Elizabeth Gasser
TANDEM DIABETES CAREAbout Elizabeth Gasser
Elizabeth Gasser, 49, is Executive Vice President and Chief Strategy and Product Officer at Tandem Diabetes Care, overseeing strategy, corporate development, product management, behavioral sciences, and competitive intelligence; she has held this expanded role since November 2023 after serving as Chief Strategy Officer since June 2021 and earlier EVP Strategy & Corporate Development since January 2020. She holds a B.A. and M.A. in Economics from the University of Cambridge and previously led corporate strategy and strategic development at Qualcomm Technologies, Inc. . Company performance during her senior strategy tenure includes record 2024 sales of ~$940 million, a >480,000 worldwide in‑warranty installed base, and positive full‑year 2024 free cash flow; 2023 delivered nearly $750 million sales and ~450,000 installed base amid transitional headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tandem Diabetes Care | EVP, Strategy & Corporate Development | Jan 2020–Jun 2021 | Led strategy and corporate development functions |
| Tandem Diabetes Care | EVP, Chief Strategy Officer | Jun 2021–Nov 2023 | Directed corporate strategy, laying foundation for growth initiatives |
| Qualcomm Technologies, Inc. (QTI) | VP, Corporate Strategy | Jan 2016–Jun 2017 | Led corporate strategy at mobile/wireless leader |
| Qualcomm Technologies, Inc. (QTI) | VP, Strategic Development | Nov 2012–Jan 2016 | Led strategic development initiatives |
| Independent Adviser | Strategy/Corp Dev Adviser | Jun 2017–Jan 2020 | Advised boards/executives on strategy and corp dev |
External Roles
No external board roles disclosed for Ms. Gasser in the proxy statements reviewed .
Fixed Compensation
Multi‑year compensation (NEO disclosure):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $437,091 | $437,091 | $450,203 |
| Stock Awards | $732,050 | $707,727 | $1,307,627 |
| Option Awards | $360,598 | $0 | $0 |
| Non‑Equity Incentive (Cash Bonus) | $132,628 | $98,345 | $239,863 |
| All Other Compensation | $37,110 | $7,478 | $7,778 |
| Total | $1,699,477 | $1,250,641 | $2,005,471 |
2024 base salary increased 3% (after no increases in 2023), consistent with a broader 3% increase for NEOs . 2024 target bonus remained 60% of salary, with target cash bonus $270,122; actual payout was $239,863 (89.5% of target) .
| 2024 Cash Compensation Detail | Value |
|---|---|
| Base Salary | $450,203 |
| Target Bonus % | 60% |
| Target Bonus (USD) | $270,122 |
| Actual Bonus Paid (USD) | $239,863 |
Performance Compensation
Short‑term cash incentive plan (2024):
| Component | Weight | Target | Actual vs Target | Payout % | Weighted Payout |
|---|---|---|---|---|---|
| Worldwide Revenue | 80% | Company‑set revenue goal (threshold 90%, max ≥110%) | 86.9% | 86.9% scaled → 86.9% of component; total plan payout 89.5% | 69.5% |
| Product Development | 10% | Commence launch of 3 new products | Achieved 100% | 100% | 10% |
| Customer Satisfaction | 10% | KPI vs target | Achieved 100% | 100% | 10% |
| Total Plan Payout | — | — | — | 89.5% | 89.5% |
Long‑term equity (May 23, 2024 grants):
| Equity Type | Grant Date | Shares (#) | Aggregate Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| RSUs | 05/23/2024 | 13,161 | $653,838 | 33% at 12 months; remaining 67% vests quarterly over the next 24 months |
| PSUs | 05/23/2024 | 13,160 | $653,789 | Three‑year performance period ending 2026; measured on FY2026 gross margin (60%) and 3‑yr relative TSR vs Russell 3000 (40%); payout 0–200% with linear interpolation |
PSU performance structure (all NEOs including Gasser):
- Gross Margin FY2026: Threshold 50%, Target 100%, Max 200% payout .
- Relative TSR vs Russell 3000 (2024–2026): 25th percentile=50%, 50th=100%, 75th=200%, linear interpolation .
Program governance changes heighten performance orientation: increased PSU weighting for non‑CEO NEOs to match CEO, added TSR metric; TSR weighting increased again beginning 2025 .
Equity Ownership & Alignment
Beneficial ownership (as of March 14, 2025):
| Holding Detail | Amount |
|---|---|
| Shares Beneficially Owned | 18,772 |
| Options Exercisable by May 13, 2025 | 46,321 |
| RSUs Vesting by May 13, 2025 | Not listed for Gasser in table (“—”) |
| % of Shares Outstanding | <1% |
Unvested RSUs/PSUs outstanding (as of Dec 31, 2024; market value at $36.02/share):
| Grant Type | Grant Date | Unvested Shares (#) | Market Value (USD) |
|---|---|---|---|
| RSU | 05/18/2021 | 325 | $11,707 |
| RSU | 05/25/2022 | 948 | $34,147 |
| RSU | 05/25/2023 | 9,019 | $324,864 |
| RSU | 05/23/2024 | 13,161 | $474,059 |
| PSU | 05/18/2021 | 1,380 | $49,708 |
| PSU | 05/25/2022 | 5,523 | $198,938 |
| PSU | 05/25/2023 | 8,883 | $319,966 |
| PSU | 05/23/2024 | 13,160 | $474,023 |
Stock options (as of Dec 31, 2024):
| Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|
| 20,717 | — | $89.54 | 02/18/2030 |
| 8,314 | — | $82.34 | 05/27/2030 |
| 7,113 | 827 | $81.63 | 05/18/2031 |
| 7,357 | 1,187 | $65.28 | 05/25/2032 |
Alignment policies:
- Stock ownership guidelines: EVP level must hold stock equal to 1x base salary; compliance evaluated annually; all executive officers except CEO were compliant or within phase‑in periods as of measurement dates (CEO became compliant in Feb 2025) .
