NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Onon May 24, 2017
25, 2021
25, 2021
Dear Stockholder:
The Annual Meeting of Stockholders of Senseonics Holdings, Inc., or the Company,a Delaware corporation (the “Company”), will be held on Tuesday, May 25, 2021 at the Courtyard Marriott Gaithersburg Washington Center, 204 Boardwalk Place, Gaithersburg, Maryland 20878, on Wednesday, May 24, 2017 at 9:10:00 a.m. local time forEastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the following purposes:
- meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting
1.
To elect the twothree nominees of the Board of Directors, Timothy T. GoodnowSteven Edelman, M.D., Edward Fiorentino, and M. James Barrett,Anthony Raab, to the Board of Directors to hold office until the 20202024 Annual Meeting of Stockholders.
2.
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this Notice.
3.
2.
To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm, or auditors, for the fiscal year ending December 31, 2017.2021.
4.
3.
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the Proxy Statementproxy statement accompanying this Notice. All stockholders are invited to attend the meeting in person.online. The record date for the Annual Meeting is April 10, 2017.5, 2021. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the meeting or any adjournment thereof.
![[MISSING IMAGE: sg_nicktressler-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-049756/sg_nicktressler-bw.jpg)
April 14, 2017
•To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
| | | Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on May 25, 2021 at 10:00 a.m. EDT at www.meetingcenter.io/287313941. | | |
| | | The proxy statement and annual report to stockholders are available at www.envisonreports.com/sens. | | |
By Order of the Board of Directors,
Nick B. Tressler
Secretary
Secretary
Germantown, Maryland
April 13, 2021
April 13, 2021
| | | You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote by one of following methods as promptly as possible in order to ensure your representation at the meeting: 1) over the internet at www.envisionreports.com/sens, 2) by telephone by calling the toll-free number 1-800-652-VOTE, or 3) by completing, dating, signing and returning the enclosed proxy card in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote online at the meeting, you must obtain a proxy issued in your name from that record holder. | |
|  | ||
Germantown, Maryland
We are primarily providing access to our proxy materials over the internet pursuant to the Securities and Exchange Commission's notice and access rules. On or about April 14, 2017, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials that will indicate how to access our 2017 Proxy Statement and 2016 Annual Report on the internet and will include instructions on how you can receive a paper copy of the Annual Meeting materials, including the Notice of Annual Meeting, proxy statement and proxy card.
Whether or not you expect to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on your Notice or, if you elected to receive printed proxy materials by mail, your proxy card, to vote by one of the following methods: 1) over the internet at www.envisionreports.com/sens, 2) by telephone by calling the toll-free number 1-800-652-8683, or 3) if you elected to receive printed proxy materials by mail, by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
SENSEONICS HOLDINGS, INC.
20451 Seneca Meadows Parkway
Germantown, Maryland 20876-7005
Germantown, Maryland 20876-7005
PROXY STATEMENT
FOR THE20172021 ANNUAL MEETING OF STOCKHOLDERS
FOR THE
To Bebe Held on May 24, 201725, 2021
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why didam I receive a notice regarding the availability of proxy materials on the internet?receiving these materials?
Pursuant to rules adopted by the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we
We have sent you a Notice of Internet Availability of Proxy Materials, orthese proxy materials because the Notice, because our Board of Directors of Senseonics Holdings, Inc. (the “Board of Directors”) is soliciting your proxy to vote at the 20172021 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. All stockholders will haveYou are invited to attend the abilityAnnual Meeting to access the proxy materialsvote on the website referredproposals described in this proxy statement. However, you do not need to inattend the Noticemeeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or requestfollow the instructions below to receive a printed set of thesubmit your proxy materials. Instructions on how to access the proxy materials over the internettelephone or to request a printed copy may be found inthrough the Notice.
internet.
We intend to mail the Noticethese proxy materials on or about April 14, 201713, 2021 to all stockholders of record entitled to vote at the Annual Meeting.
How do I attend the Annual Meeting?
The meeting will be held on Wednesday,Tuesday, May 24, 201725, 2021 at 9:10:00 a.m. local timeEastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting www.meetingcenter.io/287313941 and entering your 16-digit control number which is included in these proxy materials. The virtual meeting platform is fully supported across browsers and devices running the most updated versions of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting.
We recommend that you log in a few minutes before the Annual Meeting on May 25, 2021 to ensure you are logged in when the meeting starts. Online check-in will begin at 9:55 a.m. Eastern Time.
Why is the Courtyard Marriott Gaithersburg Washington Center, 204 Boardwalk Place, Gaithersburg, Maryland 20878. Annual Meeting a virtual, online meeting?
We have decided to hold a virtual meeting due to developments related to COVID-19. We also believe holding a virtual meeting improves stockholder access, encourages greater global participation, lowers costs compared to an in-person event, and aligns with our broader sustainability goals. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
Information on how to vote in person atonline during the Annual Meeting is discussed below.
Can I ask questions at the Annual Meeting?
Only stockholders of record as of the record date for the Annual Meeting and their proxy holders may submit questions or comments.
If you would like to submit a question, you may do so by joining the virtual Annual Meeting at www.meetingcenter.io/287313941 and typing your question in the box in the Annual Meeting portal. To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, we ask that you limit your remarks to one brief question or comment that is relevant to the Annual Meeting or our business and that remarks are respectful of your fellow stockholders and meeting participants. Questions may be grouped by topic by our management with a representative question read aloud and answered. In addition, questions may be ruled as out of order if they are, among other things, irrelevant to
our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests. Questions can be submitted at the Annual Meeting through a question tab, and will be addressed in the Q&A portion of the Annual Meeting as time permits, or on the “Investors” page of our website as soon as is practical after the meeting.
What if I need technical assistance accessing or participating in the virtual Annual Meeting?
If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log in page. Technical support will be available starting at 8:30 a.m. Eastern Time on May 25, 2021.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on April 10, 20175, 2021 will be entitled to vote at the Annual Meeting. On this record date, there were 94,101,378427,914,984 shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on April 10, 20175, 2021 your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), or Computershare, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on April 10, 20175, 2021 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name"“street name” and the Notice isthese proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, sinceWhether or not you are notplan to attend the Annual Meeting via the Internet, we urge you to fill out and return a proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.
Will a list of stockholders entitled to vote at the Annual Meeting be available?
For the ten days prior to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder of record you may not vote your shares in personfor purposes germane to the Annual Meeting at our corporate headquarters during regular business hours. In addition, during the meeting unless you request and obtain a valid proxy from your broker or other agent.
Annual Meeting, that list of stockholders will be available for examination by any stockholder of record at www.meetingcenter.io/
287313941.What am I voting on?
There are twothree matters scheduled for a vote:
•
Proposal No. 1 — —Election of twothree directors; and
•
•
Proposal No. 2 — Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement; and
•
Proposal No. 3 —Ratification of selection by the Audit Committee of the Board of Directors of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2021.
2
What if another matter is properly brought before the meeting?
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
How do I vote?
You may either vote "For" both“For” all of the nominees to the Board of Directors or you may "Withhold"“Withhold” your vote for any nominee you specify. For the other mattermatters to be voted on, you may vote "For"“For” or "Against"“Against” or abstain from voting.
The procedures for voting are:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy in one of three ways: online, by telephone or using a proxy card that you may request. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in personduring the meeting even if you have already voted by proxy.
•
To vote online,through the Internet before the Annual Meeting, go to www.envisionreports.com/sens.sens to complete an electronic proxy card. Please have your enclosed proxy card in hand when you access the web site and then follow the instructions. If you choose to vote through the Internet before the Annual Meeting, your vote must be received by 11:59 p.m. Eastern time on May 24, 2021 to be counted.
•
You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. The Annual Meeting can be accessed by visiting www.meetingcenter.io/287313941 and entering your 16-digit control number which is included in the enclosed proxy card. Please have your proxy card in hand when you access the website and then follow the instructions.
•
To vote over the telephone, dial toll-free 1-800-652-VOTE. You will be asked to provide the Company number and control number from the Notice.enclosed proxy card. Your vote must be received by 11:59 p.m. Eastern Time on May 23, 201724, 2021 to be counted.
•
•To vote over the telephone, dial toll-free 1-800-652-8683. You will be asked to provide the Company number and control number from the Notice. Your vote must be received by 11:59 p.m. Eastern Time on May 23, 2017 to be counted.
•
To vote using the proxy card, simplypromptly complete sign and date the proxy card that you may request and return it promptlyyour enclosed signed proxy card in the envelope provided. If you returnYou should mail your signed proxy card sufficiently in advance for it to us before the Annual Meeting, we will vote your shares as you direct.be received by May 24, 2021.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructionsinstruction form with these proxy materials from that organization rather than from us. Please followcomplete and mail the voting instructions in the Noticeinstruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote in persononline at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Followplease follow the instructions from your brokerwww.meetingcenter.io/287313941. You will need the 16-digit control number, which is included in these proxy materials. Whether or bank included withnot you plan to attend the proxy materials, or contact your broker or bank to request a proxy form.
Internet proxy voting may be provided to allowmeeting, we urge you to vote your shares online, with procedures designedby proxy to ensure your vote is counted. You may still attend the authenticityAnnual Meeting and correctness of your proxy vote instructions. However, please be aware thatonline even if you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.have already voted by proxy.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of April 10, 2017.
