DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

TRANSMEDICS GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

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☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Message To Our Shareholders


				TransMedics was founded with the mission to expand the utilization of available donor organs for transplantation while delivering the best possible clinical outcomes for our transplant patients. Today, our transformative OCS^TMtechnology, comprehensive NOP^TM clinical services, and integrated transplant logistics network have already fundamentally reshaped organ transplantation in the U.S. and we are expanding our operations to Europe and around the world – and we are just getting started.

Dear Fellow Shareholders:

2025 was another defining year for TransMedics. Our team completed over 5,100 U.S. OCS transplants, driving $605.5 million in total revenue, representing 37% year-over-year growth. We expanded OCS penetration in liver to 36% and heart to 18%, received full FDA IDE approval to initiate our ENHANCE heart and DENOVO lung clinical programs, and took our first steps in Europe with the launch of the first integrated organ transplantation network in Italy. Critically, for the third consecutive year, OCS was the engine of growth for the entire U.S. transplant market. As of 2025, overall U.S. liver, heart, and lung volumes are up 25% since 2022, a trend that would not have been possible without TransMedics. These results reflect the strength of our platform, our team, and our business model. We believe this foundation positions TransMedics to achieve even more success for our patients and for our shareholders.

LOGO

Financially, 2025 marked our first full year of positive cash flow, generating $152 million for the year, a significant milestone that reflects our transition to a self-funding growth model. We also expanded operating margins to 18% in 2025, up from 8.5% in 2024, demonstrating operating leverage as revenue scales alongside disciplined cost management. These results give us the financial foundation to accelerate investment in our pipeline, our infrastructure, and our global expansion without compromising our path to sustained profitability.

We enter 2026 with significant momentum and a clear growth roadmap. Our ENHANCE Heart and DENOVO Lung programs are actively launching and are designed to further expand utilization of both DBD and DCD donors, growing overall heart and resurrecting the lung transplant markets. We are also investing in our disruptive OCS Generation 3.0 starting with our OCS Kidney platform, which we expect to catalyze growth well beyond our 10,000 U.S. NOP transplant goal in 2028 toward 20,000 cases by 2030. In parallel, we are developing our Gen-3.0 platform for liver, heart and lung, upgrading our existing systems to accelerate clinical adoption and scale while achieving better leverage on our product margins. Outside the U.S., we are actively expanding into Europe, beginning with the launch of our NOP program in Italy. European expansion has the potential to nearly double our transplant addressable market, and Italy is the first step in capturing that opportunity. Finally, we are exploring how TransMedics can play a more integrated national role in the U.S. transplant modernization initiative to maximize donor organ utilization at a national level.

The impact of our work is measurable in lives saved and transplants performed, but we remain driven by the opportunities in front of us. Tens of thousands of patients remain on transplant waiting lists in the U.S. alone, and we believe TransMedics is uniquely positioned to close that gap. To our shareholders: thank you for your continued trust and support our mission. To our clinical partners and our team: your commitment to patients is the foundation of everything we have built. We look forward to 2026 with confidence, and we remain deeply grateful for the opportunity to lead this work.

Sincerely,

LOGO

Waleed Hassanein, M.D.

Founder, President and Chief Executive Officer

Notice of Annual Meeting of Shareholders

LOGO

Date and Time:

Wednesday, May 20, 2026

8:00 A.M., Eastern Time

LOGO

Location:

www.virtualshareholdermeeting.com/TMDX2026

LOGO

Record Date:

March 25, 2026

Purposes of the Meeting

1.	To elect eight (8) directors, each to serve until the 2027 Annual Meeting of Shareholders;

2.	To approve, on a non-binding advisory basis, the compensation of our named executive officers;

To approve an amendment to the TransMedics Group, Inc. Amended and Restated 2019 Stock Incentive Plan (the “2019 Plan”) to increase the maximum aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2019 Plan by 2,750,000 shares and make certain other changes;

4.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and

5.	To transact such other business as may properly come before the meeting or any adjournments and postponements thereof.

Voting

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote by remote communication at the Annual Meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in the Proxy Statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend. You will need the 16-digit control number included with the Notice, on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to make our proxy materials available to all of our shareholders over the Internet. We will be able to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 10, 2026, we will commence sending the Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders entitled to vote at the Annual Meeting. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

The accompanying Proxy Statement and our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which includes our audited financial statements, are also available for viewing, printing and downloading at http://investors.transmedics.com/ under the Investors/Financial Information page and at http://www.proxyvote.com.

By Order of the Board of Directors

LOGO

Matthew Forsyth

Senior Vice President, General Counsel and Corporate Secretary

Andover, MA

April 10, 2026

Table of Contents


Important Notice Regarding the Availability of Proxy Materials

Proxy Statement Summary			1

Proposal 1 Election of Directors			6

Board Leadership Structure			9

Director Independence			10

Role of Board in Risk Oversight Process			10

Committees and Attendance			11

Compensation Consultant			14

Global Code of Business Conduct and Ethics			15

Director Nomination Process and Board Diversity			16

Communication with Directors			17

Director Attendance at Annual Meeting			17

Non-Employee Director Compensation			17

Proposal 2 Advisory Vote on Executive Compensation			20

Security Ownership of Certain Beneficial Owners and Management			21

Executive Compensation			23

Compensation Discussion and Analysis			23

Executive Summary			23

What Guides Our Program			26

2025 Executive Compensation Program in Detail			29

Other Compensation Practices, Policies & Guidelines			33

Compensation Committee Report			37

Equity Compensation Plan Information			52

Report of the Audit Committee			53

Certain Relationships and Related Person Transactions			54

Executive Officers			55

Proposal 3 Amendment to the TransMedics Group, Inc. Amended and Restated 2019 Stock Incentive Plan			56

