such date will be considered untimely. Submitting a stockholder proposal does not guarantee that it will be included in our proxy statement and form of proxy.

In addition, a stockholder proposal that is not intended for inclusion in our proxy statement and form of proxy under Rule 14a-814a-8 (including director nominations) shall be considered “timely” as calculated in accordance with Rule 14a-4(c)14a-4(c) under the Exchange Act, and may be brought before the 20182023 annual meeting of stockholders provided that we receive information and notice of the proposal addressed to our Secretary at our principal executive offices, no earlier than February 13, 2023 and no later than March 7, 2018.15, 2023.

Further, our Amended and Restated Bylaws, (our “Bylaws”)as amended, or Bylaws, provide that only such business shall be conducted at an annual meeting of stockholders as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought in accordance with Section 2.4 of our Bylaws. A copy of our Bylaws can be found as Exhibit 3.5 to our Registration Statement on Form S-1 (Registration No. 333-213736) filed with the Securities and Exchange Commission (the “SEC”) on September 21, 2016 and incorporated herein by reference.

We strongly encourage any stockholder interested in submitting a proposal to contact our Secretary in advance of these deadlines to discuss any proposal he or she is considering, and stockholders may want to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. All notices of stockholder proposals, whether or not intended to be included in our proxy materials, should be in writing and sent to our principal executive offices, located at: SenesTech, Inc., 314023460 N. Caden Court,19th Avenue, Suite 1, Flagstaff, Arizona 86004,110, Phoenix, AZ 85027, Attention: Secretary.

Paper Copy of Proxy Materials

If you want to receive a paper copy of these proxy materials, including any documents incorporated herein by reference but excluding exhibits to the Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2021, or our 2021 Annual Report, you may request one at no cost to you by writing to: SenesTech, Inc., 23460 N. 19th Avenue, Suite 110, Phoenix, AZ 85027, Attention: Secretary.

Annual Report and Other Matters

Our 2022 Annual Report, which was made available to stockholders with or preceding this proxy statement, contains financial and other information about our company, but is not incorporated into this proxy statement and is not to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act. The information contained in the “Report of the Audit Committee” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

Name of Continuing Directors		Age		Position		Director Since		Term Expires
Cheryl A. Dyer, Ph.D.		65		Director; President and Chief Research Officer		2004		2018 (Class II)
Loretta P. Mayer, Ph.D.		67		Chair of the Board, Chief Executive Officer and Chief Scientific Officer		2004		2019 (Class III)
Bob Ramsey		71		Director		2016		2018 (Class II)
Matthew Szot		42		Director		2015		2019 (Class III)
Grover Wickersham		68		Vice-Chair of the Board		2015		2019 (Class III)

Marc Dumontwaswill be elected to our board of directors for a three-year term.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE BOARD’S CLASS III DIRECTOR NOMINEES LISTED ON THE PROXY CARD.

Continuing Directors

Jamie Bechtel, JD, Ph.D. has served as a director of our company since January 2018. Dr. Bechtel is the founder of Kito Impact Foundation, a non-profit focused on integrating corporate social responsibility into small and medium sized businesses, and she has been the chief executive officer since February 2018. In addition, Dr. Bechtel was a co-founder of New Course, an organization focused on women-led conservation initiatives, and she has been a board member since August 2009. Dr. Bechtel holds a Ph.D. from Boston University, a law degree from Boston College and a bachelor’s degree from Boston University. We believe that Dr. Bechtel is qualified to serve as a member of our board of directors because she is a highly regarded leader in international conservation, and her work has led to strategic advances in the fields of conservation, sustainable finance and biology.

Loretta P. Mayer, Ph.D.is one of our co-founders, and has served as our chair of the board since our inception in July 2004. Since June 2009, Dr. Mayer has served as our chief scientific officer. In December 2015, she assumed the title of chief executive officer, a position she previously held from June 2011 to January 2015. She is a co-inventor on the patent licensed from the University of Arizona that formed the basis for the launch of our research and development efforts and continues to contribute as co-inventor on additional patent improvements and new technology. Prior to her career in medicine and science, from 1978 to 1991 Dr. Mayer served as CEO of Binnacle Development, Inc., a California-based Real Estate Development company, where she established the first Senior Citizen Housing project in the city of San Diego, developed $45 million in product and managed an annual budget of $10 million. Dr. Mayer also served as Vice President of Soroptimist International of the Americas from 1990 to 1991, where she was responsible for NGO representation at United Nations and international board meetings, Cambridge, UK 1990 – 1991. She also served Soroptimist International of the Americas as a federation board member from 1988 to 1990 and as regional governor from 1984 to 1986. She earned a master’s degree in 1997 and a Ph.D. in 2000 in Biology from Northern Arizona University. Dr. Mayer earned a bachelors degree in Sociology from University of California, San Diego in 1971. She accepted a post-doctoral appointment with the College of Medicine at the University of Arizona in 2000. We believe that Dr. Mayer is qualified to serve as a member of our board of directors because of her scientific experience, business background and her role as our co-founder.

