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☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 26, 2023 in person. On behalf of management and our board of directors, we thank you for your continued support and interest in SenesTech, Inc. Joel L. Fruendt 28, 2023 Can I Submit Questions During the Annual Meeting? board of directors’ recommendations as noted below. 25, 2023. •by notifying the Required Votes and Voting Assuming that a quorum is present at the Annual Meeting, the following votes will be required: Vote Required to Effect of Effect of Broker For or withhold on each nominee. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election. The No effect. No effect. For, against, or abstain. The advisory vote on the compensation of our named executive officers is No effect. No effect. For, against, or abstain. “FOR” votes from the holders of a majority of shares present and entitled to vote on this proposal. Against. No effect. ending December 31, 2023. 21, 2024. DIRECTOR Name of Director Age Position Director Term Expires Marc Dumont 79 Director(1)(2) 2016 2023 (Class I) Jake Leach 44 Director(1) 2020 2023 (Class I) Jamie Bechtel, JD, Ph.D. 49 Chair of the Board and Director(2)(3) 2018 2024 (Class II) Delphine François Chiavarini 46 Director(1)(2) 2018 2024 (Class II) Phil Grandinetti III 50 Director(3) 2020 2024 (Class II) K.C. Kavanagh 52 Director(2) 2020 2022 (Class III) Kenneth Siegel 66 Chief Executive Officer and Director 2019 2022 (Class III) Matthew Szot 47 Director(1)(2)(3) 2015 2022 (Class III) international regulatory requirements. Delphine François Chiavarini has served as a director of our company since June 2018. Since June 2017, Ms. Chiavarini has served as Position Thomas C. Chesterman Executive Vice President, Chief Financial Officer, Treasurer and is adept at a variety of capital market access techniques and has significant experience in developing the operational and financial infrastructures in companies to help support successful and rapid growth. Mr. Chesterman earned a bachelor’s degree from Harvard University and an M.B.A. from the University of California at Davis. risk-taking. Consulting services with the Kito Impact Foundation were terminated in February 2023. Our board of directors utilizes an audit committee, a compensation committee, and a nominating and corporate governance committee as standing committees comprised solely of independent board members. In board of directors as appropriate. A current copy of the compensation committee charter is available on our website at http://senestech.investorroom.com on the “Documents and Policies” page under the heading “Corporate Governance.” The functions of the compensation committee include: benefits; and and Director Nomination Process Code of Business Conduct and Ethics Name Fees Earned or Option Total Jamie Bechtel, JD, Ph.D(4) $ 114,900 $ 70,194 $ 185,094 Delphine François Chiavarini $ 42,000 $ 43,737 $ 85,737 Marc Dumont $ 27,500 $ 33,571 $ 60,571 Matthew K. Szot $ 49,500 $ 64,090 $ 113,590 Phil Grandinetti III(3) $ — $ 83,847 $ 83,847 K.C. Kavanagh(3) $ 21,000 $ 44,789 $ 65,789 Jake Leach(3) $ — $ 70,194 $ 70,194 2022. Cash Compensation: Amount Annual general retainer for service on the board $ 17,000 Additional Annual general retainer for service on the board – Chair $ 20,000 Additional Annual general retainer for service on the board – Vice Chair $ 15,000 Incremental annual retainers for chair of committees: Audit $ 15,000 Compensation $ 15,000 Nominating and Corporate Governance $ 15,000 Incremental annual retainers for members of committees: Audit $ 5,000 Compensation $ 5,000 Nominating and Corporate Governance $ 5,000 Equity Compensation: Grant details (value of Annual stock option grant for serving on the board $ 25,000 Additional Annual stock option grant for serving on the board – Chair $ 20,000 Additional Annual stock option grant for serving on the board – Vice Chair $ 20,000 Annual stock option grant for serving as chair of committees: Audit $ 10,000 Compensation $ 10,000 Nominating and Corporate Governance $ 10,000 Annual stock option grant for serving as member of committees: Audit $ 4,000 Compensation $ 4,000 Nominating and Corporate Governance $ 4,000 Name and Position Fiscal Year Salary Cash Bonus Stock Option All Other Total Kenneth Siegel 2021 $ 275,000 $ 50,000 $ — $ 123,204 $ 4,944 $ 453,148 Chief Executive 2020 $ 257,813 $ — $ — $ 111,720 $ 4,896 $ 374,429 Thomas Chesterman 2021 $ 250,000 $ 25,000 $ — $ — $ 4,284 $ 279,284 Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary 2020 $ 234,375 $ — $ — $ 27,392 $ 4,236 $ 266,003 Steven Krause, Ph.D.(5) 2021 $ 200,000 $ 12,500 $ — $ — $ — $ 212,500 Executive Vice President, Sales and Marketing 2020 $ 162,500 $ 85,000 $ 41,325 $ — $ — $ 288,825 officers”). 2022. Outstanding Equity Awards at December 31, 2022 Option Awards Stock Awards Name Number of Number of Option Option Number of Market Kenneth Siegel 415 — 17.08 2/14/2024 17,500 17,500 (2) 28.40 6/18/2024 16,994 84,971 (6) 1.80 7/31/2025 30,000 90,000 (4) 1.59 5/3/2026 Thomas C. Chesterman 6,000 — 10.00 12/01/2025 1,875 625 (3) 19.96 9/20/2024 10,418 14,583 (6) 1.80 7/31/2025 Steven Krause, Ph.D. 13,889 11,111 (7) 2.44 4/28/2025 2022. The target for the performance bonus has been subsequently revised and is now targeted to be to up to 50% of Mr. Chesterman’s base annual salary. termination. Plan category Number of Weighted- Number of Equity compensation plans approved by security holders 1,088,487 (1) $ 4.08 2,838,100 Equity compensation plans not approved by security holders — $ — — Total 1,088,487 (1) $ 4.08 2,838,100 2022: Options to purchase our common stock and RSUs are outstanding under Pay Versus Performance Table 27, 2023. 27, 2023. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o SenesTech, Inc., 23460 N. 19th Avenue, Suite 110, Phoenix, Name of Beneficial Owner Number of Number of Shares Shares Percent 5% Owners: Sandpiper Capital, LLC(2) — — 740,504 6.1 % Directors and Named Executive Officers: Kenneth Siegel 35,129 155,724 190,853 1.6 % Thomas C. Chesterman 494 31,208 31,702 * Steven Krause, Ph.D. — 18,750 18,750 * Jamie Bechtel, JD, Ph.D. 2,812 120,030 122,842 1.0 % Delphine François Chiavarini 1,314 76,444 77,758 * Marc Dumont(1) 7,420 62,029 69,449 * Phil Grandinetti III — 113,918 113,918 * K.C. Kavanagh — 62,537 62,537 * Jake Leach 150,000 99,846 249,846 2.1 % Matthew K. Szot 4,657 101,790 106,447 * All current executive officers and directors as a group (12 persons) 227,973 868,414 1,096,387 9.0 % 200, Chicago, Illinois 60604. S-K. proxy statement. compensation committee and/or board of directors. Therefore, the benefits and amounts that will be received or allocated under the 2018 Plan are not generally determinable at this time. However, please refer to the description of grants made to our named executive officers in the last fiscal year described in the “Executive Compensation” section. Grants made to our non-employee directors in the last fiscal year are described in the “Director Compensation” section. Year Ended 2021 2020 Audit fees(1) $ 57,500 $ 50,330 Audit-related fees(2) $ 7,500 $ 26,500 Tax fees $ — $ — All other fees $ — $ — Total fees $ 65,000 $ 76,830_______________________________________________________________☒☒ No fee required. 0-11.
