Susan Morrison
TANDEM DIABETES CAREAbout Susan Morrison
Susan Morrison is Executive Vice President and Chief Administrative Officer (CAO) at Tandem Diabetes Care (TNDM), age 45 as of March 31, 2025; she has led investor relations, corporate communications, human resources, and facilities since December 2017, after serving in successive leadership roles since joining Tandem in November 2007 . Her background includes Corporate and Investor Relations at Biosite Inc. (2003–2007), and earlier roles in healthcare-focused public relations, which underpin her expertise in stakeholder communications and organizational development . Company performance context for her tenure includes 2024 worldwide sales of over $940 million, positive free cash flow, ~7% growth in in‑warranty installed base to ~480,000 customers, and 39% OUS sales growth; executive incentive design embeds pay-for-performance via STIP and PSUs with gross margin and relative TSR metrics to align compensation with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tandem Diabetes Care | Successive leadership roles prior to CAO | 2007–2017 | Helped lead transformation from domestic venture-backed insulin pump start‑up to global diabetes technology company |
| Tandem Diabetes Care | EVP & Chief Administrative Officer | Dec 2017–Present | Oversees investor relations, corporate communications, HR, and facilities; supports culture, talent, and stakeholder alignment |
| Biosite Inc. | Corporate & Investor Relations | Aug 2003–Nov 2007 | Built capital markets and stakeholder communications capabilities in diagnostics; foundation for IR leadership at Tandem |
External Roles
No external public company board or committee roles for Susan Morrison were described in the proxy biography sections reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $437,091 | $437,091 | $450,203 (3% YoY increase) |
| Target Bonus % of Salary | 60% | 60% | 60% |
| Target Cash Bonus ($) | $262,255 | $262,255 | $270,122 |
Performance Compensation
Short-Term Incentive (2024 Cash Bonus Plan)
| Component | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Worldwide Revenue | 80% | Company-level revenue objective | 86.9% of target | 69.5% weighted payout | Payout curve: 50% at 90% of target; up to 200% at ≥110% |
| Product Development | 10% | Commence launch of 3 new products | Achieved (100%) | 10.0% weighted payout | Multiple launches required; capped at 200% |
| Customer Satisfaction KPI | 10% | Annual KPI target | Achieved (100%) | 10.0% weighted payout | Capped at 200% |
| Total STIP Payout % | — | — | — | 89.5% | Committee approval March 2025 |
| Executive | Target Cash Bonus ($) | Actual Cash Bonus ($) | Payout % |
|---|---|---|---|
| Susan Morrison | $270,122 | $239,863 | 89.5% |
Long-Term Incentives (2024 PSU Framework)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Gross Margin (FY2026) | 60% | Target not disclosed (commercially sensitive) | Not yet measured | 50–200% linear curve (Threshold–Max) | Measured YE2026; release in 2027 |
| Relative TSR vs Russell 3000 (2024–2026) | 40% | 50th percentile=100% payout | Not yet measured | 0–200% (25th–75th percentile) | Measured YE2026; release in 2027 |
| Grant Type | Grant Date | Shares | Grant-Date Fair Value/Share | Aggregate Value |
|---|---|---|---|---|
| PSUs | 5/23/2024 | 13,160 | $49.68 | $653,789 |
| RSUs | 5/23/2024 | 13,161 | $49.68 | $653,838 |
| RSU Vesting Schedule | — | — | — | 33% at 12 months from grant; remaining 67% quarterly over next 24 months |
Equity Ownership & Alignment
Beneficial Ownership (as of March 14, 2025)
| Category | Shares / Units | Notes |
|---|---|---|
| Shares Beneficially Owned | 31,189 | <1% of shares outstanding |
| RSUs Vesting by May 13, 2025 | — | None listed in near-term RSU column |
| Options Exercisable by May 13, 2025 | 188,321 | Per beneficial ownership table |
Outstanding Equity Awards (Unvested at 12/31/2024)
| Grant Year | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market Value ($) |
|---|---|---|---|---|
| 2021 | 325 | $11,707 (close $36.02) | 1,380 | $49,708 |
| 2022 | 948 | $34,147 | 5,523 | $198,938 |
| 2023 | 9,019 | $324,864 | 8,883 | $319,966 |
| 2024 | 13,161 | $474,059 | 13,160 | $474,023 |
Stock Options (as of 12/31/2024)
| Status | Shares | Exercise Price ($) | Expiration |
|---|---|---|---|
| Exercisable | 5,639 | 119.20 | 5/21/2025 |
| Exercisable | 8,460 | 69.50 | 2/16/2026 |
| Exercisable | 16,920 | 23.00 | 12/16/2026 |
| Exercisable | 20,000 | 18.86 | 6/14/2028 |
| Exercisable | 105,000 | 51.50 | 2/15/2029 |
| Exercisable | 15,012 | 82.34 | 5/27/2030 |
| Unexercisable | 827 | 81.63 | 5/18/2031 |
| Unexercisable | 1,187 | 65.28 | 5/25/2032 |
Note: Company ceased granting options as part of LTI in 2022; later hires did not receive options .