Bob Ramseywas elected to our board of directors in January 2016. Since 1978, Mr. Ramsey has served as chief executive officer of Starwest Associates, which develops and implements new business models in public partnerships for ambulance and EMS services. Mr. Ramsey also currently serves as chief executive officer of the Ramsey Social Justice Foundation, a non-profit organization that is dedicated to charitable work in the fields of global sustainability and affordable housing for at-risk and vulnerable populations, including women and children. The Ramsey Social Justice Foundation is a member of the Clinton Global Initiative. Mr. Ramsey has been appointed by six different Arizona governors to various Arizona state boards and commissions, including the Arizona Department of Health Services Emergency Medical Services Council on which he has served continuously since 1988. Mr. Ramsey holds a Bachelor of Arts from Arizona State University, and Arizona State University has named a school after Mr. Ramsey. We believe Mr. Ramsey is qualified to serve as a member of our board of directors because of his experience and knowledge of business development, global sustainability, charitable organizations and state and local government.

Matthew Szotwas elected to our board of directors in December 2015 and appointed as the chairman of the audit committee of our board of directors in December 2015 and as the chairman of the compensation committee of our board of directors in July 2016. Since March 2010, he has served as the chief financial officer and treasurer of S&W Seed Company, a Nasdaq-listed agricultural seed company. From February 2007 until October 2011, Mr. Szot served as the chief financial officer for Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly traded and privately held companies. From 2003 to December 2006, Mr. Szot served as chief financial officer and Secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG and served as an Audit Manager for various publicly traded companies. Mr. Szot has a Bachelor of Science degree in Agricultural Economics/Accountancy from the University of Illinois, Champaign-Urbana and is a Certified Public Accountant in the State of California. We believe that Mr. Szot is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions, corporate governance as well as other operational, financial and accounting matters gained as a past and present chief financial officer of other public and private companies.

Grover Wickershamwas elected to our board of directors and appointed as its vice-Chairman in December 2015. Mr. Wickersham also serves on the board of directors of S&W Seed Company, a Nasdaq-traded agricultural company, Eastside Distilling, Inc., an OTCQB-traded producer of high quality spirits, and Verseon Corporation, a London AIM-listed pharmaceutical development company. Since November 2016, Mr. Wickersham has served as the chief executive officer of Eastside Distilling, Inc. Mr. Wickersham has been a director and portfolio advisor of Glenbrook Capital Management, the general partner of a partnership that invests primarily in the securities of public companies, from 1996 to present. For

more than five years, Mr. Wickersham has served as the chairman of the board of trustees of Purisima Fund, a mutual fund advised by Fisher Investments of Woodside, California, which fund has assets under management of approximately $375 million. Between 1976 and 1981, Mr. Wickersham served as a staff attorney, and then as a branch chief, of the U.S. Securities and Exchange Commission. He holds an A.B. from the Univ. of California at Berkeley, an M.B.A. from Harvard Business School and a J.D. from Univ. of California (Hastings). We believe that Mr. Wickersham is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance and legal matters, his experience and knowledge of operational matters gained as a past and present director of other public and private companies, and his knowledge of our company.

Executive Officers

The following table sets forth the names and certain information aboutregarding our executive officers as of the record date are set forth below:date:

Name		Age		Position
Name Kenneth Siegel		Age 66		Position
Loretta P. Mayer, Ph.D.		67		Chair of the Board, Chief Executive Officer and Chief Scientific OfficerDirector
Cheryl A. Dyer, Ph.D. Thomas C. Chesterman		65 62		President, Chief Research Officer and Director
Thomas C. Chesterman		57		Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
Kim Wolin Nicole Williams		61 42		Chief Strategy Officer
Kim Wolin		66		Executive Vice President, Operations and HR and Secretary

Drs. Mayer and Dyer’sMr. Siegel’s biographical details are set out above under the heading “Continuing Directors.”“Director Nominees” above.

TomThomas Chesterman joined our company in September 2015 and has served as our chief financial officerExecutive Vice President, Chief Financial Officer, Treasurer and treasurerAssistant Secretary since December 2015. He has over 2025 years of experience as the chief financial officer of a public company in the life science, technology and telecommunications industries. Most recently, he was the vice president and treasurer of General Communication Inc., a telecommunications company in Alaska, from 2013 to 2015. Previously, he was the chief financial officer of life science companies Bionovo Inc. from 2007 to 2012, Aradigm Corp. from 2002 to 2007 and Bio-RadBio-Rad Laboratories, Inc. from 1996 to 2002. Mr. Chesterman

Our board of directors forms ad hoc committees from time-to-time to assist the board in fulfilling its responsibilities with respect to matters that are the subject of the ad hoc committee’s mandate.

