Vindell Washington
TACTILE SYSTEMS TECHNOLOGYAbout B. Vindell Washington
Independent director since 2023 (age 60). Physician executive with deep experience across clinical care delivery, health information technology policy, and payor operations. Currently Chief Clinical Officer for Care and Director of the Health Equity Center of Excellence at Verily Life Sciences; prior roles include EVP/CMO at Blue Cross Blue Shield of Louisiana and National Coordinator and Principal Deputy at the U.S. Office of the National Coordinator for Health IT. Board tenure at TCMD: 2023–present, serving as Chair of the Compliance & Reimbursement Committee and member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verily Life Sciences, LLC | Chief Clinical Officer for Care; Director, Health Equity Center of Excellence; previously CCO of Verily Health Platforms and CEO of Verily Onduo | 2020–present | Led strategy and execution of virtual population health solutions; clinical leadership across research and care products |
| Blue Cross Blue Shield of Louisiana | Executive Vice President & Chief Medical Officer | 2017–2019 | Oversaw medical management, accreditation, pharmacy, and provider network functions |
| Office of the National Coordinator for Health IT (HHS) | National Coordinator and Principal Deputy | 2016–2017 | Directed national healthcare IT policy |
| Franciscan Missionaries of Our Lady Health System | Medical Group President; prior roles 2009–2016 | 2009–2016 | Led ambulatory strategy development and execution |
| Piedmont Emergency Medicine Associates | CEO & President (various roles 1997–2008) | 1997–2008 | Group leadership and operations |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Harvard Medical Faculty Physicians | Director | Not disclosed | Non-profit, multi-specialty physician group practice affiliated with HMS |
| Blue Cross Blue Shield of Louisiana Foundation | Director | Not disclosed | Non-profit foundation |
| Other public company boards | — | — | None disclosed |
Board Governance
- Independence: Board determined Washington is independent under Nasdaq rules; TCMD maintains an independent Chairman and fully independent board committees .
- Committee assignments: Chair, Compliance & Reimbursement; Member, Nominating & Corporate Governance .
- Committee mandates and cadence:
- Compliance & Reimbursement: Regulatory compliance oversight; sustainability and corporate responsibility; 4 meetings in 2024 .
- Nominating & Corporate Governance: Board composition, effectiveness, governance guidelines; 5 meetings in 2024 .
- Attendance: Board held six meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; directors are expected to attend the annual meeting and all continuing directors attended in 2024 .
- Executive sessions: Non-employee directors regularly meet without management .
- Risk oversight: Committee-level coordination; Audit Committee oversees cybersecurity with seven meetings in 2024 .
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $65,000 | Total cash fees received in 2024 |
| Board annual cash retainer | $50,000 | Standard for non-employee directors |
| Compliance & Reimbursement Chair fee | $10,000 | Committee chair annual retainer |
| Nominating & Corporate Governance member fee | $5,000 | Committee member annual retainer |
| Election to receive RSUs in lieu of cash | 0 elected in 2024 | Directors could elect 10–100% of cash retainers as fully vested RSUs; none elected in 2024 |
Performance Compensation
| Equity Award (2024) | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSUs | May 8, 2024 | 10,469 | $144,996 | Vest in full on earlier of 1 year from grant or 2025 annual meeting |
Performance metrics used for executive incentives (context for board oversight of pay-for-performance):
| Metric | Threshold | Target | Maximum | Actual 2024 Result | Payout Factor Context |
|---|---|---|---|---|---|
| Revenue (MIP, weight 65%) | $283.0M | $310.0M | $337.0M | $293.0M | 68.5% for revenue leg; weighted toward 82.0% overall payout |
| Adjusted EBITDA (MIP, weight 35%) | $31.1M | $36.4M | $41.7M | $37.1M | 106.7% for EBITDA leg; weighted toward 82.0% overall payout |
| 2024 PSUs revenue change (weight 65%) | 103.0% | 113.0% | 123.0% | 106.8% | 52.8% of target for revenue leg |
| 2024 PSUs Adjusted EBITDA Margin (weight 35%) | 11.0% | 11.7% | 12.4% | 12.7% | 175% of target for margin leg; 95.6% weighted payout |
Additional compensation governance signals:
- Independent compensation consultant (Coda Advisors) engaged; 18-company peer group; target around 50th percentile .
- Strong say-on-pay support: ~96% approval at 2023 annual meeting; no material program changes for 2024 .
Other Directorships & Interlocks
| Individual | External Board | Public Company? | Committee Roles |
|---|---|---|---|
| B. Vindell Washington | Harvard Medical Faculty Physicians | No | Not disclosed |
| B. Vindell Washington | BCBS Louisiana Foundation | No | Not disclosed |
| Compensation Committee Interlocks | None in 2024 | — | No Item 404 interlocks |
Expertise & Qualifications
- Medical care leadership, health IT policy, payor relations, and executive leadership experience spanning provider, payer, and health-tech ecosystems .
- Governance contributions aligned to regulatory compliance, corporate responsibility, and board effectiveness mandates .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| B. Vindell Washington | 19,169 shares | <1% | Includes 10,469 RSUs scheduled to vest within 60 days of March 13, 2025 |
Stock ownership guidelines and alignment:
- Directors must own ≥5x the annual Board cash retainer; compliance required by the later of December 9, 2026 or five years from becoming subject to guidelines; directors either comply or are progressing within the permitted period .
- Hedging and pledging are prohibited for directors and executive officers .
- Insider Trading Policy in place; directors subject to trading windows and restrictions .
Governance Assessment
- Committee leadership and independence: Washington’s chair role on Compliance & Reimbursement and membership on Nominating & Governance reinforce board oversight of regulatory matters and governance effectiveness; independence status confirmed under Nasdaq rules .
- Engagement: Board and committee meeting cadence and ≥75% attendance across directors signal active oversight; independent director executive sessions are routine .
- Compensation alignment: Director pay mix balances modest cash retainers ($65k in 2024) and time-vested equity ($145k RSUs), with robust stock ownership guidelines and bans on hedging/pledging—supportive of shareholder alignment .
- Related-party risk: No related person transactions since January 1, 2024; no compensation committee interlocks—reduces conflict-of-interest risk .
- Pay-for-performance governance: Board oversees clearly defined revenue and Adjusted EBITDA metrics for executive incentives; strong prior say-on-pay support suggests investor confidence in compensation governance .
RED FLAGS
- None disclosed for Washington: no pledging/hedging, no related-party transactions, no attendance concerns, and compensation structure consistent with market norms .