Jean-Claude Kyrillos
TANDEM DIABETES CAREAbout Jean-Claude Kyrillos
Jean-Claude “JC” Kyrillos is Executive Vice President and Chief Operating Officer of Tandem Diabetes Care, appointed effective June 21, 2024, after senior operating roles at Envista, Qualcomm Life, BD, and ResMed; he holds a BA (Colgate University) and an MBA (Harvard Business School) . During his initial tenure, Tandem delivered 2024 results including $940.2M in sales (vs. $747.7M in 2023), positive free cash flow, flat YoY gross margin, and ~480k in-warranty customers; 2024 TSR (value of $100) improved to 60.43 from 49.62 in 2023 . His role is at-will and covered by a severance agreement featuring double-trigger CoC protection and equity acceleration .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Envista Holdings | President, Diagnostics and Digital Solutions (operating company president roles) | Feb 2020 – Jun 2023 | Led diagnostics and digital solutions business lines |
| Qualcomm Life (Qualcomm healthcare division) | SVP & GM | May 2016 – Feb 2019 | Ran Qualcomm’s digital health unit operations |
| Becton Dickinson (BD) | SVP & GM, Infusion Solutions | Aug 2011 – May 2016 | Led infusion solutions portfolio |
| ResMed | Leadership roles; President, ResMed Ventures & Initiatives | Jan 2008 – Aug 2011 | Drove ventures/initiatives strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| San Diego Blood Bank | Independent Board Director; Chair | Director: Jan 2016 – present; Chair: Jan 2020 – Dec 2022 | Governance leadership in non-profit healthcare |
Fixed Compensation
| Component | Detail | Value |
|---|---|---|
| Base salary (annual rate) | Offer letter base salary | $450,203.73 |
| Target annual bonus | % of base salary; payout range | 60% target; earned 0–200% of target |
| Target long-term incentive | RSUs under 2023 LTIP | 400% of base salary (target value) |
| Employment status | At-will |
2024 Summary Compensation (SCT – prorated for start date)
| Metric | 2024 Amount |
|---|---|
| Salary | $239,286 |
| Stock Awards (grant-date fair value) | $2,063,888 |
| Non-Equity Incentive Plan Compensation (Cash Bonus) | $121,810 (prorated) |
| All Other Compensation | $6,616 |
| Total | $2,431,600 |
Performance Compensation
2024 Short-Term Cash Incentive Program (Company-level metrics and payout)
| Component | Weighting | Metric | Achievement vs Target | Weighted % of payout |
|---|---|---|---|---|
| Financial Performance | 80% | Worldwide revenue | 86.9% | 69.5% |
| Product Development | 10% | Launch of 3 new products | 100% | 10% |
| Customer Satisfaction | 10% | KPI vs target | 100% | 10% |
| Total payout | 89.5% |
Individual 2024 cash bonus (paid March 2025)
| Executive | 2024 Cash Bonus |
|---|---|
| Jean-Claude Kyrillos | $121,810 (prorated based on 2024 salary paid) |
Equity awards granted in 2024 (new-hire RSUs)
| Grant date | Instrument | Shares | Grant-date fair value | Vesting schedule |
|---|---|---|---|---|
| 7/15/2024 | RSUs | 43,634 | $2,063,888 | 33.3% on first anniversary, then equal quarterly installments over next 24 months (3-year schedule) |
Outstanding equity at 12/31/2024
| Instrument | Unvested shares | Market value (12/31/2024 close $36.02) |
|---|---|---|
| RSUs | 43,634 | $1,571,697 |
Options
- None; Tandem ceased granting options after 2022, and executives hired in 2023–2024 (including Kyrillos) received no options .
Long-term performance metrics in plan design (context)
- 2024 PSU plan metrics for NEOs: FY26 gross margin (60% weighting) and TSR vs Russell 3000 (40%) measured over 2024–2026; Mr. Kyrillos did not receive 2024 PSUs due to mid-year hire .
Equity Ownership & Alignment
Ownership as of March 14, 2025
| Holding | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 10,538 | <1% of outstanding |
| RSUs vesting by May 13, 2025 | 0 | No near-term RSU vest within that window |
| Options exercisable by May 13, 2025 | 0 | No options outstanding |
Alignment policies
- Stock ownership guidelines: EVPs required to hold 1x base salary; three-year phase-in for executives; compliance reviewed annually .
- Hedging/pledging: Prohibited for officers and directors; no outstanding pledged shares .
- Clawback: Nasdaq 10D-compliant policy covering cash and equity incentive compensation; restatement-related recoupment provisions strengthened in Oct 2023 .