Audit Committee

OurThe audit committee currently consists of Matthew Szot, who is the chair, of the committee, Grover WickershamDelphine François Chiavarini, Marc Dumont and Marc Dumont.Jake Leach. The board of directors has determined that, after consideration of all relevant factors, each of these directorsthe current audit committee members qualifies as an “independent” director under applicable SEC and NASDAQNasdaq rules. Each member of the audit committee is able to read and understand fundamental financial statements, including our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. Further, no member of the audit committee has participated in the preparation of our consolidated financial statements, or those of any of our current subsidiaries, at any time during the past three years. The board of directors has designated Mr. Szot as an “audit committee financial expert” as defined under applicable SEC rules and has determined that Mr. Szot possesses the requisite “financial sophistication” under applicable NASDAQNasdaq rules. The audit committee operates under a written charter setting forth the functions and responsibilities of the audit committee, which is periodically reviewed by the audit committee on an annual basis.and by the board of directors as appropriate. A current copy of the audit committee charter is available on our website athttp://senestech.investorroom.com/senestech.investorroom.com on the “Board Committees”“Documents and Policies” page under the heading “Corporate Governance.” The functions of the audit committee include:

•        discussing with our general counsel (if any) or outside counsel any legal matters brought to the Committee’s attention that could reasonably be expected to have a material impact on our financial statements.

Both our independent registered accounting firm and internal financial personnel regularly meet with our audit committee and have unrestricted access to the audit committee.

Compensation Committee

Our compensation committee currently consists of Matthew Szot,Jamie Bechtel, who is the chair, Phil Grandinetti III and Matthew Szot. Each of the current compensation committee Bob Ramsey and Julie Williams, each of whommembers has been determined by our board of directors to be independent in accordance with Nasdaq standards. Each member of our compensation committee is also a non-employeenon-employee director, as defined pursuant to Rule 16b-316b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.Act. The compensation committee operates under a written charter, which is periodically reviewed by the compensation committee on an annual basis.and by the

•        overseeing our compliance with the Nasdaq requirement that, with limited exceptions, stockholders approve equity compensation plans; and

•        monitoring our compliance with applicable legal requirements of the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to employee compensation and benefits.

As part of its process to determine the compensation level of each executive officer, the compensation committee evaluates, among other things, the Chief Executive Officer’s assessment of the other executive officers and recommendations regarding their compensation in light of the goals and objectives of our executive compensation program. The compensation committee may delegate certain of its responsibilities, as it deems appropriate, to compensation subcommittees or to our officers, but it has not elected to do so to date.

Pursuant to its charter, the compensation committee has sole authority to retain and/or replace, as needed, any independent legal counsel, compensation and benefits consultants and other experts or advisors as the compensation committee believes to be necessary or appropriate.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Grover Wickersham,Delphine François Chiavarini, who is the chair, Jamie Bechtel, Marc Dumont, K.C. Kavanagh and Matthew Szot. Each of the current nominating and corporate governance committee Marc Dumont and Bob Ramsey, each of whommembers has been determined by ourthe board of directors to be independent in accordance with Nasdaq standards. The nominating and corporate governance and nominating committee operates under a written charter, which is periodically reviewed by the nominating and corporate governance committee on an annual basis and by the Boardour board of Directorsdirectors as appropriate. A current copy of the nominating and corporate governance committee charter is available on our website athttp://senestech.investorroom.com/ on the “Board Committees”“Documents and Policies” page under the heading “Corporate Governance.” The functions of the nominating and corporate governance and nominating committee include:

12

Table of Contents

Director Nomination Process

The board of directors has determined that director nomination responsibilities should be overseen by the Nominatingnominating and Corporate Governance Committee (the “Committee”).corporate governance committee. One of the Committee’snominating and corporate governance committee’s goals is to assemble a Boardboard that brings to us a variety of perspectives and skills derived from high quality business and professional experience. Factors considered by the Committeenominating and corporate governance committee include character, judgment, knowledge, skill, integrity, diversity, (including factors such asincluding with respect to race, gender, ethnicity and experience), integrity,similar characteristics, age, expertise, length of service, independence, experience with businesses and other organizations of comparable size, including experience in animal and health sciences, business, finance, administration or public service, the relevance of a candidate’s experience to our needs and experience of other Boardboard members, familiarity with national and international business matters, experience with accounting rules and practices, the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members, and the extent to which a candidate would be a desirable addition to the board of directors and any committees of the board of directors. In addition, directors are expected to be able to exercise their best business judgment when acting on behalf of usour company and our stockholders, act ethically at all times and adhere to the applicable provisions of our codeCode of ethicsBusiness Conduct and business conduct.Ethics. Other than consideration of the foregoing and applicable SEC and Nasdaq requirements, unless determined otherwise by the Committee,nominating and corporate governance committee, there are no stated minimum criteria, qualities or skills for director nominees. However, the Committeenominating and corporate governance committee may also consider such other factors as it may deem are in the best interests of usour company and our stockholders. In addition, at least one member of the board of directors serving on the audit committee should meet the criteria for an “audit committee financial expert” having the requisite “financial sophistication” under applicable Nasdaq and SEC rules, and a majority of the members of theour board of directors should meet the definition of “independent director” under applicable Nasdaq rules. The board of directors is committed to actively seeking highly qualified women and individuals from underrepresented groups. The nominating and corporate governance committee and any search firm that it engages are directed to include women and candidates from underrepresented groups in each search pool form which the nominating and corporate governance committee selects director candidates.

