Mark Novara
TANDEM DIABETES CAREAbout Mark Novara
Mark Novara is Executive Vice President and Chief Commercial Officer at Tandem Diabetes Care, appointed in November 2023. He has ~25 years of general management, strategy and marketing experience across medical devices, life sciences and pharma, and holds a B.S. in Biology (Villanova University) and a Master’s in Healthcare Management (Columbia University). He is age 50 and serves on Tandem’s executive team alongside the CEO and CFO . During 2024, Tandem achieved record worldwide sales of over $940 million, expanded its in‑warranty installed base ~7% to ~480,000 customers, delivered positive free cash flow, and posted 39% sales growth outside the U.S., while embedding TSR and 2026 gross margin objectives into executive LTI design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McKinsey & Company | Senior Advisor, MedTech/Life Science practice | Feb 2023 – Nov 2023 | Advised boards/executives on commercial strategy in medtech/life sciences |
| Becton Dickinson (BD) | Worldwide VP/GM, Medication Delivery Solutions | Jun 2020 – Dec 2022 | Led global P&L in MDS; commercial execution in injection/infusion markets |
| Becton Dickinson (BD) | SVP, Global Strategic Marketing – Medical Segment | May 2018 – Jun 2020 | Segment‑level strategy and portfolio marketing leadership |
| Becton Dickinson (BD) | SVP, Global Strategic Marketing – Life Sciences Segment | Dec 2015 – May 2018 | Segment strategy/marketing; pipeline and growth initiatives |
| Becton Dickinson (BD) | WW VP/GM, Diabetes Care | Nov 2013 – Dec 2015 | Led diabetes care franchise; commercialization and market share growth |
| Becton Dickinson (BD) | Director, Strategic Marketing & BD – Pharmaceutical Systems | Jul 2011 – Nov 2013 | Strategic marketing and BD for drug delivery systems |
| Hoffmann‑La Roche | Leadership positions | Not disclosed | Commercial leadership experience in biopharma |
| Sanofi‑Aventis | Leadership positions | Not disclosed | Commercial leadership experience in biopharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board roles disclosed in proxy |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary | $450,203 | EVP/CCO salary set with 3% YoY increase for 2024 |
| Target Bonus % | 60% of base | Plan unchanged vs 2023 |
| Target Cash Bonus | $270,122 | Computed as base × target % |
| Actual Cash Bonus Paid | $239,863 | Company-wide payout 89.5% of target |
Performance Compensation
2024 Short‑Term Incentive (Cash) – Plan Design and Results
| Component | Weighting | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Financial (Worldwide revenue) | 80% | Company revenue target | 86.9% of target achieved | 69.5% |
| Product Development | 10% | Commence launch of 3 new products | Achieved 100% | 10% |
| Customer Satisfaction | 10% | Annual KPI vs target | Achieved 100% | 10% |
| Total Payout | — | — | — | 89.5% of target |
2024 Long‑Term Incentive (Equity)
| Award Type | Grant Value (# / $) | Metrics | Weighting | Vesting / Measurement |
|---|---|---|---|---|
| RSUs (May 23, 2024) | 913 RSUs / $45,358 | Time‑based | — | 33% at 12 months; remaining 67% in equal quarterly installments over next 24 months |
| PSUs (May 23, 2024) | 913 PSUs / $45,358 | FY2026 Gross Margin | 60% | Measured at FY2026 year‑end; payout: 50% threshold, 100% target, 200% max |
| PSUs (May 23, 2024) | 913 PSUs / $45,358 | TSR vs Russell 3000 (2024–2026) | 40% | Percentile ranks: 25th=50%, 50th=100%, 75th=200% |
| RSUs (Dec 15, 2023) | 59,317 RSUs (outstanding) | Time‑based | — | 33% at 12 months; remaining quarterly over 24 months |
Program notes: Tandem ceased granting options as part of NEO LTI in 2022 and increased PSU weighting and added/raised TSR metrics to strengthen pay‑for‑performance alignment beginning 2023/2024, with further TSR weighting increase in 2025 .
