Aggregate Value of Performance Stock Units ($) | Aggregate Number of Performance Stock Units (#) | Aggregate Value of Restricted Stock Units ($) | Aggregate Number of Restricted Stock Units (#) | | John Sheridan | $1,726,175 | 65,659 | $1,726,175 | 65,659 | | Leigh Vosseller | $233,534 | 8,883 | $474,193 | 18,037 | | Elizabeth Gasser | $233,534 | 8,883 | $474,193 | 18,037 | | Susan Morrison | $233,534 | 8,883 | $474,193 | 18,037 | | David Berger | $233,534 | 8,883 | $474,193 | 18,037 | | Brian Hansen | $233,534 | 8,883 | $474,193 | 18,037 |

  64. 2023 LTI Equity Compensation Program

    Each of the PSUs has a grant date fair value of $26.29 per share and vests based on three-year criteria that correlate with a 3-year compound annual growth rate (CAGR), which will be measured at the end of 2025 and paid in 2026.

  65. 2023 LTI Equity Compensation Program

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  66. 2023 LTI Equity Compensation Program

    | Compensation Discussion and Analysis | |

  67. 2023 LTI Equity Compensation Program

    When establishing the plan design for the PSUs issued as part of the Company’s 2023 LTI equity program, the Committee identified that delivering on revenue growth was a key driver of long-term stockholder value, and in support of the Company’s additional priorities to improve gross margin and operating margin. We consider the revenue CAGR targeted to be commercially sensitive, and so are not disclosing the forward-looking goal due to risk of competitive harm, but will disclose the number retrospectively following the close of performance period. The PSU component of our 2023 LTI plan is as follows:

  68. 2023 LTI Equity Compensation Program

    | Target Metric | CEO Weighting | Other NEO Weighting | | Revenue CAGR in the three-year period between 2023 and 2025 | 30% | 33% | | TSR performance compared to the Russell 3000 index in the three-year period between 2023 and 2025 | 20% | —% |

  69. 2023 LTI Equity Compensation Program

    Performance determination for all NEOs under the 2023 LTI plan is as follows:

  70. 2023 LTI Equity Compensation Program

    | Revenue CAGR in the 3-year period between 2023 - 2025 | Payout Factor* | | Maximum | 200% | | Target 3-year Revenue CAGR | 100% | | Threshold | 50% | | Below Threshold | —% |

  71. 2023 LTI Equity Compensation Program

    *The payout factor is prorated on a straight-line basis (i.e., by linear interpolation) for performance that falls between the performance targets set forth in the table above. In addition, the payout factor cannot exceed 200% Performance determination for the President and CEO under the 2023 LTI plan is as follows:

  72. 2023 LTI Equity Compensation Program

    | TSR performance compared to the Russell 3000 index in the three-year period between 2023 and 2025 | Performance as a Percent to Target | Payout Factor* | | Maximum | 75th percentile rank | 200% | | Tandem Diabetes Care TSR Performance | 100% | 100% | | Threshold | 25th percentile rank | 50% | | Below Threshold | Less than 85% | —% |

  73. 2023 LTI Equity Compensation Program

    *The payout factor is prorated on a straight-line basis (i.e., by linear interpolation) for performance that falls between the performance targets set forth in the table above. In addition, the payout factor cannot exceed 200% The balance of the equity awarded under the 2023 LTI Plan to our NEOs were RSUs. RSUs represented 50% of our CEO’s 2023 LTI Plan and 67% for our other NEOs. Each of the RSUs has a grant date fair value of $26.29 per share and vests over a period of 36 months, with 33% of the shares vesting on the date that is 12 months following the grant date, and the remaining 67% of the shares vesting in equal quarterly installments over the remaining 24 months, subject to continued employment and the terms of the 2023 Plan.

  74. 2023 LTI Equity Compensation Program

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  75. 2023 LTI Equity Compensation Program

    | Compensation Discussion and Analysis | |

  76. STOCK INCENTIVE PLANS

    STOCK INCENTIVE PLANS As of December 31, 2023, the number of shares reserved for issuance, number of shares issued, number of shares underlying outstanding stock options, weighted-average exercise price of outstanding options, and number of shares remaining available for future issuance under our 2013 Stock Incentive Plan and 2023 Plan are set forth in the table below. Over the past 3 years, we have maintained an annual burn rate of 3.5% or less. For fiscal year 2023, our three-year average burn rate was 2.4% calculated in accordance with the value adjusted burn rate methodology. In 2023, we made changes to our grant practices to further reduce our use of shares. Historically, we had granted incentive equity to employees at all levels of the organization. In alignment with benchmark practices, we have stopped granting incentive equity to certain employee levels in the organization. As of December 31, 2023, the number of shares reserved for issuance, number of shares issued, and number of shares remaining available for future issuance under our 2013 Employee Stock Purchase Plan (“ESPP”), are also set forth in the table. We do not have any stock incentive plans that have not been approved by our stockholders.

  77. STOCK INCENTIVE PLANS

    | Name | Number of Shares Reserved for Issuance | Number of Shares Issued | Number of Shares Underlying Outstanding Awards | Weighted-Average Exercise Price of Outstanding Options (per share) | Number of Shares Remaining Available for Future Issuance | | 2013 Plan | 11,725,694 | 6,554,137 | 5,171,557 | $40.95 | — | | 2023 Plan | 2,602,184 | — | 1,900,606 | N/A | 701,578 | | ESPP | 2,264,725 | 1,810,741 | — | $— | 453,984 |

  78. STOCK INCENTIVE PLANS

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  79. STOCK INCENTIVE PLANS

    | Compensation Discussion and Analysis | |

  80. 2006 Stock Incentive Plan

    2006 Stock Incentive Plan Our 2006 Plan was originally approved by our board of directors in September 2006, was subsequently approved by our stockholders in July 2007 and was amended in April 2013. All outstanding awards under the 2006 Plan expired in 2023.

