UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| | 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. | | |
| | 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. | |
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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.
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
internet.
Annual Meeting, that list of stockholders will be available for examination by any stockholder of record at www.meetingcenter.io/
287313941.Beneficial Owner: Shares Registered in the Name of Broker or Bank
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.
5, 2021.
Can I change my vote after submitting my proxy?
bank or vote online at the Annual Meeting.
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.
”
For
| 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) | |
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.
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
Company.
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.
Company.
Company.
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.
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.
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.
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 | | |
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 |
independent 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 and quarterly 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.
2020.
executives at our peer group companies. Our management did not have the ability to direct Willis Towers Watson'sWatson’s work.
appropriate, given the current needs of us and the Board of Directors, to maintain a balance of knowledge, experience and capability.
relate to questionable accounting or auditing matters involving us will be promptly and directly forwarded to 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 | |||
| | | | | | | |
| | | | | | | |
| | | | | | | |
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
Business.
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
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 |
share voting and dispositive power over, and be the indirect beneficial ownersconversion of the shares 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 on April 4, 2016November 5, 2020 by NEA 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 of NEA 10, NEA 9 and NEA VIIPHC Holdings Corporation is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.
10 and (e) and 54,629 shares of common stock underlying optionsunits that are exercisablevest within 60 days of March 31, 2017.
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
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:
We refer to these executive officers in this proxy statement as our named executive officers.
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 |
Narrative to Summary Compensation Table
Senseonics, Incorporated
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
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
These actualsalaries. Dr. Kaufman also received 87% of her target bonus, pro-rated based on her start date in 2019.
In the case of the 2020 bonuses, the amounts payable to our named executive officers by virtue of the positive discretion described above are reflected in the “Bonus” column of the Summary Compensation Table above.
We award
share) and terminated the related Rule 10b5-1 plan.
Name | | | RSUs | | |||
Timothy T. Goodnow | | | | | 3,836,957 | | |
Mukul Jain | | | | | 1,902,174 | | |
Francine R. Kaufman | | | | | 1,021,739 | | |
Name | | | RSUs | | |||
Timothy T. Goodnow | | | | | 673,268 | | |
Mukul Jain | | | | | 260,483 | | |
Francine R. Kaufman | | | | | 310,884 | | |
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of shares that have not vested (#) | | | Market value of shares that have not vested ($)(6) | | | Number of unearned shares or units that have not vested (#) | | | Market or payout value of unearned shares or units that have not vested ($)(6) | | ||||||||||||||||||||||||
Timothy T. Goodnow | | | | | 173,113 | | | | | | — | | | | | | 1.95 | | | | | | 7/24/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 347,652 | | | | | | — | | | | | | 2.97 | | | | | | 4/12/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 734,375 | | | | | | 15,625(1)(4) | | | | | | 2.74 | | | | | | 1/17/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 550,940 | | | | | | 226,857(2)(4) | | | | | | 2.62 | | | | | | 2/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 383,333 | | | | | | 416,667(3)(4) | | | | | | 2.72 | | | | | | 1/16/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,877,718 | | | | | | 2,503,615 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 673,268 | | | | | | 585,743 | | |
Mukul Jain | | | | | 153,774 | | | | | | — | | | | | | 0.46 | | | | | | 9/11/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 255,599 | | | | | | — | | | | | | 0.54 | | | | | | 6/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 108,686 | | | | | | — | | | | | | 0.54 | | | | | | 12/4/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 134,239 | | | | | | — | | | | | | 1.95 | | | | | | 7/24/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 145,254 | | | | | | | | | | | | 2.97 | | | | | | 4/12/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 307,666 | | | | | | 6,546(1)(4) | | | | | | 2.73 | | | | | | 1/20/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 350,760 | | | | | | 144,431(2)(4) | | | | | | 2.62 | | | | | | 2/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 254,354 | | | | | | 278,646(3)(4) | | | | | | 2.72 | | | | | | 1/16/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,426,630 | | | | | | 1,241,168 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 260,483 | | | | | | 226,620 | | |