23, 2022or the Annual Meeting,(the “Annual Meeting”) of SenesTech, Inc., a Delaware corporation, will be held on Thursday,Monday, June 23, 202226, 2023 at 12:00 p.m., Mountain Standard Time. Due toTime, at the ongoing public health impact of the novel coronavirus COVID-19 outbreak, this year’s Annual Meeting will be a virtual meeting conducted solely via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/SNES2022 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting in person.Company’s principal executive offices located at 23460 N. 19th Ave., Suite 110, Phoenix, Arizona 85027. Additional information regarding attending the Annual Meeting, voting your shares and submitting questions can be found in the Proxy Statement.K.C. Kavanagh, Kenneth Siegel and Matthew SzotJake S. Leach as a Class III directors, eachI director, to serve for a three-yearthree-year term until the 20252026 annual meeting of stockholders and until their successors arehis successor is duly elected and qualified;non-bindingnon-binding advisory vote on the compensation of our named executive officers for fiscal 20212022 (“say-on-pay”say-on-pay”);provide a non-binding advisory vote onapprove an amendment to our 2018 Equity Incentive Plan (the “2018 Plan”) to increase the frequencynumber of future non-binding advisory votes onshares available for issuance under the compensation of our named executive officers (“say-on-frequency”2018 Plan by 500,000 shares (the “2018 Plan Amendment”);2022;2023; and25, 202227, 2023 as the record date for the determination of stockholders entitled to vote at this meeting. Only stockholders of record at the close of business on April 25, 202227, 2023 are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof. virtually attend the Annual Meeting. You may vote in advance of the Annual Meeting on the Internet, by telephone or by completing and mailing a proxy or voting card. Voting in advance by Internet, telephone or mail will ensure your shares are represented at the Annual Meeting. If you virtually attend the meeting, you may choose to revoke your proxy and vote online during the meeting by following the instructions at www.virtualshareholdermeeting.com/SNES2022.10-K,10-K, for the fiscal year ended December 31, 2021.2022. We believe this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. If requested, stockholders will receive a paper copy of the proxy materials by mail.Sincerely,/s/ Kenneth SiegelKenneth SiegelPresident and Chief Executive Officer 29, 202223, 2022:26, 2023: The proxy statement and annual report to stockholders are available at http://senestech.investorroom.com/.Page610151723242627282920222023 ANNUAL MEETING OF STOCKHOLDERS20222023 Annual Meeting of Stockholders or the Annual Meeting,(the “Annual Meeting”) to be held on Thursday,Monday, June 23, 202226, 2023 at 12:00 p.m., Mountain Standard Time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders.Due to the ongoing public health impact of the novel coronavirus COVID-19 outbreak, thisThis year’s Annual Meeting will be a virtual meeting conducted solely via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/SNES2022. You will not be able to attend the Annual Meeting in person. See “How to Attend the Meeting; Asking Questions” below for more details.Ourheld at our principal executive offices, which are located at 23460 N. 19th Avenue, Suite 110, Phoenix, AZArizona 85027, and the telephone number at such principal executive offices is (928) 779-4143.779-4143. As used in this proxy statement, “we,” “us,” “our” and “our company” refer to SenesTech, Inc., a Delaware corporation.April 29, 2022,May 5, 2023, we are mailing stockholders entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials or the Notice,(the “Notice”) instead of a paper copy of this proxy statement. The Notice contains instructions on how to access those documents over the Internet, which are available at http://senestech.investorroom.com/. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement and a form of proxy card or voting instruction card.25, 2021, or the record date,27, 2023 (the “record date”) are entitled to receive notice of and to vote at the Annual Meeting. Our only outstanding voting securities are shares of common stock, $0.001 par value. As of the record date, 12,212,2832,964,485 shares of our common stock were issued and outstanding, which shares of common stock are held by approximately 696694 stockholders of record.How Do I Attend the Annual Meeting?The Annual Meeting will be a virtual only meeting conducted solely via live webcast.To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/SNES2022 and use the sixteen-digit control number included on your Notice or your proxy card to enter the meeting. The live webcast will begin at 12:00 p.m., Mountain Standard Time, on June 23, 2021. We encourage you to access the virtual meeting platform at least 15 minutes prior to the start time. If you do not have a sixteen-digit control number, you will still be able to access the webcast as a guest, but you will not be able to vote your shares or ask a question during the meeting.The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong WiFi connection wherever they intend to participate in the meeting. Further instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, will be posted on the virtual meeting website.1We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. Technical support will be available on the virtual meeting platform beginning at 11:30 a.m., mountain standard time, on the day of the meeting and will remain available until the meeting has finished.If you wish to submit a question during the Annual Meeting, visit www.virtualshareholdermeeting.com/SNES2022, type your question into the “Ask a Question” field, and click “Submit.”Non-Votes;Non-Votes; Results” below for more information.Log into www.virtualshareholdermeeting.com/SNES2022You may present your completed, signed and followdated proxy card in person at the voting instructions. YouAnnual Meeting to the Inspector General. If you sign the proxy card but do not specify how you want your shares voted, they will need the sixteen-digit control number that is shown on your Notice or on your proxy card. Shares may not be voted afterin accordance with the polls close.22, 2022.2 Corporate Secretary of our company in writing before the Annual Meeting that you have revoked your proxy; or• proxy.by logging into www.virtualshareholdermeeting.com/SNES2022 and following the voting instructions during the Annual Meeting.or Alliance,(“Alliance”) to act as a proxy solicitor for the Annual Meeting. We have agreed to pay Alliance $7,500,$9,000, plus reasonable out-of-pocketout-of-pocket expenses, for proxy solicitation services and, if needed, additional fees for telephone solicitation. All related costs will be borne by us. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. Proxies may also be solicited by certain of our directors, officers or administrative employees without the payment of any additional consideration. Solicitation of proxies may be made by mail, by telephone, by email, in person or otherwise.Street-nameStreet-name holders generally cannot directly vote their shares and must instead instruct the broker or other nominee how to vote their shares using the voting instruction form provided by that broker or other nominee. Many brokers also offer the option of giving voting instructions over the internet or by telephone. Instructions for giving your vote as a street-namestreet-name holder are provided on your voting instruction form.one-thirdone-third (1/3) of the stock issued and outstanding and entitled to vote are present in person or represented by proxy. A quorum is necessary for the transaction of business at the Annual Meeting.non-votesnon-votes can occur as to shares held in street name. Under the current rules that govern brokers and other nominee holders of record, if a street-namestreet-name holder does not give instructions to its broker or other nominee, such broker or other nominee will be able to vote such shares only with respect to proposals for which the broker or other nominee has discretionary voting authority, i.e., “routine” matters under The Nasdaq Stock Market LLC, or Nasdaq, rules. A “broker non-vote”non-vote” occurs when a broker or other nominee submits a proxy for the Annual Meeting but does not vote on a particular proposal because such broker or other nominee either does not exercise its discretionary voting authority or does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. only “routine” proposal you are being asked to vote on at the Annual Meeting is the ratification of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 20222023 (Proposal Four). The othersay-on-paysay-on-pay (Proposal Two) and say-on-frequencyamendment to the 2018 Plan (Proposal Three) are considered “non-routine”“non-routine” matters, which means that your bank or broker will not be permitted to vote your shares on any of the othersuch proposals at the Annual Meeting unless you provide proper voting instructions. Accordingly, stockholders are urged to give their bank or broker instructions on voting their shares on all matters.non-votesnon-votes are treated as shares present for the purpose of determining whether there is a quorum for the transaction of business at the Annual Meeting.8-K,8-K, which we expect will be filed within four business days of the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K8-K to publish results as to matters for which we have final votes and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K8-K to publish the final results.3ProposalProposal Voting Options
Adopt the
Proposal
Abstentions
Non-Votesdirectorsdirectorthree nomineesnominee for election to the board of directors who receive the greatest number of votes cast “FOR” the election of the directors by the shares present, in person or by proxy, will be elected to the board of directors.20212022 (“say-on-pay”)non-binding,non-binding, but our board of directors will consider the input of stockholders based on a majority of votes cast for the say-on-paysay-on-pay proposal. Non-binding advisory vote onApproval of the frequencyamendment to our 2018 Plan to increase the number of future non-binding advisory votes onshares of common stock available for issuance under the compensation of our named executive officers (“say-on-frequency”)2018 Plan by 500,000 sharesOne year, two years, three years abstain.The advisory vote on the frequency of future of non-binding votes on the compensation of our named executive officers is non-binding, but our board of directors will consider the input of stockholders based on the alternative that receives the most votes cast.No effect.No effect.4. Ratification of Appointment of M&K CPAS, PLLC as our independent registered public accounting firm for fiscal year 2022For, against, or abstain. “FOR” votes from the holders of a majority of shares present and entitled to vote on this proposal. Against. Brokers have discretion to vote. each of the director nominees,nominee, “FOR” the approval of the compensation of our named executive officers for fiscal year 2021,2022, “FOR” the approval of the amendment to holdour 2018 Plan to increase the advisory vote onnumber of authorized common stock available for issuance under the compensation2018 Plan by 500,0002022..14a-814a-8 under the Securities Exchange Act of 1934, as amended or the Exchange Act,(the “Exchange Act”), regarding the inclusion of stockholder proposals in4company-sponsored company-sponsored proxy materials. For a stockholder proposal to be considered timely pursuant to Rule 14a-814a-8 for inclusion in our proxy statement and form of proxy for the annual meeting to be held in 2023,2024, we must receive the proposal at our principal executive offices, addressed to our Secretary, no later than December 31, 2022.29, 2023. Any proposals received after such date will be considered untimely. Submitting a stockholder proposal does not guarantee that it will be included in our proxy statement and form of proxy.14a-814a-8 (including director nominations) shall be considered “timely” as calculated in accordance with Rule 14a-4(c)14a-4(c) under the Exchange Act, and may be brought before the 20232024 annual meeting of stockholders provided that we receive information and notice of the proposal addressed to our Secretary at our principal executive offices, no earlier than February 13, 202320, 2024 and no later than March 15, 2023.or Bylaws,(“Bylaws”), provide that only such business shall be conducted at an annual meeting of stockholders as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought in accordance with Section 2.4 of our Bylaws.at:at SenesTech, Inc., 23460 N. 19th Avenue, Suite 110, Phoenix, AZArizona 85027, Attention: Secretary.10-K, as amended,10-K for the fiscal year ended December 31, 2021, or our 20212022 (our “2022 Annual Report,Report”) you may request one at no cost to you by writing to:to SenesTech, Inc., 23460 N. 19th Avenue, Suite 110, Phoenix, AZArizona 85027, Attention: Secretary.SECSecurities and Exchange Commission (the “SEC”) or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.5DIRECTORSeightsix directors. If for any reason directors are not elected at the annual meeting of our stockholders, they may be elected at any special meeting of the stockholders that is duly called and held for that purpose in the manner provided by the Bylaws.three-yearthree-year term. The term of the current Class IIII directors expires at this year’s Annual Meeting. The term of the Class III directors expires at our 20232024 annual meeting of stockholders, and the term of the Class IIIII directors expires at the 20242025 annual meeting of stockholders. A director serves in office until a successor is duly elected and qualified, unless the director is removed, resigns or, by reason of death or other cause, is unable to serve in the capacity of director. Any additional directorships resulting from an increase in the number of directors would currently be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the total number of directors.NomineesK.C. Kavanagh, Kenneth Siegel and Matthew SzotJake S. Leach as a Class III directors. The current Class III directorsI director. Mr. Leach will stand for re-electionre-election at our Annual Meeting of Stockholders subject to election for a three-yearthree-year term expiring at our 20252026 annual meeting of stockholders.Ms. Kavanagh, Mr. Siegel and Mr. SzotLeach to the board of directors. Each of these individualsThis individual has indicated that he or she will serve if elected. We do not anticipate that any of these nomineesthis nominee will be unable or unwilling to stand for election, but if that occurs, all proxies received may be voted by the proxy holders for another person nominated by the board of directors. As there are three nominees,is one nominee, proxies may be voted for up to three persons.Nomineesone person.
