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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Notice of Annual Meeting of Stockholders to be Held June 12, 201711, 2018

Dear Stockholders:

You are cordially invited to attend our 20172018 Annual Meeting of Stockholders, or the Annual Meeting, which will be held at the headquarters of Invuity, Inc., located at 444 De Haro Street, San Francisco, CA 94107, on Monday, June 12, 2017,11, 2018, at 10:9:00 a.m., local time.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:

1.

To elect onetwo Class II directorIII directors for a three-year term to expire at the 20202021 Annual Meeting of Stockholders.



2.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2018.



3.

To transact any other business that may be properly brought before the Annual Meeting or any continuation, adjournment or postponement thereof.

All of our stockholders of record as of April 17, 2017,19, 2018, are entitled to attend and vote at the Annual Meeting and at any adjournment or postponement of the Annual Meeting.

Our board of directors recommends that you voteFOR the election of the director nomineenominees named in Proposal 1 andFOR the ratification of the appointment of our independent registered public accounting firm as provided in Proposal 2.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled "How can I vote my shares?" in this Proxy Statement or, if you requested to receive printed proxy materials, the enclosed proxy card.

By Order of the Board of Directors

Sincerely,

Philip SawyerScott Flora
Interim President and Chief Executive Officer

San Francisco, California
April 28, 201727, 2018

Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: May 1, 20172018

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PROXY STATEMENT FOR THE

20172018 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 201711, 2018

Our board of directors is soliciting proxies for use at our 20172018 Annual Meeting of Stockholders, or the Annual Meeting, to be held on Monday, June 12, 2017,11, 2018, at 10:9:00 a.m., local time, at the headquarters of Invuity, Inc., located at 444 De Haro Street, San Francisco, CA 94107. Invuity, Inc. is sometimes referred to herein as "we", "us", "our" or the "Company."

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

The following questions and answers are intended to briefly address potential questions that our stockholders may have regarding this Proxy Statement and the Annual Meeting. They are also intended to provide our stockholders with certain information that is required to be provided under the rules and regulations of the Securities and Exchange Commission, or the SEC. These questions and answers may not address all of the questions that are important to you as a stockholder. If you have additional questions about the Proxy Statement or the Annual Meeting, please see the response to the question entitled "Whom shall I contact with other questions?" below.

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The procedures for voting are as follows:

Stockholder of Record

If you are a stockholder of record, you may vote in person at the Annual Meeting. Alternatively, you may vote by proxy through the Internet, by phone or using the accompanying proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.

To vote in person, come to the Annual Meeting and you may request a ballot when you arrive.

To vote on the Internet, go towww.envisionreports.com/IVTY and follow the instructions provided on the website. In order to cast your vote, you will be asked to provide the control number from the Notice or, if you requested to receive printed proxy materials, the proxy card mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 11, 2017.10, 2018. Our Internet voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice.

To vote by phone, call toll-free 1-800-652-VOTE (1-800-652-8683) if calling from the United States, U.S. territories and Canada or 1-781-575-2300 if calling from foreign countries from any touch-tone telephone and follow the instructions. In order to cast your vote, you will be asked to provide the control number from the Notice or, if you requested to receive printed proxy materials, the proxy card mailed to you. Telephonic voting is

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available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 11, 2017.10, 2018. Our telephonic voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice.

To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. If you received a Notice and would like to request a proxy card by mail, please follow the instructions contained in the Notice.

Beneficial Owner

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 or a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply follow the instructions in the Notice received from your broker, bank or other agent to vote on the Internet or, if you received a proxy card by mail, complete, sign and return the proxy card to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included in the Notice or with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Stockholder of Record

If you are a stockholder of record, you may revoke your proxy in one of the four following ways:

•

you may vote again by Internet at a later time;



•

you may submit another properly completed proxy card with a later date;



•

you may send a written notice that you are revoking your proxy to Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer;Legal Counsel; or



•

you may attend the Annual Meeting and vote in person (however, simply attending the Annual Meeting will not, by itself, revoke your proxy or change your vote).

Your most current Internet proxy or proxy card will be the one that is counted at the Annual Meeting.

Beneficial Owner

If you are a beneficial owner of shares, you may revoke your proxy by following instructions provided by your broker, bank or other agent.

