Tommy Thompson
TherapeuticsMDAbout Tommy Thompson
Tommy G. Thompson (age 83) is Chairman of the Board at TherapeuticsMD (TXMD). He has served on TXMD’s board since May 2012, was Executive Chairman from September 2022 to March 2024, and returned to Chairman in March 2024. He holds a B.S. and J.D. from the University of Wisconsin–Madison and brings deep public-sector and healthcare governance experience, including service as Governor of Wisconsin (1987–2001) and U.S. Secretary of Health & Human Services (2001–2005) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Wisconsin | Governor | Jan 1987–Feb 2001 | Led economic revitalization; welfare reform; expanded healthcare access |
| U.S. Department of Health & Human Services | Secretary | Feb 2001–Jan 2005 | Nation’s leading advocate for health and welfare; healthcare policy leadership |
| University of Wisconsin System | Interim President | Jul 2020–Mar 2022 | Interim system leadership |
| Akin Gump Strauss Hauer & Feld LLP | Partner | Mar 2005–Jan 2012 | Healthcare-focused legal and policy advisory |
| Deloitte Center for Health Solutions | Independent Chairman | Mar 2005–May 2009 | Healthcare consulting leadership |
| Logistics Health, Inc. | President | Feb 2005–Jan 2011 | Medical readiness/homeland security solutions leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Thompson Holdings | Chief Executive Officer | Current | Consulting firm leadership |
| Bipartisan Policy Center | Senior Fellow | Since Jul 2013 | Non-profit advocacy and policymaking |
| United Therapeutics (NASDAQ: UTHR) | Director | Current | Public company board service |
| Healthpeak Properties, Inc. (f/k/a Physicians Realty Trust) (NYSE: DOC) | Director | Current | Public company board service |
| Tyme Technologies (NASDAQ: TYMI) | Director | Aug 2017–Feb 2020 | Prior public company board |
| Centene (NYSE: CNC) | Director | Apr 2005–Jan 2022 | Prior public company board |
| Scilex Holding (NASDAQ: SCLX) | Director | 2022–2023 | Prior public company board |
Board Governance
- Role and independence: Chairman of the Board; Board determined Thompson is independent under SEC and Nasdaq rules . He chairs executive sessions of independent directors .
- Committee memberships: Audit Committee member; Board determined he qualifies as an “audit committee financial expert” .
- Attendance: Board held 9 meetings in 2024; no director attended fewer than 75% of applicable meetings . Note: The Audit Committee meetings are reported inconsistently—“four (4)” in Board & Committee Meetings, versus “five (5)” in the Audit Committee’s report, a minor disclosure discrepancy .
- Leadership structure: Separate CEO and Chairman roles; Chairman sets agendas and presides over Board and executive sessions .
- Policies enhancing governance: Clawback policy (2023) consistent with Dodd-Frank Section 954 ; anti-hedging and anti-pledging policy (April 2020) prohibits hedging, short sales, and pledging of company stock ; insider trading policy adopted March 25, 2025 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $101,758 | Reflects proration of Executive Chairman retainer for portion of 2024 served as Executive Chairman |
| Equity grants (annual) | $0 | No director equity awards granted in 2024 |
| Board cash retainer (policy) | $57,500 | Standard director retainer |
| Chairman additional retainer (policy) | $22,500 | Standard Chairman retainer |
| Audit Committee member retainer (policy) | $15,000 | Standard Audit Committee member retainer |
Performance Compensation
| Metric/Instrument | 2024 Design | Payout/Status | Notes |
|---|---|---|---|
| Performance-based equity (PSUs) for directors | None disclosed | N/A | No director equity awards in 2024; director RSUs historically time-based |
| Option awards to directors (new grants) | None in 2024 | N/A | No option grants to directors disclosed for 2024 |
Historical context: In 2022, while Executive Chairman, Thompson received 34,175 RSUs and $150,000 cash; total $379,998—illustrating prior equity-heavy mix for the Executive Chairman role. In 2024, mix shifted to cash-only with no new equity grants for any director .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| United Therapeutics (UTHR) | Director | None disclosed with TXMD’s suppliers/customers |
| Healthpeak Properties, Inc. (f/k/a Physicians Realty Trust) (DOC) | Director | None disclosed with TXMD’s suppliers/customers |
| Rubric-related board presence (TXMD) | Justin Roberts (Partner at Rubric) on TXMD Board | Company engaged in multiple subscription/redemption transactions with Rubric; Roberts elected not to receive director compensation—board-level related-party exposure to major holder, not tied to Thompson |
Expertise & Qualifications
- Healthcare and public policy depth from HHS leadership, gubernatorial experience, and roles at Deloitte/Akin Gump/Logistics Health .
- Audit Committee financial expert designation supports financial oversight credibility .
- Legal and governance acumen via prior law firm partnership and extensive board experience across healthcare companies .
Equity Ownership
| Holder/Instrument | Shares/Units | Ownership % | Notes |
|---|---|---|---|
| Total beneficial ownership (Thompson) | 36,362 | <1% | Based on 11,574,362 shares outstanding as of Oct 20, 2025 |
| Direct holdings (Thompson) | 14,779 | — | Included in beneficial total |
| Thompson Family Investments, LLC | 14,312 | — | Entity solely owned by Thompson Family Holdings, LLC; Thompson Family Holdings LLC solely owned by Thompson; plus 21 shares indirectly via Thompson Family Holdings, LLC |
| Vested stock options (exercisable) | 7,250 | — | Included in beneficial total; exercisable within 60 days |
| RSUs (vested but unsettled) | 8,500 | — | RSUs vested but not settled as of Dec 31, 2024 (not counted in beneficial table) |
| Pledging/Hedging | Prohibited | — | Anti-hedging and anti-pledging policy (Apr 2020) |
| Section 16 compliance | Compliant | — | Company believes all insiders complied during FY2024 |
Governance Assessment
- Positives: Independent Chairman with healthcare policy and governance expertise; Audit Committee financial expert; majority-independent board; robust clawback and anti-hedging/pledging policies; consistent executive sessions chaired by Thompson—supports board independence and oversight quality .
- Alignment: Modest beneficial ownership (<1%) and outstanding settled-but-unissued RSUs; cash compensation predominates in 2024, reducing equity alignment vs. 2022 Executive Chairman award mix .
- Conflicts: No Thompson-specific related-party transactions disclosed. Board-level exposure exists via Rubric Capital agreements and presence of a Rubric partner on the board; Roberts declined compensation, but the capital transactions represent a continuing related-party context for TXMD—important for investors to monitor (not attributable to Thompson) .
- Process signals: Audit Committee meeting count inconsistency (reported as four vs. five) is a disclosure-quality red flag to monitor, though likely clerical; ensure future proxies reconcile committee activity counts .
Overall: Thompson’s extensive healthcare and public governance background and audit expertise strengthen board oversight. 2024 director pay shifted toward cash-only without performance equity, potentially weakening pay-for-performance alignment for directors, though anti-hedging/pledging and regular executive sessions mitigate governance risk. Monitor related-party dynamics with Rubric and ensure consistent committee disclosures for investor confidence .