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TABLE OF CONTENTS
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
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
| Filed by the Registrantý | ||
Filed by a Party other than the Registranto | ||
Check the appropriate box: | ||
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2)) |
ý | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to |
Invuity, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| Invuity, Inc. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
ý | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules14a-6(i)(4) and0-11. | |||
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: | |||
Notice of Annual Meeting of Stockholders to be Held May 19, 2016June 12, 2017
Dear Stockholders:
You are cordially invited to attend our 20162017 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 Thursday, May 19, 2016,Monday, June 12, 2017, at 3:10:00 p.m.a.m., local time.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:
All of our stockholders of record as of March 23, 2016,April 17, 2017, 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 each of the director nomineesnominee 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.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 Sawyer
President and Chief Executive Officer
San Francisco, California
April 28, 2017
April 8, 2016
Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: April 8, 2016May 1, 2017
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2016
2017 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 2016JUNE 12, 2017
Our board of directors is soliciting proxies for use at our 2016 annual meeting2017 Annual Meeting of stockholders,Stockholders, or the Annual Meeting, to be held on Thursday, May 19, 2016,Monday, June 12, 2017, at 3:10:00 p.m.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”"we", “us”"us", “our”"our" or the “Company.”"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.
| Q: | What is the purpose of the Annual Meeting? |
| | | |
A: | At the Annual Meeting, our stockholders will be asked to consider and vote upon the matters described in this Proxy Statement and in the |
| accompanying Notice of Annual Meeting of Stockholders, and any other matters that properly come before the Annual Meeting. |
Q: | When and where will the Annual Meeting be held? |
| | | |
A: | You are invited to attend the Annual Meeting on |
| headquarters located at 444 De Haro Street, San Francisco, CA 94107. |
Q: | Why did I receive these proxy materials? |
| | | |
A: | We are making these proxy materials available in connection with the solicitation by our board of directors of proxies to be voted at the Annual Meeting, and at any adjournment or postponement thereof. Your proxy is being solicited in connection with the Annual Meeting because you owned our common stock at the close of business on | |
You are invited to attend the Annual Meeting in person to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares as described in the response to the question entitled "How can I vote my shares" below and as described elsewhere in this Proxy Statement. | ||
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. |
You are invited to attend the Annual Meeting in person to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares as described in the response to the question entitled “How can I vote my shares” below and as described elsewhere in this Proxy Statement.
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.
| Q: | Why did I receive a notice in the mail regarding the Internet availability of proxy materials? |
| | | |
A: | Instead of mailing printed copies of our proxy materials to each of our stockholders, we have elected to provide access to them over the Internet under the |
| stockholders aware of the Annual Meeting and the availability of our proxy materials by sending a Notice of Internet Availability of Proxy Materials, or a Notice, which provides instructions for how to access the full set of proxy materials through the |
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| Internet or make a request to have printed proxy materials delivered by mail. Accordingly, on or about |
| www.invuity.com. The Notice also provides instructions on how to vote your shares through the Internet or by telephone. |
We believe compliance with the SEC’s “notice and access” rules will allow us to provide our stockholders with the materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and reducing the environmental impact of our Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice.
We believe compliance with the SEC's "notice and access" rules will allow us to provide our stockholders with the materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and reducing the environmental impact of our Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. | ||
Q: | What proposals will be voted on at the Annual Meeting? |
| | | |
A: | The proposals to be voted on at the Annual Meeting, and our board of |
| Proposal |
| Board's Voting
| |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | Election of Directors
| FOR | |||||||||
• Eric Roberts | |||||||||||
2. | Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR | |||||||||
Q: |
We will also consider any other business that properly comes before the Annual Meeting. As of the record date, we are not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons
named in the enclosed proxy card or voter instruction card will vote the shares they represent using their best judgment. James H. Mackaness and Daniel E. Caul, the designated proxyholders, are members of our management.
Who may vote at the Annual Meeting? |
| | | |
A: | If you owned our common stock on |
| of common stock held on all matters to be voted on. On the record date, there were |
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| Q: | What is the quorum requirement for the Annual Meeting? |
| | | |
A: | We need a quorum of stockholders in order to hold our Annual Meeting. A quorum exists when at least a majority of the outstanding shares of our common stock entitled to vote as of the record date, or |
| represented at the Annual Meeting, either in person or by proxy. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained. |
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Q: | What vote is required to approve each proposal? |
| | | |
A: | Election of Directors (Proposal 1): Directors will be elected by a plurality of the votes cast, so the |
Ratification of the Appointment of Independent Registered Public AccountingFirm (Proposal 2): The ratification of the
appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm requires 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.
Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal 2): The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm requires 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. | ||
Q: | What is the difference between a |
| | | |
A: | You are considered to be a stockholder of record if your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., on the record date. |
If, however, your shares are held in a brokerage account or by a bank or other agent, and not in your name, you are considered to be the beneficial owner of shares held in street name.
If you are the beneficial owner of shares held in street name, you are welcome to attend the Annual Meeting, but you may not vote your shares in person at the Annual Meeting unless you bring with you a proxy from the broker, bank or other agent that holds your shares, giving you the right to vote at the Annual Meeting.
Admission to the Annual Meeting will be on a first-come, first-served basis. You should be prepared to present government-issued photo identification for admittance, such as a passport or driver’s license. Please note that for security reasons, you and your bags may be subject to search prior to your admittance to the Annual Meeting. If you do not comply with each of the foregoing requirements, you will not be admitted to the Annual Meeting.
Q: |
If you are a beneficial owner of shares held in street name and do not provide the entity that holds your shares with specific voting instructions, the entity that holds your shares may generally vote at its discretion on “routine” matters. However, if the entity that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, it will be unable to vote your shares on that matter. This is generally referred to as a “broker non-vote.”
The ratification of the appointment of PricewaterhouseCoopers LLP as our
independent registered public accounting firm (Proposal 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote without instructions on this matter, so there will not be any broker non-votes in connection withProposal 2.
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A broker non-vote occurs when a broker, bank or other agent holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters. Shares represented by proxies that reflect a broker non-vote will be counted for purposes of determining the presence of a quorum. The election of directors (Proposal 1) is considered a non-routine matter and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 2) is considered a routine matter on which a broker, bank or other agent has discretionary authority to vote, so there will not be any broker non-votes in connection with this proposal.
How can I vote my shares? |
| | | |
A: | With respect to the election of directors (Proposal 1), you may either vote |
The procedures for voting are as follows:
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 May 18, 2016.June 11, 2017. 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 May 18, 2016.June 11, 2017. 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.
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
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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.
| Q: | How may I revoke or change my vote after submitting my proxy? |
| | | |
A: | You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. |
If you are a stockholder of record, you may revoke your proxy in one of the four following ways:
|
Your most current Internet proxy or proxy card will be the one that is counted at the Annual Meeting.
If you are a beneficial owner of shares, you may
revoke your proxy by following instructions provided by your broker, bank or other agent.
| Q: | May I vote my shares in person at the Annual Meeting? | |
| | | |
A: | If you are the stockholder of record, you have the right to vote in person at the Annual Meeting. When you arrive at the Annual Meeting, you may request a ballot. | |
If you are the beneficial owner of shares held in street name, you are welcome to attend the Annual Meeting, but you may not vote your shares in person at the Annual Meeting unless you bring with you a proxy from the broker, bank or other agent that holds your shares, giving you the right to vote at the Annual Meeting. |
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| Admission to the Annual Meeting will be on a first-come, first-served basis. You should be prepared to present government-issued photo identification for admittance, such as a passport or driver's license. Please note that for security reasons, you and your bags may be subject to search prior to your admittance to the Annual Meeting. If you do not comply with each of the foregoing requirements, you will not be admitted to the Annual Meeting. | ||
Q: | What happens if I do not give specific voting instructions? | |
| | | |
A: | If you are a stockholder of record and you indicate when voting that you wish to vote as recommended by our board of directors, or if you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares as recommended by our board of directors on all matters presented in this Proxy Statement, and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. | |
If you are a beneficial owner of shares held in street name and do not provide the entity that holds your shares with specific voting instructions, the entity that holds your shares may generally vote at its discretion on "routine" matters. However, if the entity that holds your shares does not receive instructions from you on how to vote your shares on a "non-routine" matter, it will be unable to vote your shares on that matter. This is generally referred to as a "broker non-vote." | ||
Q: | Which proposals in this Proxy Statement are considered "routine" or "non-routine" matters? | |
| | | |
A: | The election of directors (Proposal 1) is considered a non-routine matter under applicable rules. As a result, a broker or other nominee may not vote without instructions on this matter, so there may be broker non-votes onProposal 1. | |
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote without instructions on this matter, so there will not be any broker non-votes in connection withProposal 2. | ||
Q: | What is the effect of abstentions and broker non-votes? | |
| | | |
A: | Shares held by persons attending the Annual Meeting but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal, will be counted as present for purposes of determining the presence of a quorum. Abstentions are treated as shares present in person or by proxy and entitled to vote. The election of directors (Proposal 1) will be determined by a plurality of votes cast, so abstentions on this Proposal will not have an effect on the outcome of this vote. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 2) requires 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, so abstentions on this Proposal will have the same effect as a vote against this proposal. | |
A broker non-vote occurs when a broker, bank or other agent holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters. Shares represented by proxies that reflect a broker non-vote will be counted for purposes of determining the presence of a quorum. The election of directors (Proposal 1) is considered a non-routine matter and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 2) is considered a routine matter on which a broker, bank or other agent has discretionary authority to vote, so there will not be any broker non-votes in connection with this proposal. |
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| Q: | Who solicits the proxies and what is the cost of this proxy solicitation? |
| | | |
A: | We will pay all of the costs of soliciting these proxies. Our directors, officers and other employees may solicit proxies in person or by telephone, mail, fax and email, but will be paid no additional compensation for these services. We have also engaged The Proxy Advisory Group, LLC to assist in the solicitation of proxies and to provide related advice and informational support, for a services fee and the reimbursement of customary disbursements that are not expected |
| to exceed |
Q: | Where can I find voting results of the Annual Meeting? |
| | | |
A: | In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting, unless final results are not known at that |
| time in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once they are known by us. |
Q: | Whom should I contact with other questions? |
| | | |
A: | If you have additional questions about this Proxy Statement or the Annual Meeting, or if you would like additional copies of this Proxy Statement, please contact: Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer, Telephone: (415) 655-2100. |
please contact: Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer, Telephone: (415) 655-2100.-6-
PROPOSAL 1: ELECTION OF DIRECTORS
Board Structure |
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 meetingAnnual Meeting of stockholders,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:
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.