Proposal 4 Ratification of the Appointment of Independent Registered Public Accounting Firm			64

Shareholder Proposals for 2027 Annual Meeting			66

Annual Report			66

Householding of Proxy Materials			67

Appendix A: Amendment No. 1 to the Amended and Restated 2019 Stock Incentive Plan			68


		TransMedics Group, Inc. 2026 Proxy Statement		i

Proxy Statement Summary

This Proxy Statement relates to the solicitation of proxies by the Board of Directors (“Board”) of TransMedics Group, Inc. (“TransMedics” or “Company”), for use at the 2026 Annual Meeting of Shareholders (“Annual Meeting”), and at any adjournment of that meeting. The Annual Meeting is scheduled to be held on May 20, 2026, at 8:00 A.M., Eastern Time, at www.virtualshareholdermeeting.com/TMDX2026. On or about April 10, 2026, we will commence sending the Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders entitled to vote at the Annual Meeting.

References throughout the Proxy Statement to “TransMedics Group, Inc.”, “TransMedics”, “we”, “us”, “our”, or the “Company” refer to TransMedics Group, Inc., unless the context otherwise indicates.

Purposes of the Meeting

The purposes of the Annual Meeting are:

1.	To elect eight (8) directors, each to serve until the 2027 Annual Meeting of Shareholders;

2.	To approve, on a non-binding advisory basis, the compensation of our named executive officers;

4.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and

5.	To transact such other business as may properly come before the meeting or any adjournments and postponements thereof.

Shareholders Entitled to Vote at the Meeting

Our Board has established the close of business on March 25, 2026 as the “record date” for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (and any adjournments) if our records show that you owned our common stock at that time. As of this record date, 34,532,341 shares of our common stock, including 4,213 shares of restricted stock, were issued and outstanding, held by approximately 26 registered shareholders of record. Each issued and outstanding share of common stock as of the record date is entitled to one vote on each matter properly to come before the Annual Meeting and can be voted only if the record owner of that share, determined as of the record date, is present by remote communication at the Annual Meeting or represented by proxy. A list of shareholders entitled to vote will be available for examination during the Annual Meeting at www.virtualshareholdermeeting.com/TMDX2026.

Voting Shares That You Hold In Your Name

If you are a shareholder of record on the record date for the Annual Meeting, you may vote by proxy or you may attend the Annual Meeting and vote by remote communication at the meeting. If you do not attend the Annual Meeting, you may:

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VOTE BY INTERNET — www.proxyvote.com. Use the Internet to transmit your voting instructions up until 11:59 P.M., Eastern Time, on May 19, 2026. Have the Notice in hand when you access the website. Follow the steps outlined on the secured website.

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VOTE BY PHONE — Use a touch-tone phone by calling the toll-free number 1-800-690-6903 to transmit your voting instructions up until 11:59 P.M., Eastern Time, on May 19, 2026. Have the Notice in hand when you access the phone number. Follow the steps outlined on the phone line.

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VOTE BY MAIL — If you requested and received a proxy card by mail, mark, sign and date your proxy card and return it in the postage-paid envelope we will provide or mail it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


		TransMedics Group, Inc. 2026 Proxy Statement		1

Proxy Statement Summary

Virtual Meeting

Our Annual Meeting will be a virtual meeting, which will be conducted via live webcast. We believe hosting a virtual meeting will allow for greater shareholder attendance at the Annual Meeting by enabling shareholders who might not otherwise be able to travel to our physical meeting to attend online and participate from any location.

To participate in the Annual Meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/TMDX2026. You will need the 16-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials.

Instructions should also be provided on the voting instruction card provided by your bank or brokerage firm. If you do not have your 16-digit control number and choose to attend the meeting online, you will be able to listen to the meeting only, however, and you will not be able to vote or submit questions during the meeting.

Attending the Annual Meeting

The Annual Meeting will be held entirely online at www.virtualshareholdermeeting.com/TMDX2026. A summary of the information you need to attend the Annual Meeting online is provided below:

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Instructions on how to attend and participate via the Internet, including how to demonstrate proof of common stock ownership, are posted at www.virtualshareholdermeeting.com/TMDX2026.

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Questions regarding how to attend and participate via the Internet will be answered by calling 1-800-690-6903 on the day before the Annual Meeting and the day of the Annual Meeting.

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Please have your 16-digit control number to enter the Annual Meeting.

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Shareholders may submit questions while attending the Annual Meeting via the Internet.

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The Annual Meeting webcast will begin promptly at 8:00 A.M., Eastern Time.

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We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:30 A.M., Eastern Time, and you should allow ample time for the check-in procedures.

Webcast replay of the Annual Meeting will be available until the sooner of May 20, 2027 or the date of the 2027 Annual Meeting of Shareholders.

Technical Assistance for the Virtual Access to the Annual Meeting

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting website. If you encounter any difficulties accessing the Annual Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

Voting Shares That You Hold in Brokerage or Similar Accounts

Many shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If you hold your shares in one of these ways, you are considered a beneficial owner, not a record owner, and you therefore have no direct vote on any matter to come before the Annual Meeting. Your broker, bank or nominee will send you voting instructions for you to use in directing the broker, bank or nominee in how to vote your shares. Your broker, bank or nominee may allow you to deliver your voting instructions via the telephone or the Internet.

