Thomas J. Gunderson
About Thomas J. Gunderson
Independent director at TransMedics Group, Inc. since August 2016; age 74 (2025) . He chairs the Compensation Committee and is designated an Audit Committee “financial expert”; he is also a member of the Audit Committee . Background includes 25+ years as a medical technology equity research analyst and managing director at Piper Jaffray (1992–2016), plus current roles in cardiovascular research and medical industry leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Jaffray | Managing Director & Senior Research Analyst (MedTech) | 1992–2016 | Deep industry/financial analysis of medical device companies |
| Minneapolis Heart Institute Foundation | Chair of the Board | 2015–2020; 2024–present | Governance leadership in cardiovascular research |
| American Heart Association | Science & Technology Accelerator Committee member | 2015–2017 | Technology and science commercialization input |
| University of Minnesota, Medical Industry Leadership Institute | Executive in Residence | 2016–present | Industry-academia bridge; mentoring and strategic guidance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Merit Medical Systems, Inc. (public company) | Director | 2017–present | Ongoing board service; committee assignments not disclosed in TMDX proxy |
Board Governance
- Independence: TMDX’s Board determined Gunderson is independent under Nasdaq rules (also independent for Audit and Compensation Committee service) .
- Committees: Chair, Compensation Committee; member, Audit Committee; Audit Committee financial expert designation .
- Attendance and engagement: Board held seven meetings in 2024; no director attended fewer than 75% of Board and committee meetings; non‑management directors hold executive sessions . In 2023, Board met five times with the same ≥75% attendance statement .
- Board leadership: Chairperson of the Board is James R. Tobin; roles of Chair and CEO are separated .
- Compensation consultant: Pearl Meyer engaged as independent advisor; Compensation Committee assessed and found no conflicts of interest; independence affirmed .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards (RSUs) ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 75,000 | 100,672 | 100,185 | 3,008 | 278,865 |
| 2023 | 62,383 | 85,097 | 85,185 | 5,079 | 237,743 |
Non‑employee director compensation structure (2024):
- Board annual retainer: $50,000 member; $95,000 Chair .
- Committee annual retainers: Audit $10,000 member / $20,000 chair; Compensation $7,500 member / $15,000 chair; Nominating & Corporate Governance $5,000 member / $10,500 chair .
- Equity: Annual grants of RSUs and stock options, each targeted at ~$90,000 grant‑date value; initial appointment awards ~$150,000 each; annual grants vest in full on first anniversary; initial appointment grants vest 1/3 after one year, remainder monthly over 24 months; full vesting on death, disability, or change of control .
Performance Compensation
Directors receive time‑based RSUs and stock options; no director performance metrics are tied to pay. Annual director grants in 2024: 732 RSUs and options for 1,154 shares (May 23, 2024), with one‑year full vest for annual grants . Form 4 shows 2024 option grant exercise price $137.53 and RSU award count; 2025 included a common stock award event (see insider trades table below) .
| Grant Date | Instrument | # Shares/Units | Exercise Price | Vesting | Source |
|---|---|---|---|---|---|
| 2024-05-23 | RSUs | 732 | n/a | Full vest at 1-year | Proxy |
| 2024-05-23 | Stock Option | 1,154 | $137.53 | Full vest at 1-year (annual grant) | Form 4; Proxy |
| 2025-05-22 | Common Stock award | 2,134 | $0 (award) | Not specified in 8‑K/Form 4; typical RSU time‑based vesting per policy | Form 4; Proxy |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| Merit Medical Systems, Inc. | Director at another medtech firm | Industry adjacency; no related‑party transactions disclosed involving Gunderson; Audit Committee reviews related person transactions |
Expertise & Qualifications
- MedTech equity research expertise (Piper Jaffray MD/Sr Analyst, 1992–2016) .
- Cardiovascular research governance (MHIF Chair) and industry leadership (UMN MILI Executive in Residence) .
- Financial expertise recognized formally as Audit Committee “financial expert” .
Equity Ownership
| As of | Beneficially Owned Shares | % Outstanding | Composition |
|---|---|---|---|
| 2025-03-31 | 67,214 | <1% | 65,289 options exercisable within 60 days; 1,925 RSUs vest within 60 days |
| 2024-03-31 | 65,328 | <1% | 64,135 options exercisable within 60 days; 1,193 RSUs vest within 60 days |
Outstanding director equity (as of 12/31/2024):
- Unvested RSUs: 732 .
- Shares subject to outstanding options: 65,289 .
Policy alignment:
- Anti‑hedging policy prohibits hedging/monetization transactions by directors .
- Compensation Committee may recommend stock ownership guidelines for non‑employee directors; specifics for directors not disclosed in proxy .
Insider Trades (Form 4) – Director
| Filing Date | Transaction Date | Type | Quantity | Price | Post-Transaction Ownership | SEC URL |
|---|---|---|---|---|---|---|
| 2025-05-23 | 2025-05-22 | Award (Common Stock) | 2,134 | $0 | 4,059 | https://www.sec.gov/Archives/edgar/data/1756262/000095017025077216/0000950170-25-077216-index.htm |
| 2024-05-28 | 2024-05-23 | Award (RSUs) | 732 | $0 | 1,925 | https://www.sec.gov/Archives/edgar/data/1756262/000095017024065399/0000950170-24-065399-index.htm |
| 2024-05-28 | 2024-05-23 | Option Grant (Right to Buy) | 1,154 | $137.53 | 1,154 | https://www.sec.gov/Archives/edgar/data/1756262/000095017024065399/0000950170-24-065399-index.htm |
Data source: Insider-trades skill output and SEC filings .
Say-on-Pay & Shareholder Feedback
| Meeting | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Annual Meeting | 20,883,760 | 755,962 | 54,519 | 4,939,164 |
| 2024 Annual Meeting | 22,902,359 | 1,321,627 | 16,949 | 2,988,846 |
- 2024 proxy indicates approximately 95% approval on say‑on‑pay, reflecting strengthened pay design and shareholder outreach .
Related Party Transactions
- Audit Committee reviews and approves related person transactions; no related‑party transactions identified involving Gunderson in the proxy disclosures. The only disclosed related person case involved the CEO’s sibling employment (not related to Gunderson) .
Governance Assessment
- Strengths:
- Independent director with deep medtech capital markets experience; chairs Compensation Committee and is an Audit Committee financial expert—supports compensation rigor and financial oversight .
- Strong attendance record and board process (executive sessions); Board/committee meeting cadence maintained; no <75% attendance .
- Shareholder support for compensation program is high (2024 ~95% approval; 2025 strong “For” vote counts) .
- Use of independent compensation consultant with no conflicts (Pearl Meyer) .
- Potential risks/flags to monitor:
- Industry interlock: board seat at Merit Medical Systems; while no transactions disclosed, industry adjacency warrants continued monitoring for conflicts (Audit Committee oversight in place) .
- Director pay structure uses time‑based RSUs/options (no performance conditions); while common for directors, investors should watch for equity dilution/overhang and alignment via ownership (unvested RSUs/option holdings disclosed) .
TransMedics Board policies and disclosures (director independence, committee charters, anti‑hedging) and Gunderson’s roles indicate generally strong governance alignment with investor interests .