Since Name of Director Age Position Director
SinceTerm Expires Jake S. Leach 45 2020 2023 (Class I) Jamie Bechtel, JD, Ph.D. 50 2018 2024 (Class II) Delphine François Chiavarini 47 2018 2024 (Class II) Phil N. Grandinetti III 51 2020 2024 (Class II) Joel L. Fruendt 62 Director, President and
Chief Executive Officer2022 2025 (Class III) Matthew K. Szot 47 2015 2025 (Class III) nominationsnominating and corporate governance committee.NomineesNomineeK.C. Kavanagh has served as a director of our company since November 2020. Ms. Kavanaugh has2020. Mr. Leach is currently the Executive Vice President and Chief Operating Officer of DexCom, Inc., a company that develops, manufacturers, and distributes continuous glucose monitoring systems for diabetes management. Since joining Dexcom, Inc. in March 2004, Mr. Leach served as Executive Vice President and Chief CommunicationsTechnology Officer for AT&T Inc. since January 2022. Previously, Ms. Kavanaugh served as Chief Communications Officer for Bacardi Limited from October 2016September 2018 to May 2021. Prior to Bacardi Limited,6Ms. Kavanagh served as SeniorPresident of Research and Development (“R&D”) from January 2015 to September 2018, and Vice President, R&D from January 2011 to January 2015. Mr. Leach holds a Bachelor of Global Communications for Starwood Hotels & Resorts,Science degree in Electrical Engineering with a branded lifestyle hospitality company,minor in Biomedical Engineering from September 2010 to September 2016. We believe that Ms. Kavanagh is qualified to serve as a memberthe University of our board of directors because of her experience in communications, marketing, branding and public relations as well as her superior leadership skills.Kenneth Siegel has served as a director of our company since February 2019 and as our Chief Executive Officer since May 2019. From December 2016 to November 2018, Mr. Siegel served in key leadership roles at Diamond Resorts International Inc., a global vacation ownership company, most recently as President from March 2017 to November 2018. Prior to Diamond Resorts, from November 2000 to October 2016, he served in key leadership roles at Starwood Hotels & Resorts, a branded lifestyle hospitality company, most recently as Chief Administrative Officer and General Counsel from May 2006 to October 2016. Prior to joining Starwood in 2000, Mr. Siegel spent four years as the Senior Vice President and General Counsel of Cognizant Corporation and its successor companies, a multinational information technology services and consulting company. Mr. Siegel has a bachelor’s degree from Cornell University and a juris doctorate degree from New York University.California, Los Angeles. We believe that Mr. SiegelLeach is qualified to serve as a member of our board of directors because of his executive leadership experience and knowledge in all facets of corporatewith publicly-traded companies, including operations and governance, including business, operational, corporate finance, mergers and acquisitions, marketing and branding gained as a senior executive of major public corporations.Matthew Szot has served as a director of our company since December 2015 and serves as Vice-Chairman of the board and Chairman of our Audit Committee. From March 2010 to November 2021, he served as the Chief Financial Officer of S&W Seed Company, a Nasdaq-listed agricultural seed biotechnology company. Since September 2020, Mr. Szot has served on the board of directors and as Chairman of the Audit and Compensation committees of INVO Bioscience, Inc, a Nasdaq-listed medical device company. From June 2018 to August 2019, Mr. Szot served on the board of directors and as Chairman of the Audit Committee of Eastside Distilling, Inc. a Nasdaq-listed craft spirits company. From February 2007 until October 2011, Mr. Szot served as the Chief Financial Officer for Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly traded and privately held companies. From 2003 to December 2006, Mr. Szot served as Chief Financial Officer and Secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG and served as an Audit Manager for various publicly traded companies. Mr. Szot has a Bachelor of Science degree in Agricultural Economics/Accountancy from the University of Illinois, Champaign-Urbana and is a Certified Public Accountant in the State of California. We believe that Mr. Szot is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions, corporate governance,strategy, as well as other operational, financialhis R&D and accounting matters gained as a pastinnovative technology experience, and present chief financial officerhis commitment to quality and directorextensive knowledge of other publicdomestic and private companies.nomineesnominee for election to the board of directors receiving the greatest number of votes cast “FOR” the election of the directors by the shares represented at the Annual Meeting will be elected to our board of directors for a three-yearthree-year term.EACH OF THE BOARD’S CLASS IIII DIRECTOR NOMINEES LISTED ON THE PROXY CARD.NOMINEE.non-profitnon-profit focused on integrating corporate social responsibility into small and medium sized businesses, and she has been the chief executive officerChief Executive Officer since February 2018. In addition, Dr. Bechtel was a co-founderco-founder of New Course, an organization focused on women-ledwomen-led conservation initiatives, and she has been a board member since August 2009. Dr. Bechtel holds a Ph.D. from Boston University, a law degree from Boston College and a bachelor’s degree from Boston University. We believe that Dr. Bechtel is qualified to serve as a member of our board of directors because she is a highly regarded leader in international conservation, and her work has led to strategic advances in the fields of conservation, sustainable finance and biology.7vice presidentVice President and general managerGeneral Manager of U.S. at Moen, a faucet manufacturing company, where she is responsible for developing strategies for profitable growth, increasing Moen’s market share and ensuring winning execution in the U.S. market. Before joining Moen, from August 2014 to June 2017, Ms. Chiavarini was senior vice presidentSenior Vice President and general managerGeneral Manager of Food and Beverage North America at Ecolab, a global leader in water, hygiene and energy technologies and services that protect people and vital resources. Ms. Chiavarini earned both a bachelor’s and a master’s degree from Audencia Business School in Nantes, France, and attended executive programs at The University of Chicago Booth School of Business and the Wharton School of the University of Pennsylvania. We believe that Ms. Chiavarini is qualified to serve as a member of our board of directors because of her experience developing strategies for profitable growth and her experience as an executive at multiple companies.co-foundedco-founded WITHit, a wearable tech accessory company, and he has serves as its Chief Customer Officer. From February 2005 to March 2013, Mr. Grandinetti served as VPVice President of Sales at LightWedge, a global e-book,e-book, e reader and tablet accessories brand. Prior to LightWedge, Mr. Grandinetti served as Sr. VPSenior Vice President of Worldwide Sales of GSM Products, an innovative outdoor products company, from February 2002 to February 2005. Mr. Grandinetti has a J.D. from the University of San Diego School of Law and is licensed in the State of California, as well as a B.A. from the University of Iowa in Economics and Political Science. We believe that Mr. Grandinetti is qualified to serve as a member of our board of directors because of his experience with retail sales and marketing and the development and commercialization of new products.Jake LeachJoel L. Fruendt has served as a director and Chief Executive Officer of our company since November 2022 and as President since December 2022. Mr. Fruendt previously served as the President and Chief Executive Officer of Safe Reflections, Inc., a provider of colorfast, durable, reflective solutions to the occupational safety and military training apparel markets, from 2020 to 2022. Mr. Fruendt held various management roles at Clarke Environmental Inc., a pest control product and services company, from 2005 to 2020, including Vice President and General Manager and Vice President and General Manager – Sales. From 2000 to 2005, Mr. Fruendt served as the Vice President – Sales at Moore Diversified Products, a plastic conduit products and custom metal enclosures manufacturing company. From 1992 to 2000, Mr. Fruendt served as the Vice President, GM – NSC Division with Waste Management Inc., a thermoplastic liner, geotextile, and geosynthetic construction products manufacturing and installation company.2020.2021, Mr. Szot servedjoining DexCom,September 2020, Mr. Szot has served on the board of directors and as Chairman of the Audit and Compensation committees of INVO Bioscience, Inc, a Nasdaq-listed medical device company. From June 2018 to August 2019, Mr. Szot served on the board of directors and as Chairman of the Audit Committee of Eastside Distilling, Inc. a Nasdaq-listed craft spirits company. From February 2007 to October 2011, Mr. Szot served as Chief Financial Officer for Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly-traded and privately-held companies. From 2003 to December 2006, Mr. Szot served as Chief Financial Officer and Secretary of Rip Curl, Inc., a company that develops, manufacturers,market leader in wetsuit and distributes continuous glucose monitoring systems for diabetes management in March 2004,action sports apparel products. From 1996 to 2003, Mr. LeachSzot was a Certified Public Accountant with KPMG and served as Executive Vice President and Chief Technology Officer from September 2018 to the present, Senior Vice President of R&D from January 2015 to September 2018, and Vice President, R&D from January 2011 to January 2015.an Audit Manager for various publicly traded companies. Mr. Leach holdsSzot has a Bachelor of Science degree in Electrical Engineering with a minor in Biomedical EngineeringAgricultural Economics/Accountancy from the University of California, Los Angeles.Illinois, Champaign-Urbana and is a Certified Public Accountant in the state of California. We believe that Mr. Leach is qualified to serve as a member of our board of directors because of his R&D and innovative technology experience coupled with his commitment to quality and extensive knowledge of domestic and international regulatory requirements.Marc Dumont has served as a director of our company since January 2016. Mr. Dumont is owner, chairman and chief executive officer of Chateau de Messey Wineries in Burgundy, France, a wine producer, a position he has held since March 1995. He is also serving as chairman of Sanderling Ventures (a European affiliate of a U.S. venture capital firm) since 1996. Mr. Dumont holds a degree in Electrical Engineering and Applied Economics from the University of Louvain, Belgium and an MBA from the University of Chicago. We believe Mr. DumontSzot is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, international business