The Committeenominating and corporate governance committee identifies director nominees by first evaluating the current members of the board of directors willing to continue in service. Current members of the board of directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination,re-nomination, balancing the value of continuity of service by existing members of the board of directors with that of obtaining a new perspective. The Committeenominating and corporate governance committee also takes into account an incumbent director’s performance as a Boardboard member. If any member of the board of directors does not wish to continue in service, if the Committeenominating and corporate governance committee decides not to re-nominatere-nominate a member for reelection, if the Boardboard decided to fill a director position that is currently vacant or if the board of directors decides to recommend that the size of the board of directors be increased, the Committeenominating and corporate governance committee identifies the desired skills and experience of a new nominee in light of the criteria described above. Current members of the board of directors and management are polled for suggestions as to individuals meeting the Committee’snominating and corporate governance committee’s criteria. Research may also be performed to identify

qualified individuals. Nominees for director are selected by a majority of the members of the Committee, with any current directors who may be nominees themselves abstaining from any vote relating to their own nomination.

It is the policy of the Committeenominating and corporate governance committee to consider suggestions for persons to be nominated for director that are submitted by stockholders. The Committeenominating and corporate governance committee will evaluate stockholder suggestions for director nominees in the same manner as it evaluates suggestions for director nominees made by management, then-currentthen-current directors or other appropriate sources. Stockholders suggesting persons as director nominees should send information about a proposed nominee to our Secretary at our principal executive offices as referenced above at leastby no later than 120 days before the anniversary of the mailingrelease date of the prior year’s proxy statement.statement, which date is identified in the section titled “Deadlines for Receipt of Stockholder Proposals.” This information should be in writing and should include a signed statement by the proposed nominee that he or shethe nominee is willing to serve as a director of SenesTech,our company, a description of the proposed nominee’s relationship to the stockholder and any information that the stockholder feels will fully inform the Committeenominating and corporate governance committee about the proposed nominee and his or herthe nominee’s qualifications. The Committeenominating and corporate governance committee may request further information from the proposed nominee and the stockholder making the recommendation. In addition, a stockholder may nominate one or more persons for election as a director at our annual meeting of stockholders if the stockholder complies with the notice, information, consent and other provisions relating to stockholder nominees contained in our Bylaws.bylaws. Please see the section above titled “Deadlines for Receipt of Stockholder Proposals” for important information regarding stockholder proposals, including director nominations.

(3)      Mr. Grandinetti and Mr. Leach did not receive any cash compensation in 2020 or 2021. Mr. Grandinetti and Mr. Leach both elected to receive their full compensation in option awards.

(4)      Included in the $114,900 cash compensation paid to Dr. Bechtel is $50,400 paid to Kito Impact Foundation, of which Dr. Bechtel serves as chief executive officer, in fiscal year 2021 for consulting services.

2021 Non-Employee Director Compensation Program

On December 19, 2016,July 10, 2021, the Boardboard adopted a non-employeerevised non-employee director compensation program, (the “Program”)or the Director Compensation Program, for providing cash and equity compensation to its non-employeeour non-employee directors for their service on the Boardboard and committees of the Board. The Program became effective for the service of non-employee directors beginning January 1, 2017.board. The components of the Director Compensation Program are as follows:

EXECUTIVE OFFICER COMPENSATION

As a smaller reporting company, we are not required to provide a separately-captioned “Compensation Discussion and Analysis” (“CD&A”) section. However, in order to provide a greater understanding to our stockholders regarding our compensation policies and decisions with respect to our named executive officers, we are including the following narrative disclosure to highlight salient portions of a typical CD&A. This narrative disclosure should be read in conjunction with the Summary Compensation Table and related tables that are presented elsewhere in this Proxy Statement.

Compensation Philosophy and Processes

Compensation for our executives and key employees is designed to attract and retain people who share our vision and values and who can consistently perform in such a manner that enables us to achieve its strategic goals. The compensation committee believes that the total compensation package for each of our executive officers is competitive with the market, thereby allowing us to retain executive talent capable of leveraging the skills of our employees and our unique assets in order to increase stockholder value. Our “named executive officers” refers to those executive officers identified in the Summary Compensation Table below. Our named executive officers for fiscal year 2016 included the following individuals: Loretta P. Mayer, Ph.D., Chair of the Board, Chief Executive Officer and Chief Scientific Officer; Cheryl A. Dyer, Ph.D., President and Chief Research Officer; and Thomas Chesterman, Chief Financial Officer, Treasurer and Assistant Secretary.

Our executive compensation programs are designed to (1) motivate and reward our executive officers, (2) retain our executive officers and encourage their quality service, (3) incentivize our executive officers to appropriately manage risks while improving our financial results, and (4) align executive officers’ interests with those of our stockholders. Under these programs, our executive officers are rewarded for the achievement of company objectives and the realization of increased stockholder value.

The program seeks to remain competitive with the market while also aligning the executive compensation program with stockholder interests through the following types of compensation: (i) base salary; (ii) annual cash-based incentive bonuses; and (iii) equity-based incentive awards.

