DEF 14A of Tactile Systems Technology Inc
Filed Mar 28, 2025 · FY20240001558370-25-003924
Nominees for Director
Nominees for Director Set forth below are the biographies of each nominee for director, as well as a discussion of the particular experience, qualifications, attributes, and skills that led our Board of Directors to conclude that each person nominated to serve should serve as a director. In addition to the information presented below, we believe that each director meets the minimum qualifications established by the Nominating and Corporate Governance Committee of our Board of Directors.
Nominees for Director
| | William W. Burke Chairman of the Board of Directors | | | Age: 65 Director Since: 2015 Board Committees: Nominating and Corporate Governance Committee | | Professional Background and Experience | | | Mr. Burke served as President of Austin Highlands Advisors, LLC, a provider of corporate advisory services, from November 2015 to June 2024. He served as Executive Vice President and Chief Financial Officer of IDEV Technologies, a peripheral vascular devices company, from November 2009 until the company was acquired by Abbott Laboratories in August 2013. From August 2004 to December 2007, he served as Executive Vice President and Chief Financial Officer of ReAble Therapeutics, a diversified orthopedic device company that was sold to The Blackstone Group in a going private transaction in 2006 and subsequently merged with DJO Incorporated in November 2007. Mr. Burke remained with ReAble until June 2008. From 2001 to 2004 he served as Chief Financial Officer of Cholestech Corporation, a medical diagnostic products company. Other Directorships Mr. Burke has served on the board of directors of numerous public and private companies. He currently serves on the boards of Adtalem Global Education Inc. (NYSE: ATGE), CeriBell, Inc. (NASDAQ: CBLL) and Nalu Medical, Inc. He previously served on the board of directors of EQ Health Acquisition Corp., Invuity, Inc. (acquired by Stryker Corporation in October 2018), LDR Holding Corporation (acquired by Zimmer Biomet in July 2016) and Medical Action Industries (acquired by Owens & Minor in October 2014). Qualifications We believe Mr. Burke is qualified to serve on our Board of Directors because of his significant experience as a senior executive and as a board member of multiple public companies. His extensive understanding of culture, financing and operating strategy enhances the Board’s governance and strategy capabilities. | |
Nominees for Director
| 10 | Tactile Systems Technology, Inc. |
Nominees for Director
| | Valerie L. Asbury | | | Age: 65 Director Since: 2022 Board Committees: Audit Committee/Nominating and Corporate Governance Committee (Chair) | | Professional Background and Experience | | | Ms. Asbury has served as President and Chief Executive Officer of LifeScan, Inc., a diagnostic systems manufacturer with products focusing on the diabetes market, since October 2018. Prior to October 2018, LifeScan was a subsidiary of Johnson & Johnson. Ms. Asbury held various positions at Johnson & Johnson beginning in 1998, serving in various leadership roles of increasing responsibility across five different medical device and pharmaceutical divisions, including 10 years in the diabetes consumer medical device space, where she focused on strategic growth and talent development. Her most recent positions at Johnson & Johnson were Global President, Diabetes Solutions from 2013 to 2018, including the Global LifeScan subsidiary until its sale in October 2018. Other Directorships Ms. Asbury serves as an independent director of the Board to Nixon Medical, a family-owned Medical Apparel and Linen Service Specialist, based in Delaware. She has served on the Nixon Medical Board since 2019 and currently Chairs the President's Evaluation Committee. Qualifications We believe Ms. Asbury is qualified to serve on our Board of Directors because of her extensive industry and leadership experience. | |
Nominees for Director
| | Sheri L. Dodd Chief Executive Officer of the Company | | | Age: 59 Director Since: 2021 Board Committees: N/A | | Professional Background and Experience | | | Ms. Dodd has served as Chief Executive Officer of the Company since July of 2024. Prior to that she served as President, Medtronic Canada at Medtronic plc. In her role she was responsible for all commercial activities related to the sale and distribution of the Medtronic portfolio in Canada. She joined Medtronic in March 2010 and has served in Vice President positions, including healthcare economics and market access, clinical research, and general management for the non-intensive diabetes therapies business and the remote patient monitoring business. From November 1997 until March 2010, Ms. Dodd held various positions with Johnson & Johnson, most recently as a Vice President of health economics and reimbursement for Ethicon, Inc. Ms. Dodd also served as an outcomes researcher with Orthopedic Surgeons, plc from January 1995 until November 1997. From May 1988 until September 1993, Ms. Dodd served as a project manager with the World Health Organization Qualifications We believe Ms. Dodd is qualified to serve on our Board of Directors because of her business experience in clinical and healthcare economics, reimbursement and home-based remote patient monitoring, as well as her role as our Chief Executive Officer. | |
Nominees for Director
| 2025 Proxy Statement | 11 |
Nominees for Director
| | Raymond O. Huggenberger | | | Age: 66 Director Since: 2017 Board Committees: Compensation and Organization Committee (Chair)/Compliance and Reimbursement Committee | | Professional Background and Experience | | | Mr. Huggenberger served as a member of the board of directors of Inogen, Inc. (Nasdaq: INGN) from 2008 to December 2021. Mr. Huggenberger served as Inogen’s Chief Executive Officer from 2008 to February 2017 and also served as Inogen’s President from 2008 until January 2016. Prior to joining Inogen, Mr. Huggenberger held various management positions with Sunrise Medical Inc., a global manufacturer and distributor of durable medical equipment, culminating as its President and Chief Operating Officer. Other Directorships Mr. Huggenberger currently serves on the board of directors of Avation Medical, a private medical device company. Mr. Huggenberger previously served on the board of directors of Intricon Corporation (Nasdaq: IIN), a medical technology company. Qualifications We believe Mr. Huggenberger is qualified to serve on our Board of Directors because of his management experience and service on other boards. | |
Nominees for Director
| | Laura G. King | | | Age: 61 Director Since: 2025 Board Committees: Audit Committee/Compliance and Reimbursement Committee | | Professional Background and Experience | | | Ms. King is a co-founder and has served as Chief Executive Officer of BiaCure, Inc., a developer of effective treatments for nail fungus, since 2023. Previously, Ms. King served as co-founder and the Chief Executive Officer of Elucent Medical, a medical device company, from 2014 until 2023. She also served as President and Chief Executive Officer of NeuWave Medical, a medical device company, from 2007 to 2013. Her experience includes a 22-year career at General Electric Company (GE), where she served as a Company Officer in her role as President and Chief Executive Officer of GE Healthcare’s Global Interventional Business. Her earlier experience at GE included various senior level audit and finance roles, including Chief Information Officer and Chief Financial Officer, Consumer and ECM Motors. Other Directorships Ms. King serves on the board of private companies Sonoptima, Nextrast and BiaCure Therapies, all medical device companies. Qualifications We believe that Ms. King is qualified to serve on our Board of Directors because she is a seasoned healthcare executive with a proven track record of leadership and developing innovative products that enhance patient care. | |
Nominees for Director
| 12 | Tactile Systems Technology, Inc. |
Nominees for Director
| | D. Brent Shafer | | | Age: 67 Director Since: 2022 Board Committees: Audit Committee/Compensation and Organization Committee | | Professional Background and Experience | | | Mr. Shafer currently serves as the chair and interim Chief Executive Officer of Baxter International, Inc. (NYSE: BAX), a healthcare company. He has served as a director of Baxter since May 2022. Mr. Shafer has served as a Senior Advisor to Cerner Corporation (“Cerner”), which develops and sells software systems to the healthcare industry, since October 2021. Previously, Mr. Shafer was the Chairman and Chief Executive Officer of Cerner from February 2018 until October 2021. Prior to that, Mr. Shafer served as Chief Executive Officer of Philips North America, a health technology company, and the North American division of Koninklijke Philips N.V. ("Philips") from February 2014 until 2018. In that position, Mr. Shafer oversaw a health technology portfolio that included a broad range of solutions and services covering patient monitoring, imaging, clinical informatics, sleep and respiratory care as well as a group of market-leading consumer-oriented brands, and he played a key role in helping Philips develop and strengthen its health care focus. Prior to that, Mr. Shafer served as Chief Executive Officer of the global Philips' Home Healthcare Solutions business from May 2010 until May 2014, as Chief Executive Officer of the North America region for Royal Philips Electronics from January 2009 until May 2010, and as president and Chief Executive Officer of the Healthcare Sales and Service business for Philips North America from May 2005 until May 2010. Other Directorships Mr. Shafer currently serves on the board of Baxter International, Inc. (NYSE: BAX) and Veracyte (NASDAQ: VCYT). Qualifications We believe that Mr. Shafer is qualified to serve on our Board of Directors because of his extensive industry and leadership experience. | |
