Sheri Dodd
TACTILE SYSTEMS TECHNOLOGYAbout Sheri Dodd
Sheri L. Dodd, age 59, is Chief Executive Officer of Tactile Systems Technology, Inc. (Tactile Medical) since July 1, 2024 and has served on the company’s board since 2021; she previously led Medtronic Canada and held senior roles at Medtronic and Johnson & Johnson, with early career roles at WHO and in outcomes research; she holds a BS from the College of Idaho and an MSc in Health Planning and Financing from the London School of Economics and the London School of Hygiene and Tropical Medicine . Under her leadership, Tactile delivered Q3 2025 revenue growth of 17% year over year to $85.8 million, gross margin of 76% (vs. 75% in Q3 2024), net income of $8.2 million (vs. $5.2 million), and adjusted EBITDA of $14.4 million (vs. $10.7 million), alongside authorization of a second $25 million share repurchase program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medtronic plc | President, Medtronic Canada; prior VP roles (health economics & market access; clinical research; GM non-intensive diabetes therapies; GM remote patient monitoring) | 2010–2024 | Led commercial operations in Canada; prior roles built payer, reimbursement and clinical evidence capabilities and home-based care platforms |
| Johnson & Johnson (Ethicon, Inc.) | Vice President, Health Economics & Reimbursement | 1997–2010 | Advanced reimbursement strategies across pharma/med devices; payer expertise |
| Orthopedic Surgeons, plc | Outcomes Researcher | 1995–1997 | Outcomes research foundation |
| World Health Organization | Project Coordinator | 1988–1993 | International public health project management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No additional public company boards disclosed beyond TCMD directorship |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 357,500 | 90% of base salary, prorated (Jul 1–Dec 31, 2024) | 239,850 | 9,500 (401(k) match) | 2,476,841 |
Note: Ms. Dodd’s offer letter set initial CEO base salary at $650,000 with 2024 target bonus at 90% of actual base earned; equity awards granted post Q2 earnings release .
Performance Compensation
Annual Cash Incentive (MIP) – 2024
| Metric | Weighting | Target | Actual | Payout (% of target) | Payout Amount ($) |
|---|---|---|---|---|---|
| Revenue | 65% | Not disclosed | 293.0 million | 68.5% | 239,850 (total MIP paid to Dodd) |
| Adjusted EBITDA | 35% | Not disclosed | 37.1 million | 106.7% | 239,850 (total MIP paid to Dodd) |
| Weighted payout | — | — | — | 82.0% | 239,850 |
Committee applied no discretion and included an EBITDA floor (pro rata reduction if aggregate MIP would push EBITDA below $31.1 million) .
2024 Equity Awards – Grants and Vesting Terms
| Award Type | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Director RSUs | 2024-05-08 | 10,469 | 144,996 | Vests May 7, 2025, subject to continued service |
| RSUs (CEO appointment) | 2024-08-07 | 64,959 | 874,998 | Vests one-third on each of first three anniversaries of grant |
| PSUs (CEO appointment) | 2024-08-07 | Threshold 15,775; Target 63,103; Max 110,430 | 849,997 (probable outcome); 1,487,492 (max) | Three performance periods with annual earning and time-based vesting over 3 years; metrics: revenue change and adjusted EBITDA margin (2024, 2025), revenue change and adjusted EBITDA change (2026); payout 25%–175% of target per tranche |
Outstanding Equity Awards at FY2024 Year-End (Market value at $17.13/share)
| Award | Units (#) | Market Value ($) | Notes |
|---|---|---|---|
| Director RSUs (2024) | 10,469 | 179,334 | Vest May 7, 2025 |
| RSUs (Aug 2024 grant) | 64,959 | 1,112,748 | Time-based vest over 3 years |
| 2024 PSUs earned (2024 performance) | 20,108 | 344,450 | Vests upon certification of 2025 performance |
| 2024 PSUs unearned | 42,069 | 720,636 | Future tranches subject to 2025–2026 performance |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 33,654 shares; less than 1% of class (23,665,798 shares outstanding as of Mar 13, 2025) |
| Ownership guidelines (CEO) | 3x base salary in shares; full-value RSUs count, PSUs/options do not; deadline later of Dec 9, 2026 or 5 years from becoming subject; retain 50% net profit shares until compliant |
| Compliance status | Company states each executive officer either complies or is making progress toward compliance |
| Pledging/hedging | Prohibited (no pledging, short sales, or derivatives; only approved 10b5-1 plans permitted) |
| Options | None disclosed for Dodd outstanding at 12/31/2024; no in-the-money option value |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment | At-will; CEO start July 1, 2024; initial base salary $650,000; eligible for annual bonus (2024 target 90% of actual base earned) |
| Equity on hire | RSUs $875,000 vesting in thirds over 3 years; PSUs $850,000 earned/vested over 3 years consistent with 2024 PSU design |
| Severance plan participation | Executive Employee Severance Plan; standard restrictive covenants agreement |
| Severance (no CIC) | If terminated without cause or for good reason: 2x base salary paid over 24 months (CEO), 18 months health premium continuation; pro-rata vesting of unvested equity per plan |
| Severance (within 12 months post-CIC) | 2x (base + target bonus) lump sum; 18 months health premium continuation; full acceleration of unvested equity at target for PSUs; double trigger required |
| Change-of-control tax gross-ups | None provided (no 280G/4999 gross-ups) |
| Clawbacks | Required clawback for restatements (3 years lookback); supplemental clawback for misconduct causing material harm |
| Non-compete | 12 months post-termination across company operating geographies (with state law modifications; e.g., CA/DC/Oklahoma limit post-employment non-compete) |
| Non-solicit | 12 months post-termination; employee/customer non-solicit with state-specific modifications |
Potential Payments Upon Termination or Change-in-Control (as of 12/31/2024)
| Scenario | Base Salary ($) | Annual Bonus ($) | Health Benefits ($) | Accelerated RSUs ($) | Accelerated PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary termination (no CIC) | 1,300,000 | — | 20,645 | 264,796 | 301,497 | 1,886,938 |
| Involuntary termination within 12 months of CIC | 1,300,000 | 585,000 | 20,645 | 1,292,082 | 1,065,092 | 4,262,819 |
| Death or disability | — | — | — | 1,292,082 | 344,450 | 1,636,532 |
| CIC with equity not assumed | — | — | — | 1,292,082 | 1,065,092 | 2,357,174 |
Board Governance
- Board service: Director since 2021; currently CEO-director with no committee memberships; independent chairman (William W. Burke) and fully independent board committees .