At December 31, 2015, our board of directors consisted of seven members. Upon the resignation of Dr. Brown effective that same date, Class I consisted of one director and one vacancy, Class II consisted of two directors and Class III consisted of three directors. On March 23, 2016, 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, Gregory T. Lucier agreed to change from a Class III member of our board of directors to a Class I member of our board of directors. To effect this change, Mr. Lucier resigned as a Class III director and was immediately re-appointed to our board of directors as a Class I director. Immediately following the appointment of Mr. Lucier 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 III.
Election of Directors |
At the Annual Meeting, our stockholders are being asked to vote for the Class III director nomineesnominee listed below to serve on our board of directors until our annual meeting in 20192020 Annual Meeting of Stockholders and until each of their successorshis successor has been elected and qualified, or until such director’sdirector's death, resignation or removal. Each of these nomineesThe nominee is a current member of our board of directors, whose term expires at the Annual Meeting. Each of these nomineesThe nominee has 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 proposalProposal 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 nominees,nominee, or, in the event that anythe nominee is not a candidate or is 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.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINEE
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Nominee for Director |
The following table lists the personsperson recommended by the nominating and corporate governance committee of our board of directors and nominated by our board of directors to be elected as directors,a director, including relevant information as of April 1, 201615, 2017 regarding his age, business experience, qualifications, attributes, skills and other directorships:
Nominee for Election to the Board of Directors
For a Three-Year Term Expiring at the 2020 Annual Meeting of Stockholders
(Class II Director)
| Eric Roberts Director Age: 53 Director since: 2012 | Mr. Roberts has served as a member of our board of directors since June 2012. Since January 2012, Mr. Roberts has been a founding Managing Director of Valence Life Sciences. Since June 2006, Mr. Roberts has been a founding Managing Director of Caxton Advantage Venture Partners. From 1986 to 2004, Mr. Roberts served in a variety of roles as an investment banker, including as Managing Director and Partner at Dillon, Read & Co. and Managing Director and Co-Head of the Healthcare Investment Banking Group at Lehman Brothers. Mr. Roberts serves on the board of directors of VIVUS, Inc., a publicly traded biopharmaceutical company. Mr. Roberts received a B.S. in economics from the Wharton School of the University of Pennsylvania. We believe Mr. Roberts is qualified to serve as a member of our board of directors because of his experience as an investment banker and venture capitalist in the healthcare industry. |
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Members of the Board of Directors Continuing in Office |
The following table lists the members of our board of directors that are continuing in office, including relevant information as of April 15, 2017 regarding their age, business experience, qualifications, attributes, skills and other directorships:
Nominees for Election to the Board of Directors
For a Three-Year Term Expiring at the 20192020 Annual Meeting of Stockholders
(Class I Directors)
Philip Sawyer
52 | Mr. Sawyer has served as our Chief Executive Officer and a member of our board of directors since March 2010 and as our President since June 2012. In 2008, Mr. Sawyer co-founded Helix Ventures, a healthcare venture capital fund. In 1993, Mr. Sawyer co-founded Fusion Medical Technologies, a surgical sealant company, where he held the positions of President and Chief Executive Officer for nine years, guiding the company through two private financings, an initial public offering and an acquisition by Baxter International. Mr. Sawyer worked in marketing and business development at Stryker Corporation from 1991 to 1993. Mr. Sawyer received a B.A. in political science from Haverford College and an M.B.A. from Harvard Business School.
|
Gregory
52 | Mr. Lucier has served as a member of our board of directors since October 2014 and as the Chairman of our board of directors since December 2015. Since May 2015, Mr. Lucier has served as the Chief Executive Officer of NuVasive, a publicly traded medical device company. From November 2008 to February 2014, Mr. Lucier was Chairman of the board of directors and Chief Executive Officer of Life Technologies, a global life sciences company acquired by Thermo Fisher Scientific in 2014. In May 2003, Mr. Lucier joined Life
|
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Table of the Board of Directors Continuing in OfficeContents
The following table lists the members of our board of directors that are continuing in office, including relevant information as of April 1, 2016 regarding their age, business experience, qualifications, attributes, skills and other directorships:
Term Expiring at the 20172018 Annual Meeting of Stockholders
(Class IIIII Directors)
William Burke
57 | Mr. |
| Randall Lipps Director Age: 59 Director since: 2013 | Mr. Lipps has served as a member of our board of directors since June Southern Methodist University. We believe Mr. |
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Member of the Board of Directors Not Continuing in Office |
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:
| Reza Zadno, Ph.D. Director
Age: 62 Director since: 2013 | Dr. Zadno has served as a member of our board of directors since January 2013. From September 2016, Dr. Zadno served as the chief executive officer at Avedro Inc., an InterWest Partners portfolio company and ophthalmic pharmaceutical and medical device company. From July 2016 to August 2016, Dr. Zadno served as interim chief executive officer at Avedro. Since January 2015, Dr. Zadno has served as an Innovation Advisor to Novartis Venture Fund and has served as an Executive in Residence at InterWest Partners, a venture capital firm, where he served as a Venture Partner from January 2012 to December 2014. From January 2011 to January 2012, Dr. Zadno served as a Venture Partner at New Leaf Venture Partners, a venture capital firm. From March 2001 to September 2009, Dr. Zadno was founder, President, and Chief Executive Officer of Visiogen, a medical device company, which was acquired by Abbott-Medical Optics, a medical supply company, in 2009, at which time Dr. Zadno served as its General Manager until January 2011. From August 2000 to March 2001, Dr. Zadno worked as Entrepreneur in Residence at Three Arch Partners, a healthcare investment firm. Dr. Zadno currently serves on the board of directors of Autonomic Technologies, Carbylan Therapeutics and Gobiquity. Dr. Zadno received a Ph.D. (Docteur-Ingenieur) in Mechanical Properties of Materials from Ecole des Mines de Paris.
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Term Expiring at the 2018 Annual Meeting of Stockholders
(Class III Directors)Table of Contents
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Director Independence |
Under the rules of the NASDAQ Global Market, independent directors must comprise a majority of a listed company’scompany'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’scompany'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 and Roberts 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.
Family Relationships |
There are no family relationships between any director, executive officer or person nominated to become a director or executive director.
Agreements with Directors |
None of the directors or nomineesthe nominee for director was selected pursuant to any arrangement or understanding, other than with the directors of the Company acting within their capacity as such.
Legal Proceedings with Directors
Legal Proceedings with Directors |
There are no legal proceedings related to any of the directors or the director nomineesnominee which require disclosure pursuant to Items 103 or 401(f) of Regulation S-K.
Board Leadership Structure |
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’ 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 T. Lucier and our president and chief executive officer is Philip Sawyer.
Board Role in Risk Oversight |
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
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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.
Board and Committee Meetings |
During 2015,2016, 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 while he was a director, either in person or by teleconference.
Additionally, each director attended at least 75%all committees of the meetings for each committeeour board of directors on which he served except Gregory T. Lucier did not attend one ofduring the two meetings held by the nominating and corporate governance committee.
periods that he served.