Nominees for Director
| | Carmen B. Volkart | | | Age: 64 Director Since: 2023 Board Committees: Audit Committee (Chair)/Compensation and Organization Committee | | Professional Background and Experience | | | Ms. Volkart served as the Chief Financial Officer of NatureWorks LLC, an advanced material company and developer of renewably-sourced polymers and chemicals, from October 2018 to September 2023. Her responsibilities included accounting, finance and information technology. She led a successful financing for a $600M capital project. From October 2012 to July 2018, she served as Chief Financial Officer and, for a portion of that time, as Senior Vice President of Commercialization, for NxThera, Inc., a medical device company. Served as Global Chief Financial Officer of Tornier, N.V., a medical device company, from June 2010 to July 2012. She led Tornier, N.V. through a successful initial public offering in 2011. Other Directorships Ms. Volkart has served on the board of directors of numerous public and private companies. Ms. Volkart currently serves on the board of Modular Medical, Inc. (NASDAQ: MODD), a medical device company. She previously served on the board of Antares Pharma, Inc., Sonosite, Inc. and Memry Corporation. Qualifications We believe that Ms. Volkart is qualified to serve on our Board of Directors because of her extensive leadership experience and financial expertise. | |
Nominees for Director
| 2025 Proxy Statement | 13 |
Nominees for Director
| | B. Vindell Washington | | | Age: 60 Director Since: 2023 Board Committees: Nominating and Corporate Governance Committee/Compliance and Reimbursement Committee (Chair) | | Professional Background and Experience | | | Dr. Washinton serves as the Chief Clinical Officer for Care and Director of the Health Equity Center of Excellence of Verily Life Sciences, LLC, providing clinical care leadership across research and care product suites. Dr. Washington joined Verily, an Alphabet-backed health technology company focused on research, care and health financing, in January 2020 and has served as Chief Clinical Officer of Verily Health Platforms, as well as Chief Executive Officer of Verily Onduo, where he led the strategy, development and execution of Onduo, a virtual population health solution. From 2017 to 2019, he served as Executive Vice President and Chief Medical Officer of Blue Cross Blue Shield of Louisiana and was responsible for the organization’s health plan medical management, accreditation, pharmacy and provider network functions. He served as National Coordinator and Principal Deputy for the Office of the National Coordinator for Healthcare Information Technology, where he was responsible for national healthcare information technology policy from 2016 to 2017. He held a series of roles from 2009 to 2016 at Franciscan Missionaries of Our Lady Health System, culminating in his promotion to Medical Group President where he was responsible for the development and execution of the organization’s ambulatory strategies. He worked in various roles from 1997 to 2008 at Piedmont Emergency Medicine Associates, culminating in serving as the group’s Chief Executive Officer and President. Other Directorships Dr. Washington serves on the board of Harvard Medical Faculty Physicians, a multi-specialty physician group practice comprised of over 1,000 Harvard Medical School (HMS) faculty members from all the major clinical specialties. He is a director of the Blue Cross Blue Shield of Louisiana Foundation, an independent, nonprofit organization dedicated to improving the lives of Louisianians by supporting health or community well-being related causes. Qualifications We believe that Dr. Washington is qualified to serve on our Board of Directors based on his experience in medical care, health information technology, leadership, and payor relations. | |
Nominees for Director
| 14 | Tactile Systems Technology, Inc. |
Nominees for Director
CORPORATE GOVERNANCE
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | William W. Burke | 107,500 | 144,996 | 252,496 | | Valerie L. Asbury | 70,000 | 144,996 | 214,996 | | Raymond O. Huggenberger | 70,000 | 144,996 | 214,996 | | D. Brent Shafer | 67,500 | 144,996 | 212,496 | | Carmen B. Volkart | 77,500 | 144,996 | 222,496 | | B. Vindell Washington | 65,000 | 144,996 | 209,996 |
2024 Director Compensation Table
| (1) During 2024, each non-employee director could elect to receive between 10% and 100% of their aggregate cash retainers in the form of restricted stock units (“RSUs”), with the number of RSUs calculated by dividing the amount of the retainer payable on a certain date by the closing sale price per share of our common stock on the date of grant. During 2024, no director elected to receive RSUs, and there were no RSUs issued to non-employee directors, in lieu of their quarterly cash retainer amount. |
2024 Director Compensation Table
| (2) Amounts shown represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, of awards of RSUs granted in 2024. On May 8, 2024, the date of our 2024 Annual Meeting of Stockholders, we granted each non-employee director at the time 10,469 RSUs. The RSUs granted to our non-employee directors in 2024 will vest in full on the earlier of one year from the grant date or the date of the 2025 Annual Meeting. |
2024 Director Compensation Table
| 24 | Tactile Systems Technology, Inc. |
2024 Director Compensation Table
The aggregate number of RSUs and shares subject to stock options outstanding at December 31, 2024 for each non-employee director was as follows:
2024 Director Compensation Table
| Name | Aggregate Number of RSUs Held as of December 31, 2024 | Aggregate Number of Stock Options Held as of December 31, 2024(1) | | William W. Burke | 10,469 | 3,713 | | Valerie L. Asbury | 10,469 | — | | Raymond O. Huggenberger | 10,469 | 7,175 | | D. Brent Shafer | 10,469 | — | | Carmen B. Volkart | 10,469 | — | | B. Vindell Washington | 10,469 | — |
2024 Director Compensation Table
| (1) All of the stock options are exercisable. |
2024 Director Compensation Table
In 2024, our non-employee directors received cash compensation as follows:
2024 Director Compensation Table
| Non-Employee Director Compensation Element | Payment | | | Board Service (Annual Cash Retainer) | | | | All Members | $50,000 | | | Additional Amount for the Chairman of the Board | $50,000 | | | Committee Service (Annual Cash Retainer) | Member | Chair | | Audit Committee | $10,000 | $20,000 | | Compensation and Organization Committee | $7,500 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 | | Compliance and Reimbursement Committee | $5,000 | $10,000 |
2024 Director Compensation Table
Non-employee directors may elect to receive between 10% and 100% of their aggregate annual cash retainers in the form of RSUs, with the number of RSUs calculated by dividing the amount of the retainer payable on a certain date by the closing sale price per share of our common stock on the date of grant. These RSUs are fully vested upon grant and represent the right to receive one share of our common stock for each RSU upon the earlier of the director’s separation from service as a director of ours or the occurrence of a change in control of our Company. We also reimburse our directors for their reasonable out-of-pocket expenses incurred in connection with attending our board and committee meetings. In addition, on the date of the 2024 Annual Meeting of Stockholders, each of our non-employee directors received an annual equity award of RSUs that had a value of approximately $145,000, with the number of RSUs calculated by dividing $145,000 by the closing sale price per share of our common stock on the date of grant. These RSUs will vest in full on the earlier of one year after the date of grant or the date of the next year’s annual meeting of stockholders, provided the director remains a member of the board as of the vesting date. Our Stock Ownership Guidelines (the “Guidelines”) apply to our non-employee directors, as well as our executive officers. For a description of the provisions of the Guidelines applicable to our executive officers, see “Executive Compensation—Compensation Discussion and Analysis—Stock Ownership Guidelines”. Under the Guidelines, each non-employee director is expected to own shares of our common stock with a value at least equal to five times the annual Board cash retainer (not including any chair or committee retainers). Shares owned directly and indirectly, as well as full-value equity awards (such as RSUs) with only a time-based vesting condition, count toward the ownership
2024 Director Compensation Table
| 2025 Proxy Statement | 25 |
2024 Director Compensation Table
level under the Guidelines, but shares subject to vested or unvested stock options and equity awards with a performance-based vesting condition do not count toward the ownership level under the Guidelines. The applicable ownership level is to be achieved by our directors within the later of December 9, 2026 or five years of when he or she becomes subject to the Guidelines. Until a director has achieved the applicable ownership level, he or she must retain at least 50% of the “net profit shares” resulting from any stock option exercise or from the exercise, vesting or settlement of any other form of equity-based compensation award. “Net profit shares” refers to that portion of the number of shares subject to the exercise, vesting or settlement of an award that the director would receive had he or she authorized us to withhold shares otherwise deliverable in order to satisfy any applicable exercise price. Each of our non-employee directors either complies with, or is making progress within the permitted time period to comply with, the stock ownership level applicable to him or her under the Guidelines.