developmentmergers and operations,acquisitions, corporate governance, as well as other operational, financial and his experienceaccounting matters gained as a past and present chief financial officer and director of other public and private companies.NameAgePositionKenneth Siegel66Joel L. Fruendt 62 President, Chief Executive Officer and Director 62Assistant SecretaryNicole Williams42Chief Strategy OfficerKim Wolin66Executive Vice President, Operations and HR and SecretarySiegel’sFruendt’s biographical details are set out under the heading “Director Nominees”“Continuing Directors” above. Assistant Secretary since December 2015. He has over 25 years of experience as the chief financial officer of a public company in the life science, technology and telecommunications industries. Most recently, he was the vice presidentVice President and treasurerTreasurer of General Communication Inc., a telecommunications company in Alaska, from 2013 to 2015. Previously, he was the chief financial officerChief Financial Officer of life science companies Bionovo Inc. from 2007 to 2012, Aradigm Corp. from 2002 to 2007 and Bio-RadBio-Rad Laboratories, Inc. from 1996 to 2002. Mr. Chesterman8Nicole Williams has served as Chief Strategy Officer of our company since May 2021 and has assumed leadership of the commercialization activities as of the end of 2021. Prior to joining our company, she was the National Director of Sales and Business Development in the orthopedic robotics division of Smith+Nephew, driving the adoption and commercialization of new technology with healthcare facilities across the country, from July 2018 to May 2021. From July 2017 to July 2018, Mrs. Williams served as Facility Administrator at DaVita Kidney Care. Previously, from September 2011 to July 2017, she was Assistant Vice President of Marketing and Public Relations for an HCA Level 1 Trauma Center driving service line growth, expansion of beds and services, and overall facility operations. Nicole’s 20-years of experience include sales and business development, operations, marketing and crisis communications. Nicole earned a bachelor’s degree at Boston University and an M.B.A. from the University of Denver.Kim Wolin joined our company as a marketing technologist in May 2013 and has served as our Executive Vice President, Operations and HR and Secretary since May 2014. From January 2009 to May 2013, she was a vice president, branch sales and service manager of Sunwest Bank, a community bank located in Flagstaff, Arizona. From November 1996 to December 2009, Ms. Wolin held the positions of assistant vice president, branch manager and Licensed Financial Advisor at Wells Fargo Bank. She has owned and operated Creative Net Solutions, a website design and hosting business, since 1994. From 1984 to 1992, Ms. Wolin owned and operated Kodas Produce Market, a health food and organic produce store in Oakland, California. Ms. Wolin earned a bachelor’s degree in Psychology from the State University of New York at Buffalo in 1977.9Kenneth Siegel,Mr. Fruendt, our President and Chief Executive Officer, and JamieDr. Bechtel, our Chair of the Board. The board of directors believes that a leadership structure that separates these roles is appropriate for our company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-dayday-to-day leadership and managing our business, while the Chair of the Board provides guidance to the Chief Executive Officer, sets the agendas for and chairs board meetings, presides over executive sessions of the independent directors, establishes priorities and procedures for the work of the full board of directors and provides information to the members of our board of directors in advance of such meetings.risk-taking.Ms. Chiavarini and Ms. Kavanagh,Chiavarini, and Messrs. Dumont, Leach, Grandinetti and Szot are independent within the meaning of Nasdaq listing standards and that none of such directors has any relationship with our company that would interfere with the exercise of their independent business judgment. The board also determined that Kenneth Siegel,Mr. Fruendt, our current President and Chief Executive Officer, is not independent. Accordingly, a majority of our directors are independent, as required under applicable Nasdaq rules. In making this determination, our board of directors considered the current and prior relationships that each non-employeenon-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employeenon-employee director.chief executive officerChief Executive Officer of Kito Impact Foundation, which has provided consulting services for the past fourfive years to the Company.our company. Kito Impact Foundation received $50,400 per year for such services. These consulting services, includewhich included partnership development and positioning services, with a focus on our company’s strategic agenda.Female Male Part : Gender Identity Directors 2 5 Part II: Demographic Background White 2 5 2021.2022. All directors attended more than 75% of the aggregate of the meetings of our board of directors and committees thereof, if any, upon which such director served during the period for which the director has been a director or committee member during 2021.2022. The independent directors meet in executive session from time to time.102021,2022, the audit committee held four meetings, the compensation committee held four meetings and the nominating and corporate governance committee held sixfive meetings. Information about these standing committees is set forth below.time-to-timetime-to-time to assist the board in fulfilling its responsibilities with respect to matters that are the subject of the ad hoc committee’s mandate.consolidated financial statements or those of any of our current subsidiaries, at any time during the past three years. The board of directors has designated Mr. Szot as an “audit committee financial expert” as defined under applicable SEC rules and has determined that Mr. Szot possesses the requisite “financial sophistication” under applicable Nasdaq rules. The audit committee operates under a written charter setting forth the functions and responsibilities of the audit committee, which is periodically reviewed by the audit committee and by the board of directors as appropriate. A current copy of the audit committee charter is available on our website at http://senestech.investorroom.com on the “Documents and Policies” page under the heading “Corporate Governance.” The functions of the audit committee include:pre-approvalpre-approval of services and review of independence and quality control procedures of the independent public accountants;related-partyrelated-party transactions, reviewing compliance with our Code of Business Conduct and Ethics, and reviewing our investment policy and compliance therewith;non-employeenon-employee director, as defined pursuant to Rule 16b-316b-3 promulgated under the Exchange Act. The compensation committee operates under a written charter, which is periodically reviewed by the compensation committee and by the11CEOChief Executive Officer and other executive officers;change-in-controlchange-in-control arrangements with executive officers; andDodd-FrankDodd-Frank Wall Street Reform and Consumer Protection Act relating to employee compensation and benefits.K.C. Kavanagh and Matthew Szot. K.C. Kavanagh was a committee member until her resignation from the board, which was effective September 1, 2022. Each of the current nominating and corporate governance committee members has been determined by the board of directors to be independent in accordance with Nasdaq standards. The nominating and corporate governance committee operates under a written charter, which is periodically reviewed by the nominating and corporate governance committee and by our board of directors as appropriate. A current copy of the nominating and corporate governance committee charter is available on our website at http://senestech.investorroom.com/ on the “Documents and Policies” page under the heading “Corporate Governance.” The functions of the nominating and corporate governance committee include:changes; and• changes.evaluating the performance of the Chief Executive Officer.12re-nomination,re-nomination, balancing the value of continuity of service by existing members of the board of directors with that of obtaining a new perspective. The nominating and corporate governance committee also takes into account an incumbent director’s performance as a board member. If any member of the board of directors does not wish to continue in service, if the nominating and corporate governance committee decides not to re-nominatere-nominate a member for reelection, if the board decided to fill a director position that is currently vacant or if the board of directors decides to recommend that the size of the board of directors be increased, the nominating and corporate governance committee identifies the desired skills and experience of a new nominee in light of the criteria described above. Current members of the board of directors and management are polled for suggestions as to individuals meeting the nominating and corporate governance committee’s criteria. Research may also be performed to identify qualified individuals.then-currentthen-current directors or other appropriate sources. Stockholders suggesting persons as director nominees should send information about a proposed nominee to our Secretary at our principal executive offices as referenced above by no later than 120 days before the anniversary of the release date of the prior year’s proxy statement, which date is identified in the section titled “Deadlines for Receipt of Stockholder Proposals.” This information should be in writing and should include a signed statement by the proposed nominee that the nominee is willing to serve as a director of our company, a description of the proposed nominee’s relationship to the stockholder and any information that the stockholder feels will fully inform the nominating and corporate governance committee about the proposed nominee and the nominee’s qualifications. The nominating and corporate governance committee may request further information from the proposed nominee and the stockholder making the recommendation. In addition, a stockholder may nominate one or more persons for election as a director at our annual meeting of stockholders if the stockholder complies with the notice, information, consent and other provisions relating to stockholder nominees contained in our bylaws. Please see the section above titled “Deadlines13��Corporate“Corporate Governance,” or free of charge upon written request to the attention of our Secretary, by regular mail at our principal executive offices, email to inquiries@senestech.com or fax at 928-526-0243.928-526-0243. We will disclose, on our website, any amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the Code of Business Conduct and Ethics enumerated in applicable rules of the SEC. In addition, we have adopted a policy for research misconduct, which also applies to all officers, directors and employees.14non-employeenon-employee directors during the year ended December 31, 2021.
