Gerardo Hernandez
About Gerardo Hernandez
Gerardo Hernandez, age 54, has served as TransMedics’ Chief Financial Officer and Treasurer since December 2, 2024. He previously led Corporate FP&A at Alnylam (2020–2024), led FP&A integration at Takeda (2019–2020) following Shire’s acquisition, and headed Corporate FP&A at Shire (2010–2019); earlier he held finance roles at Unilever (1994–2010). He holds a B.S. in Finance (University of Wisconsin–La Crosse) and an MBA in Strategy & Economics (Fundação Getulio Vargas, São Paulo) . In 2024, TransMedics delivered 83% revenue growth to $441.5M, achieved operating profit of $37.5M and net income of $35.5M, and generated $48.8M of operating cash flow, with cumulative TSR of 328% since 2019 baseline, underscoring strong alignment between pay and performance during the period surrounding Hernandez’s appointment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals | VP Finance, Head of Corporate FP&A | 2020–2024 | Led global performance analysis and planning as company scaled from clinical-stage to global commercial enterprise . |
| Takeda Pharmaceuticals | Head of Corporate FP&A Integration | 2019–2020 | Led FP&A through integration following Takeda’s $62B acquisition of Shire, supporting complex global integration . |
| Shire plc | Head of Corporate FP&A (various finance roles) | 2010–2019 | Built and led corporate FP&A; instrumental in enterprise planning pre-acquisition . |
| Unilever plc | Finance roles of increasing responsibility | 1994–2010 | Broad finance foundations across CPG; progressed through multiple roles . |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual base salary rate ($) | $450,000 (established upon hire, annualized) | $450,000 |
| Salary paid in year ($) | $17,308 (partial year from Dec 2, 2024) | n/a (not disclosed) |
| Target annual bonus (%) | Not eligible for 2024 bonus | 50% of base salary |
| Actual annual bonus paid ($) | Not applicable for 2024 | Not disclosed |
Performance Compensation
Equity Awards (Inducement grants at hire)
| Award Type | Grant Date | Units/Options | Grant-Date Fair Value ($) | Vesting Schedule | Exercise Price / Expiration |
|---|---|---|---|---|---|
| RSUs | 12/9/2024 | 12,463 | 870,416 | 25% annually on each of the first four anniversaries of 12/2/2024, subject to continued service | n/a |
| Stock Options | 12/9/2024 | 18,922 | 869,748 | 25% on 12/2/2025; remaining 75% vests in equal monthly installments over 36 months thereafter, subject to service | $69.84 strike; expires 12/9/2034 |
- As of 12/31/2024, closing price was $62.35, so options were out-of-the-money ($62.35 < $69.84) .
Annual Bonus Program Structure (Company-wide; Hernandez not eligible in 2024)
| Metric | Target | Actual | Result/Payout Basis |
|---|---|---|---|
| Revenue | $370M | $441.5M | Above “maximum” threshold ($435M); drives 200% payout for eligible NEOs |
| Impact Factor One goals (4) | ≥3 met to activate threshold | 3 of 4 met | Supports maximum payout when combined with revenue |
| Impact Factor Two goals (4) | Considered qualitatively | 3 of 4 met | Considered in committee review (no additional discretion applied) |
Equity Ownership & Alignment
| Item | Amount / Detail | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 331 | 3/31/2025 | Consists solely of shares underlying options exercisable within 60 days . |
| Shares outstanding (reference) | 33,827,880 | 3/31/2025 | Basis for % ownership computation . |
| Ownership as % of shares outstanding | ~0.001% (331 / 33,827,880) | 3/31/2025 | Calculated from disclosed values . |
| Unvested RSUs (count; value) | 12,463 units; $777,068 market value (at $62.35) | 12/31/2024 | 25% vests annually over 4 years . |
| Options (exercisable vs unexercisable) | Exercisable: 0 as of 12/31/2024; Unexercisable: 18,922 | 12/31/2024 | 25% vests on 12/2/2025; monthly thereafter . |
| Stock ownership guidelines | 2x base salary; unvested time-based RSUs count; 5-year compliance window; C-level execs “on track” | Adopted 1/1/2023 | Supports alignment; options and performance awards don’t count . |
| Hedging/Pledging | Anti-hedging policy in place; no pledging disclosure in proxy | Policy disclosed 2024/2025 | Insider trading policy prohibits hedging; pledging not specifically referenced . |
Note: 2024 Option Exercises and Stock Vested table shows no exercises or vesting for Hernandez in 2024 (no entries), consistent with his December start date .
