DEF 14A of Senseonics Holdings, Inc., Apr 10, 2025

DEF 14A of Senseonics Holdings, Inc.

Filed Apr 10, 2025 · FY20240001104659-25-033545

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one- 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’s successor is duly elected and qualified. The Board of Directors presently has ten (10) members. There are four Class III directors whose terms of office expire in 2025: Stephen P. DeFalco, Brian Hansen, Douglas S. Prince and Douglas A. Roeder. Of the nominees for election, Stephen P. DeFalco, Douglas S. Prince and Douglas A. Roeder were previously elected by the stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 2028 Annual Meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present at 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.

  2. CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING Stephen P. DeFalco, age 64 Mr. DeFalco was elected as a director and our chairman in 2015. Mr. DeFalco served as chairman of the Senseonics, Incorporated board of directors from 2010 to 2015 and served as Senseonics, Incorporated’s interim Chief Executive Officer from 2010 to 2011. In 2019, Mr. DeFalco became the Chairman and Chief Executive Officer of Creation Technologies. From 2018 to 2019, Mr. DeFalco was a partner at Lindsay Goldberg & Co LLC. From 2011 until 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 2005 to 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-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’s leadership, executive, managerial and business experience with life sciences companies qualifies him to serve as a director of our company. Brian Hansen, age 57 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 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 San Diego 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 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 71 Mr. Prince was elected to our Board of Directors in 2015. Mr. Prince served on the Senseonics, Incorporated board of directors from 2015 to 2015. Mr. Prince served as the Chief Financial Officer of Crane & Co., Inc., a global technology company, from 2013 to 2018. From 2010 to 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 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’s executive experience and financial expertise qualify him to serve as a director of our Company.

  3. Douglas A. Roeder, age 54

    Douglas A. Roeder, age 54 Mr. Roeder was elected to our Board of Directors in 2015. Mr. Roeder served on the Senseonics, Incorporated board of directors from 2011 to 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 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’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. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.

  4. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING Timothy T. Goodnow, age 63 Dr. Goodnow was elected as one of our directors and was appointed as our President and Chief Executive Officer in 2015. From 2010 to 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 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 74 Dr. Kaufman was appointed as one of our directors in 2019 and was appointed as our Chief Medical Officer in 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 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. Sharon Larkin, age 61 Ms. Larkin was appointed to our Board of Directors in December 2021. Ms. Larkin also serves on the Kinnos, Inc., Board of Directors since September 2023. 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 51 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 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.

  5. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING

    CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING Steven Edelman, M.D., age 69 Dr. Edelman was elected to our Board of Directors in 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. from 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’s substantial diabetes industry experience qualifies him to serve as a director of our Company. Edward J. Fiorentino, age 66 Mr. Fiorentino was elected to our Board of Directors in 2015. Mr. Fiorentino served on the Senseonics, Incorporated Board of Directors from 2012 to 2015. Since 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 2016 to December 2023. From 2013 to 2016, Mr. Fiorentino served as Chairman and Chief Executive Officer of Crealta Pharmaceuticals, a specialty pharmaceutical company. From 2009 to 2013, Mr. 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’s substantial healthcare and pharmaceutical experience qualifies him to serve as a director of our Company.

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. SUMMARY COMPENSATION TABLE

    SUMMARY 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, 2024 and 2023.

  8. SUMMARY COMPENSATION TABLE

    | Name and Principal Position Year | Year | Salary | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Timothy T. Goodnow President and Chief Executive | 2024 | 613,000 | — | 2,045,000 | 613,000 | 46,418 | 3,317,418 | | | 2023 | 613,000 | — | 2,308,740 | 615,300 | 52,720 | 3,589,760 | | Mukul Jain, Ph.D. Chief Operating Officer | 2024 | 492,960 | — | 990,000 | 355,500 | 54,460 | 1,892,920 | | | 2023 | 474,000 | — | 787,885 | 237,825 | 57,345 | 1,785,242 | | Kenneth Horton General Counsel and Corporate Development Advisor | 2024 | 477,920 | — | 510,000 | 232,000 | 40,792 | 1,260,712 | | | 2023 | 464,000 | — | 575,774 | 233,100 | 40,183 | 1,313,057 |

  9. SUMMARY COMPENSATION TABLE

    (1) The amounts shown 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 grant date fair values of restricted stock units (“RSUs”) granted to each of the named executive officers in each of 2023 and 2024, calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), Compensation — Stock Compensation. Each RSU represented the contingent right to receive one share of our common 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 these awards are described in Note 15. Stock-Based Compensation in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2) The amounts reflect bonus paid on the achievement of specified corporate goals, as discussed further below under “— Narrative Disclosure to Summary Compensation Table — Annual Bonus.” (3) Amounts in this column reflect amounts paid by the Company for healthcare premiums, 401(k) matching contributions, and life insurance premiums paid for the officer’s benefit.

