James R. Tobin
About James R. Tobin
James R. Tobin, age 80, is Chairperson of the Board at TransMedics Group, Inc. and has served as a director since July 2011 . He is the retired President and CEO of Boston Scientific (1999–2009), former President and CEO of Biogen (and President/COO 1994–1997), and spent 22 years at Baxter International culminating as President and COO; he holds a BA from Harvard College and an MBA from Harvard Business School and served as a Lieutenant in the U.S. Navy . He is deemed an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | President & CEO | 1999–2009 | Led large-cap medtech; public company CEO experience |
| Biogen Inc. | President & CEO; President & COO | CEO tenure not dated; COO 1994–1997 | Large-cap biotech leadership; commercial scaling |
| Baxter International Inc. | Various roles to President & COO | 22 years (dates not enumerated) | Global operations and P&L leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Globus Medical, Inc. (public) | Director; Lead Director | Current (as of proxy) | Lead independent oversight |
| Lyra Therapeutics (public) | Director | Current | Healthcare/biotech governance |
| Xenter, Inc. (private) | Director | Current | Private medtech oversight |
| Impulse Dynamics (private) | Director | 2021–2023 (prior) | Cardiac device exposure |
| Oxford Immunotec, Inc. (public, acquired) | Director | 2014–2021 (prior) | Diagnostics governance |
Board Governance
- Role and independence: Chairperson of the Board; independent under Nasdaq rules .
- Board leadership: Roles of CEO and Chair are separated to enhance oversight; Board reaffirms this structure .
- Committees: Member, Nominating and Corporate Governance Committee; not listed on Audit or Compensation committees .
- Attendance: Board met 7 times in 2024; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive sessions without management .
- 2025 director election results: Tobin received 21,154,414 For / 491,441 Against / 48,386 Abstain (with 4,939,164 broker non-votes) .
- Say-on-pay support: ~95% approval at the 2024 annual meeting; 2025 vote received 20,883,760 For / 755,962 Against / 54,519 Abstain .
Fixed Compensation
| 2024 Director Compensation (Non-Employee) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $100,000 |
| Stock awards (RSUs, grant-date fair value) | $100,672 |
| Option awards (grant-date fair value) | $100,185 |
| All other compensation | $0 |
| Total | $300,857 |
| 2024 Non-Employee Director Compensation Policy | Chair ($) | Member ($) |
|---|---|---|
| Annual cash retainer (Board) | 95,000 | 50,000 |
| Audit Committee retainer | 20,000 | 10,000 |
| Compensation Committee retainer | 15,000 | 7,500 |
| Nominating & Corporate Governance retainer | 10,500 | 5,000 |
| Annual equity award target (grant-date fair value) | Options ~$90,000; RSUs ~$90,000 | Options ~$90,000; RSUs ~$90,000 |
| Initial appointment equity award target | Options ~$150,000; RSUs ~$150,000 | Options ~$150,000; RSUs ~$150,000 |
| 2024 Equity Grant Details (Non-Employee Directors) | Detail |
|---|---|
| Grant date | May 23, 2024 |
| RSUs granted | 732 units |
| Options granted | 1,154 shares |
| Vesting (annual grants) | RSUs and options vest in full on first anniversary |
| Accelerated vesting | Upon death, disability, or change in control |
Notes: Cash retainer differentials plus committee membership explain Tobin’s $100,000 cash total (Board Chair $95,000 + committee membership) .
Performance Compensation
- Director equity is time-based (no performance conditions); annual RSUs and options vest on the first anniversary of grant; no TSR/financial metrics are used for non-employee director equity .
| Performance Metric | Use in Director Compensation |
|---|---|
| Financial/TSR/ESG metrics | None disclosed; director equity vests time-based |
Other Directorships & Interlocks
| Company | Relation to TMDX | Interlock/Conflict Disclosure |
|---|---|---|
| Globus Medical, Lyra Therapeutics, Xenter | Unrelated businesses; no customer/supplier disclosure | No related-party transactions disclosed involving Tobin in 2024–2025 proxy |
Expertise & Qualifications
- Decades of C-suite leadership across medtech and biotech (Boston Scientific CEO; Biogen CEO/COO; Baxter COO) .
