02/04/2026 | Press release | Distributed by Public on 02/04/2026 15:15
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Transition of Chief Commercial Officer
On February 1, 2026, the Board of Directors (the "Board") of TransMedics Group, Inc. (the "Company") appointed Giovanni Cecere as Chief Commercial Officer, effective as of February 2, 2026. Mr. Cecere will succeed Tamer Khayal, M.D., who has served as the Company's Chief Commercial Officer since January 2018 and who will transition to Senior Vice President of International for the Company effective as of February 2, 2026.
Transition of General Counsel
On February 1, 2026, the Board appointed Matthew Forsyth as Senior Vice President, General Counsel & Corporate Secretary, effective as of March 9, 2026 or, if later, the first date of Mr. Forsyth's employment by the Company (the "GC Transition Date"). Mr. Forsyth will succeed Anil Ranganath, who has served as the Company's Senior Vice President, General Counsel & Corporate Secretary since June 2023 and who will transition to a non-executiveposition at the Company effective as of the GC Transition Date.
Pursuant to the terms of a Transition Agreement, dated February 3, 2026, between the Company and Mr. Ranganath (the "Transition Agreement"), Mr. Ranganath will remain a non-executiveemployee of the Company following the GC Transition Date until June 7, 2026 (the "Separation Date"). Following the Separation Date, Mr. Ranganath will serve as a non-employeeconsultant to the Company until September 7, 2026. While Mr. Ranganath is employed as a non-executiveemployee, he will continue to receive his current base salary and will remain eligible to receive an annual bonus in respect of the Company's 2025 fiscal year in an amount equal to his target annual bonus. Under the Transition Agreement and consistent with the terms of Mr. Ranganath's equity awards, his equity awards will continue to vest during the periods in which he remains employed with and then providing services to the Company as a non-employeeconsultant. As a non-employeeconsultant, Mr. Ranganath will also receive an annualized fee of $10,000. Following the Separation Date, Mr. Ranganath will receive the following payments and benefits in connection with his termination of employment pursuant to the terms of his existing retention agreement with the Company: (i) an amount equal to 0.75 multiplied by the sum of his highest annual base salary during the three-year period prior to the GC Transition Date and his highest annual bonus during the three-year period prior to the GC Transition Date, (ii) COBRA premiums for a period of up to nine months following the GC Transition Date, and (iii) a pro-ratedannual bonus for fiscal year 2026, based on his annual bonus for fiscal year 2025, subject to Mr. Ranganath's execution of a release of claims and compliance with any nondisclosure, non-competitionor similar agreement between Mr. Ranganath and the Company.