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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☒
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​
☐
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material under § 240.14a-12
​
Senseonics Holdings, Inc.
​
Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

ý

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12
(Name of Registrant as Specified In Its Charter)


​
Senseonics Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



(1)

Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required
​
☐
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 0-11
​

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SENSEONICS HOLDINGS, INC.
20451 Seneca Meadows Parkway
Germantown, Maryland 20876-7005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Onon May 30, 201822, 2024

Dear Stockholder:

The Annual Meeting of Stockholders of Senseonics Holdings, Inc., a Delaware corporation (the "Company"“Company”), will be held at the Holiday Inn Express, 20280 Goldenrod Lane, Germantown, MD 20878, on Wednesday, May 30, 201822, 2024 at 9:10:00 a.m. local time forEastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the following purposes:

    meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting http://www.meetnow.global/MZZTTZF. You will not be able to attend the Annual Meeting physically in person. The purpose of the Annual Meeting will be the following:
1.

To elect the three nominees of the Board of Directors, Steven Edelman M.D., Edward J. Fiorentino and Peter Justin Klein,Anthony Raab, to the Board of Directors to hold office until the 20212027 Annual Meeting of Stockholders.
​
2.
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this Notice.
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3.
2.
To ratify the selectionappointment by the Audit Committee of the Board of Directors of Ernst & YoungKPMG LLP as independent registered public accounting firm, or auditors, for the fiscal year ending December 31, 2018.2024.
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4.

3.
To approve an amendment to the Company's AmendedCompany’s amended and Restated Certificaterestated certificate of Incorporationincorporation to increase the authorized number of shares of common stock from 250,000,000900,000,000 shares to 450,000,0001,400,000,000 shares.
​
5.

4.
To conduct any other business properly brought before the meeting.

​
These items of business are more fully described in the Proxy Statementproxy statement accompanying this Notice.these proxy materials. All stockholders are invited to attend the meeting in person.online. The record date for the Annual Meeting is April 20, 2018.March 26, 2024. Only stockholders of record at the close of business on that date and their proxy holders are entitled to notice of and to vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders' Meeting to Be Held on May, 30 2018 at 9:00 a.m. at the Holiday Inn Express located at 20280 Goldenrod Lane, Germantown, MD 20878.

The proxy statement and annual report to stockholders
are available at [    ].

​​
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on May 22, 2024 at 10:00 a.m. EDT at http://www.meetnow.global/MZZTTZF.
The proxy statement and annual report to stockholders are available at www.envisonreports.com/sens.
​​


By Order of the Board of Directors,
Rick Sullivan
Secretary
Germantown, Maryland
April 12, 2024
​​You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote by one of following methods as promptly as possible in order to ensure your representation at the meeting: 1) over the internet at www.envisionreports.com/sens, 2) by telephone by calling the toll-free number 1-800-652-VOTE, or 3) by completing, dating, signing and returning the proxy mailed to you. Even if you have voted by proxy, you may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote online at the meeting, you must obtain a proxy issued in your name from that record holder.​​

TABLE OF CONTENTS​

TABLE OF CONTENTS
​
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
​​​​1​​
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
​​​​8​​
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
​​​​12​​
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Independence Of the Board ofOf Directors
​​​​12​​

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Board Of Directors Leadership Structure
​​​​12​​
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Role Of The Board Of Directors In Risk Oversight
​​​​12​​
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Meetings Of The Board Of Directors And Annual Meeting Attendance
​​​​13​​
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Information Regarding Committees Of The Board Of Directors
​​​​14​​
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Audit Committee
​​​​14​​
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Compensation Committee
​​​​16​​
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Nominating and Corporate Governance Committee
​​​​17​​
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Stockholder Communications with the Board Of Directors
​​​​18​​
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Code of Ethics
​​​​19​​
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Corporate Governance Guidelines
​​​​19​​
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Hedging Policy
​​​​19​​
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PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION
​​​​20​​
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PROPOSAL NO. 3 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
​​​​21​​
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PROPOSAL NO. 4 APPROVAL OF INCREASE IN AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
​​​​23​​
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Executive Officers
​​​​25​​
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
​​​​26​​
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EXECUTIVE COMPENSATION
​​​​28​​
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Summary Compensation Table
​​​​28​​
​Grants of Plan-Based Awards​​​​​​​
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Outstanding Equity Awards at End of Fiscal Year 2023
​​​​31​​
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Employment Agreements, Severance and Change in Control Arrangements
​​​​35​​
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401(k)
Plan
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​​​​/s/ R. DON ELSEY
36
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Director Compensation
​​​​R. Don Elsey
36		​​
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
​​​​Secretary39​​
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TRANSACTIONS WITH RELATED PERSONS
​​​​40​​
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Related-Person Transactions Policy And Procedures
​​​​40​​
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Certain Related Party Transactions
​​​​40​​
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Indemnification
​​​​42​​
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DELINQUENT SECTION 16(A) REPORTS
​​​​43​​
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HOUSEHOLDING OF PROXY MATERIALS
​​​​44​​
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OTHER MATTERS
​​​​44​​

Germantown, Maryland


April [    ], 2018

You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote by one of the following methods as promptly as possible in order to ensure your representation at the meeting: 1) over the internet at [                                    ], 2) by telephone by calling the toll-free number [                                    ] or 3) by completing, dating, signing and returning the enclosed proxy card in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.i


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SENSEONICS HOLDINGS, INC.

20451 Seneca Meadows Parkway
Germantown, Maryland 20876-7005

PROXY STATEMENT
FOR THE 20182024 ANNUAL MEETING OF STOCKHOLDERS

To be Held Onon May 30, 2018
22, 2024

MEETING AGENDA
Proposals​​Page​​Voting Standard​​
Board
Recommendation
​
Election of Directors​​
8
​​Plurality​​FOR each director nominee​
Advisory approval of the compensation of the Company’s named executive officers​​
20
​​Majority of shares present in person or virtually or represented by proxy and entitled to vote on the matter.​​FOR​
Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2024​​
21
​​Majority of shares present in person or virtually or represented by proxy and entitled to vote on the matter.​​FOR​
Amend Company’s Certificate of Incorporation to increase authorized shares of common stock from 900,000,000 to 1,400,000,000​​
23
​​Majority of votes cast​​FOR​
Votes cast “FOR” the proposal at the Annual Meeting must exceed votes cast “AGAINST” the proposal for this proposal to be approved
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why amdid I receiving these materials?receive a notice regarding the availability of proxy materials on the internet?

        We

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you these proxy materialsa Notice of Internet Availability of Proxy Materials (the “Notice”) because theour Board of Directors (the “Board of Senseonics Holdings, Inc. (the "Board of Directors"Directors”) is soliciting your proxy to vote at the 20182024 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. You are invitedAll stockholders will have the ability to attendaccess the Annual Meeting to voteproxy materials on the proposals describedwebsite referred to in thisthe Notice or request to receive a printed set of the proxy statement. However, you do not needmaterials. Instructions on how to attendaccess the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxymaterials over the telephoneinternet or throughto request, free of charge, a printed copy may be found in the internet.

Notice.

We intend to mail these proxy materialsthe Notice on or about April [    ], 201812, 2024 to all stockholders of record entitled to vote at the Annual Meeting.

annual meeting.

Will I receive any other proxy materials by mail?
We may send you a proxy card, along with a second Notice, on or after April 22, 2024.
How do I attend the Annual Meeting?

The meeting will be held on Wednesday, May 30, 201822, 2024 at 9:10:00 a.m. local time atEastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the Holiday Inn Express, 20280 Goldenrod Lane, Germantown, MD 20878. Directionsmeeting, submit questions

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and vote online. The Annual Meeting can be accessed by visiting http://www.meetnow.global/MZZTTZF. The virtual meeting platform is fully supported across browsers and devices running the most updated versions of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting.
We recommend that you log in a few minutes before the Annual Meeting on May 22, 2024 to ensure you are logged in when the meeting starts. Online check-in will begin at 9:55 a.m. Eastern Time. You will need the control number included on your Notice in order to be able to attend the Annual Meeting. Please note that if you hold your shares in street name, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote your shares at the Annual Meeting.
Why is the Annual Meeting a virtual, online meeting?
We have decided to again hold a virtual meeting because we believe holding a virtual meeting improves stockholder access, encourages greater global participation, lowers costs compared to an in-person event, and aligns with our broader sustainability goals. Stockholders attending the virtual meeting will be foundafforded the same rights and opportunities to participate as they would at http://www.senseonics.com/investor-relations/events-and-publications/events-and-presentations. an in-person meeting.
Information on how to vote in person atonline during the Annual Meeting is discussed below.

Can I ask questions at the Annual Meeting?
Only stockholders of record as of the record date for the Annual Meeting and their proxy holders may submit questions or comments.
If you would like to submit a question, you may do so by joining the virtual Annual Meeting at http://www.meetnow.global/MZZTTZF and typing your question in the box in the Annual Meeting portal. To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, we ask that you limit your remarks to one brief question or comment that is relevant to the Annual Meeting or our business and that remarks are respectful of your fellow stockholders and meeting participants. Questions may be grouped by topic by our management with a representative question read aloud and answered. In addition, questions may be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests. Questions can be submitted at the Annual Meeting through a question tab and will be addressed in the Q&A portion of the Annual Meeting as time permits, or on the “Investors” page of our website as soon as is practical after the meeting.
What if I need technical assistance accessing or participating in the virtual Annual Meeting?
If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log in page. Technical support will be available starting at 8:30 a.m. Eastern Time on May 22, 2024.
Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 20, 2018March 26, 2024 will be entitled to vote at the Annual Meeting. On this record date, there were [            ]530,817,549 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 20, 2018March 26, 2024 your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. ("Computershare"(“Computershare”), then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone, or onto vote by proxy through the internet as instructed belowor to vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.


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

If on April 20, 2018March 26, 2024 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name"“street name” and these proxy materials arethe Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, sinceWhether or not you are notplan to attend the Annual Meeting via the Internet, we urge you to fill out and return a proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.
Will a list of stockholders entitled to vote at the Annual Meeting be available?
For the ten days prior to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder of record you may not vote your shares in personfor purposes germane to the Annual Meeting at the meeting unless you request and obtain a valid proxy from your broker or other agent.

our corporate headquarters during regular business hours.

What am I voting on?

There are threefour matters scheduled for a vote:

•

Proposal No. 1 — —Election of three Class II directors;
​
•

•
Proposal No. 2—2 — Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement;
​
•
Proposal No. 3 — Ratification of selection by the Audit Committee of the Board of Directors of Ernst & Young,KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;2024; and
​
•

•
Proposal No. 34—Approval of proposed amendment to the Company's AmendedCompany’s amended and Restated Certificaterestated certificate of Incorporationincorporation to increase the authorized number of shares of common stock from 250,000,000900,000,000 shares to 450,000,0001,400,000,000 shares.

​
What if another matter is properly brought before the meeting?

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

How do I vote?

You may either vote "For"“For” all of the nominees to the Board of Directors or you may "Withhold"“Withhold” your vote for any nominee you specify. For the other matters to be voted on, you may vote "For"“For” or "Against"“Against” or abstain from voting.

The procedures for voting are:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy in one of three ways: online, by telephone or using the encloseda proxy card.card that you may request. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in personduring the meeting even if you have already voted by proxy.

•

To vote online,through the Internet before the Annual Meeting, go to [                ]. You will be askedwww.envisionreports.com/sens to provide the Company number and control number from the enclosedcomplete an electronic proxy card. Please have your Notice in hand when you access the web site and then follow the instructions. If you choose to vote through the Internet before the Annual Meeting, your vote must be received by 11:59 p.m. Eastern Time on May 21, 2024 to be counted.
​

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•
You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. The Annual Meeting can be accessed by visiting http://www.meetnow.global/MZZTTZF. Please have your Notice in hand when you access the website and then follow the instructions.
​
•
To vote over the telephone, dial toll-free 1-800-652-VOTE. Your vote must be received by 11:59 p.m. Eastern Time on May 29, 201821, 2024 to be counted.
​
•

•
To vote over the telephone, dial toll-free [                    ]. You will be asked to provide the Company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. Eastern Time on May 29, 2018 to be counted.

•
To vote using the proxy card, simplypromptly complete sign and date the enclosedreturn your proxy card, that may be delivered, and return it promptly in the envelope provided. If you returnYou should mail your signed proxy card sufficiently in advance for it to us before the Annual Meeting, we will vote your shares as you direct.be received by May 21, 2024.
​


•
To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

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

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instruction form with these proxy materialsinstructions from that organization rather than from the Company.us. Please complete and mailfollow the voting instruction forminstructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote in persononline at the Annual Meeting, you must obtain a valid proxy from


your broker, bank or other agent. Followplease follow the instructions from your brokerfound at http://www.meetnow.global/MZZTTZF. Whether or bank included withnot you plan to attend the proxy materials, or contact your broker or bank to request a proxy form.

Internet proxy voting may be provided to allowmeeting, we urge you to vote your shares online, with procedures designedby proxy to ensure your vote is counted. You may still attend the authenticityAnnual Meeting and correctness of your proxy vote instructions. However, please be aware thatonline even if you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

have already voted by proxy.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 20, 2018.

March 26, 2024.

What happens ifIf I am a stockholder of record and I do not vote?vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all three nominees for director, “For” the advisory approval of named executive officer compensation, “For” the ratification of KPMG LLP as independent auditors for the year ending December 31, 2024, and “For” the approval of the amendment to the certificate of incorporation. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Beneficial Owner: Shares RegisteredIf I am a beneficial owner of shares held in the Name of Brokeran account with a broker, bank or Bankother agent and I do not provide my broker, bank or other agent with voting instructions, what happens?

If you are a beneficial owner of shares held in an account with a broker, bank or other agent and you do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker, bank or nominee willother agent may still be able to vote your shares depends on whetherin its discretion. Under the rules of the New York Stock Exchange ("NYSE"(“NYSE”), deems the particular proposalbrokers, banks and other securities intermediaries that are subject to be a "routine" matter. Brokers and nominees canNYSE rules may use their discretion to vote "uninstructed"your “uninstructed” shares with respect to matters that are considered to be "routine,"“routine” under NYSE rules, but not with respect to "non-routine"“non-routine” matters. Under the rules and interpretations of the NYSE, "non-routine"“non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal No. 1 or Proposal No. 2, but your broker may vote your shares on Proposal No. 23 and Proposal No. 4 even in the absence of your instruction. Additionally,If you are a beneficial owner of shares held in street name, and you do not plan to attend the NYSE has advised us that Proposal No. 3 is consideredmeeting, in order to be "routine" under NYSE rules meaning thatensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, may vote your shares on this proposalbank or other agent by the deadline provided in the absence ofmaterials you receive from your voting instruction.

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

        If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, "For" the election of all three nominees for director, "For" the ratification of Ernst & Young LLP as independent auditors for the year ending December 31, 2018 and "For" the amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 250,000,000 shares to 450,000,000 shares. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

agent.


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Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting


proxies. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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

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

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

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

•

You may submit another properly completed proxy card with a later date.
​
•

•
You may grant a subsequent proxy by telephone or through the internet.
​
•

•
You may send a timely written notice that you are revoking your proxy to Senseonics Holdings, Inc., Attn: Corporate Secretary, 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005.
​
•

•
You may attend the Annual Meeting and vote in person.online. Simply attending the meeting will not, by itself, revoke your proxy.

​
Your most current proxy card or telephone or internet proxy is the one that is counted.

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

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

bank or vote online at the Annual Meeting.

When are stockholder proposals and director nominations due for next year'syear’s Annual Meeting?

To be considered for inclusion in next year'syear’s proxy materials, your proposal must be submitted in writing by [            ],December 13, 2024 to our Corporate Secretary at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005. If you wish to nominate an individual for election at, or bring business other than through a stockholder proposal before, the 20192025 Annual Meeting, you must deliver your notice to our Corporate Secretary at the address above between January 30, 201922, 2025 and March 1, 2019.February 21, 2025. Your notice to the Corporate Secretary must set forth information specified in our bylaws, including your name and address and the class and number of shares of our stock that you beneficially own.

If you propose to bring business before an annual meeting other than a director nomination, your notice must also include, as to each matter proposed, the following: 1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting that business at the annual meeting and 2) any material interest you have in that business. If you propose to nominate an individual for election as a director, your notice must also include, as to each person you propose to nominate for election as a director, the following: 1) the name, age, business address and residence address of the person, 2) the principal occupation or employment of the person, 3) the class and number of shares of our stock that are owned of record and beneficially owned by the person, 4) the date or dates on which the shares were acquired and the investment intent of the acquisition and 5) any other information concerning the person as would be required to be disclosed in a proxy statement soliciting proxies for the election of that person as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14


of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), and the rules and regulations promulgated under the Exchange Act, including the person'sperson’s written


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consent to being named as a nominee and to serving as a director if elected. We may require any proposed nominee to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as an independent director or that could be material to a reasonable stockholder'sstockholder’s understanding of the independence, or lack of independence, of the proposed nominee.

In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide in their notice any additional information required by Rule 14a-19(b) under the Exchange Act.
For more information, and for more detailed requirements, please refer to our Amended and Restated Bylaws, filed as Exhibit 3.2 to our Current Report on Form 8-K, filed with the SEC on March 23, 2016.

How are votes counted?

        Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes "For," "Withhold" and broker non-votes and, with respect to the other proposals, votes "For," "Against," abstentions and, if applicable, broker non-votes. Abstentions and broker non-votes, if applicable, for Proposal 2 will have no effect. Abstentions and broker non-votes, if any, for Proposal 3 will have the same effect as "Against" votes.

What are "broker non-votes"“broker non-votes”?

As discussed above, when a beneficial owner of shares held in "street name"“street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be "non-routine,"“non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as "broker“broker non-votes." The NYSE has advised us that Proposal” Proposals 1 and 2 and Proposal 3 are considered to be "routine"“non-routine” under NYSE rules and we therefore do not expect any broker non-votes to exist in connection with either of thesethose proposals.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, youmust provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent or vote online at the Annual Meeting..

How many votes are needed to approve each proposal?