Ownership Policies and Compliance
- Stock ownership guidelines: EVP requirement = 1x base salary; committee evaluates annually . As of measurement dates, all executive officers and directors (except the CEO, who later became compliant) were compliant or within phase‑in periods, implying Morrison is compliant .
- Hedging/pledging prohibited; policy filed with 2024 10‑K; no outstanding pledged shares .
2024 Exercises and Vests
| Item | Quantity | Value |
|---|---|---|
| Option Exercises | — (none) | — |
| Stock Vested (RSUs) | 8,802 shares | $514,825 |
Employment Terms
Severance and Change-of-Control
| Provision | Susan Morrison Terms |
|---|---|
| Agreement Type | Employment severance agreement approved for senior management |
| Trigger | Double-trigger: involuntary termination or resignation for good reason within 3 months before or 12 months after change of control |
| Cash Severance | 18 months of base salary plus target bonus (for NEOs other than CEO) |
| Equity | Full acceleration of all unvested options, RSUs, PSUs, and lapse of repurchase rights upon qualified CoC termination |
| Potential Payment (12/31/2024) | Severance $1,080,487; Accelerated RSUs/PSUs $1,931,320; Accelerated Options $0 (all unvested options OOTM at $36.02) |
Clawback and Trading Policies
- Clawback policy (amended Oct 2, 2023) compliant with Exchange Act §10D/Nasdaq 5608; recoupment for restatements and misconduct covers cash and equity incentive compensation .
- Insider trading policy prohibits hedging and pledging; aligns with governance best practices .
Employment Agreements
- No fixed-term employment agreements beyond offer letters; compensation determined by committee oversight .
Compensation Structure Analysis
- Cash vs equity mix: NEO LTI design is 50% RSUs and 50% PSUs; three-year vesting enhances retention while driving performance orientation (gross margin and relative TSR) .
- Shift away from options: Company ceased granting options in 2022, moving toward RSUs/PSUs—lower risk for executives and clearer alignment with performance goals .
- Pay positioning: Committee updated benchmark philosophy from 60th to 50th percentile beginning in 2H 2024 for 2025 decisions, reflecting maturation and stockholder feedback .
- 2024 STIP payout: 89.5% of target across NEOs, reflecting below-target revenue offset by full achievement in product launches and customer satisfaction .
Compensation Peer Group (2024 benchmarking)
| Peers |
|---|
| AngioDynamics (ANGO); Artivion (AORT); AtriCure (ATRC); CONMED (CNMD); Dexcom (DXCM); Glaukos (GKOS); Globus Medical (GMED); Haemonetics (HAE); ICU Medical (ICUI); Inogen (INGN); Inspire Medical Systems (INSP); Insulet (PODD); iRhythm Technologies (IRTC); LivaNova PLC (LIVN); Masimo (MASI); Nevro (NVRO); QuidelOrtho (QDEL); STAAR Surgical (STAA) |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 95.42%; feedback drove increased performance weighting (TSR) and calibration of executive pay benchmarking to 50th percentile .
- 2025 say‑on‑frequency: Board recommends annual (“One Year”) vote cadence .
Multi‑Year Compensation Summary (Susan Morrison)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $437,091 | $437,091 | $450,203 |
| Stock Awards | $732,050 | $707,727 | $1,307,627 |
| Option Awards | $360,598 | — | — |
| Non‑Equity Incentive (STIP) | $132,628 | $98,345 | $239,863 |
| All Other Compensation | $105,040 | $2,770 | $7,778 |
| Total | $1,767,407 | $1,245,933 | $2,005,471 |
Investment Implications
- Alignment: Morrison’s compensation is heavily equity‑linked with PSUs tied to FY2026 gross margin and relative TSR, creating direct linkage to profitability and market‑relative returns; RSUs’ three‑year vesting promotes retention . Governance policies prohibit hedging/pledging and enforce clawbacks, mitigating misalignment risk .
- Retention and CoC Economics: Double‑trigger severance provides 18 months salary+target bonus and full equity acceleration upon qualified CoC termination; as of 12/31/2024, estimated CoC severance cash of ~$1.08M and equity acceleration ~$1.93M suggest meaningful retention value while aligning with market practices (no excise tax gross‑ups) .
- Selling Pressure: RSU vesting created realized value ($514,825, 8,802 shares in 2024), but no option exercises occurred in 2024; ongoing RSU vesting cadence could result in periodic liquidity events subject to 10b5‑1 and blackout windows . Company policy bans hedging/pledging, reducing adverse signaling risks .
- Performance sensitivity: 2024 STIP paid at 89.5% (below target on revenue), indicating balanced discipline; LTI PSU outcomes will hinge on FY2026 gross margin and relative TSR versus the Russell 3000, directly impacting realized comp and signaling management execution confidence .