Director Attendance at Annual Meetings
Director Attendance at Annual Meetings |
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.
Five directors attended our 2016 Annual Meeting of Stockholders.
Executive Sessions |
As required by the NASDAQ Global Market, our independent directors meet in regularly scheduled
executive sessions at which only independent directors are present.
Board Committees |
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 theeach of our initial public offering and our follow-on offering, we established a pricing committee to determine the offering price and other terms of each of the
initial public offering. offerings. At present, 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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Audit Committee |
During 2015,2016, our audit committee met tenfive 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, serve on our audit committee.committee will be comprised of Messrs. Burke, Lucier and Roberts. Mr. Burke serves as chair of the audit committee and is the audit committee’scommittee'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’scommittee's primary responsibilities include:
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Compensation Committee
During 2015,2016, our compensation committee met three times (including telephonic meetings). Our compensation committee is currently comprised of Messrs. Lipps, Lucier and Roberts. Immediately prior to the Annual Meeting, Mr. Roberts serve on ourwill step down from the compensation committee. As such, following the Annual Meeting, the compensation committee will be comprised of Messrs. Lipps and Lucier. 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 Roberts met these requirements and are independent under SEC and the NASDAQ Global Market rules. The compensation committee’scommittee's responsibilities include:
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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.
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee |
During 20152016 our nominating and corporate governance committee met two timesone time (including telephonic meetings). Our nominating and corporate governance committee is currently comprised of Dr. Zadno and Messrs. Burke and Lipps serve onLipps. 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.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 LippsRoberts met these requirements and are independent under SEC and the NASDAQ Global Market rules. The nominating and corporate governance committee’scommittee's responsibilities include:
Compensation Committee Interlocks and |
Insider Participation
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Compensation Committee Interlocks and Insider Participation
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.
Director Nomination Process |
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’sCompany'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.
The committee believes it is appropriate for our 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 annual meeting2018 Annual Meeting of stockholders to be held in 2017,Stockholders, a stockholder’sstockholder's notice must be received by the corporate secretary no later than February 22, 2017March 17, 2018 and no earlier than January 23, 2017.February 15, 2018. We have not received director candidate recommendations from our stockholders.
Code of Business Conduct and Ethics
Code of Business Conduct and Ethics |
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.
Stockholder Communications with our Board of Directors
Stockholder Communications with our Board of Directors |
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. 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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Under our outside director compensation programpolicy for fiscal year 2015,2016, each of our non-employee directors received compensation for his or her service consisting of annual cash retainers and certain of our non-employee directors received equity awards, as noted below. Accordingly, Mr. Sawyer, an executive officer of the Company, is 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.
Our board of directors has not yet approved an outside director compensation program for fiscal year 2016.
Cash Compensation |
Since our initial public offering, non-employeeNon-employee directors receivedare eligible to receive the following cash compensation for their services:
All cash payments to non-employee directors were paid quarterly in arrears on a prorated basis.
Equity Compensation |
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.
In April 2015, our boardSubject to the terms of directors approved option grantsthe 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 purchase 10,810 shares$125,000, or the Annual Award. The Annual Award will be comprised of our common stock to Mr. Robertsoptions and 4,054 shares of our commonrestricted stock to Mr. Lucier. These options have an exercise price of $11.10 per share, theunits, or RSUs, each having a grant date fair market value of our common stock as determined by our board of directors on the grant date. The option granted to Mr. Roberts vests as toapproximately 50% of the underlying shares on April 16, 2015,aggregate value of the dateAnnual Award. Each stock option award granted at the 2016 Annual Meeting of grant, and the remaining 50% vests as to 1/24th per month over the following 24 months, subject to continued service through such date. The option granted to Mr. Lucier vestsStockholders will vest as to 100% of the underlying shares on April 16, 2015,subject thereto upon the datefirst annual anniversary of grant.
In May 2015, our board of directors approved an option grant to purchase 44,306 shares of our common stock to Mr. Burke. This option has an exercise price of $15.91 per share, the fair market value of our common stock as determined by our board of directors on the grant date. The option granted to Mr. Burke vests as to 1/36th per month over the following 36 months from the date of grant of such stock options, subject to the individual's continued service through suchthe applicable vesting date. Additionally, in August 2015, our boardEach RSU award granted at the 2016 Annual Meeting of directors approved an option grant to purchase 14,067 shares of our common stock to Mr. Burke. The option has an exercise price of $11.09 per share, the fair market value of our common stock as determined by our board of directors on grant date. The option granted to Mr. Burke vestsStockholders vested as to 1/36th per month over100% of the following 36 months fromshares subject thereto 30 days after the date of grant of such RSUs, subject to the individual's continued service through the applicable vesting date.
The grant date fair value of all equity awards granted under our outside director compensation policy is determined in accordance with accounting principles generally accepted in the United States of America.
Any award granted under our outside director compensation policy will fully vest in the event of a change in control, as defined in our 2015 Plan, provided that the individual remains a director through such date.
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Director Compensation Table |
The following table sets forth a summary of the compensation received by our non-employee directors who received compensation during our fiscal year ended December 31, 2015:2016:
Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | Total ($) | |||||||||
Gregory B. Brown, M.D.(2) | $ | 43,836 | $ | — | $ | 43,836 | ||||||
William W. Burke | $ | 38,356 | $ | 301,167 | $ | 339,523 | ||||||
Randall A. Lipps | $ | 33,699 | $ | 7,483 | $ | 41,182 | ||||||
Gregory T. Lucier | $ | 39,178 | $ | 16,235 | $ | 55,413 | ||||||
Eric W. Roberts | $ | 36,986 | $ | 43,291 | $ | 80,277 | ||||||
Reza Zadno, Ph.D. | $ | 35,069 | $ | — | $ | 35,069 | ||||||
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
William Burke | $ | 82,500 | $ | 62,336 | $ | 62,438 | $ | 207,274 | |||||
Randall Lipps | $ | 71,500 | $ | 62,336 | $ | 62,438 | $ | 196,274 | |||||
Gregory Lucier | $ | 55,000 | $ | 62,336 | $ | 62,438 | $ | 179,774 | |||||
Eric Roberts | $ | 67,500 | $ | 62,336 | $ | 62,438 | $ | 192,274 | |||||
Reza Zadno, Ph.D. | $ | 64,000 | $ | 62,336 | $ | 62,438 | $ | 188,774 | |||||
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, 20152016 was:
| Name | Aggregate Number of Option Shares (#) | ||||||||
|---|---|---|---|---|---|---|---|---|---|
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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, 2016.2017. 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 proposalProposal 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 proposalProposal 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.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A "FOR" VOTE FOR THIS PROPOSAL
|
Audit and All Other Fees |
The following table represents aggregate fees billed to us for services related to the fiscal years ended December 31, 20152016 and 20142015 by PricewaterhouseCoopers LLP.
| 2015 | 2014 | |||||||
Audit Fees (1) | $ | 1,906,250 | $ | 494,348 | ||||
Audit-Related Fees (2) | — | — | ||||||
Tax Fees (3) | — | $ | 25,000 | |||||
All Other Fees (4) | $ | 1,800 | $ | 1,800 | ||||
|
|
|
| |||||
| $ | 1,908,050 | $ | 521,148 | |||||
|
|
|
| |||||
| | 2016 | 2015 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 956,250 | $ | 1,906,250 | |||
Audit-Related Fees | — | — | |||||
Tax Fees | — | $ | — | ||||
All Other Fees(2) | $ | 2,970 | $ | 1,800 | |||
| | | | | | | | |
| $ | 959,220 | $ | 1,908,050 | ||||
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
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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Audit Committee Pre-Approval Policies and Procedures
Audit Committee Pre-Approval Policies and Procedures |
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 20142015 and 2015,2016, all fees identified above under the captions “Audit"Audit Fees,” “Audit-Related" "Audit-Related Fees,” “Tax" "Tax Fees,”" and “All"All Other Fees”Fees" that were billed by PricewaterhouseCoopers LLP were approved by the audit committee in accordance with SEC requirements.
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The audit committee oversees our financial reporting process on behalf of the Company’sCompany'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’sCompany's Annual Report on Form 10-K for the year ended December 31, 20152016 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’sCompany's audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’sCompany'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. 16, “Communication1301, "Communication with Audit Committees” (which superseded Statement on Auditing Standards No. 61 for fiscal years beginning after December 15, 2012) of the Public Company Accounting Oversight Board.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’auditors' independence.
We have met with PricewaterhouseCoopers LLP to discuss the overall scope of its services, the results of its audit and reviews, its evaluation of the Company’s internal controls and the overall quality of the Company’sCompany's financial reporting. PricewaterhouseCoopers LLP, as the Company’sCompany's independent registered public accounting firm, also periodically updates the audit committee about new accounting developments and their potential impact on the Company’sCompany'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’sCompany'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’sCompany'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’sCompany's Annual Report on Form 10-K for the year ended December 31, 2015.2016. We and the Company’sCompany's board of directors also recommended, subject to stockholder approval, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’sCompany's independent registered public accounting firm for the fiscal year ending December 31, 2016.2017.