- Hedging and pledging: Prohibited; no outstanding pledged shares .
- Clawback policy: Adopted and updated to comply with Section 10D and Nasdaq Rule 5608; applies to incentive compensation on/after Oct 2, 2023 .
Employment Terms
Severance agreements (double‑trigger change‑of‑control):
- For EVP‑level NEOs (including Gasser): If involuntary termination or resignation for good reason within 3 months before or 12 months after a change of control, receive continuation of base salary for 18 months and target bonus for year of termination; all outstanding unvested equity awards vest; repurchase rights lapse .
- Company does not use excise tax gross‑ups and has no guaranteed bonuses or single‑trigger vesting solely upon change of control .
Potential payments upon change of control (hypothetical termination on Dec 31, 2024):
| Type | Amount (USD) |
|---|---|
| Severance (18 months salary + target bonus) | $1,080,487 |
| Accelerated Stock Options | $0 (all out‑of‑the‑money at $36.02 closing price) |
| Accelerated RSUs/PSUs | $1,931,320 |
Employment agreements: No fixed‑term employment agreements beyond offer letters; severance governed by approved agreements .
Performance & Track Record
Company execution in 2024: Launched Tandem Mobi with Dexcom G7 integration, grew shipments throughout 2024; expanded U.S. pharmacy coverage to ~20% of lives; achieved positive free cash flow and scaled Mobi margins; increased worldwide in‑warranty installed base to ~480,000; received FDA clearance for Control‑IQ+ for type 2 diabetes in early 2025 . 2023 achievements included initiating Mobi launch, multiple next‑gen CGM integrations, and launching Tandem Source (U.S.) .
Compensation Committee & Say‑on‑Pay
- Peer benchmarking and design: WTW is the independent consultant; peer group consists of 18 med‑tech names for 2024 benchmarking; program emphasizes PSUs with gross margin and relative TSR metrics .
- Structural changes: Reduced target benchmark from 60th to 50th percentile effective 2025; added TSR for all NEOs; increased TSR weighting starting 2025 .
- Shareholder support: 2024 say‑on‑pay approved with strong support (e.g., votes for 47,949,063; against 2,300,733; abstain 299,108) ; proxy also notes 95.42% approval at the 2024 annual meeting . 2025 recommendation is annual say‑on‑pay frequency .
Company Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Sales (USD) | Nearly $750 million (incl. $25.1m deferrals) | ~$940 million (incl. $30.2m deferrals) |
| Worldwide In‑Warranty Installed Base | ~450,000 | >480,000 |
| Free Cash Flow | Not disclosed for 2023 in proxy; cash and short‑term investments $468m year‑end | Positive free cash flow for full‑year 2024 |
Investment Implications
- Pay‑for‑performance alignment: Gasser’s bonus and equity are tied to revenue, product launches, customer satisfaction (STI) and to gross margin and relative TSR (LTI), reinforcing operational and financial discipline into 2026; the TSR weighting increase in 2025 further strengthens alignment with shareholder returns .
- Selling pressure and supply: RSU schedules create a predictable quarterly vest through 2027; options are significantly out‑of‑the‑money (strike prices $65–$90 vs $36.02 on 12/31/2024), reducing near‑term exercise‑driven selling incentives; PSUs add performance contingencies that temper automatic supply .
- Retention risk: Double‑trigger change‑of‑control protection (18 months salary + target bonus and full equity acceleration) provides retention through strategic events; no employment contract term creates at‑will flexibility but is balanced by severance .
- Ownership alignment and governance: Compliance with stock ownership guidelines (EVP=1x salary), ban on hedging/pledging, and robust clawback policy reduce governance risk; beneficial ownership is modest (<1%), typical for mid‑cap med‑tech NEOs, with alignment maintained via PSUs/RSUs rather than large option holdings .
Overall, compensation structure and governance changes (higher PSU/TSR weighting, lower benchmark percentile) point to stronger performance alignment and reduced pay inflation risk; vesting cadence and out‑of‑the‑money options mitigate insider selling pressure, while change‑of‑control terms offer retention stability during strategic transitions. **[1438133_0001438133-25-000058_tndm-20250408.htm:31]** **[1438133_0001438133-25-000058_tndm-20250408.htm:44]** **[1438133_0001438133-25-000058_tndm-20250408.htm:46]** **[1438133_0001438133-25-000058_tndm-20250408.htm:57]** **[1438133_0001438133-25-000058_tndm-20250408.htm:58]** **[1438133_0001438133-25-000058_tndm-20250408.htm:52]**