Paid in Cash
($)(1)
Awards
($)(2)
($) Name All Other Compensation ($) Total
($)$ 69,500 $ 65,000 $ 46,200 (3) $ 180,700 Delphine François Chiavarini 39,500 39,000 — 78,500 24,500 29,000 — 53,500 — 76,000 — 76,000 31,500 — — 31,500 — 60,000 — 60,000 Matthew K. Szot 57,000 63,000 — 120,000 TheseRepresents the cash awards represent the amounts paid in calendar year 2021,2022, representing the second half of 2020-2021 compensationthe 2021-2022 board service year and the first half of 2021-2022 cash compensation forthe 2022-2023 board service year—“board service year” represents board service from Annual Meeting to Annual Meeting. An annual awardMeeting, which is generally June to the following June. Cash amounts paid in four equal paymentsinstallments on July 1, 2021,1st, October 1, 2021,1st, January 2, 20222nd and April 1, 2022. Only two of these quarterly payments were made in calendar year 2021.1st. This includes any additional cash compensation for service on ad hoc committees. The amounts in this column reflectRepresents the aggregate grant date fair value of option awards granted in 2021,2022, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718.718”). As of December 31, 2021,2022, the total number of shares subject to outstanding stock options held by each non-employeenon-employee director was as follows: Dr. Bechtel, 120,030;16,771; Ms. Chiavarini, 76,444;10,294; Mr. Dumont, 62,029;7,864; Mr. Grandinetti, 18,306; Mr. Leach, 14,947; and Mr. Szot, 101,790; Dr. Williams, 23,981; Mr. Leach, 99,846; Mr. Grandinetti, 113,918; and Ms. Kavanagh, 62,537.15,494. This includes any additional equity compensation for service on ad hoc committees. Mr. Grandinetti and Mr. Leach did not receive any cash compensation in 2020 or 2021. Mr. Grandinetti and Mr. Leach both elected to receive their full compensation in option awards.(4) Included in the $114,900 cash compensation paid to Dr. Bechtel is $50,400chief executive officer,Chief Executive Officer, in fiscal year 20212022 for consulting services.2021(4)Mr. Dumont is not continuing as a director after completion of his current term, which expires at the Annual Meeting.July 10, 2021,June 23, 2022, the board adopted a revised non-employeenon-employee director compensation program or the Director(the “Director Compensation Program,Program”), for providing cash and equity compensation to our non-employeenon-employee directors for their service on the board and committees of the board. 15
grant in $) Cash Equity Retainer for service on the board Retainer for service on the board $ 17,000 $ 25,000 Additional retainer for service on the board – Chair Additional retainer for service on the board – Chair 20,000 20,000 15,000 20,000 Incremental retainers for chair of committees: Incremental retainers for chair of committees: Audit 15,000 10,000 Compensation 15,000 10,000 Nominating and Corporate Governance 15,000 10,000 Incremental retainers for members of committees: Incremental retainers for members of committees: Audit 5,000 4,000 Compensation 5,000 4,000 Nominating and Corporate Governance 5,000 4,000 non-employeenon-employee directors pursuant to the Director Compensation Program will have an exercise price equal to the closing market price of our common stock on the date of grant. The options will vest in equal quarterly installments over a one-yearone-year period, and the options will expire on the fifth anniversary of the date of the grant.time-to-timetime-to-time to assist the board in fulfilling its responsibilities with respect to matters that are the subject of the ad hoc committee’s mandate. The directors serving on such ad hoc committees are compensated as appropriate, though not to exceed the compensation for participation in standing committees.non-employeenon-employee directors for reasonable travel expenses for participation in board meetings and for travel conducted on behalf of our business.16the person who served as our principal executive officer, at the end of 2021;(ii) our former principal executive officer, and (ii) the(iii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of 2021, or the named2022 (collectively, “named executive officers.
($)(4)
($)
Awards ($)(1)
Awards
($)(2)
Compensation ($)(3)
($)
Officer ____________Name and Principal Position Year Salary
($)Bonus
($)All Other
Compensation ($)Total
($)2022 $ 43,808 $ 20,000 $ 50,945 $ 124,538 $ — $ 239,291 President and Chief Executive Officer 2021 — — — — — — 2022 282,968 — — 66,660 297,411 647,039 Former President and Chief Executive Officer 2021 275,000 50,000 — 123,204 4,944 453,148 2022 250,000 — — 87,192 11,431 348,623 Executive Vice President, Chief Financial Officer, Treasurer and Secretary 2021 250,000 25,000 — — 4,284 279,284 Nicole C. Williams 2022 185,417 75,000 — 72,822 — 333,239 2021 102,083 — — 26,768 — 128,851 The amounts in this columnAmounts presented reflect the aggregate grant date fair value of stockthe awards, granted in 2021 and 2020, determined in accordance with ASC 718 for stock-based compensation.718. Assumptions used in the calculation of these award amounts are set forth in Note 11 (Stock-based6 (Stock-based Compensation) to the financial statements included in our Annual Report on Form 10-K10-K for the fiscal year ended December 31, 2021. The amountsMr. Fruendt was appointed Chief Executive Officer in this column reflect the aggregate grant date fair valueNovember 2022 and President in December 2022.stock options granted in 2021$275,000 and 2020, determined in accordance with ASC 718 for stock-based compensation. Assumptions used in the calculationhealth insurance premiums of these award amounts are set forth in Note 11 (Stock-based Compensation) to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.(3) The amounts in this column reflect the payment by our company of$17,515 and life insurance and disability insurance premiums pursuant to respectiveof $4,896.agreements.(4) The amounts in this column for 2020 salary reflects a 25% voluntary reduction in the quarterly cash compensation paid betweenwith our company terminated as of April 1, 2020 and June 30, 2020, due to the COVID20, 2023.-19 pandemic.(5) Mr Krause was hired on February 17, 2020 and his pro-rated salary for calendar year 2020 was $175,000. The $162,500 salary listed, as noted in (4) above, reflects a 25% voluntary reduction in the quarterly cash compensation paid between April 1, 2020 and June 30, 2020, due to the COVID-19 pandemic.172021 all outstanding equity awards held by each of our named executive officers as of December 31, 2021.
