TransMedics Group (TMDX) Proxy filing summary

Executive summary

• Achieved 37% year-over-year revenue growth in 2025, reaching $605.5 million and positive cash flow for the first time, with $152 million generated and operating margins expanding to 18% from 8.5% in 2024.

• Expanded OCS penetration in liver (36%) and heart (18%), launched integrated transplant network in Italy, and initiated ENHANCE heart and DENOVO lung clinical programs.

• Outperformed market indices in total shareholder return over one, three, and five years, and continued to invest in clinical, product, and infrastructure pipelines.

• Entered 2026 with a clear roadmap, including OCS Generation 3.0 and European expansion, aiming for 20,000 U.S. NOP transplants by 2030.

Voting matters and shareholder proposals

• Shareholders to elect eight directors for one-year terms, approve executive compensation (say-on-pay), amend the 2019 Stock Incentive Plan to add 2,750,000 shares and extend the plan, and ratify PricewaterhouseCoopers LLP as auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 11, 2026.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; leadership structure separates CEO and Chairperson roles.

• Committees: Audit (6 meetings), Compensation (5), Nominating and Corporate Governance (4); all committee members are independent.

• Board diversity: 25% gender diverse, with two female directors, including the Audit Committee Chair.

• Director compensation increased in 2025, with annual cash retainers and RSU awards; further RSU increase approved for 2026.