        For

The following table summarizes the electionminimum vote needed to approve each proposal and the effect of directors,abstentions and broker non-votes. Votes will be counted by the three nominees receivinginspector of elections appointed for the most "For" votes from the holders of shares present in personAnnual Meeting.
Proposal
Number		​​Proposal Description​​Vote Required for Approval​​
Voting
Options
​​
Effect of
Abstentions
or Withhold
votes, as
applicable
​​
Effect of
Broker
Non-Votes
​
1​​Election of Directors​​Three nominees receiving the most “For” votes; withheld votes will have no effect​​FOR or WITHHOLD​​No effect​​No effect​
2​​Advisory approval of the compensation of our named executive officers​​“For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter​​FOR, AGAINST or ABSTAIN​​Against​​No effect​

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Proposal
Number		​​Proposal Description​​Vote Required for Approval​​
Voting
Options
​​
Effect of
Abstentions
or Withhold
votes, as
applicable
​​
Effect of
Broker
Non-Votes
​
3​​Ratification of selection of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2024​​“For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter​​FOR, AGAINST or ABSTAIN​​Against​​
Not applicable(1)
​
4​​Amend Company’s Certificate of Incorporation to increase authorized shares of common stock from 900,000,000 to 1,400,000,000​​Votes cast “FOR” the proposal at the Annual Meeting must exceed votes cast “AGAINST” the proposal for this proposal to be approved​​FOR, AGAINST or ABSTAIN​​No effect​​
Not applicable(1)
​
​
(1)
This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on the election of directors will be elected. Only votes "For" or "Withheld" will affect the outcome.

        To be approved, Proposal No. 2, ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, must receive "For" votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. If you mark your proxy to "Abstain" from voting, it will have the same effect as an "Against" vote. Broker non-votes, if any, will have no effect.

        To be approved, Proposal No. 3, amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 250,000,000 shares to 450,000,000 shares, must receive "For" votes from the holders, either in person or by proxy, of a majority of the outstanding shares entitled to vote on the matter. If you mark your proxy to "Abstain" from voting, it will have the same effect as an "Against" vote. Broker non-votes, if any, will have the same effect as an "Against" vote.

this proposal.

​
What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum is present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the


Annual Meeting in person or represented by proxy. On the record date, there were [            ]530,817,549 shares outstanding and entitled to vote. Thus, the holders of [            ]265,408,775 shares must be present in person or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairman of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K.

What proxy materials8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available onto us in time to file a Form 8-K within four business days after the internet?

        The proxy statementAnnual Meeting, we intend to file a Form 8 K to publish preliminary results and, annual reportwithin four business days after the final results are known to stockholders are available at [            ].

us, file an additional Form 8-K to publish the final results.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-thirdone- third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director'sdirector’s successor is duly elected and qualified.

The Board of Directors presently has eighteleven (11) members. There are three Class II directors in the class whose termterms of office expiresexpire in 2018. Each of2024: Steven Edelman, M.D., Edward J, Fiorentino and Anthony Raab.
Of the nominees listed below is currently a director who wasfor election, Steven Edelman, M.D., Edward J, Fiorentino and Anthony Raab were previously elected by the stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 20212027 Annual Meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director'sdirector’s death, resignation or removal. It is our policy to invite and encourage directors and nominees for director to attend the Annual Meeting. Six directors attended the 2017 Annual Meeting.

Directors are elected by a plurality of the votes of the holders of shares present in personat the Annual Meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee may instead be voted for the election of a substitute nominee proposed by our Board of Directors. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve.

The Nominating and Corporate Governance Committee of our Board of Directors seeks to assemble a board that, as a whole, has diverse viewpoints and experiences and possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the overall composition of the Board of Directors, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors.

The biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director. However, each member of the committee may have a variety of reasons why he believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT
THE 20212027 ANNUAL MEETING

Steven Edelman, M.D., , age 6268

Dr. Edelman was elected to our Board of Directors in September 2016. Dr. Edelman has served as a Professor of Medicine in the Division of Endocrinology, Diabetes & Metabolism at the University of California, San Diego and the Veterans Affairs Healthcare System of San Diego since 2001. He also currently serves as a director of Taking Control of Your Diabetes, a non-profit organization promoting patient education, motivation and self-advocacy that he founded in 1995, and the Diabetes Care Clinic VA Medical Center. Dr. Edelman received his B.A. andfrom the University of California, Los Angeles, his M.S. in Biology from the University of California, Los Angeles and his M.D. from the University of California, Davis. Our Board of Directors


believes that Dr. Edelman'sEdelman’s substantial diabetes industry experience qualifies him to serve as a director of our Company.


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Edward J. Fiorentino,, age 5965

Mr. Fiorentino was elected to our Board of Directors in December 2015. Mr. Fiorentino served on the Senseonics, Incorporated Board of Directors from March 2012 to December 2015. Since March 2016,January 2024, Mr. Fiorentino has served as Executive Chairman of TerSera Therapeutics. Previously, he served as Chairman and Chief Executive Officer of TerSera Therapeutics, a specialty pharmaceutical company. From August 2013 to January 2016, Mr. Fiorentino has served as Chairman and Chief Executive Officer of Crealta Pharmaceuticals, a specialty pharmaceutical company. From March 2009 to June 2013, he wasMr. Fiorentino served as the Chief Executive Officer of Actient Pharmaceuticals. Prior to joining Actient Pharmaceuticals, Mr. Fiorentino served in various positions at Abbott Laboratories, including Corporate Vice President of Pharmaceutical Commercial Operations, for more than 20 years. He also previously served as Senior Vice President and President of Abbott Diabetes Care and was Executive Vice President of TAP Pharmaceuticals. Mr. Fiorentino received his B.S. in Business Administration from the State University of New York and his M.B.A. from Syracuse University. Our Board of Directors believes that Mr. Fiorentino'sFiorentino’s substantial healthcare and pharmaceutical experience qualifies him to serve as a director of our Company.

Peter Justin Klein, M.D., J.D.Anthony Raab, , age 4043

        Dr. Klein

Mr. Raab was electedappointed to our Board of Directors in December 2015. Dr. Klein served on the Senseonics, Incorporated BoardOctober 2020. Mr. Raab is a co-founder of Directors from September 2013 to December 2015. Dr. KleinMasters Special Situations, LLC (“Masters”), and has served as a PartnerSenior Analyst at New Enterprise Associates ("NEA"), a venture capital firm,Masters Capital Management since 2006. Prior to joining NEA, Dr. Klein worked for the Duke University Health System. Dr. Klein currently serves as a director of several private life sciences companies. Dr. Klein2015. He received his A.B., B.S.B.A. in economics with a certificate in markets and M.D.management from Duke University and his J.D. from Harvard Law School.University. Our Board of Directors believes that Dr. Klein's significant legalMr. Raab’s healthcare investment experience and medicalinvestment expertise in healthcare and his services as a venture capital investor and director of multiple biotechnology and medical device companies qualify him to serve as a director of our Company.


THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "“FOR"” EACH NAMED NOMINEE.

CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 20192026 ANNUAL MEETING

Timothy T. Goodnow, age 62
Dr. Goodnow was elected as one of our directors and was appointed as our President and Chief Executive Officer in December 2015. From 2010 to December 2015, Dr. Goodnow served on the board of directors of Senseonics, Incorporated and he served as the President and Chief Executive Officer of Senseonics, Incorporated from 2011 to December 2015. Dr. Goodnow served as Vice President, Technical Operations of Abbott Diabetes Care, a healthcare company, from 2000 to 2011. Prior to that, he held positions at TheraSense, Verax Biomedical, Inc. and Dade Behring and Baxter Healthcare. Dr. Goodnow received his Ph.D. and B.S. in chemistry from The University of Miami. Our Board of Directors believes that Dr. Goodnow’s experience as our Chief Executive Officer, his background in medical device development and his knowledge of the diabetes industry qualify him to serve as a director of our Company.
Francine R. Kaufman, age 73
Dr. Kaufman was appointed as one of our directors in November 2019 and was appointed as our Chief Medical Officer in March 2019. Prior to joining our Company, Dr. Kaufman served as Chief Medical Officer and Vice President of Global Clinical, Regulatory and Medical Affairs at Medtronic Diabetes from 2009 to January 2019. Prior to that, she served as Director of the Comprehensive Childhood Diabetes Center, and head of the Center for Endocrinology, Diabetes and Metabolism at Children’s Hospital Los Angeles from 1991 to 2009. Dr. Kaufman is also a Distinguished Professor Emerita of Pediatrics and Communications at the Keck School of Medicine and the Annenberg School of Communications of the University of Southern California. She was formerly the president of the American Diabetes Association in 2003 and chair of the National Diabetes Education Program from 2008 to 2009. Dr. Kaufman was also elected to the National Academy of Medicine in 2005. She was also an advisor to the Governor on the California Initiative on Health, Fitness and Obesity in 2007. Dr. Kaufman received her B.A. from Northwestern University and her M.D. from Chicago Medical School. Our Board of Directors believes that Dr. Kaufman’s experience as our Chief Medical Officer, her background in medical device development and her medical expertise with diabetes qualify her to serve as a director of our Company.

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Sharon Larkin, age 60
Ms. Larkin was appointed to our Board of Directors in December 2021. Ms. Larkin served as senior vice president, Human Resources and Administration for Assertio Therapeutics, Inc. from 2017 until her retirement in 2020. Prior to joining Assertio Therapeutics, Inc., Ms. Larkin served as divisional vice president, Human Resources, Medical Devices Group at Abbott Laboratories from 1992 to 2017, where she provided global human resources leadership for Abbott’s five medical device operating businesses, including Abbott Diabetes Care, Abbott Vascular, Abbott Medical Optics, Abbott Animal Health and Abbott Electrophysiology. Ms. Larkin joined Abbott in 1992 and also held positions of increased responsibility in Abbott’s Nutrition, HealthSystems and Corporate operations. Prior to joining Abbott, Ms. Larkin worked for the Federal Reserve Bank of Atlanta, Jacksonville Branch, where she provided leadership for the branch’s U.S. Treasury securities services and human resources operations. Ms. Larkin received a B.S. in industrial management from the Georgia Institute of Technology. Our Board of Directors believes that Ms. Larkin’s extensive experience in human resources operations qualifies her to serve as a director of the Company.
Koichiro Sato, age 50
Mr. Sato was appointed to our Board of Directors in May 2023. Mr. Sato is Senior Executive Vice President, Representative Director and Chief Operating Officer of PHC Holdings Corporation and oversees all business domains of PHC Group. Mr. Sato served as External Director for PHC Group from April 2017 through July 2022 when he assumed his current position. Prior to his role with PHC, Mr. Sato was engaged in the healthcare business at the Mitsui & Co. for seven years. Mr. Sato has extensive knowledge of healthcare business not only in Japan but also globally with experience of having served as Director of DaVita Care Pte. Ltd, Director of Bowtie Life Insurance Company Limited and Chief Executive Officer of Hong Kong Branch of MBK Healthcare Management Pte. Ltd. Mr. Sato earned a bachelor’s degree from Keio University and a M.B.A. from McGill University. Mr. Sato has been nominated pursuant to a contractual right in favor of PHC Holdings Corporation to designate up to two individuals to serve on the Board of Directors. Our Board of Directors believes that Mr. Sato’s experience in global healthcare management and operations qualifies him to serve as a director of the Company.
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING
Stephen P. DeFalco,, age 5663

Mr. DeFalco was elected as a director and our chairman in December 2015. Mr. DeFalco served as chairman of the Senseonics, Incorporated board of directors from June 2010 to December 2015 and served as Senseonics, Incorporated'sIncorporated’s interim Chief Executive Officer from June 2010 to March 2011. In August 2019, Mr. DeFalco became the Chairman and Chief Executive Officer of Creation Technologies. From OctoberApril 2018 to August 2019, Mr. DeFalco was a partner at Lindsay Goldberg & Co LLC. From 2011 until January 2018, Mr. DeFalco served as the Chief Executive Officer of Crane & Co, Inc., a global technology company, and also served on its board of directors. Previously, from May 2005 to July 2010, he served as the Chief Executive Officer and on the board of directors of Nordion Inc. (formerly MDS Inc.), a public life sciences company. Mr. DeFalco received his M.B.A. from the Massachusetts Institute of Technology—SloanTechnology-Sloan School of Management, his M.S.E.E. from Syracuse University and his B.S.M.E. from the Massachusetts Institute of Technology. Our Board of Directors believes that Mr. DeFalco'sDeFalco’s leadership, executive, managerial and business experience with life sciences companies qualifies him to serve as a director of our company.

Brian Hansen, age 56
Mr. Hansen was appointed to our Board of Directors in March 2024. Mr. Hansen has served as Ascensia’s President of CGM since February 2024. Mr. Hansen is an executive with over 30 years of commercial experience in the medical device, life sciences and diagnostic industries. Prior to joining Ascensia, he served as EVP and CCO at Tandem Diabetes Care since January 2016. Prior to that, Mr. Hansen held key leadership roles at Adaptive Biotechnologies, Novartis, Gen-Probe and Fisher Scientific. Mr. Hansen received his MBA from Penn State University and his BSBA from the University of Missouri. Mr. Hansen was appointed to the Board pursuant to a contractual right in favor of PHC Holdings Corporation to

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designate up to two individuals to serve on the Board of Directors. Our Board of Directors believes that Mr. Hansen’s substantial medical device and diabetes experience qualifies him to serve as director of our Company.
Douglas S. Prince,, age 6470

Mr. Prince was elected to our Board of Directors in December 2015. Mr. Prince served on the Senseonics, Incorporated board of directors from February 2015 to December 2015. Mr. Prince served


as the Chief Financial Officer of Crane & Co., Inc., a global technology company, from February 2013 to January 2018. Prior to Crane & Co., from OctoberFrom 2010 to January 2013, Mr. Prince served as the Chief Financial Officer of Northern Power Systems Corp., an energy technology company. From 2007 to 2010, Mr. Prince served as Chief Financial Officer of Nordion Inc. (formerly MDS Inc.), a public life sciences company. Since November 2019, Mr. Prince has also served on the Board of Directors of Creation Technologies, a private electronics manufacturing services company. Mr. Prince received his B.B.A. in Business Administration from the University of Kentucky. Our Board of Directors believes that Mr. Prince'sPrince’s executive experience and financial expertise qualify him to serve as a director of our Company.

Douglas A. Roeder, age 4753

Mr. Roeder was elected to our Board of Directors in December 2015. Mr. Roeder served on the Senseonics, Incorporated board of directors from October 2011 to December 2015. Mr. Roeder joined Delphi Ventures as an Associate in 1998 and has been a Partner of Delphi Ventures since 2000, focusing on medical devices, diagnostics and biotechnology. Prior to joining Delphi Ventures, Mr. Roeder was an Associate with Alex, Brown & Sons Healthcare Investment Banking Group. Mr. Roeder currently serves on the boards of directors of Tandem Diabetes, Inc. and several private companies. Mr. Roeder previously served on the board of directors of Tandem Diabetes, Inc. from 2009 to 2022 and TriVascular Technologies, Inc. from 2008 to 2016. Mr. Roeder received his A.B. from Dartmouth College. Our Board of Directors believes that Mr. Roeder'sRoeder’s substantial experience with companies in the healthcare sector and his venture capital, financial and business experience qualify him to serve as a director of our Company.

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2020 ANNUAL MEETINGBoard Diversity

M. James Barrett, Ph.D., age 75

        Dr. Barrett was elected toThe Board Diversity Matrix, below, provides the diversity statistics for our Board of Directors in December 2015. Dr. Barrett founded Senseonics, Incorporated and served as a member of the board of directors of Senseonics, Incorporated from November 1996 to December 2015. He served as the Chief Executive Officer of Senseonics, Incorporated from 1997 to 2001. He currently serves as a General Partner of NEA, where he specializes in biotechnology and works with members of NEA's healthcare investment group on medical devices, healthcare information systems and healthcare services companies. Prior to joining NEA and Senseonics, Incorporated, he led three NEA-funded companies, serving from 1987 to 1995 as Chairman and Chief Executive Officer at Genetic Therapy, Inc. and from 1982 to 1987 as President and Chief Executive Officer at Life Technologies, Inc. and its predecessor, Bethesda Research Laboratories, Inc. Previously, Dr. Barrett worked at SmithKline Beecham Corporation, where he held a variety of positions, including President of its In Vitro Diagnostic Division and President of SmithKline Clinical Laboratories. He currently serves on the boards of directors of the publicly-held life sciences companies GlycoMimetics, Inc., Clovis Oncology, Inc., and Proteostasis Therapeutics, Inc. In the past five years, he has served on the boards of directors of the publicly traded companies Roka Bioscience, Inc., Amicus Therapeutics, Inc., Inhibitex, Inc. (acquired by Bristol-Myers Squibb Co.), Loxo Oncology, Inc., Targacept, Inc., YM Biosciences, Inc. and Zosano Pharma Corporation. Dr. Barrett received his Ph.D. in biochemistry from the University of Tennessee, his M.B.A. from the University of Santa Clara and his B.S. from Boston College. Our Board of Directors believes that Dr. Barrett's experience overseeing NEA's investments in biotechnology, serving as a member of the board of directors of other public companies, prior senior management experience, including as President and Chief Executive Officer of biopharmaceutical companies, and his strong capital markets experience qualify him to serve as a director of our Company.

Timothy T. Goodnow, Ph.D.Directors., age 56

        Dr. Goodnow was elected as one of our directors and was appointed as our President and Chief Executive Officer in December 2015. From December 2010 to December 2015, Dr. Goodnow served on the board of directors of Senseonics, Incorporated and he served as the President and Chief Executive

Board Diversity Matrix (As of April 1, 2024)​
Total Number of Directors ​
​​​​​​​​
11​
​​​​​​​
​​​Female​​Male​​Non-Binary​
Part I: Gender Identity​​​​​​​​​​​​​​​​​​​
Directors​​​​2​​​​​9​​​​​—​​
Part II: Demographic Background​​​​​​​​​​​​​​​​​​​
African American or Black​​​​1​​​​​—​​​​​—​​
Alaskan Native or Native American​​​​—​​​​​—​​​​​—​​
Asian​​​​—​​​​​1​​​​​—​​
Hispanic or Latinx​​​​—​​​​​—​​​​​—​​
Native Hawaiian or Pacific Islander​​​​—​​​​​—​​​​​—​​
White​​​​1​​​​​8​​​​​—​​
Two or More Races or Ethnicities​​​​—​​​​​—​​​​​—​​
LGBTQ+​​​​—​​​​​—​​​​​—​​

11

Officer of Senseonics, Incorporated from March 2011 to December 2015. Dr. Goodnow served as Vice President, Technical Operations of Abbott Diabetes Care, a healthcare company, from 2000 to February 2011. Prior to that, he held positions at TheraSense, Verax Biomedical, Inc. and Dade Behring and Baxter Healthcare. Dr. Goodnow received his Ph.D. and B.S. in chemistry from The University of Miami. Our Board of Directors believes that Dr. Goodnow's experience as our Chief Executive Officer, his background in medical device development and his knowledge of the diabetes industry qualify him to serve as a director of our Company.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

As required under the NYSE American listing rules, a majority of the members of a listed company'scompany’s board of directors must qualify as "independent,"“independent,” as affirmatively determined by the board of directors. Our Board of Directors consults with our counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent,"“independent,” including those set forth in pertinent listing standards of NYSE American, as in effect from time to time.