  81. 2013 Stock Incentive Plan

    2013 Stock Incentive Plan Our 2013 Plan was originally approved by our board of directors and our stockholders in November 2013 and was amended in May 2018 and May 2020. There were no shares of our Common Stock reserved for issuance under our 2013 Plan as of December 31, 2023. More than 500,000 shares from the 2013 Plan have been canceled since the adoption of our 2023 Plan. As of December 31, 2023, 5,171,557 shares of our Common Stock were underlying outstanding awards under our 2013 Plan.

  82. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan Our board of directors adopted, and in May 2023 our stockholders approved, our 2023 Long-Term Incentive Plan, or 2023 Plan. Our 2023 Plan provides us flexibility with respect to our ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business depends, and to provide additional incentives to such persons to devote their effort and skill to the advancement of our Company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in its success and increased value. In April 2024, our board of directors adopted an amendment to our 2023 Plan and in this proxy statement we are asking our stockholders to approve the amendment to the 2023 Plan at the Annual Meeting. Our board of directors believes that granting long-term incentives in the form of equity-based awards is crucial for promoting our long-term financial growth and stability, thereby enhancing stockholder value. Under the 2023 Plan, if our stockholders approve Proposal 3 at the Annual Meeting, we will be able to grant up to 5,602,184 shares of our Common Stock, in the form of new awards.

  83. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS We have not entered into employment agreements detailing any guaranteed term of employment or future compensation, beyond their offer letter for employment, with any of our current executive officers.

  84. EMPLOYMENT SEVERANCE AGREEMENTS

    EMPLOYMENT SEVERANCE AGREEMENTS Our board of directors has approved employment severance agreements with all of our senior management personnel, including each of our NEOs. Our board of directors believes it is important to provide our executive officers with severance benefits under limited circumstances to provide them with enhanced financial security and sufficient incentive and encouragement to remain employed by us in the event of a potential change-in-control transaction. Under the terms of each of the severance agreements, if within three months before or 12 months following a change of control (as defined in the severance agreements), the executive officer’s employment is terminated as a result of (i) an involuntary termination or (ii) a resignation for good reason (each as defined in the severance agreements), then the executive will continue to receive salary at the salary amount in effect at the time of such termination (less applicable withholdings and deductions) for the applicable severance period beginning immediately following such termination, as well as the executive’s target bonus for the year in which the termination occurs. The executive will also vest in and have the right to exercise all outstanding options, restricted stock awards and stock appreciation rights (“SARs”) (in each case, as applicable) that were unvested as of the date of such termination. Additionally, all of our repurchase rights with respect to any vested and unvested restricted stock will lapse and any right to repurchase any of our Common Stock will terminate. If, within 12 months following a change of control, the executive officer’s employment is terminated as a result of voluntary resignation, termination for cause, disability or death, then the executive officer will not be entitled to receive severance change of control benefits except for those as may be established under our then-existing severance and benefit plans and practices or under other written agreements between us and such executive officer.

  85. EMPLOYMENT SEVERANCE AGREEMENTS

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  86. EMPLOYMENT SEVERANCE AGREEMENTS

    | Compensation Discussion and Analysis | |

  87. EMPLOYMENT SEVERANCE AGREEMENTS

    Under the terms of each of the severance agreements, upon the termination of the executive officer’s employment for any reason, we will pay the executive: •Any unpaid base salary due for periods prior to the termination date; and •All expenses reasonably and necessarily incurred and submitted on proper expense reports in connection with our business before the termination date. The severance agreements are substantially identical for each of our current NEOs except that the severance period for Mr. Sheridan is 24 months and the severance period for each of the other NEOs is 18 months. The benefits payable under the severance agreements may be immediately terminated in certain circumstances, including the unauthorized use by an executive officer of our material confidential information or any prohibited or unauthorized competitive activity undertaken by an executive officer. The Company entered into two agreements in 2023, the key details of which have been previously filed on Form 8-K with the SEC and are included below. On August 18, 2023, following discussions with the Board, the Company and Mr. Hansen entered into a Separation Agreement under which Mr. Hansen will remain employed with the Company with his base salary until June 28, 2024, with administrative leave beginning December 29, 2023. This structure was agreed upon as it allowed time for the Company to perform a thorough recruitment process with Mr. Hansen as a participant, followed by the cross-over transition of his role to his successor. In addition, Mr. Hansen agreed to provide reasonably requested transition services on an as needed basis during the administrative leave period. This structure ensured a smooth transition of a key leadership function at our Company during a critical commercial period as we ended 2023 with four new products in various stages of launch. Mr. Hansen received 35% of his target cash bonus award, as determined based on the Company’s achievements under the previously filed 2023 Sr. Management Cash Bonus Plan. Mr. Hansen is also entitled to COBRA premiums for up to six months following December 31, 2023. In addition, equity awards held by Mr. Hansen as of December 31, 2023 will continue to vest through June 28, 2024. Mr. Hansen did not receive any cash severance or equity acceleration. On December 5, 2023, the Company and Mr. Berger entered into a transition and consulting agreement (“DB Agreement”) with the Company, pursuant to which, beginning January 1, 2024, Mr. Berger will remain a part-time employee of the Company, providing advisory services to the Company at a base salary rate of $29,139 per month, paid in accordance with the Company’s regular payroll schedule, until June 30, 2024, unless terminated earlier by either party (such date, the “Separation Date,” and such period, the “Advisory Period”). Mr. Berger will also receive a one-time retention payment of $43,709 if he remains employed by the Company until June 30, 2024 and provides the Company with a timely and effective release and waiver of claims following the Separation Date and complies with his obligations under the DB Agreement. Mr. Berger will be entitled to continued vesting of all outstanding equity awards during the Advisory Period and received his 2023 corporate performance bonus. If the Company terminates Mr. Berger’s employment without Cause (as defined in the DB Agreement) or due to Mr. Berger’s death or disability before the end of the Advisory Period, (i) all remaining payments in the Advisory Period (which, for clarity, does not include the retention payment described above) will be accelerated and paid to Mr. Berger, (ii) the vesting of all of Mr. Berger’s outstanding equity awards will be accelerated as to the number of shares that would have vested as of June 30, 2024, and (iii) Mr. Berger will be entitled to continuing health insurance coverage through the Separation Date and COBRA premium payments from the Separation Date until December 31, 2024 (collectively, the “Severance Benefits”). Mr. Berger’s right to receive the Severance Benefits are subject to the DB Agreement becoming effective before the Separation Date and Mr. Berger complying with his obligations under the DB Agreement, including providing the Company with an effective general release of claims in favor of the Company. Beginning on the Separation Date and continuing through December 31, 2024, unless terminated earlier by either party (the “Consulting Period”), Mr. Berger will provide consulting services to the Company on a part-time basis. As consideration for Mr. Berger’s consulting services during the Consulting Period, Mr. Berger will be eligible to vest as to any performance-based equity awards, but all time-based vesting for his outstanding equity awards will cease as of the Separation Date. Mr. Berger did not receive any cash severance or equity acceleration.

