Rajwant Sodhi

About Rajwant Sodhi

Independent director of Tandem Diabetes Care since January 2021; age 51 as of March 31, 2025. Background spans 25+ years across global informatics, SaaS technology, and ecommerce in healthcare, financial, and telecom sectors. Former President of ResMed’s SaaS business (2017–Aug 2021) and earlier President of Healthcare Informatics; co‑founder/President of Umbian (acquired by ResMed in 2012). Education: MBA and B.S. in Mathematics & Statistics from Dalhousie University. Committee roles: Member, Nominating & Corporate Governance (N&CG); Chair, Privacy & Security Subcommittee (a standing subcommittee of N&CG). Independence affirmed under SEC and Nasdaq rules. (Director bio, age, tenure, education, roles ; independence ; subcommittee chair appointment effective June 1, 2024 )

Past Roles

External Roles

Board Governance

• Committees: Member, N&CG; Chair, Privacy & Security Subcommittee (cybersecurity/data privacy oversight). Committee meeting cadence in 2024: N&CG (4), Privacy & Security (4). Audit (4), Compensation (7) for board context. (Committee roster and meeting counts ; subcommittee remit and chair appointment )
• Independence and engagement: Board determined Sodhi independent; board met six times in 2024; each director attended 100% of board meetings and at least 75% of their committee meetings; independent directors hold regular executive sessions. (Independence ; attendance, executive sessions )
• Risk oversight contribution: As first chair of Privacy & Security Subcommittee (effective June 1, 2024), leads oversight of cybersecurity/data privacy risk, incident response, and resource adequacy. (Subcommittee scope and chair designation )

Fixed Compensation

Director compensation program (for context):

• Annual cash retainers (2024): Board member $55,000; N&CG member $7,000; Cybersecurity & Data Privacy Subcommittee member $6,000; N&CG chair $17,000; Privacy & Security Subcommittee chair $15,000; Board chair $115,000. Chairs receive chair retainer in lieu of member retainer. (Program schedule )

Performance Compensation

RSU grant design:

• Annual RSU grant value determined by dividing $180,000 by 15‑day average closing price before grant; prorated based on months of service since prior annual meeting. Onboarding RSUs sized at $300,000 divided by 15‑day average; vest over 3 years. (Grant mechanics and vesting )

No stock options have been granted since 2022, and the company does not reprice options or issue discounted equity awards. (Policies )

Other Directorships & Interlocks

Expertise & Qualifications

• Global informatics, SaaS technology, ecommerce across healthcare; digital health leadership and commercialization. (Bio qualifications )
• Board experience matrix highlights digital technology & innovation and data privacy/cybersecurity expertise within board composition; Sodhi serves as chair overseeing these domains. (Board experience matrix and subcommittee role )

Equity Ownership

Outstanding equity awards (as of Dec 31, 2024):

Ownership policies:

• Stock ownership guidelines: Non‑employee directors must hold ≥3x annual director cash retainer (excluding committee retainers); compliance evaluated annually. As of measurement dates, all directors (except the CEO noted separately) were compliant or within phase‑in periods. Hedging and pledging of company stock prohibited; no pledged shares outstanding. (Guidelines and compliance ; hedging/pledging policy )

Insider Filings

Note: Exact share amounts for the Form 4 above are contained in the filing; the proxy tables show RSU counts outstanding and beneficial ownership as summarized in Equity Ownership. (Ownership and RSU counts )

Governance Assessment

• Alignment and independence: Independent status, 100% board attendance in 2024, and leadership of cybersecurity/data privacy oversight are positives for board effectiveness and risk governance. (Independence ; attendance ; subcommittee leadership )
• Compensation structure: Director pay mix favors time‑based RSUs and modest cash retainers; no options since 2022; no option repricing; excise tax gross‑ups not provided; clawback policy in place for incentive compensation. These practices support investor‑friendly governance and alignment. (RSU‑only since 2022 ; “What We Don’t Do” governance items ; clawback policy update )
• Ownership alignment: Holds 11,134 shares with additional 4,387 RSUs outstanding; subject to stock ownership guidelines (≥3x annual retainer) and hedging/pledging bans; no pledged shares. Alignment appears adequate given policy framework. (Beneficial holdings ; RSUs ; guidelines and hedging/pledging )
• Potential conflicts: External directorships in healthcare services and respiratory technology are disclosed; company’s proxy identifies no compensation committee interlocks or Item 404 relationships for committee members and emphasizes conflict‑screening in nominations. No specific related‑party transactions involving Sodhi are disclosed. (External roles ; interlocks statement ; conflict screening criteria )
• RED FLAGS: None identified in disclosures—no hedging/pledging, no option repricing, and strong attendance. Continue monitoring for evolving cyber risks and any future related‑party transactions given cyber oversight and external board service. (Policies and attendance )