Stockholder of Record: Shares Registered in Your Name

If on April 12,November 25, 2022 your shares were registered directly in your name with the Company’s transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote in person at the AnnualSpecial Meeting or vote by proxy. Whether or not you plan to attend the AnnualSpecial Meeting, we urge you to vote your shares electronically over the Internet, by telephone or by completing and returning a printed proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 12,November 25, 2022 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the AnnualSpecial Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the AnnualSpecial Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the AnnualSpecial Meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are threetwo matters scheduled for a vote:

1. To approve an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s common stock, within a range, as determined by the Company’s board of directors, of one new share for every five (5) to fifteen (15) (or any number in between) shares outstanding (the “Reverse Stock Split”), the implementation and timing of which shall be subject to the discretion of the Company’s board of directors (the “Reverse Stock Split Proposal”); and

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the AnnualSpecial Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.

How do I vote?

For ProposalProposals 1 you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify.

For Proposalsand 2, and 3, you may vote “For” or “Against” or abstain from voting.

The procedures for voting include:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the AnnualSpecial Meeting, vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the AnnualSpecial Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the AnnualSpecial Meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from Sientra. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote virtually at the AnnualSpecial Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy form.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the nominees for director, “For” the ratification of the selection by the Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022,Reverse Stock Split Proposal and “For” the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers as set forth in this Proxy Statement.Adjournment Proposal. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. In addition, we have engaged Alliance Advisors, to assist in the solicitation of proxies and to provide related advice and informational support for a services fee, which is not expected to exceed $20,000. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. Although we have not yet done so, we may retain a firm to assist in the solicitation of proxies in connection with the Annual Meeting. We would pay such firm, if any, customary fees, which we expect would be no more than $20,000 plus related expenses.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the AnnualSpecial Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

If you wish to submit a proposal (including a director nomination) at next year’s annual meeting that is not to be included in next year’s proxy materials, you must notify our Secretary in writing at the address above no earlier than the close of business on February 8, 2023 and no later than the close of business on March 10, 2023 in accordance with our bylaws; provided, however that if next year’s Annual Meetingannual meeting is advanced more than 30 days prior to or delayed by more than 30 days after June 9, 2023, your proposal must be submitted not earlier than the close of business on the one hundred twentieth (120^th)(120th) day prior to such Annual Meetingannual meeting and not later than the close of business on the later of the ninetieth (90^th)(90th) day prior to such Annual Meetingannual meeting or the tenth (10^th)(10th) day following the day on which public announcement of the date of such meeting is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes. Broker non-votes have no effect and will not be counted towards the vote total for the election of any director.Special Meeting.

With respect to the proposal to ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022,Reverse Stock Split Proposal, votes “For,” “Against,” and abstentions will be counted. Abstentions will be counted “Against” the proposal to ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Reverse Stock Split Proposal. With respect to the proposal to approve, on a non-binding advisory basis, of the compensation of our Named Executive Officers as set forth in this Proxy Statement,Adjournment Proposal, votes “For,” “Against,” abstentions, and broker non-votesabstentions will be counted. Abstentions will be counted “Against” the proposal to approve, on a non-binding advisory basis, of the compensation of our Named Executive Officers as set forth in this Proxy Statement. Broker non-votes will not be considered as present and entitled to vote on this proposal, and, therefore, will have no effect on the vote for this proposal.Adjournment Proposal.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by exchange regulation to be “non-routine,“non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

How many votes are needed to approve each proposal?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.

R2 Technologies, Inc., AVAVA, Inc. and Soltego, Inc. Prior to leading Blossom Innovations, she was the Director of Strategic Transactions at the Partners HealthCare Office of Innovations, Boston’s largest hospital network and a teaching affiliate of Harvard University. There, she was responsible for execution and management of high-value deals and launch of several successful start-ups, including Zeltiq Aesthetics. Dr. Erenburg holds a Ph.D. in Biomedical Science from the Mount Sinai School of Medicine in NY. Dr. Irina Erenburg is Founder, President & CEO of Blossom Innovations, LLC. Blossom is a groundbreaking company dedicated to the discovery and development of new clinical breakthroughs in Dermatology & Aesthetics. Dr. Erenburg is a successful serial entrepreneur with extensive experience in innovation business leadership. She is a co-founder and board member of R2 Technologies, Inc., AVAVA, Inc. and Soltego, Inc. Prior to leading Blossom Innovations, she was the Director of Strategic Transactions at the Partners HealthCare Office of Innovations, Boston’s largest hospital network and a teaching affiliate of Harvard University. There, she was responsible for execution and management of high-value deals and launch of several successful start-ups, including Zeltiq Aesthetics. Dr. Erenburg holds a Ph.D. in Biomedical Science from the Mount Sinai School of Medicine in NY. Our Board believes Dr. Erenburg is qualified to serve as one of our directors based on her medical and management experience in the aesthetics industry.

