Merilee Raines
About Merilee Raines
Merilee Raines (age 69) has served as an independent director of TransMedics Group, Inc. since January 2021. She is Chairperson of the Audit Committee and is designated an “audit committee financial expert,” reflecting extensive finance leadership experience, including a decade as CFO of IDEXX Laboratories (2003–2013). She holds a BA in mathematics from Bowdoin College and an MBA from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEXX Laboratories, Inc. | Chief Financial Officer | Oct 2003 – May 2013 | Senior finance leadership; prior roles include Corporate VP Finance, Treasurer, Director of Finance, Controller |
| IDEXX Laboratories, Inc. | Corporate VP Finance; Treasurer; Director of Finance; Controller | Pre-2003 (dates not specified) | Progressive finance and control roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Watts Water Technologies, Inc. | Director | Since 2011 | Audit Committee; Nominating & Corporate Governance Committee |
| Ocular Therapeutics, Inc. | Director | Since Sep 2021 | Audit Committee |
| Benchmark Electronics, Inc. | Director (former) | 2018 – 2021 | Not specified in TMDX proxy |
| Excelitas Technologies Corporation | Director (private) | Since 2018 | Not specified in TMDX proxy |
| Dead River Company | Director (private, former) | 2018 – 2021 | Not specified in TMDX proxy |
Board Governance
- Independence: The Board determined Raines is independent under Nasdaq and Exchange Act rules; all committee members (Audit, Compensation, Nominating & Corporate Governance) are independent .
- Committee assignments: Audit Committee Chair; Compensation Committee member; designated “audit committee financial expert” .
- Attendance: Board held 7 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; each director attended the 2024 Annual Meeting. Audit Committee met 5 times; Compensation Committee met 5 times; Nominating & Corporate Governance met 4 times .
- Executive sessions: Non-management directors meet in executive sessions without management .
- Board diversity: 25% gender diverse (2 of 8 directors), one of whom is the Audit Chair (Raines) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 50,000 | Standard member retainer |
| Audit Committee Chair retainer | 20,000 | Chair retainer |
| Compensation Committee member retainer | 7,500 | Member retainer |
| Total cash fees (Raines actual) | 77,500 | Reflects role mix above |
Performance Compensation
| Equity Element (2024) | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual grant) | May 23, 2024 | 732 | 100,672 | Annual grants vest in full on 1st anniversary |
| Stock Options (annual grant) | May 23, 2024 | 1,154 | 100,185 | Annual grants vest in full on 1st anniversary; options priced per plan |
| Policy ranges (for context) | n/a | n/a | ~90,000 RSUs + ~90,000 options (annual) | Initial equity awards ~150,000 RSUs + ~150,000 options; initial grants vest 1/3 at 1 year then monthly over 24 months |
Performance linkage and safeguards:
- Equity mix: Options (value contingent on share price appreciation) and RSUs (value tied to TMDX stock) .
- Anti-hedging: Directors prohibited from hedging/monetization transactions under insider trading policy .
- Equity grant timing controls: Structured process to avoid MNPI timing; option exercise prices set at closing price on grant date .
Other Directorships & Interlocks
| External Board | Overlap with TMDX ecosystem | Potential Conflict Indicator |
|---|---|---|
| Watts Water Technologies, Inc. | Water control/flow products; no TMDX related-party transactions disclosed involving Raines | None disclosed in “Certain Relationships and Related Person Transactions” |
| Ocular Therapeutics, Inc. | Ophthalmic therapeutics; no TMDX related-party transactions disclosed involving Raines | None disclosed |
| Benchmark Electronics, Inc. (former) | Electronics manufacturing services; no TMDX related-party transactions disclosed involving Raines | None disclosed |
Expertise & Qualifications
- CFO experience: Former CFO, IDEXX Laboratories; extensive public-company finance and controls background .
- Financial expert designation: Audit Committee financial expert per Item 407 of Regulation S-K .
- Education: BA, Bowdoin College (Mathematics); MBA, University of Chicago .
- Committee leadership: Chairs Audit Committee; member of Compensation Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition Detail |
|---|---|---|---|
| Merilee Raines | 38,745 | <1% | Includes 36,820 options exercisable within 60 days of Mar 31, 2025 and 1,925 RSUs vesting within 60 days |
| Pledged shares (indicator) | Not indicated | n/a | Ownership table footnotes for Raines contain no pledging notation |
Additional director equity status:
- As of Dec 31, 2024, non-employee directors held 732 unvested RSUs each; Raines: 36,820 shares subject to outstanding options .
- 2024 grants: RSUs 732 and options 1,154 to each non-employee director; annual grants vest in full at 1 year .
Governance Assessment
- Committee effectiveness: As Audit Chair and an SEC-defined financial expert, Raines oversees auditor independence, financial reporting integrity, related-party review, risk management, and IT/data integrity (committee charter scope). Audit Committee met five times in 2024 and issued its report; Compensation Committee met five times .
- Independence and attendance: Independent under Nasdaq and Exchange Act; no attendance shortfalls; attended Annual Meeting .
- Compensation and alignment: 2024 compensation mix emphasizes equity (time-based RSUs and options), creating alignment through at-risk pay; cash fees reflect role-based retainers (Board + Audit Chair + Comp member) .
- Shareholder signals: Advisory “say-on-pay” approval ~95% in 2024 indicates broad investor support of compensation governance; compensation program improvements include ownership guidelines and balanced equity mix (context for Board oversight) .
- Conflicts and related-party exposure: Proxy discloses related-party employment for CEO’s sister; no transactions disclosed involving Raines or entities where she serves as director. Audit Committee reviews related-person transactions under formal policy .
- Policies and controls: Anti-hedging policy; structured equity grant timing to avoid MNPI; use of independent compensation consultant (Pearl Meyer), determined independent with no conflicts .
RED FLAGS
- None disclosed specific to Raines: no related-party transactions, no attendance issues, no pledging indicated in ownership footnotes .
CONTEXTUAL NOTES
- Board structure: Independent Chair (James Tobin); CEO separate from Chair, supporting oversight balance .
- Diversity: Raines is one of two female directors; Board gender diversity 25% .