Employment Terms
| Provision | Standard Termination (after 12 months; no change-in-control) | Termination within 24 months of Change-in-Control (double-trigger) | Notes |
|---|---|---|---|
| Severance cash | Sum of highest base salary in prior 3 years + highest bonus in prior 3 years, payable over 12 months (reduced by any noncompete payments) | Lump sum of 1.5× highest base salary (prior 3 years) + highest bonus (prior 3 years) + target current-year bonus | Not eligible for pre-CIC severance until after first anniversary of start date . |
| Benefits continuation | Up to 12 months | Up to 18 months | Group health insurance . |
| Equity vesting | No acceleration | Full acceleration of unvested options and RSUs; performance-based awards vest at target | Double-trigger acceleration . |
| Pro-rated annual bonus | Pro-rated based on prior year bonus | Pro-rated based on prior year bonus | Subject to release/compliance . |
| Noncompete / Non-solicit | 1-year post-termination noncompete and non-solicit (restrictive covenants) | 1-year post-termination noncompete and non-solicit | Per restrictive covenant agreements . |
| Clawback | Company-wide Dodd-Frank/Nasdaq-compliant clawback policy on incentive-based pay (3-year lookback for restatements) | Same | Applies to Section 16 officers . |
| 280G treatment | “Better-of” provision; no excise tax gross-ups (shareholder-friendly) | Same | No gross-ups; reduce or pay whichever yields higher after-tax . |
| Indemnification | Standard officer indemnification agreement | Standard | Consistent with company practice . |
Estimated severance (disclosed scenarios, values as of 12/31/2024):
- Change-in-control termination: Benefits $39,338; Severance $675,000; Equity acceleration $777,068; Total $1,491,406 .
Performance Compensation – Detailed Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | Formulaic (cap 200%) | $370M | $441.5M | Max 200% for eligible NEOs | Annual bonus for 2024; Hernandez not eligible . |
| Strategic “Impact Factor One” (4 goals) | Threshold gate | ≥3 goals met | 3/4 met | Supports max payout | 2024 program . |
| Strategic “Impact Factor Two” (4 goals) | Qualitative modifier | n/a | 3/4 met | Considered; no extra discretion used | 2024 program . |
Investment Implications
- Strong retention and alignment: Hernandez’s package skews to time-based RSUs and stock options with double-trigger acceleration under CIC and robust stock ownership guidelines (2× salary; RSUs count), anti-hedging policy, and clawback—favorable governance signals without excise tax gross-ups .
- Limited near-term selling pressure: No 2024 vesting/exercises; first option tranche vests 12/2/2025; RSUs vest 25% annually thereafter; options were out-of-the-money at 12/31/2024 ($62.35 vs $69.84), reducing immediate sell pressure risk, though RSU settlements beginning 2025 may create periodic liquidity events .
- Pay-for-performance context: Company’s bonus framework is revenue-driven with strategic gates; while Hernandez was not eligible in 2024, his 2025 target bonus is 50% of salary, indicating measured variable pay tied to the Company’s growth objectives and TSR track record .
- Retention risk mitigants: One-year noncompete/non-solicit, severance economics after 12 months, and double-trigger CIC acceleration support continuity and incentivize value-preserving outcomes in strategic events .
Additional disclosures: No related party transactions involving Hernandez are reported; the 8-K states no material direct/indirect interest in related party transactions and no family relationships . The proxy does not disclose pledging by Hernandez; anti-hedging policy is in place .