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PROPOSAL 1: ELECTION OF DIRECTORS

Our business is managed under the direction of our board of directors, which currently consists of six directors. Effective immediately prior to the Annual Meeting, the size of our board of directors will be reduced from six to five members. Our directors hold office until the earlier of their death, resignation, removal, or disqualification, or until their successors have been elected and qualified. Our board of directors is divided into three classes with staggered three-year terms. At each Annual Meeting of Stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election or until their earlier death, resignation or removal. Our directors are divided among the three classes as follows:

•

The Class I directors are Messrs. Lucier and Sawyer,Wolterman, and their terms will expire at our 2019 Annual Meeting of Stockholders;



•

The Class II directors are Mr.Messrs. Roberts and Dr. Zadno,Flora, and their terms will expire at thisour 2020 Annual Meeting;Meeting of Stockholders; and



•

The Class III directors are Messrs. Burke and Lipps, and their terms will expire at our 2018this Annual Meeting of Stockholders.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Prior to April 24, 2018, Class I consisted of one director, Class II consisted of three directors and Class III consisted of two directors. On April 24, 2018, our board of directors completed a process to re-align its members into three classes of nearly equal size. In order to facilitate this process, Daniel Wolterman agreed to change from a Class II member of our board of directors to a Class I member of our board of directors. To effect this change, the board increased the size of the board from six members to seven members to create a vacancy in Class I. Mr. Wolterman subsequently resigned as a Class II director and was immediately re-appointed to our board of directors as a Class I director. Immediately following the appointment of Mr. Wolterman as a Class I director, the board reduced the size of the board from seven members to six members and eliminated the vacancy in Class II.

At the Annual Meeting, our stockholders are being asked to vote for the Class IIIII director nomineenominees listed below to serve on our board of directors until our 20202021 Annual Meeting of Stockholders and until his successoreach of their successors has been elected and qualified, or until such director's death, resignation or removal. The nominee is anominees are current membermembers of our board of directors, whose term expiresterms expire at the Annual Meeting. The nominee hasnominees have consented to serve, if elected.

Provided that a quorum of stockholders is present at the Annual Meeting, directors will be elected by a plurality of the votes cast by the stockholders entitled to vote on this Proposal at the Annual Meeting. Abstentions, broker non-votes and votes withheld will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election.

If no contrary indication is made, proxies will be voted for the nominee,nominees, or, in the event that the nominee isnominees are not a candidatecandidates or isare unable to serve as a director at the time of the election, for any nominee who is designated by our board of directors to fill the vacancy.

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The following table lists the personindividuals recommended by the nominating and corporate governance committee of our board of directors and nominated by our board of directors to be elected as a director,directors, including relevant information as of April 15, 201719, 2018 regarding histheir age, business experience, qualifications, attributes, skills and other directorships:

NomineeNominees for Election to the Board of Directors
For a Three-Year Term Expiring at the 20202018 Annual Meeting of Stockholders
(Class II Director)III Directors)

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The following table lists the members of our board of directors that are continuing in office, including relevant information as of April 15, 201719, 2018 regarding their age, business experience, qualifications, attributes, skills and other directorships:

Term Expiring at the 20202019 Annual Meeting of Stockholders
(Class I Directors)

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Term Expiring at the 20182020 Annual Meeting of Stockholders
(Class IIIII Directors)

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Term Expiring at the Annual Meeting
(Class II Director)

The following table lists the member of our board of directors whose term expires at the Annual Meeting and is not standing for re-election, including relevant information as of April 15, 2017 regarding his age, business experience, qualifications, attributes, skills and other directorships:

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CORPORATE GOVERNANCE

Under the rules of the NASDAQ Global Market, independent directors must comprise a majority of a listed company's board of directors. In addition, the rules of the NASDAQ Global Market require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees be independent. Our board of directors has assessed the independence of each director and determined that Dr. Zadno and Messrs. Burke, Lipps, Lucier, Roberts, and RobertsWolterman are independent. We believe that the composition of our board of directors meets and will meet the requirements for independence under the current requirements of the NASDAQ Global Market.

There are no family relationships between any director, executive officer or personpersons nominated to become a director or executive director.