Mary M. Fisher, age 60, has served as a director of the Company since January 2019. Ms. Fisher currently serves as Chief Executive Officer, Chair and Board Director at Colorescience, a science-based skincare company and former division of SkinMedica, Inc. While at SkinMedica, she served as Chief Executive Officer from 2008 to 2012, when she led the successful sale of the company to Allergan, Inc. Prior to joining SkinMedica, Ms. Fisher served as the Chief Operating Officer of Acorda Therapeutics, a biotechnology company. She has previously held management and leadership positions at Cephalon, Immunex, and Boehringer Ingelheim. She previously served on the Board of Directors at ZELTIQ Aesthetics, Inc. and Ovascience and currently sits on the Board of MDRejuvena. In 2013, Ms. Fisher was honored as Ernst & Young’s Entrepreneur of the Year for San Diego and also received the EY Venture Capital Award of Excellence. Ms. Fisher was also named a finalist for Most Admired CEO by the San Diego Business Journal in 2018. Our Board believes Ms. Fisher is qualified to serve as a member of our board of directors because of her business and professional experience.

CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2024 ANNUAL MEETING

Ronald Menezes, age 59,has served as a director of the Company and as President and Chief Executive Officer since November 2020. Prior to joining the Company, Mr. Menezes served as President and General Manager for Almirall U.S. – Dermatology from August 2017 until November 2020. Prior to joining Almirall, Mr. Menezes served as Vice President of Sales and Operations of Assertio Therapeutics, Inc. (formerly Depomed Inc.), a specialty pharmaceutical company) from 2016 until August 2017. Formerly, Mr. Menezes served in a series of leadership roles at Allergan plc, Abbott Laboratories, Astellas Pharma Inc., Pfizer Inc. and Eli, Lilly and Co. Mr. Menezes holds a B.S. in International Business from Brigham Young University. Our Board believes Mr. Menezes is qualified to serve as one of our directors based on his business and management experience of several companies in the aesthetics industry.

Philippe A. Schaison, age 60, has served as a director of the Company since February 2017. Mr. Schaison has extensive experience leading global aesthetic organizations. Mr. Schaison currently serves as CEO and member of the board of Soltega, a biopharmaceutical innovator dedicated to leveraging the skin’s pigmentation power for therapeutic and aesthetic applications. Mr. Schaison was formerly the CEO of Syneron Candela North America and Global Executive Vice President Strategy and Business Development from November 2016 until its acquisition by Apax Partners in April 2017. Prior to that, Mr. Schaison served as President of Allergan’s U.S. aesthetic and dermatology business from September 2013 until October 2016. In that position, he led the Facial Aesthetic, Plastic and MedDerm/Skin Medical business unit, an organization of over 2,000 professionals focused on the company’s Botox^® and fillers franchises. Prior to joining Allergan, Mr. Schaison served as President, World Wide Travel Retail & Regional President, LATAM and MEA, at Clarins in New York from 2010 to August 2013. Earlier, Mr. Schaison served as CEO for Aesthetic Factors, a manufacturer of point-of-care systems for regenerative medicines and as Vice President of Global Skin Care for Johnson & Johnson, with P&L responsibility for Aveeno, Clean & Clear, Lubriderm, and Ambi, and in executive positions at L’Oréal. Mr. Schaison sits on the Board of the Galien Foundation and SENTÉ, Inc., a privately held specialty aesthetics company. He earned his MBA (Marketing) from the Hautes Etudes Commerciales (H.E.C.) in Paris, and a Doctorate in Pharmacy (Industrial) from the University of Paris. Our Board believes Mr. Schaison’s experience in prominent aesthetics organizations qualifies him to serve as one of our directors.

Keith J. Sullivan, age 64, has served as a director of the Company since August 2017. Mr. Sullivan is currently the President and CEO of Neuronetics, Inc which manufactures a device that is used to treat patients that suffer with depression. Mr. Sullivan was previously Chief Commercial Officer and President, North America of ZELTIQ Aesthetics, Inc., a medical technology company focused on developing and commercializing products utilizing its proprietary controlled-cooling technology platform under the Coolsculpting^® brand. Mr. Sullivan has more than 30 years of senior sales leadership experience in the medical device industry and has previously held leadership positions with Medicis Pharmaceuticals, Reliant Technologies, Medtronic, Vision Quest Laser Center and Coherent Medical. Mr. Sullivan received a Bachelor of Business Administration from the College of William and Mary. Our Board believes Mr. Sullivan is qualified to serve as one of our directors based on his business and management experience in medical device and aesthetics organizations.

CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2023 ANNUAL MEETING

Kevin O’Boyle, age 66, has served as a director of the Company since July 2014. Mr. O’Boyle has over 20 years of executive management experience in the medical device industry. Mr. O’Boyle currently serves as a director of GenMark Diagnostics, Inc. and Sientra, Inc. Previously, Mr. O’Boyle served as Senior Vice President and Chief Financial Officer of Advanced Biohealing Inc. a medical device company, from December 2010 until it was acquired in July 2011. Mr. O’Boyle served as CFO of NuVasive, Inc. from January 2003 until December 2009. Prior to that, Mr. O’Boyle served in various leadership positions during his six years with ChromaVision Medical Systems, Inc. Mr. O’Boyle received a B.S. in Accounting from the Rochester Institute of Technology and completed the Executive Management Program at the University of California Los Angeles, John E. Anderson Graduate Business School. Our Board believes Mr. O’Boyle is qualified to serve as one of our directors based on his financial and accounting expertise and his experience and familiarity with companies in the medical device and aesthetics industries.

Caroline Van Hove, age 41,has served as a director of the Company since January 2020 and was appointed as the Executive Chair in November 2020. Ms. Van Hove is a global commercial leader with over 20 years of diverse experience in the pharmaceutical, consumer, and medical device industry. Her experience spans North America to Europe, Africa, the Middle East to Asia Pacific and Latin America. Ms. Van Hove most recently served as Chief Commercial Officer of Sienna Biopharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on therapies in immunology and inflammation, from March 2018 until 2019. Prior to Sienna, Ms. Van Hose served in a number of roles at Allergan from 2002 to 2018, most recently as Senior Vice President of the International Strategic Marketing, where she oversaw commercial operations for the medical aesthetics, eye care and specialty care franchises, and, previously, managing commercial operations in Europe, Africa and the Middle East, and led Allergan’s international medical aesthetics operations and serving as part of Allergan’s Global Operations and International Leadership Teams. Our Board believes Ms. Van Hove is qualified to serve as a member of our board of directors because of her business and professional experience.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

As required under the NASDAQ listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including thoseCharter Amendment set forth in pertinent listing standards of NASDAQ, as inAppendix A to effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following five directors are independent directors within the meaning of the applicable NASDAQ listing standards: Mr. O’Boyle, Mr. Schaison, Ms. Fisher, Ms. Ebersole and Dr. Erenburg. In makingReverse Stock Split. If this determination, the Board found that none of these directors had a material or other disqualifying relationship with the Company.

BOARD LEADERSHIP STRUCTURE

Our BoardReverse Stock Split is currently chaired by Caroline Van Hove.

In November 2020 our Board decided that the roles of Chair of the Board and CEO would be better separated, to best serve the Board’s ability to carry out its roles and responsibilities on behalf of Sientra’s shareholders, including oversight of management and Sientra’s overall corporate governance. The Board also believes that the current structure allows our CEO to focus on managing Sientra, while leveraging our Executive Chair’s experience to drive accountability at the Board level.

BOARD DIVERSITY

We believe that having a strong, knowledgeable, energized and diverse Board of Directors is critical to helping us drive long-term stockholder value. In the past two years we have made a number of enhancements in terms of board diversity and oversight. For example, half of our Board is now comprised of female directors. Our Board committees continually evolve and update their oversight in critical areas such as cybersecurity, data privacy, sustainability and social responsibility.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements and oversees cybersecurity and data security risks and mitigation strategies. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Both the Board as a whole and the various standing committees receive periodic reports from our employees responsible for risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.

MEETINGS OF THE BOARD OF DIRECTORS

The Board met 10 times during the last fiscal year. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of the last fiscal year for which they were directors or committee members, respectively.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these standing committees has a written charter approved by the stockholders, the Board that reflects applicable standards and requirements adoptedwill have the authority, in its sole discretion, without further action by the SECstockholders, to effect the Reverse Stock Split. The Board’s decision as to whether and NASDAQ. A copy of each charter is availablewhen to stockholders oneffect the Company’s website at www.sientra.com under the Governance section located within the Investors section.

The following table provides the current membership for each of the Board committees:

Below is a description of each committee of the Board.

Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable NASDAQ rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company. The committees periodically review their charters and assess their own performance. In addition, the Nominating and Corporate Governance Committee periodically reviews the performance of the Board, including Board committees, and management, and makes recommendations to the Board and management, as applicable, for areas of improvement as it deems appropriate.

