Myoungil Cha
TANDEM DIABETES CAREAbout Myoungil Cha
Myoungil Cha, age 48, has served as an independent director of Tandem Diabetes Care since June 2022. He is currently Chief Product Officer at Verily (since March 2024), and previously served as President and Chief Strategy Officer at Carbon Health (June 2021–February 2024), Head of Health Strategic Initiatives at Apple (August 2015–May 2021), and earlier as a Principal and co-leader at McKinsey & Company. He holds a JD from Harvard Law School, an MBA from Harvard Business School, and an AB in Biochemical Sciences from Harvard College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verily | Chief Product Officer | March 2024–present | Leads product development; executive role in healthcare technology |
| Carbon Health | President & Chief Strategy Officer | June 2021–February 2024 | Led strategy and operations at tech-enabled healthcare provider |
| Apple | Head of Health Strategic Initiatives | August 2015–May 2021 | Developed and led product initiatives and global strategic partnerships in health |
| McKinsey & Company | Principal; Co-Leader West Coast Strategy & Corporate Finance; Co-Leader Healthcare Investor Practice | Prior to 2015 (dates not specified) | Strategy, corporate finance, and healthcare investing advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verily | Chief Product Officer | March 2024–present | Executive role; not disclosed as a public-company directorship |
No other public company directorships or committee roles are disclosed for Mr. Cha in the proxy; Compensation Committee interlock disclosures indicate no interlocking relationships exist and no Item 404 related-party relationships for compensation committee members .
Board Governance
- Independence: Board affirmed Mr. Cha is independent under SEC and Nasdaq rules .
- Committee assignments: Member, Compensation Committee; not a chair. Compensation Committee membership: Peyton Howell (Chair), Rebecca Robertson, Myoungil Cha .
- Attendance: In 2024, the board met six times; each director attended 100% of board meetings and at least 75% of committee meetings on which they served .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions with no employees present .
| Governance Item | Detail |
|---|---|
| Director since | June 2022 |
| Independence | Independent (SEC/Nasdaq) |
| Committees | Compensation Committee (member) |
| Committee chairs | None (Comp Committee chaired by Peyton Howell) |
| 2024 Board meetings | 6 (100% attendance by each director) |
| 2024 Comp Committee meetings | 7 (committee operated entirely with independent directors) |
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| Myoungil Cha | 63,000 | Retainer paid quarterly in arrears per director compensation program |
Director compensation program (2024):
| Retainer/Committee | Member Annual Retainer ($) | Chair Annual Retainer ($) |
|---|---|---|
| Board of Directors | 55,000 | 115,000 |
| Audit Committee | 11,000 | 25,000 |
| Compensation Committee | 9,000 | 20,000 |
| Nominating & Corporate Governance Committee | 7,000 | 17,000 |
| Privacy & Security Subcommittee | 6,000 | 15,000 |
Performance Compensation
| Component | Value ($) | Grant Basis | Vesting |
|---|---|---|---|
| 2024 Stock Awards (RSUs) | 225,448 | Grant-date fair value computed under FASB ASC 718 | Annual grants vest annually; onboarding grants vest over 3 years |
| Annual RSU grant methodology | — | $180,000 divided by average closing price over specified 15-trading-day window; prorated for months of service since prior annual meeting | Vests annually |
| Onboarding RSU grant methodology | — | $300,000 divided by average closing price over specified 15-trading-day window | Vests in equal annual installments over 3 years |
The proxy does not disclose director-specific performance metrics; director equity awards are time-based RSUs rather than performance share units .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Public company boards (current/prior) | Not disclosed for Mr. Cha in the proxy |
| Committee interlocks | None; no interlocking relationships exist between any member of Tandem’s board and another company’s compensation committee (or equivalent) |
| Related-party relationships (Item 404) | None for compensation committee members (including Mr. Cha) |
Expertise & Qualifications
- Healthcare and consumer technology executive with global product and partnership leadership; analytics-driven approach to clinical and customer outcomes .
- Board experience matrix highlights capabilities in Corporate Strategy, Digital Technology & Innovation, Global Market Development & Expansion, Market Access, Data Science, and Consumer Technology .
- Harvard JD, MBA, AB (Biochemical Sciences) .
Equity Ownership
| Holder | Beneficially Owned Shares | RSUs Vesting by May 13, 2025 | Options Exercisable by May 13, 2025 | % Beneficial Ownership |
|---|---|---|---|---|
| Myoungil Cha | 7,563 | — | — | <1% (star footnote indicates less than 1%) |
Outstanding director equity awards (as of Dec 31, 2024):
| Name | Aggregate Number of RSU Awards | Aggregate Number of Option Awards |
|---|---|---|
| Myoungil Cha | 6,136 | — |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors must hold 3x the annual director cash retainer (excluding committee retainers); five-year phase-in for directors; compliance evaluated annually .
- Hedging and pledging: Prohibited for directors, officers, and employees; “There are no outstanding pledged shares” .
- Clawback policy: Adopted and amended to comply with Exchange Act Section 10D and Nasdaq Rule 5608; applies to incentive compensation; recoupment in event of restatement per policy .
Governance Assessment
- Committee effectiveness: As a member of the Compensation Committee (7 meetings in 2024), Cha participates in oversight of incentive plans, performance goal setting, and pay program governance; committee is fully independent, uses an independent consultant, and maintains pay-for-performance and double-trigger CIC features .
- Independence and conflicts: Board affirms Cha’s independence; compensation committee disclosures show no Item 404 related-party relationships and no interlocks—positive signals for investor confidence .
- Attendance and engagement: All directors achieved 100% board meeting attendance in 2024 and met at least 75% of committee meetings—supports strong engagement .
- Ownership alignment: Meaningful RSU holdings and strict anti-hedging/anti-pledging policy, plus director ownership guidelines (3x cash retainer), align interests with shareholders .
Red Flags
- None disclosed for pledging/hedging, related-party transactions, or meeting attendance. Monitor for potential related-party exposure given Cha’s senior role at Verily if any future transactions or partnerships arise, although none are disclosed currently .