None of the directors or the nomineenominees for directordirectors was selected pursuant to any arrangement or understanding, other than with the directors of the Company acting within their capacity as such.

There are no legal proceedings related to any of the directors or the director nomineenominees which require disclosure pursuant to Items 103 or 401(f) of Regulation S-K.

The positions of chairman of the board and chief executive officer are presently separated. We believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead our board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as our board of directors' oversight responsibilities continue to grow. While our board of directors does not have a formal policy on whether the roles of chief executive officer and chairman of our board of directors should be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Currently, the independent chairman position is held by Gregory Lucier and our interim president and chief executive officer is Philip Sawyer.Scott Flora.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations and strategic direction.

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Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of our board of directors in overseeing the management of our risks is conducted primarily through committees of our board of directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting.

During 2016,2017, our board of directors met nine times (including telephonic meetings). Each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he served during the periods that he served.

Although we do not have a formal policy regarding attendance by members of our board of directors at our annual meetings of stockholders, we encourage all of our directors to attend. FiveFour directors attended our 20162017 Annual Meeting of Stockholders.

As required by the NASDAQ Global Market, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

Our board of directors has three standing committees: the audit committee, the compensation committee, and the nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of our board of directors when necessary to address specific issues. For instance, at the time of each of our initial public offering and our subsequent follow-on offering,offerings, we established a pricing committee to determine the offering price and other terms of each of the offerings. At present,Except for the pricing committees, no special committees have been established.

Directors are expected to attend all scheduled board and committee meetings and conduct advance review of board and committee meeting materials.

Each of the three standing committees has a written charter that has been approved by our board of directors. A copy of each charter is available on our website atwww.invuity.com.

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During 2016,2017, our audit committee met fivesix times (including telephonic meetings). Our audit committee is currently comprised of Dr. Zadno and Messrs. Burke and Roberts. Immediately prior to the Annual Meeting, Dr. Zadno will step down from the audit committee and Mr. Lucier will replace Dr. Zadno as a member of the audit committee immediately following the Annual Meeting. As such, following the Annual Meeting and contingent upon the re-election of Mr. Roberts, our audit committee will be comprised of Messrs. Burke, Lucier and Roberts. Mr. Burke serves as chair of the audit committee and is the audit committee's financial expert within the meaning of the regulations of the SEC. Our board of directors has assessed whether all members of the audit committee meet the composition requirements of the NASDAQ Global Market, including the requirements regarding financial literacy and financial sophistication. Our board of directors found that Dr. Zadno and Messrs. Burke, Lucier and Roberts met these requirements and are independent under SEC and the NASDAQ Global Market rules. The audit committee's primary responsibilities include:

•

appointing, approving the compensation of, and assessing the qualifications and independence of our independent registered public accounting firm, which currently is PricewaterhouseCoopers LLP;



•

overseeing the work of our independent registered public accounting firm, including the receipt and assessment of reports from the independent registered public accounting firm;



•

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



•

preparing the audit committee report required by SEC rules to be included in our annual proxy statements;



•

monitoring our internal control over financial reporting, disclosure controls and procedures;



•

reviewing our risk management status;



•

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



•

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



•

monitoring compliance with the code of ethics for financial management.

During 2016,2017, our compensation committee met threeseven times (including telephonic meetings). Our compensation committee is currently comprised of Messrs. Lipps Lucier and Roberts. Immediately prior to the Annual Meeting, Mr. Roberts will step down from the compensation committee. As such, following the Annual Meeting, the compensation committee will be comprised of Messrs. Lipps and Lucier.Wolterman. Mr. Lipps serves as the chair of the compensation committee. Our board of directors has assessed whether all members of our compensation committee meet the composition requirements of the NASDAQ Global Market. Our board of directors found that Messrs. Lipps Lucier and RobertsWolterman met these requirements and are independent under SEC and the NASDAQ Global Market rules. The compensation committee's responsibilities include:

•

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



•

determining the compensation of our chief executive officer and our other executive officers;



•

reviewing and making recommendations to our board of directors with respect to director compensation;

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•

overseeing an evaluation of our senior executives; and



•

overseeing and administering our cash and equity incentive plans.

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From time to time, the compensation committee may use outside compensation consultants to assist it in analyzing our compensation programs and in determining appropriate levels of compensation and benefits.