A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote the shares on a proposal because the broker, bank or other nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. Brokers, banks or other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a broker, bank or other nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the


2		TransMedics Group, Inc. 2026 Proxy Statement

Proxy Statement Summary

Securities and Exchange Commission (“SEC”), we expect that the proposal on ratification of the appointment of our independent registered public accounting firm (Proposal 4) will be a routine matter and that the election of each nominee for director (Proposal 1), the proposal on an advisory vote on executive compensation (Proposal 2), and the proposal on the vote to amend the 2019 Plan (Proposal 3) will be non-routine matters. Accordingly, if you hold your shares through a broker, bank or other nominee and you do not timely provide your broker, bank or other nominee with specific instructions on how to vote your shares, your broker, bank or other nominee would not be authorized to cast a vote on your behalf on Proposal 1 (election of each nominee for director), Proposal 2 (advisory vote on executive compensation) or Proposal 3 (amendment to the 2019 Plan), but would be authorized to cast a vote on your behalf, in its discretion, on Proposal 4 (ratification of the appointment of PricewaterhouseCoopers LLP). In such cases, a “broker non-vote” may be entered with respect to your shares on Proposal 1, Proposal 2 and Proposal 3 to reflect that your broker was present with respect to your shares at the meeting but was not exercising voting rights on your behalf with respect to those shares. Broker non-votes and abstentions will have no effect on the outcome of each proposal. Brokers, banks and other nominees generally have discretionary authority to vote on the ratification of the appointment of an independent registered public accounting firm (Proposal 4); thus, we do not expect any broker non-votes on this matter.

Your Voting Options on Each of the Proposals

You may vote “for”, “against” or “abstain” with respect to the election of each nominee for director (Proposal 1).

You may vote “for,” “against” or “abstain” with respect to the proposal on the compensation of our named executive officers (Proposal 2).

You may vote “for,” “against” or “abstain” with respect to the proposal on the amendment to the 2019 Plan (Proposal 3).

You may vote “for,” “against” or “abstain” with respect to the proposal on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 4).

If any other matter is presented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder named in the proxy card in accordance with his or her best judgment. At the time this Proxy Statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this Proxy Statement.

Our Board’s Voting Recommendations

Our Board recommends that you vote:

•

FOR the election as director of each of the eight (8) individuals named as its nominees in this Proxy Statement (Proposal 1);

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FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers (Proposal 2);

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FOR the approval of the amendment to the 2019 Plan (Proposal 3); and

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FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 4).

If any other matter is properly brought before the Annual Meeting, the Company — through the individual named in the proxy and acting as the “proxy holder,” or his or her designee, and pursuant to the blanket authorization granted under the proxy — will vote your shares on that matter in accordance with the discretion and judgment of the proxy holder.

It is very important that your shares be represented and voted whether or not you plan to attend the Annual Meeting.

Required Votes to Approve Each Proposal

As a shareholder, you are entitled to cast one vote per share for each of the eight (8) nominees for election as directors at the Annual Meeting, but you may not cumulate your votes (in other words, you may not cast votes representing eight times


		TransMedics Group, Inc. 2026 Proxy Statement		3

Proxy Statement Summary

the number of your shares entitled to vote in favor of a single nominee). A majority of the votes properly cast for election of a director will effect such election. However, in the event that shareholders are to select among several alternative nominees in an election of directors (such as when there are more nominees than directorships), directors will be elected from among the nominees based on those directors receiving the most “for” votes until all board seats are filled. A properly returned proxy indicating “abstain” with respect to the election of one or more directors will not be counted as a vote cast with respect to the director or directors indicated. “Broker non-votes” will not be counted as votes cast on the proposal and will have no effect on the election of directors.

A majority of the votes properly cast at the meeting will approve: (i) the proposal to amend the 2019 Plan, (ii) the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and (iii) all other matters that arise at the Annual Meeting.

Please note, however, that because the vote on the ratification of PricewaterhouseCoopers LLP is a non-binding advisory vote, the results of such vote will not be binding upon our Board or its committees.

No vote is required for approval of the compensation of our named executive officers, as this is a non-binding advisory vote. Our Board and its committees value the opinions of our shareholders and will consider the result of this vote in making future decisions relating to executive compensation arrangements.

Quorum

Massachusetts law provides that any shareholder action at a meeting requires that a quorum exist with respect to that meeting. Once a share is represented for any purpose at a meeting, it is deemed by Massachusetts law to be present for quorum purposes for the remainder of the meeting and (unless the shareholder attends solely to object to lack of notice, defective notice or the conduct of the meeting on other grounds, or a new record date is or must be set for any such adjournment) any adjournment of that meeting.

A majority of the shares of common stock entitled to vote at the Annual Meeting, present by remote communication at the meeting or by proxy, will constitute a quorum for all purposes at the meeting. If a quorum should not be present, the Annual Meeting may be adjourned from time to time until a quorum is obtained.

Shares held of record by shareholders who (by remote communication at the meeting or by proxy) abstain from voting on any or all proposals (and shares represented by “broker non-votes,” described above under “Voting Shares That You Hold in Brokerage or Similar Accounts”) will be included in the number of shares present at the meeting for purposes of determining the presence of a quorum. However, abstentions and “broker non-votes” as to any proposal will not be considered to be votes that have been “cast” on that proposal and therefore will not affect the outcome of the vote on any proposals described by this Proxy Statement.