  10. OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2024

    OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2024 The following table shows for the fiscal year ended December 31, 2024, certain information regarding outstanding equity awards at fiscal year end for the Named Executive Officers.

  11. OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2024

    | Name (a) | Option Awards | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Options Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) (h) | | Timothy T. Goodnow | 173,113 | 0 | $1.95 | 7/23/2025 | 440,733(2) | $229,181.16 | | | 347,652 | 0 | $2.97 | 4/11/2026 | 1,568,011(3) | $815,365.72 | | | 750,000 | 0 | $2.74 | 1/16/2027 | 3,415,163(4) | $1,775,884.76 | | | 777,797 | 0 | $2.62 | 2/1/2028 | — | — | | | 800,000 | 0 | $2.72 | 1/16/2029 | — | — | | Mukul Jain | 134,239 | 0 | $1.95 | 7/23/2025 | 193,966(2) | $100,862.32 | | | 145,254 | 0 | $2.97 | 4/11/2026 | 690,078(3) | $358,840.56 | | | 314,212 | 0 | $2.73 | 1/19/2027 | 1,653,306(4) | $859,719.12 | | | 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 | 107,759(2) | $56,034.68 | | | 124,000 | 0 | $3.18 | 3/7/2028 | 391,044(3) | $203,342.88 | | | 190,000 | 0 | $2.72 | 1/16/2029 | 851,703(4) | $442,885.56 |

  12. OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2024

    (1) Based on the closing price of our common stock of $0.52 per share on December 31, 2024, the last trading day of 2024. (2) These RSUs vest in eight equal installments with the first installment vesting on June 15, 2022 and the remaining 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 the applicable vesting date. (3) These RSUs vest in eight equal installments 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 date. (4) These RSUs vest in eight equal installments with the first installment vesting on June 15, 2024 and the remaining seven installments vesting in six month increments commencing on November 15, 2024, subject to the Reporting Person’s continuous service with the Issuer as of the applicable vesting date.

  13. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company 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 Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation” beginning on page 24. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance metrics of the Company. The following table sets forth information concerning Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and our non-PEO named executive officers versus our total shareholder return, total revenue and net income (loss) performance results for the last three fiscal years. The amounts set forth below under the headings “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 term 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.

  14. PAY VERSUS PERFORMANCE

    | 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 $100 Investment Based On: | Total Revenue ($M)(6) | Net Income (Loss) ($M)(6) | | | | | | | Total Shareholder Return(5) | | | | 2024 | $3,317,418 | $3,079,050 | $1,576,816 | $1,498,760 | $19.60 | $22.5 | $(78.6) | | 2023 | $3,589,760 | $1,988,481 | $1,549,150 | $994,090 | $21.35 | $22.4 | $(60.4) | | 2022 | $3,545,654 | $(1,088,335) | $1,487,190 | $(182,626) | $38.58 | $16.4 | $142.1 |

  15. PAY VERSUS PERFORMANCE

    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) Represents the amount of CAP to our PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP:

  16. PAY VERSUS PERFORMANCE

    | | 2022 | 2023 | 2024 | | Summary Compensation Table Total | $3,545,654 | $3,589,760 | $3,317,418 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $(2,206,241) | $(2,308,740) | $(2,045,000) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b) | $1,505,035 | $1,340,885 | $1,787,496 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year(b) | $(2,474,711) | $(531,797) | $(93,808) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $489,412 | $540,729 | $383,921 | | 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) | $(1,947,484) | $(642,356) | $(270,979) | | 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 | $(1,088,335) | $1,988,481 | $3,079,050 |

  17. PAY VERSUS PERFORMANCE

    (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. (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 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, 2024 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.

  18. PAY VERSUS PERFORMANCE

    | 2022 | 2023 | 2024 | | Mukul Jain | Mukul Jain | Mukul Jain | | Kenneth Horton | Kenneth Horton | Kenneth Horton |

  19. PAY VERSUS PERFORMANCE

    (4) This figure is the average amount of CAP for our NEOs other than our PEO in each listed year. CAP 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.