Audit Committee

The Audit Committee of the Board oversees the Company’s corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance of and assesses the qualifications of the independent auditors; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on the Company’s audit engagement team as required by law; reviews and approves or rejects transactions between the company and any related persons; confers with management and the independent auditors regarding the effectiveness of internal controls over financial reporting, the objectivity of the Company’s financial reporting and the Company’s accounting policies and practices; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints receivedReverse Stock Split, if approved by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meets to review the Company’s annual audited financial statements and quarterly financial statements with management and the independent auditor, including a review of the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Audit Committee is currently composed of three directors: Mr. O’Boyle (chair), Ms. Fisher and Dr. Erenburg. The Audit Committee met 4 times during the fiscal year ending December 31, 2021.

The Board reviews the NASDAQ listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Company’s Audit Committee are independent, as defined in the NASDAQ listing standards and Rule 10A-3 of the Exchange Act, and that each such member meets the requirements for financial literacy under applicable rules and regulations of the SEC and NASDAQ. The Board has also determined that Mr. O’Boyle qualifies as an “audit committee financial expert,” within the meaning of SEC regulations and each meet the financial sophistication requirements of the NASDAQ listing standards. The Board made a qualitative assessment of Mr. O’Boyle’s level of knowledge and experiencestockholders, will be based on a number of factors, including his formal educationprevailing market conditions, existing and experienceexpected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock.

A Reverse Stock Split will also affect our outstanding stock options, restricted stock units and shares of common stock issued under our stock plans, as a chief financial officer for a public company.

Reportwell as our outstanding warrants. Under these plans and securities, the number of shares of common stock deliverable upon exercise or grant must be appropriately adjusted and appropriate adjustments must be made to the Audit Committee ofpurchase price per share to reflect the Board of DirectorsReverse Stock Split.

The Audit Committee has reviewed and discussed with managementReverse Stock Split is not being proposed in response to any effort of which we are aware to accumulate our shares of common stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to the audited financial statements of the CompanyBoard or our stockholders.

Reasons for the fiscal year ended December 31, 2021. Reverse Stock Split

The Audit Committee has also reviewed and discussed with KPMG LLP,Board believes that effecting the Company’s independent registered public accounting firm,Reverse Stock Split would increase the audited financial statements and the audit results. The Audit Committee has discussed with KPMG LLP the matters required to be discussed by the applicableprice of our common stock which would, among other things, help us to:

Meet Nasdaq Listing Requirements

Our common stock is listed on the Nasdaq Global Select Market under the symbol SIEN. On September 29, 2022, we received written notice (the “Notice”) from the Listing Qualifications Department of The Audit Committee has also receivedNasdaq Stock Market, LLC (“Nasdaq”) notifying us that, based on the written disclosures andclosing bid price of our common stock for the letter from KPMG LLP required by applicable requirements of the PCAOB regarding the independent accountants’ communicationslast 30 consecutive trading days, we no longer comply with the Audit Committee concerning independence,minimum bid price requirement for continued listing on The Nasdaq Global Select Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and has discussed with KPMG LLPNasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the accounting firm’s independence. Upon completing these activities,Minimum Bid Price Requirement exists if the Audit Committee concluded that KPMG LLP is independent from Sientra and its management.

Based on the foregoing, the Audit Committee has recommended to the Board, and the Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-Kdeficiency continues for the fiscal year ended December 31, 2021 and filed with the Securities and Exchange Commission.

Membersa period of the Audit Committee:

Kevin O’Boyle (Chairman)

Mary M. Fisher

Dr. Irina Erenburg30 consecutive trading days.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviewsaddress these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NASDAQ purposes, which determination is based upon applicable NASDAQ listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage,issues if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries intois deemed necessary.

Improve the backgrounds and qualificationsPerception of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for director candidates. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 420 South Fairview Avenue, Suite 200, Santa Barbara, California 93117, Attn: Secretary. If a stockholder wishes to nominate such individual atOur Common Stock as an annual meeting, the stockholder must ensure the foregoing notice is delivered no later than the 90^th day and no earlier than the 120th day prior to the one-year anniversary of the preceding year’s annual meeting. Submissions must include information set forth in our amended and restated bylaws, including the full name, age and address of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of the Company’s stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Stockholders are also advised to review the Company’s bylaws, which contain additional requirements with respect to advance notice of Stockholder proposals and director nominations.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORSInvestment Security

The Board has adoptedbelieves that effecting the Reverse Stock Split is one potential means of increasing the share price of our common stock to improve the perception of our common stock as a formal process byviable investment security. Lower-priced stocks have a perception in the investment community as being risky and speculative, which stockholders may communicate withnegatively impact not only the price of our common stock, but also our market liquidity.