securities
underlying
unexercised
options (#)
exercisable
securities
underlying
unexercised
options (#)
unexercisable
exercise
price
($)(1)
expiration
date
shares or
units of
stock that
have not
vested (#)
value of
shares or
units of
stock that have not vested ($) Option Awards Stock Awards Date of Grant Number of
securities underlying outstanding options (#)Name Exercisable Unexercisable Joel L. Fruendt 12/14/2022 — 71,500 (2) $ 2.66 12/14/2027 18,799 (3) $ 50,945 Kenneth Siegel 02/14/2019 21 — 341.60 11/15/2027 — — 06/18/2019 1,750 — 568.00 11/15/2027 — — 07/31/2020 5,099 — 36.00 11/15/2027 — — 05/03/2021 6,000 — 31.80 11/15/2027 — — 02/17/2022 7,500 — 16.38 11/15/2027 — — Thomas C. Chesterman 12/1/2015 300 — 200.00 12/01/2025 — — 9/20/2019 125 — 400.00 9/20/2024 — — 7/31/2020 1,042 208 (4) 36.00 7/31/2025 — — 02/17/2022 833 2,167 (2) 16.38 02/17/2027 — — 12/14/2022 — 34,750 (2) 2.66 12/14/2027 — — 6/2/2021 625 625 (2) 33.40 6/2/2026 — — 2/17/2022 833 2,167 (2) 16.38 2/17/2027 — — 12/14/2022 — 26,500 (2) 2.66 12/14/2027 — — 1/12th of the option vested on August 16, 2019, and the remainder vestsThe options vest in equal 1/12monthly installments over a period of three years.th(3)The restricted stock units were to vest quarterly over a period of one year. In March 2023, the board of directors accelerated the restricted stock units so that they were 100% vested.thereafter.(3) 1/12thover a period of the option vested on Decemberthree years.2019, and the remainder vests in equal 1/12th2023. quarterly installments thereafter.(4) 1/12th of the option vested on May 3, 2021, and the remainder vests in equal 1/12th quarterly installments thereafter.(5) 1/36th of the option vested on June 2, 2021, and the remainder vests in equal 1/36th monthly installments thereafter.(6) 1/12th of the option vested on September 30, 2020, and the remainder vests in equal 1/12th quarterly installments thereafter.(7) 1/36th of the option vested on May 28, 2020, and the remainder vests in equal 1/36th monthly installments thereafter.post-terminationpost-termination compensation. We do not have a formal severance policy or plan applicable to our executive officers as a group.AgreementSiegel. Siegelcompany’sPresident and Chief Executive Officer, effective May 16, 2019.Officer. Under the terms of the employment letter agreement, Mr. Siegel received an annual base salary of $275,000 and a one-timeone-time signing bonus of a stock option representing 35,0001,750 shares of our common stock, which vestsvested quarterly over a three-yearthree-year period and iswas subject to the terms and conditions of the 2018 Plan and standard form of option agreement. Mr. Siegel iswas also eligible to receive an annual incentive bonus with a target value equal to 50% of his annual base salary, payable in cash, subject to his achievement of performance objectives to be determined by the compensation committee or board of directors. In addition, after each full year of employment with our company, subject to board approval, Mr. Siegel willwas entitled to receive an annual option grant, or Additional Option, valued at 35% of his then base salary, subject to such vesting terms as determined by the board in its discretion. The initial option and Additional Optionsadditional options that arewere granted to Mr. Siegel will remain exercisable for five years following the end of his continuous service with our company. Mr. Siegel willwas also be eligible to participate in the standard benefits, vacation and expense reimbursement plans offered to similarly situated employees. Mr. Siegel entered into our company’s standard form of indemnification agreement applicable to its directors and officers.eventretirement of Mr. Siegel, we entered into a separation agreement with Mr. Siegel on December 29, 2022. Pursuant to the separation agreement, we will provide Mr. Siegel the following severance benefits: (a) we will pay the equivalent of 12 months base salary in effect as of November 15, 2022; (b) if Mr. Siegel timely elects continued medical and dental insurance continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), we will continue to pay the cost of the COBRA premiums until the earlier of (i) November 30, 2023, (ii) the date Mr. Siegel became eligible for health insurance coverage through a new employer, or (iii) the date Mr. Siegel ceases to be eligible for COBRA continuation coverage for any reason, including plan termination; and (c) we accelerated the vesting on all of Mr. Siegel’s termination by the Company without Cause (as definedoutstanding equity awards so that he is deemed fully vested in all such awards. In addition, notwithstanding anything in the employment letter agreement)applicable equity award agreements, grant notices, or if Mr. Siegel resigns for Good Reason (as defined in the employment letter agreement), Mr. Siegel will be entitled to severance benefits equal to 12 months’ continuation of his then base salary. In addition, the Company will reimburse Mr. Siegel for COBRA premiums in effect on the date of termination for coverage in effect for him and, if applicable, his spouse and dependent children on such date under the Company’s group health plan(s). Finally, the vestingplan documents, all of Mr. Siegel’s initial option and Additional Optionsoutstanding equity awards will be accelerated suchexercisable until the date that heis five years after November 15, 2022. Except as modified by the separation agreement, Mr. Siegel’s outstanding equity awards will continue to be deemed vested in those shares subject togoverned by the options that would have vested interms of the 12-month period following his separation date had his employment not ended.applicable equity award agreements, grant notices, and plan documents.18Agreement with Mr.Thomas C. Chesterman. datedon November 20, 2015 to serve as our Chief Financial Officer. Pursuant to this agreement, we pay Mr. Chesterman a salary of $250,000 per year. In addition, Mr. Chesterman is eligible for a performance bonus, which amounts will be determined at least annually by mutual agreement based on achievement of personal and company goals, and which will be targeted to be no less than $200,000 per year.6,000300 shares of our common stock at an exercise price equal to $10.00$200.00 per share, which option vestsvested over a four-yearfour-year vesting schedule, with 1⁄48th of the option vesting monthly beginning on January 1, 2016, until such option is vested in full or Mr. Chesterman’s employment is terminated.Agreement with Ms. Wolin2016.. We entered intoWolin on January 28, 2020 to serve as our Executive Vice President, Operations and HR and Secretary, effective January 31, 2020. Pursuant to this agreement, Ms. WolinWilliams was eligible to receive an annual salaryoption grant consistent with her role as a member of $75,000 per year.our leadership team, and subject to the board’s approval. Ms. WolinWilliams was also eligible to participate in the standard benefits, vacation and expense reimbursement plans offered to similarly situated employees, and entered into our standard form of indemnification agreement applicable to our directors and officers.a restricted stock unit award having a valueseverance equal to six months continuation of $75,000, subject to approval byher base salary. In addition, we will reimburse Ms. Williams for COBRA premiums in effect on the compensation committee. The award will vest over one year, subject to accelerated vesting upon adate of termination for coverage in effect for her and, if applicable, her spouse and dependent children on such date under our group health plan(s) for the first six months after the date of employment. On January 31, 2021, Ms. Wolin’s salary was increased to $125,000 per annum, with no RSU component. Ms. Wolin remains subject to the terms of our company’s confidential information and inventions assignment agreement.full-timefull-time employees, including our named executive officers. We also offer high deductible plan options that include a healthcare flexible spending account component for all full-timefull-time employees, including our named executive officers. These benefits are available to all full-timefull-time employees, subject to applicable laws.2021:
securities to
be issued
upon exercise of
outstanding
options,
warrants and
rights
(a)
average
exercise price of
outstanding
options,
warrants and
rights
(b)
securities
remaining
available for future
issuance
under equity compensation plans
(excluding
securities
reflected in
column (a))
(c) Plan category Number of
securities to
be issued
upon exercise of
outstanding
options,
warrants and
rights
(a)Weighted-
average
exercise price of
outstanding
options,
warrants and
rights
(b)Number of
securities
remaining
available for future
issuance
under equity compensation plans
(excluding
securities
reflected in
column (a))
(c)Equity compensation plans approved by security holders 4,596,495 $ 7.30 164,486 Equity compensation plans not approved by security holders 117,799 (1) 2.66 — Total 4,714,294 7.20 164,486 66718,799 RSUs granted and unvested as of December 31, 2021.2022.19ourthe 2018 Plan and options are outstanding under our 2015 Equity Incentive Plan or the 2015 Plan.(the “2015 Plan”). The 2018 Plan was approved by our stockholders at our 2018 Annual Meeting of Stockholders and replacesreplaced the 2015 Plan for purposes of new equity grants. The 2018 Plan enables us to grant options, restricted stock, RSUs and certain other equity-basedequity-based compensation to our officers, directors, employees and consultants. On July 8, 2020, ourOur stockholders have approved an amendmentadditional amendments to the 2018 Plan to increase the number of shares of our common stock available for issuance under the 2018 Plan as follows: on July 8, 2020, by 800,000 shares. On40,000 shares; on June 26, 2021.2021, by 150,000 shares; and on October 12, 2022, by 150,000 shares.stockholders approved an additional amendment tocompany for each of the 2018 Plan to increaselast two completed fiscal years. The information provided below does not necessarily reflect value actually received or realized by the numberexecutives or how our compensation committee evaluates compensation decisions in light of shares of common stock available for issuance under the 2018 Plan by 3,000,000 shares.company or individual performance.202022 $ 239,291 $ 647,039 $ 63,808 $ 282,968 $ 340,931 $ 255,209 $ 15.00 $ (9,695,000) 2021 $ — $ 453,148 $ — $ 325,000 $ 310,318 $ 294,792 $ 57.59 $ (8,268,000) FY2022 FY2021 PEO 1 PEO 2 PEO 2 Total from Summary Compensation Table $ 239,291 $ 647,039 $ 340,931 $ 453,148 $ 310,318 Adjustments for stock and option awards: (175,483) (66,660) (80,007) (123,204) (13,384) 200,252 — 62,699 43,616 — — (101,523) (11,622) (87,204) (11,327) — (52,238) (3,264) (16,598) (4,770) Total adjustments for stock and option awards 24,769 (220,421) (32,194) (183,390) (29,481) Compensation actually paid (as calculated) $ 264,060 $ 426,618 $ 308,738 $ 269,758 $ 280,838 25, 2022,27, 2023, information regarding beneficial ownership of our common stock by:theour outstanding shares of common stock;25, 2021.25, 202227, 2023 are deemed outstanding for the purpose of computing the percentage ownership of common stock outstanding beneficially owned by a stockholder, director or executive officer, or the Deemed Outstanding Shares, and are also separately listed below under the heading “Number of Shares Issuable Upon Exercise of Warrants, Options and Vesting of RSUs Exercisable or Vested” but the Deemed Outstanding Shares are not treated as outstanding for the purpose of computing the percentage ownership of our common stock outstanding beneficially owned by any other person. This table is based on information supplied by officers, directors, principal stockholders and filings made with the SEC. Percentage ownership is based on 12,212,2832,964,485 shares of common stock outstanding as of April 25, 2022.AZArizona 85027.