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 W. Burke, Chairman
Eric W. Roberts
Reza Zadno, Ph.D.
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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Our executive officers, and their respective ages and positions with us as of April 1, 2016,15, 2017, are as follows:
| Name | Age | Position | ||
|---|---|---|---|---|
|
|
| ||
| President, Chief Executive Officer and Director | |||
James | Chief Financial Officer | |||
| Senior Vice President of Global Sales | |||
Paul | Vice President of Research and Development | |||
Doug Heigel | Vice President of Operations | |||
Alex Vayser | Chief Technology Officer and Co-Founder | |||
| Vice President of | |||
Joseph Guido | Vice President of Business Development |
Mr. Sawyer’sSawyer's biography can be found under the heading “Proposal 1—section titled "Proposal 1: Election of Directors.”Directors—Members of the Board of Directors Continuing in Office".
James H. 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 supplydevice 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 Vice President, Finance and 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.
Robert GerberichAndrew Sale has served as our Vice President of Sales since May 2015 and Vice President of Sales and Marketing from October 2012 to May 2015. From April 2012 to October 2012, Mr. Gerberich served as Senior Vice President of Global Sales and Field Development at Primcogent Solutions, a non-invasive low-level laser therapy company. Fromsince January 2006of 2017. Prior to April 2012,joining us, Mr. GerberichSale 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 UltraShape North America.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 UltraShape,Intuitive Surgical, Mr. Gerberich served asSale spent six years at Johnson & Johnson, where he provided sales and sales leadership in key specialty companies inside of Ethicon to drive the Vice Presidentgrowth of Marketing and Sales and Vice President of Sales at Thermage Inc., a medical device company (now Solta Medical).emerging products. Mr. GerberichSale received a B.S.B.A. in marketingGeneral Studies from IllinoisLouisiana State University.
Paul O. Davison has served as our Vice President of Research and Development since November 2014. From OctoberSeptember 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 JulyJune 2006 to SeptemberAugust 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, with a stem in mechanical engineering stem from Santa Clara University.
Doug Heigel has served as 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’sMedical'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
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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’sRochester's Institute of Optics.
Susan MartinSteven Annen has served as our Vice President of MarketingProduct Management and Strategy since May 2015.April 2016. He joined the Company in November 2015 as Senior Director, Product Management and Strategy. From February 2011January 2014 to August 2014, Ms. MartinOctober 2015, Mr. Annen served as the Vice President of GlobalMarketing for Grabit, Inc., a material handling technology provider. From October 2005 to January 2014, Mr. Annen served as the Director of Product Marketing at Zimmer Holdings,Intuitive Surgical Inc., a medical device company. From 2009publicly traded manufacturer of robotic surgical systems. Prior to 2011, Ms. Martin served as Executive Director of Global Marketing at Ethicon,Intuitive Surgical, Mr. Annen held leadership roles in public sector companies including Veeco Instruments, Inc., a subsidiarypublicly traded provider of Johnson & Johnson focused on surgical products. Prior to her role as Executive Directorprocess equipment technology, and Adept Technology Inc., a publicly traded provider of Global Marketing at Ethicon, Inc., Ms. Martin served in various roles at Ethicon, Inc. from 2001-2009, including Executive Director, General Managerintelligent vision-guided robotics systems and Integration Lead and Executive Director of Procedure Marketing. Ms. Martinservices. Mr. Annen received
a his B.S. in Business Administrationmechanical engineering from Bowling Green State University.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 1, 2016,31, 2017, except as noted in the footnotes below, for:
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 1, 2016,31, 2017, 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 13,401,08516,971,664 shares of common stock outstanding as of March 1, 2016.31, 2017.
| Beneficial Owner | Number of Shares Beneficially Owned | Percentage Beneficially Owned | |||||
|---|---|---|---|---|---|---|---|
5% or Greater Stockholders: | |||||||
Entities affiliated with HealthCare Royalty Partners II, L.P.(1) | 1,245,455 | 7.34% | |||||
Entities affiliated with InterWest Partners X, L.P.(2) | 1,080,272 | 6.37% | |||||
The Hartford Mutual Funds, Inc.(3) | 890,005 | 5.24% | |||||
Deerfield Mgmt, L.P.(4) | 1,690,498 | 9.96% | |||||
Novo A/S(5) | 1,318,448 | 7.77% | |||||
Directors and Named Executive Officers: | |||||||
Philip Sawyer(6) | 793,278 | 4.52% | |||||
James Mackaness(7) | 54,826 | * | |||||
Robert Gerberich(8) | 101,178 | * | |||||
William Burke(9) | 94,212 | * | |||||
Randall Lipps(10) | 74,070 | * | |||||
Gregory Lucier(11) | 110,908 | * | |||||
Eric Roberts(12) | 134,239 | * | |||||
Reza Zadno, Ph.D.(13) | 41,700 | * | |||||
All directors and executive officers as a group (14 individuals)(14) | 1,919,599 | 10.50% | |||||
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Beneficial Owner | Number of Shares Beneficially Owned | Percentage Beneficially Owned | ||||||
5% or Greater Stockholders: | ||||||||
Entities affiliated with the Wellington Entities (1) | 1,876,490 | 14.00% | ||||||
Entities affiliated with HealthCare Royalty Partners II, L.P. (2) | 1,245,455 | 9.23% | ||||||
Entities affiliated with InterWest Partners X, L.P. (3) | 1,080,272 | 8.06% | ||||||
Entities Affiliated with FMR LLC (4) | 1,657,800 | 12.37% | ||||||
Deerfield Mgmt, L.P. (5) | 1,078,218 | 8.05% | ||||||
Novo A/S (6) | 925,000 | 6.90% | ||||||
Directors and Named Executive Officers: | ||||||||
Philip Sawyer (7) | 812,235 | 5.80% | ||||||
James H. Mackaness | — | — | ||||||
Susan Martin (8) | 91,328 | * | ||||||
William W. Burke (9) | 47,432 | * | ||||||
Randall A. Lipps (10) | 31,857 | * | ||||||
Gregory T. Lucier (11) | 46,947 | * | ||||||
Eric W. Roberts (12) | 401,041 | 2.99% | ||||||
Reza Zadno, Ph.D. | — | — | ||||||
All directors and executive officers as a group (13 individuals) | 2,015,542 | 13.84% | ||||||
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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"emerging growth company”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.
Processes and Procedures for Compensation Decisions
Processes and Procedures for Compensation Decisions |
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’sofficer'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 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 January 2015,February 2016, the 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. Compensia, Inc. serves at the discretion of the compensation committee and did not provide any other services to us in 2015.2016.
Named Executive Officers |
Our "Named Executive Officers
Our “named executive officers”Officers" include our principal executive officer and the next two most highly compensated executive officers. For 2015,2016, our named executive officersNamed Executive Officers were:
Philip Sawyer, who currently serves as our President and Chief Executive Officer, as well as a member of our board of directors;
Susan Martin, who currently serves as our Vice President of Marketing; and
James H. Mackaness, who currently serves as our Chief Financial Officer.Officer; and
On April 5, 2016, it was determined that Susan Martin,Robert Gerberich, who served as our Vice President of Marketing, would be leaving the Company effective April 19,Sales through December 31, 2016. See “Executive Officer "—Employment, Agreements & Offer Letters”Change of Control and Severance Agreements" below for further discussion.
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Fiscal 2015 Summary Compensation Table
Fiscal 2016 Summary Compensation Table |
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
2015, 2016, and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2015.2016.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Philip Sawyer | 2016 | 466,667 | — | 372,500 | 359,030 | 379,516 | 20,582 | (3) | 1,598,294 | ||||||||||||||||
President, Chief Executive | 2015 | 425,000 | — | — | 502,350 | 299,089 | 9,959 | 1,236,398 | |||||||||||||||||
Officer and Director | |||||||||||||||||||||||||
James Mackaness | 2016 | 325,000 | — | 111,750 | 114,890 | 129,834 | 4,732 | 686,206 | |||||||||||||||||
Chief Financial Officer | 2015 | 115,833 | — | — | 574,032 | 25,971 | 640 | 716,476 | |||||||||||||||||
Robert Gerberich | 2016 | 290,000 | — | 96,850 | 93,348 | 155,767 | 47,479 | (5) | 683,444 | ||||||||||||||||
Vice President of Sales(4) | |||||||||||||||||||||||||
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Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
Philip Sawyer | 2015 | 425,000 | — | — | 502,350 | 299,089 | 9,959 | 1,236,398 | ||||||||||||||||||||||||
President, Chief Executive | 2014 | 375,000 | — | — | 232,448 | 151,088 | 5,939 | 764,475 | ||||||||||||||||||||||||
Officer and Director | ||||||||||||||||||||||||||||||||
Susan Martin (2) | 2015 | 149,679 | — | — | 574,692 | 42,169 | 931 | 767,471 | ||||||||||||||||||||||||
Vice President of Marketing | 2014 | — | — | — | �� | — | — | — | — | |||||||||||||||||||||||
James H. Mackaness (3) | 2015 | 115,833 | — | — | 574,032 | 25,971 | 640 | 716,476 | ||||||||||||||||||||||||
Chief Financial Officer | 2014 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Employment, Change of Control and Severance Agreements |
Currently, none of our Named Executive Officers, except for our Chief Executive Officer, EmploymentMr. Sawyer, have employment agreements with the Company. During 2016, we entered into Severance and Change of Control Agreements & Offer Letterswith 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.