        Our

Consistent with these considerations, our Board of Directors has undertaken a review of all relevant identified transactions or relationships between each director and director nominee, or any of his or her family members, and the independence of the directorsCompany, its senior management and its independent auditors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors has determined that Messrs.Stephen DeFalco, Douglas Prince, Douglas Roeder, Sharon Larkin, Steven Edelman, Edward Fiorentino, Prince and Roeder and Drs. Barrett, Edelman and Klein,Anthony Raab, representing seven of our eight11 directors, are "independent directors"“independent directors” as defined under the listing rules of the NYSE American. In making this determination,these determinations, the Board of Directors found that none of these directors or nominees for director had a material or other disqualifying relationship with us. Dr.
Timothy Goodnow is not an independent director by virtue of his employment with us as our President and Chief Executive Officer and Francine Kaufman is not an independent director by virtue of her employment with us as our Chief Medical Officer.

Brian Hansen is not an independent director by virtue of his role as President of CGM of Ascensia Diabetes Care, our exclusive distribution partner for Eversense. By virtue of his role as Chief Operating Officer of PHC Holdings Corporation (“PHC”), Mr. Sato is not an independent director.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

        Mr. DeFalco is

We regularly review the ChairmanBoard of Directors leadership structure. We believe the current leadership structure of the Board of Directors, in which the roles of Chairman of the Board and Chief Executive Officer are separated, best serves overall corporate structure and the Board of Director’s ability to carry out its roles and responsibilities on behalf of our stockholders, including its oversight of management and corporate governance matters. We also believe that the current structure allows our Chief Executive Officer to focus on managing the Company, while leveraging our independent Chairman’s experience to drive accountability at the Board level. Our independent Chairman of the Board, Stephen DeFalco, has authority, among other things, to call and preside overat Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board of Directors. Accordingly, the Chairman of the Board has substantial ability to shape the work of the Board of Directors.Directors, including influencing the matters that come before the Company’s standing board committees. Additionally, as Chairman, Mr. DeFalco is available to represent the Board of Directors in communications with stockholders, our commercial partners, including Ascensia Diabetes Care, and our other stakeholders. We believe that separatingseparation of the positions of Board Chairman and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management'smanagement’s performance, increasing management accountability and improving the ability of the Board of Directors to monitor whether management'smanagement’s actions are in the best interests of usthe Company and our stockholders. WeAs a result, we believe that this separationhaving an independent Chairman can enhance the effectiveness of the Board of Directors as a whole.

ROLE OF THE BOARD OF DIRECTORS IN RISK OVERSIGHT

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, cybersecurity and reputational.reputational, including with respect to the COVID-19 outbreak. One of the key functions of the Board of Directors is informed oversight of our risk management process. The Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole with the

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assistance of the Audit Committee, as well as through various standing committees that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The Audit Committee and Board of Directors conduct an annual enterprise risk management review of the Company’s most significant risks, processes to manage the risks, and mitigation activities with the Company’s compliance officer, with periodic updates throughout the year. Our risks are considered in the development of the Company’s periodic reports and disclosure controls. Our Audit Committee also has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which


risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements.requirements and reviews cybersecurity risks. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance principles, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board of Directors as quickly as possible. The Board of Directors has delegated to the Chairman of the Board of Directors the responsibility of coordinating between the Board of Directors and management with regard to the determination and implementation of responses to any problematic risk management issues.

MEETINGS OF THE BOARD OF DIRECTORS AND ANNUAL MEETING ATTENDANCE

The Board of Directors met sixfour times during the last fiscal year.2023. Each director attended 75% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member.

As required under applicable NYSE American listing standards, during the last fiscal year, our independent directors met five timesregularly in regularly scheduled executive sessions at which only independent directors were present.present, in conjunction with meetings of the full board of directors. Mr. DeFalco, the Chairman of our Board of Directors, presidedgenerally presides over the executive sessions.

We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. Eleven of our then serving directors attended our 2023 annual meeting of stockholders.

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INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has three standing committees: an(i) Audit Committee, a(ii) Compensation Committee and a(iii) Nominating and Corporate Governance Committee. The following table provides membership and meeting information for the year ended December 31, 20172023 for each of the committees:

Name​​Audit Committee​​
Compensation
Committee
​​
Nominating &
Corporate
Governance
Committee
​
Stephen P. DeFalco​​​​X​​​​​​​​​​​X*​​
Steven V. Edelman​​​​​​​​​​X​​​​​X​​
Edward J. Fiorentino​​​​X​​​​​X​​​​​​​​
Douglas S. Prince​​​​X*​​​​​​​​​​​X​​
Douglas A. Roeder​​​​​​​​​​X*​​​​​X​​
Sharon Larkin​​​​​​​​​​X​​​​​​​​
Anthony Raab​​​​​​​​​​​​​​​​​​​
Timothy Goodnow​​​​​​​​​​​​​​​​​​​
Robert Schumm(1)
​​​​​​​​​​​​​​​​​​​
Francine Kaufman​​​​​​​​​​​​​​​​​​​
Koichiro Sato​​​​​​​​​​​​​​​​​​​
Number of meetings in 2023​​​​8​​​​​4​​​​​3​​
​
Name
 Audit
Committee		 Compensation
Committee		 Nominating &
Corporate
Governance
Committee		 

Stephen P. DeFalco

        X*

M. James Barrett

        X 

Steven Edelman

        X 

Edward J. Fiorentino

  X  X    

Peter Justin Klein

  X  X    

Douglas S. Prince

  X*    X 

Douglas A. Roeder

     X* X 

Number of meetings in 2017

  8  3  1 
(1)
Mr. Schumm resigned from the Board of Directors on March 19, 2024.
​
*

Committee chair.

​
Below is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

The Board of Directors has determined that the members of each of the Board of Directors three standing committees meet the applicable NYSE American rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Audit CommitteeAUDIT COMMITTEE

The Audit Committee of the Board of Directors was established by the Board of Directors in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance of and


assesses the qualifications of the independent auditors; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on our audit engagement team as required by law; reviews and approves or rejects transactions between us and any related persons; confers with management, third party advisors and the independent auditors regarding the adequacy and effectiveness of internal controlcontrols over financial reporting; oversees and participates in the resolution of internal control issues, where identified; reviews new financial reporting and disclosure requirements and oversees implementation of new accounting standards; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; meets with our independent registered public accounting firm to discuss the scope and meets to review our annual auditedresults of its examination and reviews the financial statements and quarterly financial statements with management and the independent auditor, including a review of our disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations"reports contained in our periodic filings.

filings, and reviews and assesses the strength and effectiveness of the Company’s finance team.


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The Audit Committee also assists the Board of Directors with oversight of management’s risk management process to identify, assess and mitigate business risks. These risks may include commercialization, product development, product quality, customer welfare, human capital, manufacturing and supply chain management, capital funding needs, global events, and other topics. The Audit Committee reviews management’s approach and response to regulatory compliance and legal risks such as selling practices, product labeling, data privacy, employee training, new regulatory requirements, and other topics. Any pending compliance or legal matters are reviewed in detail and where appropriate the Audit Committee and management use third party experts for advice and counsel on these matters. The Audit Committee reviews management’s cybersecurity programs and initiatives such as global cybersecurity threats, mitigation plans, incident response plans, software and hardware enhancements, security testing results, employee training, and other topics. Any cybersecurity breaches are reviewed in detail and where appropriate, the Audit Committee and management use third party experts for advice and counsel on these topics. The Audit Committee also annually reviews and approves the Company’s insurance programs.
The Audit Committee is composed of three directors: Mr. Prince, Dr. KleinMr. DeFalco and Mr. Fiorentino.Fiorentino, with Mr. Prince serving as Chair. The Audit Committee met eight times during 2017.2023. The Board of Directors has adopted a written Audit Committee charter that is available to stockholders on our website at www.senseonics.com.

The Board of Directors reviews the NYSE American listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as independence is currently defined in Section 803B of the NYSE American Company Guide and under Rule 10A-3 under the Exchange Act).

The Board of Directors has also determined that Mr. Prince qualifies as an "audit“audit committee financial expert,"” as defined in applicable SEC rules. The Board of Directors made a qualitative assessment of Mr. Prince'sPrince’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer for other public reporting companies.

Report of the Audit Committee of the Board of Directors

Management has the primary responsibility for the preparation, presentation and integrity of the consolidated financial statements and for the establishment and effectiveness of internal controls and procedures designed to ensure compliance with generally accepted accounting principles and applicable laws and regulations. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion on the conformity of the consolidated financial statements, in all material respects, with generally accepted accounting principles. In performing its oversight role, the Audit Committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 20172023 with management of the Company. The Audit Committee has discussed withand the independent registered public accounting firmfirm. The Audit Committee also discussed the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB").PCAOB and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants'accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm'sfirm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

    2023.

Douglas S. Prince, Chair
Stephen DeFalco
Edward J. Fiorentino
​
*
Peter Justin Klein

*
The material in this report is not "soliciting“soliciting material,"” is furnished to, but not deemed "filed"“filed” with, the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than the Company'sCompany’s Annual Report on Form 10-K, where it shall be deemed to be "furnished,"“furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
​

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Compensation CommitteeCOMPENSATION COMMITTEE

The Compensation Committee is composed of threefour directors: Messrs.Mr. Roeder, andMr. Fiorentino, and Dr. Klein. In addition, our Board of Directors has also appointed Dr. Edelman toand Ms. Larkin, with Mr. Roeder serving as Chair. All members of the Compensation Committee effective upon the date of the Annual Meeting. Messrs. Roeder and Fiorentino and Drs. Klein and Edelman are independent, as independence is currently defined in Section 805 of the NYSE American Company Guide. The Compensation Committee met threefour times during the fiscal year. The Board of Directors has adopted a written Compensation Committee charter that is available to stockholders on our website at www.senseonics.com.

The Compensation Committee of the Board of Directors acts on behalf of the Board of Directors to review, adopt and oversee our compensation strategy, policies, plans and programs, including:

•

establishment of corporate and individual performance objectives relevant to the compensation of our executive officers and members of senior management and evaluation of performance in light of these stated objectives;
​
•

•
review and approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, of our Chief Executive Officer and the other executive officers;
​
•

•
compensation of our non-employee directors; and
​
•

•
administration of our equity compensation plans and similar plans or programs.

​
Compensation Committee Processes and Procedures
Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our Chief Executive Officer. The Compensation Committee meets regularly in executive session.
However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant'sconsultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and NYSE American, that bear upon the adviser'sadviser’s independence; however, there is no requirement that any adviser be independent.

During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and NYSE American described above, the Compensation Committee engaged Willis Towers Watson as compensation consultants. The Compensation Committee has assessed Willis Towers Watson'sWatson’s independence and determined that Willis Towers Watson had no conflicts of interest in connection with its provisions of services to the Compensation Committee. Specifically, the Compensation Committee engaged Willis Towers Watson to suggest a peer company group composed of public companies comparable to us and conduct


an executive compensation assessment analyzing the current cash and equity compensation of our executive officers, directors and other senior management against compensation for similarly situated executives at our peer group companies. Our management did not have the ability to direct Willis Towers Watson'sWatson’s work.


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Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awardsbonuses and established new performance objectives at one or more meetings held during the first quarter of the year, and the Compensation Committee has approved annual equity awards to executives at a meeting held during the second quarter of the year. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee'sCommittee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, stock performance data, analyses of historical executive compensation levels and current compensation levels and recommendations of the Compensation Committee'sCommittee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant to be comparable to us.

Nominating and Corporate Governance CommitteeNOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying, reviewing and evaluating candidates to serve as our directors (consistent with criteria approved by the Board of Directors), reviewing and evaluating incumbent directors, recommending to the Board of Directors for selection candidates for election to the Board of Directors, making recommendations to the Board of Directors regarding the membership of the committees of the Board of Directors, and assessing the performance of management and the Board of Directors.

Directors, and developing a set of corporate governance principles for the Company.

The Nominating and Corporate Governance Committee is composed of fivefour directors: Messrs.Mr. DeFalco, Mr. Prince, andMr. Roeder and Drs. Barrett and Edelman.Dr. Edelman, with Mr. DeFalco serving as Chair. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Section 803A of the NYSE American Company Guide). The Nominating and Corporate Governance Committee met one timethree times during 2017.2023. The Board of Directors has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at www.senseonics.com.

​

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to our affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board of Directors, our operating requirements and the


long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of us and the Board of Directors, to maintain a balance of knowledge, experience and capability.

Our Nominating and Corporate Governance Committee does not have a formal policy regarding board diversity. Diversity is one of a number of factors, however, that the committee takes into account in identifying nominees, and the Nominating and Corporate Governance Committee believes that it is essential that the board members represent diverse viewpoints and experiences and possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to

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oversee and direct our business. To accomplish the Board’s diversity objectives, the Nominating and Governance Committee may retain an executive search firm to help identify potential directors that meet these objectives.
In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors'directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors'directors’ independence. The Nominating and Corporate Governance Committee also takes into account the results of the self-evaluation or surveys of the Board of Directors, conducted annually on a group and individual basis.annually. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NYSE American purposes, which determination is based upon applicable NYSE American listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates'candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee in care of our Corporate Secretary at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005. Any such recommendation should be delivered at least 90 days, but no more than 120 days, prior to the anniversary date of the mailing of our proxy statement for the last Annual Meeting of Stockholders. Submissions must include the full name of the proposed nominee, a description of the proposed nominee'snominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee'snominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board of Directors has adopted a formal process by which stockholders may communicate with the Board of Directors or any of its directors. Stockholders who wish to communicate with the Board of Directors may do so by sending written communications addressed to the Board of Directors or the director in care of Senseonics Holdings, Inc., 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005, Attn: Corporate Secretary. Each communication must set forth the name and address of the stockholder on whose behalf the communication is sent and the number and class of shares of our stock that are owned beneficially by the stockholder as of the date of the communication.

These communications will be reviewed by our Corporate Secretary, who will determine whether they should be presented to the Board of Directors. The purpose of this screening is to allow the Board of Directors to avoid having to consider communications that contain advertisements or solicitations or are unduly hostile, threatening or similarly inappropriate. All communications directed


to the Audit Committee in accordance with our Amended and Restated Whistleblower Policy that relate to questionable accounting or auditing matters involving us will be promptly and directly forwarded to the Audit Committee.

Any interested person may communicate directly with the non-management directors. Persons interested in communicating directly with the non-management directors regarding their concerns or issues may do so by addressing correspondence to a particular director, or to the non-management directors generally, in care of Senseonics Holdings, Inc., 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005. If no particular director is named, letters will be forwarded, depending upon the subject matter, to the chair of the Audit, Compensation, or Nominating and Corporate Governance Committee.


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CODE OF ETHICS

We have adopted anthe Senseonics Holdings, Inc. Amended and Restated Code of Business Conduct and Ethics, or the Code of Conduct,Ethics, applicable to all of our employees, executive officers and directors. The Code of ConductEthics is available on our website at www.senseonics.com. The Audit Committee of our Board of Directors is responsible for overseeing the Code of ConductEthics and must approve any waivers of the Code of ConductEthics for executive officers and directors. If we make any substantive amendments to the Code of ConductEthics or grant any waiver from a provision of the Code of ConductEthics to any executive officer or director, we will promptly disclose the amendment or waiver on our website.

CORPORATE GOVERNANCE GUIDELINES
The Board of Directors has documented the governance practices followed by the Company by adopting Corporate Governance Guidelines to assure that the Board has the necessary authority and practices in place to review and evaluate the Company’s business operations as needed and to make decisions that are independent of the Company’s management. The guidelines are also intended to align the interests of directors and management with those of the Company’s stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, including diversity of directors, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at www.senseonics.com.
Incentive Compensation Recoupment Policy
In November 2023, the Compensation Committee adopted the Senseonics Holdings, Inc. Incentive Compensation Recoupment Policy (the “Clawback Policy”) intended to comply with the final clawback rules adopted by the SEC pursuant to Section 10D and Rule 10D-1 of the Exchange Act, and the related NYSE American listing requirements (together, the “Final Clawback Rules”). The Clawback Policy requires the Company to recover any erroneously awarded incentive-based compensation received by current and former executive officers (as defined in the Clawback Policy) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Company may recoup from current or former executive officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
HEDGING POLICY
Under our insider trading policy, no employee, director or consultant may engage in short sales, transactions in put or call options, hedging transactions, securities pledging, margin accounts or other inherently speculative transactions with respect to our stock at any time.

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PROPOSAL NO. 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement in accordance with SEC rules. This advisory (non-binding) vote is commonly referred to as a “say-on-pay” vote.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the policies and practices described in this proxy statement. The compensation of the Company’s named executive officers subject to the say-on-pay vote is disclosed in the compensation tables and the related narrative disclosures that accompany the compensation tables contained in the “Executive Compensation” section of this proxy statement. As described in those disclosures, the Company believes that its compensation policies and decisions are strongly aligned with our stockholder’s interests and consistent with current market practices. Compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.
Accordingly, the Board of Directors is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and any related narrative disclosures that accompany the compensation tables in the Company’s proxy statement for its 2024 Annual Meeting of Stockholders, is hereby APPROVED.”
Because the say-on-pay vote is advisory, it is not binding on the Board of Directors or the Company. Nevertheless, the views expressed by the stockholders, whether through this say-on-pay vote or otherwise, are important to management and the Board of Directors and, accordingly, the Board of Directors and the Compensation Committee intend to consider the results of this say-on-pay vote in making determinations in the future regarding executive compensation arrangements.
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present or represented by proxy and entitled to vote on the matter at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSAL NO. 2.

