Waleed H. Hassanein, M.D.
About Waleed H. Hassanein, M.D.
Founder, President and Chief Executive Officer of TransMedics Group; director since August 1998; age 56. Education: M.D., Georgetown University (1993); 3-year cardiac surgery research fellowship at West Roxbury VA Medical Center/Brigham and Women’s Hospital (Harvard affiliate); 2-year general surgery residency at Georgetown University Medical Center . 2024 performance: revenue $441.5M (+83% YoY), operating profit $37.5M, net income $35.5M, and first year of positive cash flow from operations ($48.8M), reflecting scalable growth in OCS and NOP logistics . “Pay vs performance” shows strong TSR and profitability improvement: cumulative TSR value of $327.99 vs peer index $105.42 in 2024; net income $35.5M; revenue $441.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| West Roxbury VA Medical Center & Brigham and Women’s Hospital (Harvard affiliate) | Cardiac surgery research fellow | 3-year fellowship | Foundational clinical research experience supporting OCS innovation |
| Georgetown University Medical Center | General surgery resident | 2 years | Clinical training underpinning leadership in transplant technology |
External Roles
Not disclosed in latest proxy. No other public company directorships for Dr. Hassanein were listed .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $575,192 | $650,000 (annual base set) | $700,000 (annual base set) |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 100% |
| Actual Annual Bonus ($) | $886,770 | $1,170,000 | $1,400,000 |
Notes:
- Salary figures in 2022–2024 reflect amounts paid; base-rate changes shown for 2023–2024 .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Target | Actual | Payout Mechanics | Payout |
|---|---|---|---|---|
| Revenue | $370M | $441.5M | Formulaic; threshold 85% of target, max at ≥$435M; plus strategic “Impact Factor” goals | 200% of target ($1.4M) |
| Impact Factor One (4 goals) | 3 of 4 required | 3/4 met | Aviation fleet ≥16 planes; ERP/HRIS; PMA submissions; lung trial initiation | Met 3/4 |
| Impact Factor Two (4 goals) | Considered | 3/4 met | EBITDA positive ≥2 quarters; FDA submissions; OCS Connect/Cloud; supply chain at NOP hubs | Met 3/4 |
Equity Awards (2024 annual grants)
| Award | Grant Date | Quantity | Exercise/Grant Price | Vesting |
|---|---|---|---|---|
| Stock Options | 02/23/2024 | 56,645 | $83.14 | Monthly over 4 years (service-based) |
| RSUs | 02/23/2024 | 36,755 | $83.14 (share close for fair value) | 1/3 annually over 3 years (service-based) |
Additional outstanding tranches include prior options at $16.00–$66.10 exercise prices expiring 2029–2033 and RSUs from 2023 (24,888 unvested at YE) and 2024 (36,755 unvested at YE) .
Pay Mix and Design
- 2024 long-term incentives: 50% options / 50% RSUs; options vest monthly over 4 years; RSUs vest annually over 3 years (4 years for new hires). No performance-based equity yet; committee continues to evaluate .
- Total CEO compensation is heavily at-risk and equity-linked: 91% performance-based; 82% tied to future stock performance .
Option Exercises and Stock Vested (Liquidity Indicators, 2024)
| Measure | Amount |
|---|---|
| Shares acquired on option exercise | 198,750 |
| Value realized on exercise | $24,642,728 |
| Shares vested (RSUs) | 12,444 |
| Value realized on vesting | $1,102,663 |
The scale of 2024 option exercises suggests meaningful potential selling pressure around vest/managing liquidity; ongoing monthly vesting could continue to create supply overhangs .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Waleed H. Hassanein, M.D. | 1,315,191 | 3.8% | 481,611 held; 833,580 options exercisable within 60 days (as of 3/31/2025) |
Policies and alignment:
- Stock ownership guideline: 2x base salary for C-level executives; 5-year compliance window; includes unvested time-based RSUs; “on track” to comply .
- Anti-hedging policy prohibits equity hedging/monetization transactions .
- No pledging disclosure noted for executives in proxy; no red flag presented in the policy section .
Employment Terms
| Scenario | Cash Severance | Benefits Continuation | Equity | Payment Form | Other |
|---|---|---|---|---|---|
| Termination without cause / resignation for good reason (no CIC) | Sum of highest base salary in past 3 years + highest annual bonus in past 3 years | Up to 12 months | None | 12 monthly installments | Prorated bonus based on prior year; +12 months service credit for retiree eligibility; release required |
| Termination in connection with or within 24 months following Change in Control (double trigger) | 1.5x sum of highest base salary + highest annual bonus in past 3 years | Up to 18 months | Accelerated vesting of all unvested equity | Lump sum | +18 months service credit; prorated bonus; release required |
Illustrative estimated severance (as of 12/31/2024):
| Case | Benefits ($) | Severance ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Prior to CIC (without cause/good reason) | $26,225 | $2,100,000 | — | $2,126,225 |
| Following CIC (without cause/good reason) | $39,338 | $3,150,000 | $7,730,065 | $10,919,403 |
Additional terms:
- Non-compete and non-solicit: 1 year post-termination; invention assignment and NDA in place .