Philip Sawyer
WeOn May 10, 2016, we and Mr. Sawyer entered into an Executive Employment Agreement, an Executive Change of Control Agreement, and an Executive Severance Agreement, which collectively replace and supersede Mr. Sawyer's prior employment agreement withagreement.
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Pursuant to his Employment Agreement, Mr. Sawyer's base salary for 2016 was established at $475,000. Mr. Sawyer that took effect as of the effectiveness of the registration statement, June 16, 2015. Pursuant to the agreement, Mr. Sawyer will continue to serve as our President and Chief Executive Officer on an “at will” basis. Mr. Sawyer’s employment agreement provides for a base salary of $425,000, eligibilityis eligible to receive an annual performance bonus, with theat a target amount to be determined as 80%by the Board annually, based on a percentage of Mr. Sawyer’s annualSawyer's base salary, and eligibilitysalary. Mr. Sawyer also is eligible to participate in employee benefit or group insurance plans maintained from time to time by us. Mr. Sawyer's base salary, target bonus amount, and other compensatory arrangements are subject to review and adjustment in accordance with our policies. Mr. Sawyer's Employment Agreement contains customary non-solicitation and confidentiality provisions.
Pursuant toUnder Mr. Sawyer's Change of Control Agreement, if during the pendency of a Change of Control Period, (i) Mr. Sawyer's employment agreement of Mr. Sawyer, if we terminateterminates by the employment of Mr. SawyerCompany for any reason other than due to Disability or for death, “disability,”Cause or “cause” or(ii) Mr. Sawyer resigns for “good reason” (as such terms are defined in Mr. Sawyer’s employment agreement), and, within 60 days following his termination, Mr. Sawyer executes a waiver and release of claims in our favor and resigns from all positions he may hold as an officer or director,Good Reason, Mr. Sawyer is entitled to receive (i) continuing paymentsthe following severance benefits:
during the employment period for a period of 12 months, payable pursuant to our regular payroll procedures, (ii) an amount equal to Mr. Sawyer’s target annual bonus for the fiscal year in which (i) the Change of Control occurs or (ii) his termination payable in accordance with our regular payroll procedures, (iii) occurs;
Under Mr. Sawyer's Severance Agreement, if outside of a Change of Control Period (i) Mr. Sawyer's employment terminates for any reason other than due to his respectivedeath, Disability or for Cause or (ii) Mr. Sawyer resigns for Good Reason, he is entitled to the following severance benefits:
James Mackaness
PursuantOn May 10, 2016, we and Mr. Mackaness entered into an Executive Severance Agreement and an Executive Change of Control Agreement, which together replace and supersede Mr. Mackaness' prior employment agreement.
Under Mr. Mackaness' Change of Control Agreement, if during the pendency of a Change of Control Period, (i) Mr. Mackaness' employment terminates by the Company for any reason other than due to the employment agreement ofDisability or for Cause or (ii) Mr. Sawyer, if, within the 3 month period prior to or the 12 month period following a “change of control” (as defined inMackaness resigns for Good Reason, Mr. Sawyer’s employment agreement), the employment of Mr. Sawyer is terminated under the circumstances described in the above paragraph and, within 60 days following his termination, Mr. Sawyer executes a waiver and release of claims in our favor, Mr. SawyerMackaness is entitled to receive (i) the following severance benefits:
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annualized base salary rate in effect during the employment period, payable pursuant to our regular payroll procedures, (ii) salary;
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Additionally,Under Mr. Mackaness' Severance Agreement, if within the 3 month period prioroutside of a Change of Control Period (i) Mr. Mackaness' employment terminates for any reason other than due to his death, Disability or the 12 month period following a “change of control” (as defined infor Cause or (ii) Mr. Sawyer’s employment agreement), the employment of Mr. Sawyer is terminated under the circumstances described in the above paragraph and, within 60 days following his termination, Mr. Sawyer executes a waiver and release of claims in our favor, Mr. SawyerMackaness resigns for Good Reason, he generally is entitled to receive (i)the following severance benefits:
Robert Gerberich
On May 10, 2016, we and (iv)Mr. Gerberich entered into an Executive Severance Agreement and an Executive Change of Control Agreement, which together replaced and superseded Mr. Gerberich's prior employment agreement.
Under Mr. Gerberich's Severance Agreement, if outside of a Change of Control Period (i) Mr. Gerberich's employment terminates for any reason other than due to his death, Disability or for Cause or (ii) Mr. Gerberich resigns for Good Reason, he generally is entitled to the following severance benefits:
In connection with Mr. Gerberich's departure on December 31, 2016, we and Mr. Gerberich entered into a consulting agreement, or the Consulting Agreement, pursuant to which he agreed to serve as a consultant from January 1, 2017 through March 31, 2017, or the Consulting Period, and a separation agreement, or the Separation Agreement. Pursuant to the terms of the Separation Agreement, Mr. Gerberich was entitled to receive the following severance benefits, which were conditioned upon non-solicitation and confidentiality provisions contained in the Separation and Severance Agreements:
AsStock Options, ISOs, and RSUs (each as defined in the 2015 Plan) through the Consulting Period, which awards may be exercised up to three months following the end of the Consulting Period.
For additional information, please refer to Mr. Sawyer’s employmentGerberich's compensation set forth in the "All Other Compensation" column of the Summary Compensation Table. All of Mr. Gerberich's remaining unvested equity forfeited upon the conclusion of the Consulting Agreement.
The receipt of benefits under the Change of Control and Severance Agreements are conditioned upon the executive executing a separation agreement “cause” meansand release of claims, as well as the executive's compliance with customary non-solicitation and confidentiality covenants.
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"Cause" generally is defined in the Change of Control and Severance Agreements as the occurrence of any of the following events, as determined by the Board or a committee designated by the Board, in its sole discretion: (i) Mr. Sawyer’sexecutive's conviction of, or plea of nolo contendere to, any felony; (ii) hisexecutive's commission of any act of fraud with respect to the Company,Company; (iii) any intentional misconduct by executive that has a materially adverse effect upon the Company’s business,Company's business; (iv) hisa breach by executive of any of hisexecutive's fiduciary obligations as an officer of the Company,Company; or (v) hisexecutive's willful misconduct or gross negligence in the performance of hisexecutive's duties, under his employment agreement, including hisexecutive's refusal to comply in any material respect with the legal directives of the board of directorsBoard so long as such directives are not inconsistent with hisexecutive's position and duties, (vi) his death or permanent disability, or (vii) his material violationduties.
A "Change of Control" generally is defined in the Change of Control and Severance Agreements as the occurrence of any of the Company’s policies and procedures.following:
AsThe "Change of Control Period" is defined in Mr. Sawyer’s employment agreement, “good reason” means Mr. Sawyer’sthe Change of Control and Severance Agreements as the period beginning on the date that is three months prior to, and ending on the date that is 12 months following, a Change of Control.
"Good Reason" generally is defined in the Change of Control and Severance Agreements as the executive's resignation within 30 days following expiration of any cure period as discussed below and following the occurrence of one or more of the following, without Mr. Sawyer’sthe executive's express written consent: (i) a material reduction in Mr. Sawyer’s job duties, responsibilities and requirements inconsistent with hisexecutive's position with the Company and hisexecutive's prior duties, responsibilities and requirements in effect prior to such reduction, provided, however, that a reduction in job duties, responsibilities and requirements by virtue of the Company being acquired and made part of a larger entity will not constitute good reason;reduction; (ii) a material reduction of his base salary (other than in connection with a general decrease in base salaries or target bonuses for most similarly-situated employees);executive's total cash compensation; or (iii) hisexecutive's refusal to relocate the principal place for performance of Company duties to a location more than 50 miles from the Company’sCompany's then-present location. Mr. Sawyer will not resign for good reason without first providing us with written notice
"Disability" generally is defined in the Change of Control and Severance Agreements as the actsexecutive's inability to perform his or omissions constitutingher Company duties as the grounds for good reason within 60result of his or her incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement or 180 days ofin any consecutive 12 month period, is determined to be total and permanent by a physician selected by the initial existence of the grounds for good reasonCompany or its insurers and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.acceptable to executive or executive's legal representative.