Vesting cadence and potential selling pressure
- New-hire RSUs vest 33.3% on the first anniversary of the 7/15/2024 grant, with remaining vesting quarterly over the subsequent 24 months, creating periodic taxable events and potential selling windows upon each vest .
Employment Terms
- Appointment and at-will status: EVP & COO effective June 21, 2024; employment is at-will .
- Offer letter economics: $450,203.73 base salary; 60% target bonus; target LTI of ~400% of base in RSUs; standard executive benefits .
- Change-of-control (double trigger) severance: If involuntary termination or resignation for good reason occurs within 3 months before or 12 months after a CoC, benefits include 18 months’ base salary continuation and full vesting/repurchase right lapse on all unvested equity awards .
- Quantified CoC exposure (as of 12/31/2024): Severance cash $1,080,487; accelerated RSUs $1,571,697 (valued at $36.02 close) .
- No multi-year employment contracts; company does not use employment agreements (distinct from severance arrangements) .
- Clawback and insider trading controls: Enhanced clawback policy and formal insider trading policy in place; hedging and pledging banned .
Performance & Track Record
- 2024 company outcomes during initial tenure: Sales $940.2M (vs. $747.7M in 2023); positive free cash flow; flat YoY gross margin; in-warranty installed base ~480k; Mobi launched and scaling; TSR (value of $100) improved to 60.43 in 2024 (vs. 49.62 in 2023) .
- Compensation linkages: Key measures used by Tandem to link pay and performance include Sales, Gross Margin, Adjusted EBITDA Margin, regulatory submission timing, and customer satisfaction .
Compensation Structure Analysis
- Mix and risk: New-hire equity was 100% time-based RSUs in 2024 (no options or PSUs granted to Kyrillos), implying retention-focused incentives with less near-term direct performance leverage versus PSU constructs; company-wide shift away from options since 2022 .
- Short-term incentives: 2024 cash bonus funded at 89.5% of target on revenue, product launch, and customer satisfaction performance, with Kyrillos’ award prorated for mid-year start .
- Governance features: Double-trigger CoC; no excise tax gross-ups; clawback policy; stock ownership guidelines; prohibition on hedging/pledging .
Related Party Transactions
- The company disclosed no related party arrangements for Kyrillos under Item 404(a) at appointment .
Equity Ownership & Overhang Detail (as of 12/31/2024 and 3/14/2025)
| Category | Shares/Value |
|---|---|
| Unvested RSUs (12/31/2024) | 43,634 RSUs; $1,571,697 at $36.02 close |
| Beneficial ownership (3/14/2025) | 10,538 shares; <1% outstanding |
Employment & Contracts Snapshot
| Term | Summary |
|---|---|
| At-will | Yes |
| Severance (CoC double trigger) | 18 months base salary continuation + full equity acceleration |
| Quantified CoC benefits (12/31/2024) | Cash $1,080,487; RSU acceleration $1,571,697 |
| Non-compete / non-solicit | Not disclosed in available excerpts |
| Clawback | Enhanced, 10D-1 compliant |
| Hedging/pledging | Prohibited; no pledged shares outstanding |
Investment Implications
- Alignment and retention: A large, time-based RSU grant with a one-year cliff then quarterly vesting provides strong retention hooks through mid-2027; stock ownership guidelines and hedging/pledging prohibitions further support alignment with shareholders .
- Near-term selling pressure: Initial one-third RSU vest on the first anniversary of the 7/15/2024 grant and subsequent quarterly vests create periodic liquidity windows that could translate to incremental insider selling for tax or diversification purposes (monitor Form 4s around vest dates) .
- Change-of-control posture: Double-trigger structure with full equity acceleration and 18 months’ cash severance balances retention with shareholder-friendly protections (no single-trigger) and avoids excise tax gross-ups; quantified exposure (as of 12/31/2024) totals ~$2.65M combining cash and RSU acceleration at $36.02 .
- Performance linkage: Company uses Sales, Gross Margin, Adjusted EBITDA Margin, regulatory timing, and customer satisfaction to drive pay; Kyrillos’ 2024 equity was time-based, but future cycles may introduce PSUs tied to FY26 gross margin and relative TSR, increasing performance leverage in long-term incentives .
- Execution context: 2024 saw sales growth, positive FCF, and product execution (Mobi launch), with TSR improvement; sustaining margin expansion and global scaling remain core levers that will influence incentive outcomes and investor confidence under Kyrillos’ operating leadership .