Jane E. Kiernan
About Jane E. Kiernan
Independent director since October 2022; age 64; tenure 2.5 years. CEO and director of Surgimatix, Inc. (privately held medical device) since February 2022; previously Chief Business Officer at Surgimatix (May 2020–Feb 2022). Prior C-suite and senior operating roles at Salter Labs (CEO, 2010–2017) and Baxter Healthcare (executive/general management, 2000–2010). BS in Business from Southern Methodist University. Serves on TMCI’s Compensation Committee; classified as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surgimatix, Inc. | Chief Executive Officer; Director | Feb 2022–present | CEO leadership in medtech startups |
| Surgimatix, Inc. | Chief Business Officer | May 2020–Feb 2022 | Commercial leadership pre-CEO |
| K2 Biotechnology Ventures | Co-founder | Jan 2018–present | Translational innovation venture creation |
| Salter Labs, Inc. | Chief Executive Officer | Oct 2010–May 2017 | Led specialty respiratory/airway devices |
| Baxter Healthcare Corp. | Executive & GM roles | 2000–2010 | Large-cap medtech operating experience |
External Roles
| Organization | Type | Role | Tenure | Status/Notes |
|---|---|---|---|---|
| Pharmazz | Private biopharma | Director | Current | Private company board |
| AVeta Medical | Private medical device | Director | Current | Private company board |
| Axonics, Inc. (AXNX) | Public medtech | Director (prior) | Past | Acquired by Boston Scientific in 2024 |
| Endologix, Inc. (OTC: ELGXQ) | Public medtech | Director (prior) | Past | Aortic disorder treatments |
| American Medical Systems (NASDAQ: AMMD) | Public life sciences | Director (prior) | Past | Acquired by Endo Pharmaceuticals |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq listing rules |
| Committee assignments | Compensation Committee member (not Chair) |
| Attendance | Compensation Committee 2024 attendance 100% (committee-wide); Board held 8 meetings in 2024 and each director attended at least 75% of the aggregate meetings |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions |
| Years of service | 2.5 years as of 2025 proxy |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $54,890 | Actual cash earned in 2024 |
| 2024 Total | $204,894 | Fees + RSU grant-date fair value + option grant-date fair value |
| Non-Employee Director Cash Policy (effective Jan 17, 2024) | Amount |
|---|---|
| Board member annual retainer | $45,000 |
| Board Chair additional retainer | $45,000 |
| Lead Independent Director retainer | $50,000 (established Aug 2024) |
| Committee Chair (Audit/Comp/NCG) | $20,000 |
| Committee Member (Audit/Comp/NCG) | $10,000 |
Performance Compensation
| Equity Type | 2024 Grant Fair Value | Vesting & Terms |
|---|---|---|
| Restricted Stock Units (RSUs) | $75,002 | Annual RSU vests at the earlier of 1-year anniversary or immediately before next annual meeting (May 20, 2025 for 2024 grants) |
| Stock Options | $75,001 | 10-year term; exercise price = closing market price on grant date; vests 1/12 monthly with last installment by May 20, 2025 (earlier of 1-year or next annual meeting) |
| Change-in-control treatment | — | All director options/RSUs fully vest upon merger/change in control, subject to continued service through vesting date |
Note: TMCI director equity is time-based; no performance metrics disclosed for director awards.
Other Directorships & Interlocks
| Potential Interlock/Conflict | Assessment |
|---|---|
| Service on other medtech boards (current private, prior public) | No Item 404 related-party transactions disclosed; Compensation Committee stated no relationships requiring Item 404 disclosure in 2024 |
Expertise & Qualifications
- Former medtech CEO and operator across respiratory, airway and broader medical devices; prior Baxter large-cap operating experience.
- Board experience includes audit and compensation committee service at other medtech companies, indicating governance literacy in pay oversight.
- Entrepreneurial track record (K2 Biotechnology Ventures) and CEO role at Surgimatix suggest commercialization and product development expertise relevant to TMCI’s growth orientation.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jane E. Kiernan | 92,639 | * | Includes 56,304 options exercisable within 60 days and 15,091 RSUs scheduled to vest within 60 days; less than 1% ownership |
| Outstanding Awards (Dec 31, 2024) | Count |
|---|---|
| Options outstanding | 59,004 |
| Unvested RSUs outstanding | 16,035 |
| Ownership Policy | Requirement | Compliance Timeline |
|---|---|---|
| Director stock ownership guideline | 3x Board cash retainer (excludes chair/lead/committee fees) | Achieve by Dec 31, 2030 or fifth anniversary of appointment; all directors within accumulation period and in compliance as of record date |
Policies on alignment and risk:
- Anti-hedging and anti-pledging: directors prohibited from hedging or pledging company stock. No pledges disclosed.
Governance Assessment
- Independence and engagement: Classified independent; Compensation Committee member; committee attendance 100% in 2024—supports board effectiveness and pay oversight credibility.
- Pay-for-performance oversight: Compensation Committee uses independent consultant Compensia; Committee evaluated consultant independence and found no conflicts—positive governance signal.
- Director compensation mix: 2024 compensation weighted toward equity (RSU + options $150,003 vs. cash $54,890), aligning director incentives with shareholders; however, full acceleration of director equity on change-in-control (single-trigger vesting) is a potential shareholder sensitivity point.
- Attendance and board process: Board met eight times in 2024; each director attended at least 75% of Board/committee meetings; independent-only executive sessions held regularly—supports effective oversight.
- Conflicts/related-party exposure: Proxy discloses no Item 404 related-party relationships for Compensation Committee members; family employment disclosures relate to CEO’s relative, not to Kiernan—low conflict risk from Kiernan’s profile.
- Shareholder sentiment: Prior Say-on-Pay received 91.78% support (2024 meeting), suggesting investor alignment with compensation governance; Kiernan participates in that oversight via Compensation Committee.
RED FLAGS
- Change-in-control equity acceleration for directors (full vesting) can be viewed unfavorably by some shareholders in M&A contexts; monitor future policy revisions.