Brent Shafer
TACTILE SYSTEMS TECHNOLOGYAbout D. Brent Shafer
D. Brent Shafer, age 67, has served on Tactile Systems Technology’s board since 2022 and is classified as an independent director. He sits on the Audit Committee and the Compensation and Organization Committee. Outside TCMD, he is chair and interim Chief Executive Officer of Baxter International and has been a Baxter director since May 2022; he is also a director at Veracyte and a Senior Advisor to Cerner (since October 2021). He previously served as Chairman & CEO of Cerner (2018–2021) and held multiple senior leadership roles at Philips, including CEO of Philips North America (2014–2018). Qualifications cited include extensive industry and leadership experience in health technology and operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerner Corporation | Chairman & Chief Executive Officer | Feb 2018–Oct 2021 | Led the company as CEO/Chairman |
| Philips North America (Koninklijke Philips N.V.) | Chief Executive Officer | Feb 2014–2018 | Oversaw broad health tech portfolio; strengthened healthcare focus |
| Philips – Home Healthcare Solutions (Global) | Chief Executive Officer | May 2010–May 2014 | Led global HHS business |
| Royal Philips Electronics – North America Region | Chief Executive Officer | Jan 2009–May 2010 | Regional CEO responsibilities |
| Philips North America – Healthcare Sales & Service | President & Chief Executive Officer | May 2005–May 2010 | Led healthcare sales/service operations |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Baxter International (NYSE: BAX) | Chair and interim CEO; Director | Director since May 2022 | Current leadership/board role |
| Veracyte (NASDAQ: VCYT) | Director | Current | Board service |
| Cerner Corporation | Senior Advisor | Since Oct 2021 | Advisory role following CEO tenure |
Board Governance
- Committee assignments: Audit Committee member; Compensation and Organization Committee member .
- Committee chairs: Audit Committee chaired by Carmen Volkart; Compensation & Organization Committee chaired by Raymond Huggenberger (Shafer is not chair of either) .
- Independence: Board determined all directors other than Sheri Dodd and Daniel Reuvers are independent; Shafer is independent .
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of combined Board and committee meetings; independent directors regularly hold executive sessions .
- Committee activity volume: Audit Committee held 7 meetings; Compensation & Organization Committee held 6 meetings in 2024 .
Fixed Compensation
| Element | Terms | 2024 Amount (Shafer) |
|---|---|---|
| Board annual cash retainer | $50,000 for all non-employee directors | $50,000 |
| Audit Committee retainer | $10,000 member; $20,000 chair | $10,000 (member) |
| Compensation & Organization Committee retainer | $7,500 member; $15,000 chair | $7,500 (member) |
| Chairman additional cash | $50,000 (applies to Board chair, not Shafer) | $0 |
| Total cash fees (2024) | Sum of retainers | $67,500 |
Notes:
- Directors may elect to receive 10–100% of aggregate cash retainers in RSUs (fully vested upon grant, settled upon separation or change in control); in 2024 no director elected RSUs in lieu of cash .
Performance Compensation
| Equity Award | Grant detail | Vesting/Settlement | 2024 Value/Units |
|---|---|---|---|
| Annual director RSUs | Granted at annual meeting date | Vest in full on earlier of one year after grant or next annual meeting | $144,996; 10,469 RSUs granted May 8, 2024 |
| RSUs in lieu of cash retainers (optional) | Election 10–100% of cash | Fully vested on grant; settle on separation or change in control | None elected in 2024 |
Performance metrics table (directors):
| Compensation Component | Performance Metrics | Notes |
|---|---|---|
| Director RSUs | None disclosed for directors; time-based vesting only | No revenue/EBITDA/TSR metrics apply to non-employee director awards |
Other Directorships & Interlocks
| Company | Role | Interlock/Related-Party Exposure |
|---|---|---|
| Baxter International | Chair & interim CEO; Director | No related-person transactions disclosed with TCMD since Jan 1, 2024 |
| Veracyte | Director | No related-person transactions disclosed with TCMD since Jan 1, 2024 |
Additional governance checks:
- Compensation Committee interlocks: None requiring disclosure; no member was a current/former TCMD officer in 2024 .
Expertise & Qualifications
- Extensive leadership across health technology and medical devices; prior CEO roles and strategic oversight at Cerner and Philips; board experience at Baxter and Veracyte .
- Board skills matrix indicates strong representation across CEO experience, healthcare/medical devices, technology/cybersecurity, M&A, strategic planning, and international exposure among nominees (context for board composition) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notable Details |
|---|---|---|---|
| D. Brent Shafer | 32,744 | <1% | Includes 10,469 RSUs scheduled to vest within 60 days of March 13, 2025; no stock options reported |
Reference:
- Shares outstanding: 23,665,798 as of March 13, 2025 .
- Pledging/hedging: Directors prohibited from pledging, short sales or hedging; options and certain derivatives prohibited except approved 10b5‑1 plans .
- Director stock ownership guidelines: Expected to own ≥5x annual Board cash retainer; compliance progress reported with retention of at least 50% of net profit shares until guideline met .
Governance Assessment
- Positive signals: Independent status; dual committee service on Audit and Compensation; strong attendance norms; independent executive sessions; robust ownership guidelines and prohibition on pledging/hedging; no related-person transactions disclosed .
- Alignment: 2024 compensation mix skewed to equity (annual RSUs), with cash tied to committee service; annual RSUs vest within one year, promoting ongoing board service alignment .
- Potential watch item: Concurrent leadership responsibilities at Baxter (chair and interim CEO) may increase time-commitment complexity; however, no TCMD-related transactions or interlocks requiring disclosure were reported .
- RED FLAGS: None disclosed regarding related-party transactions, option repricings, pledging/hedging, or attendance shortfalls .