Business Context and Reporting Period
This Form 8-K Current Report was filed by Tandem Diabetes Care, Inc. on November 7, 2025. The report discloses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on personnel appointments and associated compensation arrangements.
Material Changes
The primary material change reported is the expansion of the Board of Directors:
- Board Size: Increased from eight to nine directors.
- New Appointment: Sandra Beaver, age 48, was appointed as a director with a term expiring at the 2026 Annual Meeting of Stockholders.
- Committee Assignments: Ms. Beaver was appointed to the Audit Committee and the Cybersecurity and Data Privacy Committee.
Compensation and Governance Details
Under the Company's Non-Employee Director Compensation Policy, the following compensation structure applies to Ms. Beaver:
- Initial Grant: 20,242 restricted stock units (RSUs) valued at $300,000, vesting in three equal annual installments.
- Annual Retainers:
- Board Service: $60,000
- Audit Committee Service: $11,000
- Cybersecurity and Data Privacy Committee Service: $6,000
- Future Annual Awards: Eligible for an annual RSU award with an aggregate value of approximately $180,000.
The Company will execute a standard director and officer indemnity agreement with Ms. Beaver.
Investor Verification Checklist
- Verify the current stock price to assess the actual share count for future annual RSU awards valued at $180,000.
- Review the full text of the Non-Employee Director Compensation Policy referenced in the filing.
- Confirm the composition of the Audit and Cybersecurity committees following this appointment.
- Check for any related press releases (Exhibit 99.1) for additional context on the appointment rationale.