Rebecca Robertson

About Rebecca Robertson

Rebecca Robertson is the independent Chair of the Board at Tandem Diabetes Care (TNDM), serving as Chair since March 2023 and as a director since January 2019 . She is 64 and holds a B.S. in Chemical Engineering from Cornell University . Robertson is a founder and General Partner at Versant Ventures (since 1999) focusing on medical devices and diagnostics, and has provided advisory and board services through Longridge Business Advisors since April 2017; prior roles include SVP at Chiron Diagnostics, co-founder/VP at Egis, and senior operations/finance roles at Lifescan (J&J) .

Past Roles

External Roles

Board Governance

• Role and independence: Independent Chair of the Board; independent under SEC and Nasdaq rules .
• Tenure: Director since 2019 .
• Committees: Member, Compensation Committee; will join Audit Committee effective as of the 2025 Annual Meeting .
• Attendance: In 2024 each director attended 100% of Board meetings and at least 75% of their committee meetings (Board met 6 times) .
• Committee activity (2024): Audit (4 meetings), Compensation (7), Nominating & Corporate Governance (4), Privacy & Security Subcommittee (4) .
• Board structure and processes: Separate Chair/CEO roles; Chair leads board strategy/agenda and independent executive sessions; declassified board; majority voting standard in uncontested elections .

Fixed Compensation

• Director fee schedule (2024)

  Component	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 & Governance	$7,000	$17,000
  Cybersecurity & Data Privacy Subcommittee	$6,000	$15,000

• Robertson’s 2024 Director Compensation (TNDM):

  Item	Amount
  Fees earned (cash)	$118,000
  Stock awards (RSUs, grant-date fair value)	$225,448
  Total	$343,448

Notes: Annual RSU grants to continuing directors were determined by dividing $180,000 by the 15-trading-day average price (rounded down) and vest annually; onboarding grants for new directors were $300,000 in RSUs vesting in equal annual installments over three years .

Performance Compensation

• Equity structure for non-employee directors (2024):

  Feature	Design
  Annual equity	RSUs; grant value $180,000, shares based on 15-trading-day average price; vest annually
  Onboarding equity (new directors)	RSUs; grant value $300,000; vest in equal annual installments over three years
  Performance conditions	Not used for non-employee director equity (time-based RSUs only)

Other Directorships & Interlocks

• Current public company boards: No other public company directorships disclosed for Robertson beyond TNDM .
• Compensation committee interlocks: None (no interlocking relationships disclosed) .

Expertise & Qualifications

• Board skills matrix indicates Robertson’s strengths in Corporate Strategy, Medical Device Executive Leadership, and Consumer Technology Experience & Insights .
• Biography cites extensive management in medtech, board process/financial literacy, and long-term healthcare/medtech investing experience .

Equity Ownership

• Beneficial ownership (as of March 14, 2025)

  Holder	Beneficial Shares	RSUs Vesting by May 13, 2025	Options Exercisable by May 13, 2025	Ownership %
  Rebecca Robertson	9,396	—	33,447	<1%

• Outstanding director equity holdings (as of Dec 31, 2024): RSUs outstanding 4,387; options outstanding 33,447 .
• Ownership alignment policies: Non-employee directors must hold ≥3x annual director cash retainer; as of measurement dates, all directors (except the CEO, who later became compliant) were in compliance or within phase-in periods .
• Hedging/pledging: Prohibited; no outstanding pledged shares .

Governance Assessment

• Strengths and signals supporting investor confidence:
  • Independent Board Chair with relevant medtech-operating and investing background; independent under SEC/Nasdaq .
  • Clear committee roles (Compensation Committee member; expected Audit Committee service from 2025), plus strong attendance (Board 100%) .
  • Shareholder-aligned structures: separate Chair/CEO; declassified board; majority voting; anti-hedging/pledging; stock ownership guidelines; clawback policy for executives; robust say-on-pay (95.42% support in 2024) .
  • Ongoing governance enhancements (e.g., ESG oversight moved to Audit; adjustments to compensation benchmarking and TSR weighting) .
• Conflicts/related-party exposure:
  • Board determined Robertson is independent; no related-party transactions requiring disclosure involving her; no compensation committee interlocks .
• RED FLAGS:
  • None identified in filings regarding attendance, pledging/hedging, related-party transactions, or interlocks .