Voting on Possible Other Matters

We are not aware that any person intends to propose that any matter, other than the four numbered proposals specifically described by this Proxy Statement, be presented for consideration or action by our shareholders at the Annual Meeting. If any such other matter should properly come before the meeting, however, favorable action on such matter would generally require the votes cast favoring the matter exceeding the votes opposing the matter to constitute favorable action on the matter, unless our Articles of Organization or Bylaws or applicable law require otherwise. If you vote by proxy, you will be granting the proxy holder authority to vote your shares on any such other matter in accordance with his discretion and judgment.

Revocation of Proxies or Voting Instructions

A shareholder of record who has delivered a proxy card in response to this solicitation may revoke it before it is exercised at the Annual Meeting by executing and delivering a timely and valid later-dated proxy, by a timely and valid later Internet or telephone vote, by voting by remote communication at the meeting or by giving written notice to the Corporate Secretary. Attendance at the Annual Meeting online will not have the effect of revoking a proxy unless a shareholder gives


4		TransMedics Group, Inc. 2026 Proxy Statement

Proxy Statement Summary

proper written notice of revocation to the Corporate Secretary before the proxy is exercised or the shareholder votes by remote communication at the meeting. Beneficial owners who have directed their broker, bank or nominee as to how to vote their shares should contact their broker, bank or nominee for instructions as to how they may revoke or change those voting directions.

Solicitation of Proxies

Our Board is making this solicitation of proxies for the Annual Meeting. We will bear all costs of such solicitation, including the cost of preparing and distributing this Proxy Statement and the enclosed form of proxy and including the cost of hosting the virtual meeting. After the initial distribution of this Proxy Statement, proxies may be solicited by mail, telephone, or personally by directors, officers, employees or agents of the Company. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners, and we will pay their reasonable out-of-pocket expenses.


		TransMedics Group, Inc. 2026 Proxy Statement		5

Proposal 1 Election of Directors

Our Board currently consists of eight (8) directors. In accordance with the terms of our restated articles of organization (“Articles of Organization”) and second amended and restated bylaws (“Bylaws”), all of our directors serve for one-year terms and are elected annually. We are nominating the eight (8) current directors listed below for re-election. If re-elected, each of these eight (8) nominees will serve on our Board until the 2027 annual meeting of shareholders (“2027 Annual Meeting of Shareholders”), or until his or her successor is duly elected and qualified in accordance with our Articles of Organization and Bylaws, or his or her earlier death, resignation or removal.

Below is certain information concerning our Board’s nominees for election at the 2026 Annual Meeting. The biographies of each of the nominees below contain information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and our Board to determine that the person should be re-elected as a director of the Company.

Following the director biographies is information concerning our corporate governance structure, including descriptions of the standing committees of our Board, namely our Audit Committee (“Audit Committee”), Compensation Committee (“Compensation Committee”) and Nominating and Corporate Governance Committee (“Nominating and Corporate Governance Committee”). The directors serving on each committee are listed in the descriptions below. Our directors may also serve on other committees of our Board and the board of directors of the Company’s subsidiaries that are not required to be described by this Proxy Statement and which are therefore not identified in the information below.

Elsewhere in this Proxy Statement you will find information concerning the number of shares of our common stock that are beneficially owned by each of our directors (see “Security Ownership of Certain Beneficial Owners and Management”) and information regarding the compensation of our directors (see “Non-Employee Director Compensation”). We urge you to review all of this information when deciding how to vote on Proposal 1.

Our Board recommends that you vote FOR all eight (8) of the nominees named below.

The following persons have been nominated for election to our Board:


Name	Year First Elected as Director		Position

Waleed H. Hassanein, M.D.		1998	President and Chief Executive Officer; Director

James R. Tobin		2011	Director; Chairperson of the Board

Edward M. Basile		2016	Director; Chairperson of the Nominating and Corporate Governance Committee

Thomas J. Gunderson		2016	Director; Chairperson of the Compensation Committee

Edwin M. Kania, Jr.		2003	Director

Stephanie Lovell		2021	Director

Merilee Raines		2021	Director; Chairperson of the Audit Committee

David Weill, M.D.		2019	Director


6		TransMedics Group, Inc. 2026 Proxy Statement

Proposal 1 Election of Directors



Waleed H. Hassanein, M.D.		Director since: August 1998

Waleed H. Hassanein, M.D., age 57, our founder, has served as our President and Chief Executive Officer and as a member of our Board since August 1998. Prior to founding TransMedics, Inc., Dr. Hassanein completed a three-year cardiac surgery research fellowship at West Roxbury VA Medical Center and Brigham and Women’s Hospital, a Harvard Medical School affiliate. Prior to his research fellowship, Dr. Hassanein completed two years of general surgery residency at Georgetown University Medical Center. Dr. Hassanein received a M.D. degree from Georgetown University in 1993. Prior to transferring to Georgetown University, Dr. Hassanein attended Cairo University School of Medicine from 1985 to 1989, and holds a General Certificate of Education from the University of London. We believe that Dr. Hassanein is qualified to serve on our Board because of his extensive experience in the medical field and his extensive knowledge of our Company based on his role as founder and President and Chief Executive Officer.