  88. EMPLOYMENT SEVERANCE AGREEMENTS

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  89. EMPLOYMENT SEVERANCE AGREEMENTS

    | Compensation Discussion and Analysis | |

  90. EMPLOYMENT SEVERANCE AGREEMENTS

    Executive Compensation Tables

  91. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides a summary of the compensation of our NEOs for the fiscal years ended December 31, 2023, 2022, and 2021, as applicable:

  92. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | John Sheridan President and Chief Executive Officer | 2023 | $710,700 | $3,663,250 | $— | $266,513 | $11,140 | $4,651,603 | | | 2022 | $710,700 | $3,452,202 | $1,700,348 | $359,418 | $155,847 | $6,378,515 | | | 2021 | $690,000 | $2,069,974 | $2,069,998 | $905,370 | $4,540 | $5,739,882 | | Leigh Vosseller Executive Vice President, Chief Financial Officer and Treasurer | 2023 | $437,091 | $707,727 | $— | $98,345 | $7,946 | $1,251,109 | | | 2022 | $437,091 | $732,050 | $360,598 | $132,628 | $95,714 | $1,758,081 | | | 2021 | $424,360 | $424,312 | $424,335 | $339,403 | $878 | $1,613,288 | | Elizabeth Gasser Executive Vice President, Chief Strategy and Product Officer | 2023 | $437,091 | $707,727 | $— | $98,345 | $7,478 | $1,250,641 | | | 2022 | $437,091 | $732,050 | $360,598 | $132,628 | $37,110 | $1,699,477 | | | 2021 | $424,360 | $424,312 | $424,335 | $339,403 | $878 | $1,613,288 | | Susan Morrison Executive Vice President, Chief Administrative Officer | 2023 | $437,091 | $707,727 | $— | $98,345 | $2,770 | $1,245,933 | | | 2022 | $437,091 | $732,050 | $360,598 | $132,628 | $105,040 | $1,767,407 | | | 2021 | $424,360 | $424,312 | $424,335 | $339,403 | $585 | $1,612,995 | | Mark Novara(1) Executive Vice President, Chief Commercial Officer | 2023 | $57,480 | $2,547,354 | $— | $11,348 | $100,773 | $2,716,955 | | David Berger Former Executive Vice President, Chief Operating Officer | 2023 | $437,091 | $707,727 | $— | $98,345 | $7,946 | $1,251,109 | | | 2022 | $437,091 | $732,050 | $360,598 | $132,628 | $100,457 | $1,762,824 | | | 2021 | $424,360 | $424,312 | $424,335 | $339,403 | $1,346 | $1,613,756 | | Brian Hansen Former Executive Vice President, Chief Commercial Officer | 2023 | $437,091 | $707,727 | $— | $98,345 | $26,305 | $1,269,468 | | | 2022 | $437,091 | $732,050 | $360,598 | $132,628 | $80,469 | $1,742,836 | | | 2021 | $424,360 | $424,312 | $424,335 | $339,403 | $17,456 | $1,629,866 |

  93. SUMMARY COMPENSATION TABLE

    1)Mr. Novara joined the Company in November 2023. 2)Amounts listed reflect the grant date fair value of stock awards granted during 2023, 2022 and 2021 calculated in accordance with FASB ASC 718, including the value of granted restricted stock units as well as performance stock units not yet deemed earned. In particular, amounts in the “Stock Awards” column include the grant date fair value of PSUs granted to our named executive officers, assuming that the target level of the Corporate Performance Metric was probable of being achieved on the date of grant. 3)Amounts listed reflect the grant date fair value of certain options awarded to each of our NEOs calculated in accordance with FASB ASC 718 (without regard to estimates of forfeitures related to service-based vesting). Information regarding assumptions made in valuing the stock option awards can be found in Note 8 of the “Notes to Financial Statements” included in Item 8 of our Annual Report. The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our NEOs with respect to the options. For more information about equity awards granted in 2022, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2022 LTI Equity Compensation Program.”