Francine R Kaufman | | | | | 240,625 | | | | | | 309,375(4)(5) | | | | | | 3.07 | | | | | | 3/03/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 766,304 | | | | | | 666,684 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 310,884 | | | | | | 270,469 | | |
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Timothy T. Goodnow | 2,038,610 | — | 0.54 | 12/2/2020 | |||||||||
589,093 | — | 0.54 | 2/28/2021 | ||||||||||
267,734 | 196,640 | (2) | 0.54 | 6/4/2024 | |||||||||
78,001 | 142,235 | (3) | 1.95 | 7/22/2025 | |||||||||
57,942 | 289,710 | (5) | 2.97 | 4/12/2026 | |||||||||
R. Don Elsey | 298,019 | 352,205 | (4) | 0.54 | 12/4/2024 | ||||||||
47,453 | 86,787 | (3) | 1.95 | 7/22/2025 | |||||||||
46,628 | 233,139 | (5) | 2.97 | 4/12/2026 | |||||||||
Lynne E. Kelley | — | 334,996 | (6) | 2.97 | 4/12/2026 |
his target bonus, employee benefithealthcare continuation coverage for up to 18 months, and reimbursement of expenses owed to him through the date of his termination. If Dr. Goodnow'sGoodnow’s employment is terminated by us other than forwithout cause or if he resigns for good reason, coincident with a change in control (as defined in his employment agreement), he would be entitled to the benefits described above, although he would be entitled to 150%, rather than 100%, of his target bonus, and 50% of his then unvested equity awards would become fully vested. Additionally, if Dr. Goodnow'sGoodnow’s employment is terminated by us or any successor entity without cause within 12 months following a change in control, then 100% of his then unvested equity awards shall become fully vested.
Additionally, all of the options granted to Dr. Goodnow prior to our public offering in March 2016 will become fully vested upon a change in control.
Additionally, all of the options granted to Dr. Jain prior to our public offering in March 2016 will become fully vested upon a change in control.
401(k) Plan
Equity Incentive Plans
2015 Equity Incentive Plan
The Senseonics, Incorporated Board of Directors adopted our 2015 plan on December 1, 2015, and the Senseonics, Incorporated stockholders subsequently approved the 2015 plan on December 4, 2015. In connection with the Acquisition, we assumed the 2015 plan, including all awards that were then outstanding under the 2015 plan. In connection with our public offering, in February 2016, our Board of Directors adopted and our stockholders approved an Amended and Restated 2015 Equity Incentive Plan, or the amended and restated 2015 plan. The amended and restated 2015 plan became effective on March 17, 2016.
Authorized Shares
The number of shares of common stock that may be issued pursuant to equity awards under the 2015 plan was initially 839,000 shares. Pursuant to the amended and restated 2015 plan, which become effective upon the pricing of our public offering, the number of shares of common stock that may be issued pursuant to equity awards was initially up to 17,251,115 shares, representing 8,000,000 shares plus up to an additional 9,251,115 shares, in the event that options that were outstanding under the 1997 plan as of February 16, 2016 expire or otherwise terminate without having been exercised (in such case, the shares not acquired will revert to and become available for issuance under the amended and restated 2015 plan). The number of shares of our common stock reserved for issuance under our amended and restated 2015 plan will automatically increase on January 1 of each year, beginning on January 1, 2017 and ending on January 1, 2026, by 3.5% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by our Board of Directors. The maximum number of shares that may be issued pursuant to exercise of incentive stock options under the amended and restated 2015 plan will be 17,251,115 shares. As of December 31, 2016, a total of 4,894,146 shares were available for future issuance and options to purchase 11,354,418 shares of common stock at a weighted average exercise price of $1.27 per share were outstanding. As of January 1, 2017, the number of shares of common stock that may be issued under the amended and restated 2015 plan was automatically increased by 3,274,937 shares, representing 3.5% of the total number of shares of common stock outstanding on December 31, 2016, increasing the number of shares of common stock remaining available for issuance under the amended and restated 2015 plan to 8,169,083 shares.
Shares issued under our amended and restated 2015 plan may be authorized but unissued or reacquired shares of our common stock. Shares subject to stock awards granted under our amended and restated 2015 plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under our amended and restated 2015 plan. Additionally, shares issued pursuant to stock awards under our amended and restated 2015 plan that we repurchase or that are forfeited, as well as shares reacquired
by us as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under our amended and restated 2015 plan.
