Raymond Huggenberger

About Raymond O. Huggenberger

Independent director at Tactile Systems Technology (TCMD); age 66; director since 2017. Former CEO and President of Inogen, Inc., with prior senior leadership at Sunrise Medical (durable medical equipment). Current TCMD committee roles: Chair, Compensation and Organization Committee; Member, Compliance and Reimbursement Committee. Board determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except CEO Sheri Dodd and former CEO Daniel Reuvers are independent .
• Committees and meetings (2024):
  • Compensation and Organization Committee – Chair (Huggenberger); 6 meetings .
  • Compliance and Reimbursement Committee – Member; 4 meetings .
• Attendance: Board held 6 meetings; each director attended at least 75% of aggregate Board and committee meetings; all continuing directors attended the 2024 annual meeting .
• Governance practices: Independent Chairman (William Burke); fully independent committees; clawback policies; prohibition on hedging/pledging; double-trigger change-in-control equity vesting; independent compensation consultant .

Fixed Compensation

Director fee structure (annual cash retainers):

• Board retainer: $50,000; Chairman additional $50,000 .
• Committee retainers: Audit $10,000 member/$20,000 chair; Compensation and Organization $7,500 member/$15,000 chair; Nominating & Corporate Governance $5,000 member/$10,000 chair; Compliance & Reimbursement $5,000 member/$10,000 chair .
• Annual director equity: RSUs with grant value ~ $145,000; vests on earlier of 1 year or next annual meeting .

Performance Compensation

• Non-employee directors receive time-based RSUs; no director performance-based awards disclosed .
• As Compensation Committee Chair, Huggenberger oversees executive pay-for-performance:
  • 2024 Management Incentive Plan metrics and outcomes:

    Metric	Threshold	Target	Max	Actual 2024	Payout vs Target
    Revenue ($mm)	$283.0	$310.0	$337.0	$293.0	68.5%
    Adjusted EBITDA ($mm)	$31.1	$36.4	$41.7	$37.1	106.7%
    Weighted payout	—	—	—	—	82.0%

  • PSU program metrics (multi-year): revenue growth (65% weight) and Adjusted EBITDA/Margin changes (35% weight) with 25%–175% payout range; 2024 PSU-year payout 95.6% of target (company-wide) .

Other Directorships & Interlocks

• Related-party transactions: None over $120,000 since Jan 1, 2024; policy requires Audit Committee approval of any such items .

Expertise & Qualifications

• CEO experience in oxygen therapy/durable medical equipment (Inogen) and broader DME operations (Sunrise Medical), supporting alignment with TCMD’s compliance and reimbursement oversight .
• Committee leadership experience; signed Compensation & Organization Committee Report in 2025 .
• Board skills coverage: senior leadership, healthcare/medical device, M&A, strategic planning, risk management (Board skills matrix shows strong CEO and medtech exposure across nominees) .

Equity Ownership

• Outstanding director equity at 12/31/2024: RSUs 10,469; stock options 7,175 (all exercisable) .
• Ownership guidelines: Directors must hold ≥5x annual Board cash retainer; time-based RSUs count; compliance expected within later of Dec 9, 2026 or 5 years; directors either comply or are making progress .
• Hedging/pledging: Prohibited by Insider Trading Policy .

Governance Assessment

• Strengths:
  • Independent director; chairs compensation committee; fully independent committees; strong governance policies (clawbacks; no gross-ups; double-trigger vesting; stock ownership guidelines; no hedging/pledging) .
  • Transparent, formula-based executive incentive design with revenue and Adjusted EBITDA metrics; independent consultant (Coda Advisors) engaged; peer group benchmarking targeted around 50th percentile .
  • Positive shareholder feedback: ~96% say‑on‑pay approval at 2023 meeting, suggesting investor support for pay programs overseen by his committee .
• Alignment:
  • Director pay mix balanced (cash + time-based RSUs); equity ownership guidelines enhance skin-in-the-game; options outstanding are all exercisable and relatively modest .
• Risks/Red Flags:
  • None evident: no related-party transactions; attendance threshold met; pledging/hedging prohibited; no excise tax gross‑ups; performance awards for executives use multi-year periods and are not repriced .

Implication: Huggenberger’s background in DME operations, coupled with independent status and disciplined pay governance as compensation chair, supports board effectiveness and investor confidence, with limited conflict risk evidenced by absence of related-party transactions and strong policy framework .