5, 2021.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the Annual Meeting, your shares will not be voted.
3
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange or the NYSE,(“NYSE”) deems the particular proposal to be a "routine"“routine” matter. Brokers and nominees can use their discretion to vote "uninstructed"“uninstructed” shares with respect to matters that are considered to be "routine,"“routine,” but not with respect to "non-routine"“non-routine” matters. Under the rules and interpretations of the NYSE, "non-routine"“non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal No. 1 or Proposal No. 2, but your broker may vote your shares on Proposal No. 23 even in the absence of your instruction.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, "For"“For” the election of bothall three nominees for director, “For” the advisory approval of named executive officer compensation and "For"“For” the ratification of Ernst & Young LLP as independent auditors for the year ending December 31, 2017.2021. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?set of proxy materials?
If you receive more than one Notice,set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Noticesproxy cards in the proxy materials to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
•
You may submit another properly completed proxy card with a later date.
•
•
You may grant a subsequent proxy by telephone or through the internet.
•
•
You may send a timely written notice that you are revoking your proxy to Senseonics Holdings, Inc., Attn: Corporate Secretary, 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005.
•
•
You may attend the Annual Meeting and vote in person.online. Simply attending the meeting will not, by itself, revoke your proxy.
•
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
bank or vote online at the Annual Meeting.
4
When are stockholder proposals and director nominations due for next year'syear’s Annual Meeting?
To be considered for inclusion in next year'syear’s proxy materials, your proposal must be submitted in writing by December 15, 201714, 2021 to our Corporate Secretary at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005. If you wish to nominate an individual for election at, or bring business other than through a stockholder proposal before, the 20182021 Annual Meeting, you must deliver your notice to our Corporate Secretary at the address above between January 24, 201825, 2021 and February 23, 2018.24, 2021. Your notice to the Corporate Secretary must set forth information specified in our bylaws, including your name and address and the class and number of shares of our stock that you beneficially own.
If you propose to bring business before an annual meeting other than a director nomination, your notice must also include, as to each matter proposed, the following: 1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting that business at the annual meeting and 2) any material interest you have in that business. If you propose to nominate an individual for election as a director, your notice must also include, as to each person you propose to nominate for election as a director, the following: 1) the name, age, business address and residence address of the person, 2) the principal occupation or employment of the person, 3) the class and number of shares of our stock that are owned of record and beneficially owned by the person, 4) the date or dates on which the shares were acquired and the investment intent of the acquisition and 5) any other information concerning the person as would be required to be disclosed in a proxy statement soliciting proxies for the election of that person as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the Securities Exchange Act of 1934, as amended or the Exchange Act,(the “Exchange Act”), and the rules and regulations promulgated under the Exchange Act, including the person'sperson’s written consent to being named as a nominee and to serving as a director if elected. We may require any proposed nominee to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as an independent director or that could be material to a reasonable stockholder'sstockholder’s understanding of the independence, or lack of independence, of the proposed nominee.
For more information, and for more detailed requirements, please refer to our Amended and Restated Bylaws, filed as Exhibit 3.2 to our Current Report on Form 8-K, filed with the SEC on March 23, 2016.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes "For," "Withhold" and broker non-votes and, with respect to the proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, votes "For," "Against" and abstentions. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.
What are "broker non-votes"“broker non-votes”?
As discussed above, when a beneficial owner of shares held in "street name"“street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be "non-routine,"“non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as "broker“broker non-votes."
”
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent or vote online at the Annual Meeting.
How many votes are needed to approve each proposal?
For
The following table summarizes the electionminimum vote needed to approve each proposal and the effect of directors,abstentions and broker non-votes. Votes will be counted by the two nominees receivinginspector of elections appointed for the most "For" votes from the holders of shares present in personAnnual Meeting.
5
| | Proposal Number | | | Proposal Description | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non-Votes | |
| | 1 | | | Election of Directors | | | Three nominees receiving the most “For” votes; withheld votes will have no effect | | | Not applicable | | | No effect | |
| | 2 | | | Advisory approval of the compensation of our named executive officers | | | “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter | | | Against | | | No effect | |
| | 3 | | | Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2021 | | | “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter | | | Against | | | Not applicable(1) | |
(1)
This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on the election of directors will be elected. Only votes "For" or "Withheld" will affect the outcome.
To be approved, Proposal No. 2, ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, must receive "For" votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. If you mark your proxy to "Abstain" from voting, it will have the same effect as an "Against" vote. Broker non-votes will have no effect.
this proposal.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum is present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting in person or represented by proxy. On the record date, there were 94,101,378427,914,984 shares outstanding and entitled to vote. Thus, the holders of 47,050,689213,957,493 shares must be present in person or represented by proxy at the Annual Meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairman of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect8-K.
What proxy materials are available on the internet?
The proxy statement and annual report to file within four business days after the Annual Meeting. If final voting resultsstockholders are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.at www.envisionreports.com/sens.
ELECTION OF DIRECTORS
Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director'sdirector’s successor is duly elected and qualified.
The Board of Directors presently has eightten (10) members. There are twofour Class II directors in the class whose termterms of office expiresexpire in 2017. 2021: Steven Edelman, Edward J. Fiorentino, Peter Justin Klein, M.D., J.D. and Anthony Raab. Mr. Klein’s service as a member of the Board of Directors will end effective as of the Annual Meeting and he is not standing for re-election. As a result, we intend to reduce the size of the Board of Directors from ten (10) to nine (9), effective as of the Annual Meeting.
Each of the nominees listed below, except for Mr. Raab, is currently a director who was previously elected by the stockholders. On September 30, 2020, the Board of Directors appointed Mr. Raab to serve as a Class II director until his term expired at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 20202024 Annual Meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director'sdirector’s death, resignation or removal. It is our policy to invite and encourage directors and nominees for director to attend the Annual Meeting. We elected directors by written consent of our stockholders during 2016 and therefore did not hold an Annual Meeting.
Directors are elected by a plurality of the votes of the holders of shares present in personat the Annual Meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the twothree nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the twothree nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee may instead be voted for the election of a substitute nominee proposed by our Board of Directors. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve.
The Nominating and Corporate Governance Committee of our Board of Directors seeks to assemble a board that, as a whole, has diverse viewpoints and experiences and possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the overall composition of the Board of Directors, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors.
The biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director. However, each member of the committee may have a variety of reasons why he believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.
CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 20202024 ANNUAL MEETING
Dr. Goodnow was elected as one of our directors and was appointed as our President and Chief Executive Officer in December 2015. From December 2010 to December 2015, Dr. Goodnow served on the Board of Directors of Senseonics, Incorporated and he served as the President and Chief Executive Officer of Senseonics, Incorporated from March 2011 to December 2015. Dr. Goodnow served as Vice President, Technical Operations of Abbott Diabetes Care, a healthcare company, from 2000 to February 2011. Prior to that, he held positions at TheraSense, Verax Biomedical, Inc. and Dade Behring and Baxter Healthcare. Dr. Goodnow received his Ph.D. and B.S. in chemistry from The University of
Miami. Our Board of Directors believes that Dr. Goodnow's experience as our President and Chief Executive Officer, his background in medical device development and his knowledge of the diabetes industry qualify him to serve as a director of our company.
M. James Barrett, Ph.D., age 74
Dr. Barrett was elected to our Board of Directors in December 2015. Dr. Barrett founded Senseonics, Incorporated and served as a member of the Board of Directors of Senseonics, Incorporated from November 1996 to December 2015. He served as the Chief Executive Officer of Senseonics, Incorporated from 1997 to 2001. He currently serves as a General Partner of New Enterprise Associates, or NEA, a venture capital firm, where he specializes in biotechnology and works with members of NEA's healthcare investment group on medical devices, healthcare information systems and healthcare services companies. Prior to joining NEA and Senseonics, Incorporated, he led three NEA-funded companies, serving from 1987 to 1995 as Chairman and Chief Executive Officer at Genetic Therapy, Inc. and from 1982 to 1987 as President and Chief Executive Officer at Life Technologies, Inc. and its predecessor, Bethesda Research Laboratories, Inc. Previously, Dr. Barrett worked at SmithKline Beecham Corporation, where he held a variety of positions, including President of its In Vitro Diagnostic Division and President of SmithKline Clinical Laboratories. He currently serves on the boards of directors of the publicly-held life sciences companies GlycoMimetics, Inc., Clovis Oncology, Inc., Proteostasis Therapeutics, Inc. and Roka Bioscience, Inc. In the past five years, he has served on the boards of directors of the publicly traded companies Amicus Therapeutics, Inc., Inhibitex, Inc. (acquired by Bristol-Myers Squibb Co.), Loxo Oncology, Inc., Supernus Pharmaceuticals, Inc., Targacept, Inc. and Zosano Pharma Corporation. Dr. Barrett received his Ph.D. in biochemistry from the University of Tennessee, his M.B.A. from the University of Santa Clara and his B.S. from Boston College. Our Board of Directors believes that Dr. Barrett's experience overseeing NEA's investments in biotechnology, serving as a member of the Board of Directors of other public companies, prior senior management experience, including as President and Chief Executive Officer of biopharmaceutical companies, and his strong capital markets experience qualify him to serve as a director of our company.