Equity Ownership & Alignment
Beneficial Ownership and Near‑Term Vesting
| Item | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 19,458 | <1% of outstanding |
| RSUs Vesting by May 13, 2025 | 7,415 | Near‑term vesting supply consideration |
| Options Exercisable by May 13, 2025 | — | No options listed for Novara |
Outstanding Awards (as of Dec 31, 2024)
| Grant | Unvested Shares | Market Value @ $36.02 | Type |
|---|---|---|---|
| 12/15/2023 | 59,317 | $2,136,598 | RSU |
| 5/23/2024 | 913 | $32,886 | RSU |
| 5/23/2024 | 913 | $32,886 | PSU |
Ownership policies: Hedging and pledging of company stock are prohibited, and there are no pledged shares outstanding . Stock ownership guidelines require EVPs to hold stock equal to 1× base salary; as of measurement dates, all executive officers other than the CEO were in compliance or within phase‑in periods .
Employment Terms
| Provision | Novara (EVP) | Details |
|---|---|---|
| Employment agreement | None | Company does not use term employment agreements beyond offer letters |
| Severance (no CoC) | Standard separation benefits | Unpaid salary/expenses only; formal severance governed by agreements |
| Change‑of‑Control (CoC) | Double trigger | Applies if involuntary termination or resignation for good reason within 3 months before or 12 months after CoC |
| CoC Cash Severance | $1,080,487 | 18 months of base salary plus target bonus (as of 12/31/24) |
| Equity Acceleration (CoC + double trigger) | All unvested equity vests | Includes RSUs/PSUs; options (if any) become exercisable |
| Estimated Accelerated RSUs/PSUs Value | $2,202,371 | Based on $36.02 closing price on 12/31/24 |
| Clawback | Yes | Amended Oct 2, 2023 to comply with SEC/Nasdaq Rule 10D‑1; covers incentive comp recoupment on restatements/misconduct |
| Tax gross‑ups | None | No excise tax gross‑up provisions |
Compensation Structure Analysis
- Shift from options to RSUs/PSUs: Options were removed from NEO LTI in 2022; PSU weighting increased and TSR added, then increased again in 2025, strengthening performance orientation .
- Benchmarking and governance: Committee moved target executive compensation benchmarking from 60th to 50th percentile beginning in 2H24 for 2025 decisions; pay program continues to emphasize diversified metrics, clawbacks, stock ownership guidelines, and prohibition on hedging/pledging .
- Short‑term incentive rigor: 2024 plan had minimum and outperformance thresholds with component caps at 200%; actual payout was 89.5% driven by revenue under‑target, offset by full achievement of product/customer goals .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval was 95.42% at the 2024 meeting, reinforcing investor support for the program’s pay‑for‑performance design . In 2025, the board recommends an annual say‑on‑pay frequency to maintain alignment with investor expectations .
- 2024 Annual Meeting results confirmed approval of increases to the ESPP and 2023 LTI Plan share reserves, supporting ongoing equity programs .
Expertise & Qualifications
- Education: B.S. Biology (Villanova), Master’s in Healthcare Management (Columbia) .
- Domain expertise: Commercial leadership across BD diabetes/medication delivery, life sciences, and pharma systems; advisory experience at McKinsey .
- Role at Tandem: EVP & Chief Commercial Officer since Nov 2023, responsible for commercial execution amid multi‑channel DME/pharmacy strategy and modernization of commercial tools .
Investment Implications
- Pay‑for‑performance alignment is strong: Novara’s incentives are tied to company‑wide revenue/product/customer metrics (cash bonus) and long‑term TSR and FY2026 gross margin (PSUs), with double‑trigger CoC treatment and clawbacks reducing governance risk .
- Near‑term vesting could create technical selling pressure: 7,415 RSUs vest by May 13, 2025 for Novara, and substantial RSU balances remain from his 2023 grant; while hedging/pledging are prohibited, monitor Form 4 activity around vest dates .
- Strategic execution focus: Commercial results in 2024 (record sales, OUS +39% growth) and the embedding of FY2026 gross margin/TSR goals indicate alignment with multi‑year value creation; achieving TSR/gross margin thresholds will be key for PSU realization and investor confidence .
- Governance and cost discipline: Benchmarking shift to 50th percentile and program changes to reduce stock‑based comp as a percent of sales support margin/profitability priorities, mitigating pay inflation risk .