Board Discretion to Implement the Reverse Stock Split

Approval of this proposal authorizes the Board or anyto select a one new share for every five (5) to fifteen (15). range of its directors. Stockholders who wishReverse Stock Split ratios. The Board expects to communicate withimplement the Board may do so by sending written communications addressed toReverse Stock Split only where the Secretary of Sientra, Inc. at 420 South Fairview Avenue, Suite 200, Santa Barbara, California 93117. Each communication must set forth: the name and address of the Company stockholder on whose behalf the communication is sent; and, the number of Company shares that are owned beneficially by such stockholder as of the date of the communication. Each communication will be reviewed by the Company’s Secretary to determine whether it is appropriate for presentation to the Board or such director. Communications determined by the Company’s Secretary to be appropriate for presentation to the Board or such director will be submitted to the Board or such director on a periodic basis.

CODE OF ETHICS

The Company has adopted the Sientra, Inc. Code of Business Conduct and Ethics that applies to all officers, directors and employees. The Code of Business Conduct and Ethics is available on the Company’s website at www.sientra.com. If the Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver on its website within four business days of such amendment or waiver.

ANTI-HEDGINGAND TRADING RESTRICTIONS

Our trading compliance program prohibits our directors and employees (including, without limitation our executive officers) from hedging or pledging our securities, making short sales or trading in derivative securities related to our securities.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the annual meeting. KPMG LLP has audited the Company’s financial statements since December 31, 2012. Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a changeReverse Stock Split would be in the best interests of the Company and its stockholders.

Following stockholder approval, no further action on the part of stockholders will be required to either implement or abandon the Reverse Stock Split. If the Reverse Stock Split Proposal is approved by stockholders and the Board determines to implement the Reverse Stock Split, we would communicate to the public, prior to the effective date of the Reverse Stock Split, additional details regarding the Reverse Stock Split (including the final Reverse Stock Split ratio, as determined by the Board and the proportionate decrease in the number of authorized shares of common stock and preferred stock). The Board reserves its right to elect not to proceed with the Reverse Stock Split if it determines, in its sole discretion, that the Reverse Stock Split Proposal is no longer in the best interests of the Company or its stockholders.

Certain Risks Associated with the Reverse Stock Split

Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business and industry may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a Reverse Stock Split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split.

In connection with the auditfavor of the 2021 financial statements,adjournment, unless it is specifically marked “FOR” the Company entered into an engagement agreement with KPMG LLP which set forthdiscretionary authority to adjourn, postpone or continue the terms by which KPMG LLP will perform audit services for the Company. That agreement is subjectSpecial Meeting to alternative dispute resolution procedures and an exclusion of punitive damages.a later date.

PRE-APPROVAL POLICIES AND PROCEDURESTHE BOARD OF DIRECTORS RECOMMENDS

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, KPMG LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by KPMG LLP is compatible with maintaining the principal accountant’s independence.

THEBOARDOFDIRECTORSRECOMMENDS

AVOTEINFAVOROFPROPOSAL 2.

PROPOSAL 3

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY-VOTE”)

We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers (which consist of our Chief Executive Office and our next two highest paid executives) as described in detail in the section of this Proxy Statement titled “Compensation Discussion and Analysis.” We currently hold the say-on-pay vote annually and expect the next say-on-frequency vote will occur at the 2023 annual meeting of stockholders. We urge stockholders to carefully read the “Summary Compensation Table” and related compensation tables that follow it. Our Board and the Compensation Committee believe that the compensation policies and procedures described in this Proxy Statement are effective in achieving our compensation objectives.

Therefore, in accordance with Section 14A of the Exchange Act, we ask our stockholders to approve the following resolution at the Annual Meeting:

“RESOLVED that our stockholders approve, on a non-binding advisory basis, the compensation of the Named Executive Offices, as described in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables notes and narrative discussion in the Proxy Statement for our 2022 Annual Meeting of the Stockholders”

THEBOARDOFDIRECTORSRECOMMENDS

AVOTEINFAVOROFPROPOSAL 3.

EXECUTIVE OFFICERS

The following table sets forth certain information regarding our executive officers:

Ronald Menezes’ biographical information is included above with the director biographies under the caption “Class II Directors Continuing in Office until the 2024 Annual Meeting.”

