TransMedics Group (TMDX) Proxy filing summary

Voting matters and shareholder proposals

• Election of eight directors, with nominees listed for shareholder approval.

• Advisory vote on executive compensation for named executive officers.

• Proposal to amend the 2019 Stock Incentive Plan, increasing shares available by 2,750,000 and making additional changes.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026.

• Other business may be addressed as appropriate during the meeting.

Board of directors and corporate governance

• Board recommends voting in favor of all director nominees and proposals.

• Annual meeting to be held virtually on May 20, 2026, allowing shareholder participation online.

Executive compensation and say-on-pay

• Advisory vote scheduled on compensation paid to named executive officers.

• Proposed amendment to the stock incentive plan includes increasing the share pool and other plan changes.