  94. SUMMARY COMPENSATION TABLE

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  95. SUMMARY COMPENSATION TABLE

    | Compensation Discussion and Analysis | |

  96. SUMMARY COMPENSATION TABLE

    4)Amounts listed reflect the amounts earned and paid under the cash bonus plan for the respective years stated, based on our achievement related to certain pre-established financial performance objectives, product development milestones and customer-related objectives for 2023, 2022 and 2021. Our 2023 Cash Bonus Plan is described in the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2023 Short-Term Cash Incentive Program Summary and Results.” 5)During fiscal year 2023, Mr. Hansen participated in our incentive award trip for selected members of our executive and sales teams. The amount listed for Mr. Hansen in the table below include the incremental costs to us of meals, entertainment and other expenses of $11,628, as well as statutory tax with respect to the imputed income associated with the trip of $5,561. The remaining amounts for each of our NEOs reflect the value of sign-on bonuses, premiums paid by us for group term life insurance for the benefit of our NEOs and matching contributions on the NEO’s behalf under our 401(k) Plan as listed in the table below.

  97. SUMMARY COMPENSATION TABLE

    | Name | Other Travel Expenses | Sign-on Bonus | Group Term Life Insurance | 401(k) Employer Contributions | 2023 All Other Compensation | | John Sheridan | $— | $— | $4,540 | $6,600 | $11,140 | | Leigh Vosseller | $— | $— | $1,346 | $6,600 | $7,946 | | Elizabeth Gasser | $— | $— | $878 | $6,600 | $7,478 | | Susan Morrison | $— | $— | $585 | $2,185 | $2,770 | | Mark Novara | $— | $100,000(1) | $101 | $672 | $100,773 | | David Berger | $— | $— | $1,346 | $6,600 | $7,946 | | Brian Hansen | $17,189 | $— | $2,516 | $6,600 | $26,305 |

  98. SUMMARY COMPENSATION TABLE

    1)Mr. Novara’s signing bonus served primarily as a replacement of approximately $100,000 in forfeited compensation opportunities from his prior employment. The sign-on bonus for Mr. Novara is deemed fully-earned after 24 months of continuous active employment. Should his employment terminate for any reason, including involuntarily for performance, before he has completed twelve (12) months of continuous active employment, 100% of the bonus is required to be repaid to the Company. Should his employment with the Company terminate for any reason after twelve (12) months but before completing twenty-four (24) months of continuous active employment, a prorated portion of the bonus would be required to be repaid to the Company.

  99. SUMMARY COMPENSATION TABLE

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  100. SUMMARY COMPENSATION TABLE

    | Compensation Discussion and Analysis | |

  101. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table presents, for each of our NEOs, information concerning grants of plan-based awards made during the fiscal year ended December 31, 2023. This information supplements the information about these awards set forth in the Summary Compensation Table above.

  102. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Possible Payouts Under 2023 Cash Bonus Plan(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of RSUs Granted (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | | | Minimum(2) | Target | Maximum | Threshold | Target | Maximum | | | | John Sheridan | | $— | $710,700 | $1,421,400 | | | | | | | | 5/25/2023 | | | | 32,829 | 65,659 | 131,318 | 65,659 | $3,663,250 | | Leigh Vosseller | | $— | $262,255 | $524,510 | | | | | | | | 5/25/2023 | | | | 4,441 | 8,883 | 17,766 | 18,037 | $707,727 | | Elizabeth Gasser | | $— | $262,255 | $524,510 | | | | | | | | 5/25/2023 | | | | 4,441 | 8,883 | 17,766 | 18,037 | $707,727 | | Susan Morrison | | $— | $262,255 | $524,510 | | | | | | | | 5/25/2023 | | | | 4,441 | 8,883 | 17,766 | 18,037 | $707,727 | | Mark Novara(6) | | $— | $43,709 | $87,418 | | | | | | | | 12/15/2023 | | | | | | | 88,975 | $2,547,354 | | David Berger | | $— | $262,255 | $524,510 | | | | | | | | 5/25/2023 | | | | 4,441 | 8,883 | 17,766 | 18,037 | $707,727 | | Brian Hansen | | $— | $262,255 | $524,510 | | | | | | | | 5/25/2023 | | | | 4,441 | 8,883 | 17,766 | 18,037 | $707,727 |

  103. GRANTS OF PLAN-BASED AWARDS

    1)Amounts listed reflect the target and maximum amount of payouts under the 2023 Cash Bonus Plan. The 2023 Cash Bonus Plan was designed to reward plan participants for their individual contributions to our achievement of pre-established financial performance objectives and significant product development milestones and customer-related objectives for 2023. The actual amounts paid to our NEOs pursuant to the plan are set forth in the Summary Compensation Table above. For more information about the terms of the 2023 Cash Bonus Plan, including the calculation of the actual amounts paid pursuant to the plan, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2023 Short-Term Cash Incentive Program Summary and Results.” 2)Each of the three components of the 2023 Cash Bonus Plan may be earned independent of one another. If the Company does not achieve any portion of the Cash Bonus Plan, no payouts will be made unless the Compensation Committee, in its sole discretion, determines that there are other factors that merit consideration in the determination of bonus awards, which may be determined on an individual basis. 3)For more information about PSU equity awards granted in 2023, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2023 LTI Equity Compensation Program.” 4)Amounts listed reflect the RSU awards granted to our NEOs in 2023. Each of these RSUs vest over a period of 36 months, with 33% of the shares vesting on the date that is 12 months following the date of grant, and the remaining 67% of the shares vesting in equal quarterly installments over the remaining 24 months. For more information about equity awards granted in 2023, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2023 LTI Equity Compensation Program.” 5)Amounts listed reflect the grant date fair value of the stock awards (RSUs and PSUs) granted to each of our NEOs in 2023, calculated in accordance with FASB ASC 718 (without regard to estimates of forfeitures related to service-based vesting). 6)Mr. Novara joined the Company in November 2023. The bonus amounts reflected above are prorated based on his start date. Mr. Novara’s stock award was approved by the Compensation Committee following a recommendation based on benchmark data for his position provided by WTW, our independent compensation consultant. To attract Mr. Novara to the Company, his offer included a new hire equity incentive grant valued at approximately 400% of his annual salary, or approximately $1.7 million. Consistent with the Company’s grant calculation process, Mr. Novara’s award was calculated by dividing the grant value by the three-month trailing average Company stock price to arrive at the quantity of shares granted. In the three-month period before Mr. Novara’s grant, the Company’s stock price decreased significantly. As a result, the price used to calculate the quantity of shares was $19.65 per share. The fair market value on the date of Mr. Novara’s grant was $28.63 per share, which was used for reporting the fair value of the award in the above table in accordance with ASC 718. In the future, his annual grants are anticipated to be in-line with our other NEOs serving in the role of executive vice president. Mr. Novara’s equity grant vests over a period of 36 months, with 33% of the shares vesting on the date that is 12 months following the grant date, and the remaining 67% of the shares vesting in equal quarterly installments over the remaining 24 months, subject to continued employment and the terms of the 2023 Plan.