2024 Director Compensation Table
| 26 | Tactile Systems Technology, Inc. |
2024 Director Compensation Table
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
2024 Director Compensation Table
The Audit Committee has appointed Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025. Our Board of Directors recommends that stockholders vote for ratification of this appointment. If this proposal is not approved at the Annual Meeting, the Audit Committee will reconsider its appointment, but may decide not to direct the appointment of a different independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our stockholders’ best interests. Grant Thornton LLP has audited our financial statements for each year since the year ended December 31, 2015. We expect representatives of Grant Thornton LLP to be present at the Annual Meeting and available to respond to appropriate questions. They will have the opportunity to make a statement if they desire to do so.
2024 Director Compensation Table
| √ | The Board of Directors recommends that stockholders vote FOR ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025. |
2024 Director Compensation Table
| 2025 Proxy Statement | 27 |
2024 Director Compensation Table
AUDIT MATTERS
Compensation Discussion and Analysis
Effective July 1, 2024, Ms. Dodd was appointed our Chief Executive Officer, replacing Mr. Reuvers, who had announced his retirement as Chief Executive Officer. Mr. Reuvers did not receive any severance or similar payments or benefits as a result of his retirement. Mr. Reuvers continued to be employed by the Company as Advisor to the Chief Executive Officer (“Advisor to CEO”), a non-executive role, effective July 1, 2024, through March 31, 2025. Pursuant to the Transition Letter Agreement between us and Mr. Reuvers dated April 23, 2024 (the “Transition Letter Agreement”) and the related Clarification Letter dated June 20, 2024 (the “Clarification Letter” and together with the Transition Letter Agreement, the “Transition Agreement”), Mr. Reuvers was paid an annualized salary of $525,000 in his role as Advisor to CEO and he was not eligible to earn or receive any form of cash bonus compensation for 2024 or any subsequent year. In addition, equity awards held by Mr. Reuvers with vesting dates after March 31, 2025, were cancelled on June 20, 2024. On February 18, 2025, Ms. Ferstler ceased holding the position of Senior Vice President, Sales and was no longer an executive officer of the Company. Due to the Company’s reorganization of its sales functions, Ms. Ferstler’s role would have changed such that she provided notice of her resignation for Good Reason (as defined in the Company’s Executive Employee Severance Plan (the “Severance Plan”)), and her last day of employment was March 10, 2025. As provided in the Severance Plan, Ms. Ferstler receives the severance payments, benefits and equity vesting as set forth in Section IV of the Severance Plan as a qualifying severance event before a change in control. For additional information, see “Potential Payments Upon Termination or Change in Control.”
Compensation Objectives and Process
| ● | align executive officers’ incentives with our corporate strategies, business objectives and the long-term interests of our stockholders; and |
Compensation Objectives and Process
| ● | increase the incentive to achieve key strategic performance measures by linking incentive award opportunities to the achievement of performance objectives and by providing a portion of total compensation for executive officers in the form of ownership in the Company. |
Compensation Objectives and Process
Our Compensation and Organization Committee is primarily responsible for establishing and approving the compensation for all of our executive officers. The Compensation and Organization Committee oversees our compensation and benefit plans and policies, oversees and administers our equity incentive plans and reviews and approves annually all compensation decisions relating to all of our executive officers, including our Chief Executive Officer. The Compensation and Organization Committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than herself. Our Compensation and Organization Committee has the authority under its charter to engage the services of a consulting firm or other outside advisor to assist it in designing our compensation programs and in making compensation decisions. Our Compensation and Organization Committee’s practice is to approve the value and type of annual equity awards to the named executive officers in the first quarter of each fiscal year, with the effective grant date being the second trading day following the release of the Company’s fourth quarter and full year earnings. Our Compensation and Organization Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We have not granted stock options to named executive officers since 2021. Our Compensation and Organization Committee also values the opinions of our stockholders, and it reviews and considers the outcome of our annual say-on-pay vote, along with other relevant factors, in evaluating the compensation program for the named executive officers. At our 2023 annual meeting, stockholders showed strong support for our executive compensation program, with approximately 96% of votes cast approving our advisory say-on-pay resolution. The Compensation and Organization Committee considered the strong level of stockholder support and made no material changes in our executive compensation program for 2024 as a result of the 2023 say-on-pay vote.