- Governance safeguards: Double-trigger equity acceleration; prohibition on hedging/pledging; independent compensation consultant; non-employee directors regularly meet without management; annual election of all directors .
- Director compensation framework: Standard cash retainers ($50,000 board; committee retainers $5,000–$20,000; chair premiums); annual director RSU grant ~$145,000; directors may elect to take retainers in RSUs; director ownership guideline 5x board cash retainer with 50% net shares retention until compliant .
Performance & Track Record
- Q3 2025 operating performance: Revenue $85.8 million (+17% YoY), gross margin 76% (vs. 75%), operating income $11.0 million (vs. $6.8 million), net income $8.2 million (vs. $5.2 million), adjusted EBITDA $14.4 million (vs. $10.7 million); second $25 million share repurchase program authorized .
- CEO certifications: SOX 302 and 906 certifications signed by Ms. Dodd for Q3 2025 10-Q .
Compensation Structure Analysis
- Mix: Significant equity-heavy package on CEO appointment (2024 RSUs $874,998; PSUs $849,997; director RSUs $144,996) vs cash (partial-year salary and MIP payout) .
- Pay-for-performance: Annual MIP tied to revenue (65%) and adjusted EBITDA (35%); 2024 payout at 82% of target based on $293.0 million revenue and $37.1 million adjusted EBITDA, with EBITDA floor control .
- Long-term alignment: 3-year PSUs with explicit financial metrics (revenue change, adjusted EBITDA margin/change) and 25%–175% payout curves; strict ownership guidelines and retention requirements reduce near-term selling pressure .
- Governance protections: Double-trigger CIC vesting, no excise tax gross-ups, clawbacks for restatements and misconduct .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Equity award modifications/repricing: None disclosed (no option acceleration value due to exercise prices above market at 12/31/2024) .
- Severance structure: Standardized plan, double trigger for CIC (investor-friendly) .
- Legal proceedings: Company filed an 8-K regarding a U.S. District Court matter (company-level disclosure; not specific to Dodd) .
Equity Ownership & Vesting Cadence (Insider Selling Pressure)
- Beneficial ownership: 33,654 shares (<1% of shares outstanding); notable RSU and PSU vesting events in 2025–2027 could create periodic selling windows, but 50% net-share retention until guideline compliance mitigates pressure .
- Company buyback: $25 million repurchase authorization announced Nov 3, 2025 may offset supply from vesting-related sales .
Compensation Committee & Consultant
- Committee composition: Compensation and Organization Committee—Raymond O. Huggenberger (Chair), D. Brent Shafer, Carmen B. Volkart .
- Consultant: Board highlights use of an independent compensation consultant .
Investment Implications
- Alignment: The combination of revenue/EBITDA-based MIP and multi-year PSUs tied to financial metrics, plus strict ownership/retention and anti-hedging policies, supports pay-for-performance alignment and reduces short-term sell pressure .
- Retention risk: Mitigated by standardized severance (2x base pre-CIC; 2x base+target bonus post-CIC) with double-trigger equity acceleration; no tax gross-ups lessens shareholder risk of outsized CIC payouts .
- Trading signals: Upcoming vesting/certification dates (e.g., director RSUs vest May 7, 2025; PSUs vest upon 2025/2026 performance certification) can create episodic liquidity events; the $25 million buyback can absorb supply; watch performance against PSU targets to gauge future equity realization .
- Execution: Q3 2025 results indicate operational momentum; monitoring continued revenue growth, adjusted EBITDA trajectory, and PSU attainment will be key for assessing CEO value creation vs incentive payouts .