Stephanie Lovell
About Stephanie Lovell
Independent director at TransMedics Group, Inc. since March 2021; age 65. Former Executive Vice President, Medicare and Chief Legal Officer at Blue Cross Blue Shield of Massachusetts; prior senior legal roles at BCBSMA and Boston Medical Center; earlier public-sector leadership in the Massachusetts Attorney General’s Office and State Ethics Commission. Education: B.A. in Philosophy (Hamilton College) and J.D. (Boston University School of Law). Core credentials: payer/reimbursement expertise and government/regulatory affairs relevant to commercialization, reimbursement strategy, and compliance oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross Blue Shield of Massachusetts | Executive Vice President, Medicare & Chief Legal Officer | Jul 2015 – Dec 2021 | Led Medicare and legal functions; payer/regulatory expertise |
| Blue Cross Blue Shield of Massachusetts | Senior Vice President & General Counsel | Dec 2011 – Jul 2015 | General Counsel leadership; compliance and governance |
| Boston Medical Center | Senior Vice President, Administration & General Counsel | Mar 2007 – Dec 2011 | Hospital administration and legal oversight |
| Massachusetts Attorney General’s Office | First Assistant Attorney General | Not disclosed | Senior prosecutorial and policy role |
| Massachusetts State Ethics Commission | Executive Director | Not disclosed | Ethics oversight and enforcement |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Accompany Health (private) | Director | Current | Private company director |
| Devoted Health Group, Inc. (private) | Director | Current | Private company director; Medicare Advantage focus |
| Cyclerion Therapeutics, Inc. (public) | Director | Resigned 2023 | Former public company director |
| The Partnership Inc. | Director | Resigned 2023 | Former non-profit director |
| New England Law Foundation | Director | Resigned 2021 | Former board role |
| Massachusetts Taxpayers Foundation | Trustee | Resigned 2021 | Former trustee |
| Goodwill Industries of Massachusetts | Investment Committee Member | Current | Committee member |
Board Governance
- Committee assignments: Compensation Committee (member; Chair: Thomas J. Gunderson) and Nominating & Corporate Governance Committee (member; Chair: Edward M. Basile) .
- Independence: Determined independent under Nasdaq and Exchange Act rules (Rule 10C-1 for compensation committees; Rule 10A-3 for audit committees) .
- Attendance and engagement: Board held 7 meetings in 2024; no director fell below 75% attendance for Board and applicable committees; all directors attended the 2024 Annual Meeting .
- Committee activity levels: Compensation Committee met 5 times in 2024; Nominating & Corporate Governance Committee met 4 times .
- Compensation Committee governance: Uses independent consultant (Pearl Meyer), annually reviews peer group, retains authority over director and executive compensation, clawback policy oversight, ownership guidelines recommendations .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $50,000 | Annual cash retainer (members) |
| Compensation Committee membership retainer | $7,500 | Annual cash retainer (member) |
| Nominating & Corporate Governance Committee membership retainer | $5,000 | Annual cash retainer (member) |
| Total cash fees (2024) | $62,500 | Reported for Lovell |
Policy context: Board increased base annual cash retainer to $50,000 and Chair retainer to $95,000 effective March 2024; committee retainers set as shown above .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting Terms | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | May 23, 2024 | 732 | $100,672 | Vest in full on first anniversary of grant date (subject to continued service); accelerates on death/disability or change-in-control | |
| Stock Options (annual) | May 23, 2024 | 1,154 | $100,185 | Vest in full on first anniversary of grant date (subject to continued service); accelerates on death/disability or change-in-control; exercise price set at closing price on grant date per plan practice |
Award determination mechanics: Target award values are converted to shares using a 30-day average closing price (and Black-Scholes for options); RSU fair value equals closing price × units on grant date .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Devoted Health Group, Inc. | Private | No related-party transactions disclosed with TMDX |
| Accompany Health | Private | No related-party transactions disclosed with TMDX |
| Cyclerion Therapeutics, Inc. | Public (former) | No current interlock; resigned 2023 |
Audit Committee reviews and approves related person transactions per policy; 2024 disclosures show no related transactions involving Lovell .
Expertise & Qualifications
- Payer/reimbursement strategy, Medicare, healthcare law and compliance; senior leadership at BCBSMA and BMC .
- Government and regulatory affairs; leadership in MA AG’s Office and State Ethics Commission .
- Legal training (J.D.) and philosophy (B.A.); governance and ethics emphasis .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 28,188 (less than 1%) |
| Composition (footnote) | 26,263 options exercisable within 60 days of Mar 31, 2025; 1,925 RSUs vesting within 60 days |
| Unvested RSUs (12/31/2024) | 732 |
| Shares subject to outstanding options (12/31/2024) | 26,263 |
| Hedging policy | Hedging prohibited for directors, officers, employees |
| Pledging disclosures | Not disclosed; no pledging noted in proxy |
| Director ownership guidelines | Committee may recommend guidelines; numeric director guideline not disclosed |
Governance Assessment
- Board effectiveness: Lovell is an engaged, independent director serving on two core committees (Compensation; Nominating & Governance), with documented attendance compliance and participation in a Compensation Committee that uses an independent consultant and formal processes (peer group, ownership/clawback oversight), supporting investor confidence in pay governance .
- Alignment: Director pay mix includes meaningful equity grants (RSUs and options) with straightforward vesting and change-of-control acceleration typical for directors; her beneficial ownership includes exercisable options and near-term vesting RSUs, promoting alignment without hedging .
- Conflicts/red flags: No related-party transactions involving Lovell disclosed; independence affirmed; anti-hedging policy in place; no meeting attendance shortfalls reported .
- Shareholder signals: 2024 say-on-pay approval ~95% indicates strong support for compensation practices overseen by the Compensation Committee (of which Lovell is a member) .
RED FLAGS: None disclosed specific to Lovell (no related-party exposure; independence affirmed; attendance compliant; no hedging). Monitor ongoing private board roles for any future related transactions per policy .