THE BOARD OF DIRECTORS RECOMMENDSA VOTE "FOR" EACH NAMED NOMINEE.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2018 ANNUAL MEETING
Steven Edelman, M.D..M.D., , age 6165
Dr. Edelman was elected to our Board of Directors in September 2016. Dr. Edelman has served as a Professor of Medicine in the Division of Endocrinology, Diabetes & Metabolism at the University of California, San Diego and the Veterans Affairs Healthcare System of San Diego since 2001. He also currently serves as a director of Taking Control of Your Diabetes, a non-profit organization promoting patient education, motivation and self-advocacy that he founded in 1995, and the Diabetes Care Clinic VA Medical Center. Dr. Edelman received his B.A. and his M.S. in Biology from the University of California, Los
7
Angeles and his M.D. from the University of California, Davis. Our Board of Directors believes that Dr. Edelman'sEdelman’s substantial diabetes industry experience qualifies him to serve as a director of our company.
Company.
Edward J. Fiorentino,, age 5862
Mr. Fiorentino was elected to our Board of Directors in December 2015. Mr. Fiorentino served on the Senseonics, Incorporated Board of Directors from March 2012 to December 2015. Since March 2016, Mr. Fiorentino has served as Chairman and Chief Executive Officer of TerSera Therapeutics, a specialty pharmaceutical company. Previously, from AugustFrom 2013 to January 2016, Mr. Fiorentino has
served as Chairman and Chief Executive Officer of Crealta Pharmaceuticals, a specialty pharmaceutical company. From March 2009 to June 2013, he was the Chief Executive Officer of Actient Pharmaceuticals. Prior to Actient, Mr. Fiorentino served in various positions at Abbott Laboratories, including Corporate Vice President of Pharmaceutical Commercial Operations, for more than 20 years. He also previously served as Senior Vice President and President of Abbott Diabetes Care and was Executive Vice President of TAP Pharmaceuticals. Mr. Fiorentino began his career with Bristol-Myers. Mr. Fiorentino received his B.S. in Business Administration from the State University of New York and his M.B.A. from Syracuse University. Our Board of Directors believes that Mr. Fiorentino'sFiorentino’s substantial healthcare and pharmaceutical experience qualifies him to serve as a director of our company.
Company.
Anthony Raab,age 40
Mr. Raab was appointed to our Board of Directors in October 2020. Mr. Raab is a co-founder of Masters Special Situations, LLC (“Masters”), and has served as a Senior Analyst at Masters Capital Management since 2015. He received his B.A. in economics with a certificate in markets and management from Duke University in 2003. Our Board of Directors believes that Mr. Raab’s healthcare investment experience and investment expertise qualify him to serve as a director of our Company. Mr. Raab is serving pursuant to a contractual right in favor of Masters to designate one individual to serve on the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH NAMED NOMINEE.
A VOTE “FOR” EACH NAMED NOMINEE.
CLASS II DIRECTOR WHOSE TERM EXPIRES AT THE 2024 ANNUAL MEETING AND WILL NOT CONTINUE AS DIRECTOR
Peter Justin Klein, M.D., J.D., who has served as a member of our Board since December 2015, is not standing for reelection at the Annual Meeting. The Board of Directors thanks Mr. Klein for his more than eight years of service and significant contributions to our Company and wishes him well in his future endeavors.
Peter Justin Klein, M.D., J.D.,age 3943
Dr. Klein was elected to our Board of Directors in December 2015. Dr. Klein served on the Senseonics, Incorporated Board of Directors from September 2013 to December 2015. Since December 2018, Dr. Klein has served as a Managing Director at Vensana Capital Management, LLC. Dr. Klein currently serves as a director of PhaseBio Pharmaceuticals, Inc. and several private life sciences companies. From 2012 to December 2018, Dr. Klein served as a Partner at NEA since 2006.NEA. Prior to joining NEA, Dr. Klein worked for the Duke University Health System. Dr. Klein currently serves as a director of several private life sciences companies. Dr. Klein received his A.B., B.S. and M.D. from Duke University and his J.D. from Harvard Law School. Our Board of Directors believes that Dr. Klein'sKlein’s significant legal and medical expertise in healthcare and his services as a venture capital investor and director of multiple biotechnology and medical device companies qualify him to serve as a director of our company.
Company.
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 20192022 ANNUAL MEETING
Stephen P. DeFalco,, age 5660
Mr. DeFalco was elected as a director and our chairman in December 2015. Mr. DeFalco served as chairman of the Senseonics, Incorporated Boardboard of Directorsdirectors from June 2010 to December 2015 and served as Senseonics, Incorporated'sIncorporated’s interim Chief Executive Officer from 2010 to March 2011. Since October 2011,In August 2019, Mr. DeFalco has
8
became the Chairman and Chief Executive Officer of Creation Technologies. From April 2018 to August 2019, Mr. DeFalco was a partner at Lindsay Goldberg & Co LLC. From 2011 until January 2018, Mr. DeFalco served as the Chief Executive Officer of Crane & Co, Inc., a global technology company, and also servesserved on its Boardboard of Directors.directors. Previously, from May 2005 to July 2010, he served as the Chief Executive Officer and on the Boardboard of Directorsdirectors of Nordion Inc. (formerly MDS Inc.), a public life sciences company. Mr. DeFalco received his M.B.A. from the Massachusetts Institute of Technology—Technology - Sloan School of Management, his M.S.E.E. from Syracuse University and his B.S.M.E. from the Massachusetts Institute of Technology. Our Board of Directors believes that Mr. DeFalco'sDeFalco’s leadership, executive, managerial and business experience with life sciences companies qualifies him to serve as a director of our company.
Douglas S. Prince,, age 6367
Mr. Prince was elected to our Board of Directors in December 2015. Mr. Prince served on the Senseonics, Incorporated Boardboard of Directorsdirectors from February 2015 to December 2015. Mr. Prince has actedserved as the Chief Financial Officer of Crane & Co., Inc., a global technology company, since February 2013. Priorfrom 2013 to Crane & Co., from OctoberJanuary 2018. From 2010 to January 2013, Mr. Prince served as the Chief Financial Officer of Northern Power Systems Corp., an energy technology company. From 2007 to 2010, Mr. Prince served as Chief Financial Officer of Nordion Inc. (formerly MDS Inc.), a public life sciences company. Since November 2019, Mr. Prince has also served on the Board of Directors of Creation Technologies, a private electronics manufacturing services company. Mr. Prince received his B.B.A. in Business Administration from the University of Kentucky. Our Board of Directors believes that Mr. Prince'sPrince’s executive experience and financial expertise qualify him to serve as a director of our company.
Company.
Douglas A. Roeder,, age 4650
Mr. Roeder was elected to our Board of Directors in December 2015. Mr. Roeder served on the Senseonics, Incorporated Boardboard of Directorsdirectors from October 2011 to December 2015. Mr. Roeder joined
Delphi Ventures as an Associate in 1998 and has been a Partner of Delphi Ventures since 2000, focusing on medical devices, diagnostics and biotechnology. Prior to joining Delphi Ventures, Mr. Roeder was an Associate with Alex, Brown & Sons Healthcare Investment Banking Group. Mr. Roeder currently serves on the Boardsboards of Directorsdirectors of Tandem Diabetes, Inc. and several private companies. Mr. Roeder previously served on the Boardboard of Directorsdirectors of TriVascular Technologies, Inc. from 2008 to 2016. Mr. Roeder received his A.B. from Dartmouth College. Our Board of Directors believes that Mr. Roeder'sRoeder’s substantial experience with companies in the healthcare sector and his venture capital, financial and business experience qualify him to serve as a director of our company.
Company.
Timothy T. Goodnow, age 59
Dr. Goodnow was elected as one of our directors and was appointed as our President and Chief Executive Officer in December 2015. From 2010 to December 2015, Dr. Goodnow served on the board of directors of Senseonics, Incorporated and he served as the President and Chief Executive Officer of Senseonics, Incorporated from 2011 to December 2015. Dr. Goodnow served as Vice President, Technical Operations of Abbott Diabetes Care, a healthcare company, from 2000 to 2011. Prior to that, he held positions at TheraSense, Verax Biomedical, Inc. and Dade Behring and Baxter Healthcare. Dr. Goodnow received his Ph.D. and B.S. in chemistry from The University of Miami. Our Board of Directors believes that Dr. Goodnow’s experience as our Chief Executive Officer, his background in medical device development and his knowledge of the diabetes industry qualify him to serve as a director of our Company.
Francine R. Kaufman, age 70
Dr. Kaufman was appointed as one of our directors in November 2019 and was appointed as our Chief Medical Officer in March 2019. Prior to joining our Company, Dr. Kaufman served as Chief Medical Officer and Vice President of Global Clinical, Regulatory and Medical Affairs at Medtronic Diabetes from 2009 to January 2019. Prior to that, she served as Director of the Comprehensive Childhood Diabetes Center, and head of the Center for Endocrinology, Diabetes and Metabolism at Children’s Hospital Los Angeles from 1991 to 2009. Dr. Kaufman is also a Distinguished Professor Emerita of Pediatrics and Communications at the Keck School of Medicine and the Annenberg School of Communications of the
9
University of Southern California. She was formerly the president of the American Diabetes Association in 2003 and chair of the National Diabetes Education Program from 2008 to 2009. Dr. Kaufman was also elected to the National Academy of Medicine in 2005. She was also an advisor to the Governor on the California Initiative on Health, Fitness and Obesity in 2007. Dr. Kaufman received her B.A. from Northwestern University and her M.D. from Chicago Medical School. Our Board of Directors believes that Dr. Kaufman’s experience as our Chief Medical Officer, her background in medical device development and her medical expertise with diabetes qualify her to serve as a director of our Company.