Shares
Beneficially
Held
Issuable
Upon
Exercise of
Warrants,
Options
and Vesting
of RSUs
Exercisable
or Vested as
of April 25,
2022
Total Shares
Beneficially Owned Name of Beneficial Owner Number of
Shares
Beneficially
HeldTotal Shares
Beneficially OwnedShares Percent Directors and Named Executive Officers: Joel L. Fruendt 13,225 11,916 25,141 * Kenneth Siegel 1,757 20,370 22,127 * Thomas C. Chesterman 25 8,798 8,823 * Nicole C. Williams — 6,584 6,584 * Jamie Bechtel, JD, Ph.D. 143 16,771 16,914 * Delphine François Chiavarini 67 10,294 10,361 * 373 7,864 8,237 * Phil N. Grandinetti III — 18,306 18,306 * Jake S. Leach 7,500 14,947 22,447 * Matthew K. Szot 234 15,494 15,728 * All current executive officers and directors as a group (8 persons) 21,567 104,390 125,957 4.10 % 5% Owners: 367,570 (2) — (3) 367,570 9.99 % Lind Global Fund II LP 285,715 (4) — (5) 285,715 9.64 % Intracoastal Capital LLC 31,765 (6) 122,263 (7) 154,028 4.99 % Amendment to Schedule 13G filed with the SEC on January 31, 2022, SandpiperFebruary 14, 2023, each of Armistice Capital, LLC and Steven Boyd has shared voting and dispositive power over 81,855 shares. Also includes 285,715 shares acquired by Armistice Capital Master Fund Ltd. in our recent registered direct offering. The address of Armistice Capital, LLC is 510 Madison Avenue, 7th Floor, New York, New York 10022.power over 138,000 shares and sole dispositive power over 740,504285,715 shares. The address of SandpiperLind Global Fund II LP is 444 Madison Avenue, Floor 41, New York, New York 10022.500 E. Plume St.,245 Palm Trail, Delray Beach, Florida 33483, and the address of Mr. Asher is 111 W. Jackson Boulevard, Suite 109, Norfolk, VA 23510.greater-than-10%greater-than-10% stockholders are required by Commission regulationsthe SEC to furnish to us copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, forms filed electronically by the reporting person or written representations from certain reporting persons, we believe that all Section 16(a) filing requirements during the fiscal year ended December 31, 20212022 were met in a timely manner by our officers, directors and greater-than-10%greater-than-10% beneficial owners, except for the following: one late Form 4 report was filed disclosing one transaction in March 2021 by each of Ms. Kavanaugh and Mr. Grandinetti.owners.2220212022 and December 31, 2020,2021, we were not a party to any transactions that require disclosure under Item 404 of Regulation S-K.S-KS-K and such person would have a direct or indirect interest, must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.23Dodd-FrankDodd-Frank Act enables our stockholders to vote to approve, on an advisory (non-binding)(non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.FinancialExecutive Officer, and onetwo additional executive officerofficers) as such compensation is described in the “Executive Officer Compensation” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure set forth in this proxy statement. Our philosophy with respect to compensation for our executives and key employees is designed to attract and retain people who share our vision and values and who can consistently perform in such a manner that enables us to achieve our strategic goals. Our executive compensation programs are designed to (1) motivate and reward our executive officers, (2) retain our executive officers and encourage quality service, (3) incentivize our executive officers to appropriately manage risks while improving our financial results and (4) align executive officers’ interests with those of our stockholders. Under these programs, our executive officers are rewarded for the achievement of company objectives and the realization of increased stockholder value. The compensation policies developed by the compensation committee are based on the philosophy that compensation should reflect both company-widecompany-wide performance, financial and operational performance, and the individual performance of the executive, including management of personnel under his or her supervision. The compensation committee’s objectives when setting compensation for our executive officers include:equity-basedequity-based incentive awards, encourage high-performinghigh-performing executives to remain with our company;Salaries. Salariesand for the CEO, recommended by the nominating and corporate governance committee to our board of directors, based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions; the expertise of the individual executive; and the competitiveness of the market for the executive’s services.Cash-BasedCash-Based Incentive Bonuses. Bonusescash-basedcash-based incentive bonuses, based in part on the achievement of performance objectives or significant accomplishments as established by the compensation committee from time-to-timetime-to-time in its discretion. These performance objectives and significant accomplishments are, in part, developed in partnership with the executive and are discussed on an ongoing basis throughout the year.24Equity-BasedEquity-Based Incentive Awards. Awardsequity-basedequity-based incentive awards are designed to align the interests of our employees and consultants, including our named executive officers, with those of our stockholders. Our compensation committee is responsible for approving equity grants. Vesting of the stock option and restricted stock unit awards is tied to continuous service with our company and serves as an additional retention measure and long-termlong-term incentive.long-termlong-term value creation.the Company’sour named executive officers, as disclosed in the executive compensation tables and narrative discussionsection set forth in this Proxy Statement.say-on-paysay-on-pay vote is advisory, and therefore not binding on our company, the board of directors, or the compensation committee. Although non-binding,non-binding, the vote will provide information to the compensation committee and our board of directors regarding investor sentiment about our executive compensation philosophy, policies and practices, which the compensation committee and our board of directors will be able to consider when determining executive compensation for the years to come.OFFICER COMPENSATION SECTION AND THE RELATED TABULAR AND NARRATIVE DISCLOSURE SET FORTH IN THIS PROXY STATEMENT.25FREQUENCYAMENDMENT OF 2018 EQUITY INCENTIVE PLANSAY-ON-PAY (“SAY-ON-FREQUENCY”)BackgroundThe Dodd-Frank Act enablesstockholders to indicate how frequently they believe we should seek an advisory vote on the compensation ofcommittee, our named executive officers. Stockholders have the option of recommending a frequency vote every year, every two years, every three years or abstaining from making a recommendation.SummaryThe board of directors has consideredunanimously approved the advantages2018 Plan Amendment on March 12, 2023, subject to stockholder approval.disadvantagesrestated certificate of incorporation to effect a 1-for-20 reverse split of our issued and outstanding shares of common stock. The following 2018 Plan Amendment discussion reflects the frequencyeffect of this reverse stock split for all issued and outstanding common stock and options for common stock and per share amounts presented herein.say-on-pay vote. Basedsole available plan for granting equity compensation to our employees, officers, directors and consultants. The 2018 Plan’s current authorized share reserve is 342,500 shares plus shares that have or may become available for issuance under the 2018 Plan from the 2015 Plan since the 2018 Plan’s inception of up to an aggregate maximum of 6,114 shares. As of April 27, 2023, there are only 164,522 shares remaining available for future grant under the 2018 Plan, an insufficient amount to recruit and retain our employees and directors, particularly in this challenging business environment.its analysis, the Nasdaq Capital Market was $1.18 per share. The weighted average exercise price of our 280,448 stock options outstanding at April 27, 2023 was $17.11 per share.an annual advisory votewe will need the additional 500,000 new shares to be available under the 2018 Plan. Although the additional shares will increase the potential dilution to stockholders, our board of directors, in consultation with the compensation committee, believes our equity compensation program is well-managed, reasonable and within market norms with the addition of the new shares.executive compensationa fully diluted basis (assuming exercise of all outstanding warrants and stock options). The potential dilution to current stockholders that could result from the additional 500,000 shares requested plus the remaining 164,522 shares available for issuance under the 2018 Plan as of April 27, 2023 would be approximately 9% of our fully diluted shares outstanding. We believe this amount is less than the median of similarly situated companies. In addition, our approximate annual “burn rate” for grants for fiscal years 2018 to 2022 was on average 12% per year, based on the average number of shares subject to all equity awards made under the 2018 Plan during each of the five fiscal year periods divided by the average number of shares of common stock outstanding as reported in the Form 10-Ks for each of the five fiscal year end periods. We believe this amount is below typical annual usage for companies of similar size and character.committeecommittee). Subject to the terms of the 2018 Plan, the board of directors has the authority to select the individuals to receive awards, determine the terms and best serveconditions of all awards and interpret the interestsprovisions of the 2018 Plan and any awards, notices or agreements executed or entered into under the 2018 Plan. The board may amend the 2018 Plan or any awards granted under the 2018 Plan in these and other respects with the written consent of any adversely affected participant, although certain material amendments to the 2018 Plan require stockholder approval. Our board is also authorized to delegate to officers the authority to make grants to non-officer employees, within limits prescribed by the board, the 2018 Plan and applicable law.companyassets, (2) the sale or disposition of at least 90% of our outstanding securities, (3) the consummation of a merger or consolidation where we do not survive the transaction and its stockholders. (4) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding prior to such transaction are converted or exchanged into other property by virtue of the transaction.believes an annual advisory vote will provide the most timely feedback on executive compensation arrangements, plans, programs and policies as executive compensation disclosures are made annually.Stockholders should recognize, however, it may not be appropriate or feasible to change compensation programs already in place(1) arrange for the yearassumption, continuation or substitution of a stock award by a successor corporation, (2) arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation, (3) accelerate the vesting, in which the vote occurs since the advisory vote on executive compensation will take place after the beginningwhole or in part, of the compensation year. Stockholders also should recognize that their recommendation may be modifiedstock award and provide for its termination prior to the transaction, (4) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us, (5) cancel or arrange for the cancellation of the stock award prior to the transaction in exchange for a