Shannon Hansen
TANDEM DIABETES CAREAbout Shannon Hansen
Shannon Hansen is Executive Vice President, Chief Legal, Privacy & Compliance Officer and Secretary at Tandem Diabetes Care (TNDM). She was promoted to EVP in April 2024 after serving as Chief Legal, Privacy & Compliance Officer and Secretary since August 2023, and joined Tandem in January 2022 as SVP, General Counsel, Chief Compliance Officer and Secretary; she is 59 years old and oversees legal, compliance and privacy functions . She holds a B.S. in Chemical Engineering from Carnegie Mellon University and a J.D. from Stanford Law School . During her tenure, TNDM returned to growth in 2024, delivering U.S. sales of more than $670M, 39% international growth to ~$268M, and positive free cash flow; NEO annual cash bonuses paid at 89.5% of target reflected achievement against financial, product development and customer satisfaction objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alto Pharmacy | General Counsel, Corporate Secretary & Chief Privacy Officer | Apr 2020 – Sep 2021 | Oversaw development of legal, privacy and compliance functions . |
| Abbott Laboratories | Leadership roles (various) | May 2009 – Feb 2020 | Held leadership roles across legal/compliance; significant medtech regulatory exposure . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PHC Holdings Corporation | Independent External Audit & Supervisory Board Member | Since Aug 2021 | External audit/supervisory oversight; governance experience in healthcare technology . |
Fixed Compensation
- TNDM does not disclose individual compensation details (base salary, target bonus, actual bonus) for non-NEO executive officers like Ms. Hansen in the proxy; NEOs received 3% base salary increases in 2024 after a 2023 freeze .
- TNDM has no employment agreements detailing guaranteed terms of employment for current executive officers beyond offer letters .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (Company program for NEOs) | Financial performance, product development milestones, customer satisfaction | Not disclosed | Company-set objectives | 89.5% of target paid for FY 2024 | N/A |
| Long-Term PSUs | Total Shareholder Return (TSR) component | Included (non-CEO NEOs aligned to CEO mix) | Measured over performance period | Determination at end of 2026 | 3-year |
| Long-Term PSUs | Gross Margin objective | Included (non-CEO NEOs aligned to CEO mix) | Measured over performance period | Determination at end of 2026 | 3-year |
| RSUs (service-based) | Time-based vesting | 50% of long-term awards | N/A | N/A | 3-year |
Note: The above describes the company’s executive incentive design. Ms. Hansen’s specific grants, targets, and payouts are not individually disclosed in the proxy (non-NEO).
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock Ownership Guidelines | EVP requirement: 1x base salary (3-year phase-in for executives) . |
| Compliance Status | As of measurement dates, all executive officers and directors except the CEO were compliant or within phase-in; CEO became compliant on Feb 18, 2025 . |
| Hedging/Pledging | Prohibited for directors, officers, and employees; no pledged shares outstanding . |
| Clawback Policy (SOX 304 & Exchange Act 10D) | 2020 clawback adopted; amended Oct 2, 2023 to comply with Rule 10D‑1 and Nasdaq 5608; applies to incentive comp received on/after that date . |
| Beneficial Ownership (Hansen) | Not individually disclosed in beneficial ownership table (table covers directors and NEOs) . |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Employment agreement | No guaranteed-term employment agreements beyond offer letters for current executive officers . |
| Change-in-control | Double-trigger benefits; no single-trigger cash severance or automatic vesting solely upon change in control . |
| Severance multiples | Not disclosed for Ms. Hansen. |
| Non-compete / Non-solicit / Garden leave | Not disclosed. |
| Clawback | Company clawback applies to executive officers as described above . |
| Insider trading policy | Governed by insider trading policy filed with FY2024 10-K; prohibits hedging and pledging . |
Performance & Track Record
| Metric | FY 2024 |
|---|---|
| U.S. Sales ($) | >$670M |
| International Sales ($) | ~$268M |
| International Sales YoY Growth (%) | 39% |
| Free Cash Flow | Positive for the full year |
Additional signal of role visibility: Ms. Hansen signed multiple SEC filings on behalf of Tandem as EVP Chief Legal, Privacy & Compliance Officer and Secretary, including 8‑Ks dated Nov 6, 2025 and Nov 12, 2025; and as SVP General Counsel on Aug 18, 2023 .
Investment Implications
- Compensation alignment: Executive incentives emphasize long-term equity with 50% PSUs incorporating TSR and gross margin, and clawbacks covering cash and equity—consistent with shareholder alignment and governance best practices .
- Retention risk: At-will employment and absence of guaranteed-term agreements suggest standard retention levers rely on multi-year vesting and ownership guidelines; 3-year vesting and ownership requirements should promote retention for Ms. Hansen, though individual grant details are not disclosed (monitor future awards and Form 4s) .
- Trading signals: Hedging/pledging prohibitions and no pledged shares reduce misalignment risk; lack of visibility into Ms. Hansen’s personal holdings and transactions warrants ongoing monitoring of Section 16 filings for potential selling pressure around vest dates .
- Change-of-control economics: Double-trigger treatment mitigates windfall risk and aligns incentives to remain through a transaction; absence of disclosed excise tax gross-ups and no single-trigger severance are shareholder-friendly .
- Execution context: Legal/privacy/compliance leadership coincided with a return to growth in 2024 and positive free cash flow, while NEO cash bonuses paid below target (89.5%) reflect disciplined pay-for-performance; continued delivery on TSR/gross margin PSUs through 2026 will be a key signal of long-term value creation .