Robert Schumm, age 54
Mr. Schumm was appointed to our Board of Directors in October 2020. Mr. Schumm has served as the President and Chief Executive Officer of Ascensia Diabetes Care AG and has led the Diabetes Management Domain for PHC Group since October 2019. Mr. Schumm has also served as the President of Ascensia Diabetes Care US, Inc. since January 2016. Prior to joining Ascensia, Mr. Schumm held roles of increasing responsibility at Bayer Healthcare LLC from 1996 to January 2016, most recently serving as the Vice President, Global Marketing from 2013 to January 2016. Mr. Schumm holds a bachelor’s degree in psychology from Princeton University and an M.B.A. in Marketing and International Business from New York University’s Stern School of Business. Our Board of Directors believes that Mr. Schumm’s substantial medical device and diabetes experience qualify him to serve as a director of our Company. Mr. Schumm is serving pursuant to a contractual right in favor of PHC Holdings Corporation to designate two individuals to serve on the Board of Directors.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INDEPENDENCE OF THE BOARD OF DIRECTORS
As required under the NYSE-MKTNYSE American listing rules, a majority of the members of a listed company'scompany’s board of directors must qualify as "independent,"“independent,” as affirmatively determined by the board of directors. Our Board of Directors consults with our counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent,"“independent,” including those set forth in pertinent listing standards of NYSE-MKT,NYSE American, as in effect from time to time.
Our Board of Directors has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors has determined that Messrs. DeFalco, Fiorentino, Prince, and Roeder and Raab and Drs. Barrett, Edelman and Klein, representing seven of our eight10 directors, are "independent directors"“independent directors” as defined under the listing rules of the NYSE-MKT.NYSE American. In making this determination,these determinations, the Board of Directors found that none of these directors or nominees for director had a material or other disqualifying relationship with us. Dr. Goodnow is not an independent director by virtue of his employment with us as our President and Chief Executive Officer and Dr. Kaufman is not an independent director by virtue of her employment with us as our Chief Medical Officer.
Mr. Schumm is not an independent director by virtue of his role as president and chief executive officer of Ascensia Diabetes Care, our exclusive distribution partner for Eversense.
BOARD OF DIRECTORS LEADERSHIP STRUCTURE
Mr. DeFalco is the Chairman of the Board of Directors and has authority, among other things, to call and preside overat Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board of Directors. Accordingly, the Chairman of the Board has substantial ability to shape the work of the Board of Directors. We believe that separating the positions of Chairman and Chief Executive Officer creates an environment that is more conducive to objective evaluation and oversight of management'smanagement’s performance, increasing management accountability and improving the ability of the Board of Directors to monitor whether management'smanagement’s actions are in the best interests of us and our stockholders. We believe that this separation can enhance the effectiveness of the Board of Directors as a whole.
ROLE OF THE BOARD OF DIRECTORS IN RISK OVERSIGHT
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, cybersecurity and reputational, including with respect to
10
the COVID-19 outbreak. One of the key functions of the Board of Directors is informed oversight of our risk management process. The Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole with the assistance of the Audit Committee, as well as through various standing committees that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements.requirements and reviews cybersecurity risks. Our Nominating and Corporate
Governance Committee monitors the effectiveness of our corporate governance principles, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board of Directors as quickly as possible. The Board of Directors has delegated to the Chairman of the Board of Directors the responsibility of coordinating between the Board of Directors and management with regard to the determination and implementation of responses to any problematic risk management issues.
MEETINGS OF THE BOARD OF DIRECTORS AND ANNUAL MEETING ATTENDANCE
The Board of Directors met six10 times during the last fiscal year.2020. Each director attended 75% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member.
As required under applicable NYSE-MKTNYSE American listing standards, during the last fiscal year, our independent directors met fiveseven times in regularly scheduled executive sessions at which only independent directors were present. Mr. DeFalco, the Chairman of our Board of Directors, presidedgenerally presides over the executive sessions.
We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. Seven of our directors attended our 2020 annual meeting of stockholders.
INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has three standing committees: an(i) Audit Committee, a(ii) Compensation Committee and a(iii) Nominating and Corporate Governance Committee. The following table provides membership and meeting information for the year ended December 31, 20162020 for each of the committees:
| Name | | | Audit Committee | | | Compensation Committee | | | Nominating & Corporate Governance Committee | | |||||||||
| Stephen P. DeFalco | | | | | | | | | | | | | | | | | X* | | |
| Steven V. Edelman | | | | | | | | | | | X | | | | | | X | | |
| Edward J. Fiorentino | | | | | X | | | | | | X | | | | | | | | |
Peter Justin Klein(1) | | | | | X | | | | | | X | | | | | | | | |
| Douglas S. Prince | | | | | X* | | | | | | | | | | | | X | | |
| Douglas A. Roeder | | | | | | | | | | | X* | | | | | | X | | |
| Anthony Raab | | | | | | | | | | | | | | | | | | | |
| Robert Schumm | | | | | | | | | | | | | | | | | | | |
| Number of meetings in 2020 | | | | | 8 | | | | | | 7 | | | | | | 2 | | |
*
Committee chair.
(1)
Mr. Klein is not standing for re-election at the Annual Meeting, and his service as a member of the Board of Directors will end effective as of the Annual Meeting.
Name | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Stephen P. DeFalco | X | * | ||||||||
M. James Barrett | X | |||||||||
Steven Edelman(1) | X | |||||||||
Edward J. Fiorentino | X | X | ||||||||
Peter Justin Klein | X | X | ||||||||
Douglas S. Prince | X | * | X | |||||||
Douglas A. Roeder | X | * | X | |||||||
Number of meetings in 2016 | 6 | 3 | 1 | |||||||
11
(1)Joined committee in September 2016.*Committee chair.Below is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.Audit CommitteeThe Audit Committee of the Board of Directors was established by the Board of Directors in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance of and assesses the qualifications of the independent auditors; determines and approves the engagement of theindependent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on our audit engagement team as required by law; reviews and approves or rejects transactions between us and any related persons; confers with management and the independent auditors regarding the effectiveness of internal control over financial reporting; oversees and participates in the resolution of internal control issues, where identified; oversees implementation of new accounting standards; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews and discusses with management risks relating to data privacy, technology and information security, including cybersecurity, and back-up of information systems and the steps we have taken to monitor and control such exposures; meets with our independent registered public accounting firm to
review our annual auditeddiscuss the scope and results of its examination and reviews the financial statements andquarterly financial statements with management and the independent auditor, including a review of our disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations"reports contained in our periodic filings.The Audit Committee is composed of three directors: Mr. Prince, Dr. Klein and Mr. Fiorentino. The Audit Committee metsix8 times during2016.2020. The Board of Directors has adopted a written Audit Committee charter that is available to stockholders on our website at www.senseonics.com.The Board of Directors reviews theNYSE-MKTNYSE American listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as independence is currently defined in Section 803B of theNYSE-MKTNYSE American Company Guide and under Rule 10A-3 under the Exchange Act).The Board of Directors has also determined that Mr. Prince qualifies as an"audit“audit committee financial expert,"” as defined in applicable SEC rules. The Board of Directors made a qualitative assessment of Mr.Prince'sPrince’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer for public reporting companies.Report of the Audit Committee of the Board of DirectorsManagement has the primary responsibility for the preparation, presentation and integrity of the consolidated financial statements and for the establishment and effectiveness of internal controls and procedures designed to ensure compliance with generally accepted accounting principles and applicable laws and regulations. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and of its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion on the conformity of the consolidated financial statements, in all material respects, with generally accepted accounting principles and on the Company’s internal control over financial reporting. In performing its oversight role, the Audit Committeehasreviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31,20162020 with managementof the Company. The Audit Committee has discussed withand the independent registered public accountingfirmfirm. The Audit Committee also discussed the matters required to be discussed byAuditing Standard No. 1301, Communications with Audit Committees, as adopted bythePublic Company Accounting Oversight Board ("PCAOB").PCAOB and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independentaccountants'accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accountingfirm'sfirm’s independence. Based on the foregoing, the Audit Committeehas12
recommended to the Board of Directors that the audited consolidated financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
2020.
Douglas S. Prince, Chair
Edward J. Fiorentino
Peter Justin Klein
Edward J. Fiorentino
Peter Justin Klein
*
The material in this report is not "soliciting“soliciting material,"” is furnished to, but not deemed "filed"“filed” with, the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than the Company’s Annual Report on Form 10-K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Compensation Committee
The Compensation Committee is composed of threefour directors: Mr.Messrs. Roeder Dr.and Fiorentino and Drs. Klein and Mr. Fiorentino. All members of our Compensation CommitteeEdelman. Messrs. Roeder and Fiorentino and Drs. Klein and Edelman are independent, as independence is currently defined in Section 805 of the NYSE-MKTNYSE American Company Guide. The Compensation Committee met threesix times during the fiscal year. The Board of Directors has adopted a written Compensation Committee charter that is available to stockholders on our website at www.senseonics.com.