James R. Tobin		Director since: July 2011

James R. Tobin, age 81, has served as Chairperson of our Board since July 2011. Mr. Tobin is the retired President and CEO of Boston Scientific Corporation, a medical device company, where he served from 1999 to 2009. Prior to Boston Scientific, Mr. Tobin was the President and CEO of Biogen Inc., and, from 1994 to 1997, its President and Chief Operating Officer. Before Biogen, Mr. Tobin spent 22 years with Baxter International Inc., rising from Financial Analyst to President and Chief Operating Officer. Mr. Tobin currently serves as a director of Globus Medical Inc., a public company, for which he serves as lead director, Lyra Therapeutics, a public company, and Xenter, Inc., a private company. Mr. Tobin has also previously served on the boards of Impulse Dynamics, from 2021 to 2023, and Oxford Immunotec, Inc., from 2014 to 2021, among others. Mr. Tobin received a Bachelor’s Degree from Harvard College and an MBA from Harvard Business School. Mr. Tobin also served as Lieutenant in the U.S. Navy. We believe that Mr. Tobin is qualified to serve on our Board because of his decades of experience as President and Chief Executive Officer or Chief Operating Officer of three large biotechnology and medical device companies.



Edward M. Basile		Director since: February 2016

Edward M. Basile, age 78, has served as a member of our Board since February 2016. He is currently retired. During his 25-year tenure with the law firm King & Spalding LLP, Mr. Basile served as Chair of the firm’s FDA and Life Sciences Practice and on the firm’s Policy and Compensation Committees. Mr. Basile’s law practice included representing large, medium and small medical device, pharmaceutical, and biotechnology companies before the U.S. Food and Drug Administration. Mr. Basile also served in the Chief Counsel’s Office of FDA as Associate Chief Counsel for Drugs & Biologics and Associate Chief Counsel for Enforcement from 1975 to 1985. Mr. Basile received a Bachelor’s Degree in mechanical engineering from Lafayette College and a J.D. from George Washington University Law School. We believe that Mr. Basile is qualified to serve on our Board because of his decades of experience representing medical device, pharmaceutical and biotechnology companies.


		TransMedics Group, Inc. 2026 Proxy Statement		7

Proposal 1 Election of Directors



Thomas J. Gunderson		Director since: August 2016

Thomas J. Gunderson, age 75, has served as a member of our Board since August 2016. Mr. Gunderson has served as Chair of the Board of Directors at the Minneapolis Heart Institute Foundation from 2015 to 2020 and 2024 to present, as Executive in Residence at the University of Minnesota’s Medical Industry Leadership Institute from 2016 to present, as a member of the Board of Directors of Merit Medical Systems, Inc. from 2017 to present, as a member of American Heart Association Science and Technology Accelerator Committee from 2015 to 2017 and as managing director and senior research analyst at Piper Jaffray (with a focus on medical technology companies) from 1992 to 2016. We believe that Mr. Gunderson is qualified to serve on our Board because of his more than 25 years of substantive experience in the medical device industry, his seasoned perspective on the challenges, trends and opportunities of publicly-traded medical device manufacturers, and understanding of our competitive position within its industry, as well as his strong background in financial and economic analysis and valuable insights regarding business development and acquisition opportunities.



Edwin M. Kania, Jr.		Director since: December 2003

Edwin M. Kania, Jr., age 68, has served as a member of our Board since December 2003. Mr. Kania is the managing partner of FarField Partners, a personal venture capital investment and advisory firm. Previously, Mr. Kania was co-founder of Flagship Pioneering and served as the firm’s initial chairman between 2001 and 2014, formally retiring in late 2018. He was also managing partner of the predecessor OneLiberty Funds that were an early lead investor in our Company. During Mr. Kania’s 40+ years in the venture capital industry, he has served on the boards of numerous privately and publicly held companies. Mr. Kania received a Bachelor’s Degree in physics from Dartmouth College and an MBA from Harvard Business School. We believe that Mr. Kania is qualified to serve on our Board because of his significant experience investing in and then serving as a board member of numerous life science companies, including several that have emerged as significant revenue businesses.



Stephanie Lovell		Director since: March 2021

Stephanie Lovell, age 66, has served as a member of our Board since March 2021. Ms. Lovell served as the Executive Vice President, Medicare and Chief Legal Officer for Blue Cross Blue Shield of Massachusetts, Inc. (“BCBSMA”) from July 2015 to December 2021. Ms. Lovell previously served as the Senior Vice President and General Counsel of BCBSMA from December 2011 to July 2015. Prior to BCBSMA, Ms. Lovell was the Senior Vice President of Administration and General Counsel for Boston Medical Center from March 2007 to December 2011. She also previously served as the First Assistant Attorney General in the Massachusetts Office of the Attorney General and as the Executive Director for the Massachusetts State Ethics Commission. Ms. Lovell currently serves as a director of Accompany Health, a private company, and Devoted Health Group, Inc., also a private company. Ms. Lovell previously served as a director of Cyclerion Therapeutics, Inc. and The Partnership Inc., each until her resignation in 2023. Ms. Lovell also served as a director of the New England Law Foundation and as a trustee of the Massachusetts Taxpayers Foundation, each until her resignation in 2021. She also is a member of the investment committee of Goodwill Industries of Massachusetts. Ms. Lovell received a Bachelor’s Degree in philosophy from Hamilton College and a J.D. from Boston University School of Law. We believe that Ms. Lovell is qualified to serve on our Board because of her experience in the healthcare payer and reimbursement markets, as well as government and regulatory affairs.


