David Weill, M.D.
About David Weill, M.D.
David Weill, M.D., age 61, has served as an independent director of TransMedics since April 2019. He is Principal of Weill Consulting Group (since 2016) and formerly directed the Lung and Heart-Lung Transplant Program at Stanford University Medical Center and the Stanford Center for Advanced Lung Diseases (2005–2016). He holds a B.A. and M.D. from Tulane; completed Internal Medicine residency at Parkland Hospital/UT Southwestern and Pulmonary/Critical Care and Lung Transplant fellowship at University of Colorado . The Board has determined Dr. Weill is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University Medical Center | Director, Lung and Heart-Lung Transplant Program | 2005–2016 | Led clinical programs in transplant and advanced lung disease |
| Stanford Center for Advanced Lung Diseases | Director | 2005–2016 | Oversaw advanced lung disease care; transplant expertise |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Weill Consulting Group | Principal | 2016–present | Biomedical consulting in organ transplantation and lung disease |
No other public-company directorships are disclosed for Dr. Weill in the proxy .
Board Governance
- Committees: Compensation Committee member; Nominating and Corporate Governance Committee member (neither chair) .
- Independence: Board determined Dr. Weill is independent under Nasdaq and Exchange Act rules .
- Attendance: Board held 7 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Shareholder votes: 2025 director re-election votes for Dr. Weill were 21,250,720 for, 395,207 against, 48,314 abstain (broker non-votes 4,939,164) . 2024 say-on-pay support ~95%; 2025 advisory vote results were 20,883,760 for, 755,962 against, 54,519 abstain .
- Compensation governance: Independent consultant (Pearl Meyer) engaged; Committee determined no conflicts of interest . Anti-hedging policy and clawback policy adopted .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $62,500 | Director cash compensation paid in 2024 |
| Committee retainers (policy) | Audit: $10,000 member / $20,000 chair; Compensation: $7,500 member / $15,000 chair; Nominating: $5,000 member / $10,500 chair | 2024 policy update effective March 2024 |
| Board annual cash retainer (policy) | $50,000; Chair $95,000 | Increased from $40,000 and $85,000 respectively in 2024 |
Performance Compensation
| Grant Type | Grant Date | Quantity/Terms | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual) | May 23, 2024 | 732 RSUs (per non-employee director) | $100,672 (Dr. Weill) | Annual grants vest in full on first anniversary; accelerate on death/disability or change in control |
| Stock Options (annual) | May 23, 2024 | 1,154 options (per non-employee director) | $100,185 (Dr. Weill) | Annual grants vest in full on first anniversary; option sizing via 30-day avg price/Black-Scholes |
| Annual director equity mix (policy) | — | Approx. $90k RSUs + $90k options (each) | — | As above; initial appointment awards approx. $150k RSUs + $150k options with 1/3 cliff then monthly vesting over 24 months |
Director equity grants are time-based; no performance metrics apply to director awards. Equity sizing uses average closing price over 30 days and Black-Scholes (options) .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public-company boards disclosed for Dr. Weill in the 2025 proxy |
Expertise & Qualifications
- Domain expertise in organ transplantation and pulmonary disease; decades of clinical leadership at Stanford .
- Brings direct transplant program operations experience beneficial to TransMedics’ OCS/NOP strategy .
- Board determined independence; participates in compensation and governance oversight .
Equity Ownership
| Holder | Shares Held Directly | Options Exercisable ≤60 days | RSUs Vesting ≤60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| David Weill, M.D. | 10,000 | 40,070 | 732 | 50,802 | <1% |
As of March 31, 2025; 33,827,880 shares outstanding. Director option and RSU holdings as of Dec 31, 2024 also presented in the proxy: Dr. Weill had 732 unvested RSUs and 40,070 option shares outstanding .
Governance Assessment
- Alignment: Independent director with relevant medical/transplant expertise; serves on Compensation and Nominating & Corporate Governance Committees—positive for board effectiveness .
- Engagement: Meets attendance expectations; participated in the 2024 Annual Meeting; re-elected in 2025 with strong support .
- Incentives: Mix of cash fees and time-based equity aligns director interests with shareholders without aggressive risk-taking; policy increases modestly raised cash retainers in 2024, maintaining balanced cash/equity mix .
- Controls: Use of independent comp consultant with conflict review; anti-hedging and clawback policies; strong say-on-pay outcomes suggest shareholder confidence .
- Conflicts/Related parties: No related-party transactions disclosed for Dr. Weill; only related-person item noted involves employment compensation for CEO’s sister, which is reviewed under policy—no linkage to Dr. Weill .
- RED FLAGS: None disclosed specific to Dr. Weill (no pledging, no delinquent filings; only one late Form 4 noted for another officer) .