During 20162017, our nominating and corporate governance committee met one time (including telephonic meetings). Our nominating and corporate governance committee is currently comprised of Dr. Zadno and Messrs. Burke and Lipps. Immediately prior to the Annual Meeting, Dr. Zadno will step down from the nominating and corporate governance committee and, contingent upon his re-election, Mr. Roberts will replace Dr. Zadno as a member of the nominating and corporate governance committee following the Annual Meeting. As such, following the Annual Meeting and contingent upon the re-election of Mr. Roberts, our nominating and corporate governance committee will be comprised of Messrs. Burke, Lipps and Roberts. Mr. Burke serves as the chair of the nominating and corporate governance committee. Our board of directors has assessed whether all members of our nominating and corporate governance committee meet the composition requirements of the NASDAQ Global Market. Our board of directors found that Dr. Zadno and Messrs. Burke, Lipps and Roberts met these requirements and are independent under SEC and the NASDAQ Global Market rules. The nominating and corporate governance committee's responsibilities include:

•

identifying individuals qualified to become members of our board of directors;



•

recommending to our board of directors the persons to be nominated for election as directors and to each of our board's committees;



•

reviewing and making recommendations to our board of directors with respect to management succession planning;



•

developing, updating and recommending to our board of directors corporate governance principles and policies;



•

overseeing the evaluation of our board; and



•

reviewing and making recommendations to our board of directors with respect to director compensation.

None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or its compensation committee. None of the current members of the compensation committee of our board of directors has ever been one of our employees.

The goal of our nominating and corporate governance committee, which we refer to as the committee for purposes of this section, is to assemble a well-rounded board of directors that consists of directors with backgrounds that are complementary to one another, reflecting a variety of experiences, skills and expertise.

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In considering whether to recommend any candidate for inclusion in the slate of recommended nominees for our board of directors, including candidates recommended by stockholders, the committee reviews with our board of directors the qualifications for director candidates as set forth in our corporate governance guidelines.

Directors must possess the highest personal and professional ethics, integrity and values. Necessary qualifications may include: the ability to make independent judgments, general understanding of the Company's business, other board service, professional background, education and diversity.

While we do not have a policy regarding board diversity, it is one of a number of factors that the committee takes into account in identifying nominees.

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The committee believes it is appropriate for our Interim President and Chief Executive Officer to serve as a member of our board of directors.

The committee currently has a policy of evaluating nominees recommended by stockholders in the same manner as it evaluates other nominees. We do not intend to treat stockholder recommendations in any manner different from other recommendations. Under our amended and restated bylaws, stockholders wishing to propose a director nominee should send the proper written notice to our corporate secretary at the principal executive offices of the company. To be timely for our 20182019 Annual Meeting of Stockholders, a stockholder's notice must be received by the corporate secretary no later than March 17, 20182019 and no earlier than February 15, 2018.2019. We have not received director candidate recommendations from our stockholders.stockholders for our 2018 Annual Meeting of Stockholders.

Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics is available on our website atwww.invuity.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements.

Stockholders seeking to communicate with our board of directors, as a whole, may send such communication to: Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer.Legal Department. Stockholders seeking to communicate with an individual director, in his or her capacity as a member of our board of directors, may send such communication to the same address to the attention of such individual director. We will promptly forward any such stockholder communication to each director to whom such stockholder communication is addressed to the address specified by each such director.

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DIRECTOR COMPENSATION

Under our outside director compensation policy for fiscal year 2016,2017, each of our non-employee directors received compensation for his service consisting of annual cash retainers and equity awards, as noted below. Accordingly, Mr. Sawyer, an executive officer of the Company, iswas not eligible for awards under our outside director compensation policy. We also reimburse our non-employee directors for expenses associated with attending board and committee meetings.

Non-employee directors are eligible to receive the following cash compensation for their services:

•

$45,000 per year for service as a board member;



•

$40,000 per year for service as chairman of the board;



•

$25,000 per year additionally for service as chairman of the audit committee;



•

$12,500 per year additionally for service as an audit committee member;



•

$12,500 per year additionally for service as chairman of the nominating and corporate governance committee;



•

$6,500 per year additionally for service as a nominating and corporate governance committee member;



•

$20,000 per year additionally for service as chairman of the compensation committee; and



•

$10,000 per year additionally for service as a compensation committee member.