  104. GRANTS OF PLAN-BASED AWARDS

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  105. GRANTS OF PLAN-BASED AWARDS

    | Compensation Discussion and Analysis | |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following two tables summarize the outstanding RSU and stock option awards held by our NEOs as of December 31, 2023:

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Restricted Stock Units | | | Performance Stock Units | | | Name | Grant Date(1) | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested(3) | | John Sheridan | 5/27/2020 | 1,639 | $48,482 | N/A | N/A | | | 5/18/2021 | 4,755 | $140,653 | 8,620 | $254,980 | | | 5/25/2022 | 13,418 | $396,904 | 26,047 | $770,470 | | | 5/25/2023 | 65,659 | $1,942,193 | 65,659 | $1,942,193 | | Leigh Vosseller | 5/27/2020 | 813 | $24,049 | N/A | N/A | | | 5/18/2021 | 975 | $28,841 | 1,767 | $52,268 | | | 5/25/2022 | 2,846 | $84,185 | 5,523 | $163,370 | | | 5/25/2023 | 18,037 | $533,534 | 8,883 | $262,759 | | Elizabeth Gasser | 5/27/2020 | 745 | $22,037 | N/A | N/A | | | 5/18/2021 | 975 | $28,841 | 1,767 | $52,268 | | | 5/25/2022 | 2,846 | $84,185 | 5,523 | $163,370 | | | 5/25/2023 | 18,037 | $533,534 | 8,883 | $262,759 | | Susan Morrison | 5/27/2020 | 813 | $24,049 | N/A | N/A | | | 5/18/2021 | 975 | $28,841 | 1,767 | $52,268 | | | 5/25/2022 | 2,846 | $84,185 | 5,523 | $163,370 | | | 5/25/2023 | 18,037 | $533,534 | 8,883 | $262,759 | | Mark Novara | 12/15/2023 | 88,975 | $2,631,881 | N/A | N/A | | David Berger | 5/27/2020 | 813 | $24,049 | N/A | N/A | | | 5/18/2021 | 975 | $28,841 | 1,767 | $52,268 | | | 5/25/2022 | 2,846 | $84,185 | 5,523 | $163,370 | | | 5/25/2023 | 18,037 | $533,534 | N/A | N/A | | Brian Hansen | 5/27/2020 | 813 | $24,049 | N/A | N/A | | | 5/18/2021 | 975 | $28,841 | N/A | N/A | | | 5/25/2022 | 2,846 | $84,185 | N/A | N/A | | | 5/25/2023 | 18,037 | $533,534 | N/A | N/A |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    1)RSUs granted in 2020 and 2021 vest over a 48-month period from the date of grant as follows: 25% shall vest 12 months from the grant date, and the remaining balance shall vest in 12 quarterly installments thereafter. RSUs granted in 2022 and 2023 vest over a 36-month period from the date of grant as follows: 33% shall vest 12 months from the grant date, and the remaining balance shall vest in 8 quarterly installments thereafter. 2)The market value of unvested RSU awards as of December 31, 2023 is calculated by multiplying the number of shares subject to such awards by the closing price of our Common Stock on December 31, 2023, which was $29.58. 3)Represents PSUs granted, the market value of which is calculated by multiplying the number of shares subject to such awards by the closing price of our Common Stock on December 31, 2023, which was $29.58. PSUs granted in 2021 and 2022 vest on December 31, 2024, and PSUs granted in 2023 shall vest on December 31, 2025.

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Tandem Diabetes Care | 68 | 2024 Proxy Statement |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Compensation Discussion and Analysis | |