Compensation Objectives and Process
| 01 NO TAX GROSS-UPS OUR NAMED EXECUTIVE OFFICERS ARE NOT ENTITLED TO ANY TAX GROSS-UP TREATMENT ON ANY SEVERANCE OR CHANGE IN CONTROL BENEFITS. | 02 NO EXCESSIVE RISK OUR COMPENSATION AND ORGANIZATION COMMITTEE REVIEWED OUR COMPENSATION PROGRAM AND DETERMINED THAT IT DOES NOT CREATE INAPPROPRIATE OR EXCESSIVE RISK THAT IS LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON OUR COMPANY. | 03 STANDARDIZED EQUITY GRANT TIMING WE GENERALLY GRANT EQUITY AWARDS ON THE SECOND TRADING DAY FOLLOWING THE ISSUANCE OF OUR EARNINGS RELEASE FOR A COMPLETED FISCAL QUARTER. | 04 INDEPENDENT COMPENSATION CONSULTANT OUR COMPENSATION AND ORGANIZATION COMMITTEE ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT TO ASSIST THE COMMITTEE WITH DETERMINING COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS AND TO PROVIDE THE COMMITTEE WITH MARKET DATA AND GUIDANCE ON BEST PRACTICES. | | | COMPENSATION POLICIES AND PRACTICES | | | | 08 STOCK OWNERSHIP GUIDELINES WE MAINTAIN STOCK OWNERSHIP GUIDELINES WHICH REQUIRE OUR NAMED EXECUTIVE OFFICERS TO BENEFICIALLY OWN SHARES OF OUR COMMON STOCK. | | | 05 NO HEDGING OR PLEDGING TRANSACTIONS OUR INSIDER TRADING POLICY PROHIBITS OUR DIRECTORS AND EXECUTIVE OFFICERS FROM PURCHASING OUR SECURITIES ON MARGIN, OR OTHERWISE PLEDGING OR HEDGING OUR SECURITIES. | | | 07 MULTI-YEAR PERFORMANCE PERIODS THE ANNUAL EQUITY AWARDS GRANTED TO OUR NAMED EXECUTIVE OFFICERS VEST OR ARE EARNED OVER A MULTI-YEAR PERIOD. | 06 PERFORMANCE-BASED COMPENSATION OUR COMPENSATION PROGRAM IS DESIGNED SO THAT A SIGNIFICANT PORTION OF COMPENSATION IS “AT RISK” BASED ON CORPORATE PERFORMANCE, AS WELL AS EQUITY- BASED, ALIGNING THE INTERESTS OF OUR NAMED EXECUTIVE OFFICERS AND OUR STOCKHOLDERS. | |
Use of Compensation Consultant and Market Comparisons
Use of Compensation Consultant and Market Comparisons In connection with the Compensation and Organization Committee’s review of our 2024 executive compensation program, the Compensation and Organization Committee directly engaged Coda Advisors LLC (“Coda”) to act as its outside compensation consultant to perform a review of executive compensation, including a market benchmarking assessment. Coda assisted the Compensation and Organization Committee with evaluating our compensation philosophy and providing guidance in administering our compensation program. Coda does not provide any other services to the Company. The Compensation and Organization Committee has determined that the work of Coda has not raised any conflict of interest. The Compensation and Organization Committee reviewed a report prepared by Coda reflecting a benchmarking review of our executive compensation program, including base salary, cash incentive and equity award levels for our executives, compared to competitive practice for companies in related businesses of similar size and market value. In connection with making 2024 executive compensation determinations, the competitive compensation data was analyzed for an 18-company peer group of publicly traded medical device and technology companies using the most recent annual meeting proxy statements, annual reports and 8-K filings. The 18 companies included in the peer group were:
Use of Compensation Consultant and Market Comparisons
| ● AngioDynamics, Inc. | ● Cutera, Inc. | ● Nevro Corp. | | ● Artivion, Inc. | ● Glaukos Corporation | ● Outset Medical, Inc. | | ● AtriCure, Inc. | ● Inogen, Inc. | ● SI-BONE, Inc. | | ● Axogen, Inc. | ● iRhythm Technologies, Inc. | ● STAAR Surgical Company | | ● Axonics, Inc. | ● LeMaitre Vascular, Inc. | ● Surmodics, Inc. | | ● Cardiovascular Systems, Inc. | ● MiMedx Group, Inc. | ●Zynex, Inc. |
Use of Compensation Consultant and Market Comparisons
Although the Compensation and Organization Committee does not rely solely on benchmarking to determine any element of compensation or overall compensation, the Compensation and Organization Committee does believe that compensation data is important to the competitive positioning of the Company’s compensation levels. The Committee utilized this data to assess whether our executive compensation falls within a competitive range against industry norms. For 2024, the Committee generally targeted the 50th percentile of our peer group for benchmarking purposes.
Executive Compensation Components and 2024 Determinations
Executive Compensation Components and 2024 Determinations Our executive compensation program in 2024 consisted of base salary, cash incentive bonuses, long-term incentive compensation in the form of performance stock units (“PSUs”) and RSUs, and a broad-based benefits program. We have not adopted any formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation and non-cash compensation, or among different forms of non-cash compensation. The Compensation and Organization Committee considers a number of factors in setting compensation for our executive officers, including Company performance, as well as the executive’s performance, experience and responsibilities, and the compensation of executive officers in similar positions at comparable companies.
Base Salary
Base Salary Our named executive officers receive a base salary to compensate them for the satisfactory performance of duties to our Company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries for our named executive officers have generally been set at levels deemed necessary to attract and retain individuals with superior talent. Base salaries for 2024 for the named executive officers were set based on market competitiveness utilizing the compensation data of the peer group provided by the Compensation and Organization Committee’s compensation consultant. The Compensation and Organization Committee approved increases for each named executive officer at the time, as shown below, effective January 1, 2024, based on its review of the base salaries of executives in similar positions at the companies in our peer group. In connection with the appointment of Ms. Dodd as Chief Executive Officer effective July 1, 2024, and Mr. Reuvers’ transition to Advisor to CEO, the Compensation and Organization Committee established their annual base salaries, as shown below, based on, for Ms. Dodd, its review of the base salaries of executives in similar positions at the companies in our peer group and, for Mr. Reuvers, the expected role and responsibilities as Advisor to CEO. The following table sets forth the annual base salary of each of the named executive officers for 2024, as well as the percentage change from 2023 base salary amounts:
Cash Incentive Compensation
Cash Incentive Compensation Our Compensation and Organization Committee has adopted a Management Incentive Plan (the “MIP”) pursuant to which annual cash incentive opportunities may be provided to our executive officers and other employees. The MIP provides that any of our employees is eligible to participate, and that the Compensation and Organization Committee will designate which employees will participate in the MIP and be granted an award for each calendar year performance period. When an award is made, the Compensation and Organization Committee will specify the terms and conditions of the award, which will include the performance goals and period under which the award may be earned. The performance measures specified in the MIP involve a variety of financial and operational measures, and performance goals based on these measures may relate to Company, subsidiary, business unit or individual performance. In connection with establishing or applying the performance goals applicable to any performance period, the Compensation and Organization Committee may adjust the performance goals or the performance measures on which they are based to equitably reflect, in the Compensation and Organization Committee’s judgment, the impact of events during the performance period that are unusual in nature or infrequently occurring (such as acquisitions, divestitures, restructuring activities or asset write-downs), changes in applicable tax laws or accounting principles, equity restructurings, reorganizations or other changes in corporate capitalization.
Cash Incentive Compensation
| 36 | Tactile Systems Technology, Inc. |
Cash Incentive Compensation
Following the completion of each performance period, the Compensation and Organization Committee will determine the degree to which the applicable performance goals were attained and the corresponding award amounts that would be payable to participants based on such attainment. The Compensation and Organization Committee retains the discretion, based on factors it deems relevant, to increase or decrease (including to zero) the amount of an award that would otherwise be payable to any participant based on attainment of applicable performance goals. The amount of any award determined by the Compensation and Organization Committee to be payable will be paid to the participant in a lump sum cash payment no later than March 15 of the calendar year immediately following the applicable performance period. A participant must continue to be employed by us on the date of payment to receive payment of an award under the MIP. In February 2024, the Compensation and Organization Committee, pursuant to the MIP and with respect to the 2024 performance period, selected the applicable performance measures, specified the performance goals based on those performance measures, and specified the method for calculating the amount payable to our named executive officers if and to the extent the performance goals are satisfied. As in the prior year, the Committee selected revenue and net income before interest, taxes, depreciation and amortization, stock-based compensation expense and other adjustments (“Adjusted EBITDA”) as the performance measures, which are among the performance measures set forth in the MIP. Target bonus amounts for these named executive officers were split 65% based on our achievement of 2024 revenue goals and 35% based on our achievement of 2024 Adjusted EBITDA goals. The following payout levels associated with the degree to which the revenue and Adjusted EBITDA goals were attained for 2024 were as follows:
Cash Incentive Compensation
| Revenue (In millions) | Threshold | Target | Maximum | | Results | $283.0 | $310.0 | $337.0 | | Percentage Payout Level | 50% | 100% | 150% | | Adjusted EBITDA (In millions) | Threshold | Target | Maximum | | Results | $31.1 | $36.4 | $41.7 | | Percentage Payout Level | 50% | 100% | 150% |
Cash Incentive Compensation
The Compensation and Organization Committee provided that payout levels would be interpolated for results between the threshold and maximum levels. In February 2024, the Compensation and Organization Committee also established the target amounts to which the resulting percentage payout level would be applied. The target dollar amount as a percentage of base salary for each participating named executive officer at the time was:
Cash Incentive Compensation
| Name | Target Dollar Amount as a Percentage of Base Salary | | Elaine M. Birkemeyer | 60% | | Kristie T. Burns | 50% | | Sherri L. Ferstler | 50% |
Cash Incentive Compensation
With respect to Ms. Dodd, the Compensation and Organization Committee established the target amount of her 2024 bonus at 90% of her base salary prorated for the time she served in her role in 2024, which was from July 1, 2024 through December 31, 2024. With respect to Mr. Reuvers, in February 2024, his target dollar amount was set at 100% of his base salary, however, pursuant to his Transition Agreement, he is no longer eligible to earn or receive any amounts under the MIP for 2024.