8		TransMedics Group, Inc. 2026 Proxy Statement

Proposal 1 Election of Directors



Merilee Raines		Director since: January 2021

Merilee Raines, age 70, has served as a member of our Board since January 2021. Ms. Raines served as Chief Financial Officer of IDEXX Laboratories, Inc. from October 2003 until her retirement in May 2013. Prior to becoming Chief Financial Officer, Ms. Raines held several management positions with IDEXX Laboratories, including Corporate Vice President of Finance, Vice President and Treasurer of Finance, Director of Finance, and Controller. IDEXX Laboratories develops, manufactures, and distributes diagnostic and information technology-based products and services primarily for companion animals, livestock, poultry, water quality and food safety, and human point of care diagnostics. Ms. Raines has served on the board of directors of Watts Water Technologies, Inc. since 2011, and serves on its audit committee and nominating and corporate governance committee. Ms. Raines has served on the board of directors of Ocular Therapeutics, Inc. since September 2021 and serves on its audit committee. Ms. Raines previously served on the board of directors of Benchmark Electronics, Inc., from 2018 until 2021. Ms. Raines has also served on the boards of directors of several private companies, including Excelitas Technologies Corporation since 2018 and previously Dead River Company from 2018 until 2021. Ms. Raines received a Bachelor’s Degree in mathematics from Bowdoin College and an MBA from the University of Chicago. We believe that Ms. Raines is qualified to serve on our Board because of her extensive financial expertise and experience as an executive and director of public companies.



David Weill, M.D.		Director since: April 2019

David Weill, M.D., age 62, has served as a member of our Board since April 2019. Dr Weill has served since 2016 as Principal of the Weill Consulting Group, a biomedical consulting group focusing on organ transplantation and lung disease. Dr. Weill has been involved in the transplant and advanced lung disease fields for over 20 years, directing clinical programs and providing care to those afflicted with significant lung diseases. Dr. Weill served as Director of the Lung and Heart-Lung Transplant Program at Stanford University Medical Center from 2005 until 2016 and is the former Director of the Stanford Center for Advanced Lung Diseases. Dr. Weill received a Bachelor of Arts Degree from Tulane University and a M.D. degree from Tulane University Medical School. He completed his Internship and Residency in Internal Medicine at Parkland Hospital, University of Texas Southwestern and his Fellowship in Pulmonary and Critical Care Medicine and Lung Transplantation at the University of Colorado at Denver and Health Sciences Center. We believe that Dr. Weill is qualified to serve on our Board because of his experience at a major medical research institute and his expertise in organ transplantation and pulmonary disease.

Board Leadership Structure

Our Board is currently led by its Chairperson, Mr. Tobin. Our Board recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the Company continues to grow. We separate the roles of Chief Executive Officer and Chairperson of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairperson provides guidance to the Chief Executive Officer and presides over meetings of the Board. We believe this separation of responsibilities provides a balanced approach to managing our Board and overseeing the Company.

Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.


		TransMedics Group, Inc. 2026 Proxy Statement		9

Proposal 1 Election of Directors

Director Independence

Our Board currently consists of eight (8) members. Our Board has determined that seven (7) of those members, Mr. Tobin, Mr. Basile, Mr. Gunderson, Mr. Kania, Ms. Lovell, Ms. Raines and Dr. Weill, are independent directors in accordance with the listing requirements of the Nasdaq Stock Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent and that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors. Under the rules of Nasdaq, a director will only qualify as “independent” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined by the applicable rules of Nasdaq and the Securities Exchange Act of 1934 (“Exchange Act”).

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of our directors, with the exception of Dr. Hassanein, is an “independent director” as defined under applicable rules of Nasdaq, including, in the case of all the members of our Audit Committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our Compensation Committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determination, our Board considered the relationships that each such non-employee director has with our Company and all other facts and circumstances that our Board deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Dr. Hassanein is not an independent director under these rules because he is our President and Chief Executive Officer.

Role of Board in Risk Oversight Process

Our Board is responsible for general oversight of risks and regular review of information regarding risks that we face, including credit risks, liquidity risks and operational risks. Our Board has an active role in overseeing the management of risks that we face, including through its committees.

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Our Audit Committee is responsible for overseeing the management of risks including credit risk, liquidity risk, operational risk, general financial risk, risks related to information security, cyber security, privacy and data protection and the Company’s risk assessment and risk management policies. The Audit Committee oversees the engagement of the Company’s independent registered public accounting firm as well as the Company’s internal audit function and financial reporting processes, including by meeting in executive session with representatives of our independent auditors and the head of our internal audit function. In addition, the Audit Committee and the Board are briefed periodically on cybersecurity risks and with respect to any potentially material cyber security incidents.

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Our Compensation Committee is responsible for overseeing the management of risks associated with our compensation policies and practices. The Compensation Committee reviews and establishes the Company’s overall compensation strategy and reviews and approves corporate goals and objectives relevant to the compensation of executive officers. In particular, the Compensation reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking, and it reviews and discusses at least annually the relationship between risk management policies and practices and compensation, and the Compensation Committee evaluates compensation policies and practices that could mitigate any such risk.

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Our Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with potential conflicts of interest and significant issues of corporate social responsibility. The Nominating and Corporate Governance Committee considers and reports to the Board any possible conflicts of interest of Board members, and reviews the Company’s policies and practices with respect to significant issues of corporate social responsibility.


10		TransMedics Group, Inc. 2026 Proxy Statement

Proposal 1 Election of Directors

Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks, including a report to our full Board from the chairperson of each committee following committee meetings. Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure.