  111. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date(2) | | John Sheridan | 5,639 | — | $119.20 | 5/21/2025 | | | 8,460 | — | $69.50 | 2/16/2026 | | | 63,000 | — | $18.86 | 6/14/2028 | | | 105,000 | — | $51.50 | 2/15/2029 | | | 105,000 | — | $48.36 | 2/25/2029 | | | 27,119 | 3,153(3) | $82.34 | 5/27/2030 | | | 25,015 | 13,718(4) | $81.63 | 5/18/2031 | | | 21,263 | 19,025(5) | $65.28 | 5/25/2032 | | Leigh Vosseller | 2,711 | — | $119.20 | 5/21/2025 | | | 3,390 | — | $69.50 | 2/16/2026 | | | 6,780 | — | $23.00 | 12/16/2026 | | | 2,340 | — | $9.00 | 5/17/2027 | | | 15,160 | — | $18.86 | 6/14/2028 | | | 105,000 | — | $51.50 | 2/15/2029 | | | 13,448 | 1,564(3) | $82.34 | 5/27/2030 | | | 5,128 | 2,812(4) | $81.63 | 5/18/2031 | | | 4,509 | 4,035(5) | $65.28 | 5/25/2032 | | Elizabeth Gasser | 19,123 | 1,594 | $89.54 | 2/18/2030 | | | 6,881 | 1,433(3) | $82.34 | 5/27/2030 | | | 5,128 | 2,812(4) | $81.63 | 5/18/2031 | | | 4,509 | 4,035(5) | $65.28 | 5/25/2032 | | Susan Morrison | 5,639 | — | $119.20 | 5/21/2025 | | | 8,460 | — | $69.50 | 2/16/2026 | | | 16,920 | — | $23.00 | 12/16/2026 | | | 20,000 | — | $18.86 | 6/14/2028 | | | 105,000 | — | $51.50 | 2/15/2029 | | | 13,448 | 1,564(3) | $82.34 | 5/27/2030 | | | 5,128 | 2,812(4) | $81.63 | 5/18/2031 | | | 4,509 | 4,035(5) | $65.28 | 5/25/2032 | | David Berger | 5,639 | — | $119.20 | 5/21/2025 | | | 8,460 | — | $69.50 | 2/16/2026 | | | 16,920 | — | $23.00 | 12/16/2026 | | | 105,000 | — | $51.50 | 2/15/2029 | | | 13,448 | 1,564(3) | $82.34 | 5/27/2030 | | | 5,128 | 2,812(4) | $81.63 | 5/18/2031 | | | 4,509 | 4,035(5) | $65.28 | 5/25/2032 | | Brian Hansen | 40,000 | — | $51.50 | 2/15/2029 | | | 13,448 | 1,564(3) | $82.34 | 5/27/2030 | | | 5,128 | 2,812(4) | $81.63 | 5/18/2031 | | | 4,509 | 4,035(5) | $65.28 | 5/25/2032 |

  112. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    1)Stock options are granted with an exercise price equal to the closing price of our Common Stock on the grant date. 2)The expiration date of the option awards is ten years from the date of grant. 3)Amount listed reflects options to purchase shares of our Common Stock that were granted on May 27, 2020 and remained unvested as of December 31, 2023. The shares underlying these options shall vest as to 25% of the shares on May 27 2021, the first anniversary of the grant date, and thereafter the remaining shares vest in 36 equal monthly installments until February 25, 2023, provided that the option holder continues to provide services to us through such dates. 4)Amount listed reflects options to purchase shares of our Common Stock that were granted on May 18, 2021 and remained unvested as of December 31, 2023. The shares underlying these options shall vest as to 25% of the shares on May 18 2022, the first anniversary of the grant date, and thereafter the remaining shares vest in 36 equal monthly installments until May 18, 2025, provided that the option holder continues to provide services to us through such dates. 5)Amount listed reflects options to purchase shares of our Common Stock that were granted on May 25, 2022 and remained unvested as of December 31, 2023. The shares underlying these options shall vest as to 33% of the shares on May 15 2023, and thereafter the remaining shares vest in 24 equal monthly installments until May 15, 2025, provided that the option holder continues to provide services to us through such dates.

  113. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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  114. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Compensation Discussion and Analysis | |

  115. OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END

    OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END

  116. OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John Sheridan | — | $— | 19,866 | $578,932 | | Leigh Vosseller | — | $— | 5,120 | $147,419 | | Elizabeth Gasser | — | $— | 4,985 | $143,733 | | Susan Morrison | — | $— | 5,120 | $147,149 | | David Berger | 10,000 | $223,284 | 5,120 | $147,419 | | Brian Hansen | — | $— | 5,120 | $147,419 |

  117. OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END

    1) In accordance with applicable SEC rules, the amounts in this column reflect the aggregate dollar amount realized upon exercise of the options, determined by taking the difference between the market price of our Common Stock at exercise and the exercise price of the options.

  118. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON CHANGE OF CONTROL The following table summarizes the potential payments and benefits that would have been paid or provided to our NEOs if a termination of employment had occurred on December 31, 2023, provided that such termination was a result of an involuntary termination or a resignation for good reason and occurred within three months before or 12 months following a change of control. The amounts reflected in the table are in addition to amounts that would have been payable for accrued but unpaid base salary and reimbursement of expenses, all of which would be paid upon termination of employment for any reason. Except as noted above, no payments or benefits will be provided to our NEOs in connection with a termination of employment as a result of a voluntary resignation or a termination for cause.

  119. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

    | Involuntary Termination or Resignation for Good Reason in Connection with a Change of Control | | | | | | Type of Payment or Benefit: | | | | Name | Severance(1) | Accelerated Stock Options(2) | Accelerated RSUs(2) | | John Sheridan | $2,842,800 | $— | $5,615,940 | | Leigh Vosseller | $1,049,018 | $— | $1,173,616 | | Elizabeth Gasser | $1,049,018 | $— | $1,171,605 | | Susan Morrison | $1,049,018 | $— | $1,173,616 | | Mark Novara | $1,049,018 | $— | $2,631,881 | | David Berger(3) | $1,049,018 | $— | $1,173,616 | | Brian Hansen(4) | $1,049,018 | $— | $1,173,616 |

  120. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

    1)Amount listed reflects 18 months’ worth of base salary plus target bonus for the year ended December 31, 2023 for each of Ms. Vosseller, Ms. Gasser, Ms. Morrison, Mr. Novara, and Mr. Berger, and 24 months’ worth of base salary plus target bonus for the year ended December 31, 2023 for Mr. Sheridan. 2)Amount listed reflects acceleration of RSUs based on the closing price of our Common Stock on December 31, 2023 of $29.58. 3)On December 5, 2023, the Company and Mr. Berger entered into a transition and consulting agreement. For additional information, see the section entitled, “Employment Severance Agreements.” 4)On August 18, 2023, the Company and Mr. Hansen entered into a separation agreement. For additional information, see the section entitled, “Employment Severance Agreements.”