Cash Incentive Compensation
| 2025 Proxy Statement | 37 |
Cash Incentive Compensation
The MIP for 2024 also provided that if the aggregate amount to be paid to all employees of the Company under the MIP for 2024 would cause the Company’s Adjusted EBITDA for 2024 to fall below $31.1 million, the Company would reduce the amounts paid to all employees on a pro rata basis based on each employee’s potential bonus award payout amount such that the aggregate amount to be paid to all employees of the Company under the MIP for 2024 would not cause the Company’s Adjusted EBITDA to fall below $31.1 million. In February 2025, our Compensation and Organization Committee determined the degree to which the 2024 revenue and Adjusted EBITDA goals were attained, and the resulting payout level relative to the target amount for each metric. For 2024, revenue was $293.0 million, and therefore the Committee determined that the resulting percentage payout level relative to the target amount for that metric was 68.5%. For 2024, Adjusted EBITDA was $37.1 million, and therefore the Committee determined that the resulting percentage payout level relative to the target amount for that metric was 106.7%. Adjusted EBITDA is a non-GAAP financial measure. Refer to Appendix A to this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure. The weightings applicable to each of the revenue metric (65%) and the Adjusted EBITDA metric (35%) were then applied to the percentage payout level for each metric, resulting in a weighted payout percentage of 82.0% of the target dollar amount. The Committee did not exercise any discretion to increase or decrease the amounts payable pursuant to the MIP for 2024 as calculated pursuant to the terms as described above. As a result, based on the results as applied to the MIP for 2024 as described above, the Compensation and Organization Committee’s approval resulted in the payment of the following amounts to our named executive officers under the MIP for 2024:
Cash Incentive Compensation
| Name | 2024 MIP Payment | | Sheri L. Dodd | $239,850 | | Elaine M. Birkemeyer | $209,100 | | Kristie T. Burns | $158,670 | | Sherri L. Ferstler | $145,550 |
Equity-Based Compensation
Equity-Based Compensation Equity Awards Granted in 2024 With respect to the 2024 annual equity awards to the named executive officers, the Compensation and Organization Committee reviewed various factors, including the total compensation package of our executives, its focus on pay for performance and its compensation consultant’s recommendation to provide a mix of equity-based compensation for 2024. The Compensation and Organization Committee determined to continue to grant RSUs and PSUs to our executive officers as the forms of equity compensation awards. The Compensation and Organization Committee believes that this mix emphasizes performance, further aligning with our stockholders’ interests, and promotes retention. The Compensation and Organization Committee determined that the mix of RSUs and PSUs would be 50% RSUs and 50% PSUs for Mr. Reuvers and 60% RSUs and 40% PSUs for the other named executive officers. In February 2024, under our 2016 Equity Incentive Plan (the “2016 Plan”), the Compensation and Organization Committee approved the grant of RSUs and PSUs (the “2024 PSUs”) to our then named executive officers, as the long-term incentive component of our compensation program. For Mr. Reuvers, Ms. Birkemeyer, Ms. Burns, and Ms. Ferstler, the RSUs and 2024 PSUs had an effective grant date of February 21, 2024, which was the second trading day following the issuance of our earnings release for the fourth quarter and full year 2023. In connection with the appointment of Ms. Dodd as Chief Executive Officer, the Compensation and Organization Committee approved the grant of the RSUs and the 2024 PSUs to her as her annual grant of equity awards, which had an effective grant date of August 7, 2024, which was the second trading day following the issuance of our earnings release for the second quarter of 2024.
Equity-Based Compensation
The number of RSUs and the target number of 2024 PSUs granted to our named executive officers in 2024 as part of their annual grants as executive officers were as follows:
Equity-Based Compensation
| Name | Restricted Stock Units (#) | Target Performance Stock Units (#) | | Sheri L. Dodd | 64,959 | 63,103 | | Elaine M. Birkemeyer | 32,420 | 21,613 | | Kristie T. Burns | 19,452 | 12,968 | | Sherri L. Ferstler | 21,613 | 14,409 | | Daniel L. Reuvers(1) | 72,046 | 72,046 |
Equity-Based Compensation
| (1) Pursuant to the Transition Agreement, all of Mr. Reuvers’ 2024 PSUs and two-thirds of his 2024 RSUs were cancelled on June 20, 2024, the date of the Clarification Letter, as they were to be unvested when his employment terminated on March 31, 2025. |
Equity-Based Compensation
These RSUs are scheduled to vest one-third on each of the first three anniversaries of the grant date, subject to continued service on each vesting date. Because Ms. Dodd served as a non-employee director on the date of the 2024 annual meeting of stockholders, she received the annual grant of RSUs for non-employee directors, which were 10,469 RSUs with an effective grant date of May 8, 2024. These RSUs will vest in full on the earlier of one year from the grant date or the date of the 2025 annual meeting of stockholders. The 2024 PSUs have three separate performance years of 2024, 2025 and 2026, with the performance metrics, weighting and potential achievement from 25% to 175% of target as follows:
Equity-Based Compensation
If and to the extent any 2024 PSUs are determined by the Compensation and Organization Committee to be earned based on the level of achievement of the performance goals, the earned 2024 PSUs with respect to each performance year will vest as follows:
Equity-Based Compensation
| Fraction of Grant | Earned Based on | | Vests | | 1/3 | 2024 Performance Year | → | Date on which the Committee certifies the number of PSUs earned with respect to the 2025 performance year | | 1/3 | 2025 Performance Year | → | | | 1/3 | 2026 Performance Year | → | Date on which the Committee certifies the number of PSUs earned with respect to the 2026 performance year |
Equity-Based Compensation
Earned PSU Awards for 2024 Performance Period 2023 PSUs – 2024 Performance Year As previously disclosed, the PSUs granted in 2023 (the “2023 PSUs”) have three separate performance periods of 2023, 2024 and 2025. With respect to the 2024 performance year, the 2023 PSUs provide that one-third of the target number of 2023 PSUs would have been earned if and to the extent the performance goals based on revenue change and Adjusted EBITDA as a percentage of revenue (“Adjusted EBITDA Margin”) change in 2024 were achieved. On February 20, 2025, our Compensation and Organization Committee determined the degree to which the 2024 revenue change and 2024 Adjusted EBITDA Margin change goals under the 2023 PSUs were attained, and the resulting payout level relative to the target amount for each metric. The weightings applicable to each of the revenue change metric (65%) and the Adjusted EBITDA Margin change metric (35%) were then applied to the percentage payout level for each metric, resulting in a weighted payout percentage of 90.4% of the target number of 2023 PSUs for the 2024 performance year. The threshold, target and maximum levels of performance for each metric, as well as the actual performance and related payout as a percentage of target are set forth below:
Equity-Based Compensation