cash payment, if any, determined by the board or (6) make a payment, in the futureform determined by the board, equal to the excess, if an annual frequency vote becomes burdensome or otherwise provesany, of the value of the property the participant would have received upon exercise of the stock award prior to be less helpful than originally expected.We will consider stockholders to have expressed a preference for the frequency that receivestransaction over any exercise price payable by the largest number of favorable votes.participant in connection with the exercise. The board of directors alsois not obligated to treat all stock awards, even those that are of the same type, or all participants in the same manner.time to time decide thatlowering the exercise or grant price of an option after it is granted, except in connection with capitalization adjustments provided under the 2018 Plan, taking any other action that is treated as a repricing under generally accepted accounting principles, canceling an option at a time when its exercise or grant price exceeds the fair market value of the underlying stock, in exchange for cash, another option or stock appreciation right, restricted stock, or other equity award, or issuing an option or stock appreciation right or amending an outstanding option or stock appreciation right to provide for the grant or issuance of a new option or stock appreciation right on exercise of the original option or stock appreciation right.best interests2018 Plan who are subject to U.S. federal taxes. The summary is based on the Code, the U.S. Treasury regulations promulgated thereunder, rulings and other guidance issued by the Internal Revenue Service and judicial decisions as in effect as of the date of this proxy statement, all of which are subject to change, possibly with retroactive effect. The summary is not intended to be a complete analysis or discussion of all potential tax consequences that may be relevant or important to participants in the 2018 Plan, including U.S. gift or estate tax consequences or foreign, state or local tax consequences.companycommon stock to pay the option exercise price or if the shares of common stock that the participant receives upon exercise are subject to a substantial risk of forfeiture.its stockholdersno additional deferral feature. Upon exercise of a nonqualified stock option, the participant generally will recognize compensation taxable as ordinary income in an amount equal to hold the frequency vote moreexcess of the fair market value of the stock underlying the nonqualified stock option on the date of exercise over the option exercise price. Upon a sale of the shares acquired upon exercise of the nonqualified stock option, the participant generally will recognize short-term or long-term capital gain or loss, depending on how long the participant held the shares, equal to the difference between the amount received from the sale and the fair market value of the shares at the time of exercise of the nonqualified stock option. If a participant pays the option exercise price entirely in cash, the tax basis of the shares that the participant receives upon exercise generally will be equal to their fair market value on the exercise date (but not less frequently than the non-bindingoption preferredexercise price), and the shares’ holding period will begin on the day after the exercise date. Special rules apply if a participant uses already owned shares of our common stock to pay the option exercise price or if the shares of our common stock that the participant receives upon exercise are subject to a substantial risk of forfeiture. The same tax consequences described in this paragraph also apply to an incentive stock option that a participant exercises more than three months after the participant’s termination of employment as an employee (or more than 12 months after termination in the case of permanent and total disability).stockholders.OURTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “ONE YEAR” ONFOR THE PROPOSAL TO DETERMINEAPPROVAL OF THE FREQUENCY OF SAY-ON-PAY.2018 PLAN AMENDMENT.2620212022 fiscal years. M&K CPAS, PLLC is responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States and issuing a report on its audit.Audit Committeeaudit committee has appointed, and the board of directors has ratified the Audit Committee’saudit committee’s appointment of, M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. Stockholder ratification of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm is not required by the Bylaws or otherwise. In the event that our stockholders fail to ratify the appointment, the Audit Committeeaudit committee may reconsider its appointment of M&K CPAS, PLLC. Even if the appointment is ratified, the Audit Committee,audit committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committeeaudit committee determines that such a change would be in the best interests of our company and our stockholders. A representative of M&K CPAS, PLLC is expected to be present at our Annual Meeting, where the representative will have the opportunity to make a statement and to respond to appropriate questions.for the years ended December 31, 2021 and 2020 for professional services described below are as follows:
December 31, Years Ended December 31, 2022 2021 $ 58,500 $ 57,500 6,608 7,500 Tax fees — — All other fees — — Total fees $ 65,108 $ 65,000 consolidated financial statements, the reviews of the consolidated financial statements included in each of our quarterly reports on Form 10-Q,10-Q, and accounting services that relate to the audited consolidated financial statements and are necessary to comply with generally accepted auditing standards.audit-relatedaudit-related fees related to attestation services rendered in connectionreviews of registration statements and and consents related to documents filed with the SEC and our registered direct2022 public offering ofand our common shares on March 23, 2021.2021 Registered Direct Offering. Such services were reasonably related to the performance of M&K CPAS, PLLC’s audit of our financial statements and not reported under the caption “Audit fees.”pre-approvalpre-approval policies and procedures related to the provision of audit and non-auditnon-audit services. Under these procedures, our audit committee pre-approvespre-approves all services to be provided by M&K CPAS, PLLC and the estimated fees related to these services.audit-related,audit-related, and tax services were pre-approvedpre-approved by the audit committee, which concluded that the provision of such services by M&K CPAS, PLLC was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. Our pre-approvalpre-approval policies and procedures provide for the audit committee’s pre-approvalpre-approval of specifically described audit, audit-related,audit-related, and tax services on an annual basis, but individual engagements anticipated to exceed pre-establishedpre-established thresholds must be separately approved. The policies and procedures also require specific approval by the audit committee if total fees for audit-relatedaudit-related and tax services would exceed total fees for audit services in any fiscal year. The policies and procedures authorize the audit committee to delegate to one or more of its members pre-approvalpre-approval authority with respect to permitted services.272021,2022, the audit committee has:20212022 Annual Report filed with the SEC.2820212022 annual meeting of stockholders.AZArizona 85027, Attention: Secretary, or by telephone at (928) 779-4143.779-4143. Any stockholder residing at a shared address to which a single copy of the proxy materials was delivered who wishes to receive a separate copy of our proxy statement may obtain a copy by written request addressed to SenesTech, Inc., 23460 N. 19th Avenue, Suite 110, Phoenix, AZArizona 85027, Attention: Secretary. We will deliver a separate copy of our proxy statement to any stockholder who so requests in writing promptly following our receipt of such request.20212022 Annual Report, as filed with the SEC, but excluding exhibits. Written requests should be mailed to our principal executive offices, located at: SenesTech, Inc., 23460 N. 19th Avenue, Suite 110, Phoenix, AZArizona 85027, Attention: Secretary.29
Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 1 OF 2 1 1 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Before The Meeting – Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 06/22/2022.25/2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting – Go to www.virtualshareholdermeeting.com/SNES2022 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 06/22/2022.25/2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. CONTROL # NAME THE COMPANY NAME INC. - COMMON SHARES 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS A 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS B 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS D 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS E 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345 THE COMPANY NAME INC. - 401 K 123,456,789,012.12345 PAGE 1 OF 2 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS ETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS The Board of Directors recommends you vote FOR the following: For Withhold For All All All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. To elect the nominees listed below as Class IIII directors, each to serve for a three-year term until 2025;2026; Nominees 01 K.C. Kavanagh 02 Kenneth Siegel 03 Matthew SzotFor Withhold 1A Jake S. Leach The Board of Directors recommends you vote FOR the following proposal:proposals 2, 3 and 4. For Against Abstain 2 To provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2021 (“say-on-pay”2022 ("say-on-pay"). The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 year 2 years 3 years Abstain 3 To provide a non-binding advisory vote onapprove an amendment to our 2018 Equity Incentive Plan to increase the frequencynumber of future non-binding advisory votes onshares available for issuance under the compensation of our named executive officers (“say-on-frequency”2018 Plan by 500,000 shares (the "2018 Plan Amendment"). The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 4 To ratify the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. NOTE: To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date JOB # Signature (Joint Owners) Date SHARES CUSIP # SEQUENCE # 0000569226_1 R1.0.0.24 02 0000000000
Thursday,Monday, June 23, 202226, 2023 12:00 P.M. MST This proxy is solicited by the board of directors This proxy will be voted at the annual meeting of stockholders of SenesTech, Inc. (the “Company”) by Kenneth SiegelJoel L. Fruendt and Thomas C. Chesterman (the “Proxy Holders”), as directed. By signing on the reverse side of this ballot, you hereby grant to the Proxy Holders your revocable proxy to vote all of your shares of Company common stock as directed. If no direction is indicated, it will be voted “FOR”the election of the nominee directors; “FOR”director; "FOR" the say-on-pay proposal; “1 YEAR” on"FOR" the say-on-frequency2018 Plan Amendment proposal; “FOR”"FOR" the ratification of the appointment of M&K CPAS, PLLC as the independent registered public accountantaccounting firm of the Company,Company; and as to such other mattersbusiness as may properly come before the meeting as the Proxy Holders deem advisable. Continued and to be signed on reverse side 0000569226_2 R1.0.0.24