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PROPOSAL NO. 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

        The

KPMG LLP currently serves as our independent registered public accounting firm. After consideration of the firm’s qualifications, the Audit Committee of the Board of Directors has selected Ernst & YoungKPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20182024 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements beginning with the year ended December 31, 2015. Representatives of Ernst & YoungKPMG LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

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

        The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote

CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As previously disclosed, Ernst & Young LLP was dismissed as our independent registered public accounting firm on March 9, 2022. Ernst & Young LLP’s report on the matter atconsolidated financial statements for the Annual Meeting will be requiredfiscal years ended December 31, 2020 and December 31, 2021 did not provide an adverse opinion or disclaimer of opinion to ratify the selectionCompany’s financial statements, nor modify its opinion as to uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 2021, and the subsequent interim period through March 9, 2022, the effective date of Ernst & Young’s dismissal, there were: (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Ernst & Young LLP.

LLP on any matters of accounting principles or practices, financial statement disclosures or auditing scope or procedures which, if not resolved to Ernst & Young LLP’s satisfaction, would have caused Ernst & Young LLP to make reference thereto in its reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

On March 9, 2022, the Board of Directors approved the engagement of KPMG LLP to serve as the Company’s independent registered public accounting firm. During the fiscal year ended December 31, 2021, and through March 9, 2022, neither the Company, nor anyone on its behalf, consulted KPMG LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and neither a written report nor oral advice was provided to the Company that KPMG LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” ​(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” ​(as described in Item 304(a)(1)(v) of Regulation S-K).
We previously provided Ernst & Young LLP with a copy of the disclosures regarding the dismissal reproduced in this Proxy Statement and received a letter from Ernst & Young LLP addressed to the SEC stating that they agree with the above statements. This letter was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 15, 2022.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 20172023 and 20162022, by ourKPMG LLP, the Company’s principal accountants.accountant. All such fees described below were pre-approved by the Audit Committee.

​​​2023​​2022​
Audit fees(1)
​​​$1,157,020​​​​$857,290​​
Tax fees(2)
​​​​38,598​​​​​63,704​​
All other fees(3)
​​​​—​​​​​5,500​​
Total fees​​​$1,195,618​​​​$926,494​​
​
 
 2017 2016 

Audit fees

 $963,953 $860,689 

Tax Fees

  —  18,500(1)

Total

 $963,953 $879,189 
​​​ ​ ​​ ​​
​​​​​​​​
​​​ ​ ​​ ​ ​
(1)
(1)
TaxIncludes the aggregate fees were principallyand out of pocket expenses billed for the audit of our consolidated annual financial statements and reviews of our interim consolidated financial statements included in quarterly reports on Form 10-Q. This category also includes services related to provision of comfort letters, consents, and review of documents for registration statements on Forms S-3 and S-8, offering memorandums and supplemental prospectus filings.
​
(2)
Consists of fees for professional services primarily for tax compliance and reporting and analysis services.

​
(3)
Consists of aggregate fees billed for services provided by the independent registered public accounting firm other than those disclosed above, which relate to professional development programs.
​
PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and, if applicable, non-audit services rendered by our independent registered public accounting firm, Ernst & Young LLP.firm. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee'sCommittee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. On a periodic basis, the independent registered public accounting firm reports to the Audit Committee on the status of actual costs for approved services against the approved amounts.

All of the services of KPMG LLP for the years ended December 31, 2023 and 2022 described above were pre-approved in accordance with the Audit Committee Pre-Approval Policy.
The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of KPMG LLP.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "“FOR"” PROPOSAL NO. 2.3.


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PROPOSAL NO. 3

4
APPROVAL OF INCREASE IN AUTHORIZED NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors is requesting stockholder approval of an amendment to the Company's AmendedCompany’s amended and Restatedrestated Certificate of Incorporation to increase the Company'sCompany’s authorized number of shares of common stock from 250,000,000900,000,000 shares to 450,000,0001,400,000,000 shares.

The current amended and restated Certificate of Incorporation was most recently amended in October 2020 pursuant to an amendment adopted by our stockholders, and the authorized number of shares of common stock has not been increased since that time. The text of the proposed amendment is set forth on Appendix A to this Proxy Statement.

The additional common stock to be authorized by adoption of the amendment would have rights identical to the currently outstanding common stock of the Company. Adoption of the proposed amendment and issuance of the common stock would not affect the rights of the holders of currently outstanding common stock of the Company, except for effects incidental to increasing the number of shares of the Company'sCompany’s common stock outstanding, such asavailable for future issuance, which would result in dilution of the earnings per share and voting rights of current holders of common stock. If the amendment is adopted, it will become effective upon filing of a Certificate of Amendment ofto the Company's AmendedCompany’s amended and Restatedrestated Certificate of Incorporation with the Secretary of State of the State of Delaware.

In addition to the 137,240,205530,817,549 shares of common stock outstanding on March 31, 2018, the Board hasrecord date, the Company had reserved, as of the record date, an aggregate of (i) 8,179,244238,674,462 shares of common stock for future issuance as follows:
•
30,372,058 shares of Common Stock reserved for issuance upon conversion of Series B convertible preferred stock;
​
•
85,559,131 shares of Common Stock reserved for issuance upon exercise of warrants (including pre-funded warrants held by PHC Holdings Corporation);
​
•
15,622,814 shares of Common Stock reserved for issuance upon conversion of Convertible Promissory Notes due 2025;
​
•
1,025,844 shares of Common Stock reserved for outstanding stock awards granted under the Senseonics, Incorporated Amended and Restated 1997 Stock Option Plan, (ii) 12,158,614Plan;
​
•
25,363,098 shares of common stockCommon Stock reserved for outstanding stock awards granted under the Company's 2015 Equity Incentive Plan, (iii) 3,242,496 additional shares for future issuance under theCompany’s Amended and Restated 2015 Equity Incentive Plan, (iv) 3,104,523Plan;
​
•
46,386,700 shares of common stockCommon Stock reserved for future issuance under the Company'sCompany’s Amended and Restated 2015 Equity Incentive Plan;
​
•
1,333,500 shares of Common Stock reserved for outstanding stock awards granted under the Company’s Inducement Plan;
​
•
282,159 shares of Common Stock reserved for issuance under the Company’s Inducement Plan;
​
•
22,729,158 shares of Common Stock reserved for issuance under the Company’s 2016 Employee Stock Purchase Plan, (v) 4,221,312Plan;
​
•
2,462,500 shares of Common Stock reserved for outstanding stock awards granted under the Company’s 2023 Commercial Equity Plan; and
​
•
7,537,500 shares of Common Stock reserved for issuance under the Company’s 2023 Commercial Equity Plan.
​
Accordingly, as of the record date, the Company had 130,507,989 unissued, unreserved shares of common stock for issuance upon exercise of outstanding warrants, and (vi) 22,503,750 shares of common stock for issuance upon conversion of outstanding convertible senior subordinated notes due 2023.

stock.

Although, at present, the Board of Directors has no other plans to issue the additional shares of common stock, it desires to have the shares available to provide additional flexibility to use its capital stock for business and financial purposes in the future. The additional shares may be used for various purposes without further

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stockholder approval. These purposes may include raising capital;capital, providing equity incentives to employees, officers or directors;directors, and establishing strategic relationships with other companies; expandingcompanies.
Since inception, the Company's businessCompany has suffered substantial operating losses, principally from expenses associated with the Company’s research and development programs and commercial launch of the Eversense® E3 CGM System (for use up to six months) in both the United States and Europe, and the launch of our legacy versions, including Eversense CGM System in the United States (for use up to 90 days) and the Eversense CGM and Eversense XL CGM Systems (for use up to six months) in Europe, the Middle East, and Africa. The Company has not generated significant profit from the sale of products and its ability to generate revenue and achieve profitability largely depends on the Company’s ability to successfully expand the commercialization of Eversense, continue the development of its products and product upgrades, and to obtain necessary regulatory approvals or productscertifications for the sale of those products. These activities will require significant uses of working capital through 2024 and beyond. The Company generated total gross profit of $3.1 million for the twelve months ended December 31, 2023 and had an accumulated deficit of $869.3 million at December 31, 2023. To date, the Company has funded its operations principally through the acquisitionissuance of other businessespreferred stock, common stock, convertible note issuance and debt. In the future, we will require additional financing to fund working capital and pay our obligations and we may pursue financing opportunities through the issuance of debt or products;equity. However, unless our stockholders approve this proposal, we will not have sufficient unissued and other purposes.

        The affirmative voteunreserved authorized shares to engage in such transactions.

Further, our success also depends in part on our continued ability to attract, retain, and motivate highly qualified management and key personnel. If this proposal is not approved by our stockholders, the lack of the holders of a majority of the outstandingunissued and unreserved authorized shares of common stock willto provide future equity incentive opportunities could adversely impact our ability to achieve these goals.
The additional shares of common stock that would become available for issuance if the proposal were adopted could also be requiredused to approveoppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company. For example, without further stockholder approval, the Board could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this proposal to increase the authorized common stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that approval of this proposal could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.
If the proposed amendment is approved, no further action by stockholders would be necessary prior to the Company's Amended and Restated Certificateissuance of Incorporation.

additional shares of common stock unless required by applicable law or NYSE American listing rules.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF“FOR” PROPOSAL NO. 3.4.


24

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EXECUTIVE OFFICERS

The following table sets forth information concerning our executive officers.

​Name​​Position​
Name
Position​Executive Officers:​​​​
Executive Officers:​
Timothy T. Goodnow, Ph.D.​​President, Chief Executive Officer and Director​
R. Don Elsey​Frederick (“Rick”) Sullivan​​Chief Financial Officer, Secretary and Treasurer​
​Mukul Jain, Ph.D.​​Chief Operating Officer
Mirasol PanlilioVice President and General Manager, Global Commercial Operations​
Lynne Kelley,​Francine R. Kaufman, M.D., FACS​​Chief Medical Officer and Director​
Michael J. Gill​Kenneth L. HortonVice President​​General Counsel and General Manager, U.S. RegionCorporate Development Advisor​
Executive Officers Who Are Not Directors

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The following sets forth certain information with respect to our executive officers who are not directors:

R. Don Elsey,Frederick (“Rick”) Sullivan, age 6440

Mr. ElseySullivan was appointed as our Chief Financial Officer in December 2015.September 2022. Mr. Elsey served as the Chief Financial Officer of Senseonics, Incorporated from February 2015 to December 2015. HeSullivan previously served as the SeniorCompany’s Vice President of Finance from October 2020 to September 2022, as Treasurer, Head of Strategy and Financial Planning from July 2017 to July 2018 and as Corporate Controller from December 2011 to June 2017. From July 2018 to September 2020 Mr. Sullivan served as Chief Financial Officer of Regado Biosciences, Inc., a public biopharmaceutical company, from May 2014 to February 2015. He also served as the Chief Financial Officer of LifeCell, Inc., a privatefor various life science and technology companies in regenerative medicine, company, from December 2012 to February 2014biosimilar, biodefense and as Senior Vice President and Chief Financial Officer of Emergent BioSolutions, Inc., a public biopharmaceutical company, from 2005 to December 2012. Prior to that,environmental sensing. Mr. Elsey served as the Director of Finance and Administration at IGEN International, Inc., a public biotechnology company, and its successor BioVeris Corporation, from 2000 to 2005. Prior to joining IGEN, he served as Director of Finance at Applera, a genomics and sequencing company, and in several finance positions at International Business Machines, Inc. Mr. Elsey serves on the board of directors of RegeneRx Biopharmaceuticals, Inc., a public biopharmaceuticals company, as well as on the board of the Cancer Support Community. Mr. ElseySullivan received his M.B.A.B.S. in financeaccounting from Salisbury University, Perdue School of Business and his B.A.M.B.A. from the University of Maryland, Robert H. Smith School of Business. Mr. Sullivan maintains an active CPA license in economics from Michigan State University.

the state of Maryland.

Mukul Jain, Ph.D.,age 4551

Dr. Jain was appointed as our Chief Operating Officer in January 2017. Dr. Jain previously served as our Vice President Operations, Quality and Regulatory from December 2015 to January 2017. Dr. Jain served as Senior Director, Quality and Regulatory of Senseonics, Incorporated from January 2012 to January 2014 and as Vice President Operations, Quality and Regulatory of Senseonics, Incorporated from January 2014 to December 2015. Prior to that, Dr. Jain held various positions at Medtronic, Inc., a medical technology and services company, from 1999 to January 2012, most recently as a senior program manager. Dr. Jain received his M.B.A. from the University of Minnesota, Carlson School of Management, his Ph.D. in chemical engineering from the University of South Carolina and his B.Tech. from the Indian Institute of Technology, Kanpur.

Mirasol Panlilio.,Kenneth L. Horton, age 5357

        Ms. Panlilio

Mr. Horton has served as our General Counsel and Corporate Development Advisor since October 2017. Prior to joining the Company, Mr. Horton was appointed as ourExecutive Vice President and General Manager Global Commercial Operations in June 2017.Chief Legal Officer of Vertex Pharmaceuticals from 2012 to 2015. Prior to that, Ms. Panliliojoining Vertex, Mr. Horton served as General Counsel and Executive Vice President of Corporate Development at MDS Inc., and its successor Nordion Inc. from 2005 to 2012. Mr. Horton also served as Vice President, Global SalesAcquisitions, Ventures and Marketing from December 2015 to June 2017. Ms. Panlilio served as the Vice President, Global Sales


and Marketing of Senseonics, Incorporated from June 2014 to December 2015. Prior to joining Senseonics, Incorporated, Ms. Panlilio served as Vice President, Global Marketing and Sales at Viveve, Inc. from October 2012 to May 2014, an Independent Marketing Consultant at MGP Retail Consulting, LLC from May 2011 to June 2014, Vice President of Sales and Marketing for Arkal Medical, Inc. from 2010 to May 2011 and Vice President of Marketing and Sales at VeraLight, Inc. from 2007 to 2010. From 2003 to 2007, Ms. Panlilio worked at Abbott Diabetes Care. Ms. Panlilio received her B.S. in business administration from San Jose State University.

Lynne Kelley, M.D., FACS.,age 55

        Dr. Kelley was appointed as our Chief Medical Officer in January 2016. From January 2011 to January 2016, Dr. Kelley was the World Wide Vice President of Medical Affairs Medical Surgical Systems of Becton, Dickinson & Company. Prior to that, Dr. Kelley was the Vice President Medical Director for Kimberly Clark from November 2007 to December 2010. From 2005 to 2007, Dr. Kelley served as the medical directorGeneral Counsel for the peripheral interventionsLife and vascular surgeryAnalytical Sciences business unit of Boston Scientific. Before her assignment with Boston Scientific, Dr. Kelley was an assistant professor of vascular surgeryPerkinElmer, Inc. and radiology at Yale Universityin other roles from 20032000 to 2005. Dr. Kelley isMr. Horton previously practiced law at the law firm Ropes & Gray and was a board certified generalstrategy consultant in both the U.S. and vascular surgeon. Dr. KelleyEurope. Mr. Horton received her M.D.his AB from Dartmouth Medical SchoolCollege and her B.A. in Biologya J.D. from Boston University.

Michael J. Gill,age 48

        Mr. Gill was appointed as our Vice President and General Manager, U.S. Region in April 2017. Prior to joining our Company, Mr. Gill served in various positions at Medtronic, Inc., a medical technology and services company, from 1999 to August 2016, most recently as Vice President Americas Region, Intensive Insulin Management Business from 2008 to August 2016. Mr. Gill received his B.S. from the University of New York at Buffalo.

Harvard Law School.

25

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of FebruaryApril 1, 20182024 by (i) each director;director and director nominee; (ii) each of our named executive officers; (iii) all currently serving executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. Except as otherwise noted below, the address for persons listed in the table is c/o Senseonics Holdings, Inc., 20451 Seneca Meadows Parkway, Germantown, MD 20876.

This table is based upon information supplied by our named executive officers, directors and principal stockholders and a review of Schedule 13G and Schedule 13D and Section 16 filings with the SEC. Unless otherwise indicated in the footnotes to the table and subject to common property laws where applicable, we believe that each stockholder named in the table has sole voting and investment power with regard to the shares indicated as being beneficially owned. Applicable percentages are based on 136,937,275530,817,549 shares of common stock outstanding as of FebruaryApril 1, 2018,2024, adjusted as required by the rules promulgated by the SEC.

Name of Beneficial Owner​​
Number of Shares
Beneficially Owned
​​
Percentage of
Shares Beneficially
Owned
​
Principal Stockholders:​​​​​​​​​​​​​
PHC Holdings Corporation(1)
​​​​86,892,237​​​​​14.1​​
Entities affiliated with Robert J. Smith(2)
​​​​39,380,057​​​​​7.0​​
Named Executive Officers, Directors and Director Nominee:​​​​​​​​​​​​​
Timothy T. Goodnow, Ph.D.(3)
​​​​7,048,504​​​​​1.3​​
Kenneth Horton(4)
​​​​1,605,989​​​​​*​​
Mukul Jain, Ph.D.(5)
​​​​3,461,100​​​​​*​​
Stephen P. DeFalco(6)
​​​​1,996,840​​​​​*​​
Edward J. Fiorentino(7)
​​​​1,132,531​​​​​*​​
Douglas S. Prince(8)
​​​​1,037,974​​​​​*​​
Douglas A. Roeder(9)
​​​​413,464​​​​​*​​
Steven Edelman, M.D.(10)
​​​​1,106,867​​​​​*​​
Anthony Raab (11)
​​​​464,527​​​​​*​​
Sharon Larkin(12)
​​​​299,327​​​​​*​​
Francine Kaufman(13)
​​​​1,543,055​​​​​*​​
Koichiro Sato​​​​0​​​​​*​​
Brian Hansen​​​​0​​​​​*​​
All current directors, director nominees and executive officers as a group (14 persons)(14)
​​​​20,468,859​​​​​3.9​​
​
Name of Beneficial Owner
 Number of Shares
Beneficially Owned		 Percentage of
Shares Beneficially
Owned		 

Principal Stockholders:

       

Entities affiliated with New Enterprise Associates, Inc.(1)

  32,641,541  23.8%

Entities affiliated with Delphi Ventures(2)

  11,346,946  8.3 

Roche Finance Ltd.(3)

  29,319,010  21.4 

Energy Capital, LLC(4)

  8,013,810  5.9 

Named Executive Officers and Directors:

       

Timothy T. Goodnow, Ph.D.(5)

  3,857,523  2.7 

R. Don Elsey(6)

  832,544  * 

Mukul Jain(6)

  855,513  * 

M. James Barrett, Ph.D.(7)

  23,698,931  17.3 

Peter Justin Klein, M.D., J.D.(8)

  66,019  * 

Stephen P. DeFalco(9)

  764,257  * 

Edward J. Fiorentino(10)

  147,128  * 

Douglas S. Prince(6)

  138,529  * 

Douglas A. Roeder(11)

  11,401,575  8.3 

Steven Edelman, M.D.(12)

  56,842  * 

All current directors and executive officers as a group (13 persons)(13)

  42,043,967  29.2 
*
*
Represents beneficial ownership of less than 1%.
​
(1)

(1)
Consists of (a) 21,911,1832,941,176 shares of common stock and 1,079,436(b) 83,951,061 shares of common stock underlying immediately exercisable warrants held by New Enterprise Associates 10, Limited Partnership, or NEA 10, and (b) 8,949,292 sharesissuable upon the exercise of common stock and 701,630 shares of common stock underlying immediately exercisable warrants held by New Enterprise Associates 9, Limited Partnership, or NEA 9. The shares held by NEA 10 are indirectly held by NEA Partners 10, Limited Partnership, or Partners 10, the sole general partner of NEA 10. The individual general partners of Partners 10 are M. James Barrett, a member of our Board of Directors, Peter J. Barris and Scott D. Sandell, or the NEA 10 GPs. Partners 10 and the NEA 10 GPs may be deemed to share voting and dispositive

    power over, and be the indirect beneficial owners of, the shares held by NEA 10. The shares held by NEA 9 are indirectly held by NEA Partners 9, Limited Partnership, or Partners 9, the sole general partner of NEA 9. The individual general partner of Partners 9 is Peter J. Barris. Partners 9 and Peter J. Barris may be deemed to share voting and dispositive power over, and be the indirect beneficial owners of, the shares held by NEA 9.“pre-funded” warrants. This information has been obtained, in part, from a Schedule 13D/A filed on December 12, 2017March 20, 2023 by NEA 10, NEA 9, Partners 10, Partners 9, M. James Barrett, Peter J. Barris and Scott D. Sandell and from Schedule 13D/A filed on June 9, 2017 by NEA 10, NEA 9, NEA VII, Partners 10, Partners 9, Partners VII, M. James Barrett, Peter J. Barris and Scott D. Sandell.PHC Holdings Corporation, among other sources. The principal business address of NEA 10 and NEA 9PHC Holdings Corporation is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.