All cash payments to non-employee directors were paid quarterly in arrears on a prorated basis.

Non-employee directors are eligible to receive all types of equity awards (except incentive stock options) under our 2015 Equity Incentive Plan, or the 2015 Plan, (or the applicable equity plan in place at the time of grant) including discretionary awards not covered under our outside director compensation policy. All grants of awards under our outside director compensation policy will be automatic and nondiscretionary.

Subject to the terms of the outside director compensation policy, on the date of each Annual Meeting of Stockholders, each non-employee director will receive an equity award having a grant date fair value equal to $125,000, or the Annual Award. The Annual Award will be comprised of stock options and restricted stock units, or RSUs, each having a grant date fair value of approximately 50%100% of the aggregate value of the Annual Award. Each stock optionRSU award granted at the 20162017 Annual Meeting of Stockholders will vest as to 100% of the shares subject thereto upon the first annual anniversary ofon the date of grantthe Annual Meeting, unless such director has elected to receive his Annual Award in the form of such stock options, subjectDeferred Restricted Stock Units ("Deferred RSUs"). Pursuant to the individual's continued service throughterms of the applicable vesting date. EachCompany's Restricted Stock Unit Deferral Program for Outside Directors, as amended and restated from time to time (the "Deferred RSU award granted atProgram"), non-employee directors may elect to receive their Annual Awards in the 2016 Annual Meetingform of Stockholders vested asDeferred RSUs and thereby to 100%defer receipt of the shares subject thereto 30 days aftercorresponding to any vested Deferred RSUs to a future date in accordance with the dateterms of grantthe Deferred RSU Program and the 2015 Plan. The terms of any such Deferred RSUs subjectgranted to a non-employee director, including vesting provisions, shall be governed in accordance with the individual's continued service throughDeferred RSU Program and the applicable vesting date.award agreement.

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The grant date fair value of all equity awards granted under our outside director compensation policy is determined in accordance with accounting principles generally accepted in the United States of America.

Any award granted under our outside director compensation policy will fully vest in the event of a change in control, as defined in our 2015 Plan, provided that the individual remains a director through such change in control.

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The following table sets forth a summary of the compensation received by our non-employee directors who received compensation during our fiscal year ended December 31, 2016:2017:

The aggregate number of shares subject to outstanding stock awards and stock option awards for each of our non-employee directors as of December 31, 20162017 was:

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017.2018. Although not required by applicable law, or our amended and restated certificate of incorporation or amended and restated bylaws, as a matter of good corporate governance, we are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants. PricewaterhouseCoopers LLP has audited our financial statements since 2010.

We expect that representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, and will be available to respond to appropriate questions from stockholders. Additionally, the representatives of PricewaterhouseCoopers LLP will have an opportunity to make a statement if they so desire.

The affirmative vote of a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the appointment of PricewaterhouseCoopers LLP. Abstentions will be counted toward the tabulation of votes cast on this Proposal and will have the same effect as a vote against the proposal. Broker non-votes will be counted toward a quorum but not counted for any purpose in determining whether this Proposal has been approved.

If our stockholders fail to ratify the appointment of PricewaterhouseCoopers LLP, our audit committee will reconsider whether to retain the firm. Even if the selection is ratified, our audit committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if it determines that such a change would be in our best interests and the best interests of our stockholders.

The following table represents aggregate fees billed to us for services related to the fiscal years ended December 31, 20162017 and 20152016 by PricewaterhouseCoopers LLP.

Our audit committee has considered whether the provision of non-audit services is compatible with maintaining the independence of PricewaterhouseCoopers LLP, and has concluded that the provision of such services is compatible with maintaining the independence of our auditors.

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The audit committee, or the chair of the audit committee, must pre-approve any audit and non-audit service provided to the Company by the independent auditor, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Committee or if such service falls within available exceptions under SEC rules. In fiscal years 20152016 and 2016,2017, all fees identified above under the captions "Audit Fees," "Audit-Related Fees," "Tax Fees," and "All Other Fees" that were billed by PricewaterhouseCoopers LLP were approved by the audit committee in accordance with SEC requirements.