In the event any payment to Mr. Sawyeran executive pursuant to his employment agreementthese arrangements would beconstitute an "excess parachute payment," subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, the benefits payable either will be delivered in full, or the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), Mr. Sawyer will receive such payment as would entitle him to receive the greatest after-tax benefit, even if it means that we pay him a lower aggregate payment sodelivered as to minimize or eliminate the potentialsuch lesser extent which would result in no portion of such benefits being subject to excise tax imposed byunder Code Section 49994999.
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Susan Martin
We entered into an offer letter agreement with Ms. Martin on May 25, 2015. Pursuant to the offer letter agreement, Ms. Martin will serve as our Vice President of Marketing on an “at will” basis. Ms. Martin’s offer letter agreement provides for a base salary of $250,000, eligibility to receive an annual performance bonus with the target amount determined as 40% of Ms. Martin’s annual base salary, and eligibility to participate in employee benefit or group insurance plans maintained from time to time by us.
Pursuant to the offer letter agreement of Ms. Martin, if we terminate the employment of Ms. Martin without “cause” or Ms. Martin experiences an “involuntary
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termination” (as such terms are defined in Ms. Martin’s offer letter agreement), and, within 60 days following her termination, Ms. Martin executes a waiver and release of claims in our favor, Ms. Martin is entitled to receive severance in an amount equal to 3 months’ salary.
Additionally, if, within the 1 month period prior to or the 12 month period following a “change of control” (as defined in the 2015 Equity Incentive Plan), the employment of Ms. Martin is terminated under the circumstances described in the above paragraph and, within 60 days following her termination, Ms. Martin executes a waiver and release of claims in our favor, Ms. Martin is entitled to receive (i) continuing payments of salary severance for 6 months, payable pursuant to our regular payroll procedures, (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for her and her respective dependents for up to 6 months, and (iii) vesting acceleration of 100% with respect to any outstanding stock options held by her on the date of her termination.
As defined in Ms. Martin’s offer letter agreement, “cause” means (i) Ms. Martin’s conviction of any felony; (ii) her commission of any action of fraud with respect to the Company; (iii) her intentional misconduct that has a materially adverse effect upon the Company’s business; (iv) her willful breach of any her fiduciary obligations as an officer or director of the Company; or (v) her willful misconduct or gross negligence in performance of her duties under her offer letter agreement, including her refusal to comply in any material respect with the legal directives of the board of directors, so long as such directives are not inconsistent with her position and duties.
As defined in Ms. Martin’s offer letter agreement, “involuntary termination” means Ms. Martin’s departure from the Company other than for cause or her voluntary termination within 60 days following her knowledge of any of the following occurrences, to which she has not expressly consented in writing: (i) a material reduction or change in job duties, responsibilities, and requirements; (ii) a material reduction of her base salary or target bonus (other than in connection with a general decrease in base salaries or target bonuses for most similarly-situated employees); or (iii) her refusal to relocate the principal place for performance of the Company’s duties to a location more than 40 miles from the Company’s current location.
Pursuant to the offer letter agreement of Ms. Martin, Ms. Martin received an incentive stock option to
purchase 91,328 shares of the Company’s common stock. This option will vest as to 20% of the shares subject to the option on the 1 year anniversary of the vesting start date, and one sixtieth of the shares subject to the option will vest each month thereafter, subject to Ms. Martin’s continued employment with the Company through each vesting date.
Further, in connection with Ms. Martin’s relocation from Ohio to the San Francisco Bay Area, the Company will reimburse Ms. Martin for the reasonable relocation expenses she incurs or will pay such expenses directly, up to a maximum of $30,000, subject to submission and approval by the Company of reasonable supporting documentation of such expenses. If Ms. Martin’s employment terminates within the 1 year period following the date of her relocation, she will be required to reimburse the Company for 100% of the relocation expenses paid or reimbursed by the Company.
In connection with her ceasing to be an employee of the Company, subject to Ms. Martin signing a separation agreement and release of claims in favor of the Company, in lieu of any other severance benefits, Ms. Martin will receive a lump sum severance payment equal to 6 months’ base salary, reimbursement of COBRA premiums for six months, and the Company will not require Ms. Martin to repay certain relocation expenses that it has reimbursed her to date.
James H. Mackaness
We entered into an employment agreement with Mr. Mackaness that took effect on July 24, 2015. Pursuant to the agreement, Mr. Mackaness will serve as our Chief Financial Officer on an “at will” basis. Mr. Mackaness’s employment agreement provides for a base salary of $325,000, eligibility to receive an annual performance bonus with the target amount determined as 40% of Mr. Mackaness’ annual base salary, and eligibility to participate in employee benefit or group insurance plans maintained from time to time by us.
Pursuant to the employment agreement of Mr. Mackaness, if we terminate the employment of Mr. Mackaness other than for death, “disability,” or “cause” or Mr. Mackaness resigns for “good reason” (as such terms are defined in Mr. Mackaness’s employment agreement), and, within 60 days following his termination, Mr. Mackaness executes a waiver and release of claims in our favor and resigns from all positions he may hold as an officer or director, Mr. Mackaness is entitled to receive (i) continuing
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payments of his highest base salary rate in effect during the employment period for a period of 9 months, payable pursuant to our regular payroll procedures, (ii) an amount equal to Mr. Mackaness’ target annual bonus for the year of termination, payable in accordance with our regular payroll procedures, and (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to 9 months.
Additionally, if, within the 3 month period prior to or the 12 month period following a “change of control” (as defined in Mr. Mackaness’s employment agreement), the employment of Mr. Mackaness is terminated under the circumstances described in the above paragraph and, within 60 days following his termination, Mr. Mackaness executes a waiver and release of claims in our favor and resigns from all positions he may hold as an officer or director, Mr. Mackaness is entitled to receive (i) a lump sum payment equal to 18 months of his highest base salary rate in effect during the employment period, payable pursuant to our regular payroll procedures, (ii) a lump sum payment equal to 150% of the greater of his target annual bonus for the year of termination or for the year of the change in control, payable pursuant to our regular payroll procedures, (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to 18 months, and (iv) vesting acceleration of 100% with respect to any outstanding equity awards held by him on the date of his termination (with performance-based awards vesting based on achievement of target levels of performance).
As defined in Mr. Mackaness’ employment agreement, “cause” means (i) Mr. Mackaness’ conviction of, or plea of nolo contendere to, any felony; (ii) his commission of any act of fraud with respect to the Company, (iii) any intentional misconduct that has a materially adverse effect upon the Company’s business, (iv) his breach of any of his fiduciary obligations as an officer of the Company, (v) his willful misconduct or gross negligence in the performance of his duties under his employment
agreement, including his refusal to comply in any material respect with the legal directives of the board of directors so long as such directives are not inconsistent with his position and duties, (vi) his death or permanent disability, or (vii) his material violation of any of the Company’s policies and procedures.
As defined in Mr. Mackaness’ employment agreement, “good reason” means Mr. Mackaness’ resignation within 30 days following expiration of any cure period as discussed below and following the occurrence of one or more of the following, without Mr. Mackaness’ written consent: (i) a material reduction in Mr. Mackaness’ job duties, responsibilities and requirements inconsistent with his position with the Company and his prior duties, responsibilities and requirements in effect prior to such reduction, provided, however, that a reduction in job duties, responsibilities and requirements by virtue of the Company being acquired and made part of a larger entity will not constitute good reason; (ii) a material reduction of his base salary (other than in connection with a general decrease in base salaries or target bonuses for most similarly-situated employees); or (iii) his refusal to relocate the principal place for performance of Company duties to a location more than 50 miles from the Company’s then-present location. Mr. Mackaness will not resign for good reason without first providing us with written notice of the acts or omissions constituting the grounds for good reason within 60 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.
In the event any payment to Mr. Mackaness pursuant to his employment agreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), Mr. Mackaness will receive such payment as would entitle him to receive the greatest after-tax benefit, even if it means that we pay him a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.
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Non-Equity Incentive Compensation Plan
Non-Equity Incentive Compensation Plan |
We provided our Named Executive Officers and other employees an opportunity to receive formula-based incentive payments under our 20152016 Executive Bonus Plan, which is a sub-plan under, and subject to the terms and conditions of, our Executive Incentive Compensation Plan. The payment was based on a target incentive amount equal to a percentage of the participating employee’semployee's base salary, which in the case of Mr. Sawyer was 80%100% of his base salary, in the case of Mr. Mackaness was 50% of his base salary and in the case of Ms. Martin and Mr. MackanessGerberich was 40%65% of theirhis base salaries.salary.