2-38-5 Nishishimbashi, Minato-ku, Tokyo, 105-8433 Japan.
​
(2)

Consists of (a) 11,237,2219,000,000 shares of common stock held by Delphi Ventures VIII, L.P., or Delphi VIII, andEnergy Capital, LLC, (b) 109,7258,000 shares of common stock held by Delphi BioInvestments VIII, L.P., or Delphi Bio. Delphi Management Partners VIII, L.L.C., or DMP VIII, is the general partner of each of Delphi VIIIPlato & Associates, LLC and Delphi Bio, collectively referred to herein as the Delphi VIII Funds. DMP VIII and each of Douglas A. Roeder, a member of our Board of Directors, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan, the Managing Members of DMP VIII, may be deemed to share voting and dispositive power over the shares held by the Delphi VIII Funds. This information has been obtained from a Schedule 13G/A filed on February 13, 2018 by Delphi VIII, Delphi Bio, DMP VIII, Douglas A. Roeder, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan. The address of each of the persons and entities affiliated with Delphi Ventures is 160 Bovet Rd., Suite 408, San Mateo, CA 94402.

(3)
Consists of 28,345,276(c) 30,372,057 shares of common stock and 973,734issuable upon conversion of 12,000 shares of common stock underlying immediately exercisable warrantsSeries B Convertible Preferred Stock held by Roche Finance Ltd. Roche Finance LtdEnergy Capital, LLC. Robert J. Smith is a wholly-owned subsidiary of Roche Holding Ltd, a publicly-held corporation. This information has been obtained from a Schedule 13D filed on June 9, 2017 by Roche Holding Ltd and Roche Finance Ltd. The principal business address of Roche Finance Ltd is Grenzacherstrasse 122, 4070 Basel, Switzerland.

(4)
Robert L. Smith, the sole Managing Member of Energy Capital, LLC and Plato & Associates, LLC and may be deemed to have voting and dispositive power over the shares held by Energy Capital, LLC.both entities. This information has been obtained from, among other sources, a Schedule 13G filed on April 10, 2023 by
​

26
TABLE OF CONTENTS

Robert J. Smith. The principal business address of Energy Capital, LLCRobert J. Smith is 13650 Fiddlesticks Blvd., Suite 202-324, Ft. Myers, FL 33912.
(3)

(5)
Consists of (a) 264,8433,450,140 shares of common stock, (b) 27,928 shares of common stock underlying immediately exercisable warrants and (c) 3,564,7522,848,562 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.2024 and (c) 749,802 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(4)

(6)
Consists of (a) 878,542 shares of common stock, (b) 537,500 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.2024 and (c) 189,947 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(5)

(7)
Consists of (a) 501,6041,253,014 shares of common stock, held directly by Dr. Barrett, (b) 152,079 shares of common stock held by Dr. Barrett's wife, (c) 21,911,183 shares of common stock held by NEA 10 and (d) 1,079,436 shares of common stock underlying immediately exercisable warrants held by NEA 10 and (e) 54,6291,888,181 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.2024 and (c) 319,905 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(6)

(8)
Consists of (a) 8,5991,527,669 shares of common stock, (b) 2,791 shares of common stock underlying immediately exercisable warrants, and (c) 54,629321,223 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.2024 and (c) 147,948 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(7)
(9)
Consists of (a) 709,628663,360 shares of common stock, and (b) 54,629321,223 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.2024 and (c) 147,948 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(8)

(10)
Consists of (a) 8,599484,903 shares of common stock, and (b) 138,529405,123 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.2024 and (c) 147,948 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(9)

(11)
Consists of (a) the160,040 shares of common stock, described in footnote 2 above and (b) 54,629105,476 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.2024 and (c) 147,948 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(10)

(12)
Consists of (a) 6,915597,726 shares of common stock, and (b) 49,927361,193 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.2024 and (c) 147,948 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(11)

(13)
Consists of (a) 34,910,396316,579 shares of common stock and (b) 147,948 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(12)
Consists of (a) 151,379 shares of common stock, and (b) 147,948 shares issuable upon the vesting of restricted stock units that vest within 60 days of April 1, 2024.
​
(13)
Consists of (a) 886,387 shares of common stock, (b) 1,110,155 shares of common stock underlying immediately exercisable warrants and (c) 6,023,416550,000 shares of common stock underlying options that are exercisable within 60 days of FebruaryApril 1, 2018.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a)2024 and (c) 106,668 shares issuable upon the vesting of the Exchange Act requires our directors and executive officers, and persons who own more than ten percentrestricted stock units that vest within 60 days of a registered classApril 1, 2024.

​
(14)
Consists of our equity securities, to file with the SEC initial reportsan aggregate of ownership and reports(a) 10,512,651 shares of changes in ownership of our common stock, (b) 7,338,481 shares of common stock underlying options that are exercisable within 60 days of April 1, 2024 and our other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies(c) 2,617,727 shares issuable upon the vesting of all Section 16(a) forms they file.

        To our knowledge, based solely upon a reviewrestricted stock units that vest within 60 days of Forms 3 and 4 and amendments thereto furnished to us and written representations provided to us by all of our directors and executive officers and certain of our more than 10% stockholders, we believe that duringApril 1, 2024.

​

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TABLE OF CONTENTS​​

EXECUTIVE COMPENSATION
For the year ended December 31, 2017,2023, our directors,named executive officers and more than 10% stockholders complied with all applicable Section 16(a) filing requirements.

were:
•


EXECUTIVE COMPENSATION

        Our Chief Executive Officer and our two other most highly compensated executive officers for the year ended December 31, 2017 were:

    •
    Timothy T. Goodnow, Ph.D., our President and Chief Executive Officer;
    ​
    •

    •
    R. Don Elsey, Chief Financial Officer; and

    •
Mukul Jain, Ph.D., our Chief Operating Officer.

        We refer to these executive officers in this proxy statement asOfficer; and

​
•
Kenneth Horton, our named executive officers.

General Counsel and Corporate Development Advisor.

​
Summary Compensation TableSUMMARY COMPENSATION TABLE

The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 20172023 and 2016.

2022.
Name and Principal Position Year​​Year​​Salary​​
Bonus
($)(1)
​​
Stock
Awards
($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​
All Other
Compensation
($)(4)
​​
Total
($)
​
Timothy T. Goodnow
President and Chief Executive
​​​​2023​​​​​613,000​​​​​—​​​​​2,308,740​​​​​615,300​​​​​52,720​​​​​3,589,760​​
​​​2022​​​​​585,999​​​​​109,000​​​​​2,206,241​​​​​600,476​​​​​43,938​​​​​3,545,654​​
Mukul Jain, Ph.D. 
Chief Operating Officer
​​​​2023​​​​​474,000​​​​​—​​​​​787,885​​​​​237,825​​​​​57,345​​​​​1,785,242​​
​​​2022​​​​​453,000​​​​​30,000​​​​​952,201​​​​​232,219​​​​​52,427​​​​​1,719,847​​
Kenneth Horton
General Counsel and Corporate
Development Advisor
​​​​2023​​​​​464,000​​​​​—​​​​​575,774​​​​​233,100​​​​​40,183​​​​​1,313,057​​
​​​2022​​​​​444,000​​​​​28,000​​​​​552,201​​​​​227,673​​​​​2,658​​​​​1,254,532​​
​
Name and Principal Position
 Year Salary ($) Option
Awards
($)(1)		 Non-Equity
Incentive Plan
Compensation
($)(2)		 Total ($) 

Timothy T. Goodnow

  2017  520,000  1,214,775  292,584  2,027,359 

President and Chief Executive Officer

  2016  475,998  586,871  318,150  1,381,019 

R. Don Elsey

  2017  376,000  507,599  141,000  1,024,599 

Chief Financial Officer

  2016  355,625  472,275  153,300  981,200 

Mukul Jain(3)

  2017  376,000  507,609  141,000  1,024,609 

Chief Operating Officer

                
(1)
(1)
The amounts shown in this column reflect a one-time cash payment, approved by our Compensation Committee in May 2022, solely to compensate our named executive officers for certain significant adverse tax consequences that resulted from the difference between the share price when the RSUs vested and the share price when the Company’s “sell-to-cover” program was executed to satisfy federal and state tax withholding requirements.
​
(2)
The amounts includeshown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, in accordance with SEC rules, these amounts reflect the full grant date fair value for awardsvalues of RSUs granted duringto each of the indicated year. The grant date fair value was computednamed executive officers in each of 2022 and 2023, calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718,718”), Compensation—Compensation — Stock Compensation. UnlikeEach RSU represented the calculations contained incontingent right to receive one share of our audited consolidated financial statements, thiscommon stock, subject to the named executive officer’s continuous service to the Company upon the applicable vesting date. This calculation does not give effect to any estimate of forfeitures related to service-based vesting but assumes that the executive will perform the requisite service for the award to vest in full. The assumptions we used in valuing optionsthese awards are described in Note 1215. Stock-Based Compensation in the Notes to our audited consolidated financial statementsthe Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.2023.
​
(3)

(2)
The amounts reflect bonus paid on the achievement of specified corporate goals, as discussed further below under "—“— Narrative Disclosure to Summary Compensation Table—Table — Annual Bonus."”
​
(4)

(3)
Dr. Jain was not a named executive officer
Amounts in 2016. Therefore, this table does not provide 2016 compensation informationcolumn reflect amounts paid by the Company for him.healthcare premiums, 401(k) matching contributions, and life insurance premiums paid for the officer’s benefit.

​
Narrative Disclosure to Summary Compensation Table

We review compensation annually for all employees, including our named executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our Company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.


28
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Our compensation committeeCompensation Committee has historically determined our executives'executives’ compensation. Our compensation committeeCompensation Committee typically reviews and discusses management'smanagement’s proposed compensation with the


chief executive officer for all executives other than the chief executive officer. Based on those discussions and its discretion, our compensation committeeCompensation Committee then approves the compensation of each executive officer after discussions without members of management present.

Our compensation committeeCompensation Committee has engaged Willis Towers Watson, a compensation consultant, and reviewed Willis Towers Watson'sWatson’s compensation data for executives at similarly sized medical device companies when determining executive compensation.

Annual Base Salary

        Senseonics, Incorporated

We have entered into employment agreements with each of our named executive officers that establishestablished their initial base salaries and target bonus opportunities. In connection with the Acquisition, we assumed those employment agreements. These base salaries are reviewed periodically by our compensation committee.Compensation Committee. The following table presents the annual base salaries for each of our named executive officers for 2016, 20172022, 2023, and 2018.2024. The 20162022 base salaries for Dr. Goodnow, Dr. Jain and Mr. Horton became effective on March 17, 2016,January 1, 2022, the 20172023 base salaries became effective on January 1, 2017,2023 and the 20182024 base salaries became effective on January 1, 2018 for all of the named executive officers.

2024.
Name​​
2022
Base Salary
($)
​​
%
Increase
​​
2023
Base Salary
($)
​​
%
Increase
​​
2024
Base Salary
($)
​
Timothy T. Goodnow​​​​586,000​​​​​4.6%​​​​​613,000​​​​​0%​​​​​613,000​​
Mukul Jain​​​​453,000​​​​​4.6%​​​​​474,000​​​​​4.0%​​​​​492,960​​
Kenneth Horton​​​​444,000​​​​​4.6%​​​​​464,000​​​​​3.0%​​​​​477,920​​
Name
 2016
Base Salary
($)		 2017
Base Salary
($)		 2018
Base Salary
($)		 

Timothy T. Goodnow

  505,000  520,000  536,000 

R. Don Elsey

  365,000  376,000  387,700 

Mukul Jain

   (1) 376,000  395,000 
(1)
Dr. Jain was not a named executive officer in 2016. Therefore, this table does not provide 2016 compensation information for him.

Annual Bonus

We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations for each fiscal year. Each named executive officer has a target bonus opportunity, defined as a percentage of his or her annual salary. The following table presents the annual target bonus opportunity, as a percentage of annual base salary, for each of our named executive officers for 2016, 20172022 and 2018.

Name
 Target Bonus
(as a %
of Base Salary)
(%) 2016		 Target Bonus
(as a %
of Base Salary)
(%) 2017		 Target Bonus
(as a %
of Base Salary)
(%) 2018		 

Timothy T. Goodnow

  60  75  75 

R. Don Elsey

  40  50  50 

Mukul Jain

   (1) 50  50 
(1)
Dr. Jain was not a2023. In addition, in the case of outperformance on the corporate objectives, our named executive officer in 2016. Therefore, this table does not provide 2016 compensation information for him.
officers are eligible to receive a bonus above target.

Name​​
Target Bonus
(as a % of Base Salary)
(%) 2022
​​
Target Bonus
(as a % of Base Salary)
(%) 2023
​
Timothy T. Goodnow​​​​100​​​​​100​​
Mukul Jain​​​​50​​​​​75​​
Kenneth Horton​​​​50​​​​​50​​

For 2016,2023, bonuses were based on our achievement of specified corporate goals, including submittingfinancial performance objectives, regulatory approval documents related to our U.S. clinical trial, increasing manufacturing capacity, completing the enrollment of our European pivotal clinical trial, demonstrating an increase in sensor manufacturing capacity, completingmilestones and product development of the second generation transmitter, launching Eversense in multiple European markets, completing a successful surveillance audit, and managing the total spend of the organization within the approved budget.goals. Based on the level of achievement, our


compensation committee awarded Compensation Committee determined that we had achieved 100% of the corporate objectives, entitling each of Dr. Goodnow and Mr. Elsey 105%named executive officer to 100% of their target bonuses based on their 2016respective 2023 base salary.

        For 2017, bonuses were based on oursalaries.

The bonus amounts paid in respect of the achievement of specifiedthe various corporate goals including achieving specified revenue and operating expense targets, receiving PMA approval for Eversense, launching Eversense with a 180-day sensor life in the European Union, achieving a cost of goods sold target for sensor kits and completing a successful quality. Based on the level of achievement, our compensation committee awarded each of Dr. Goodnow, Mr. Elsey and Dr. Jain 75% of their target bonuses based on their 2017 base salary.

        These actual bonus amountsobjectives are reflected in the "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” column of the Summary Compensation Table above.

Long-Term Incentives

Our 1997 stock option plan (the "1997 plan"“1997 Plan”), authorized us, and the amended and restated 2015 equity incentive plan or the 2015 plan,(the “2015 Plan”), authorizes us to make grants to eligible recipients of non-qualified stock options, and incentive stock options.

        We award


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Prior to 2020, our Compensation Committee granted stock options to our named executive officers on an annual basis, with the awards being issued on the date the compensation committeeCompensation Committee approves the grant. We set the option exercise price equal to 100% of the per-share fair market value of our common stock on the date of grant. In 2020, our Compensation Committee determined to transition to granting restricted stock units to our senior management in lieu of stock options in order to reduce the degree of dilution resulting from our equity awards.
2023 Annual Equity Awards
2023 Annual RSUs were granted to our named executive officers as follows:
Name​​RSUs​
Timothy T. Goodnow​​​​3,136,023​​
Mukul Jain​​​​1,380,157​​
Kenneth Horton​​​​782,089​​
These RSUs vest in eight equal installments with the first installment vesting on June 15, 2023 and the remaining RSUs vesting in six-month increments commencing on November 15, 2023, subject to the named executive officer’s continuous service as of the applicable vesting date.
2022 Annual Equity Awards
2022 Annual RSUs were granted to our named executive officers as follows:
Name​​RSUs​
Timothy T. Goodnow​​​​1,762,932​​
Mukul Jain​​​​775,863​​
Kenneth Horton​​​​431,035​​
These RSUs vest in eight equal installments with the first installment vesting on June 15, 2022 and the remaining RSUs vesting in six month increments commencing on November 15, 2022, subject to the named executive officer’s continuous service as of the applicable vesting date.
Additional 2022 Compensation
In addition to the annual compensation described above, in May 2022, our Compensation Committee approved a one-time cash payment and the grant of additional RSUs solely to compensate our named executive officers for certain significant adverse tax consequences that resulted from the difference between the share price when the RSUs vested and the share price when the Company’s “sell-to-cover” program was executed to satisfy federal and state tax withholding requirements.
Name​​Cash Payments​​RSUs​
Timothy T. Goodnow​​​$109,000​​​​​139,000​​
Mukul Jain​​​$30,000​​​​​45,000​​
Kenneth Horton​​​$28,000​​​​​45,000​​
The RSUs vested in full on May 15, 2023, subject to the named executive officer’s continuous service as of the vesting date. The grant date fair value based on its per-share valuationof these RSUs is included in the stock awards column of the summary compensation table, and the cash payments are reflected in the bonus column of the summary compensation table.

