Joao Malagueira
TANDEM DIABETES CAREAbout Joao Malagueira
Independent director of Tandem Diabetes Care since June 2022; age 59. Malagueira is President for three divisions at Hologic overseeing EMEA, with 25+ years in diabetes, medical devices, and diagnostics across Hologic and Johnson & Johnson’s LifeScan and Animas businesses . He holds an MBA and Advanced Degree in Marketing from Católica Lisbon School of Business and Economics, and an MS in Pharmaceutical Sciences and Clinical Analysis from the University of Lisbon . The Board has affirmatively determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hologic | International VP, EMEA (3 divisions); International VP, EMEA & Canada, Diagnostics Solutions | Jan 2019–Oct 2023; Jun 2015–Dec 2018 | Led go-to-market strategies across Europe, Africa, CIS, and Middle East |
| Johnson & Johnson (LifeScan, Animas) | Commercial leadership roles across EMEA | ~15 years (prior to 2015) | Led turnarounds and market share growth in diabetes solutions |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Hologic | President for three divisions, EMEA | Oct 2023 | Responsible for entire EMEA portfolio |
No other public company board directorships disclosed for Malagueira .
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 4 times in 2024 .
- Independence: Board determined Malagueira is independent .
- Attendance: Each director attended 100% of Board meetings and at least 75% of committee meetings in 2024 .
- Board size and structure: Eight directors to be elected; separate Chair/CEO; executive sessions held for independent directors .
| Governance Item | Status | Citation |
|---|---|---|
| Independence | Independent director | |
| Audit Committee | Member | |
| Board Attendance (2024) | 100% for all directors | |
| Committee Attendance (2024) | ≥75% for committees | |
| Board Leadership | Separate Chair (Rebecca Robertson) and CEO |
Fixed Compensation
| Component | 2024 Value | Vesting/Terms |
|---|---|---|
| Cash fees (Board + committee) | $64,500 | Paid quarterly in arrears |
| RSU grant fair value | $225,448 | Annual director RSUs; vest annually; amount determined by dividing set dollar value by 15-day average price; prorated from annual meeting date |
Director compensation program (structure for context):
- Annual retainers: Board member $55,000; Audit member $11,000; Compensation member $9,000; Nominating & Corporate Governance member $7,000; Privacy & Security subcommittee member $6,000. Chair retainers are higher (Board Chair $115,000; Audit Chair $25,000; Compensation Chair $20,000; NCG Chair $17,000; Subcommittee Chair $15,000) .
Performance Compensation
| Performance Metric | Applicability to Director Equity | Evidence |
|---|---|---|
| Performance-based equity (PSUs) | Not used for directors; director equity is RSUs with time-based vesting |
Tandem’s NEO PSU program uses 3-year gross margin and relative TSR metrics; this is for executives, not directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocking compensation committee relationships; none requiring disclosure under Item 404 for Malagueira . |
Expertise & Qualifications
- Global market development, market access, and medical device leadership; data privacy & cybersecurity oversight resides within NCG subcommittee (board-wide matrix shows capabilities across directors) .
- Board experience matrix attributes for Malagueira include corporate strategy and global expansion (matrix shows areas of board expertise collectively) .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership | 7,563 shares; <1% of outstanding | As of March 14, 2025; less than 1% indicated by asterisk |
| Outstanding RSUs | 6,136 | As of Dec 31, 2024 |
| Options | None | No aggregate option awards for Malagueira |
| Pledged shares | None | Company prohibits pledging; “no outstanding pledged shares” |
| Director stock ownership guideline | 3x annual director cash retainer | Adopted and amended guidelines |
| Compliance with guideline | Directors are compliant or within phase-in period | All directors (except CEO at prior measurement date) compliant; phase-in applies |
Governance Assessment
- Committee role and financial oversight: Audit Committee membership adds financial reporting and risk oversight depth; Audit Committee responsibilities include auditor oversight, internal controls, related-party review, and ESG oversight .
- Independence & attendance: Independent status and full Board attendance support governance quality and investor confidence .
- Compensation alignment: Director pay uses cash retainer plus time-based RSUs; stock ownership guidelines and clawback policy strengthen alignment; hedging/pledging prohibited .
- Conflicts and related parties: No related-party transactions requiring disclosure for Malagueira; disclosed related-party matters involve other individuals (CEO/CFO relationship, a director’s family employment) with controls implemented .
- RED FLAGS: None identified for Malagueira. No hedging/pledging, no related-party transactions, independent status, and strong attendance reported .
Say-on-Pay context: 95.42% approval in 2024 indicates broad investor support for compensation governance; frequency vote recommended “One Year” in 2025 .