- Governance experience as lead director (Globus Medical) and multiple public/private boards .
- Education: Harvard College (BA), Harvard Business School (MBA); U.S. Navy Lieutenant .
Equity Ownership
| Beneficial Ownership (as of March 31, 2025) | Shares |
|---|---|
| Total beneficially owned | 221,075 (<1%) |
| Held by revocable trust | 173,146 |
| Options exercisable within 60 days | 46,004 |
| RSUs vesting within 60 days | 1,925 |
| Additional Equity Detail (as of Dec 31, 2024) | Amount |
|---|---|
| Unvested RSUs outstanding | 732 |
| Options outstanding (shares) | 46,004 |
Policy signals:
- Anti-hedging: Company prohibits directors, officers, and employees from hedging/monetization transactions (e.g., swaps, collars, exchange funds) .
- Pledging: Proxy discloses anti-hedging; no explicit pledging policy disclosure noted in the 2025 proxy .
- Director stock ownership guidelines: Proxy details executive ownership guidelines (2x salary) but does not disclose specific director ownership guidelines; the Compensation Committee may recommend director ownership guidelines .
Governance Assessment
- Board effectiveness: Independent Chair with extensive medtech/biotech operating experience; separation of Chair/CEO roles supports oversight .
- Independence and engagement: Independent status; full attendance thresholds met; participation in Nominating & Corporate Governance; all directors attended the 2024 annual meeting .
- Shareholder signals: Strong board support in 2025 director elections (Tobin 21.15M For vs 0.49M Against); robust say‑on‑pay support historically (~95% in 2024), and solid 2025 support levels, indicating investor confidence in governance and pay practices .
- Pay alignment: Director compensation balanced between cash and equity; equity is time-based and standard for directors; no performance metrics or option repricings disclosed .
- Conflicts/related parties: No related‑party transactions disclosed involving Tobin; related‑party disclosure in 2025 proxy limited to CEO’s family employment .
RED FLAGS
- None disclosed regarding attendance, related-party transactions, option repricing, or hedging/pledging violations; anti‑hedging policy in place .
Compensation Committee Analysis (context for governance)
- Composition and independence: Compensation Committee composed entirely of independent directors; chaired by Thomas J. Gunderson .
- Compensation consultant: Pearl Meyer engaged; Compensation Committee determined the consultant is independent and no conflicts exist .
- Compensation peer group: 2024 peer set includes medtech/biotech names such as Inari Medical, iRhythm, Shockwave Medical, Glaukos, NovoCure, PROCEPT BioRobotics, among others, selected to reflect business comparability and size trajectory .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~95% after program changes including revenue‑driven annual bonus caps, use of RSUs and options, and stock ownership guidelines for executives; Company maintains annual say‑on‑pay cadence and engages investors .
- 2025 say‑on‑pay: 20,883,760 For / 755,962 Against / 54,519 Abstain .
Related‑Party Transactions (screen)
- No transactions reported involving Tobin; the proxy’s related‑party section discloses CEO’s sibling employment and general indemnification/insurance arrangements .
Director Attendance and Voting (reference)
| Measure | Result |
|---|---|
| 2024 Board meetings | 7; no director <75% attendance |
| 2024 Annual Meeting attendance | All directors attended |
| 2025 Tobin election | 21,154,414 For; 491,441 Against; 48,386 Abstain; 4,939,164 broker non‑votes |
Notes for Investors
- Time-based director equity (RSUs/options) aligns exposure to stock performance without encouraging short‑term risk; absence of performance metrics for director equity is standard practice .
- Anti‑hedging controls apply to directors; no pledging disclosure in the proxy; monitor future disclosures for pledging/hypothecation, if any .
- External board roles at Globus Medical (lead director) and Lyra Therapeutics broaden sector insight; no interlocks or related‑party dealings with TMDX disclosed .