Administration
Our Board of Directors, or a duly authorized committee thereof, has the authority to administer our amended and restated 2015 plan. Our Board of Directors has delegated its authority to administer our amended and restated 2015 plan to our Compensation Committee under the terms of the Compensation Committee's charter. Our Board of Directors may also delegate to one or more of our officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares of our common stock to be subject to such stock awards. Subject to the terms of our amended and restated 2015 plan, the administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share of our common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under our amended and restated 2015 plan.
The administrator has the power to modify outstanding awards under our amended and restated 2015 plan. Subject to the terms of our amended and restated 2015 plan, the administrator has the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration or take any other action that is treated as a repricing under GAAP with the consent of any adversely affected participant.
Section 162(m) Limits
No participant may be granted stock awards covering more than 1,000,000 shares of our common stock under our amended and restated 2015 plan during any calendar year pursuant to stock options, stock appreciation rights and other stock awards whose value is determined by reference to an increase over an exercise price or strike price of at least 100% of the fair market value of our common stock on the date of grant. Additionally, no participant may be granted in a calendar year a performance stock award covering more than 1,000,000 shares of our common stock or a performance cash award having a maximum value in excess of $3.0 million under our amended and restated 2015 plan. These limitations enable us to grant awards that will be exempt from the $1.0 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code.
Performance Awards
Our amended and restated 2015 plan permits the grant of performance-based stock and cash awards that may qualify as performance-based compensation that is not subject to the $1.0 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code. To enable us to grant performance-based awards that will qualify, our Compensation Committee can structure such awards so that the stock or cash will be issued or paid pursuant to such award only following the achievement of specified pre-established performance goals during a designated performance period.
Corporate Transactions
Our amended and restated 2015 plan provides that in the event of a specified corporate transaction, including without limitation a consolidation, merger or similar transaction involving our
company, the sale, lease or other disposition of all or substantially all of the assets of our company or the consolidated assets of our company and our subsidiaries, or a sale or disposition of at least 50% of the outstanding capital stock of our company, the administrator will determine how to treat each outstanding equity award. The administrator may:
The administrator is not obligated to treat all equity awards or portions of equity awards, even those that are of the same type, in the same manner. The administrator may take different actions with respect to the vested and unvested portions of an equity award.
Change of Control
The administrator may provide, in an individual award agreement or in any other written agreement between us and the participant, which the equity award will be subject to additional acceleration of vesting and exercisability in the event of a change of control. In the absence of such a provision, no such acceleration of the award will occur.
Plan Amendment or Termination
Our Board of Directors has the authority to amend, suspend or terminate our amended and restated 2015 plan, provided that such action does not materially impair the existing rights of any participant without such participant's written consent. No incentive stock options may be granted after the tenth anniversary of the date our Board of Directors adopted our amended and restated 2015 plan.
1997 Stock Option Plan
The Board of Directors and stockholders of Senseonics, Incorporated approved the 1997 plan, which became effective in March 1997, and it was further amended and restated by the Senseonics, Incorporated Board of Directors and stockholders most recently in June 2011. In connection with the Acquisition, we assumed the 1997 plan. As of December 31, 2016, there were outstanding stock options covering a total of 9,251,164 shares granted under the 1997 plan.
Upon the effectiveness of the 2015 Plan, we no longer grant awards under the 1997 plan.
Types of Awards. The 1997 plan provided for the grant of incentive stock options and nonqualified stock options. Nonqualified stock options may be granted to employees, including officers, non-employee directors and consultants of us and our affiliates. Incentive stock options may be granted only to employees.
Share Reserve. The aggregate number of shares of common stock reserved for issuance pursuant to stock options under the 1997 plan was 10,644,109 shares, less any shares issued as restricted stock, which was also the maximum number of shares that may be issued upon the exercise of ISOs under the 1997 plan.
If a stock option granted under the 1997 plan expires, terminates or is otherwise canceled without being exercised in full, or if we reacquire shares of unvested common stock issued pursuant to the founder's stock purchase agreements, the shares of our common stock not acquired pursuant to the stock option or forfeited will again become available for subsequent issuance as options under the 2015 plan.