Key Executive Compensation Objectives

The compensation policies developed by the compensation committee are based on the philosophy that compensation should reflect both Company-wide performance, financially and operationally, and the individual performance of the executive, including management of personnel under his supervision. The compensation committee’s objectives when setting compensation for our executive officers include:

Our compensation program is designed to reward superior performance of both the Company and of each individual executives and seeks to encourage actions that drive our business strategy. In fiscal 2016, we instituted a process by which the compensation committee or a member thereof, will meet with each of our executives quarterly to review performance, goals and expectations so that our annual compensation decisions, when made, will be more transparent. Our compensation strategy is to provide a competitive opportunity for

senior executives, taking into account their total compensation packages, which include a combination of base salary, cash-based incentive bonuses and equity-based incentive bonuses.

Oversight of Executive Compensation

The Role of the Compensation Committee in Setting Compensation.  Our compensation committee determines and recommends to our board of directors the compensation of our executive officers. The compensation committee also makes recommendations to our board of directors regarding equity compensation under our 2015 Equity Incentive Plan (the “2015 Plan”). The compensation committee reviews base salary levels for executive officers of our company and recommends raises and bonuses based upon the company’s achievements, individual performance and competitive and market conditions. The compensation committee may delegate certain of its responsibilities, as it deems appropriate, to compensation subcommittees or to our officers, but it has not elected to do so to date.

The Role of Executives in Setting Compensation.  While the compensation committee does not delegate any of its functions to others in setting the compensation of senior management, it includes members of senior management in the compensation committee’s executive compensation process. We have asked each of our senior executives to annually provide us with input with regard to their goals for the coming year. These proposals include suggested company-wide and individual performance goals. The compensation committee reviews these proposals with the executives and provides the Committee’s perspective on those aspects that the Committee may feel should be modified. Quarterly meetings with the executives will permit an ongoing dialog to further our goal of enhancing communication and managing expectations regarding compensation matters.

The Role of Consultants in Setting Compensation.  In fiscal 2016, the compensation committee did not retain compensation consultants to assist it in its review of executive compensation although it is empowered by its charter to do so. As the compensation committee deems necessary or helpful, it may retain the services of compensation consultants in connection with the establishment and development of our compensation philosophy and programs in the future.

Compensation Risk Assessment

As part of its risk assessment process, the compensation committee reviewed material elements of executive and non-executive employee compensation. The compensation committee concluded that these policies and practices do not create risk that is reasonably likely to have a material adverse effect on us.

The structure of our compensation program for our executive officers does not incentivize unnecessary or excessive risk taking. The base salary component of compensation does not encourage risk taking because it is a fixed amount. The incentive plan awards have risk-limiting characteristics:

Elements of Compensation

The material elements of the compensation program for our named executive officers include: (i) base salary; (ii) cash-based incentive bonuses; and (iii) equity-based incentive awards.

Base Salaries.  We provide our named executive officers with a base salary to compensate them for services rendered during the fiscal year and sustained performance. The purpose of the base salary is to reflect job responsibilities, value to us and competitiveness of the market. Salaries for our named executive officers are determined by the compensation committee based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions; the expertise of the individual executive; and the competitiveness of the market for the executive’s services.

Performance Cash-Based Incentive Bonuses.  Our practice is to award cash-based incentive bonuses, based in part on the achievement of performance objectives or significant accomplishments as established by the compensation committee from time-to-time in its discretion. These performance objectives and significant accomplishments are, in part, developed in partnership with the executive and are discussed on an ongoing basis throughout the year.

Equity-Based Incentive Awards.  Our equity-based incentive awards are designed to align our interests with those of our employees and consultants, including our named executive officers. Our compensation committee is responsible for approving equity grants. As of the end of fiscal 2016, our named executive officers have been granted both stock option awards and restricted stock units. Vesting of the stock option and restricted stock unit awards is tied to continuous service with us and serves as an additional retention measure and long-term incentive.

Key Compensation Decisions and Developments for Fiscal Year 2016

For fiscal 2016, each executive was entitled to receive an annual incentive bonus, pursuant to their employment agreements. Following the completion of the 2016 fiscal year, each of our executive officers self-evaluated themselves against their specific goals and presented their assessment to the compensation committee. The compensation committee followed with its own assessment and discussed the results with each of our executive officers. Based on the year-end assessments, and pursuant to each executive’s current employment agreement, the compensation committee determined that our executive officers were entitled to incentive bonuses as follows:

Loretta P. Mayer, PH.D., Chair of the Board, Chief Executive Officer and Chief Scientific Officer		50% of base salary
Cheryl A. Dyer, PH.D., President and Chief Research Officer		35% of base salary
Thomas C. Chesterman, Chief Financial Officer and Treasurer		80% of base salary

Loretta P. Mayer, PH.D., Chair of the Board, Chief Executive Officer and Chief Scientific Officer		$	300,000
Cheryl A. Dyer, PH.D., President and Chief Research Officer		$	250,000
Thomas C. Chesterman, Chief Financial Officer and Treasurer		$	250,000

Loretta P. Mayer, PH.D., Chair of the Board, Chief Executive Officer and Chief Scientific Officer		$	250,308	(1)
Cheryl A. Dyer, PH.D., President and Chief Research Officer		$	237,599	(2)
Thomas C. Chesterman, Chief Financial Officer and Treasurer		$	115,944

Named Executive Officer		Restricted Stock Units				Dollar Value of Options and RSUs
Loretta P. Mayer			225,556	(1)		$	595,000
Cheryl A. Dyer			223,241	(1)		$	576,250
Thomas C. Chesterman			10,494			$	85,000

Summary Compensation Table

The following table sets forth the compensation earned during the past two fiscal years by (i) the person who served as our principal executive officer during 2016at the end of 2021; and (ii) the two most highly compensated executive officers other than the chiefprincipal executive officer who were serving as executive officers at the end of 20162021, or the named executive officers.

