Edwin M. Kania, Jr.
About Edwin M. Kania, Jr.
Edwin M. Kania, Jr. (age 67) has served as an independent director of TransMedics Group, Inc. since December 2003. He is a managing partner of FarField Partners; previously, he co‑founded Flagship Pioneering, serving as initial chairman (2001–2014) and managing partner through 2020, and is now partner emeritus. He holds a B.A. in Physics from Dartmouth College and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flagship Pioneering | Co‑founder; Initial Chairman; Managing Partner; Partner Emeritus | Chairman 2001–2014; MP through 2020; Partner Emeritus (current) | Guided creation and scaling of life science ventures |
| OneLiberty Funds (predecessor to Flagship) | Managing Partner | — | Early lead investor in TransMedics |
| Various private/public companies | Board member | 40+ years | Multiple boards across life sciences; not individually listed |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| FarField Partners | Managing Partner | Current | Personal venture capital investment/advisory firm |
| Flagship Pioneering | Partner Emeritus | Current | Ongoing advisory affiliation post managing partner role |
Board Governance
- Independence: The Board determined Mr. Kania is independent under Nasdaq rules; seven of eight directors were independent in 2024 and 2025 .
- Committees: Audit Committee member; designated an “audit committee financial expert” by the Board (alongside Ms. Raines and Mr. Gunderson) .
- Attendance and engagement: The Board met seven times in 2024; no director attended fewer than 75% of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting; executive sessions of non‑management directors are held without management .
- Board leadership: Independent Chair (James R. Tobin); CEO and Chair roles separated to strengthen oversight .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $50,000 | $60,000 |
| Committee cash retainer policy (member) | Audit: $10,000; Comp: $7,500; Nominating: $5,000 | Audit: $10,000; Comp: $7,500; Nominating: $5,000 |
| Board annual cash retainer (member) | $40,000 | $50,000 |
| Board Chair retainer | $85,000 (policy) | $95,000 (policy) |
Notes:
- Retainers paid quarterly in arrears; committee chair retainers replace member retainers .
- No meeting fees disclosed; travel reimbursements may be paid (Kania had none in 2024) .
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| RSUs (grant date fair value per year) | $85,097 | $100,672 |
| Options (grant date fair value per year) | $85,185 | $100,185 |
| Annual RSU grant (units) | 1,193 RSUs (granted May 25, 2023) | 732 RSUs (granted May 23, 2024) |
| Annual option grant (shares) | 1,916 options (granted May 25, 2023) | 1,154 options (granted May 23, 2024) |
| Vesting | Annual grants vest in full at 1‑year; initial appointment grants vest 1/3 at year 1, remainder monthly over 24 months; acceleration on death, disability, or change in control |
Performance metrics:
- Non‑employee director equity is time‑based; no director‑specific performance metrics disclosed for equity awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Kania in 2024–2025 proxy materials |
Expertise & Qualifications
- 40+ years venture capital, extensive life sciences company board experience .
- Financial oversight expertise; Audit Committee financial expert designation .
- Education: Dartmouth (Physics), Harvard Business School (MBA) .
Equity Ownership
| Metric | 2024 (as of 3/31/2024) | 2025 (as of 3/31/2025) |
|---|---|---|
| Total beneficial ownership (shares) | 333,002 | 334,888 |
| Ownership (% of outstanding) | 1.0% | 1.0% |
| Direct/indirect shares held | 302,893 (incl. 46,142 via Kania 2021 GRAT B) | 302,893 (incl. 46,142 via Kania 2021 GRAT B) |
| Options exercisable within 60 days | 28,916 | 30,070 |
| RSUs vesting within 60 days | 1,193 | 1,925 |
| Unvested RSUs outstanding (year‑end) | 1,193 (12/31/2023) | 732 (12/31/2024) |
| Shares subject to outstanding options (year‑end) | 28,916 (12/31/2023) | 30,070 (12/31/2024) |
Disclosure notes:
- No pledging of Mr. Kania’s TransMedics shares is disclosed in proxy ownership footnotes; RSUs/option vesting schedules per policy .
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert, bolstering financial reporting oversight . Long tenure with deep sector investing and board experience; strong attendance and engagement; independent board chair structure .
- Alignment: Holds ~1.0% ownership, with mix of direct shares, RSUs, and options; annual director equity grants in RSUs and options align board compensation with shareholder outcomes .
- Compensation structure: Director pay is balanced between cash retainer and time‑based equity; policy updated in 2024 to increase board member retainers and chair retainer modestly; no meeting fees disclosed; equity accelerates only on death/disability/change‑in‑control .
- Related‑party exposure: Proxy “Certain Relationships and Related Person Transactions” sections do not disclose any related‑party transactions involving Mr. Kania; Audit Committee reviews related‑person transactions per charter .
- Shareholder signals: Strong say‑on‑pay support—~95% approval in 2024 and 94% in 2023—signals investor confidence in compensation governance overseen by independent committee and consultant .
- RED FLAGS: None disclosed specific to Mr. Kania on attendance, related‑party transactions, or hedging/pledging; monitor trust holdings for any future pledging disclosures; continue tracking committee effectiveness and Audit oversight given rapid corporate growth .