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AUDIT COMMITTEE REPORT

The audit committee oversees our financial reporting process on behalf of the Company's board of directors, but management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed the audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 20162017 with management, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and the effect of any new accounting initiatives.

The audit committee reviewed and discussed with PricewaterhouseCoopers LLP, which is responsible for expressing an opinion on the conformity of the Company's audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the audit committee under generally accepted auditing standards, including Auditing Standard No. 1301, "Communication with Audit Committees".Committees." In addition, the audit committee has discussed with PricewaterhouseCoopers LLP, its independence from management and the Company, has received from PricewaterhouseCoopers LLP the written disclosures and the letter required by Public Company Accounting Oversight Board Rule 3526 (Independence Discussions with Audit Committees), and has considered the compatibility of non-audit services with the auditors' independence.

We have met with PricewaterhouseCoopers LLP to discuss the overall scope of its services, the results of its audit and reviews, and the overall quality of the Company's financial reporting. PricewaterhouseCoopers LLP, as the Company's independent registered public accounting firm, also periodically updates the audit committee about new accounting developments and their potential impact on the Company's reporting. Our meetings with PricewaterhouseCoopers LLP were held with and without management present. Members of the audit committee are not employed by the Company, nor does the audit committee provide any expert assurance or professional certification regarding the Company's financial statements. We rely, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company's independent registered public accounting firm.

In reliance on the reviews and discussions referred to above, we recommended to the board of directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.2017. We and the Company's board of directors also recommended, subject to stockholder approval, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017.2018.

This report of the audit committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the audit committee.

Respectfully submitted,
AUDIT COMMITTEE

William Burke, Chairman
Eric Roberts
Reza Zadno, Ph.D.Greg Lucier

This Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

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EXECUTIVE OFFICERS

Our executive officers, and their respective ages and positions with us as of April 15, 2017,19, 2018, are as follows:

Mr. Sawyer'sFlora's biography can be found under the section titled "Proposal 1: Election of Directors—Members of the Board of Directors Continuing in Office".

James Mackaness has served as our Chief Financial Officer since August 2015. Prior to joining us, Mr. Mackaness served as Chief Financial Officer and Chief Operating Officer of IRIDEX Corporation, a medical device company, from August 2012 to August 2015 and as Chief Financial Officer from Jan 2008 to August 2012. From September 2001 to December 2007, Mr. Mackaness served as Chief Financial Officer and Vice President of Finance of NextHop Technologies, Inc., a networking wireless technology company. Prior to that, Mr. Mackaness served as Chief Financial Officer and Vice President of Finance of Infogear Technologies Corporation and held management positions at Cisco Systems, Inc., Electroglas, Inc. and Ernst & Young LLP. Mr. Mackaness received a B.A. with honors in Psychology from the University of Warwick, England and is a Chartered Accountant and member of the Institute of Chartered Accountants of England and Wales.

Marcia Fish has served as our Chief Human Resources Officer since October 2017. Prior to joining us, Ms. Fish served as Chief Human Resources Officer of Marlin Equity Partners, a private equity firm, from 2014 to 2017. From 1990 to 2013, Ms. Fish served in a number of roles of increasing responsibility at General Electric, a multinational conglomerate, including serving as Human Resources lead for several U.S. and ex-U.S. businesses. Ms. Fish received a B.A. in Industrial and Labor Relations from Cornell University and an M.B.A. from Duke University's Fuqua School of Business.

Andrew Sale has served as our Senior Vice President of Global Sales since January of 2017. Prior to joining us, Mr. Sale served as Vice President at Alpha Genomix Laboratories from August 2015 to June 2016. From April 2004 to December 2014, Mr. Sale served in a variety of roles at Intuitive Surgical, a publicly traded manufacturer of robotic surgical systems, including Sales Manager, Sales Director, Area Vice President, Regional Vice President and in his last role was responsible for all the U.S. capital business. Prior to Intuitive Surgical, Mr. Sale spent six years at Johnson & Johnson, where he provided sales and sales leadership in key specialty companies inside of Ethicon to drive the growth of emerging products. Mr. Sale received a B.A. in General Studies from Louisiana State University.