____________

(1)      The amounts in this column reflect the aggregate grant date fair value of stock awards granted in 2021 and whose total compensation2020, determined in accordance with ASC 718 for 2016 exceeded $100,000. The persons described in clauses (i) and (ii) above are collectively referred to herein as our “named executive officers.”

Name and Position		Year				Salary ($)				Bonus ($)(5)				Option Awards ($)(1)				RSU Awards ($)(2)				All Other Comp ($)(4)				Total ($)
Loretta P. Mayer, PH.D., Chair of the Board, Chief Executive Officer and Chief Scientific Officer			2016			$	207,958			$	250,308			$	—			$	595,000			$	14,427			$	1,067,693
			2015			$	107,000			$	81,836			$	2,410,400			$	—			$	14,426			$	2,613,662
Cheryl A. Dyer, PH.D., President and Chief Research Officer			2016			$	182,958			$	237,599			$	—			$	576,250			$	12,699			$	1,009,506
			2015			$	107,000			$	60,000			$	2,410,400			$	—			$	6,749			$	2,584,149
Thomas Chesterman(3) Chief Financial Officer and Treasurer			2016			$	250,000			$	115,944			$	—			$	85,000			$	—			$	450,944
			2015			$	—			$	—			$	861,600			$	—			$	—			$	861,600

Grants of Plan-Based Awards

In June 2016, per the terms of employment letter agreements with each Dr. Dyer and Dr. Mayer, as further described below, our board of directors granted to each of Dr. Dyer and Dr. Mayer, an award of restricted stock units (RSUs) representing the right to receive 220,000 shares of the Company’s common stock. The RSU awards will vest and be settled over a three-year period, with one-third of the units vesting on the twelve-month anniversary of the date of grant, and the remaining units vesting in equal quarterly tranches over the following twenty-four months of continuous service. In December 2016, our board of directors granted RSUs to each of Loretta Mayer, Cheryl Dyer and Tom Chesterman in the calculation of these award amounts are set forth in Note 11 (Stock-based Compensation) to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

(2)      The amounts in this column reflect the aggregate grant date fair value of 5,556, 3,241stock options granted in 2021 and 10,494 shares respectively. These were issued2020, determined in accordance with ASC 718 for stock-based compensation. Assumptions used in the calculation of these award amounts are set forth in Note 11 (Stock-based Compensation) to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

(3)      The amounts in this column reflect the payment by our company of life insurance and disability insurance premiums pursuant to respective employment agreements.

(4)      The amounts in this column for 2020 salary reflects a 25% voluntary reduction in the quarterly cash compensation paid between April 1, 2020 and June 30, 2020, due to the COVID-19 pandemic.

(5)      Mr Krause was hired on February 17, 2020 and his pro-rated salary for calendar year 2020 was $175,000. The $162,500 salary listed, as partnoted in (4) above, reflects a 25% voluntary reduction in the quarterly cash compensation paid between April 1, 2020 and June 30, 2020, due to the COVID-19 pandemic.

Agreement with Dr. Mayer.  Kenneth Siegel.    We entered into an employment letter agreement with Dr. Mayer dated June 30, 2016. PursuantMr. Siegel on May 15, 2019, to thisserve as our company’s Chief Executive Officer, effective May 16, 2019. Under the terms of the employment letter agreement, Dr. Mayer is entitled to receiveMr. Siegel received an annual base salary of $300,000,$275,000 and a one-time signing bonus of a stock option representing 35,000 shares of our common stock, which willvests quarterly over a three-year period and is subject to the terms and conditions of the 2018 Plan and standard form of option agreement. Mr. Siegel is also eligible to receive an annual incentive bonus with a target value equal to 50% of his annual base salary, payable in cash, subject to his achievement of performance objectives to be reviewed and may be adjusted periodicallydetermined by the our compensation committee or board of directors. Dr. Mayer was paid a signing bonusIn addition, after each full year of $150,000 immediately following the signing of her employment letter agreement. By entering into the employment letter agreement and accepting the signing bonus, Dr. Mayer agreed to waive all rights to receive any compensation amounts provided for in her previous employment agreement dated October 16, 2013.

During the term of Dr. Mayer’s employment with us, Dr. Mayer is eligibleour company, subject to board approval, Mr. Siegel will receive an annual bonus in an amountoption grant, or Additional Option, valued at 35% of up to 50% of her annualhis then base salary, provided that whether Dr. Mayer is entitledsubject to receive any bonus in any given year, and the specific amount of such bonus, shall be determined annually by our board of directors, and shall be based upon mutually agreeable performance objectives and other criteria to bevesting terms as determined by the board of directors. Annual bonuses will be payable within thirty days after the board of director’s determinationin its discretion. The initial option and Additional Options that an annual bonus shall be awarded.