| Goal | Weight | Threshold(1) (25%) | Target(1) (100%) | Maximum(1) (175%) | | Payout (as a % of target) | | Revenue Change (2024 Revenue Compared to 2023 Revenue) | 65% | Actual revenue change (2) 106.8% | | | | | | | | ▼ | | | | | | | | | | | | 45.1% | | | | 103.75% | 115% | 126.25% | | | | Adjusted EBITDA Margin Change (2024 Adjusted EBITDA Margin Compared to 2023 Adjusted EBITDA Margin) | 35% | Actual Adjusted EBITDA Margin change (3) 117.6% | | | | | | | | | | | ▼ | | | | | | | | | 175% | | | | 102.5% | 110% | 117.5% | | | | | | | Total weighted payout | | | 90.4% |
Equity-Based Compensation
| (1) The 2023 PSUs provide that if the revenue change or Adjusted EBITDA Margin change achieved by the Company during 2024 was between performance levels specified in the table, the corresponding payout factor would be determined by linear interpolation. Further, if actual results are below the threshold performance level specified in the table, the corresponding payout factor will be zero. |
Equity-Based Compensation
The Compensation and Organization Committee approved the following number of 2023 PSUs earned for each named executive officer who holds 2023 PSUs pursuant to the 2024 performance year:
Equity-Based Compensation
| Name | Target Number of 2023 PSUs for the 2024 Performance Year | Actual Number of 2023 PSUs Earned for the 2024 Performance Year | | Daniel L. Reuvers | 17,537 | 15,853 | | Elaine M. Birkemeyer | 3,812 | 3,446 | | Kristie T. Burns | 3,716 | 3,359 |
Equity-Based Compensation
The earned 2023 PSUs with respect to the 2024 performance year shown in the table above vested on February 20, 2025, the date on which the Committee certified the number of 2023 PSUs earned with respect to the 2024 performance year. 2024 PSUs – 2024 Performance Year As discussed above, the 2024 PSUs have three separate performance periods of 2024, 2025 and 2026. With respect to the 2024 performance year, the 2024 PSUs provide that one-third of the target number of 2024 PSUs would have been earned if and to the extent the performance goals based on revenue change and Adjusted EBITDA Margin in 2024 were achieved. On February 20, 2025, our Compensation and Organization Committee determined the degree to which the 2024 revenue change and 2024 Adjusted EBITDA Margin goals under the 2024 PSUs were attained, and the resulting payout level relative to the target amount for each metric. The weightings applicable to each of the revenue change metric (65%) and the Adjusted EBITDA Margin metric (35%) were then applied to the percentage payout level for each metric, resulting in a weighted payout percentage of 95.6% of the target number of 2024 PSUs for the 2024 performance year. The threshold, target and maximum levels of performance for each metric, as well as the actual performance and related payout as a percentage of target are set forth below:
Equity-Based Compensation
| Goal | Weight | Threshold(1) (25%) | Target(1) (100%) | Maximum(1) (175%) | | Payout (as a % of target) | | Revenue Change (2024 Revenue Compared to 2023 Revenue) | 65% | Actual revenue change (2) 106.8% | | | | | | | | ▼ | | | | | | | | | | | | 52.8% | | | | 103.0% | 113.0% | 123.0% | | | | 2024 Adjusted EBITDA Margin | 35% | Actual Adjusted EBITDA Margin(3) 12.7% | | | | | | | | | | | ▼ | | | | | | | | | 175% | | | | 11.0% | 11.7% | 12.4% | | | | | | | Total weighted payout | | | 95.6% |
Equity-Based Compensation
| (1) The 2024 PSUs provided that if the revenue change or Adjusted EBITDA Margin achieved by the Company during 2024 was between performance levels specified in the table, the corresponding payout factor would be determined by linear interpolation. Further, if actual results are below the threshold performance level specified in the table, the corresponding payout factor will be zero. |
Equity-Based Compensation
The Compensation and Organization Committee approved the following number of PSUs earned for each named executive officer who holds 2024 PSUs pursuant to the 2024 performance year under 2024 PSUs:
Equity-Based Compensation
| Name | Target Number of 2024 PSUs for the 2024 Performance Year | Actual Number of 2024 PSUs Earned for the 2024 Performance Year | | Sheri L. Dodd | 21,034 | 20,108 | | Elaine M. Birkemeyer | 7,204 | 6,887 | | Kristie T. Burns | 4,322 | 4,131 | | Sherri L. Ferstler | 4,803 | 4,591 |
Equity-Based Compensation
The earned PSUs with respect to the 2024 performance year shown in the table above will vest on the date on which the Committee certifies the number of 2024 PSUs earned with respect to the 2025 performance year.
Executive Severance Arrangements
Executive Severance Arrangements On November 1, 2018, the Compensation and Organization Committee of our Board of Directors approved and adopted the Tactile Systems Technology, Inc. Executive Employee Severance Plan, which was amended and restated on October 15, 2024 (the “Severance Plan”). Employees who are designated by our Board of Directors or a committee thereof are eligible to be participants in the Severance Plan. Each of Mses. Dodd, Birkemeyer and Burns is, and Ms. Ferstler was, a participant in the Severance Plan. In connection with their designation as a participant in the Severance Plan, each of the participants entered into a Confidentiality, Assignment of Intellectual Property and Restrictive Covenants Agreement (each, a “Restrictive Covenants Agreement”) with us. See “Potential Payments Upon Termination or Change in Control – Severance Plan” for a description of the terms of the Severance Plan. The Compensation and Organization Committee adopted the Severance Plan in lieu of the employment agreements to provide for standardization of the severance terms for all of our executive officers.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for 2024, 2023 and 2022:
2024 Summary Compensation Table
| | | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Sheri L. Dodd (6) | 2024 | 357,500 | — | 1,869,991 | 239,850 | 9,500 | 2,476,841 | | Chief Executive Officer | | | | | | | | | Elaine M. Birkemeyer (6) | 2024 | 425,000 | — | 749,978 | 209,100 | 13,800 | 1,397,878 | | Chief Financial Officer | 2023 | 315,385 | — | 849,976 | 187,898 | — | 1,353,259 | | Kristie T. Burns | 2024 | 387,000 | — | 449,990 | 158,670 | 13,800 | 1,009,460 | | SVP, Marketing and Clinical Affairs | 2023 | 376,000 | — | 399,978 | 204,920 | 6,100 | 986,998 | | | 2022 | 362,000 | — | 499,987 | 170,719 | 6,100 | 1,038,806 | | Sherri L. Ferstler (6) | 2024 | 355,000 | — | 499,985 | 145,550 | 13,800 | 1,014,335 | | SVP, Sales | 2023 | 143,846 | 7,326 | 339,984 | 77,674 | 3,923 | 572,753 | | Daniel L. Reuvers (7) | 2024 | 616,538 | — | 1,999,997 | — | 13,800 | 2,630,335 | | Former Chief Executive Officer | 2023 | 650,000 | — | 1,509,993 | 708,500 | 6,100 | 2,874,593 | | | 2022 | 625,000 | — | 1,999,984 | 589,500 | 6,100 | 3,220,584 |
2024 Summary Compensation Table
| (1) For all named executive officers other than Ms. Dodd, represents base salary earned during the year indicated. For Ms. Dodd, includes $330,000 in base salary earned during 2024 for her service as our Chief Executive Officer beginning July 1, 2024, and $27,500 in the cash retainer for her service as a non-employee director in 2024 through June 30, 2024. For Mr. Reuvers, includes $350,000 in base salary earned while he served as Chief Executive Officer in 2024 through June 30, 2024, and $266,538 in base salary earned while he served as Advisor to CEO in 2024 beginning July 1, 2024. |
2024 Summary Compensation Table
| (2) Represents, for Ms. Ferstler in 2023, the excess of the cash bonus amount of $85,000 as provided for in her offer letter as a guaranteed bonus payment over the amount she earned and was paid as shown under the “Non-Equity Incentive Plan Compensation” column. |