30
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OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2023
The following table shows for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year end for the Named Executive Officers.
​​​Option Awards​​Stock Awards​
​​​
Number of
Securities
Underlying
Unexercised
Options
(#)
​​
Number of
Securities
Underlying
Unexercised
Options
(#)
​​
Options
Exercise
Price
​​
Option
Expiration
Date
​​
Number of
Shares or
Units of
Stock That
Have
Not Vested
​​
Market Value
of Shares or
Units of Stock
That Have
Not Vested(1)
​
​​​Exercisable​​Unexercisable​​($)​​(#)​​($)​
Name (a)​​(b)​​(c)​​(e)​​(f)​​(g)​​(h)​
Timothy T. Goodnow​​​​173,113​​​​​0​​​​$1.95​​​​​7/23/2025​​​​​
274,865(2)
​​​​$156,673.05​​
​​​347,652​​​​​0​​​​$2.97​​​​​4/11/2026​​​​​
881,466(3)
​​​​$502,435.62​​
​​​750,000​​​​​0​​​​$2.74​​​​​1/16/2027​​​​​
2,352,017(4)
​​​​$1,340,649.69​​
​​​777,797​​​​​0​​​​$2.62​​​​​2/1/2028​​​​​—​​​​​—​​
​​​800,000​​​​​0​​​​$2.72​​​​​1/16/2029​​​​​—​​​​​—​​
Mukul Jain​​​​155,599​​​​​0​​​​$0.54​​​​​6/3/2024​​​​​
100,806(2)
​​​​$57,459.42​​
​​​108,686​​​​​0​​​​$0.54​​​​​12/4/2024​​​​​
387,931(3)
​​​​$221,120.67​​
​​​134,239​​​​​0​​​​$1.95​​​​​7/23/2025​​​​​
1,035,118(4)
​​​​$590,017.26​​
​​​145,254​​​​​0​​​​$2.97​​​​​4/11/2026​​​​​—​​​​​—​​
​​​314,212​​​​​0​​​​$2.73​​​​​1/19/2027​​​​​—​​​​​—​​
​​​495,191​​​​​0​​​​$2.62​​​​​2/1/2028​​​​​—​​​​​—​​
​​​535,000​​​​​—​​​​$2.72​​​​​1/16/2029​​​​​—​​​​​—​​
Kenneth Horton​​​​223,500​​​​​0​​​​$2.62​​​​​11/14/2027​​​​​
76,613(2)
​​​​$43,669.41​​
​​​124,000​​​​​0​​​​$3.18​​​​​3/7/2028​​​​​
215,517(3)
​​​​$122,844.69​​
​​​190,000​​​​​0​​​​$2.72​​​​​1/16/2029​​​​​
586,567(4)
​​​​$334,343.19​​
​
(1)
Based on the date of grant.

        In April 2016, our Board of Directors awarded to Dr. Goodnow and Mr. Elsey options to purchase 347,652 and 279,767 sharesclosing price of our common stock respectively. Each of these options was issued with an exercise price$0.57 per share on December 29, 2023, the last trading day of $2.97 per share. The shares underlying the options granted to Dr. Goodnow and Mr. Elsey2023.

​
(2)
These RSUs vest in 48eight equal monthly installments. All sharesinstallments with the first installment vesting on July 21, 2021 and the remaining RSUs vesting in six month increments commencing on November 15, 2021, subject to the named executive officer’s continuous service as of the applicable vesting under these option grants willdate.
​
(3)
These RSUs vest in fulleight equal installments with the first installment vesting on June 15, 2022 and become immediately exercisable upon the closingremaining seven installments vesting in six month increments commencing on November 15, 2022, subject to the Reporting Person’s continuous service with the Issuer as of a change in control of our Company.

        In January 2017, our compensation committee awarded to Dr. Goodnow and Mr. Elsey options to purchase 750,000 and 313,391 shares of our common stock, respectively. In January 2017, our Board of Directors awarded to Dr. Jain an option to purchase 314,202 shares of our common stock. The options issued to Dr. Goodnow and Mr. Elsey have an exercise price of $2.74 per share. The option issued to Dr. Jain has an exercise price of $2.73 per share. The shares underlying the options granted to Dr. Goodnow, Mr. Elsey and Dr. Jainapplicable vesting date.

​
(4)
These RSUs vest in 48eight equal monthly installments. All sharesinstallments with the first installment vesting on June 15, 2023 and the remaining seven installments vesting in six month increments commencing on November 15, 2023, subject to the Reporting Person’s continuous service with the Issuer as of the applicable vesting under these option grants will vestdate.
​
Pay Versus Performance
The disclosure included in fullthis section is prescribed by SEC rules and become immediately exercisable upondoes not necessarily align with how the closingCompany or the Compensation Committee view the link between the Company’s performance and named executive officer pay. This disclosure is intended to comply with the requirements of a change in controlItem 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our Company.

        In February 2018, ourpay for performance compensation committee awardedphilosophy and how we seek to Dr. Goodnow, Mr. Elseyalign executive compensation with the Company’s performance, refer to “Executive Compensation” beginning on page 28.

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Dr. Jain options to purchase 777,797, 392,999Consumer Protection Act and 495,191 sharesItem 402(v) of our common stock, respectively. EachRegulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance metrics of these options was issued with an exercise price of $2.62 per share. The shares underlying the options granted to Dr. Goodnow, Mr. Elsey and Dr. Jain vest in 48 equal monthly installments. All shares subject to vesting under these option grants will vest in full and become immediately exercisable upon the closing of a change in control of our Company.


Outstanding Equity Awards at End of 2017

The following table providessets forth information about outstanding Company Options held by each ofconcerning Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and our non-PEO named executive officers at December versus our total shareholder return (“TSR”), total revenue and net income (loss) performance results for the last three fiscal years. The


31 2017. All of these options were granted
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amounts set forth below under the 1997 plan orheadings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO Named Executive Officers” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the 2015 plan. Noneterm CAP is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above.
Year​​
Summary
Compensation
Table Total
for PEO(1)
​​
Compensation
Actually Paid to
PEO(1)(2)
​​
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers(3)
​​
Average
Compensation
Actually Paid to
Non-PEO
Named
Executive
Officers(4)
​​
Value of
Initial Fixed
$100
Investment
Based On:
​​​
​
Total
Shareholder
Return(5)
​​
Total
Revenue
($M)(6)
​​
Net Income
(Loss) ($M)(6)
​
2023​​​$3,589,760​​​​$1,988,481​​​​$1,549,150​​​​$994,090​​​​$65.39​​​​$22.4​​​​$(60.4)​​
2022​​​$3,545,654​​​​$(1,088,335)​​​​$1,487,190​​​​$(182,626)​​​​$118.15​​​​$16.4​​​​$142.1​​
2021​​​$3,145,225​​​​$10,393,425​​​​$1,293,093​​​​$4,093,093​​​​$306.26​​​​$13.7​​​​$(302.5)​​
​
(1)
The dollar amounts reported in this column are the amounts of total compensation reported for Timothy T. Goodnow (our PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.”
​
(2)
Compensation actually paid does not mean that our named executive officers held any other stockPEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.
​
​​​2021​​2022​​2023​
Summary Compensation Table Total​​​$3,145,225​​​​$3,545,654​​​​$3,589,760​​
Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a)
​​​$(2,044,999)​​​​$(2,206,241)​​​​$(2,308,740)​​
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b)
​​​$2,201,673​​​​$1,505,035​​​​$1,340,885​​
Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year(b)
​​​$3,657,744​​​​$(2,474,711)​​​​$(531,797)​​
Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b)
​​​$1,029,371​​​​$489,412​​​​$540,729​​
Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b)
​​​$2,404,411​​​​$(1,947,484)​​​​$(642,356)​​
Subtract Fair Value as of Prior Fiscal Year-End of Option
Awards and Stock Awards Granted in Prior Fiscal Years
That Failed to Meet Applicable Vesting Conditions
During Fiscal Year(b)
​​​$0​​​​$0​​​​$0​​
Add Value of Dividends or other Earnings Paid on Stock
or Option Awards not Otherwise Reflected in Fair Value
or Total Compensation
​​​$0​​​​$0​​​​$0​​
Compensation Actually Paid​​​$10,393,425​​​​$(1,088,335)​​​​$1,988,481​​
​
(a)
The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
​

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(b)
In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards atto our NEOs were remeasured as of the end of 2017.

each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP. See Note 15. Stock-Based Compensation in the Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional details.
​
(3)
This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.
​
​2021​​2022​​2023​
​Mukul Jain​​Mukul Jain​​Mukul Jain​
​Francine Kaufman​​Kenneth Horton​​Kenneth Horton​
​
(4)
This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed year.
​
​​​2021​​2022​​2023​
Summary Compensation Table Total​​​$1,293,093​​​​$1,487,190​​​​$1,549,150​​
Subtract Grant Date Fair Value of Option Awards and Stock
Awards Granted in Fiscal Year(a)
​​​$(628,999)​​​​$(752,201)​​​​$(795,923)​​
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b)
​​​$677,188​​​​$512,514​​​​$462,261​​
Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year(b)
​​​$1,457,542​​​​$(879,966)​​​​$(179,561)​​
Adjust for Fair Value at Vesting of Option Awards and Stock
Awards Granted in Fiscal Year That Vested During Fiscal
Year(b)
​​​$316,613​​​​$167,525​​​​$186,413​​
Adjust for Change in Fair Value as of Vesting Date of Option
Awards and Stock Awards Granted in Prior Fiscal Years
For Which Applicable Vesting Conditions Were Satisfied
During Fiscal Year(b)
​​​$977,656​​​​$(717,688)​​​​$(228,250)​​
Subtract Fair Value as of Prior Fiscal Year-End of Option
Awards and Stock Awards Granted in Prior Fiscal Years
That Failed to Meet Applicable Vesting Conditions During
Fiscal Year(b)
​​​$0​​​​$0​​​​$0​​
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation​​​$0​​​​$0​​​​$0​​
Compensation Actually Paid​​​$4,093,093​​​​$(182,626)​​​​$994,090​​
​
(a)
The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
​
Name
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 

Timothy T. Goodnow

  2,038,610  —  0.54  12/1/2020 

  589,093  —  0.54  2/27/2021 

  360,058  65,547(2) 0.54  6/3/2024 

  112,710  87,177(3) 1.95  7/24/2025 

  144,855  202,797(5) 2.97  4/12/2026 

  171,875  578,125(6) 2.74  1/17/2027 

R. Don Elsey

  460,575  189,649(4) 0.54  2/8/2025 

  81,103  53,137(3) 1.95  7/24/2025 

  116,569  163,198(5) 2.97  4/12/2026 

  71,819  241,572(6) 2.74  1/17/2027 

Mukul Jain

  27,437  —  0.54  1/2/2022 

  153,774  —  0.46  9/11/2023 

  293,649  41,950(2) 0.54  6/3/2024 

  81,515  27,171(7) 0.54  12/4/2024 

  81,102  53,137(3) 1.95  7/24/2025 

  60,522  84,732(5) 2.97  4/12/2026 

  72,007  242,205(6) 2.73  1/20/2027 

33
(1)
All shares subject
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(b)
In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under these options will vestUS GAAP. See Note 15. Stock-Based Compensation in full and become immediately exercisable upon the closing of a change in control of our Company.

(2)
The unvested shares underlying this option vest in 6 equal monthly installments, subjectNotes to the officer's continued service through each applicable vesting date.

(3)
The unvested shares underlying this option vestConsolidated Financial Statements contained in 19 equal monthly installments, subjectour Annual Report on Form 10-K for the year ended December 31, 2023 for additional details.
​
(5)
Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the officer's continued service throughfirst fiscal year reported below and reinvesting all dividends until the last day of each applicable vesting date.reported fiscal year.
​
(6)

(4)
The unvested shares underlying this option vestdollar amounts reported are the Company’s total revenue and net income (loss) reflected in 14 equal monthly installments, subjectthe Company’s audited financial statements.
​
Description of Relationships Between Compensation Actually Paid and Performance
In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Compensation Actually Paid Versus Total Shareholder Return
[MISSING IMAGE: bc_versustsr-4clr.jpg]
Compensation Actually Paid Versus Net Income
[MISSING IMAGE: bc_versusnetincome-4clr.jpg]

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Compensation Actually Paid Versus Total Revenue
[MISSING IMAGE: bc_versusrevenue-4clr.jpg]
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the officer's continued service through each applicable vesting date.

(5)
The unvested shares underlying this option vest in 28 equal monthly installments, subject toextent the officer's continued service through each applicable vesting date.

(6)
The unvested shares underlying this option vest in 37 equal monthly installments, subject to the officer's continued service through each applicable vesting date.

(7)
The unvested shares underlying this option vest in 12 equal monthly installments, subject to the officer's continued service through each applicable vesting date.
Company specifically incorporates such information by reference.

Employment Agreements, Severance and Change in Control ArrangementsEMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

Below are descriptions of employment agreements that our named executive officers entered into with us or Senseonics, Incorporated. We assumed the employment agreements with Drs. Goodnow and Jain and Mr. Elsey in connection with the Acquisition.


Agreement with Dr. Goodnow

In July 2015, Senseonics, Incorporated entered into an amended and restated employment agreement with Dr. Goodnow that governs the terms of his employment with us. Pursuant to the agreement, Dr. Goodnow was originally entitled to an annual base salary of $365,791 and was originally eligible to receive an annual performance bonus of up to 50% of his base salary, as determined by our Board of Directors. If Dr. Goodnow'sGoodnow’s employment is terminated by us for reasons other than for causewithout “cause” or if he resigns for good reason (each“good reason” ​(each as defined in his employment agreement), he would be entitled to receive severance payments equal to continued payment of his base salary for 18 months, 100% of his target bonus, employee benefithealthcare continuation coverage for up to 18 months, and reimbursement of expenses owed to him through the date of his termination. If Dr. Goodnow'sGoodnow’s employment is terminated by us other than forwithout cause or if he resigns for good reason, coincident with a change in control (as defined in his employment agreement), he would be entitled to the benefits described above, although he would be entitled to 150%, rather than 100%, of his target bonus, and 50% of his then unvested equity awards would become fully vested. Additionally, if Dr. Goodnow'sGoodnow’s employment is terminated by us or any successor entity without cause within 12 months following a change in control, then 100% of his then unvested equity awards shall become fully vested, andvested. Additionally, all of the options granted to Dr. Goodnow prior to our public offering in March 2016 2017 and 2018 will become fully vested upon a change in control as further described above under the section titled "control.
Narrative to Summary Compensation Table—Long-Term Incentives."

Agreement with Mr. Elsey

        In July 2015, Senseonics, Incorporated entered into an amended and restated employment agreement with Mr. Elsey that governs the terms of his employment with us. Pursuant to the agreement, Mr. Elsey was originally entitled to an annual base salary of $320,000 and was originally eligible to receive an annual performance bonus of up to 35% of his base salary, as determined by our Board of Directors. If Mr. Elsey's employment is terminated by us for reasons other than for cause or if he resigns for good reason (each as defined in his employment agreement), he would be entitled to receive severance payments equal to continued payment of his base salary for one year, a prorated portion of his target bonus for the year in which his service is terminated, employee benefit coverage for up to one year, and reimbursement of expenses owed to him through the date of his termination. If Mr. Elsey's employment is terminated by us other than for cause or if he resigns for good reason, coincident with a change in control (as defined in his employment agreement), he would be entitled to the benefits described above, although in lieu of the bonus described above, he would be entitled to 125% of his target bonus, and 50% of his then unvested equity awards would become fully vested. Additionally, if Mr. Elsey's employment is terminated by us or any successor entity without cause within 12 months following a change in control, then 100% of his then unvested equity awards shall become fully vested, and the options granted to Mr. Elsey in 2016, 2017 and 2018 will become fully vested upon a change in control as further described above under the section titled "Narrative to Summary Compensation Table—Long-Term Incentives."

Agreement with Dr. Jain

In July 2015, Senseonics, Incorporated entered into an amended and restated employment agreement with Dr. Jain, which was subsequently amended in April 2018, that governs the terms of his employment with us. Pursuant to the agreement as amended, Dr. Jain is entitled to an annual base salary of $376,000 subject to review and adjustment by the Board of Directors and is eligible to receive an annual performance bonus of up to 50% of his base salary, as determined by our Board of Directors. If Dr. Jain'sJain’s employment is terminated by us for reasons other than for causewithout “cause” or if he resigns for good reason (each“good reason” ​(each as defined in his employment agreement), he would be entitled to receive severance payments equal to continued payment of his base salary for one year, a prorated portion of his target bonus for the year in which his service is terminated, employee benefithealthcare

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continuation coverage for up to


one year, and reimbursement of expenses owed to him through the date of his termination. If Dr. Jain'sJain’s employment is terminated by us other than forwithout cause or if he resigns for good reason, coincident with a change in control (as defined in his employment agreement), he would be entitled to the benefits described above, although in lieu of the bonus described above, he would be entitled to 125% of his target bonus.bonus, and 50% of his then unvested equity awards would become fully vested. Additionally, if Dr. Jain'sJain’s employment is terminated by us or any successor entity without cause within 12 months following a change in control, then 100% of his then unvested equity awards shallwould become fully vested, andvested. Additionally, all of the options granted to Dr. Jain prior to our public offering in 2017 and 2018March 2016 will become fully vested upon a change in control.

Agreement with Mr. Horton
In April 2023, Senseonics, Incorporated entered into an amended and restated employment agreement with Mr. Horton that governs the terms of his employment with us. Pursuant to the agreement, Mr. Horton is entitled to an annual base salary of $464,000 subject to review and adjustment by the Board of Directors and is eligible to receive an annual performance bonus of up to 50% of his base salary, as determined by our Board of Directors. If Mr. Horton’s employment is terminated by us without “cause” or if he resigns for “good reason” ​(each as defined in his employment agreement), he would be entitled to receive severance payments equal to continued payment of his base salary for twelve months, a prorated portion of his target bonus for the year in which his service is terminated, healthcare continuation coverage for up to one year, and reimbursement of expenses owed to him through the date of his termination. If Mr. Horton’s employment is terminated by us without cause or if he resigns for good reason, coincident with a change in control as further(as defined in his employment agreement), he would be entitled to the benefits described above, underalthough in lieu of the section titled "Narrativebonus described above, he would be entitled severance payments equal to Summary Compensation Table—Long-Term Incentivescontinued payment of his base salary for one year and he would be entitled to the larger of a prorated portion of his target bonus as described above or 125% of his target bonus. Additionally, if Mr. Horton’s employment is terminated by us or any successor entity without cause within 12 months following a change in control, then 100% of his then unvested equity awards would become fully vested.
401(K) PLAN."