The Compensation Committee of the Board of Directors acts on behalf of the Board of Directors to review, adopt and oversee our compensation strategy, policies, plans and programs, including:
•
establishment of corporate and individual performance objectives relevant to the compensation of our executive officers and members of senior management and evaluation of performance in light of these stated objectives;
•
•
review and approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, of our Chief Executive Officer and the other executive officers;
•
•
compensation of our non-employee directors; and
•
•
administration of our equity compensation plans and similar plans or programs.
Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our Chief Executive Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant'sconsultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and NYSE-MKT,NYSE American, that bear upon the adviser'sadviser’s independence; however, there is no requirement that any adviser be independent.
13
During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and NYSE-MKTNYSE American described above, the Compensation Committee engaged Willis Towers Watson as compensation consultants. The Compensation Committee has assessed Willis Towers Watson'sWatson’s independence and determined that Willis Towers Watson had no conflicts of interest in connection with its provisions of services to the Compensation Committee. Specifically, the Compensation Committee engaged Willis Towers Watson to suggest a peer company group composed of public companies comparable to us and conduct an executive compensation assessment analyzing the current cash and equity compensation of our executive officers, directors and other senior management against compensation for similarly situated
executives at our peer group companies. Our management did not have the ability to direct Willis Towers Watson'sWatson’s work.
Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first quarter of the year. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee'sCommittee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, stock performance data, analyses of historical executive compensation levels and current compensation levels and recommendations of the Compensation Committee'sCommittee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant to be comparable to us.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying, reviewing and evaluating candidates to serve as our directors (consistent with criteria approved by the Board of Directors), reviewing and evaluating incumbent directors, recommending to the Board of Directors for selection candidates for election to the Board of Directors, making recommendations to the Board of Directors regarding the membership of the committees of the Board of Directors, and assessing the performance of management and the Board of Directors.
The Nominating and Corporate Governance Committee is composed of fivefour directors: Messrs. DeFalco, Prince and Roeder and Drs. Barrett andDr. Edelman. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Section 803A of the NYSE-MKTNYSE American Company Guide). The Nominating and Corporate Governance Committee met one timefour times during 2016.2019. The Board of Directors has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website andat www.senseonics.com.
The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to our affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board of Directors, our operating requirements and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age,
14
skills and such other factors as it deems
appropriate, given the current needs of us and the Board of Directors, to maintain a balance of knowledge, experience and capability.
Our Nominating and Corporate Governance Committee does not have a formal policy regarding board diversity. Diversity is one of a number of factors, however, that the committee takes into account in identifying nominees, and the Nominating and Corporate Governance Committee believes that it is essential that the board members represent diverse viewpoints and experiences and possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To accomplish the Board’s diversity objectives, the Nominating and Governance Committee may retain an executive search firm to help identify potential directors that meet these objectives.
In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors'directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors'directors’ independence. The Nominating and Corporate Governance Committee also takes into account the results of the self-evaluation or surveys of the Board of Directors, conducted annually on a group and individual basis.annually. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NYSE-MKTNYSE American purposes, which determination is based upon applicable NYSE-MKTNYSE American listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates'candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee in care of our Corporate Secretary at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005. Any such recommendation should be delivered at least 90 days, but no more than 120 days, prior to the anniversary date of the mailing of our proxy statement for the last Annual Meeting of Stockholders. Submissions must include the full name of the proposed nominee, a description of the proposed nominee'snominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee'snominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
The Board of Directors has adopted a formal process by which stockholders may communicate with the Board of Directors or any of its directors. Stockholders who wish to communicate with the Board of Directors may do so by sending written communications addressed to the Board of Directors or the director in care of Senseonics Holdings, Inc., 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005, Attn: Corporate Secretary. Each communication must set forth the name and address of the stockholder on whose behalf the communication is sent and the number and class of shares of our stock that are owned beneficially by the stockholder as of the date of the communication.
These communications will be reviewed by our Corporate Secretary, who will determine whether they should be presented to the Board of Directors. The purpose of this screening is to allow the Board of Directors to avoid having to consider communications that contain advertisements or solicitations or are unduly hostile, threatening or similarly inappropriate. All communications directed to the Audit Committee
15
in accordance with our Amended and Restated Whistleblower Policy that
relate to questionable accounting or auditing matters involving us will be promptly and directly forwarded to the Audit Committee.
Any interested person may communicate directly with the non-management directors. Persons interested in communicating directly with the non-management directors regarding their concerns or issues may do so by addressing correspondence to a particular director, or to the non-management directors generally, in care of Senseonics Holdings, Inc., 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005. If no particular director is named, letters will be forwarded, depending upon the subject matter, to the chair of the Audit, Compensation, or Nominating and Corporate Governance Committee.
CODE OF ETHICS
We have adopted an Amended and Restated Code of Business Conduct and Ethics, or the Code of Conduct,Ethics, applicable to all of our employees, executive officers and directors. The Code of ConductEthics is available on our website at www.senseonics.com.www.senseonics.com. The Audit Committee of our Board of Directors is responsible for overseeing the Code of ConductEthics and must approve any waivers of the Code of ConductEthics for executive officers and directors. If we make any substantive amendments to the Code of ConductEthics or grant any waiver from a provision of the Code of ConductEthics to any executive officer or director, we will promptly disclose the amendment or waiver on our website.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement in accordance with SEC rules. This advisory (non-binding) vote is commonly referred to as a “say-on-pay” vote.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the policies and practices described in this proxy statement. The compensation of the Company’s named executive officers subject to the say-on-pay vote is disclosed in the compensation tables and the related narrative disclosures that accompany the compensation tables contained in the “Executive Compensation” section of this proxy statement. As described in those disclosures, the Company believes that its compensation policies and decisions are strongly aligned with our stockholder’s interests and consistent with current market practices. Compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.
Accordingly, the Board of Directors is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and any related narrative disclosures that accompany the compensation tables in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders, is hereby APPROVED.”
Because the say-on-pay vote is advisory, it is not binding on the Board of Directors or the Company. Nevertheless, the views expressed by the stockholders, whether through this say-on-pay vote or otherwise, are important to management and the Board of Directors and, accordingly, the Board of Directors and the Compensation Committee intend to consider the results of this say-on-pay vote in making determinations in the future regarding executive compensation arrangements.
16
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present or represented by proxy and entitled to vote on the matter at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSAL 2.
A VOTE “FOR” PROPOSAL 2.
PROPOSAL NO. 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20172021 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements beginning with the year ended December 31, 2015. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee of the Board of Directors is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our or our stockholders'stockholders’ best interests.
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of Ernst & Young LLP.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table represents aggregate fees billed to us for the fiscal years ended December 31, 20162020 and 20152019 by our principal accountants. All such fees described below were approvedpre-approved by the Audit Committee.
| | | | 2020 | | | 2019 | | ||||||
Audit fees(1) | | | | $ | 839,050 | | | | | $ | 1,678,640 | | |
Audit-related fees(2) | | | | | 62,000 | | | | | | 410,814 | | |
| Total fees | | | | $ | 901,250 | | | | | $ | 2,089,454 | | |
| | 2016 | 2015 | |||||
|---|---|---|---|---|---|---|---|
Audit fees | $ | 860,689 | $ | 378,752 | |||
Tax Fees | 18,500 | (1) | 25,000 | (1) | |||
| | | | | | | | |
Total | $ | 879,189 | $ | 403,752 | |||
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)
(1)TaxIncludes the aggregate feeswere principallyand out of pocket expenses billed for the integrated audit of our consolidated annual financial statements and reviews of our interim consolidated financial statements included in quarterly reports on Form 10-Q.
(2)
Includes services related to tax complianceprovision of comfort letters, consents, and reportingreview of documents for registration statements on Forms S-3 and analysis services.S-8, offering memorandums and supplemental prospectus filings.
PRE-APPROVAL POLICIES AND PROCEDURES
Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and, if applicable, non-audit services rendered by our independent registered public accounting firm, Ernst & Young LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee'sCommittee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting
17
firm is engaged to provide each service. On a periodic basis, the independent registered public accounting firm reports to the Audit Committee on the status of actual costs for approved services against the approved amounts.
All of the services of Ernst & Young LLP for the years ended December 31, 2020 and 2019 described above were pre-approved in accordance with the Audit Committee Pre-Approval Policy.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE"“FOR"” PROPOSAL NO. 2.3.
A VOTE
The following table sets forth information concerning our executive officers.