  121. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

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  122. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

    | Compensation Discussion and Analysis | |

  123. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE In accordance with applicable SEC rules, we determined that the 2023 annualized total compensation of the median compensated employee of all our employees who were employed as of November 1, 2023, other than our Chief Executive Officer at that time, Mr. Sheridan, was $86,799. Mr. Sheridan’s 2023 annualized total compensation was $4,651,603. Among other items, total compensation includes base salary, cash incentive awards and equity-based compensation awards (valued based on the grant date fair value of awards granted during 2023), calculated as of December 31, 2023. As calculated in this manner, Mr. Sheridan’s 2023 annual total compensation was approximately 51 times that of the 2023 annualized total compensation of our median compensated employee. To identify the median compensated employee consistent with SEC rules, we used base salary for 2023 as a measure of annual total compensation. As of November 1, 2023, we had 2,402 employees who were employed and not on leaves of absence, consisting of 2,326 U.S. employees, and 76 employees located in Canada and Europe. As permitted by applicable SEC rules, we did not include any of our 76 employees located outside the United States, consisting of approximately 3% of our total employee population, pursuant to the de minimis exemption for foreign employees. Except for these foreign employees, we did not exclude from the calculation of the median employee any other employees pursuant to any other permitted exemptions. We did not apply any cost-of-living adjustments as part of the calculation. We believe the pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules based on our internal payroll and employment records and the methodology described above. However, because the SEC rules for identifying the median compensated 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 compensation practices, the pay ratio reported by other companies (including other companies within our peer group) may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  124. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The table below sets forth key pay versus performance metrics for the past four fiscal years. Compensation Actually Paid (“CAP”) does not represent the value of cash and shares of our Common Stock received by NEOs during the year, but rather is an amount calculated under SEC rules and includes year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, amounts under the caption CAP below differ from compensation actually received by our NEOs and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  125. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | CAP to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEOs(2)(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return TSR(4) | Net Income (loss) ($ in millions)(5) | Sales ($ in millions)(6) | | 2023 | $4,651,603 | $1,510,100 | $1,497,536 | $1,086,227 | $49.62 | $106.34 | $(222.6) | $747.7 | | 2022 | $6,378,515 | $(8,343,937) | $1,746,125 | $(3,175,063) | $75.41 | $99.81 | $(94.6) | $801.2 | | 2021 | $5,739,882 | $16,412,581 | $1,616,639 | $5,058,736 | $252.51 | $125.43 | $15.6 | $702.8 | | 2020 | $3,790,739 | $11,403,151 | $1,956,362 | $6,027,149 | $160.51 | $130.04 | $(34.4) | $498.8 |

  126. PAY VERSUS PERFORMANCE TABLE

    1)John F. Sheridan, our Chief Executive Officer, was our PEO for each year reported. 2)The non-PEO NEOs, for each year reported were as follows: •2023: David B. Berger, Elizabeth A. Gasser, Brian B. Hansen, Susan M. Morrison, Mark D. Novara and Leigh A. Vosseller. •2022: David B. Berger, Elizabeth A. Gasser, Brian B. Hansen, Susan M. Morrison and Leigh A. Vosseller. •2021: David B. Berger, Elizabeth A. Gasser, Brian B. Hansen, Susan M. Morrison and Leigh A. Vosseller. •2020: David B. Berger, Brian B. Hansen, Susan M. Morrison and Leigh A. Vosseller.

  127. PAY VERSUS PERFORMANCE TABLE

    | Tandem Diabetes Care | 71 | 2024 Proxy Statement |

  128. PAY VERSUS PERFORMANCE TABLE

    | Compensation Discussion and Analysis | |

  129. PAY VERSUS PERFORMANCE TABLE

    3)SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the table above. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions. The following table details the adjustments that were made to determine the CAP for the PEO and the average for non-PEO NEOs in 2023:

  130. PAY VERSUS PERFORMANCE TABLE

    | Year | Executive(s) | Summary Compensation Table Total | Deduct: Stock Awards Granted in Year | Add: Year-End Fair Value of Unvested Equity Awards Granted in Year* | Add: Change in Year-End Fair Value of Unvested Equity Awards Granted in Prior Years | Add: Change in Year-End Fair Value of Equity Awards Granted in Prior Years Which Vested in Year | CAP | | 2023 | PEO | $4,651,603 | $(3,663,250) | $3,884,386 | $(2,114,206) | $(1,248,433) | $1,510,100 | | | Non-PEO NEOs | $1,497,536 | $(707,727) | $1,102,225 | $(467,234) | $(338,573) | $1,086,227 |

  131. PAY VERSUS PERFORMANCE TABLE

    *The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. 4)For the relevant fiscal year, represents the cumulative TSR of our common stock and the NASDAQ Health Care Index (IXHC) at the end of each fiscal year. TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. 5)The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. 6)As required by Item 402(v) of Regulation S-K, we have determined that Sales is the Company-Selected Measure.

  132. DIRECTOR COMPENSATION OVERVIEW

    DIRECTOR COMPENSATION OVERVIEW Our director compensation program is intended to provide a total compensation package that enables us to attract and retain diverse, qualified and experienced individuals to serve as our directors, and to align our directors’ interests with those of our stockholders.