Andy Schmidt, age 60, joined Sientra in July 2021. Andy brings to Sientra more than 20 years of financial leadership experience and has successfully directed the financial, M & A and capital market strategies of numerous publicly held companies. Most recently, he served as the CFO of Guardion Health Sciences, a Nasdaq-listed company focused on clinical nutrition, diagnostics, and medical devices. Previously, he served as the CFO of Iteris, Inc., a publicly traded global technology company. With a focus on internal and external strategic development and execution, Andy accelerated growth and achieved record stock performance. Prior, he was the CFO of publicly traded Smith Micro Software, Inc. and Genius Products, Inc. Earlier, he served in financial leadership roles with Peregrine Systems and Mad Catz Interactive. Andy received a Master of Science in Accountancy from San Diego State University and a Bachelor of Business Administration in Finance from the University of Texas, Austin, TX

Oliver Bennett, age 45, joined Sientra first as outside counsel, and then as General Counsel and Vice President of Legal and Compliance commencing in January 2018. Oliver brings with him almost two decades of experience in counseling medical device and life science companies in complex and high stakes legal issues. Prior to joining Sientra, he practiced law at a number of premier firms where he was at the cutting edge of legal practice representing clients in ground-breaking cases that have helped shape US law. Most recently, Oliver was a partner at Kirkland & Ellis LLP. Before that, he was Of Counsel at Kaye Scholer LLP (now Arnold White Kaye Scholer LLP), and an associate at Latham & Watkins, LLP and Clifford Chance US LLP. Oliver received a Master in Laws degree from Harvard Law School where he was also a Fulbright Scholar, and Bachelor of Laws and Bachelor of Arts degrees from Griffith University in Brisbane, Australia.

Caroline Van Hove’s biographical information is included above with the director biographies under the caption “Class III Directors Continuing In Office Until the 2023 Annual Meeting.”VOTE IN FAVOR OF PROPOSAL 2.

EXECUTIVE COMPENSATION

Our named executive officers for fiscal year 2021 are:

SUMMARY COMPENSATION TABLE

Compensation Elements

The executive compensation program for our named executive officers generally consists of a base salary, an annual cash bonus, equity-based awards and other benefits.

Base Salary

We pay base salaries to attract and retain key executives with the necessary experience for our future growth and success. Base salaries provide certainty to our named executive officers as to a fixed amount of their compensation. Base salaries reflect each executive officer’s responsibility level, tenure with us, individual performance and business experience. The compensation of our named executive officers is generally determined and approved by our Compensation Committee, which recommends its decisions to our Board. Our Board, without the members of management present, ultimately ratifies and approves all compensation decisions. Our Compensation Committee and Board approved the following 2021 base salaries for our named executive officers.

occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. All options are granted with a per share exercise price equal to no less than the fair market value of a share of our common stock on the date of the grant of such award.

All equity awards granted to our named executive officers and other employees have been made pursuant to the 2014 Equity Incentive Plan, or the 2014 Plan, with the exception of equity awards granted to new hires under the Sientra, Inc. Inducement Plan, or the Inducement Plan, which our Board adopted on March 7, 2016. The Inducement Plan provides for the grant of nonstatutory stock options and restricted stock unit awards to persons not previously employees or directors of Sientra, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with us within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.

Benefit Programs and Perquisites

Our employee benefit programs, including our health and welfare programs and employee stock purchase plan, are designed to provide a competitive level of benefits to our employees generally, including our named executive officers. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our named executive officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other U.S. full-time employees.

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Pursuant to the Company’s employment agreements with both Mr. Menezes and Mr. Bennett, the company agreed to reimburse Mr. Menezes and Mr. Bennett for relocation expenses to move near the Company’s offices in Santa Barbara, California. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by the Compensation Committee.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021

The following table shows certain information regarding outstanding equity awards held by the Company’s named executive officers at December 31, 2021:

Employment Agreements with our Named Executive Officers

The terms and conditions of employment for each of our named executive officers are set forth in employment agreements. Each such agreement provides for certain potential payments and benefits due upon a termination of employment or a change in control of the Company, which are further described below under “Payments upon Termination or Change in Control.” In addition, each of our executive officers has also executed our standard form of confidential information and invention assignment agreement. A summary of our current employment agreements with each of our named executive officers is set forth below.

Employment Agreement with Ronald Menezes. We entered into an employment agreement with Mr. Menezes on November 10, 2020 setting forth the terms of Mr. Menezes employment as our Chief Executive Officer. Pursuant to the agreement, Mr. Menezes is entitled to an annual base salary of $500,000.00 per year, and was provided a signing bonus of $150,000. He is also eligible to receive and annual discretionary performance bonus of up to 100% of his base salary for each full calendar year during the employment period. Additionally, Mr. Menezes employment agreement provided for the grant of (i) a nonqualified stock option to purchase 500,000 shares of the Company’s common stock (ii) a restricted stock unit award covering 500,000 shares of the Company’s common stock and (iii) a performance stock unit award of 500,000 shares. The stock option vests as follows (i) 125,000 vested and became exercisable on the first anniversary of the grant date; (ii) 375,000 vest and become exercisable in thirty-six (36) equal consecutive monthly installments thereafter. The restricted stock units which will vest in four equal installments beginning on the first anniversary of the grant date. The performance restricted stock units shall vest in accordance with the performance criteria and vesting schedule established by the Board. Mr. Menezes was also entitled to reimbursement up to $100,000 in relocation expenses. Mr. Menezes is entitled to certain severance payments and benefits under his employment agreement as further described below.