R. Don ElseyNick B. Tressler, , age 6348
| Name | | | Position | |
| Executive Officers: | | | | |
| Timothy T. Goodnow, Ph.D. | | | President, Chief Executive Officer and Director | |
| | | Chief Financial Officer, Secretary and Treasurer | | |
| Mukul Jain, Ph.D. | | | Chief Operating Officer | |
| Mirasol Panlilio | | | Vice President and General Manager, Global | |
| | | Chief Medical Officer and Director | | |
| Kenneth L. Horton | | | General Counsel and Corporate Development Advisor | |
Executive Officers Who Are Not Directors
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth certain information with respect to our executive officers who are not directors:
Mr. ElseyTressler was appointed as our Chief Financial Officer in December 2015. Mr. Elsey served as the Chief Financial Officer of Senseonics, Incorporated from February 2015 to December 2015. HeNovember 2019 and previously served as our Senior Director, Financial Planning and Analysis since March 2019. Prior to joining the SeniorCompany, Mr. Tressler served as a strategic and financial consultant for several biopharmaceutical companies from April 2018 to March 2019. Prior to that, Mr. Tressler was the Vice President, FinanceFinancial Planning and Chief Financial Officer of Regado Biosciences,Analysis at Sucampo Pharmaceuticals, Inc., a public global biopharmaceutical company, from May 20142016 to February 2015. He also served as the Chief Financial Officer of LifeCell, Inc.,April 2018. Prior to Sucampo, Mr. Tressler was a private regenerative medicine company, from December 2012 to February 2014 and as Senior Vice President and Chief Financial Officer of Emergent BioSolutions, Inc.,Site Controller at AstraZeneca PLC, a public global biopharmaceutical company, from 20052013 to December 2012. Prior to that,May 2016. Mr. Elsey served asTressler holds a M.B.A. from The Johns Hopkins University Carey Business School and a B.S. from the DirectorUniversity of Finance and Administration at IGEN International, Inc., a public biotechnology company, and its successor BioVeris Corporation, from 2000 to 2005. Prior to joining IGEN, he served as DirectorMaryland College Park Robert H. Smith School of Finance at Applera, a genomics and sequencing company, and in several finance positions at International Business Machines, Inc. Mr. Elsey serves on the Board of Directors of RegeneRx Biopharmaceuticals, Inc., a public biopharmaceuticals company, as well as on the board of the Cancer Support Community. Mr. Elsey received his M.B.A. in finance and his B.A. in economics from Michigan State University.
Business.
Mukul Jain, Ph.D., , age 4448
Dr. Jain was appointed as our Chief Operating Officer in January 2017. Dr. Jain previously served as our Vice President Operations, Quality and Regulatory from December 2015 to January 2017. Dr. Jain served as Senior Director, Quality and Regulatory of Senseonics, Incorporated from January 2012 to January 2014 and as Vice President Operations, Quality and Regulatory of Senseonics, Incorporated from January 2014 to December 2015. Prior to that, Dr. Jain held various positions at Medtronic, Inc., a medical technology and services company, from 1999 to January 2012, most recently as a senior program manager. Dr. Jain received his M.B.A. from the University of Minnesota, Carlson School of Management, his Ph.D. in chemical engineering from the University of South Carolina and his B.Tech. from the Indian Institute of Technology, Kanpur.
Mirasol Panlilio.Panlilio, , age 5256
Ms. Panlilio was appointed as our Vice President and General Manager, Global Commercial Operations in June 2017. Prior to that, Ms. Panlilio served as Vice President, Global Sales and Marketing in from
18
December 2015.2015 to June 2017. Ms. Panlilio served as the Vice President, Global Sales and Marketing of Senseonics, Incorporated from June 2014 to December 2015. Prior to joining Senseonics, Incorporated, Ms. Panlilio served as Vice President, Global Marketing and Sales at Viveve, Inc. from October 2012 to May 2014, an Independent Marketing Consultant at MGP Retail Consulting, LLC from May 2011 to June 2014, Vice President of
Sales and Marketing for Arkal Medical, Inc. from 2010 to May 2011 and Vice President of Marketing and Sales at VeraLight, Inc. from 2007 to 2010. From 2003 to 2007, Ms. Panlilio worked at Abbott Diabetes Care. Ms. Panlilio received her B.S. in business administration from San Jose State University.
Dr. Kelley was appointed
Mr. Horton has served as our General Counsel and Corporate Development Advisor since October 2017. Prior to joining the Company, Mr. Horton was Executive Vice President and Chief MedicalLegal Officer in January 2016. From January 2011of Vertex Pharmaceuticals. Prior to January 2016, Dr. Kelley was the World Widejoining Vertex, Mr. Horton served as General Counsel and Executive Vice President of Medical Affairs Medical Surgical Systems of Becton, Dickinson & Company. Prior to that, Dr. Kelley was theCorporate Development at MDS Inc., and its successor Nordion Inc., and Vice President, Medical Director for Kimberly Clark from November 2007 to December 2010. From 2005 to 2007, Dr. Kelley served as the medical directorAcquisitions, Ventures and General Counsel for the peripheral interventionsLife and vascular surgeryAnalytical Sciences business unit of Boston Scientific. Before her assignment with Boston Scientific, Dr. Kelley wasPerkinElmer, Inc. Mr. Horton holds an assistant professor of vascular surgery and radiology at Yale University from 2003 to 2005. Dr. Kelley is a board certified general and vascular surgeon. Dr. Kelley received her M.D.AB from Dartmouth Medical SchoolCollege and her B.A. in Biologya J.D. from Boston University.Harvard Law School.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our common stock as of March 31, 20172021 by (i) each director; (ii) each of our named executive officers; (iii) all currently serving executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. Except as otherwise noted below, the address for persons listed in the table is c/o Senseonics Holdings, Inc., 20451 Seneca Meadows Parkway, Germantown, MD 20876.
This table is based upon information supplied by our named executive officers, directors and principal stockholders and a review of Schedule 13G and Schedule 13D and Section 16 filings with the SEC. Unless otherwise indicated in the footnotes to the table and subject to common property laws where applicable, we believe that each stockholder named in the table has sole voting and investment power with regard to the shares indicated as being beneficially owned. Applicable percentages are based on 94,091,750427,914,984 shares of common stock outstanding as of March 31, 2017,2021, adjusted as required by the rules promulgated by the SEC.
| Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
| Principal Stockholders: | | | | | | | | | | | | | |
PHC Holdings Corporation(1) | | | | | 68,300,652 | | | | | | 13.8% | | |
Entities affiliated with Masters Capital Management, LLC(2) | | | | | 26,754,201 | | | | | | 6.3% | | |
Entities affiliated with Robert J. Smith(3) | | | | | 29,716,139 | | | | | | 6.8% | | |
| Named Executive Officers and Directors: | | | | | | | | | | | | | |
Timothy T. Goodnow, Ph.D.(4) | | | | | 4,283,481 | | | | | | * | | |
Francine R. Kaufman, M.D.(5) | | | | | 652,998 | | | | | | * | | |
Mukul Jain, Ph.D.(6) | | | | | 2,131,363 | | | | | | * | | |
Peter Justin Klein, M.D., J.D.(7) | | | | | 690,730 | | | | | | * | | |
Stephen P. DeFalco(8) | | | | | 1,532,545 | | | | | | * | | |
Edward J. Fiorentino(9) | | | | | 843,057 | | | | | | * | | |
Douglas S. Prince(10) | | | | | 770,538 | | | | | | * | | |
Douglas A. Roeder(11) | | | | | 10,440,594 | | | | | | 2.4% | | |
Steven Edelman, M.D.(12) | | | | | 785,866 | | | | | | * | | |
Anthony Raab (13) | | | | | 20,000 | | | | | | * | | |
| Robert Schumm | | | | | 0 | | | | | | * | | |
| All current directors and executive officers as a group (14 persons)(14) | | | | | 24,421,606 | | | | | | 5.6% | | |
Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
|---|---|---|---|---|---|---|---|
Principal Stockholders: | |||||||
Entities affiliated with New Enterprise Associates, Inc.(1) | 28,223,900 | 29.4 | % | ||||
Entities affiliated with Delphi Ventures(2) | 11,346,946 | 12.1 | |||||
Roche Finance Ltd.(3) | 8,042,414 | 8.5 | |||||
Energy Capital, LLC(4) | 7,964,810 | 8.5 | |||||
SBLE, LLC(5) | 5,907,196 | 6.3 | |||||
Named Executive Officers and Directors: | |||||||
Timothy T. Goodnow, Ph.D.(6) | 3,441,310 | 3.5 | |||||
R. Don Elsey(7) | 529,164 | * | |||||
Lynne E. Kelley(7) | 119,998 | * | |||||
M. James Barrett, Ph.D.(8) | 16,599,818 | 17.4 | |||||
Peter Justin Klein, M.D., J.D.(9) | 61,312 | * | |||||
Stephen P. DeFalco(10) | 753,154 | * | |||||
Edward J. Fiorentino(7) | 138,529 | * | |||||
Douglas S. Prince(7) | 138,529 | * | |||||
Douglas A. Roeder(11) | 11,401,575 | 12.1 | |||||
Steven Edelman, M.D.(7) | 21,022 | * | |||||
All current directors and executive officers as a group (12 persons)(12) | 34,286,197 | 34.1 | |||||
19
- *Represents beneficial ownership of less than 1%.(1)
(1)Consists of (a)14,818,9852,941,176 shares of common stock and1,079,436(b) 68,300,652 shares of common stockunderlying immediately exercisable warrants held by New Enterprise Associates 10, Limited Partnership, or NEA 10, (b) 8,949,292 shares of common stock and 701,630 shares of common stock underlying immediately exercisable warrants held by New Enterprise Associates 9, Limited Partnership, or NEA 9, and (c) 2,534,912 shares of common stock and 139,645 shares of common stock underlying immediately exercisable warrants held by New Enterprise Associates VII, Limited Partnership, or NEA VII. The shares held by NEA 10 are indirectly held by NEA Partners 10, Limited Partnership, or Partners 10,issuable upon thesole general partner of NEA 10. The individual general partners of Partners 10 are M. James Barrett, a member of our Board of Directors, Peter J. Barris and Scott D. Sandell, or the NEA 10 GPs. Partners 10 and the NEA 10 GPs may be deemed toshare voting and dispositive power over, and be the indirect beneficial ownersconversion of theshares held by NEA 10. The shares held by NEA 9 are indirectly held by NEA Partners 9, Limited Partnership, or Partners 9, the sole general partner of NEA 9. The individual general partner of Partners 9 is Peter J. Barris. Partners 9 and Peter J. Barris may be deemed to share voting and dispositive power over, and be the indirect beneficial owners of, the shares held by NEA 9. The shares held by NEA VII are indirectly held by NEA Partners VII, Limited Partnership, or Partners VII, the sole general partner of NEA VII. The individual general partner of Partners VII is Peter J. Barris. Partners VII and Peter J. Barris may be deemed to share voting and dispositive power over, and be the indirect beneficial owners of, the shares held by NEA VII.2024 Notes. This information has been obtained from a Schedule 13D filed onApril 4, 2016November 5, 2020 byNEA 10, NEA 9, NEA VII, Partners 10, Partners 9, Partners VII, M. James Barrett, Peter J. Barris and Scott D. Sandell.PHC Holdings Corporation. The principal business address ofNEA 10, NEA 9 and NEA VIIPHC Holdings Corporation is1954 Greenspring Drive, Suite 600, Timonium, MD 21093.- 2-38-5 Nishishimbashi, Minato-ku, Tokyo, 105-8433 Japan.