Administration. Our Board of Directors, or a duly authorized committee thereof, had the authority to administer the 1997 plan. Subject to the terms of the 1997 plan, the Board of Directors or the authorized committee, referred to herein as the plan administrator, had full power and authority to take all actions and make all determinations required or provided under the 1997 plan and any stock option agreement for stock options granted under the 1997 plan. The plan administrator determined recipients, dates of grant, the numbers and types of stock options to be granted and the terms and conditions of the stock options, including the period of their exercisability and vesting schedule. Subject to the limitations set forth below, the plan administrator also determined the exercise price of stock options granted and the types of consideration to be paid upon exercise of stock options.
Stock Options. Incentive stock options and nonqualified stock options were granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determined the exercise price for a stock option, within the terms and conditions of the 1997 plan, provided that the exercise price of a stock option cannot be less than the greater of par value or 100% of the fair market value of our common stock on the date of grant. Options granted under the 1997 plan vest at the rate specified by the plan administrator.
The plan administrator determined the term of stock options granted under the 1997 plan. In accordance with an optionholder's stock option agreement, if an optionholder's service relationship with us, or any of our affiliates, ceases for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. If an optionholder's service relationship with us or any of our affiliates ceases due to disability or death, the optionholder may generally exercise any vested options for a period of 12 months following disability or death. In the event of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may an option be exercised beyond the expiration of its term.
Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option were determined by the plan administrator and included in the option agreement and could include (i) cash or check, (ii) the tender of shares of the common stock of Senseonics, Incorporated previously owned by the optionholder, (iii) a combination of the foregoing, and (iv) a broker-assisted cashless exercise.
Unless the plan administrator provides otherwise in the stock option agreement governing the terms of the option, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order.
Tax Limitations on Incentive Stock Options. The aggregate fair market value, determined at the time of grant, of our common stock with respect to incentive stock options that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as nonqualified stock options. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (ii) the option is not exercisable after the expiration of five years from the date of grant.
Changes to Capital Structure. In the event that there is a specified type of change in our capital structure, such as a stock split or recapitalization, appropriate adjustments will be made to (i) the class and maximum number of shares reserved for issuance under the 1997 plan and (ii) the class and number of shares and exercise price, strike price, or purchase price of all outstanding stock options.
Certain Reorganizations and Mergers. If we are the surviving corporation in any reorganization, merger or consolidation with any other corporation, the number and class of shares and the exercise price subject to stock options previously granted under the 1997 plan will be proportionately adjusted to reflect the transaction.
Other Corporate Transactions. In the event of (i) our dissolution or liquidation, (ii) a merger, consolidation or reorganization following which we are not the surviving corporation, (iii) a sale of substantially all of our assets to another person or entity or (iv) any transaction that results in a change in control, all stock options granted under the 1997 plan will terminate, unless in connection with the transaction the Board of Directors approves the assumption of outstanding stock options by the successor corporation or the substitution of outstanding options for new options covering stock of the successor corporation or its parent, with appropriate adjustments to the number and kind of shares and the exercise prices of the stock options. In the event the outstanding stock options are terminated in connection with a transaction, the optionholders will have an opportunity to exercise their vested outstanding stock options before the occurrence of the transaction during such period as determined by the Board of Directors in its sole discretion.
Under the 1997 plan, a change in control is generally defined as any transaction that results in any person or entity, other than a person or entity who was a holder of Senseonics, Incorporated securities on June 30, 1998, owning 50% or more of the combined voting power of all classes of our stock, unless (i) the person or entity becomes the owner of 50% or more of the combined voting power of our stock due to our issuing new securities to the person or entity (other than an issuance pursuant to an underwritten public offering in which the acquisition is not approved by the Board of Directors) or (ii) at least two-thirds of members of the Board of Directors determine that the transaction does not constitute a change in control for purposes of the 1997 plan.
2016 Employee Stock Purchase Plan
In February 2016, our Board of Directors adopted and our stockholders approved a 2016 Employee Stock Purchase Plan, or our 2016 ESPP. The 2016 ESPP became effective on March 17, 2016. We have no current plans to grant purchase rights under our 2016 ESPP.