- Clawback policy compliant with Dodd-Frank/Nasdaq, applies to incentive compensation received on/after Oct 2, 2023 .
- 280G “better-of” cut/reduce to maximize after-tax value; no excise tax gross-ups .
Board Governance
- Board service: Director since 1998; CEO; not independent under Nasdaq due to executive role .
- Board leadership: Chairperson is James R. Tobin; roles of CEO and Chair separated, providing independent oversight .
- Committees: Compensation (Chair Gunderson; members Lovell, Raines, Weill), Audit (Chair Raines; members Basile, Gunderson, Kania), Nominating & Governance (Chair Basile; members Lovell, Tobin, Weill). All committee members are independent .
- Attendance: No director <75% attendance in 2024; non-management executive sessions held .
- Director compensation: CEO receives no director fees; non-employee directors paid cash retainers and equity (policy details updated in 2024) .
Director Compensation (for non-employee directors; CEO receives none)
| Element | Chair | Member |
|---|---|---|
| Annual cash retainer | $95,000 | $50,000 |
| Audit Committee retainer | $20,000 | $10,000 |
| Compensation Committee retainer | $15,000 | $7,500 |
| Nominating & Governance retainer | $10,500 | $5,000 |
| Annual equity award | ~ $90,000 options + ~ $90,000 RSUs | ~ $90,000 options + ~ $90,000 RSUs |
| Initial appointment equity | ~ $150,000 options + ~ $150,000 RSUs | ~ $150,000 options + ~ $150,000 RSUs |
| Note: Each non-employee director received 732 RSUs and options to purchase 1,154 shares on May 23, 2024 . |
Compensation Peer Group and Say-on-Pay
- Peer group design targets companies aligned to TMDX size/growth; 2024 peer group includes Inari Medical, iRhythm, Shockwave Medical, Glaukos, STAAR Surgical, etc. (additions/removals detailed in proxy) .
- Target positioning: around market median, with discretion based on performance/impact .
- Independent consultant: Pearl Meyer advises committee; no conflicts identified .
- Say-on-pay approval: ~95% support at 2024 annual meeting; program emphasizes formulaic revenue metric, payout cap 200%, RSUs added to equity mix, stock ownership guidelines .
Performance Context (Financials)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenue ($) | $30.262M* | $93.459M* | $241.623M* | $441.540M |
| EBITDA ($) | $(37.611)M* | $(27.959)M* | $8.662M* | $57.254M* |
| Net Income ($) | $(44.215)M* | $(36.231)M* | $(25.028)M* | $35.464M |
Values with an asterisk were retrieved from S&P Global.
Context:
- Proxy emphasizes 2024 operating profitability for first time and positive operating cash flow .
- TSR outperformance vs Nasdaq Healthcare Index in 3- and 5-year horizons .
Related Party Transactions, Hedging/Pledging, Red Flags
- Anti-hedging policy in place; no disclosure of pledging by executives; no single-trigger CIC benefits; no SERP; no excise tax gross-ups; no option repricing without shareholder approval .
- No specific related party transactions flagged for Dr. Hassanein in the proxy’s summary sections reviewed.
Compensation Structure Analysis
- Increased at-risk pay and equity mix: Shift from 100% options to 50/50 options/RSUs since 2023; 2024 maintained mix .
- Annual incentives tightened with formulaic revenue threshold/target/max and cap at 200%; 2024 paid maximum (200% of target) due to exceptional over-target performance and strategic goal attainment .
- Ownership guidelines introduced; alignment reinforced via meaningful beneficial ownership (3.8%) and continuing vest schedules .
- No discretionary override noted for CEO bonus beyond formulaic design; legal’s bonus capped due to new leader practice .
Board Service History, Committees, Independence
- Board service: Director since 1998; non-independent as CEO .
- Dual-role implications: CEO is not Chair; separation mitigates concentration risk; robust independent committees oversee comp/audit/governance .
- Director compensation policy excludes CEO from fees; avoids potential compensation-related independence issues .
Investment Implications
- Alignment and retention: High at-risk pay, rigorous revenue-linked bonus design, and substantial equity exposure plus ownership guidelines align CEO incentives with growth and TSR; double-trigger CIC with full acceleration could create event-driven equity unlocks .
- Potential selling pressure: Significant option exercises ($24.6M value realized in 2024) and ongoing monthly vesting may create supply overhangs, particularly around lockstep vest dates and market strength .
- Governance quality: Separated Chair/CEO, independent committees, clawback/anti-hedging policies, no gross-ups, strong shareholder support (95% say-on-pay) reduce governance risk and signal shareholder alignment .
- Performance momentum and incentive risk: Revenue-based incentives with a 200% cap can motivate continued top-line scaling; monitor whether future targets remain sufficiently challenging as business scales, and whether introduction of performance-based equity (PSUs) is considered to tighten long-term pay-for-performance .