Paul Davison has served as our Vice President of Research and Development since November 2014. From September 2011 to November 2014, Mr. Davison served as Vice President and General Manager, Advanced Energy at ConMed Corporation, a surgical and patient monitoring products company. From June 2006 to August 2011, Mr. Davison served as Vice President of Research and Development at PEAK Surgical, a surgical tools company acquired by Medtronic, Inc. in 2011. Mr. Davison received a B.S. in manufacturing engineering from California State Polytechnic University at Pomona and an M.S. in engineering management, mechanical engineering stem from Santa Clara University.

Doug Heigel has served as our Senior Vice President of Operations since September 2017 and our Vice President of Operations since September 2014. From July 2003 to January 2014, Mr. Heigel served as Vice President of Operations for Solta Medical, a medical aesthetics company which was sold to Valeant Pharmaceuticals in January 2014. In May 2002, Mr. Heigel joined Solta Medical's predecessor company, Thermage, as Senior Director of Operations. From October 1995 to February 2002, Mr. Heigel worked for Argonaut Technologies, a life sciences company, first as Director of Manufacturing and then as Vice President of Manufacturing. Prior to Argonaut, Mr. Heigel served in various operational and technical leadership roles in the semiconductor and measurement instrumentation markets. Mr. Heigel received a B.S. in mechanical engineering from Oregon State University.

Alex Vayser co-founded Invuity and has served as our Chief Technology Officer since November 2004. Prior to joining Invuity, Mr. Vayser co-founded and served as President of Medvision, a manufacturer of custom surgical

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endoscopes and imaging devices. While at Medvision, Mr. Vayser co-founded Parallax Devices, a company focused on single channel stereoscopic and 3-D optical systems for medical and industrial applications. Mr. Vayser received a B.S. in optical engineering from the University of Rochester's Institute of Optics.

Steven Annen has served as our Vice President of Product Management and Strategy since April 2016. He joined the Company in November 2015 as Senior Director, Product Management and Strategy. From January 2014 to October 2015, Mr. Annen served as the Vice President of Marketing for Grabit, Inc., a material handling technology provider. From October 2005 to January 2014, Mr. Annen served as the Director of Product Marketing at Intuitive Surgical Inc., a publicly traded manufacturer of robotic surgical systems. Prior to Intuitive Surgical, Mr. Annen held leadership roles in public sector companies including Veeco Instruments, Inc., a publicly traded provider of process equipment technology, and Adept Technology Inc., a publicly traded provider of intelligent vision-guided robotics systems and services. Mr. Annen received his B.S. in mechanical engineering from Rutgers University and his M.S. in mechanical engineering from the University of Wisconsin, Madison.

Joseph Guido has served as our Vice President of Business Development since February 2016. From 2012 to 2016, Mr. Guido served as Senior Vice President of Marketing and Business Development for Hansen Medical, a publicly-traded robotics company in the vascular and cardiac sectors. Prior to joining Hansen Medical, Mr. Guido served as the President of Heartstitch Medical, a medical devices company, in 2011. Prior to joining Heartstitch Medical, Mr. Guido held a variety of leadership roles in Marketing, Sales and Business Development for both public and private medical device companies such as Stryker Endoscopy, Intuitive Surgical, Novare Surgical and Abbott Vascular Devices. Mr. Guido received his B.S. degree in business administration from Villanova University and his M.B.A. from Pepperdine University.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2017,2018, except as noted in the footnotes below, for:

•

each of our Named Executive Officers (as defined below under the section titled "Executive Compensation");



•

each of our directors;



•

all of our executive officers and directors as a group; and



•

each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of March 31, 2017,2018, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. The address for each director and executive officer listed is: c/o Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107.

Percentage of beneficial ownership is based on 16,971,66424,023,517 shares of common stock outstanding as of March 31, 2017.2018.

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EXECUTIVE COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers. This discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion. As an "emerging growth company" as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. The salary and bonuses paid to our executive officers are reviewed annually by the compensation committee. Typically, our Chief Executive Officer makes recommendations to our compensation committee, often attends committee meetings and is involved in the determination of compensation for the respective executive officers who report to him, except that the Chief Executive Officer does not make recommendations as to his own compensation. Our Chief Executive Officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer's contribution toward these results and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the Chief Executive Officer, as well as each individual compensation component. Our compensation committee makes recommendations to our board of directors regarding compensation for the Chief Executive Officer. Our Chief Executive Officer recuses himself from compensation committee and board discussions when his compensation is reviewed. The independent members of our board of directors make the final decisions regarding executive compensation for the Chief Executive Officer. In addition, as necessary, the Chief Financial Officer and/or the Chief Human Resources Officer attends compensation committee meetings to discuss and review our form of compensation and compensation programs and strategy.