Pursuant to the terms of her employment letter agreement, on June 30, 2016 weare granted to Dr. Mayer an award of restricted stock units (RSU) under our 2015 Plan, representing the right to receive 220,000 shares of our common stock. The RSU award vests andMr. Siegel will be settled over a three-year period, with one-third of the units vesting on the 12-month anniversary of the date of grant, and the remaining units vesting in equal quarterly tranches over the following twenty-four months of continuous service.

Upon a change of control of our company, we have agreed to pay Dr. Mayer a bonus equal to (i) 1% of the amount of the net sale price (as such term is defined in her employment letter agreement) of our company that is $100,000,000 or less, plus (ii) an additional 0.5% of the amount of the net sale price of our company that is more than $100,000,000, payable in cash or other proceeds payable to our other stockholders. Under the terms of her agreement, Dr. Mayer shall be entitled to this change of control bonus if the change of control transaction occurs within 12 monthsremain exercisable for five years following the terminationend of her employment by us without cause (as such term is definedhis continuous service with our company. Mr. Siegel will also be eligible to participate in her employment letter agreement and excluding death or disability) or within 12 months following Dr. Mayer’s resignation for good reason (as such term is defined in her employment letter agreement), provided that Dr. Mayer remains in compliance with her confidentiality and other ongoing post-termination obligations under the employment letter agreement.

Dr. Mayer shall be entitled to accrue four weeks paidstandard benefits, vacation and sick leave per calendar year,expense reimbursement plans offered to similarly situated employees. Mr. Siegel entered into our company’s standard form of indemnification agreement applicable to its directors and may participate in our standard benefits plans. Dr. Mayer is also entitled to be reimbursed for reasonable out-of-pocket expenses incurred in the performance of her duties to our company in accordance with our rules and policies. We have agreed to pay the annual premiums for a key person term life insurance policy of $1,000,000, subject to underwriter’s acceptance.officers.

In the event that Dr. Mayer is terminatedof Mr. Siegel’s termination by the Company without causeCause (as such term is defined in herthe employment letter agreement) or if sheMr. Siegel resigns for good reasonGood Reason (as such term is defined in herthe employment letter agreement), then Dr. Mayer shall receive her base salary and health insurance benefits for a period of 12 months following the effective date of such termination. Dr. MayerMr. Siegel will also be entitled to any earned but unpaid annual bonus, and allseverance benefits equal to 12 months’ continuation of her outstanding equity awardshis then base salary. In addition, the Company will accelerate immediately uponreimburse Mr. Siegel for COBRA premiums in effect on the date of her termination without cause (excluding death or disability) or resignation for good reason.

Agreement with Dr. Dyercoverage in effect for him and, if applicable, his spouse and dependent children on such date under the Company’s group health plan(s). We entered into an employment letter agreement with Dr. Dyer dated June 30, 2016. Pursuant to this agreement, Dr. Dyer is entitled to receive an annual base salaryFinally, the vesting of $250,000, whichMr. Siegel’s initial option and Additional Options will be reviewed and may be adjusted periodically by the our compensation committee or board of directors. Dr. Dyer was paid a signing bonus of $150,000 immediately following the signing of her employment letter agreement. By entering into the employment letter agreement and accepting the signing bonus, Dr. Dyer agreed to waive all rights to receive any compensation amounts provided for in her previous employment agreement dated October 16, 2013.

During the term of Dr. Dyer’s employment with us, Dr. Dyer is eligible to receive an annual bonus in an amount of up to 35% of her annual base salary, providedaccelerated such that whether Dr. Dyer is entitled to receive any bonus in any given year, and the specific amount of such bonus, shall be determined annually by our board of directors, and shall be based upon mutually agreeable performance objectives and other criteria to be

determined by the board of directors. Annual bonuseshe will be payable within thirty days after the board of director’s determination that an annual bonus shall be awarded.

Pursuantdeemed vested in those shares subject to the terms of her employment letter agreement, on June 30, 2016, we granted to Dr. Dyer an RSU award under our 2015 Plan, representing the right to receive 220,000 shares of our common stock. The RSU award vests and will be settled over a three-year period, with one-third of the units vesting on the 12-month anniversary of the date of grant, and the remaining units vesting in equal quarterly tranches over the following twenty-four months of continuous service.

Upon change of control of our company, weoptions that would have agreed to pay Dr. Dyer a bonus equal to (i) 1% of the amount of the net sale price (as such term is defined in her employment letter agreement) of our company that is $100,000,000 or less, plus (ii) an additional 0.5% of the amount of the net sale price of our company that is more than $100,000,000, payable in cash or other proceeds payable to our other stockholders in such company. Under the terms of her agreement, Dr. Dyer shall be entitled to this change of control bonus if the change of control transaction occurs within 12 months following the termination of her employment by us without cause (as such term is defined in her employment letter agreement and excluding death or disability) or within 12 months following Dr. Dyer’s resignation for good reason (as such term is defined in her employment letter agreement), provided that Dr. Dyer remains in compliance with her confidentiality and other ongoing post-termination obligations under the employment letter agreement.

