Kathleen McGroddy-Goetz - Director | TANDEM DIABETES CARE (TNDM) Executive Profile & Compensation

About Kathleen McGroddy-Goetz

Independent director at Tandem Diabetes Care (TNDM) since 2020; age 61. Ph.D. in Molecular Biophysics (Cornell) and B.S. in Physics (SUNY Binghamton). Former IBM Watson Health VP for Strategy & Innovation and Medidata/Dassault Systèmes executive with deep digital health, AI/data analytics, and product strategy background. Currently chairs TNDM’s Nominating & Corporate Governance Committee and serves on the Privacy & Security Subcommittee .

Past Roles

Organization	Role	Tenure	Committees/Impact
Medidata Solutions (Dassault Systèmes)	Global Head of Strategic Partnerships; other strategy/alliances/marketing exec roles	Oct 2018 – Jun 2021	Led strategic partnerships and commercialization in life sciences tech
IBM / IBM Watson Health	Various leadership roles; most recently VP, Strategy & Innovation, IBM Watson Health	Began 1992 (prior to Oct 2018)	Drove commercialization of microelectronics, cloud, AI, software for healthcare/life sciences

External Roles

Organization	Role	Tenure	Notes
Sacred Heart University	Adjunct Professor, Healthcare Informatics & Administration	Current	Academic appointment
Rides for Ridgefield (non-profit)	Board Chair	Current	Community mobility non-profit governance

Board Governance

Committee assignments: Chair, Nominating & Corporate Governance (N&CG); Member, Privacy & Security Subcommittee (cybersecurity/data privacy oversight). 2024 meetings: N&CG (4); Privacy & Security Subcommittee (4). Effective June 1, 2024, she became N&CG Chair; the committee is expected to continue with McGroddy‑Goetz (Chair) and Sodhi as its sole members .
Independence: Board affirmatively determined she is independent under SEC and Nasdaq rules .
Attendance: In 2024 the Board met 6 times; each director attended 100% of Board meetings and at least 75% of their committee meetings .
Tenure and board structure: Director since 2020; the Board maintains separate Chair (Rebecca Robertson) and CEO roles and holds regular independent director executive sessions .

Fixed Compensation

Director cash retainers and committee fees (2024 program):

Role	Member Annual Retainer ($)	Chair Annual Retainer ($)
Board of Directors	55,000	115,000
Audit Committee	11,000	25,000
Compensation Committee	9,000	20,000
Nominating & Corporate Governance Committee	7,000	17,000
Cybersecurity & Data Privacy Subcommittee	6,000	15,000

Her 2024 cash compensation (reflects committee roles and mid‑year chair transition):

Component	Amount ($)
Fees Earned/Paid in Cash (2024)	69,483

Notes:

She became N&CG Chair effective June 1, 2024, which explains pro‑ration in 2024 cash fees .

Performance Compensation

Director equity is delivered as time‑vested Restricted Stock Units (RSUs):

Annual grant policy (continuing directors): RSUs equal to $180,000 divided by a 15‑trading‑day average price; vests annually (pro‑rated by months of service since prior annual meeting) .
Onboarding grant (new directors): RSUs equal to $300,000 with three equal annual vesting tranches .

Her 2024 equity compensation:

Component	Amount ($)	Instrument	Vesting
Stock Awards (grant date fair value)	225,448	RSUs	Time‑based per director program

Performance metrics: None. Director RSUs are time‑based and not tied to financial/ESG/TSR metrics .

Other Directorships & Interlocks

Category	Company/Organization	Role	Notes
Public company boards	—	—	No current public company directorships disclosed in TNDM proxy biography .
Private/Non‑profit	Rides for Ridgefield	Board Chair	Community NGO .
Academic	Sacred Heart University	Adjunct Professor	External academic role .

Compensation committee interlocks: The company reports no compensation committee interlocks; she did not serve on the Compensation Committee in 2024 .

Expertise & Qualifications

Digital health and advanced data analytics/AI; commercialization across hardware/software/cloud in healthcare and life sciences; corporate strategy; scaling complex organizations .
Board experience matrix flags her expertise in Digital Technology & Innovation and Data Privacy & Cybersecurity—aligned with her service on the Privacy & Security Subcommittee .

Equity Ownership

Item	Quantity/Detail
Beneficial ownership (common shares)	13,466 shares; <1% of outstanding common stock .
RSUs outstanding (as of Dec 31, 2024)	4,387 RSUs .
Stock options	None reported for directors (aggregate options for her: 0) .
Pledged shares	Company policy prohibits pledging; no outstanding pledged shares reported .
Director stock ownership guideline	3x annual director cash retainer; five‑year phase‑in .
Compliance status	Company reports all directors (other than the CEO as of the measurement date) were in compliance or within pipeline/phase‑in timelines; CEO became compliant in Feb 2025 .

Governance Assessment

Positive signals: Independent director; chairs N&CG (board composition/evaluations, governance policy oversight); member of cybersecurity/data privacy subcommittee; perfect board attendance; no related‑party transactions disclosed involving her; hedging/pledging prohibited; director ownership guidelines in place .
Board/compensation governance: Separate Chair/CEO; majority voting standard; clawback policy; use of independent compensation consultant (WTW) for executive and director pay; strong 2024 say‑on‑pay support (95.42%)—all supportive of investor confidence in governance quality .
Conflicts/related‑party exposure: None involving McGroddy‑Goetz disclosed in the “Certain Relationships and Related‑Party Transactions” section .
RED FLAGS: None identified specific to McGroddy‑Goetz in TNDM’s proxy disclosures. No hedging/pledging, no Form 4‑related concerns cited in proxy, and attendance/independence standards met .

Director compensation mix for 2024 shows equity as the majority of total compensation for McGroddy‑Goetz (stock awards $225,448 vs. cash $69,483), aligning director incentives with long‑term shareholder value .