Deepti Jain
About Deepti Jain
Deepti Jain, age 57, has served as an independent director of Treace Medical Concepts, Inc. since October 2021 (3.5 years of tenure as of the 2025 proxy). She previously held senior executive roles in healthcare services and pharmacy benefit management, and holds an MBA from the Zicklin School of Business at Baruch College, with prior degrees in Philosophy/Classical Music and English Literature. She brings CFO/COO and President-level operating experience to TMCI’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IngenioRx, Inc. (Anthem subsidiary) | President | Jan 2019–Dec 2020 | Led launch/scale of fast-growing business in healthcare PBM |
| Anthem Pharmacy Solutions | SVP & Chief Operating Officer | 2014–2018 | Operations leadership in pharmacy solutions |
| Medco Health Solutions Inc. (Health Plan Division) | CFO & SVP Finance | 2010–2012 | Financial leadership in plan division |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tactile Systems Technology, Inc. (NASDAQ: TCMD) | Director | Jan 2021–May 2023 | Audit; Compliance & Reimbursement Committees |
Board Governance
- Committee assignments: Audit Committee member; Chair, Nominating & Corporate Governance (NCG). Audit Committee met 4 times in 2024 with 100% attendance; NCG met 5 times with 100% attendance.
- Independence: The Board determined Jain is independent under Nasdaq Listing Rules; independent directors meet in regularly scheduled executive sessions.
- Board structure: Classified board; Jain is a Class I director. Re-elected at the May 20, 2025 annual meeting to a term expiring in 2028.
- 2024 Board activity: Board held 8 meetings; each director attended at least 75% of Board and committee meetings; 8 of 9 directors attended the May 21, 2024 annual meeting.
| 2025 Annual Meeting Voting | For | Withheld/Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Election: Deepti Jain | 34,754,249 | 7,499,653 | — | 9,208,628 |
| Advisory Say-on-Pay | 39,922,580 | 2,315,848 | 15,474 | 9,208,628 |
| Auditor Ratification | 51,392,623 | 43,127 | 26,780 | 0 |
Fixed Compensation
- Non-employee director cash policy (effective Jan 17, 2024): $45,000 Board retainer; +$20,000 per year for committee chair (Audit, Compensation, NCG); +$10,000 per year per committee membership; $45,000 for Board chair; Lead Independent Director retainer $50,000 established Aug 2024. Paid quarterly in arrears.
- Deepti Jain 2024 cash fees earned: $74,560.
| 2024 Director Compensation (Cash) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Deepti Jain) | 74,560 |
Performance Compensation
- Annual equity mix (2024): 50% options ($75,000 Black-Scholes value) and 50% RSUs ($75,000 target value).
- 2024 grants to Deepti Jain (grant-date fair values): RSUs $75,002; Options $75,001.
- Vesting and terms: Annual options vest 1/12 monthly until the earlier of first anniversary or just before next annual meeting; RSUs vest on first anniversary or just before next annual meeting; options have 10-year term; exercise price = closing price on grant date. All director options and RSUs fully vest upon merger/change-in-control, subject to continued service through the vest date.
| 2024 Director Equity Awards | Value ($) | Vesting Schedule | Key Terms |
|---|---|---|---|
| RSUs (Deepti Jain) | 75,002 | Annual RSUs vest at 1-year or immediately before next annual meeting, subject to service | Time-based; no performance metrics |
| Stock Options (Deepti Jain) | 75,001 | 1/12 monthly; last installment on/just before next annual meeting | 10-year term; exercise price = grant-date close; CIC full vesting |
| Director Compensation Performance Metrics | Disclosure |
|---|---|
| Performance-based metrics tied to director pay | None; director equity awards are time-based and nondiscretionary per policy |
Other Directorships & Interlocks
- Prior public board: Tactile Systems Technology, Inc. (NASDAQ: TCMD) with Audit and Compliance & Reimbursement committee service.
- Compensation Committee interlocks: Company disclosed no relationships requiring Item 404 disclosure among Compensation Committee members during 2024; Jain is not a member of the Compensation Committee.
Expertise & Qualifications
- Executive leadership in healthcare PBM and pharmacy solutions; CFO/COO background with Medco and Anthem units; governance experience as public company director.
- Education: BA in Philosophy/Classical Music (Dayanand Anglo Vedic College), MA in English Literature (Guru Nanak Dev University), MBA (Zicklin School of Business, Baruch).
Equity Ownership
- Beneficial ownership (record date): 128,866 shares; less than 1% of outstanding. Total shares outstanding 62,385,101.
- Near-term awards: Options exercisable or becoming exercisable within 60 days: 82,540 shares; RSUs scheduled to vest within 60 days: 15,486 shares.
- Ownership guidelines (adopted Feb 19, 2025): Directors to hold 3× Board cash retainer; compliance by Dec 31, 2030 or five years after appointment; directors were within the five-year accumulation period as of record date and thus in compliance.
- Anti-hedging/anti-pledging: Company policy prohibits hedging, short sales, transactions in public options, holding in margin accounts, or pledging company securities.
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 128,866 |
| Ownership % of Outstanding | <1% |
| Options exercisable/within 60 days | 82,540 |
| RSUs vesting within 60 days | 15,486 |
| Director Ownership Guideline | 3× Board cash retainer |
| Compliance Status (as of record date) | Within accumulation period; in compliance |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
- Strengths: Independent director with 100% committee attendance in 2024; chairs NCG overseeing governance, compliance, ESG, and director nominations; Audit Committee membership supports risk oversight; shareholder support evidenced by 34.8M “For” votes in 2025 election and strong say-on-pay “For” votes (39.9M).
- Alignment: Time-based annual RSUs/options with stock ownership guidelines (3× cash retainer) and anti-hedging/pledging prohibitions; no director performance-based metrics that could incent undue risk; clawback applies to Section 16 officers, complementing compensation risk controls at the executive level.
- Potential concerns/RED FLAGS: Board is classified with removal only for cause and two-thirds vote, which may entrench management; director equity fully accelerates on change-in-control, which can be investor-unfriendly in some contexts.
- Related-party/Interlocks: No compensation committee interlocks requiring disclosure in 2024; Audit Committee reviews and approves related-party transactions. No related-party transactions involving Jain disclosed.