  133. DIRECTOR COMPENSATION PROGRAM FOR 2023

    DIRECTOR COMPENSATION PROGRAM FOR 2023 During 2023, our non-employee directors earned a cash retainer for service on our board of directors and an additional amount for service on each committee of which the director was a member. The Chair of our board of directors earned a higher annual retainer for such service (which was in lieu of, and not in addition to, director annual retainers), and the chair of each committee earned a higher annual retainer for such service (which was in lieu of, and not in addition to, member annual retainers). The annual cash retainers for directors and committee members were pro-rated based on the period of time during which service was provided during the year and generally were paid on a quarterly basis.

  134. DIRECTOR COMPENSATION PROGRAM FOR 2023

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  135. DIRECTOR COMPENSATION PROGRAM FOR 2023

    | Compensation Discussion and Analysis | |

  136. DIRECTOR COMPENSATION PROGRAM FOR 2023

    Under the director compensation program, the annual fees non-employee directors earned for service on our board of directors, and for service on each committee of our board of directors of which the director was a member, during 2023 were consistent with 2022 as follows:

  137. DIRECTOR COMPENSATION PROGRAM FOR 2023

    | | Member Annual Retainer | Chair Annual Retainer | | Board of Directors | $53,000 | $103,000 | | Audit Committee | $10,000 | $23,000 | | Compensation Committee | $9,000 | $19,000 | | Nominating and Corporate Governance Committee | $6,300 | $16,300 | | Cybersecurity and Data Privacy Subcommittee | $5,000 | N/A |

  138. DIRECTOR COMPENSATION PROGRAM FOR 2023

    In 2023, Mr. Allen’s annual cash compensation for serving as our Lead Independent Director was $25,000, which was in addition to his participation in our director compensation program. Following the appointment of Rebecca Robertson, an independent member of the Board of Directors, to Board Chair in March 2023, Mr. Allen ceased to serve in the additional role of Lead Independent Director. For 2023, each non-employee director who commenced service on our board of directors was eligible to receive an onboarding award consisting of either stock options with an aggregate Black-Scholes value of $300,000, or restricted stock awards with an aggregate grant date fair value of $300,000. The form of the award was determined by our board of directors (or a designated committee thereof) at the time of each grant. Initial onboarding grants are anticipated to be issued in the form of restricted stock awards, which vest in equal annual installments over a three-year period, subject to the director’s continued service. In addition, on the date of the 2023 annual meeting of stockholders, each non-employee director continuing to serve as a director following the annual meeting was granted restricted stock awards in such number or quantity of shares (rounded down to the nearest whole number of shares) determined by dividing $180,000 by the average of the daily closing market price of the Company’s common stock during the three calendar months immediately preceding the month of grant. These annual grants, which in 2023 were issued in the form of restricted stock awards, were prorated based on the number of full months of service on our board of directors since the prior annual meeting of stockholders, and vest annually.

  139. DIRECTOR COMPENSATION PROGRAM FOR 2023

    | Tandem Diabetes Care | 75 | 2024 Proxy Statement |

  140. DIRECTOR COMPENSATION PROGRAM FOR 2023

    | Compensation Discussion and Analysis | |

  141. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table provides a summary of the compensation of our non-employee directors for the fiscal year ended December 31, 2023.

  142. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards($)(1) | Total | | Dick Allen | $89,717 | $124,950 | $214,667 | | Kim Blickenstaff | $73,833 | $124,950 | $198,783 | | Myoungil Cha | $62,000 | $114,552 | $176,552 | | Peyton Howell | $65,333 | $124,950 | $190,283 | | Joao Malagueira | $63,000 | $114,552 | $177,552 | | Kathleen McGroddy-Goetz | $64,300 | $124,950 | $189,250 | | Rebecca Robertson | $97,834 | $124,950 | $222,784 | | Rajwant Sodhi | $64,300 | $124,950 | $189,250 | | Christopher Twomey | $76,000 | $124,950 | $200,950 |

  143. DIRECTOR COMPENSATION TABLE

    1)Amounts listed reflect the grant date fair value of RSUs granted during 2023, computed in accordance with FASB ASC 718. A discussion of our valuation assumptions can be found in Note 8 of the “Notes to Financial Statements” included in Item 8 of our Annual Report. The following table summarizes the aggregate number of shares subject to outstanding equity awards held by our non-employee directors as of December 31, 2023:

  144. DIRECTOR COMPENSATION TABLE

    | Name | Aggregate Number of RSU Awards | Aggregate Number of Option Awards | | Dick Allen | 4,434 | 11,700 | | Kim Blickenstaff | 4,434 | 151,414 | | Myoungil Cha | 7,563 | — | | Peyton Howell | 4,434 | — | | Joao Malagueira | 7,563 | — | | Kathleen McGroddy-Goetz | 4,434 | — | | Rebecca Robertson | 4,434 | 33,447 | | Rajwant Sodhi | 5,504 | — | | Christopher Twomey | 4,434 | 40,832 |

  145. DIRECTOR COMPENSATION TABLE

    | Tandem Diabetes Care | 76 | 2024 Proxy Statement |

  146. DIRECTOR COMPENSATION TABLE

    | Compensation Committee Report | |

  147. DIRECTOR COMPENSATION TABLE

    Compensation Committee Report The compensation committee of the board of directors of Tandem Diabetes Care, Inc. reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement, including the related compensation tables, notes and narrative discussion. Based on our review and discussion, we recommended to the board of directors that the Compensation Discussion and Analysis section, including the related compensation tables, notes and narrative discussion, be included in this Proxy Statement and incorporated into the Company’s Annual Report for the fiscal year ended December 31, 2023. The foregoing report has been furnished by the compensation committee. Respectfully submitted,