TransMedics Group (TMDX) Proxy filing summary

Executive summary

• A proposal seeks to amend the 2019 Stock Incentive Plan by adding 2,750,000 shares and implementing governance enhancements, aiming to support ongoing growth and talent retention.

• The company has experienced rapid transformation, with revenue rising from $30 million in 2021 to $605.5 million in 2025 and headcount growing from 212 to 898.

• Growth initiatives include new product trials, international expansion, and FDA-approved clinical programs in Heart, Lung, and Liver.

• Forward-looking statements highlight risks and uncertainties related to product development, clinical trials, and market expansion.

Voting matters and shareholder proposals

• Proposal 3 requests approval to amend the 2019 Stock Incentive Plan, increasing the share pool and updating plan features.

• The Board of Directors unanimously recommends voting in favor of Proposal 3.

• Supplemental information corrects the number of shares available for issuance under the plan as of March 25, 2026.

Board of directors and corporate governance

• The amended plan introduces minimum vesting requirements, double-trigger vesting on change in control, and director compensation limits.

• No evergreen provision, no liberal share recycling, no dividends on unvested awards, and no repricing are included.