Employment Agreement with Andy Schmidt. We entered into an employment agreement with Mr. Schmidt on July 12, 2021 setting forth the terms of employment as our Chief Financial Officer. Pursuant to this agreement Mr. Schmidt is entitled to a base salary of $365,000 per year. He is also eligible to receive a performance bonus of up to 50% of his base salary for each full calendar year during the employment period. Pursuant to his employment agreement, on July 12, 2021 Mr. Schmidt was granted a restricted stock unit award covering 350,000 of the Company’s common stock, which will vest in three equal installments beginning on the first anniversary of the grant date. Mr. Schmidt is entitled to certain severance payments and benefits under his employment agreement as further described below.

Employment Agreement with Oliver Bennett. We entered into an employment agreement with Mr. Bennett on January 1, 2018 setting forth the terms of employment as our General Counsel. Pursuant to this agreement Mr. Bennett is entitled to a base salary of $350,000 per year and was provided a starting bonus of $50,000. He is also eligible to receive a performance bonus of up to 40% of his base salary for each full calendar year during the employment period. Pursuant to his employment agreement, on January 1, 2018 Mr. Bennett was granted a restricted stock unit award covering 30,000 of the Company’s common stock, one-half shall vest over a three year period on an annual basis, and one-half shall vest based on performance criteria as established by the Compensation Committee. Mr. Bennett was also entitled to reimbursement of up to $100,000 in relocation expenses. Mr. Bennett is entitled to certain severance payments and benefits under his employment agreement as further described below.

Payments upon Termination or Change of Control

Our Board has approved severance arrangements with each of our named executive officers, as summarized below. The receipt of any termination-based payments or benefits by our named executive officers was or is subject to the executive’s execution and the effectiveness of a release of claims against us. In addition, each of the named executive officer’s employment agreement provides that if any of the payments to the applicable executive constitutes a parachute payment under Section 280G of the Internal Revenue Code, or the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the executive receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code.

Mr. Menezes Employment Agreement. Pursuant to the terms of the employment agreement, Mr. Menezes is entitled to severance benefits in the event that either the Company terminates him without cause or he resigns for good reason. The severance amount consists of twenty-four (24) months of Mr. Menezes’s annual base salary and a lump sum payment equal to the pro-rata portion, if any, of the then-current performance bonus earned as of the date of separation from service, and paid COBRA premiums for the twenty-four (24) month period following such termination. In the event that Mr. Menezes is terminated within twelve (12) months following a change in control, or if an acquiror does not assume or continue Mr. Menezes’ then unvested equity awards in connection with a change in control, in addition to the above severance benefits, Mr. Menezes’ unvested RSUs shall fully vest.

Mr. Schmidt’s Employment Agreement. Mr. Schmidt’s employment agreement provides that in the event that Mr. Schmidt is terminated by us without “cause” (as defined in his employment agreement) then Mr. Schmidt will be

entitled to receive the following payments and benefits pursuant to his employment agreement: (i) cash severance in the form of continuation of his then-current base salary for twelve months, (ii) a lump sum payment equal to the pro-rata portion, if any, of the then-current bonus earned as of the date of separation from service as measured by both Company and individual performance, and (iii) up to twelve months of Company-paid COBRA premiums. If addition, if Mr. Schmidt’s employment is terminated by us without “cause” or he resigns for “good reason” (as defined in his employment agreement) immediately prior to or within twelve months following the closing of “change in control” of Sientra (as defined in the 2014 Plan), then in addition to the severance benefits summarized above, all of Mr. Schmidt’s then-unvested equity awards held as of the termination date will immediately vest and, if applicable, become exercisable upon such termination or resignation.

Mr. Bennett’s Employment Agreement. Mr. Bennett’s employment agreement provides that in the event that Mr. Bennett is terminated by us without “cause” (as defined in his employment agreement) then Mr. Bennett will be entitled to receive the following payments and benefits pursuant to his employment agreement: (i) cash severance in the form of continuation of his then-current base salary for twelve months, (ii) a lump sum payment equal to the pro-rata portion, if any, of the then-current bonus earned as of the date of separation from service as measured by both Company and individual performance, and (iii) up to twelve months of Company-paid COBRA premiums. If addition, if Mr. Bennett’s employment is terminated by us without “cause” or he resigns for “good reason” (as defined in his employment agreement) immediately prior to or within twelve months following the closing of “change in control” of Sientra (as defined in the 2014 Plan), then in addition to the severance benefits summarized above, all of Mr. Bennett’s then-unvested equity awards held as of the termination date will immediately vest and, if applicable, become exercisable upon such termination or resignation.