(2)Consists of (a)11,237,2212,000,003 shares of common stock and (b) 24,754,198 shares of Series A Convertible Preferred Shares that are convertible to Common Stock. Each of Masters Capital Management, LLC and Michael Masters, the managing member of Masters Capital Management, LLC, may be deemed to have voting and dispositive power over the shares held by Masters Capital Management, LLC. This information has been obtained from a Schedule 13D/A filed on February 3, 2021 by Masters Capital Management, LLC and Michael Masters. The address of Masters Capital Management, LLC is 3060 Peachtree Road, VW, Suite 1425, Atlanta, GA 30305.(3)Consists of (1) 19,636,139 shares of common stock held by Energy Capital, LLC (2) 80,000 shares of common stock held by Plato & Associates, LLC and (3) 10,000,000 shares of common stock issuable upon the exercise of a warrant held by Energy Capital, LLC within sixty days of March 31, 2021. Robert L. Smith, the sole Managing Member of Energy Capital, LLC and Plato & Associates, LLC, may be deemed to have voting and dispositive power over the shares held by Energy Capital, LLC and Plato & Associates, LLC. This information has been obtained, in part, from a Schedule 13D/A filed on January 28, 2020 by Robert J. Smith, Energy Capital, LLC and Plato & Associates, LLC. The address of Robert J. Smith, Energy Capital, LLC and Plato & Associates, LLC is 13650 Fiddlesticks Blvd., Suite 202-324, Ft. Myers, FL 33912.(4)Consists of (a) 1,379,790 shares of common stock, (b) 2,443,576 shares of common stock underlying options that are exercisable within 60 days of March 31, 2021 and (c) 460,115 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021.(5)Consists of (a) 244,362 shares of common stock, (b) 286,456 shares of common stock underlying options that are exercisable within 60 days of March 31, 2021 and (c) 122,180 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021.(6)Consists of (a) 209,470 shares of common stock, (b) 1,693,752 shares of common stock underlying options that are exercisable within 60 days of March 31, 2021 and (c) 228,141 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021.(7)Consists of (a) 93,639 shares of common stock, (b) 324,014 shares of common stock underlying options that are exercisable within 60 days of March 31, 2021 and (c) 273,077 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021.(8)Consists of (a) 938,245 shares of common stock, (b) 321,223 shares of common stock underlying options that are exercisable within 60 days of March 31, 2021 and (c) 273,077 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021.(9)Consists of (a) 164,857 shares of common stock, (b) 405,123 shares of common stock underlying options that are exercisable within 60 days of March 31, 2021 and (c) 273,077 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021.(10)Consists of (a) 92,338 shares of common stock, (b) 405,123 shares of common stock underlying options that are exercisable within 60 days of March 31, 2021 and (c) 273,077 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021.(11)Consists of (a) 9,751,725 shares of common stock held by Delphi Ventures VIII, L.P., or Delphi VIII,and(b)109,72594,569 shares of common stock held by Delphi BioInvestments VIII, L.P., or DelphiBio.Bio, (c) 321,223 shares of common stock underlying options that are held by Douglas Roeder and are exercisable within 60 days of March 31, 2021 and (d) 273,077 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021. Delphi Management Partners VIII, L.L.C., or DMP VIII, is the general partner of each of Delphi VIII and Delphi Bio, collectively referred to herein as the Delphi VIII Funds. Mr. Roeder is a Managing Member of DMP VIII andeach of Douglas A. Roeder, a member of our Board of Directors, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan, the Managing Members of DMP VIII,may be deemed to share voting and dispositive power over the shares held by the Delphi VIII Funds. This information has been obtained from aForm 4Schedule 13G/A filed onMarch 23, 2016February 7, 2020 by Delphi VIII, Delphi Bio, DMP VIII, Douglas A. Roeder, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan.The address of each of the persons and entities affiliated with Delphi Ventures is 160 Bovet Rd., Suite 408, San Mateo, CA 94402.20(3)Consists of 7,068,679 shares of common stock and 973,735 shares of common stock underlying immediately exercisable warrants held by Roche Finance Ltd. Roche Finance Ltd is a wholly-owned subsidiary of Roche Holding Ltd, a publicly-held corporation. This information has been obtained from a Schedule 13G filed on February 7, 2017 by Roche Holding Ltd and Roche Finance Ltd. The principal business address of Roche Finance Ltd is Grenzacherstrasse 122, 4070 Basel, Switzerland.
(12)
(4)Robert Smith, the sole Managing Member of Energy Capital, LLC, may be deemed to have voting and dispositive power over the shares held by Energy Capital, LLC. This information has been obtained from a Schedule 13G filed on February 24, 2017 by Robert Smith and Energy Capital, LLC. The address of Energy Capital, LLC is 13650 Fiddlesticks Blvd., Suite 202-324, Ft. Myers, FL 33912.
(5)Susan Coyne, the sole Managing Member of SBLE, LLC, may be deemed to have voting and dispositive power over the shares held by SBLE, LLC. This information has been obtained from a Schedule 13G filed on February 24, 2017 by Susan Coyne and SBLE, LLC. The address of SBLE, LLC is 15011 Hawks Shadow, Ft. Myers, FL 33905.
(6)
Consists of (a) 264,843151,596 shares of common stock, (b) 27,928 shares of common stock underlying immediately exercisable warrants and (c) 3,148,539361,193 shares of common stock underlying options that are exercisable within 60 days of March 31, 2017.2021 and (c) 273,077 shares issuable upon the vesting of restricted stock units that vest within 60 days of March 31, 2021.
(13)
(7)
Consists of 20,000 shares of common stock.
(14)
Consists of an aggregate of (a) 13,379,835 shares of common stock, (b) 8,396,522 shares of common stock underlying options that are exercisable within 60 days of March 31, 2017.
(8)Consists2021 and (c) 2,645,249 shares issuable upon the vesting of (a) 494,689 shares of commonrestricted stock held directly by Dr. Barrett, (b) 152,079 shares of common stock held by Dr. Barrett's wife, (c) 14,818,985 shares of common stock held by NEA 10, (d) 1,079,436 shares of common stock underlying immediately exercisable warrants held by NEA
10 and (e) and 54,629 shares of common stock underlying optionsunits that are exercisablevest within 60 days of March 31, 2017.
(9)Consists of (a) 3,892 shares of common stock, (b) 2,791 shares of common stock underlying immediately exercisable warrants and (c) 54,629 shares of common stock underlying options that are exercisable within 60 days of March 31, 2017.2021.
21
(10)Consists of 698,525 shares of common stock and 54,629 shares of common stock underlying options that are exercisable within 60 days of March 31, 2017.
EXECUTIVE COMPENSATION
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us and written representations provided to us by all of our directors and executive officers and certain of our more than 10% stockholders, we believe that during
For the year ended December 31, 2016, our directors, executive officers and more than 10% stockholders complied with all applicable Section 16(a) filing requirements.
On December 4, 2015, we entered into a merger agreement with Senseonics, Incorporated and SMSI Merger Sub, Inc., or the Merger Agreement, to acquire Senseonics, Incorporated. The transactions contemplated by the Merger Agreement were consummated on December 7, 2015, referred to herein as the Acquisition. All shares of Senseonics, Incorporated common stock converted into shares of our common stock, and all Senseonics, Incorporated options converted into our options, in connection with the closing of the Acquisition. The share and per share information included in this "Executive Compensation" section gives effect to the conversion of such shares and options in the Acquisition and related adjustments to the number of shares and the exercise price. The Summary Compensation Table and the Narrative to Summary Compensation Table below reflect compensation earned by2020, our named executive officers for their service to Senseonics, Incorporated from January 1, 2015 to December 7, 2015, the date of the closing of the Acquisition, and for their service to Senseonics Holdings, Inc. beginning on December 7, 2015.were:
•
Our Chief Executive Officer and our two other most highly compensated executive officers for the year ended December 31, 2016 were:
•
Timothy T. Goodnow, Ph.D., our President and Chief Executive Officer;
•
•R. Don Elsey,
Mukul Jain, Ph.D., our Chief FinancialOperating Officer; and
•
•Lynne E. Kelley, M.D., FACS
Francine R. Kaufman, our Chief Medical Officer.