401(k) Plan

We maintain a defined contribution employee retirement plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the U.S. Internal Revenue Code of 1986, as amended, so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that each participant may contribute a portion of his or her pre-tax compensation, up to the statutory limit. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan'splan’s trustee, subject to participants'participants’ ability to give investment directions by following specified procedures. We do not currently make discretionary contributions ora 50% matching contributionscontribution up to 6% to our 401(k) plan.

Equity Incentive PlansDIRECTOR COMPENSATION

2015 Equity Incentive PlanNon-Employee Director Compensation

        The Senseonics, Incorporated board of directors adopted our 2015 Equity Incentive Plan (the "2015 plan"), on December 1, 2015, and the Senseonics, Incorporated stockholders subsequently approved the 2015 Plan on December 4, 2015. In connection with the Acquisition, we assumed the 2015 plan, including all awards that were then outstanding under the 2015 plan. In connection with our 2016 public offering, in February 2016, our Board of Directors adopted and our stockholders approved an Amended and Restated 2015 Equity Incentive Plan, or the amended and restated 2015 plan. The amended and restated 2015 plan became effective on March 17, 2016.

Authorized Shares

        The number of shares of common stock that may be issued pursuant to equity awards under the 2015 plan was initially 839,000 shares. Pursuant to the amended and restated 2015 plan, which become effective upon the pricing of our 2016 public offering, the number of shares of common stock that may be issued pursuant to equity awards was initially up to 17,251,115 shares, representing 8,000,000 shares plus up to an additional 9,251,115 shares, in the event that options that were outstanding under the 1997 plan as of February 16, 2016 expire or otherwise terminate without having been exercised (in such case, the shares not acquired will revert to and become available for issuance under the amended and restated 2015 plan). The number of shares of our common stock reserved for issuance under our amended and restated 2015 plan will automatically increase on January 1 of each year, beginning on January 1, 2017 and ending on January 1, 2026, by 3.5% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by our Board of Directors. The maximum number of shares that may be issued pursuant to exercise of incentive stock options under the amended and restated 2015 plan will be 17,251,115 shares. As of December 31, 2017, a total of 2,554,921 shares were available for future issuance and options to purchase 16,395,080 shares of common stock at a weighted average exercise price of $1.61 per share were outstanding. As of January 1, 2018, the number of shares of common stock that may be issued under the amended and restated 2015 plan was automatically increased by 4,790,896 shares,


representing 3.5% of the total number of shares of common stock outstanding on December 31, 2017, increasing the number of shares of common stock remaining available for issuance under the amended and restated 2015 plan to 7,474,634 shares.

        Shares issued under our 2015 plan may be authorized but unissued or reacquired shares of our common stock. Shares subject to stock awards granted under our 2015 plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under our 2015 plan. Additionally, shares issued pursuant to stock awards under our 2015 plan that we repurchase or that are forfeited, as well as shares reacquired by us as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under our 2015 plan.

Administration

        Our Board of Directors, or a duly authorized committee thereof, has the authority to administer our 2015 plan. Our Board of Directors has delegated its authority to administer our 2015 plan to our compensation committee under the terms of the Compensation Committee's charter. Our Board of Directors may also delegate to one or more of our officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares of our common stock to be subject to such stock awards. Subject to the terms of our 2015 plan, the administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share of our common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under our 2015 plan.

        The administrator has the power to modify outstanding awards under our 2015 plan. Subject to the terms of our 2015 plan, the administrator has the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration or take any other action that is treated as a repricing under GAAP with the consent of any adversely affected participant.

Section 162(m) Limits

        No participant may be granted stock awards covering more than 1,000,000 shares of our common stock under our 2015 plan during any calendar year pursuant to stock options, stock appreciation rights and other stock awards whose value is determined by reference to an increase over an exercise price or strike price of at least 100% of the fair market value of our common stock on the date of grant. Additionally, no participant may be granted in a calendar year a performance stock award covering more than 1,000,000 shares of our common stock or a performance cash award having a maximum value in excess of $3.0 million under our 2015 plan. Prior to the repeal of the exemption from the deduction limit for "performance-based compensation" under Section 162(m) of the Code under the Tax Cuts and Jobs Act, these limitations enabled us to grant awards that are intended to be exempt from the $1.0 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code.

Performance Awards

        Our 2015 plan permits the grant of performance-based stock and cash awards that was eligible to qualify as performance-based compensation that is not subject to the $1.0 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code prior to the repeal of that exemption. To enable us to grant performance-based awards that will qualify, our compensation committee can structure such awards so that the stock or cash will be issued or paid pursuant to such award only following the achievement of specified pre-established performance goals during a designated performance period.


Corporate Transactions

        Our 2015 plan provides that in the event of a specified corporate transaction, including without limitation a consolidation, merger or similar transaction involving our Company, the sale, lease or other disposition of all or substantially all of the assets of our Company or the consolidated assets of our Company and our subsidiaries, or a sale or disposition of at least 50% of the outstanding capital stock of our Company, the administrator will determine how to treat each outstanding equity award. The administrator may:

    •
    arrange for the assumption, continuation or substitution of a stock award by a successor corporation;

    •
    arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;

    •
    accelerate the vesting of the stock award and provide for its termination prior to the effective time of the corporate transaction;

    •
    arrange for the lapse, in whole or in part, of any reacquisition or repurchase right held by us; or

    •
    cancel the stock award prior to the transaction in exchange for a cash payment, which may be reduced by the exercise price payable in connection with the stock award.

        The administrator is not obligated to treat all equity awards or portions of equity awards, even those that are of the same type, in the same manner. The administrator may take different actions with respect to the vested and unvested portions of an equity award.

Change of Control

        The administrator may provide, in an individual award agreement or in any other written agreement between us and the participant, which the equity award will be subject to additional acceleration of vesting and exercisability in the event of a change of control. In the absence of such a provision, no such acceleration of the award will occur.

Plan Amendment or Termination

        Our Board of Directors has the authority to amend, suspend or terminate our 2015 plan, provided that such action does not materially impair the existing rights of any participant without such participant's written consent. No incentive stock options may be granted after the tenth anniversary of the date our Board of Directors adopted our 2015 plan.

1997 Stock Option Plan

        The Board of Directors and stockholders of Senseonics, Incorporated approved the 1997 plan, which became effective in March 1997, and it was further amended and restated by the Senseonics, Incorporated board of directors and stockholders most recently in June 2011. In connection with the Acquisition, we assumed the 1997 plan. As of December 31, 2017, there were outstanding stock options covering a total of 8,313,601 shares granted under the 1997 plan.

        Upon the effectiveness of the 2015 Plan, we no longer grant awards under the 1997 plan.

        Types of Awards.    The 1997 plan provided for the grant of incentive stock options and nonqualified stock options. Nonqualified stock options may be granted to employees, including officers, non-employee directors and consultants of us and our affiliates. Incentive stock options may be granted only to employees.


        Share Reserve.    The aggregate number of shares of common stock reserved for issuance pursuant to stock options under the 1997 plan was 10,644,109 shares, less any shares issued as restricted stock, which was also the maximum number of shares that may be issued upon the exercise of ISOs under the 1997 plan.

        If a stock option granted under the 1997 plan expires, terminates or is otherwise canceled without being exercised in full, or if we reacquire shares of unvested common stock issued pursuant to the founder's stock purchase agreements, the shares of our common stock not acquired pursuant to the stock option or forfeited will again become available for subsequent issuance as options under the 2015 plan.

        Administration.    Our Board of Directors, or a duly authorized committee thereof, has the authority to administer the 1997 plan. Subject to the terms of the 1997 plan, the Board of Directors or the authorized committee, referred to herein as the plan administrator, had full power and authority to take all actions and make all determinations required or provided under the 1997 plan and any stock option agreement for stock options granted under the 1997 plan. The plan administrator determined recipients, dates of grant, the numbers and types of stock options to be granted and the terms and conditions of the stock options, including the period of their exercisability and vesting schedule. Subject to the limitations set forth below, the plan administrator also determined the exercise price of stock options granted and the types of consideration to be paid upon exercise of stock options.

        Stock Options.    Incentive stock options and nonqualified stock options were granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determined the exercise price for a stock option, within the terms and conditions of the 1997 plan, provided that the exercise price of a stock option cannot be less than the greater of par value or 100% of the fair market value of our common stock on the date of grant. Options granted under the 1997 plan vest at the rate specified by the plan administrator.

        The plan administrator determined the term of stock options granted under the 1997 plan. In accordance with an optionholder's stock option agreement, if an optionholder's service relationship with us, or any of our affiliates, ceases for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. If an optionholder's service relationship with us or any of our affiliates ceases due to disability or death, the optionholder may generally exercise any vested options for a period of 12 months following disability or death. In the event of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may an option be exercised beyond the expiration of its term.

        Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option were determined by the plan administrator and included in the option agreement and may include (i) cash or check, (ii) the tender of shares of the common stock of Senseonics, Incorporated previously owned by the optionholder, (iii) a combination of the foregoing, and (iv) after our shares of common stock become publicly traded on an established securities market, a broker-assisted cashless exercise.

        Unless the plan administrator provides otherwise in the stock option agreement governing the terms of the option, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order.

        Tax Limitations on Incentive Stock Options.    The aggregate fair market value, determined at the time of grant, of our common stock with respect to incentive stock options that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as nonqualified stock options. No incentive stock option may be granted to any person who, at the time of the grant,


owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (ii) the option is not exercisable after the expiration of five years from the date of grant.

        Changes to Capital Structure.    In the event that there is a specified type of change in our capital structure, such as a stock split or recapitalization, appropriate adjustments will be made to (i) the class and maximum number of shares reserved for issuance under the 1997 plan and (ii) the class and number of shares and exercise price, strike price, or purchase price of all outstanding stock options.

        Certain Reorganizations and Mergers.    If we are the surviving corporation in any reorganization, merger or consolidation with any other corporation, the number and class of shares and the exercise price subject to stock options previously granted under the 1997 plan will be proportionately adjusted to reflect the transaction.

        Other Corporate Transactions.    In the event of (i) our dissolution or liquidation, (ii) a merger, consolidation or reorganization following which we are not the surviving corporation, (iii) a sale of substantially all of our assets to another person or entity or (iv) any transaction that results in a change in control, the 1997 plan and all stock options granted under the 1997 plan will terminate, unless in connection with the transaction the Board of Directors approves the continuation of the 1997 plan, the assumption of outstanding stock options by the successor corporation or the substitution of outstanding options for new options covering stock of the successor corporation or its parent, with appropriate adjustments to the number and kind of shares and the exercise prices of the stock options. In the event the 1997 plan and outstanding stock options are terminated in connection with a transaction, the optionholders will have an opportunity to exercise their vested outstanding stock options before the occurrence of the transaction during such period as determined by the Board of Directors in its sole discretion.

        Under the 1997 plan, a change in control is generally defined as any transaction that results in any person or entity, other than a person or entity who was a holder of Senseonics, Incorporated securities on June 30, 1998, owning 50% or more of the combined voting power of all classes of our stock, unless (i) the person or entity becomes the owner of 50% or more of the combined voting power of our stock due to our issuing new securities to the person or entity (other than an issuance pursuant to an underwritten public offering in which the acquisition is not approved by the Board of Directors) or (ii) at least two-thirds of members of the Board of Directors determine that the transaction does not constitute a change in control for purposes of the 1997 plan.

        Amendment and Termination.    The Senseonics, Incorporated board of directors has the authority to amend, suspend, or terminate the 1997 plan, provided that such action does not alter or impair the existing rights or obligations of any participant without such participant's written consent.

2016 Employee Stock Purchase Plan

        In February 2016, our Board of Directors adopted and our stockholders approved a 2016 Employee Stock Purchase Plan, or our 2016 ESPP. The 2016 ESPP became effective on March 17, 2016. We have no current plans to grant purchase rights under our 2016 ESPP.

        The maximum number of shares of our common stock that may be issued under our 2016 ESPP was initially 800,000 shares. Additionally, the number of shares of our common stock reserved for issuance under our 2016 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2017 and ending on and including January 1, 2026, by 1.0% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year; provided, however, our Board of Directors may act prior to the first day of any calendar year to provide that there will be no January 1 increase in the share reserve for such calendar year or that the increase in the share reserve


for such calendar year will be a lesser number of shares of common stock. As of January 1, 2018, the number of shares of common stock that may be issued under the 2016 ESPP was automatically increased by 1,368,827 shares, representing 1.0% of the total number of shares of common stock outstanding on December 31, 2017, increasing the number of shares of common stock available for issuance under the amended and restated 2015 plan to 3,104,523 shares. Shares subject to purchase rights granted under our 2016 ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under our 2016 ESPP.

        Our Board of Directors, or a duly authorized committee thereof, will administer our 2016 ESPP. We expect our Board of Directors will delegate its authority to administer our 2016 ESPP to our Compensation Committee under the terms of the Compensation Committee's charter.

        Employees, including executive officers, of ours or any of our designated affiliates may have to satisfy one or more of the following service requirements before participating in our 2016 ESPP, as determined by the administrator: (i) customary employment with us or one of our affiliates for more than 20 hours per week and more than five months per calendar year; or (ii) continuous employment with us or one of our affiliates for a minimum period of time, not to exceed two years, prior to the first date of an offering. An employee may not be granted rights to purchase stock under our 2016 ESPP if such employee (i) immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of our common stock, or (ii) holds rights to purchase stock under our 2016 ESPP that would accrue at a rate that exceeds $25,000 worth of our stock for each calendar year that the rights remain outstanding.

        A component of our 2016 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code and the provisions of this component will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, the 2016 ESPP authorizes the grant of options to purchase shares of our common stock that do not meet the requirements of Section 423 of the Code because of deviations necessary to permit participation in the 2016 ESPP by employees who are foreign nationals or employed outside of the United States while complying with applicable foreign laws. Any such options must be granted pursuant to rules, procedures or subplans adopted by our Board of Directors designed to achieve these objectives for eligible employees and our Company. The administrator may specify offerings with a duration of not more than 27 months, and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our common stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine the terms of offerings under our 2016 ESPP.

        Our 2016 ESPP permits participants to purchase shares of our common stock through payroll deductions of up to 15% of their earnings. Unless otherwise determined by the administrator, the purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with us.

        A participant may not transfer purchase rights under our 2016 ESPP other than by will, the laws of descent and distribution or as otherwise provided under our 2016 ESPP.

        In the event of a specified corporate transaction, such as a merger or change in control of our Company, a successor corporation may assume, continue or substitute each outstanding purchase right. If the successor corporation does not assume, continue or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new exercise date will be set. The participants' purchase rights will be exercised on the new exercise date and such purchase rights will terminate immediately thereafter.


        Our Board of Directors has the authority to amend, suspend or terminate our 2016 ESPP, at any time and for any reason. Our 2016 ESPP will remain in effect until terminated by our Board of Directors in accordance with the terms of the 2016 ESPP.

Non-Employee Director Compensation

        In February 2016, our Board of Directors approved a non-employee director compensation policy pursuant to which became effective upon the completion of our 2016 public offering. Under this director compensation policy, we pay each of our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chairman of each committee receives a higher retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board of Directors. No retainers were paid in respectThe compensation payable under the compensation policy has been determined based upon market data of any period prior to the completion of our 2016 public offering.comparable companies and recommendations presented by Willis Towers Watson. The cash retainers paid to non-employee directors for service on the Board of Directors and for service on each committee of the Board of Directors on which the director is a member are as follows:


 
 Member Annual
Service Retainer		 Chairman Additional
Annual Service
Retainer		 

Board of Directors

 $35,000 $20,000 

Audit Committee

  7,500  11,250 

Compensation Committee

  6,000  6,600 

Nominating and Corporate Governance Committee

  4,000  3,625 
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        In June 2017, we amended our

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Member Annual
Service Retainer
​​
Chairman Additional
Annual Service Retainer
​
Board of Directors​​​$40,000​​​​$35,000​​
Audit Committee​​​​10,000​​​​​10,000​​
Compensation Committee​​​​6,500​​​​​7,500​​
Nominating and Corporate Governance Committee​​​​5,000​​​​​5,000​​
Our non-employee director compensation policy to permitpermits non-employee directors to elect to receive all or a portion of the annual cash compensation in the form of shares of our common stock.

In addition, under our non-employee director compensation policy, each non-employee director elected to our Board of Directors willis entitled to receive an option to purchase shares of common stockequity award with an aggregate Black-Scholes optiona grant date fair value of $212,500. The shares subject to each$225,000 in the form of an RSU grant or stock option, at the election of the Compensation Committee. In the case of stock options, such stock optionoptions will vest monthly over a three yearthree-year period, subject to the director'snon-employee director’s continued service as a director. director through each applicable vesting date. In the case of an RSU award, the award will vest annually in three installments, subject to the non-employee director’s continued service as a director through each applicable vesting date.
Further, on the date of each annual meeting of stockholders each non-employee director that continues to serve as a non-employee member on our Board of Directors will receive an option to purchase shares of common stockequity award with an aggregate Black-Scholes optiona grant date fair value of $106,500.$112,500 in the form of an RSU grant or stock option, at the election of the Compensation Committee. The shares subject to each such stock optionaward will vest on the one yearone-year anniversary of the grant date, subject to the director'sdirector’s continued service as a director. Thenon-employee director through each applicable vesting date. In the case of stock options, the exercise price of these options will equal the fair market value of our common stock on the date of grant. This policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors'directors’ interests with those of our stockholders.

Director Compensation Table

The following table sets forth information regarding compensation earned during the year ended December 31, 20172023 by our non-employee directors for service on the Board of Directors from January 1, 20172023 to December 31, 2017.2023. Timothy T. Goodnow, our President and Chief Executive Officer, and Francine R. Kaufman, our Chief Medical Officer, also served on our Board of Directors, but did not receive any additional compensation for histheir service as a directordirectors and therefore isare not included in the table below. The compensation of Dr. Goodnow's compensationGoodnow as


an a named executive officer is set forth above under "Executive Compensation—“Executive Compensation — Summary Compensation Table."

