Tamer Khayal, M.D.
About Tamer Khayal, M.D.
Chief Commercial Officer at TransMedics Group, Inc. since January 2018; previously Chief Medical Officer and VP, Clinical Development (2006–2017) and Director, Clinical Development (2001–2006). Age 56; education includes an M.D. from Cairo University School of Medicine and a General Certificate of Education from the University of London . Company performance in 2024: revenue $441.5M (+83% YoY vs 2023), first year of operating profitability ($37.5M operating profit), net income $35.5M, and cash from operations $48.8M; compensation decisions were tied to revenue outperformance and strategic goals . Over 2020–2024, pay-versus-performance disclosures show cumulative TSR value of a fixed $100 investment and financial outcomes: 2024 TSR $327.99, net income $35.5M, revenue $441.5M (contextualizing scale achieved during his tenure as CCO) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransMedics Group, Inc. | Chief Commercial Officer | Jan 2018–present | Led commercial scaling of OCS platform; compensation aligned to revenue and execution milestones |
| TransMedics Group, Inc. | Chief Medical Officer; VP, Clinical Development | 2006–2017 | Advanced clinical development across organs; foundation for OCS approvals and commercialization |
| TransMedics Group, Inc. | Director, Clinical Development | 2001–2006 | Early-stage clinical development leadership |
| Zentiva Group, a.s. | Director of Clinical Affairs (MEA) | 6 years (pre-2001) | Led clinical research, regulatory filings, and clinical sales training for MEA operations |
External Roles
No public-company board memberships or external directorships disclosed in the proxy for Dr. Khayal; biography focuses on TransMedics roles and prior Zentiva employment .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 421,875 | 445,962 | 474,231 |
| Annual Base Salary (Committee set) ($) | — | $450,000 | $481,500 (+7.0%) |
| Target Bonus (% of Salary) | — | — | 60% |
| Actual Non-Equity Incentive ($) | 326,903 | 450,000 | 577,800 (200% of target due to >max revenue and goals achieved) |
Performance Compensation
Annual Bonus Program – 2024 Goals and Outcomes
| Metric | Target/Threshold | Actual | Payout Determination |
|---|---|---|---|
| Revenue | Target $370M; Threshold $314.5M; Max at ≥$435M | $441.5M | Max tier achieved; linear interpolation caps at 200% of target |
| Impact Factor One (4 goals) | ≥3 goals for threshold | 3 of 4 met (Aviation ≥16 planes; ERP/HRIS completion; PMA submission x2; US Lung clinical program not met) | Supported max payout |
| Impact Factor Two (4 goals) | Considered for functional/individual adjustments | 3 of 4 met (EBITDA positive ≥2 quarters; OCS Connect II/Cloud; supply chain control; FDA submission of new boards not met) | Committee applied no further discretion |
2024 Equity Grants (mix: 50% options, 50% RSUs)
| Grant Type | Grant Date | Shares/Units | Exercise Price | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options | 2/23/2024 | 18,690 | $83.14 | Monthly over 4 years (standard annual awards) | 1,003,249 |
| RSUs | 2/23/2024 | 12,127 | — | 1/3 each year over 3 years (standard annual awards) | 1,008,239 |
Additional equity history:
- RSUs granted 2/20/2023: 13,075 units; vest 1/3 annually over 3 years .
Program design notes:
- Equity mix uses RSUs and options; performance-based equity evaluated but not implemented; options vest monthly over four years (annual awards), RSUs vest annually over three years .