We refer to these executive officers in this proxy statement as our named executive officers.
Summary Compensation Table
The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 20162019 and 2015.2020.
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | Total ($) | | |||||||||||||||||||||
| Timothy T. Goodnow | | | | | 2020 | | | | | | 552,000 | | | | | | 253,368 | | | | | | 1,999,634 | | | | | | | | | | | | 243,432 | | | | | | 3,089,840 | | |
| President and Chief Executive Officer | | | | | 2019 | | | | | | 536,000 | | | | | | | | | | | | | | | | | | 1,208,880 | | | | | | 466,320 | | | | | | 2,211,200 | | |
| Mukul Jain, Ph.D. | | | | | 2020 | | | | | | 427,000 | | | | | | 97,997 | | | | | | 965,778 | | | | | | | | | | | | 94,154 | | | | | | 1,600,949 | | |
| Chief Operating Officer | | | | | 2019 | | | | | | 414,750 | | | | | | | | | | | | | | | | | | 808,439 | | | | | | 180,416 | | | | | | 1,403,605 | | |
| Francine R. Kaufman, M.D. | | | | | 2020 | | | | | | 510,000 | | | | | | 117,045 | | | | | | 578,343 | | | | | | | | | | | | 112,445 | | | | | | 1,336,952 | | |
| Chief Medical Officer | | | | | 2019 | | | | | | 410,625 | | | | | | | | | | | | | | | | | | 1,131,779 | | | | | | 179,438 | | | | | | 1,721,842 | | |
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Total ($) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Timothy T. Goodnow | 2016 | 475,998 | 586,871 | 318,150 | 1,381,019 | |||||||||||
President and Chief Executive Officer | 2015 | 365,791 | 231,704 | 152,718 | 750,213 | |||||||||||
R. Don Elsey(3) | 2016 | 355,625 | 472,275 | 153,300 | 981,200 | |||||||||||
Chief Financial Officer | 2015 | 286,667 | 141,229 | 85,577 | 513,473 | |||||||||||
Lynne E. Kelley(4) | 2016 | 365,000 | 565,507 | 134,138 | 1,064,645 | |||||||||||
Chief Medical Officer | ||||||||||||||||
(1)
(1)- Represents discretionary amounts earned pursuant to the 2020 bonus plan by virtue of the Compensation Committee’s exercise of discretion in recognition of management’s performance in light of the extraordinary hardships our business faced during 2020, as described in greater detail below under “Narrative to Summary Compensation Table — Annual Bonus.”
(2)
The amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, in accordance with SEC rules, these amounts reflect the grant date fair values of RSUs granted to each of the named executive officers in 2020, calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), Compensation — Stock Compensation. Each RSU represented the contingent right to receive one share of our common stock. The amount reported in the table above includes the grant date fair values of time-based RSUs, as well as performance-based RSUs, which were based on the probable outcome of the vesting conditions of these performance-based RSUs as of the grant date. These performance-based RSUs vest upon the achievement of certain performance targets, subject to the recipient’s continuous service through the vesting events. Assuming that the maximum performance vesting condition of these RSUs was met as of the grant date, the aggregate grant date fair value of all RSUs granted to Drs. Goodnow, Jain and Kaufman would have been $2,041,040, $981,798 and $597,462, respectively. For a discussion of valuation assumptions, see Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
(3)
The amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, in accordance with SEC rules, these amounts include the full grant date fair value for awardsstock options granted during the indicated year. The grant date fair value was computed in accordance with ASC Topic 718, Compensation—Stock Compensation.718. Unlike the calculations contained in our audited consolidated financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the executive will perform the requisite service for the award to vest in full. The assumptions we used in valuing optionsthese awards are described in Note 1012 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.2020.
22
(2)
(4)
The amounts reflect bonus paid on the achievement of specified corporate goals, as discussed further below under "—“— Narrative to Summary Compensation Table—Table - Annual Bonus."
(3)Mr. Elsey became an executive officer of Senseonics, Incorporated in February 2015 and amounts represent compensation earned since that date.
(4)Ms. Kelley became an executive officer of Senseonics, Incorporated in January 2016 and amounts represent compensation earned since that date.
Narrative to Summary Compensation Table
We review compensation annually for all employees, including our named executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company.Company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.
Our Compensation Committee has historically determined our executives'executives’ compensation. Our Compensation Committee typically reviews and discusses management'smanagement’s proposed compensation with the chief executive officer for all executives other than the chief executive officer. Based on those discussions and its discretion, our Compensation Committee then approves the compensation of each executive officer after discussions without members of management present.
Our Compensation Committee has engaged Willis Towers Watson, a compensation consultant, and reviewed Willis Towers Watson'sWatson’s compensation data for executives at similarly sized medical device companies when determining executive compensation.
Annual Base Salary
Senseonics, Incorporated
We have entered into employment agreements with each of itsour named executive officers that establishestablished their initial base salaries and target bonus opportunities. In connection with the Acquisition, we assumed those employment agreements. TheThese base salaries will beare reviewed periodically by our Compensation Committee. The following table presents the annual base salaries for each of our named executive officers for 2015, 20162019, 2020 and 2017.2021. The 20152019 base salaries for Drs. Goodnow and Jain became effective on January 1, 2019, the 2020 base salaries became effective on January 1, 2015, the 2016 base salaries became effective on March 16, 2016,2020, and the 20172021 base salaries became effective on January 1, 20172021. Dr. Kaufman joined our company on March 4, 2019, but the amount included in the table below reflects her annualized base salary for all of the named executive officers.2019.
| Name | | | 2019 Base Salary ($) | | | 2020 Base Salary ($) | | | 2021 Base Salary ($) | | |||||||||
| Timothy T. Goodnow | | | | | 536,000 | | | | | | 552,000 | | | | | | 568,560 | | |
| Mukul Jain | | | | | 414,750 | | | | | | 427,000 | | | | | | 439,810 | | |
| Francine R. Kaufman | | | | | 495,000 | | | | | | 510,000 | | | | | | 420,240 | | |
Name | 2015 Base Salary ($) | 2016 Base Salary ($) | 2017 Base Salary ($) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Timothy T. Goodnow | 365,791 | 505,000 | 520,000 | |||||||
R. Don Elsey | 320,000 | 365,000 | 376,000 | |||||||
Lynne E. Kelley | N/A | 365,000 | 370,000 | |||||||
Annual Bonus
We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations for each fiscal year. Each named executive officer has a target bonus opportunity, defined as a percentage of his or her annual salary. The following table presents the annual target
bonus opportunity, as a percentage of annual base salary, for each of our named executive officers for 2015, 20162019, 2020 and 2017.
| Name | | | Target Bonus (as a % of Base Salary) (%) 2019 | | | Target Bonus (as a % of Base Salary) (%) 2020 | | | Target Bonus (as a % of Base Salary) (%) 2021 | | |||||||||
| Timothy T. Goodnow | | | | | 100 | | | | | | 100 | | | | | | 100 | | |
| Mukul Jain | | | | | 50 | | | | | | 50 | | | | | | 50 | | |
| Francine R. Kaufman | | | | | 50 | | | | | | 50 | | | | | | 50 | | |
Name | Target Bonus (as a % of Base Salary) (%) 2015 | Target Bonus (as a % of Base Salary) (%) 2016 | Target Bonus (as a % of Base Salary) (%) 2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Timothy T. Goodnow | 50 | 60 | 75 | |||||||
R. Don Elsey | 35 | 40 | 50 | |||||||
Lynne E. Kelley | N/A | 35 | 35 | |||||||
For 2015, bonuses were based on Senseonics, Incorporated's achievement of specified corporate goals, including completing enrollment in the European pivotal clinical trial, receiving IDE approval for the U.S. pivotal clinical trial, obtaining CE Mark approval for Eversense, commercializing Eversense in at least one European market and completing a successful surveillance audit. Based on the level of achievement, the Senseonics, Incorporated Compensation Committee awarded Dr. Goodnow and Mr. Elsey 84% of their target bonuses based on their 2015 base salary, respectively.
For 2016,2019, bonuses were based on our achievement of specified corporate goals, including submitting regulatory approval documents related toachieving specified revenue targets, achieving specified customer retention targets, achieving specified payor coverage targets, completion of all patient visits in our U.S. clinical180-day sensor pivotal trial, increasing manufacturing capacity, completing the enrollmentachieving a cost of our U.S. pivotal clinical trial, demonstrating an increase ingoods sold
![[MISSING IMAGE: tm212429d3-pc_sensvotpg14c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-049756/tm212429d3-pc_sensvotpg14c.jpg)
![[MISSING IMAGE: tm212429d3-pc_sensvotpg24c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-049756/tm212429d3-pc_sensvotpg24c.jpg)
![[MISSING IMAGE: tm212429d3-pc_sensvotpg34c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-049756/tm212429d3-pc_sensvotpg34c.jpg)
![[MISSING IMAGE: tm212429d3-pc_sensvotpg44c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-049756/tm212429d3-pc_sensvotpg44c.jpg)