2024 Summary Compensation Table
| (3) Represents the aggregate grant date fair value of RSU and PSU awards granted during the given year, computed in accordance with FASB ASC Topic 718, which for RSUs was equal to the closing price of a share of our common stock on the date of grant, multiplied by the number of RSUs in the grant, and for PSUs was equal to the closing price of a share of our common stock on the date of grant, multiplied by the number of shares that would be earned based on the probable outcome of the applicable performance conditions. For Ms. Dodd, includes (i) $144,996 in grant date fair value of the RSUs she received as a non-employee director in May 2024, (ii) $874,998 in grant date fair value of the RSUs she received in connection with her appointment as Chief Executive Officer, and (iii) $849,997 in grant date fair value of the PSUs she received in connection with her appointment as Chief Executive Officer. |
2024 Summary Compensation Table
| 46 | Tactile Systems Technology, Inc. |
2024 Summary Compensation Table
The following table presents the grant date fair value of the PSUs included in this column, the grant date fair value of the PSUs assuming that the highest level of performance conditions would be achieved, and the grant date fair value of the RSUs included in this column:
2024 Summary Compensation Table
| | 2024 PSUs | | 2024 RSUs | 2023 PSUs | | 2023 RSUs | 2022 PSUs | | 2022 RSUs | | | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | Grant Date Fair Value | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | Grant Date Fair Value | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | Grant Date Fair Value | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Sheri L. Dodd | 849,997 | 1,487,492 | 1,019,993 | — | — | — | — | — | — | | Elaine M. Birkemeyer | 299,988 | 524,969 | 449,990 | 239,984 | 419,973 | 609,992 | — | — | — | | Kristie T. Burns | 179,996 | 314,993 | 269,994 | 159,988 | 279,969 | 239,989 | 199,991 | 299,977 | 299,996 | | Sherri L. Ferstler | 199,997 | 349,984 | 299,988 | — | — | 339,984 | — | — | — | | Daniel L. Reuvers | 999,998 | 1,749,990 | 999,998 | 754,997 | 1,321,233 | 754,997 | 999,992 | 1,499,979 | 999,992 |
2024 Summary Compensation Table
| (4) Represents awards earned under the applicable bonus plan during the given year, related to performance objectives as to which the outcomes were substantially uncertain at the time the performance objectives were established. These amounts were earned related to performance in the year shown but paid in the following year. For additional information regarding our bonus programs, see the section titled “Executive Compensation Components and 2024 Determinations—Cash Incentive Compensation” above. |
2024 Summary Compensation Table
| (5) Represents the amount to be paid by the Company to match, in part, the contributions of each of the named executive officers to their respective 401(K) plan account |
2024 Summary Compensation Table
| (6) Ms. Dodd joined the Company in July 2024, Ms. Birkemeyer joined the Company in March 2023 and Ms. Ferstler joined the Company in July 2023. Ms. Ferstler ceased being an executive officer of the Company on February 18, 2025 and her employment terminated on March 10, 2025. Information regarding Ms. Ferster’s termination payments and benefits are set forth below under “Potential Payments upon Termination or Change in Control.” |
2024 Summary Compensation Table
| (7) Mr. Reuvers retired as Chief Executive Officer of the Company effective June 30, 2024, however, he continued to be employed by the Company as Advisor to CEO through March 31, 2025. As noted by the Transition Agreement, Mr. Reuvers was not eligible to receive any amounts under the 2024 bonus program, and the 2024 PSUs and two-thirds of the 2024 RSUs held by Mr. Reuvers were cancelled on June 20, 2024, the date of the Clarification Letter, as these awards were to be unvested when his employment terminated on March 31, 2025. |
2024 Summary Compensation Table
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Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table sets forth information regarding grants of plan-based awards to our named executive officers during 2024.
Grants of Plan-Based Awards in 2024
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | | | | Name and Award Type | Grant Date | Date of Compensation Committee Approval | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Sheri L. Dodd | | | | | | | | | | | | Director RSUs | 5/8/2024 | N/A (3) | | | | | | | 10,469 | 144,996 | | RSUs | 8/7/2024 | 4/23/2024 | | | | | | | 64,959 | 874,998 | | PSUs | 8/7/2024 | 4/23/2024 | | | | 15,775 | 63,103 | 110,430 | | 849,997 | | MIP | | 4/23/2024 | 160,875 | 321,750 | 482,625 | | | | | | | Elaine M. Birkemeyer | | | | | | | | | | | | RSUs | 2/21/2024 | 2/5/2024 | | | | | | | 32,420 | 449,990 | | PSUs | 2/21/2024 | 2/5/2024 | | | | 5,403 | 21,613 | 37,822 | | 299,988 | | MIP | | 2/5/2024 | 127,500 | 255,000 | 382,500 | | | | | | | Kristie T. Burns | | | | | | | | | | | | RSUs | 2/21/2024 | 2/5/2024 | | | | | | | 19,452 | 269,994 | | PSUs | 2/21/2024 | 2/5/2024 | | | | 3,242 | 12,968 | 22,694 | | 179,996 | | MIP | | 2/5/2024 | 96,750 | 193,500 | 290,250 | | | | | | | Sherri L. Ferstler | | | | | | | | | | | | RSUs | 2/21/2024 | 2/5/2024 | | | | | | | 21,613 | 299,988 | | PSUs | 2/21/2024 | 2/5/2024 | | | | 3,602 | 14,409 | 25,215 | | 199,997 | | MIP | | 2/5/2024 | 88,750 | 177,500 | 266,250 | | | | | | | Daniel L. Reuvers | | | | | | | | | | | | RSUs | 2/21/2024 | 2/5/2024 | | | | | | | 72,046 | 999,998 | | PSUs | 2/21/2024 | 2/5/2024 | | | | 18,011 | 72,046 | 126,080 | | 999,998 | | MIP | | 2/5/2024 | 350,000 | 700,000 | 1,050,000 | | | | | |
Grants of Plan-Based Awards in 2024
| (1) Amounts shown in this column represent the potential cash payout amounts under the 2024 MIP. The actual cash bonus payout amounts approved by the Compensation and Organization Committee are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. |
Grants of Plan-Based Awards in 2024
| (2) Amounts represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. Amounts related to PSUs represent the value at the grant date based upon the probable outcome of the performance conditions. |
Grants of Plan-Based Awards in 2024
| (3) This grant was pursuant to the Non-Employee Director Compensation Policy approved by the Board in a prior year. |
Grants of Plan-Based Awards in 2024