”
Name​​
Fees Earned
or Paid in
Cash
($)(1)
​​
Stock Awards
($)(2)
​​
Total
($)
​
Stephen P. DeFalco(3)
​​​$97,500​​​​$112,500​​​​$210,000​​
Edward J. Fiorentino(4)
​​​$56,500​​​​$112,500​​​​$169,000​​
Douglas S. Prince(5)
​​​$70,000​​​​$112,500​​​​$182,500​​
Douglas A. Roeder(6)
​​​$62,250​​​​$112,500​​​​$174,750​​
Steven Edelman(7)
​​​$51,500​​​​$112,500​​​​$163,400​​
Anthony Raab(8)
​​​$40,000​​​​$112,500​​​​$152,500​​
Robert Schumm(9)
​​​​—​​​​​—​​​​​—​​
Sharon Larkin(10)
​​​$46,500​​​​$112,500​​​​$159,000​​
Koichiro Sato(11)
​​​​—​​​​​—​​​​​—​​
​
Name
 Fees Earned
or Paid in
Cash(1)
($)		 Option
Awards(2)
($)		 Total
($)		 

Stephen P. DeFalco(3)

  62,625  106,500  169,125 

M. James Barrett(3)

  39,000  106,500  145,500 

Edward J. Fiorentino(4)

  48,500  106,500  155,000 

Justin Klein(3)

  48,500  106,500  155,000 

Douglas S. Prince(4)

  57,750  106,500  164,250 

Douglas A. Roeder(3)

  51,600  106,500  158,100 

Steven Edelman(5)

  39,000  106,500  145,500 
(1)
(1)
In October 2017,2023, we granted Messrs. DeFalco, Barrett, Fiorentino, KleinPrince, and Edelman 5,218, 3,250, 4,041, 4,041fully vested restricted stock units covering an aggregate of 135,893, 78,931, 48,577 and 3,25063,770, shares of common stock, respectively, in lieu of theiran aggregate quarterly retainer fees of $15,656, $9,750, $12,125, $12,125$97,500, $56,500, $35,000 and $9,750,$45,062, respectively.
​

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(2)
This
Each non-employee director serving at the time of our 2023 Annual Meeting of Stockholders, with the exception of Messrs. Schumm and Sato, received 147,948 RSUs under our non-employee director compensation policy, with such RSUs vesting in full on the earlier of May 17, 2024 or the Company’s 2024 Annual Meeting of Stockholders, subject to the director’s continuous service through such vesting date. The amounts in this column reflectsdo not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the full grant date fair value for stock optionsaward granted during the year as measured pursuant to ASC Topic 718 as stock-based compensation in our consolidated financial statements. Unlike the calculations contained in our consolidated financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting but assumes that the director will perform the requisite service for the award to vest in full. The assumptions we used in valuing stock awards are described in Note 1215 to our audited consolidated financial statements included in thisour Annual Report.Report on Form 10-K for the year ended December 31, 2023.
​
(3)

(3)
As of December 31, 2017,2023, this director held 147,948 RSUs and options to purchase 183,446321,223 shares of our common stock.
​
(4)

(4)
As of December 31, 2017,2023, this director held 147,948 RSUs and options to purchase 267,346321,223 shares of our common stock.
​
(5)

(5)
As of December 31, 2017,2023, this director held 147,948 RSUs and options to purchase 223,416405,123 shares of our common stock.

​
(6)
As of December 31, 2023, this director held 147,948 RSUs and options to purchase 105,476 shares of our common stock.
​
(7)
As of December 31, 2023, this director held 147,948 RSUs and options to purchase 361,193 shares of our common stock.
​
(8)
As of December 31, 2023, this director held 147,948 RSUs and no options to purchase shares of our common stock.
​
(9)
In light of his relationship with Ascensia Diabetes Care, Mr. Schumm elected not to accept compensation for his service on the Board of Directors. Mr. Schumm resigned from the Board of Directors on March 19, 2024.
​
(10)
As of December 31, 2023, this director held 171,986 RSUs and no options to purchase shares of our common stock.
​
(11)
In light of his employment relationship with PHC Holdings Corporation at the time Mr. Sato declined to accept compensation for his service on the Board of Directors.
​

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides certain information regarding our equity compensation plans in effect as of December 31, 2017:

2023:
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)(1)
​​
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
​​​​23,725,170(2)​​​​$1.09​​​​​48,218,464(3)​​
Equity compensation plans not approved by security holders​​​​3,884,396(4)​​​​$0.81​​​​​7,771,325(5)​​
Total​​​​27,609,566​​​​$1.05​​​​​55,989,789​​
​
(1)
The Company grants full value restricted stock units annually which skew the weighted-average exercise price down since there is no strike price. Excluding restricted stock units, the Company had 10,195,731 securities issued from plans approved by security holders, comprised of stock options, with a weighted-average exercise price of $2.55. The Company had 3,544,396 securities issued from plans not approved by security holders, comprised of stock options, with a weighted-average exercise price of $0.89. In total between approved and unapproved plans, the Company had 13,740,127 securities, comprised of stock options, with a weighted-average exercise price of $2.12.
​
(2)
Consists of 1,026,870 shares outstanding under the 1997 Plan and 22,698,300 shares outstanding under the 2015 Plan.
​
(3)
Consists of 30,593,882 shares available under the 2015 Plan and 17,624,582 shares available under the 2016 Employee Stock Purchase Plan (the “2016 ESPP”). On January 1 of each year, the number of shares reserved under the 2015 Plan and 2016 ESPP is automatically increased by 3.5% and 1%, respectively, of the total number of shares of common stock that are outstanding at that time, or a lesser number of shares as may be determined by our Board. As of December 31, 2023, 530,364,237 shares of the Company’s common stock were outstanding. Therefore, an additional 18,562,748 and 5,303,642 shares were added to the number of available shares under the 2015 Plan and the 2016 ESPP, respectively, in each case effective January 1, 2024.
​
(4)
Consists of 1,421,896 shares issuable pursuant to outstanding awards under our Inducement Plan that was adopted May 30, 2019; and 2,462,500 shares issuable pursuant to outstanding awards under the 2023 Commercial Equity Plan. The Inducement Plan and 2023 Commercial Equity Plan were adopted without the approval of the Company’s stockholders. Descriptions of the Inducement Plan and the 2023 Commercial Equity Plan are contained in Note 15 of the Notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
​
(5)
Consists of 233,825 shares available under our Inducement Plan and 7,537,500 shares available under the 2023 Commercial Equity Plan.
​

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

  20,840,926 $1.66  2,554,921 

Equity compensation plans not approved by security holders

  —  —  — 

Total

  20,840,926     2,554,921 
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TRANSACTIONS WITH RELATED PERSONS
RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES

We have adopted a related party transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related party transactions. For purposes of our policy only, a related party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related party are, were or will be participants in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related party is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related party transaction, including any transaction that was not a related party transaction when originally consummated or any transaction that was not initially identified as a related party transaction prior to consummation, our management must present information regarding the related party transaction to our Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of our Board of Directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related parties, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our Code of Conduct, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related party transactions, our Audit Committee, or other independent body of our Board of Directors, will take into account the relevant available facts and circumstances including:

•

the risks, costs and benefits to us;
​
•

•
the impact on a director'sdirector’s independence in the event that the related party is a director, immediate family member of a director or an entity with which a director is affiliated;
​
•

•
the availability of other sources for comparable services or products; and
​
•

•
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

​
The policy requires that, in determining whether to approve, ratify or reject a related party transaction, our Audit Committee, or other independent body of our Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee, or other independent body of our Board of Directors, determines in the good faith exercise of its discretion.

CERTAIN RELATED PARTY TRANSACTIONS

Except as described below, there have been no transactions since January 1, 20172023 to which we have been a participant in which the amount involved exceeded or will exceed $120,000 (which is less than one percent of the average of our total assets at year-end for the last two completed fiscal years), and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under "Executive Compensation"“Executive Compensation” and "Non-Employee“Non-Employee Director Compensation."

”

Collaboration and Commercialization Agreement with Ascensia

Participation

As previously reported, in Public Offering

        On June 1, 2017, Roche Finance Ltd.2020, we entered into a collaboration and entities affiliatedcommercialization agreement (the “Commercialization Agreement”), with New Enterprise Associates, eachAscensia Diabetes Care Holdings AG (“Ascensia”), an affiliate of PHC Holdings Corporation (“PHC”), which is a holder of morebeneficially owns greater than 5% of our common stock, purchasedstock.


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Pursuant to the agreement, as amended through the date hereof, we granted Ascensia the exclusive right to distribute the Eversense continuous glucose monitoring system worldwide subject to certain initial exceptions. Pursuant to the agreement, subject to certain conditions, Ascensia receives a portion of net revenue at specified tiered percentages ranging from the mid-teens to the mid-forties based on levels of global net revenues. The agreement has an initial term that will expire five years from the Product Availability Date (as defined in the agreement) for Eversense XL, which will be automatically extended for up to 3.5 additional years to provide Ascensia the ability to sell a 365-day Eversense product for two years if Ascensia would not have otherwise had such two-year opportunity at the time the initial term expires.
Net revenue from the Company’s distribution arrangement with Ascensia accounted for 93%, of total net revenues for the year ended December 31, 2023.
For the year ended December 31, 2023, we paid $0.5 million to Ascensia for replacement obligations under warranties.
As of December 31, 2023, we had estimated replacement obligations under warranties in the amount of $0.5 million and other amounts due to Ascensia of $0.5 million.
Other transactions with Ascensia
We also purchase certain medical supplies from Ascensia for our clinical trials. For the year ended December 31, 2023, we paid $0.6 million to Ascensia, under this arrangement.
Financing Transactions with PHC Holdings Corporation
Exchange Agreement
On March 13, 2023, the Company entered into an Exchange Agreement (the “PHC Exchange Agreement”) with PHC, pursuant to which PHC agreed to exchange (the “PHC Exchange”) its $35.0 million aggregate principal amount of 21,276,596convertible notes due October 31, 2024 (the “PHC Notes”), including all accrued and unpaid interest thereon, for a warrant (the “PHC Exchange Warrant”) to purchase up to 68,525,311 shares and 7,092,198 shares, respectively, of ourthe Company’s common stock, in our May 2017 underwritten offering. All shares were purchased at the$0.001 par value per share (the “PHC Exchange Warrant Shares”). The PHC Exchange Warrant is a “pre-funded” warrant with a nominal exercise price of $1.41$0.001 per share.

PHC Exchange Warrant Share. On March 31, 2023, the Exchange was consummated, and the Company issued the Exchange Warrant in consideration for the cancellation of the PHC Notes.

Securities Purchase Agreement
On March 13, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with PHC, pursuant to which the Company issued and sold to PHC in a private placement (the “Private Placement”) a pre-funded warrant (the “Purchase Warrant”) to purchase up to 15,425,750 shares of the Company’s common stock (the “Purchase Warrant Shares”). The purchase price of the Purchase Warrant was approximately $0.97 per Purchase Warrant Share, which was calculated based on a trailing 10-day volume weighted average price of the Company’s common stock through March 10, 2023. Each Purchase Warrant is a “pre-funded” warrant with a nominal exercise price of $0.001 per Purchase Warrant Share. The Private Placement closed on March 13, 2023 and the Company received aggregate gross proceeds of $15.0 million, before deducting private placement expenses payable by the Company.
Registration Rights Agreement

        We have

In connection with the entry into the Securities Purchase Agreement and the Exchange Agreement, the Company and PHC entered into a registration rights agreement, pursuant to which the Company agreed to register the resale of any shares issuable upon exercise of the Purchase Warrant and the Exchange Warrant, pursuant to a registration statement (the “Registration Statement”) to be filed with certainthe SEC. The Company filed the Registration Statement on May 15, 2023, and the Registration Statement was declared effective by the SEC on May 26, 2023.

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Investor Rights Agreement
In connection with the original issuance of our 5% stockholders.

        The registrationthe PHC Notes, the Company and PHC entered into an investor rights agreement (the “PHC IRA”). Pursuant to the PHC IRA, for so long as PHC and its affiliates hold, in the aggregate on an as-converted basis, at least 15% of the Company’s Common Stock, PHC will have the right to designate two members (the “PHC Designees”) of the Company’s Board of Directors. If PHC and its affiliates hold, in the aggregate on an as-converted basis, at least 5% but less than 15% of the Company’s Common Stock, PHC will have the right to designate one member of the Board. PHC has designated two individuals who are currently serving as directors of the Company, Brian Hansen and Koichiro Sato.

INDEMNIFICATION
The Company provides indemnification for its directors so that they will be free from undue concern about personal liability in connection with their service to the Company. Under the Company’s Bylaws, the Company is generally required to indemnify its directors to the extent not prohibited under Delaware or other applicable law. The Company also has the power to indemnify its officers, employees and other agents as set forth in Delaware law or any other applicable law. The Board of Directors has the power to delegate the determination of whether indemnification shall be given to any such person to such officers or other persons as the Board of Directors shall determine.
The Company has entered into indemnity agreements with each of its directors and executive officers.
These agreements provide, among other things, grants certainthat the Company will indemnify the officer or director, under the circumstances and to the extent provided for in the agreement, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of our stockholders specified registration rights with respect to shares of our common stock issued upon conversionhis or her position as a director of the shares of Senseonics, Incorporated stock previously held by them.

Indemnification Agreements

        Our amendedCompany, and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provides that we will indemnify each of our directorsotherwise to the fullest extent permitted under Delaware law. Our amendedlaw and restated certificatethe Company’s Bylaws.


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DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of incorporation and amended and restated bylaws also provide our Board of Directors with discretion to indemnify our officers and employees when determined appropriate by the Board of Directors.

        In addition, we have entered into an indemnification agreement with ourExchange Act requires the Company’s directors and executive officers.

officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company or written representations from certain reporting persons received by the Company during the year ended December 31, 2023, we believe that our executive officers, directors and greater than 10% beneficial owners have complied with all applicable filing requirements, except each of Dr. Goodnow, Dr. Kaufman, Dr. Jain, Mr. Horton and Mr. Sullivan filed a late Form 4 on May 17, 2023.

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HOUSEHOLDING OF PROXY MATERIALS

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

This year, a number of brokers with account holders who are our stockholders will be "householding"“householding” our proxy materials. A single setNotice of Annual Meeting materialsInternet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be "householding"“householding” communications to your address, "householding"“householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding"“householding” and would prefer to receive a separate setNotice of Annual Meeting materials,Internet Availability of Proxy Materials, please notify your broker or us. Direct your written request to Senseonics Holdings, Inc., Attn: Corporate Secretary, 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005. Stockholders who currently receive multiple copies of the Annual Meeting materialsNotices of Internet Availability of Proxy Materials at their addresses and would like to request "householding"“householding” of their communications should contact their brokers.


OTHER MATTERS

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of


the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors
By Order of the Board of Directors



/s/ R. DON ELSEYRick Sullivan
Secretary
R. Don Elsey
Secretary

Dated: April [    ], 2018

12, 2024

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20172023 is available without charge upon written request to: Corporate Secretary, Senseonics Holdings, Inc., 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005.


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QuickLinks

ToAPPENDIX A
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SENSEONICS HOLDINGS, INC.
Senseonics Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), certifies:
ONE:   The name of the corporation is Senseonics Holdings, Inc. (the “Company”).
TWO:   The Company’s original Certificate of Incorporation was filed with the Delaware Secretary of State on December 4, 2015. The Company’s Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on March 22, 2016, and amended by the Certificate of Amendment filed with the Delaware Secretary of State on June 5, 2018 and the Certificate of Amendment filed with the Delaware Secretary of State on October 26, 2020 (the “Certificate”).
THREE:   The Company’s Board of Directors and stockholders, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions approving the following amendments to the Certificate:
The second sentence of Article IV of the Certificate is deleted and replaced in its entirety with:
“The total number of shares of all classes of capital stock which the Company shall have authority to issue is one billion four hundred five million (1,405,000,000) shares, of which one billion four hundred million (1,400,000,000) shares shall be Held On May 30, 2018Common Stock (the “Common Stock”), each having a par value of one-tenth of one cent ($0.001), and five million (5,000,000) shares shall be Preferred Stock (the “Preferred Stock”), each having a par value of one-tenth of one cent ($0.001).”
FOUR:   All other provisions of the Certificate will remain in full force and effect.
FIVE:    This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL.
[Signature Page Follows]

A-1
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IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Company on            , 2024.
Senseonics Holdings, Inc.
By:
​
Name: Timothy T. Goodnow
Title: Chief Executive Officer

A-2
QUESTIONSTABLE OF CONTENTS
[MISSING IMAGE: px_2024senseonics01pg01-4c.jpg]
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters – here’s how to vote!You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/sens or scan the QR code — login details are located in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and CanadaSave paper, time and money! Sign up for electronic delivery at www.envisionreports.com/sens 1.Election of three directors q IF VOTING BY MAIL, SIGN, DETACH AND ANSWERS ABOUT THESE PROXY MATERIALSRETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qForWithholdForWithholdForWithhold+ 01- Steven Edelman M.D. 02- Edward J. Fiorentino 03- Anthony Raab 2.Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement. ForAgainst AbstainForAgainst Abstain3.Ratification of selection by the Audit Committee of the Boardof Directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. 4.Amend Company’s Certificate of Incorporation to increase authorized shares of common stock from 900,000,000 to 1,400,000,000.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box. C 1234567890J N T1 U P X6 1 0 3 6 8 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND VOTINGMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
PROPOSAL NO. 1 ELECTIONTABLE OF DIRECTORSCONTENTS
[MISSING IMAGE: px_2024senseonics01pg02-4c.jpg]
The 2024 Annual Meeting of Stockholders of Senseonics Holdings, Inc. will be held on Wednesday, May 22, 2024 at 10:00 A.M. EST, virtually via the internet at meetnow.global/MZZTTZF.q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOARD OF DIRECTORS RECOMMENDS A VOTE "BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q+Notice of 2024 Annual Meeting of StockholdersProxy Solicited by Board of Directors for Annual Meeting – May 22, 2024Timothy T. Goodnow and Rick Sullivan, or together or either of them, referred to herein as the Proxies, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Senseonics Holdings, Inc. to be held on May 22, 2024 or at any postponement or adjournment thereof.Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR " EACH NAMED NOMINEE.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
PROPOSAL NO.each of the director nominees, and FOR Proposals 2, RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
PROPOSAL NO. 3 APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCKand 4.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)Change of Address — Please print new address below.Comments — Please print your comments below.
EXECUTIVE OFFICERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
EXECUTIVE COMPENSATION
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
TRANSACTIONS WITH RELATED PERSONS RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES
HOUSEHOLDING OF PROXY MATERIALS
OTHER MATTERS