Committees and Attendance

Our Board held four (4) meetings during 2025. During that time, no member of our Board attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which he or she was a director) and (ii) the total number of meetings held by all committees of our Board on which he or she served (held during the period that such director served).

In addition to regular meetings of our Board, the Company’s non-management directors meet in executive sessions without management participation.

Our Board has established three standing committees — Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee — each of which operates under a charter that has been approved by our Board. The charters for each committee are available under the Investors/Corporate Governance page on our website at www.transmedics.com.


		TransMedics Group, Inc. 2026 Proxy Statement		11

Proposal 1 Election of Directors



		Audit Committee Our Board has determined that each member of the Audit Committee satisfies the independence standards for audit committee purposes as that term is defined by the applicable rules of Nasdaq and the Exchange Act, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Board has also determined that each of Mr. Kania, Ms. Raines and Mr. Gunderson is an “audit committee financial expert,” as defined under Item 407 of Regulation S-K.						Meetings in 2025: 6 Members: Ms. Raines (Chair) Mr. Basile Mr. Gunderson Mr. Kania

The Audit Committee’s responsibilities include:

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appointing, approving the compensation of, and evaluating the qualifications, performance and independence of our independent registered public accounting firm;

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overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm, and pre-approving all audit and permitted non-audit services to be performed by our independent registered public accounting firm;

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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, including earnings releases;

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reviewing and discussing with management and our independent registered public accounting firm any material issues regarding accounting principles and financial statement presentations;

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coordinating our Board’s oversight of our internal control over financial reporting, disclosure controls and procedures, code of business conduct and ethics, procedures for complaints and legal and regulatory matters, and granting waivers of our code of business conduct and ethics;

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discussing our risk management policies with management;

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establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

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meeting independently with our independent registered public accounting firm and management;

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reviewing and approving any related person transactions;

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overseeing our guidelines and policies governing risk assessment and risk management;

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overseeing the integrity of our information technology systems, process and data;

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preparing the Audit Committee report required by SEC rules;

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reviewing and assessing, at least annually, the adequacy of the Audit Committee’s charter; and

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performing, at least annually, an evaluation of the performance of the Audit Committee.

All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee. During the fiscal year ended December 31, 2025, the Audit Committee met six (6) times. The report of the Audit Committee is included in this Proxy Statement under “Report of the Audit Committee.”


12		TransMedics Group, Inc. 2026 Proxy Statement

Proposal 1 Election of Directors



		Compensation Committee Our Board has determined that each member of the Compensation Committee satisfies the independence standards of the applicable rules of the Nasdaq Stock Market and Rule 10C-1 of the Exchange Act and are “non-employee directors” as defined in Section 16b-3 of the Exchange Act. The Compensation Committee may delegate any of the responsibilities of the full committee to subcommittees and may delegate such responsibilities of the full committee to executive officers of the Company and other persons as may be permitted by applicable laws, rules or regulations and in accordance with the listing standards set forth by Nasdaq.						Meetings in 2025: 5 Members: Mr. Gunderson (Chair) Ms. Lovell Ms. Raines Dr. Weill

Our Compensation Committee’s responsibilities include:

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assisting our Board in developing and reviewing potential candidates for executive positions;

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reviewing our overall compensation strategy, including base salary, incentive compensation and equity-based grants;

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reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and our other executive officers;

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recommending to our Board the compensation of our chief executive officer and other executive officers;

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reviewing and making recommendations to the Board with respect to director compensation;

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overseeing and administering our cash and equity incentive plans;

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administer the Company’s recoupment of incentive compensation policies and make recommendations to the Board about amendments to such policies and the adoption of any new policies;

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reviewing, considering and selecting, to the extent determined to be advisable, a peer group of appropriate companies for purposing of benchmarking and analysis of compensation for our executive officers and directors;

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reviewing and approving all employment contracts and other compensation, severance and change-in-control arrangements for our executive officers;

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recommending to our Board any stock ownership guidelines for our executive officers and non-employee directors;

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retaining, appointing or obtaining advice of a compensation consultant, legal counsel or other advisor, and determining the compensation and independence of such consultant or advisor;

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preparing, if required, the compensation committee report on executive compensation for inclusion in our annual proxy statement in accordance with the proxy rules, including reviewing and discussing with management the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K and, based on such review and discussion, recommending to the Board its inclusion in our annual proxy statement;

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monitoring our compliance with the requirements of Sarbanes-Oxley relating to loans to directors and officers;

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overseeing our compliance with applicable SEC rules regarding shareholder approval of certain executive compensation matters;

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reviewing the risks associated with our compensation policies and practices;

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reviewing and assessing, at least annually, the adequacy of the Compensation Committee’s charter; and

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performing, on an annual basis, an evaluation of the performance of the Compensation Committee.

During the fiscal year ended December 31, 2025, the Compensation Committee met five (5) times.


		TransMedics Group, Inc. 2026 Proxy Statement		13

Proposal 1 Election of Directors

Compensation Consultant

The Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant.

As the Compensation Committee’s independent compensation consultant, Pearl Meyer provides, analysis and recommendations to the Compensation Committee regarding:

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trends and emerging topics with respect to executive compensation;

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peer group selection for executive compensation comparisons;

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compensation programs for executives, directors, and our employees generally; and

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stock utilization and related metrics.

When requested, Pearl Meyer consultants attend meetings of the Compensation Committee, including executive sessions in which executive compensation-related matters are discussed without the presence of management. Pearl Meyer at all times reported to the Compensation Committee and not to management, although Pearl Meyer met with management for purposes of gathering information for its analyses and recommendations.