The maximum number of shares of our common stock that may be issued under our 2016 ESPP was initially 800,000 shares. Additionally, the number of shares of our common stock reserved for issuance under our 2016 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2017 and ending on and including January 1, 2026, by 1.0% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year; provided, however, our Board of Directors may act prior to the first day of any calendar year to provide that there will be no January 1 increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of common stock. As of January 1, 2017, the number of shares of common stock that may be issued under the 2016 ESPP was automatically increased by 935,696 shares, representing 1.0% of the total number of shares of common stock outstanding on December 31, 2016, increasing the number of shares of common stock available for issuance under the amended and restated 2015 plan to 1,735,696 shares. Shares subject to purchase rights granted under our 2016 ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under our 2016 ESPP.
Our Board of Directors, or a duly authorized committee thereof, will administer our 2016 ESPP. We expect our Board of Directors will delegate its authority to administer our 2016 ESPP to our Compensation Committee under the terms of the Compensation Committee's charter.
Employees, including executive officers, of ours or any of our designated affiliates may have to satisfy one or more of the following service requirements before participating in our 2016 ESPP, as determined by the administrator: (i) customary employment with us or one of our affiliates for more than 20 hours per week and more than five months per calendar year; or (ii) continuous employment with us or one of our affiliates for a minimum period of time, not to exceed two years, prior to the first date of an offering. An employee may not be granted rights to purchase stock under our 2016 ESPP if such employee (i) immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of our common stock, or (ii) holds rights to purchase stock under our 2016 ESPP that would accrue at a rate that exceeds $25,000 worth of our stock for each calendar year that the rights remain outstanding.
A component of our 2016 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code and the provisions of this component will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, the 2016 ESPP authorizes the grant of options to purchase shares of our common stock that do not meet the requirements of Section 423 of the Code because of deviations necessary to permit participation in the 2016 ESPP by employees who are foreign nationals or employed outside of the United States while complying with applicable foreign laws. Any such options must be granted pursuant to rules, procedures or subplans adopted by our Board of Directors designed to achieve these objectives for eligible employees and our company. The administrator may specify offerings with a duration of not more than 27 months, and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our common stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine the terms of offerings under our 2016 ESPP.
Our 2016 ESPP permits participants to purchase shares of our common stock through payroll deductions of up to 15% of their earnings. Unless otherwise determined by the administrator, the purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with us.
A participant may not transfer purchase rights under our 2016 ESPP other than by will, the laws of descent and distribution or as otherwise provided under our 2016 ESPP.
In the event of a specified corporate transaction, such as a merger or change in control of our company, a successor corporation may assume, continue or substitute each outstanding purchase right. If the successor corporation does not assume, continue or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new exercise date will be set. The participants' purchase rights will be exercised on the new exercise date and such purchase rights will terminate immediately thereafter.
Our Board of Directors has the authority to amend, suspend or terminate our 2016 ESPP, at any time and for any reason. Our 2016 ESPP will remain in effect until terminated by our Board of Directors in accordance with the terms of the 2016 ESPP.
Non-Employee Director Compensation
policy, we pay each of our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chairman of each committee receives a higher retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board of Directors. No retainers were paid in respect of any period prior to the completion of our 2016 public offering. In October 2018, we amended our non-employee director compensation policy to increase the annual service retainers, based upon market data of comparable companies and recommendations presented by Willis Towers Watson. The retainers paid to non-employee directors for service on the Board of Directors and for service on each committee of the Board of Directors on which the director is a member are as follows:
| | | Member Annual Service Retainer | | | Chairman Additional Annual Service Retainer | | ||||||
Board of Directors | | | | $ | 37,500 | | | | | $ | 30,000 | | |
Audit Committee | | | | | 7,500 | | | | | | 11,250 | | |
Compensation Committee | | | | | 6,000 | | | | | | 6,600 | | |
Nominating and Corporate Governance Committee | | | | | 4,000 | | | | | | 3,625 | | |
| Member Annual Service Retainer | Chairman Additional Annual Service Retainer | |||||
---|---|---|---|---|---|---|---|
Board of Directors | $ | 35,000 | $ | 20,000 | |||
Audit Committee | 7,500 | 11,250 | |||||
Compensation Committee | 6,000 | 6,600 | |||||
Nominating and Corporate Governance Committee | 4,000 | 3,625 |
Our non-employee director compensation policy permits non-employee directors to elect to receive all or a portion of the annual cash compensation in the form of shares of our common stock. In addition, under our non-employee director compensation policy, each non-employee director elected to our Board of Directors will receive an option to purchase shares of common stock with an aggregate Black-Scholes option value of $212,500. The shares subject to each such stock option will vest monthly over a three year period, subject to the director'snon-employee director’s continued service as a director. director through each applicable vesting date.