The 20152016 Executive Bonus Plan was established by our board of directors in early 2015,February 2016, and provides for non-equity incentive compensation based upon our achievement of performance goals for 2015. Following our public offering, the 2015 Executive Bonus Plan became a sub-plan under, and subject to the terms and conditions of, our Executive Incentive Compensation Plan.2016. The actual incentive payments had two components: financial goals and product goals, with financial goals being weighted more heavily. We keep the target levels for these financial and product goals confidential for both operational and competitive reasons.
The financial goals had twofour components: quarterly revenue, quarterly operating expenses, annual revenue and annual EBIDTAoperating expenses goals, with quarterly revenue goals being weighted more heavily. The quarterly revenue componentAll of our financial goals components included a minimum threshold level of achievement. If we exceededachieved quarterly revenue that was equal to or greater than our quarterly revenue target, then our participating employees would receive a portion of that component based on a sliding scale percentage performance matrix, provided that the maximum payment could not exceed 100% of that component. If we achieved quarterly operating expenses that were less than or equal to our quarterly operating expenses target, then our participating employees would receive 100% of that component. If we achieved annual revenue that was equal to or greater than our annual revenue target, our participating employees would be eligible to receive a payment of up to 140%150% of the portion of the incentive payment allocated to the annual revenue component.component based on a sliding scale percentage performance matrix. If we achieved quarterly EBITDAannual operating expenses that waswere less than or equal to or greater than our quarterly EBITDAannual operating expenses target, then our participating employees would receive 100% of any incentive payments that component.were not paid due to missing quarterly operating expenses targets.
The product development goals had ten components, each weighted evenly. The first, second and third quarters of 2015 each contained two product development goals, whereas the fourth quarter of 2015 contained four product development goals.one component. If we failed to meet athe product development goal, the participating employee would receive no portion of the target incentive payment allocated to that component. If we achieved athe product development goal, then our participating employees would receive 100% of the target incentive payment allocated to that component.component in the quarter in which the goal was achieved.
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Outstanding Equity Awards at 2015 Year-End
Outstanding Equity Awards at 2016 Year-End |
The following table sets forth information regarding outstanding stock options and stockequity awards held by our named executive officersNamed Executive Officers as of December 31, 2015:2016:
| | Option Awards | Stock Awards | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | | | | |||||||||||||||||
| | | | | | | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock that Have Not Vested | ||||||||||||||||||
| | | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price | Option Expiration | |||||||||||||||||||||
| | Grant Date(1) | ||||||||||||||||||||||||
| Name | Exercisable(2) | Unexercisable | (#) | ($) | Date | (#) | ($)(3) | ||||||||||||||||||
Philip Sawyer | 3/17/2010 | 77,220 | — | — | 1.30 | 3/17/2020 | — | — | |||||||||||||||||
| 11/17/2010 | 77,584 | — | — | 1.30 | 11/17/2020 | — | — | ||||||||||||||||||
| 1/18/2012 | 9,944 | — | — | 1.67 | 1/18/2022 | — | — | ||||||||||||||||||
| 3/05/2014 | 23,597 | — | — | 3.15 | 3/05/2024 | — | — | ||||||||||||||||||
| 3/05/2014 | 94,317 | (4) | — | — | 3.15 | 3/05/2024 | — | — | |||||||||||||||||
| 4/30/2014 | 112,853 | — | — | 3.15 | 9/19/2022 | — | — | ||||||||||||||||||
| 4/30/2014 | 17,347 | — | — | 3.15 | 9/19/2022 | — | — | ||||||||||||||||||
| 4/16/2015 | 125,440 | (5) | — | — | 11.10 | 4/16/2025 | — | — | |||||||||||||||||
| 2/16/2016 | 15,000 | (6) | 85,000 | — | 7.45 | 2/16/2026 | — | — | |||||||||||||||||
| 2/16/2016 | — | — | — | — | — | 50,000 | (7) | 287,500 | |||||||||||||||||
James Mackaness | 9/15/2015 | 29,033 | (8) | 79,844 | — | 14.25 | 9/15/2025 | — | — | ||||||||||||||||
| 2/16/2016 | 5,333 | (9) | 26,667 | — | 7.45 | 2/16/2026 | — | — | |||||||||||||||||
| 2/16/2016 | — | — | — | — | — | 15,000 | (7) | 86,250 | |||||||||||||||||
Robert Gerberich | 1/31/2013 | 19,290 | — | — | 3.15 | 1/31/2023 | — | — | |||||||||||||||||
| 1/31/2013 | 17,927 | — | — | 3.15 | 1/31/2023 | — | — | ||||||||||||||||||
| 3/05/2014 | 12,840 | (10) | — | — | 3.15 | 3/05/2024 | — | — | |||||||||||||||||
| 3/05/2014 | 21,977 | (11) | — | — | 3.15 | 3/05/2024 | — | — | |||||||||||||||||
| 4/16/2015 | 22,049 | (12) | — | — | 11.10 | 4/16/2025 | — | — | |||||||||||||||||
| 2/16/2016 | 4,333 | (13) | 21,667 | — | 7.45 | 2/16/2026 | — | — | |||||||||||||||||
| 2/16/2016 | — | — | — | — | — | 13,000 | (7) | 74,750 | |||||||||||||||||
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| Option Awards | ||||||||||||||||||||
| Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||||
Name | Grant Date (1) | Exercisable | Unexercisable | |||||||||||||||||
Philip Sawyer | 3/17/2010 | 94,444 (2) | — | — | 1.30 | 3/17/2020 | ||||||||||||||
| 11/17/2010 | 114,360 (2) | — | — | 1.30 | 11/17/2020 | |||||||||||||||
| 1/18/2012 | 9,444 (2) | — | — | 1.67 | 1/18/2022 | |||||||||||||||
| 3/05/2014 | 23,597 (3) | — | — | 3.15 | 3/05/2024 | |||||||||||||||
| 3/05/2014 | 94,317 (4) | — | — | 3.15 | 3/05/2024 | |||||||||||||||
| 4/30/2014 | 112,853 (5) | — | — | 3.15 | (5) | 9/19/2022 | ||||||||||||||
| 4/30/2014 | 17,347 (5) | — | — | 3.15 | (5) | 9/19/2022 | ||||||||||||||
| 4/16/2015 | 125,440 (6) | — | — | 11.10 | 4/16/2025 | |||||||||||||||
Susan Martin | 5/28/2015 | 91,328 (7) | — | — | 15.91 | 5/28/2025 | ||||||||||||||
| 8/14/2015 | — | 10,000 (8) | — | 11.09 | 8/14/2025 | |||||||||||||||
James Mackaness | 9/15/2015 | — | 108,877 (9) | — | 14.25 | 9/15/2025 | ||||||||||||||
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401(k) Plan |
We maintain a tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. We may make a discretionary matching and profit sharing contribution to the 401(k) plan, and may make a discretionary employer contribution to each eligible employee each year. To date,In 2016, we have not made anyimplemented an annual matching or profits sharing contributions into the 401(k) plan. All participants’ interests in our matching and profit sharing contributions, if any, vest pursuantcontribution program up to a four-year graded vesting schedule from the timemaximum company contribution of contribution.$1,500 per eligible employee, including our Named Executive Officers. Pre-tax contributions are allocated to each participant’sparticipant's individual account and are then invested in selected investment alternatives according to the participants’participants' directions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code.Internal Revenue Code of 1986, as amended. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions are deductible by us when made.
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Equity Compensation Plan Information
Equity Compensation Plan Information |
The following table provides information as of December 31, 20152016 with respect to shares of our common stock that may be issued under our existing equity compensation plans.
Plan Category | (a) Number of | (b) Weighted | (c) Number of | |||||||||
Equity compensation plans approved by stockholders (1) | 2,038,789 | $ 6.6859 | 1,406,439 | |||||||||
Equity compensation plans not approved by stockholders. | — | — | — | |||||||||
Total | 2,038,789 | $ | 6.6859 | 1,406,439 | ||||||||
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The compensation committee of the board of directorsdirectors.
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The foregoing report has been furnished by the compensation committee.
Respectfully submitted,
COMPENSATION COMMITTEE
Randall A. Lipps, Chairman
Gregory T. Lucier
Eric W. Roberts
This Compensation 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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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We describe below transactions and series of similar transactions, since January 1, 2015,2016, to which we were a party or will be a party, in which:
Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which are described where required under “Director Compensation”"Director Compensation" and “Executive"Executive Compensation.”
