William Burke
TACTILE SYSTEMS TECHNOLOGYAbout William W. Burke
Independent Chairman of the Board at Tactile Systems Technology (TCMD). Age 65, director since 2015; currently serves on the Nominating and Corporate Governance Committee and is designated Independent under Nasdaq rules . Former President of Austin Highlands Advisors (2015–June 2024) and long-time medtech CFO with M&A execution across IDEV (sold to Abbott), ReAble (sold to Blackstone/merged with DJO), and Cholestech . The Board separates CEO and Chair roles, enhancing independent oversight; Burke chairs the Board under that model .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austin Highlands Advisors, LLC | President | Nov 2015 – Jun 2024 | Corporate advisory leadership |
| IDEV Technologies | EVP & CFO | Nov 2009 – Aug 2013 | Company acquired by Abbott in Aug 2013; finance and transaction execution |
| ReAble Therapeutics | EVP & CFO | Aug 2004 – Dec 2007; remained until Jun 2008 | Sold to Blackstone (2006), merged with DJO (Nov 2007) |
| Cholestech Corporation | CFO | 2001 – 2004 | Diagnostics finance leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Adtalem Global Education (NYSE: ATGE) | Director | Current | Education; non-overlapping with TCMD customers/suppliers |
| CeriBell, Inc. (NASDAQ: CBLL) | Director | Current | Medical device; neurodiagnostics |
| Nalu Medical, Inc. | Director | Current | Medical device; neuromodulation |
| EQ Health Acquisition Corp. | Director | Prior | SPAC board service |
| Invuity, Inc. | Director | Prior | Acquired by Stryker (Oct 2018) |
| LDR Holding Corporation | Director | Prior | Acquired by Zimmer Biomet (Jul 2016) |
| Medical Action Industries | Director | Prior | Acquired by Owens & Minor (Oct 2014) |
Board Governance
- Chairman of the Board; Independent; serves on Nominating & Corporate Governance Committee (committee chaired by Valerie Asbury; members include Burke and B. Vindell Washington) .
- Board held 6 meetings in 2024; each director attended at least 75% of board and committee meetings; all continuing directors attended the 2024 annual meeting .
- Governance quality signals: fully independent committees; independent Chair; annual board/committee evaluations including third-party interviews in 2024; regular executive sessions without management; explicit risk oversight, including cybersecurity within Audit Committee .
- Insider Trading Policy prohibits hedging and pledging; stock ownership guidelines apply to directors (5x annual board cash retainer, with retention requirements until compliance; deadline later of Dec 9, 2026 or five years) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $107,500 | Individual cash compensation for Burke in 2024 |
| Annual Director RSU Grant (May 8, 2024) | 10,469 RSUs; Grant-date fair value $144,996 | Vests in full on earlier of one year or 2025 annual meeting |
| Total Director Compensation (2024) | $252,496 | Cash + stock awards |
Director Cash Compensation Policy (for context):
| Element | Member | Chair |
|---|---|---|
| Board Annual Cash Retainer | $50,000 | +$50,000 additional for Chairman |
| Audit Committee | $10,000 | $20,000 |
| Compensation & Organization Committee | $7,500 | $15,000 |
| Nominating & Corporate Governance Committee | $5,000 | $10,000 |
| Compliance & Reimbursement Committee | $5,000 | $10,000 |
| Non-employee directors may elect 10–100% of cash retainers in RSUs; 2024 elections: none . |
Performance Compensation
- Director equity is time-based RSUs only; no director PSUs or options grants in 2024 (Burke’s outstanding legacy options are fully exercisable) .
- Company performance metrics (used for executive incentive alignment overseen by the Compensation Committee that Burke does not sit on):
2024 Management Incentive Plan Targets
| Metric | Threshold | Target | Max | Weight | 2024 Actual → Payout |
|---|---|---|---|---|---|
| Revenue ($mm) | $283.0 | $310.0 | $337.0 | 65% | $293.0 → 68.5% of target |
| Adjusted EBITDA ($mm) | $31.1 | $36.4 | $41.7 | 35% | $37.1 → 106.7% of target |
| Weighted payout: 82.0% of target; CEO and NEOs paid per formula without discretion . |
2024 PSUs – Performance Grid (executive awards)
| Metric | Weight | 2024 Threshold | Target | Max | 2024 Result → Weighted Payout |
|---|---|---|---|---|---|
| Revenue change vs 2023 | 65% | 103.0% | 113.0% | 123.0% | 106.8% → 52.8% |
| Adjusted EBITDA Margin | 35% | 11.0% | 11.7% | 12.4% | 12.7% → 175% |
| Total weighted payout for 2024 PSUs (2024 tranche): 95.6% of target . |
Other Directorships & Interlocks
- Compensation Committee interlocks: none; no insider participation among members in 2024 .
- Related-party transactions: none >$120,000 since Jan 1, 2024 involving directors/executives/5% holders or immediate family entities .
- Potential interlocks/conflicts: Burke sits on multiple healthcare boards (CeriBell, Nalu), but the company reports no related-party transactions; ongoing oversight via Audit Committee policy and related person transaction approvals mitigates risk .
Expertise & Qualifications
- Senior finance/operator in medtech across diagnostics, vascular, and orthopedics; deep M&A execution and public board experience; enhances culture, financing, and operating strategy governance on TCMD’s board .
- Board skills matrix alignment: prior CEO/leadership, healthcare/medical device, M&A, strategic planning, risk management, technology/systems/IP exposure as reflected in Board’s skills summary .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial Ownership (as of Mar 13, 2025) | 39,455 shares; less than 1% of class |
| Components (within 60 days of Mar 13, 2025) | 3,713 options exercisable; 10,469 RSUs scheduled to vest |
| Year-end 2024 Holdings | RSUs: 10,469; Stock options: 3,713 (all exercisable) |
| Ownership Guidelines | 5x annual Board cash retainer; progress/compliance within deadline; 50% net profit shares retention until met |
| Hedging/Pledging | Prohibited under Insider Trading Policy |
Governance Assessment
- Strengths: Independent Chair; fully independent committees; robust evaluations with third-party input; attendance at least 75% and annual meeting participation; clear ownership guidelines and anti-hedging/pledging; no related-party transactions; no tax gross-ups; double-trigger equity vesting under change-in-control and no option repricing without shareholder approval (new 2025 plan) .
- Compensation alignment: Director mix is balanced cash retainer plus time-based RSUs; executive comp uses measurable revenue and EBITDA metrics with disciplined payout and clawbacks; independent consultant engaged; say‑on‑pay support historically strong (96% in 2023) .
- RED FLAGS: None disclosed. No pledging/hedging; no related-party transactions; no committee interlocks; meeting attendance threshold met. Monitor multi-board medtech ties for future related-party exposure, but current policy and disclosures mitigate risk .