On June 20, 2016, we entered into a letter agreement
the date of grant.
Dr. Goodnow's The compensation of Drs. Goodnow and Kaufman as annamed executive officerofficers is set forth belowabove under "Executive Compensation—“Executive Compensation - Summary Compensation Table."
Name | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2) ($) | | | Total ($) | | |||||||||
Stephen P. DeFalco(3) | | | | | 0 | | | | | | 200,739 | | | | | | 200,739 | | |
Edward J. Fiorentino(5) | | | | | 0 | | | | | | 176,615 | | | | | | 176,615 | | |
Justin Klein(3) | | | | | 25,500 | | | | | | 151,114 | | | | | | 176,614 | | |
Douglas S. Prince(4) | | | | | 30,125 | | | | | | 155,739 | | | | | | 185,864 | | |
Douglas A. Roeder(3) | | | | | 54,100 | | | | | | 125,615 | | | | | | 179,715 | | |
Steven Edelman(5) | | | | | 0 | | | | | | 173,114 | | | | | | 173,114 | | |
Anthony Raab | | | | | 0 | | | | | | 106,500 | | | | | | 106,500 | | |
Robert Schumm(6) | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Total ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stephen P. DeFalco(3) | 46,969 | 1,164,000 | 107,171 | 1,318,140 | |||||||||
M. James Barrett(3) | 29,250 | — | 107,171 | 136,421 | |||||||||
Edward J. Fiorentino(4) | 36,375 | — | 107,171 | 143,546 | |||||||||
Justin Klein(3) | 36,375 | — | 107,171 | 143,546 | |||||||||
Douglas S. Prince(4) | 43,313 | — | 107,171 | 150,484 | |||||||||
Douglas A. Roeder(3) | 38,700 | — | 107,171 | 145,871 | |||||||||
Steven Edelman(5) | 28,250 | — | 212,498 | 240,748 |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by security holders | | | | | 29,657,407 | | | | | $ | 1.19 | | | | | | 9,245,611(1) | | |
Equity compensation plans not approved by security holders | | | | | 356,000 | | | | | | 1.31 | | | | | | 1,414,458(2) | | |
Total | | | | | 30,013,407 | | | | | | | | | | | | 10,660,069 | | |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders: | ||||||||||
1997 Plan(1) | 8,864,588 | $ | 0.75 | — | ||||||
2015 Plan(2) | 2,525,185 | $ | 3.06 | 4,894,146 | ||||||
2016 ESPP(3) | — | — | 800,000 | |||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||
| | | | | | | | | | |
Total | 11,389,773 | 5,694,146 |
Related Person Transactions Policy and Procedures
arrangements which are described under "Executive Compensation"“Executive Compensation” and "Non-Employee“Non-Employee Director Compensation."
”
Entities affiliatedconnection with New Enterprise Associates, Delphi Ventures, HealthCare Ventures,the contemporaneous financing transaction with PHC, is the president and chief executive officer of Ascensia.
In June 2010, Senseonics, Incorporated entered into a letter agreement with Stephen P. DeFalco, pursuant to which Mr. DeFalco provided Senseonics, Incorporated his services as the chairman of the Senseonics, Incorporated Board of Directors and, from June 2010 to November 2010, provided Senseonics, Incorporated with consulting services. Pursuant to the letter agreement, for his service as the chairman of the Senseonics, Incorporated Board of Directors, Mr. DeFalco was entitled to a fee of between 0.75% and 1.25% of the valuation of our company upon the closing of a public offering or a merger or consolidation with another company, a sale, disposition or lease of all or substantially all of their assets.
