Anil Ranganath
About Anil Ranganath
Senior Vice President, General Counsel & Corporate Secretary at TransMedics Group, Inc. since June 2023; age 44. Education: B.S. in Computer Science (Worcester Polytechnic Institute) and J.D. (Suffolk University Law School) . 2024 company performance was strong: revenue grew 83% to $441.5M, operating profit $37.5M, net income $35.5M, and cash from operations $48.8M; the company reported outperforming market indices over 3- and 5-year periods and disclosed TSR and pay-versus-performance metrics (CAP) indicating shareholder value creation momentum . In 2024, bonuses were formulaically tied to a revenue target ($370M) and strategic objectives, with actual revenue at $441.5M and six of eight objectives achieved; as a new leader, Ranganath’s payout was capped at 100% of target despite corporate maximum achievement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waters Corporation | Vice President, Deputy General Counsel | 2010–2023 | Managed legal affairs; trusted advisor on strategic, tactical, and operational plans |
| Brown Rudnick LLP | Attorney | Not disclosed | Represented life sciences and biotechnology companies on corporate and IP matters |
External Roles
- Not disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 215,385 | 400,000 |
| Target Bonus (% of Salary) | 45% | 45% |
| Actual Annual Bonus ($) | 180,000 | 180,000 (capped at 100% of target) |
| Stock Awards ($) | 892,987 | — |
| Option Awards ($) | 893,789 | — |
| All Other Compensation ($) | 5,181 | 14,250 |
| Total Compensation ($) | 2,187,342 | 594,250 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Revenue | Not disclosed | $370M | $441.5M | Company max; individual capped | Cash bonus; Ranganath capped at 100% of target due to new leader status |
| Impact Factor One (Aviation fleet to ≥16 planes) | Not disclosed | 16 planes by 9/30/2024 | Met | Contributed to payout | Qualitative strategic goal |
| Impact Factor One (US Lung clinical program initiation) | Not disclosed | By 12/31/2024 | Not met | — | Qualitative strategic goal |
| Impact Factor One (ERP & HRIS completion) | Not disclosed | By 12/31/2024 | Met | Contributed to payout | Qualitative strategic goal |
| Impact Factor One (PMA submissions – assembly improvements) | Not disclosed | By 12/31/2024 | Met | Contributed to payout | Qualitative strategic goal |
| Impact Factor Two (EBITDA positive ≥2 quarters) | Not disclosed | In 2024 | Met | Contributed to payout | Qualitative financial discipline |
| Impact Factor Two (FDA submission – integrated sensors) | Not disclosed | By 12/31/2024 | Not met | — | Qualitative R&D milestone |
| Impact Factor Two (OCS Connect II & Cloud) | Not disclosed | By 12/31/2024 | Met | Contributed to payout | Qualitative tech milestone |
| Impact Factor Two (Supply chain control at NOP hubs) | Not disclosed | By 12/31/2024 | Met | Contributed to payout | Operational execution |
2024 bonus mechanics: threshold revenue $314.5M (85% of target) plus 3/4 Impact Factor One goals required for any payout; 200% payout at ≥$435M revenue; linear interpolation otherwise; committee retained discretion but did not apply further adjustments to payouts; Ranganath capped at 100% of target due to tenure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 5,160 (1,873 shares held; 3,287 options exercisable within 60 days of 3/31/2025) |
| Ownership as % of Shares Outstanding | Less than 1% (shares outstanding 33,827,880 as of 3/31/2025) |
| Unvested RSUs (12/31/2024) | 7,134; market value $444,805 at $62.35 closing price |
| Options Outstanding (12/31/2024) | 1,226 exercisable; 9,194 unexercisable; strike $93.88; expiration 8/1/2033; vest 25% on 6/5/2024 then monthly over 36 months |
| 2024 Option Exercises | 4,289 shares exercised; $222,899 value realized |
| 2024 RSU Vesting | 2,378 shares vested; $321,244 value realized |
| Stock Ownership Guidelines | C-level executives required to hold ≥2× base salary; unvested time-based RSUs count; options do not; executives are on track for compliance |
| Hedging/Pledging | Anti-hedging policy in place; pledging not disclosed |
Employment Terms
| Provision | Pre-Change-in-Control (CIC) | Post-CIC (Double Trigger) |
|---|---|---|
| Severance Multiple | 0.75× of highest base salary + highest bonus (preceding 3 years), reduced by any noncompete payments, paid over 9 months | 1.0× of highest base salary + highest bonus (preceding 3 years), lump sum |
| Health Benefits Continuation | Up to 9 months | Up to 12 months |
| Bonus Treatment | Prorated annual bonus based on prior year bonus | Prorated annual bonus based on prior year bonus |
| Equity Acceleration | None | Accelerated vesting of all unvested options and RSUs; performance awards at target |
| Clawback Policy | Dodd-Frank and Nasdaq-compliant recoupment for erroneously awarded incentive comp (three prior fiscal years) | |
| Anti-Hedging | Prohibited (for directors, officers, employees) | |
| Non-Compete/Non-Solicit | One-year post-termination non-compete and non-solicit covenants | |
| 280G Treatment | “Better-of” cut or pay approach to avoid excess parachute excise tax unless greater after-tax benefit to executive | |
| Ownership Guidelines | 2× base salary; annual compliance evaluation; executives on track | |
| Say-on-Pay Support | 95% approval in 2024 | |
| Peer Group (Comp Benchmarking) | 2024 peer group includes AtriCure, Axonics, Inari, iRhythm, NovoCure, Shockwave, Glaukos, PROCEPT, Silk Road, STAAR Surgical, Treace, others |
Investment Implications
- Pay-for-performance alignment: Ranganath’s cash incentive linked to revenue and strategic objectives; 2024 payout capped at target due to tenure, signaling disciplined application of “new leader” policies despite company overachievement .
- Retention and supply overhang: Unvested RSUs (7,134) vest annually through 2027 and options continue monthly vesting—periodic vesting may create incremental share supply; 2024 option exercises indicate activity, but end-2024 options were out-of-the-money at $62.35 vs $93.88 strike, tempering near-term sell pressure .
- Change-in-control economics: Double-trigger equity acceleration with 1.0× salary+bonus and 12 months benefits post-CIC; pre-CIC severance at 0.75×—moderate protection that supports retention while limiting windfalls (no tax gross-ups) .
- Governance and risk controls: Formal clawback, anti-hedging, stock ownership guidelines, and high say-on-pay support (95%) bolster investor confidence; no significant perquisites disclosed .
- Track record and execution: Legal leadership since mid-2023 amid rapid scale-up; 2024 milestones achieved (ERP/HRIS, aviation scaling, OCS submissions) alongside 83% revenue growth and first-year profitability, indicating strong organizational execution and growing strategic complexity where GC oversight is material .