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. In February 2016, theThe compensation committee approved the appointment of Compensia, Inc., an independent compensation consultant, to advise us on compensation philosophy, as we transitioned to becoming a publicly traded company, selection of a group of peer companies to use for compensation benchmarking purposes and cash and equity compensation levels for our directors, executives and other employees based on current market practices.practices for fiscal year 2017. Compensia, Inc. servesserved at the discretion of the compensation committee and did not provide any other services to us in 2016.2017.

Our "Named Executive Officers" include our principal executive officer and the next two most highly compensated executive officers. For 2016,2017, our Named Executive Officers were:

Philip Sawyer, who currently servesserved as our President and Chief Executive Officer as well asand a member of our board of directors;directors until February 28, 2018;

James Mackaness, who currently serves as our Chief Financial Officer; and

Robert GerberichAndrew Sale, who servedcurrently serves as our Senior Vice President of Sales through December 31, 2016. Global Sales.

See "—Employment, Change of Control and Severance Agreements" below for further discussion.

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The following table provides information regarding the total compensation for services rendered in all capacities that was earned by each individual who served as our principal executive officer at any time in 2016,2017, and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2016.2017.

Currently, except for Mr. Flora, our Interim President and Chief Executive Officer, none of our Named Executive Officers except for our Chief Executive Officer, Mr. Sawyer, have employment agreements with the Company. During 2016,Before his termination, Mr. Sawyer, our previous President and Chief Executive Officer, had an employment agreement in place with the Company. In addition, we have entered into Severance and Change of Control Agreements with certain of our executives, including our Named Executive Officers, which provide certain severance benefits in the event of termination under certain circumstances. The Change of Control Agreements are intended to encourage the continued attention and dedication of our executives to the best interests of the Company in the event of a Change of Control, and the Severance Agreements provide our executives with competitive severance benefits in the event that their employment is terminated under certain circumstances not in connection with a Change of Control. These agreements and arrangements are described in greater detail below.

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Philip Sawyer

On May 10, 2016, we and Mr. Sawyer entered into an Executive Employment Agreement, an Executive Change of Control Agreement, and an Executive Severance Agreement (collectively, the "Sawyer Agreements"), which collectively replacereplaced and supersedesuperseded Mr. Sawyer's prior employment agreement.

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charge upon receipt of a written request identifying the person so requesting an Annual Report as a stockholder of the Company at such date. Requests should be directed in writing to Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer,Legal Department, or by telephone to (415) 655-2100.

STOCKHOLDERS SHARING THE SAME ADDRESS

SEC rules permit companies, brokers, banks or other agents to deliver a single copy of a proxy statement and annual report to households at which two or more stockholders reside. This practice, known as "householding," is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources. Stockholders sharing an address who have been previously notified by their broker, bank or other agent and have consented to householding will receive only one copy of our proxy statement and annual report.

If you would like to opt out of this practice for future mailings and receive separate proxy statements and annual reports for each stockholder sharing the same address, please contact your broker, bank or other agent. You may also obtain a separate proxy statement or annual report without charge by contacting us at Invuity, Inc.,

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444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer;Legal Department; or by telephone to (415) 655-2100. We will promptly send additional copies of the proxy statement or annual report.

Stockholders sharing an address that are receiving multiple copies of the proxy statement or annual report can request delivery of a single copy of the proxy statement or annual report by contacting their broker, bank or other intermediary or by contacting us as indicated above.

OTHER MATTERS

We do not know of any business other than that described in this Proxy Statement that will be presented for consideration or action by the stockholders at the Annual Meeting. If, however, any other business is properly brought before the Annual Meeting, shares represented by proxies will be voted in accordance with the best judgment of the persons named in the proxies or their substitutes.

THE BOARD OF DIRECTORS

San Francisco, California
April 28, 201727, 2018

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