Edward M. Basile
About Edward M. Basile
Edward M. Basile (age 77) is an independent director at TransMedics Group, Inc. since February 2016, and serves as Chairperson of the Nominating and Corporate Governance Committee. He is a retired attorney who chaired King & Spalding LLP’s FDA and Life Sciences Practice and previously served in FDA’s Chief Counsel’s Office as Associate Chief Counsel for Drugs & Biologics and for Enforcement (1975–1985). He holds a B.S. in Mechanical Engineering from Lafayette College and a J.D. from George Washington University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| King & Spalding LLP | Chair, FDA & Life Sciences Practice; Member, Policy & Compensation Committees | 25 years | Built leading FDA life sciences practice; advised medical device, pharma, biotech companies on FDA matters |
| U.S. Food & Drug Administration (Chief Counsel’s Office) | Associate Chief Counsel (Drugs & Biologics; Enforcement) | 1975–1985 | Enforcement and regulatory counsel; deep FDA regulatory expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | Proxy biography lists no current public company directorships for Mr. Basile |
Board Governance
- Independence: Board determined Mr. Basile is independent under Nasdaq and Exchange Act rules .
- Committees: Chair, Nominating & Corporate Governance; Member, Audit Committee .
- Attendance: Board held 7 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet in executive session .
Fixed Compensation
| Component | 2023 Amount | 2024 Amount | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $40,000 | $50,000 | Policy change effective March 2024 |
| Nominating & Corporate Governance Committee – Chair fee | $10,500 | $10,500 | Chair retainer replaces member retainer |
| Audit Committee – Member fee | $10,000 | $10,000 | Member retainer applies |
| Total cash fees earned | $60,500 | $70,500 | Matches policy + roles |
| Travel reimbursement | $1,481 | $724 | Actuals reported |
Performance Compensation
| Equity Award | 2023 | 2024 | Vesting |
|---|---|---|---|
| RSUs (shares) | 1,193 RSUs | 732 RSUs | Annual grants vest in full at first anniversary; initial appointment vests 1/3 at first anniversary, remainder monthly over 24 months |
| RSUs (grant date fair value) | $85,097 | $100,672 | Fair values per ASC 718 |
| Stock options (shares) | 1,916 shares | 1,154 shares | Annual grants vest fully at first anniversary; exercise price at grant-date close |
| Stock options (grant date fair value) | $85,185 | $100,185 | Fair values per ASC 718 |
No performance-based equity or director bonus metrics are disclosed for non-employee directors; awards are time-based RSUs and options aligned to market practice .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy for Mr. Basile |
| Potential interlocks/conflicts | None disclosed; Audit Committee (of which Mr. Basile is a member) oversees related person transactions |
Expertise & Qualifications
- FDA regulatory expertise: Former Associate Chief Counsel for Drugs & Biologics and Enforcement at FDA .
- Life sciences legal leadership: Chaired King & Spalding’s FDA & Life Sciences Practice; advised device/pharma/biotech on FDA matters .
- Technical/Legal credentials: B.S. Mechanical Engineering (Lafayette); J.D. (GW Law) .
Equity Ownership
| Metric | As of Mar 31, 2024 | As of Mar 31, 2025 | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 72,485 | 52,521 | Less than 1% of outstanding in both years |
| Composition | 64,135 options exercisable within 60 days; 1,193 RSUs vesting within 60 days | 51,789 options exercisable within 60 days; 732 RSUs vesting within 60 days | Footnote breakdown per proxy |
| Unvested RSUs (director) | 1,193 | 732 | Director award holdings |
| Options outstanding (director) | 64,135 | 51,789 | Director award holdings |
| Pledging/Hedging | Company insider trading policy prohibits hedging/monetization transactions by directors |
Governance Assessment
- Board effectiveness: Mr. Basile brings deep FDA and regulatory expertise, chairs Nominating & Corporate Governance, and serves on Audit—supporting oversight of conflicts, governance structure, and related-party review .
- Independence & attendance: Independent under Nasdaq; meets attendance expectations; attended Annual Meeting—positive engagement signal .
- Pay structure alignment: Director pay mix of cash + time-based RSUs/options; policy updated in 2024 to market levels; annual director equity awards sized at ~$90k each (RSUs/options), with transparent grant and vesting mechanics .
- Shareholder signals: Strong say-on-pay approvals—~94% in 2023 and ~95% in 2024—indicate broad investor support for compensation governance .
- Related-party exposure: No Basile-specific related-party transactions disclosed; Audit Committee oversees item 404 reviews; one disclosed employment of CEO’s sister, not involving Basile—limited conflict exposure but underscores need for oversight .
- Red flags: None specific to Basile identified (no pledging, no hedging permitted, no attendance or compensation anomalies disclosed) .