In determining to engage Pearl Meyer, the Compensation Committee considered the independence of Pearl Meyer, taking into consideration relevant factors, including the absence of other services provided to the Company by Pearl Meyer, as applicable, the amount of fees the Company paid to Pearl Meyer, as applicable, as a percentage of their total revenue, the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Pearl Meyer with any executive officer of the Company, any business or personal relationship the individual compensation advisors employed by Pearl Meyer have with any member of the Compensation Committee, and any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by them. The Compensation Committee has determined, based on its analysis and in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisors employed by them as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pearl Meyer is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.


14		TransMedics Group, Inc. 2026 Proxy Statement

Proposal 1 Election of Directors



		Nominating and Corporate Governance Committee Our Board has determined that each member of the Nominating and Corporate Governance Committee satisfies the independence standards of the applicable rules of the Nasdaq Stock Market.						Meetings in 2025: 4 Members: Mr. Basile (Chair) Ms. Lovell Mr. Tobin Dr. Weill

Our Nominating and Corporate Governance Committee’s responsibilities include:

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identifying individuals qualified to become members of our Board consistent with criteria approved by the Board and receiving nominations for such qualified individuals;

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recommending to our Board the persons to be nominated for election as directors and to each committee of the Board;

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establishing a policy under which our shareholders may recommend a candidate to the Nominating and Corporate Governance Committee for consideration for nomination as a director;

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reviewing and recommending committee slates on an annual basis;

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recommending to our Board qualified candidates to fill vacancies on our Board;

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developing and recommending to our Board a set of corporate governance principals applicable to us and reviewing the principles on at least an annual basis;

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reviewing and making recommendations to our Board with respect to our board leadership structure and board committee structure;

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reviewing, in concert with our Board, our policies and practices with respect to significant issues of corporate social responsibility (including diversity and inclusion

and community involvement) and environmental sustainability and periodically review the Company’s public disclosures with respect to such matters;

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making recommendations to our Board processes for annual evaluations of the performance of our Board, our chief executive officer and committees of our Board;

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overseeing the process for annual evaluations of our Board, chief executive officer and committees of our Board and certifying that performance of our chief executive officer and other members of executive management is being properly evaluated;

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considering and reporting to our Board any questions of possible conflicts of interest of members of our Board;

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providing new director orientation and continuing education for existing directors on a periodic basis;

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overseeing the maintenance and presentation to our Board of management’s plans for succession to senior management positions in the Company;

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reviewing and assessing, at least annually, the adequacy of the Nominating and Corporate Governance Committee’s charter; and

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performing, on an annual basis, an evaluation of the performance of the Nominating and Corporate Governance Committee.

During the fiscal year ended December 31, 2025, the Nominating and Corporate Governance Committee met four (4) times.

Global Code of Business Conduct and Ethics

We have adopted a written Global Code of Business Conduct and Ethics (“Code of Conduct”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Conduct is available under the Investors/Corporate Governance page of our website, www.transmedics.com. In addition, we will post on our website all other disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct.


		TransMedics Group, Inc. 2026 Proxy Statement		15

Proposal 1 Election of Directors

Our Corporate Governance guidelines are available under the Investors/Corporate Governance page of our website, www.transmedics.com.

Director Nomination Process and Board Diversity

In selecting new Board members, our Nominating and Corporate Governance Committee gives weight to diversity, including diversity of professional experience, geography, and educational background. Our Nominating and Corporate Governance Committee does not have a policy (formal or informal) with respect to diversity, but the Committee takes into consideration each candidate’s ability, judgment and experience and the overall diversity and composition of our Board when recommending director nominees. We value the many kinds of diversity reflected in our director nominees.

Diversity is an important consideration in our director nomination process, and our Board believes that a board reflecting broad diversity contributes substantially to the oversight, advice and guidance it provides to the Company. Of our eight directors, two are female, resulting in our Board being 25% gender diverse. These two female directors, one of whom is Chairperson of our Audit Committee, have made substantial contributions to the workings of our Board. While diversity continues to be an important consideration in our director nomination process, the Board does not believe it is a strategic imperative to add another gender diverse director or any director to our Board at this time.

Our Board has nominated Edward Basile, the Chairperson of our Nominating and Corporate Governance Committee, as a director again this year. See Proposal No. 1 Election of Directors. The Board recommends the Company’s stockholders vote “FOR” the re-election of Mr. Basile.

The Nominating and Corporate Governance Committee has adopted a written policy regarding director nominations by shareholders, and the Nominating and Corporate Governance Committee will consider candidates recommended by a shareholder if made in accordance with our policy. Such nomination information should be submitted in writing to: TransMedics Group, Inc., 200 Minuteman Road, Suite 302, Andover, MA 01810, Attention: Corporate Secretary. Such nomination should provide the following information with respect to any director candidates: (i) all information relating to such candidate that would be required to be disclosed in solicitations of proxies for the election of such candidate as a director pursuant to Regulation 14A under the Exchange Act, (ii) such candidate’s written consent to be named as a nominee in the Company’s proxy statement, proxy card, or ballot, if the Board approves such inclusion, and to serve as a director if elected, (iii) a description of all direct and indirect compensation, reimbursement, indemnification and other material arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such shareholder and any Shareholder Associated Person (as defined in the Company’s Bylaws), on the one hand, and the candidate, and his or her respective affili

SEC Form DEF 14A filed by TransMedics Group Inc.