Rick Carpenter
TANDEM DIABETES CAREAbout Rick Carpenter
Rick Carpenter is Chief Technical Officer of Tandem Diabetes Care and has served in this role since November 2021; he was 62 years old as of March 31, 2025 and holds a B.S. in Computer Science from The University of Texas Permian Basin, with M.S. coursework at The University of Texas at Arlington . During his tenure, the company’s revenues increased from $747.7M in FY 2023 to $940.2M in FY 2024, while EBITDA losses narrowed versus FY 2023; see table below for detail (values from S&P Global)*.
| Company Performance | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $801,217,000* | $747,718,000* | $940,203,000* |
| EBITDA (USD) | $(47,479,000)* | $(124,665,000)* | $(82,520,000)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inseego Corporation | Senior Vice President of Engineering | Feb 2020–Nov 2021 | Led worldwide engineering across device hardware/software, cloud software, QA, regulatory, product certification, and technical account management . |
| Capsule Technologies | General Manager, IoMT Business; Senior Director of Engineering | Apr 2017–Jan 2020 | Integrated medical devices/wearables into a secure system delivering patient monitoring data to healthcare professionals . |
| Smith Micro Software | Senior Vice President of Engineering | May 2009–Mar 2017 | Senior engineering leadership across product development . |
| Earlier career | Engineering development and leadership roles | Unspecified | Roles at Nextwave Wireless, Sierra Wireless, General Dynamics, Motorola, Denso . |
External Roles
No public company directorships or external board roles were disclosed for Carpenter in the proxies reviewed .
Fixed Compensation
- Carpenter was not listed among Named Executive Officers (NEOs) in the Summary Compensation Table for 2024 and therefore specific base salary and bonus amounts for him were not disclosed .
- Company framework: Base salary is set relative to peers and reviewed annually; in 2024 NEO base salaries increased 3% after no increases in 2023 due to operating discipline and margin goals .
Performance Compensation
| Component | Weighting | Metrics | Level vs Target | Weighted % of Total Payout |
|---|---|---|---|---|
| Financial Performance Objective | 80% | Worldwide revenue target | 86.9% | 69.5% |
| Product Development Objective | 10% | Commenced launch of 3 new products | 100% | 10% |
| Customer Satisfaction | 10% | KPI score vs target | 100% | 10% |
| Total Cash Bonus Payout | — | — | — | 89.5% |
- Company awarded NEO cash bonuses at 89.5% of target for 2024 based on the above outcomes; Carpenter’s specific payout and target bonus % were not separately disclosed .
- Long-term incentive design: 3-year vesting; mix is 50% RSUs and 50% PSUs for non-CEO NEOs; PSU metrics include total stockholder return (TSR) and a gross margin objective, determined at end of 2026 .
Equity Ownership & Alignment
- Hedging/Pledging: Company policy prohibits hedging and pledging of company stock; there are no outstanding pledged shares .
- Stock Ownership Guidelines: Executive officers must hold Company stock equal to 1x base salary (CEO 3x; non-employee directors 3x retainer); phase-in periods apply (3 years for executives; 5 years for directors). As of the measurement dates, all executive officers and directors except the CEO were in compliance or within phase-in periods .
| Ownership Guidelines | Requirement | Compliance Status |
|---|---|---|
| CTO (Other Executive Officers) | 1x base salary | All executives except CEO compliant or within phase-in windows at measurement dates |
- RSU Vesting Schedules and Recent Insider Activity (indicative of selling pressure related to tax withholding rather than open-market selling):
| Date | Transaction Type | Shares | Price | Post-Transaction Common Shares | RSUs Outstanding After Event | Source |
|---|---|---|---|---|---|---|
| 2025-02-18 | RSU vest (Code M) | 595 | $0 | 15,530 → 15,285 after tax withholding (see next line) | 596 (remaining from 2022 award) | |
| 2025-02-18 | Tax withholding (Code F) | 245 | $33.47 | 15,285 | — | |
| 2025-02-18 | RSU vest (Code M) | 1,438 | $0 | 16,723 → 16,132 after tax withholding (see next line) | 7,185 (remaining from 2023 award) | |
| 2025-02-18 | Tax withholding (Code F) | 591 | $33.47 | 16,132 | — | |
| 2025-09-15 | RSU vest (Code M) | 406 | $0 | — | — | |
| 2025-09-15 | Tax withholding (Code F) | 207 | $10.82 (price referenced in contemporaneous filings) | — | — |
- RSU Vesting Mechanics per Carpenter’s awards: 33% vests at first anniversary, remaining 67% vests in eight equal quarterly installments thereafter (not cash-settled; company may withhold shares to cover taxes) .
Employment Terms
| Provision | Summary | Source |
|---|---|---|
| Severance Agreements | Company has approved severance agreements for senior management (including NEOs). If within 3 months before or 12 months after a change of control the executive is involuntarily terminated or resigns for good reason, they receive salary continuation for the severance period, plus target bonus for the year of termination; unvested options/RSUs/SARs vest; repurchase rights on restricted stock lapse . | |
| Severance Periods | CEO: 24 months; other NEOs: 18 months . | |
| Non-Qualifying Terminations | No change-of-control severance upon voluntary resignation, termination for cause, disability, or death (except as provided in other plans/agreements) . | |
| Clawback Policy | 2020 policy with 2023 amendment to comply with Exchange Act Section 10D and Nasdaq Rule 5608; recovery of incentive compensation and profits from stock sales if restatements due to misconduct; applies to covered officers from Oct 2, 2023 onward . | |
| Hedging/Pledging | Insider trading policy prohibits hedging and pledging; no pledged shares outstanding . |
Investment Implications
- Compensation alignment: Equity mix (RSUs/PSUs, 3-year schedule, TSR and gross margin PSUs) aligns Carpenter’s incentives with long-term shareholder value creation and operational discipline, mitigating short-termism .
- Retention risk: Regular RSU vesting over three years and company-wide double-trigger change-of-control protection (with target bonus and equity acceleration upon qualifying termination) reduce near-term attrition risk for senior technical leadership .
- Trading signals: Carpenter’s recent Form 4s show RSU settlements with tax-withholding dispositions (Code F), not open-market sales—implying predictable, low-signal supply from scheduled vest dates rather than discretionary selling pressure .
- Ownership discipline: Prohibition of pledging eliminates collateral-driven forced sales; stock ownership guidelines (1x salary for executive officers) and reported compliance at measurement dates support ongoing alignment for executives like Carpenter .
- Company performance context: FY 2024 revenue growth versus FY 2023 and improved EBITDA trajectory provide a favorable backdrop for equity-based incentives during Carpenter’s tenure; continued PSU measurement through 2026 ties payouts to sustained performance (values from S&P Global; PSU design from proxy)* .
*Values retrieved from S&P Global.