  20. PAY VERSUS PERFORMANCE

    | | 2022 | 2023 | 2024 | | Summary Compensation Table Total | $1,487,190 | $1,549,150 | $1,576,816 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $(752,201) | $(795,923) | $(750,000) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b) | $512,514 | $462,261 | $655,561 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year(b) | $(879,966) | $(179,561) | $(32,289) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $167,525 | $186,413 | $140,802 | | 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) | $(717,688) | $(228,250) | $(92,130) | | 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 | $(182,626) | $994,090 | $1,498,760 |

  21. PAY VERSUS PERFORMANCE

    (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. (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 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, 2024 for additional details. (5) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. (6) The dollar amounts reported are the Company’s total revenue and net income (loss) reflected in the 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 Compensation Actually Paid Versus Net Income Compensation Actually Paid Versus Total Revenue 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 Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  22. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  23. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board of Directors has approved a non-employee director compensation policy pursuant to which 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. The compensation payable under the compensation policy has been determined based upon market data of 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:

  24. Non-Employee Director Compensation

    | | 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 |

  25. Non-Employee Director Compensation

    Our non-employee director compensation policy permits 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 is entitled to receive an equity award with a grant date fair value of $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 options will vest monthly over a three-year period, subject to the non-employee director’s continued service as a 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 equity award with a grant date fair value of $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 award will vest on the one-year anniversary of the grant date, subject to the director’s continued service as a non-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’ interests with those of our stockholders.

  26. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding compensation earned during the year ended December 31, 2024 by our non-employee directors for service on the Board of Directors from January 1, 2024 to December 31, 2024. 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 their service as directors and therefore are not included in the table below. The compensation of Dr. Goodnow as a named executive officer is set forth above under “Executive Compensation — Summary Compensation Table.”

  27. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stephen P. DeFalco(3) | $95,000 | $112,500 | $207,500 | | Edward J. Fiorentino(4) | $56,500 | $112,500 | $169,000 | | Douglas S. Prince(5) | $65,000 | $112,500 | $177,500 | | Douglas A. Roeder(6) | $59,000 | $112,500 | $171,500 | | Steven Edelman(7) | $51,500 | $112,500 | $164,000 | | Anthony Raab(8) | $40,000 | $112,500 | $152,500 | | Brian Hansen(9) | — | — | — | | Sharon Larkin(10) | $46,500 | $112,500 | $159,000 | | Koichiro Sato(11) | — | — | — |

  28. Director Compensation Table

    In 2024, we granted Messrs. DeFalco, Fiorentino, Prince, Edelman and Roeder fully vested restricted stock units covering an aggregate of 42,410, 130,507, 75,069, 118,958 and 43,755, shares of common stock, respectively, in lieu of an aggregate quarterly retainer fees of $23,750, $56,500, $32,500, $51,500 and $14,750, respectively. (2) Each non-employee director serving at the time of our 2024 Annual Meeting of Stockholders, with the exception of Messrs. Hansen and Sato, received 236,344 RSUs under our non-employee director compensation policy, with such RSUs vesting in full on the earlier of May 22, 2025 or the Company’s 2025 Annual Meeting of Stockholders, subject to the director’s continuous service through such vesting date. The amounts in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the full grant date fair value for stock award 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 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (3) As of December 31, 2024, this director held 236,344 RSUs and options to purchase 321,223 shares of our common stock. (4) As of December 31, 2024, this director held 236,344 RSUs and options to purchase 321,223 shares of our common stock. (5) As of December 31, 2024, this director held 236,344 RSUs and options to purchase 405,123 shares of our common stock. (6) As of December 31, 2024, this director held 236,344 RSUs and options to purchase 105,476 shares of our common stock. (7) As of December 31, 2024, this director held 236,344 RSUs and options to purchase 361,193 shares of our common stock. (8) As of December 31, 2024, this director held 236,344 RSUs and no options to purchase shares of our common stock. (9) In light of his relationship with Ascensia Diabetes Care, Mr. Hansen elected not to accept compensation for his service on the Board of Directors. (10) As of December 31, 2024, this director held 236,344 RSUs and no options to purchase shares of our common stock. In light of his employment relationship with PHC Holdings Corporation at the time Mr. Sato elected not to accept compensation for his service on the Board of Directors.