In December 2015, Senseonics, Incorporated and Mr.��DeFalco terminated this agreement and entered into a new agreement that superseded the prior agreement. Under the new agreement, Mr. DeFalco received a restricted stock grant of 190,000 shares of Senseonics, Incorporated common stock, which converted into 398,525 shares of Senseonics Holdings common stock in the Acquisition. One half of the shares covered by this restricted stock grant were fully vested on grant. The remainder would vest in full upon our completion of a public offering or private placement of our equity securities in which gross proceeds of at least $40 million are raised, which we refer to as a qualified financing. Additionally, upon a qualified financing, Mr. DeFalco would be entitled to receive a cash payment that, when combined with the value of the restricted stock grant, equals a percentage of our company valuation ranging between 0.75% to 1.25% of our company valuation, with the actual percentage determined based on the company valuation. Upon the completion of our public offering, which was a qualified financing, the remaining unvested shares vested immediately in full.
In June 2016, we entered into a letter agreement with Stephen P. DeFalco. Under the agreement, Mr. DeFalco received a fully vested restricted stock grant of 300,000 shares of our common stock in lieu of the cash payment required by, and in full satisfaction of our remaining obligations under, the December 2015 agreement.
Energy Capital, LLC Borrowing Facility
In connection with the Acquisition, we entered into a Note Purchase Agreement with Energy Capital, LLC, which holds more than five percent of our capital stock, pursuant to which Energy Capital could lend us an aggregate principal amount of up to $10.0 million, subject to specified conditions. During the year ended December 31, 2016, we borrowed an aggregate of $2.5 million from
Energy Capital, LLC. We repaid these borrowings in full with a portion of the proceeds of our public offering prior to December 31, 2016, and the Note Purchase Agreement was terminated. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness."
Indemnification Agreements
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provides that we will indemnify each of our directors to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also provide our Board of Directors with discretion to indemnify our officers and employees when determined appropriate by the Board of Directors.
In addition, we have entered into an indemnification agreement with our directors and executive officers.
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13, 2021
. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR both nominees listed and FOR Proposal 2. + 1. Election of Directors: 01 - Timothy T. Goodnow, Ph.D. For Withhold For Withhold 02 - M. James Barrett, Ph.D. ForAgainst Abstain 2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2017. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 02L06C Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION
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. Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 24, 2017. The Proxy Statement and the 2016 Annual Report 10K to Stockholders are available at: http://www.edocumentview.com/SENS q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Senseonics Holdings, Inc. Notice of 2017 Annual Meeting of Shareholders Courtyard Marriott Gaithersburg Washington Center, 204 Boardwalk Place, Gaithersburg, Maryland 20878 Proxy Solicited by Board of Directors for Annual Meeting – May 24, 2017 Timothy T. Goodnow and R. Don Elsey, or together or either of them, referred to herein as the Proxies, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Senseonics Holdings, Inc. to be held on May 24, 2017 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR both director nominees, and FOR Proposal 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)
MMMMMMMMMMMM . Admission Ticket MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:59 p.m., EDT, on May 23, 2017. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.envisionreports.com/sens • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommends a vote FOR both nominees listed and FOR Proposal 2. 1. Election of Directors: + For Withhold For Withhold 01 - Timothy T. Goodnow, Ph.D. 02 - M. James Barrett, Ph.D. ForAgainst Abstain 2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2017. Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 2 1 D V3 2 6 1 7 3 1 02L05C MMMMMMMMM C B A Annual Meeting Proxy Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION
. 2017 Annual Meeting Admission Ticket 2017 Annual Meeting of Senseonics Holdings, Inc. Stockholders Wednesday, May 24, 2017 at 9:00 a.m. Local Time Courtyard Marriott Gaithersburg Washington Center 204 Boardwalk Place, Gaithersburg, Maryland 20878 Upon arrival, please present this admission ticket and photo identification at the registration desk. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Senseonics Holdings, Inc. Notice of 2017 Annual Meeting of Shareholders Courtyard Marriott Gaithersburg Washington Center, 204 Boardwalk Place, Gaithersburg, Maryland 20878 Proxy Solicited by Board of Directors for Annual Meeting – May 24, 2017 Timothy T. Goodnow and R. Don Elsey, or together or either of them, referred to herein as the Proxies, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Senseonics Holdings, Inc. to be held on May 24, 2017 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR both director nominees, and FOR Proposal 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)