Dr. Dyer shall be entitled to accrue four weeks paid vacation and sick leave per calendar year, and may participate in our standard benefits plans. Dr. Dyer is also entitled to be reimbursed for reasonable out-of-pocket expenses incurredvested in the performance12-month period following his separation date had his employment not ended.

Employee Benefit Plans

Equity Compensation Plan Information

The following table presents certain information regarding our common stock that may be issued upon the exercise of options and vesting of restricted stock units granted to employees, consultants or directors as of December 31, 2016:

		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			2,762,014	(1)		$	2.65				979,480
Equity compensation plans not approved by security holders			—			$	—				—

We have granted options to purchase common stock to our officers, directors, employees and consultants under our 2015 Equity Incentive Plan (the “Plan”). The Plan also enables us to grant restricted stock, restricted stock units and certain other equity-based compensation to our officers, directors, employees and consultants. Under the Plan, we awarded restricted stock units to eachterms of our non-employee directors in 2015company’s confidential information and 2016. We also awarded restricted stock units to certain of our officers in 2016 under the Plan.inventions assignment agreement.

Insurance Premiums

We pay 75% of premiums for medical insurance and dental insurance for all full-timefull-time employees, including our named executive officers. We also offer high deductible plan options that include a healthcare flexible spending account component for all full-timefull-time employees, including our named executive officers. These benefits are available to all full-timefull-time employees, subject to applicable laws. We also pay premiums

Equity Compensation Plan Information

The following table presents certain information regarding our common stock that may be issued under our equity plans, including upon the exercise of options and vesting of RSUs granted to employees, consultants or directors as of December 31, 2021:

____________

(1)      Amount includes 667 RSUs granted and unvested as of December 31, 2021.

(1)      Includes shares of common stock held by Marc Dumont and Patrick Dumont, JTWROS, an affiliate of Mr. Dumont.

Name and Address of Beneficial Owner		Number of Shares Beneficially Held				Number of Shares Issuable Upon Conversion or Exercise of Options and RSUs by June 12, 2017				Total Shares Beneficially Owned
										Shares				Percent
Marc Dumont(2)			121,637				18,889				140,526				1.4	%
Bob Ramsey(3)			261,748				10,000				271,748				2.7	%
Matthew K. Szot			34,000				10,000				44,000					*
Julia Williams, M.D.(4)			108,212				10,000				118,212				1.2	%
Grover Wickersham(5)			322,100				10,000				332,100				3.3	%
All executive officers and directors as a group (9 persons)(6)			1,891,873				893,889				2,785,762				27.4	%

(2)      Based on the statement on Amendment to Schedule 13G filed with the SEC on January 31, 2022, Sandpiper Capital, LLC has sole voting power over 138,000 shares and sole dispositive power over 740,504 shares. The address of Sandpiper Capital, LLC is 500 E. Plume St., Suite 109, Norfolk, VA 23510.

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC reports of ownership on Form 3 and changes in ownership on Form 4 and Form 5. Officers, directors and greater-than-10%greater-than-10% stockholders are required by Commission regulations to furnish to us copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, forms filed electronically by the reporting person or written representations from certain reporting persons, we believe that all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% beneficial owners were met during the fiscal year ended December 31, 2016.2021 were met in a timely manner by our officers, directors and greater-than-10% beneficial owners, except for the following: one late Form 4 report was filed disclosing one transaction in March 2021 by each of Ms. Kavanaugh and Mr. Grandinetti.

the same or similar circumstances and the extent of the related person’s interest in the transaction. All of the transactions described above were entered into prior to the adoption of such policy, but after presentation, consideration and approval by our board of directors.

In addition, if a related person transaction will compromise the independence of one of our directors, our audit committee may recommend that our board of directors reject the transaction if it could affect our ability to comply with securities laws and regulations or the Nasdaq Stock Market listing requirements.

Based upon these reviews and discussions, the Audit Committeeaudit committee approved and recommended to the board of directors that our audited financial statements be included in our 2021 Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.

Submitted by the Audit Committee:
Matthew K. Szot (Chair)
Grover T. Wickersham    Delphine François Chiavarini
Marc Dumont
    Jake Leach

Vote Required

Form 10-K

We will provide, without charge upon the written request of any beneficial owner of shares of our common stock entitled to vote at the Annual Meeting, a copy of our 2021 Annual Report, to Stockholders and Form 10-K

Our Annual Letter to Stockholders foras filed with the year ended December 31, 2016 (which is not a part of our proxy solicitation materials) is beingSEC, but excluding exhibits. Written requests should be mailed to our stockholders with thisprincipal executive offices, located at: SenesTech, Inc., 23460 N. 19th Avenue, Suite 110, Phoenix, AZ 85027, Attention: Secretary.

as to such other matters as may properly come before the meeting as the Proxy Holders deem advisable. Continued and to be signed on reverse side 0000569226_2 R1.0.0.24