| 48 | Tactile Systems Technology, Inc. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth certain information regarding equity awards that have been granted to our named executive officers and that were outstanding as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Name | (#) | (#) | ($) | Date | (#) | ($)(1) | (#) | ($)(1) | | Sheri L. Dodd | | | | | 10,469(2) | 179,334 | | | | | | | | | 64,959(3) | 1,112,748 | | | | | | | | | 20,108(4) | 344,450 | 42,069(5) | 720,636 | | Elaine M. Birkemeyer | | | | | 19,379(6) | 331,962 | | | | | | | | | 32,420(7) | 555,355 | | | | | | | | | 2,848(8) | 48,786 | 3,812(9) | 65,300 | | | | | | | 6,887(4) | 117,974 | 14,409(5) | 246,820 | | Kristie T. Burns | 5,094 | — | 54.10 | 5/5/2028 | | | | | | | | | | | 5,395(10) | 92,416 | | | | | | | | | 11,150(11) | 191,000 | | | | | | | | | 19,452(7) | 333,213 | | | | | | | | | 5,991(12) | 102,626 | | | | | | | | | 2,776(8) | 47,553 | 3,716(9) | 63,661 | | | | | | | 4,131(4) | 70,764 | 8,645(5) | 148,095 | | Sherri L. Ferstler | | | | | 12,468(13) | 213,577 | | | | | | | | | 21,613(7) | 370,231 | | | | | | | | | 4,591(4) | 78,644 | 9,606(5) | | | Daniel L. Reuvers | 51,025 | — | 36.50 | 8/5/2027 | | | | | | | 19,456 | — | 51.60 | 2/25/2028 | | | | | | | | | | | 17,980(10) | 307,997 | | | | | | | | | 17,537(14) | 300,409 | | | | | | | | | 24,015(15) | 411,377 | | | | | | | | | 29,953(12) | 513,095 | | | | | | | | | 13,100(8) | 224,403 | | |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) Market value is calculated by multiplying the number of shares by $17.13, the closing sale price per share of our common stock on the Nasdaq Global Market on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) Represents RSUs that vest on May 7, 2025, subject to continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) Represents RSUs that vest one-third on each of the first three anniversaries of the grant date of August 7, 2024, subject to continued service on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) Represents the number of 2024 PSUs that were earned with respect to the 2024 performance year, based on 2024 performance, which will vest on the date the Compensation and Organization Committee certifies the number of 2024 PSUs earned with respect to the 2025 performance year, based on 2025 performance. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) Represents the target number of the 2024 PSUs that can be earned based on the results of the performance measures in 2025 and 2026. Any of such PSUs that are earned based on 2025 performance will vest on the date the Compensation and Organization Committee certifies the number of 2024 PSUs earned with respect to the 2025 performance year, based on 2025 performance. Any of such PSUs that are earned based on 2026 performance will vest on the date the Compensation and Organization Committee certifies the number of 2024 PSUs earned with respect to the 2026 performance year, based on 2026 performance. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 2025 Proxy Statement | 49 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) Represents RSUs that vest one-half on May 10, 2025, and one-half on May 10, 2026, subject to continued service on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) Represents RSUs that vest one-third on each of the first three anniversaries of the grant date of February 21, 2024, subject to continued service on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) Represents the number of 2023 PSUs that were earned with respect to the 2023 performance year and which vested on February 20, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (9) Represents the target number of the 2023 PSUs that can be earned based on the results of the performance measures in 2025. Any of such PSUs that are earned based on 2025 performance will vest on the date the Compensation and Organization Committee certifies the number of 2023 PSUs earned with respect to the 2025 performance year, based on 2025 performance. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (10) Represents RSUs that vested on February 24, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (11) Represents RSUs that vest one-half on February 22, 2025, and one-half on February 22, 2026, subject to continued service on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (12) Represents 67% of the 2022 PSUs that were earned based on 2023 performance and which vested on February 24, 2025 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (13) Represents RSUs that vest one-half on August 9, 2025, and one-half on August 9, 2026, subject to continued service on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (14) Represents the RSUs that vested on February 22, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (15) Represents the RSUs that vested on February 21, 2025. |
Option Exercises and Stock Vested for Fiscal 2024
Option Exercises and Stock Vested for Fiscal 2024 The following table sets forth certain information regarding option exercises by our named executive officers in the year ended December 31, 2024, and RSUs and PSUs held by our named executive officers that vested in the year ended December 31, 2024:
Option Exercises and Stock Vested for Fiscal 2024
| | Option Awards | | Stock Awards | | | | Number of | Value | Number of | Value | | | Shares Acquired | Realized | Shares Acquired | Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($)(1) | (#) | ($)(2) | | Sheri L. Dodd | — | — | 7,737(3) | 107,157 | | Elaine M. Birkemeyer | — | — | 13,135(4) | 187,677 | | Kristie T. Burns | — | — | 17,228(5) | 257,770 | | Sherri L. Ferstler | — | — | 6,233(6) | 82,961 | | Daniel L. Reuvers | — | — | 58,112(7) | 879,800 |
Option Exercises and Stock Vested for Fiscal 2024
| (1) Represents the difference between the option exercise price and the closing price of our common stock, as reported on the Nasdaq Global Market, on the date of exercise, multiplied by the number of shares of our common stock underlying the stock options that were exercised. |
Option Exercises and Stock Vested for Fiscal 2024
| (2) Represents the closing price of our common stock, as reported on the Nasdaq Global Market, on the date of vesting, multiplied by the number of shares of common stock underlying RSUs or PSUs that vested. |
Option Exercises and Stock Vested for Fiscal 2024
| (3) Represents 7,737 RSUs that vested during 2024 that had been granted in 2023 to Ms. Dodd for her service on the Board of Directors. |
Option Exercises and Stock Vested for Fiscal 2024
| (4) Represents 9,689 RSUs that vested during 2024 and 3,446 2023 PSUs that were earned for the 2024 performance year and vested on February 20, 2025, the date the Compensation and Organization Committee certified the number of 2023 PSUs earned for the 2024 performance year. |
Option Exercises and Stock Vested for Fiscal 2024
| (5) Represents 13,228 RSUs that vested during 2024, 641 2021 PSUs that were earned based on 2022 performance and vested on February 25, 2024, and 3,359 2023 PSUs that were earned for the 2024 performance year and vested on February 20, 2025, the date the Compensation and Organization Committee certified the number of 2023 PSUs earned for the 2024 performance year. |
Option Exercises and Stock Vested for Fiscal 2024
| (6) Represents 6,233 RSUs that vested during 2024. |
Option Exercises and Stock Vested for Fiscal 2024
| (7) Represents 37,938 RSUs that vested during 2024, 4,321 2021 PSUs that were earned based on 2022 performance and vested on February 25, 2024, and 15,853 2023 PSUs that were earned for the 2024 performance year and vested on February 20, 2025, the date the Compensation and Organization Committee certified the number of 2023 PSUs earned for the 2024 performance year. |
Option Exercises and Stock Vested for Fiscal 2024
| 50 | Tactile Systems Technology, Inc. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
2016 Plan
| Year | Reported SCT Total ($) | Equity Award Adjustments ($) | Compensation Actually Paid ($) | | 2024 (Current) | 2,476,841 | 338,990 | 2,815,831 | | 2024 (Former - Reuvers) | 2,630,335 | (1,832,900) | 797,435 | | 2023 | 2,874,593 | 330,939 | 3,205,532 | | 2022 | 3,220,584 | (1,369,260) | 1,851,324 | | 2021 | 2,076,884 | (1,617,407) | 459,477 | | 2020 (Former - Reuvers) | 2,024,978 | 440,103 | 2,465,081 | | 2020 (Former - Mattys) | 687,888 | (1,844,256) | (1,156,368) |
2016 Plan
| Year | Reported SCT Total ($) | Equity Award Adjustments ($) | Compensation Actually Paid ($) | | 2024 | 1,140,558 | 155,785 | 1,296,342 | | 2023 | 755,916 | (162,260) | 593,656 | | 2022 | 1,166,401 | (398,298) | 768,103 | | 2021 | 941,781 | (582,719) | 359,062 | | 2020 | 1,391,233 | (876,073) | 515,160 |