Compensation Recovery

As a public company subject to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, if we are required as a result of misconduct to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive. In addition, we will comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and will adopt a compensation recovery policy once final regulations on the subject have been adopted.

EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

The following table includes information as of December 31, 2021 for equity compensation plans:

DIRECTOR COMPENSATION

The following table shows for the fiscal year ended December 31, 2021 certain information with respect to the compensation of all directors of the Company. Directors who are also our employees receive no additional compensation for their service as a director. As a named executive officer, Mr. Menezes’s compensation is discussed in “Executive Compensation.”

upon the recommendation of Radford, in February 2016, the Board adopted and approved stock ownership guidelines for the non-employee directors whereby all non-employee directors should hold equity in the Company valued at or above $105,000 with a five-year time horizon to be compliant.

In the discretion of the Board, the director equity grants in any given year may also be awarded as a combination of options and restricted stock unit awards under the 2014 Plan. Notwithstanding the foregoing vesting schedules, for each non-employee director who provides service until immediately prior to the closing of a “change of control” (as defined in the 2014 Plan), the shares subject to his or her then-outstanding equity awards will become fully vested immediately prior to the closing of such “change of control”. Under the non-employee director compensation policy, we also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings.

Our executive chairman, Caroline Van Hove does not participate in the cash and equity compensation program on the same terms as non-employee directors. On November 9, 2020, we entered into an employment agreement with Ms. Van Hove, a member of the Board, to serve as Executive Chair of the Board. The Van Hove Agreement provides that Ms. Van Hove will receive an annual base salary equal to $155,000. Ms. Van Hove was granted (i) an option to purchase 100,000 shares of the Company’s common stock, 25,000 of which vested on the one-year anniversary of the grant date with the remaining 75,000 vesting in equal monthly installments thereafter, (ii) 100,000 Restricted Stock Units which will vest in four equal annual installments beginning on the one-year anniversary of the grant date and (iii) 100,000 Performance Stock Units which will vest in accordance with the performance criteria and vesting schedule established by the Board. In addition, Ms. Van Hove is eligible to receive an annual equity grant equal to the amount granted to non-employee directors of the Company and will be entitled to participate in all employee benefit programs. Ms. Van Hove is entitled to certain severance payments and benefits under her employment agreement as follows: in the event Ms. Van Hove is terminated “without cause” or resigns for “good reason” within twelve months prior to or following a “change in control” (each as defined in the Van Hove Agreement), the Company shall pay Ms. Van Hove an amount equal to twelve (12) months of her then-current base salary paid in equal installments on the Company’s normal payroll schedule over the twelve (12) month period and reimburse her COBRA premiums for twelve (12) months or until Ms. Van Hove is eligible for group health insurance through a new employer she ceases to be eligible for COBRA continuation coverage for any reason, including plan termination.

CERTAIN RELATIONSHIP AND RELATED PARTY TRANSACTIONS

RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES

We have adopted a related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, consultant or director are not considered related-person transactions under this policy. A related person is any executive officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to our Audit Committee (or, where review by our Audit Committee would be inappropriate, to another independent body of our Board) for review. The presentation must include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available. To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related-person transactions, our Audit Committee or another independent body of our board of directors takes into account the relevant available facts and circumstances including, but not limited to:

In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.

CERTAIN RELATED-PERSON TRANSACTIONS

Since January 1, 2021, there has not been nor are there currently proposed any transactions or a series of similar transactions to which the Company was or is to be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of Annual Meeting materials to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are Sientra stockholders will be “householding” the Company’s proxy materials. A single set of Annual Meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of Annual Meeting materials, please notify your broker or Sientra. Direct your written request to Sientra, Inc., Attn: Secretary, 420 South Fairview Avenue, Suite 200, Santa Barbara, California 93117 or contact the Company at (805) 562-3500. Stockholders who currently receive multiple copies of the Annual Meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers.

OTHER MATTERS

The Board of Directors knows of no other matters that will be presented for consideration at the AnnualSpecial Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

April 28,November 29, 2022

A copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2021 is available without charge upon written request to: Corporate Secretary, Sientra, Inc., 420 South Fairview Avenue, Suite 200, Santa Barbara, California 93117.