Option Exercises and RSU Vests (2024 realized)
| Activity | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 132,125 | 10,194,814 (based on market price minus strike) |
| RSUs vested | 4,359 | 386,251 (market price at vest × shares) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 28,078 shares (<1% of outstanding) |
| Breakdown | 5,994 shares held; 22,084 options exercisable within 60 days of 3/31/2025 |
| Unvested RSUs at 12/31/2024 | 8,716 (2023 grant; MV $543,443 at $62.35); 12,127 (2024 grant; MV $756,118) |
| Outstanding Options (12/31/2024) | Multiple tranches with exercisable/unexercisable balances and strikes: 38.46 (2,917/2,917), 13.28 (1,083/15,167), 66.10 (1,251/10,847), 83.14 (3,893/14,797) |
| Shares Outstanding (record date) | 33,827,880 (for ownership % context) |
| Stock Ownership Guidelines | C-level executives must hold shares equal to 2× base salary within 5 years; unvested time-based RSUs count; options do not; executives “on track” for compliance |
| Hedging/Pledging | Anti-hedging policy prohibits hedging/monetization transactions; no pledging policy disclosure noted |
Employment Terms
| Provision | Base Terms for Dr. Khayal |
|---|---|
| Severance (no change-in-control) | 0.75× sum of highest base salary + highest annual bonus (preceding 3 years), paid over 9 months; up to 9 months of benefits; prorated current-year bonus based on prior-year bonus; 9 months service credit |
| Severance (change-in-control, double-trigger) | 1.0× sum of highest base salary + highest annual bonus (preceding 3 years), lump sum; up to 12 months of benefits; 12 months service credit; accelerated vesting of all unvested equity; prorated current-year bonus based on prior-year bonus |
| Restrictive Covenants | One-year non-compete/non-solicitation post-termination; invention assignment and non-disclosure agreements |
| Clawback | Dodd-Frank/Nasdaq-compliant recoupment for erroneously awarded incentive comp tied to financial reporting measures (3-year lookback, awards received on/after Oct 2, 2023) |
| 280G Treatment | “Better-of” provision—cut or pay to maximize after-tax outcome; no excise tax gross-up |
Potential payments (as of 12/31/2024):
| Scenario | Benefit Continuation ($) | Cash Severance ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause / Good Reason (no CoC) | 19,669 | 794,475 | — | 814,144 |
| Termination without Cause / Good Reason (following CoC) | 26,225 | 1,059,300 | 2,113,493 | 3,199,018 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 awards maintain 50/50 split between options and RSUs, reinforcing at-risk, stock-linked pay; RSUs introduced starting 2023 (no RSUs before 2023) .
- Annual bonus plan: Formulaic revenue metric with threshold/target/max and strategic “Impact Factors”; capped at 200% of target; 2024 paid at 200% given revenue > max and goals achievement .
- Governance practices: No single-trigger CoC benefits; no excise tax gross-ups; clawback policy; anti-hedging; stock ownership guidelines; independent compensation consultant (Pearl Meyer) .
Multi-Year Compensation Summary (NEO SCT Entries)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 421,875 | 445,962 | 474,231 |
| Bonus | — | — | — |
| Stock Awards | — | 864,258 | 1,008,239 |
| Option Awards | 379,787 | 866,142 | 1,003,249 |
| Non-Equity Incentive | 326,903 | 450,000 | 577,800 |
| All Other Compensation | — | 4,146 | 14,250 |
| Total | 1,128,565 | 2,630,508 | 3,077,769 |
Performance & Track Record
- 2024 operational scaling: NOP cases >3,700, revenue $441.5M (+83% YoY), first-time operating profit $37.5M, net income $35.5M, cash from operations $48.8M; capacity build-out (logistics command center, aviation hubs) .
- Pay-versus-performance context: 2024 cumulative TSR value of $100 investment = $327.99; net income $35.5M; revenue $441.5M; strong three/five-year stock performance relative to indices noted .
- Execution risks: 2024 Impact Factors include two “not met” (US Lung trial initiation; FDA submission of new OCS boards), indicating targeted areas still progressing .
Equity Ownership & Insider Activity Signals
- Beneficial ownership: 28,078 shares (<1%); mix of held shares and currently exercisable options .
- 2024 option exercise magnitude: 132,125 shares exercised with $10.19M value realized; RSU vesting of 4,359 shares ($386k) — indicative of ongoing equity monetization cadence as awards mature .
- Pledging: No pledging disclosure; anti-hedging policy prohibits hedging/monetization transactions .
Compensation Peer Group & Say-on-Pay
- 2024 peer group includes AtriCure, Axonics, Glaukos, Inari, iRhythm, Nevro, NovoCure, Pacific Biosciences, PROCEPT, Shockwave, Silk Road, STAAR Surgical, Treace, OrthoPediatrics, Outset .
- Say-on-Pay 2024 approval ~95%; program features: formulaic revenue bonus, RSUs + options mix, ownership guidelines; no single-trigger CoC or excise tax gross-ups .
Investment Implications
- Strong pay-for-performance alignment: 2024 bonus paid at cap tied to revenue outperformance and strategic goals; equity grants predominantly at-risk (options/RSUs) with robust vesting discipline .
- Retention risk moderate: CoC severance at 1.0× salary+bonus with full acceleration (double-trigger), and non-CoC protection at 0.75×; plus one-year non-compete and ownership guidelines encourage retention, though significant realizations from 2024 option exercises suggest periodic liquidity events to monitor .
- Alignment and governance: Anti-hedging, clawback policy, no excise tax gross-ups, independent consultant and high say-on-pay support reduce governance red flags; pledging not disclosed but ownership guidelines “on track” .
- Execution watchpoints: Two 2024 Impact Factor goals not met (US Lung trial initiation; FDA boards submission) signal areas to track for medium-term growth drivers that can influence future incentive payouts and commercial trajectory .