"
Loan Agreement |
In February 2014, we entered into a loan agreement with HealthCare Royalty Partners, or HCRP, a holder of more than 5% of our capital stock, for an aggregate principal amount of up to $15.0 million in two separate tranches. We drew down the first tranche of $10.0 million upon execution of the loan agreement and the second tranche of $5.0 million in March 2015. Interest is payable quarterly at a fixed rate of 12.5% per annum with interest-only payments to be made from the effective date of the loan until March 31, 2017. Thereafter, we will make principal and interest
payments until the maturity of the loan on December 31, 2020. We are permitted to make a voluntary prepayment in full, but not in part, prior to December 31, 2020, which prepayment must be made together with accrued and unpaid fixed interest on the amount prepaid and any additional amounts due in respect thereof, including an additional percentage of the aggregate loan amount or outstanding principal amount, depending on the date of prepayment. The prepayment amounts are as follows:
| Prepayment Date | Prepayment Amount | ||||
|---|---|---|---|---|---|
After December 31, 2015 and on or prior to
| 150% of the aggregate loan amount, less any previously made payments of accrued fixed interest | ||||
After December 31, 2016 and on or prior to
| 112% of the outstanding principal amount | ||||
After December 31, 2017 and on or prior to
| 108% of the outstanding principal amount | ||||
After December 31, 2018 and on or prior to
| 104% of the outstanding principal amount | ||||
After December 31, 2019 and on or prior to
| 100% of the outstanding principal amount | ||||
In connection with the loan agreement, we issued HCRP a warrant to purchase 84,553 shares of Series E convertible preferred stock at $13.3052 per share. The $572,000 estimated fair value of the warrant was recorded as a reduction in the carrying value of the debt. We also paid $200,000 in debt issuance costs to HCRP in 2014, which were recorded as a debt discount. In 2015,2016, we made interest payments to HCRP pursuant to the loan agreement in the amount of $1,739,583.33approximately $1.88 million and no payments of principal were made. The outstanding principal balance of the loan was $15.0 million as of December 31, 2015.
On March 10, 2017, we entered into a credit and security agreement with MidCap Financial Trust and their affiliates, pursuant to which we borrowed a term loan of $20.0 million. In connection with the term loan, we terminated the loan agreement with HCRP and repaid all amounts outstanding under the agreement.
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Series F Preferred Stock Financing
In February and March 2015, we issued an aggregate of 1,596,212 shares of our Series F convertible preferred stock at a price per share of $14.3449. The shares of Series F convertible preferred stock converted into shares of common stock on a1-to-1.0469621828 basis upon the completion of our initial public offering, based on the initial public
offering price of $12.00 per share. The table below sets forth the number of shares of Series F convertible preferred stock sold to our directors, executive officers or holders of more than 5% of any class of our capital stock:
Name | Number of Shares of Series F Convertible Preferred Stock | Aggregate Purchase Price | ||||||
Entities affiliated with Wellington (1) | 1,394,223 | 19,999,999.99 | ||||||
Robertson Revocable Trust (2) | 47,868 | 686,668.66 | ||||||
RiverRoad Capital Partners, LLC (3) | 17,427 | 249,999.82 | ||||||
Investor Rights Agreement |
Upon the closing of the Company’s Initial Public Offering in June 2015, all 7,652,615 shares of convertible preferred stock then outstanding converted into 7,979,332 shares of common stock, which includes an aggregate of 326,717 additional shares of common stock related to anti-dilution adjustments upon conversion of the convertible preferred stock, as follows (in thousands except share data):
| Shares Authorized | Shares Issued and Outstanding | Net Carrying Value | Aggregate Liquidation Preference | |||||||||||||
Series A | 396,605 | 396,590 | $ | 2,646 | $ | 396,590 | ||||||||||
Series B | 493,385 | 478,718 | 8,141 | 568,615 | ||||||||||||
Series C | 1,586,392 | 1,566,352 | 17,412 | 1,666,248 | ||||||||||||
Series D | 2,028,236 | 2,016,929 | 24,750 | 2,034,709 | ||||||||||||
Series E | 1,702,702 | 1,597,814 | 20,806 | 1,642,002 | ||||||||||||
Series F | 1,654,594 | 1,596,212 | 22,769 | 1,671,168 | ||||||||||||
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Total | 7,861,914 | 7,652,615 | $ | 96,524 | $ | 7,979,332 | ||||||||||
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We are party to an amended and restated investor rights agreement with certain holders of our common stock, including entities with which certain of our
directors are affiliated. The investor rights agreement includes demand registration rights, short-form registration rights and piggyback registration rights.
Indemnification Agreements |
We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our amended and restated certificate of incorporation and amended and
restated bylaws require us to indemnify our directors, executive officers to the fullest extent permitted by Delaware law.
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Policies and Procedures for Related Party Transactions
Policies and Procedures for Related Party Transactions |
The audit committee of our board of directors has the primary responsibility for reviewing and approving transactions with related parties. The audit committee of our board of directors has the primary responsibility
for reviewing and approving transactions with related parties. Our audit committee charter provides that the audit committee shall review and approve in advance any related party transactions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act, of 1934, directors, executive officers and beneficial owners of 10% or more of our common stock, or reporting persons, are required to report to the SEC on a timely basis the initiation of their status as a reporting person and any changes with respect to their beneficial ownership of our common stock. Based solely on our review of copies of such forms that we have received, or written representations from reporting persons, we believe that during the fiscal
year ended December 31, 2015,2016, all executive officers, directors and greater than 10% stockholders complied with all applicable SEC filing requirements, with the exception noted below:
requirements.
Proposals of stockholders intended to be presented at our annual meeting2018 Annual Meeting of stockholders to be held in 2017Stockholders must be received by us no later than December 9, 2016January 1, 2018 in order to be included in our proxy statement and form of proxy relating to that meeting.
These proposals must comply with the requirements as to form and substance established by the SEC for such proposals in order to be included in the proxy statement.
Under our amended and restated bylaws, a stockholder who wishes to make a proposal at the 20172018 annual meeting without including the proposal in our proxy statement and form of proxy relating to that meeting must notify us no earlier than the close of business on January 23, 2017February 15, 2018 and no later than the close of business on February 22, 2017.March 17, 2018. Our amended and restated bylaws specify certain requirements regarding the form and content of such a notice.
A copy of our Annual Report has been posted onwww.invuity.com, along with this Proxy Statement, each of which is accessible by following the instructions in the Notice. Any person who was a beneficial owner of our common stock on the record date may request a copy of our Annual Report, and it will be furnished without
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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, or by telephone to (415) 655-2100.
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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,”"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., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer; 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.
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, 2017
April 8, 2016-38-
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INVUITY, INC.
Proxy for Annual Meeting of Stockholders on May 19, 2016
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James H. Mackaness and Daniel E. Caul, or either of them, as proxies, each with the power to appoint his or her substitute, to represent and vote, as designated on the reverse side hereof, all the shares of common stock ofMMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 Invuity, Inc. held of record by the undersigned at the close of business on March 23, 2016 at the Annual Meeting of Stockholders to be held May 19, 2016 at 3:00 p.m. Pacific Time at 444 De Haro Street, San Francisco, CA 94107, and at any adjournment thereof.
(Continued and to be signed on the reverse side.)
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Invuity, Inc.IMPORTANT ANNUAL MEETING INFORMATION 000004ENDORSEMENT_LINE SACKPACKMR A SAMPLEDESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6C123456789
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext
ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 11:59 pm, Eastern Time, on May 18, 2016.
June 11, 2017. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet
• Go to www.envisionreports.com/IVTY
• Or scan the QR code with your smartphone
• Follow the steps outlined on the secure website
Vote by telephone
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
• Follow the instructions provided by the recorded message
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. XAnnual Meeting Proxy Card1234 5678 9012 345
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.A q Proposals –— The Board of Directors recommends a vote FOR all the nomineesnominee listed and FOR Proposal 2.
1. To elect the following twoone Class I directorsII director to serve a three-year term:For Withhold01 - Philip Sawyer For Withhold +02 01 - Gregory LucierEric Roberts For Against Abstain
2. To ratifyRatification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ourthe fiscal year ending December 31, 2016.B2017. Non-Voting Items
Change of Address — Please print your new address below.
Comments — Please print your comments below.
Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below.
Signature 1 — Please keep signature within the box.
Signature 2 — Please keep signature within the box.C MMMMMMMC 1234567890 JNT1 U P X 2 7 3 8 2 0 1
J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X3 3 1 0 0 1 1 02LE5A MMMMMMMMM C B A Annual Meeting Proxy Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION02BOHB
. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q Proxy — Invuity, Inc.
Notice of 20162017 Annual Meeting of Shareholders
Stockholders Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107
Proxy Solicited by Board of Directors for Annual Meeting — May 19, 2016
June 12, 2017 The proxies, James Mackaness and Nicky Barber, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Invuity, Inc. to be held on May 19, 2016June 12, 2017 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxiesproxies will have authority to vote FOR both nomineesthe nominee in ItemProposal 1 and FOR ItemProposal 2.
In their discretion, the proxiesProxies are authorized to vote upon such other business as may properly come before the meeting.(Items (Items to be voted appear on reverse side.)
