DEF 14A of Senseonics Holdings, Inc.
Filed Apr 6, 2026 · FY20250001104659-26-040016
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 nine (9) members. There are three Class I directors whose terms of office expire in 2026: Timothy T. Goodnow, Francine R. Kaufman and Sharon Larkin. Of the nominees for election, Timothy T. Goodnow, Francine R. Kaufman and Sharon Larkin were previously elected by the stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 2029 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.
CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING Timothy T. Goodnow, age 64 Dr. Goodnow was elected as one of our directors and was appointed as our President and Chief Executive Officer in December 2015. Since 2010, Dr. Goodnow has served on the board of directors of Senseonics, Incorporated and he has served as the President and Chief Executive Officer of Senseonics, Incorporated from since 2011. 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 75 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. Sharon Larkin, age 62 Ms. Larkin was appointed to our Board of Directors in December 2021. Ms. Larkin was appointed to the Kinnos, Inc., Board of Directors in September 2023 and completed her tenure on that board in December 2025. 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 until her retirement in 2017, where she provided global human resources leadership for Abbott Laboratories’ 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 Laboratories, 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.
THE BOARD OF DIRECTORS RECOMMENDS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.
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 70 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. 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 67 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 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 January 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.
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING Stephen P. DeFalco, age 65 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 2010 to December 2015 and served as Senseonics, Incorporated’s interim Chief Executive Officer from 2010 to 2011. Mr. DeFalco is also the Executive Chairman of Creation Technologies and was previously the Chief Executive Officer of Creation Technologies. He joined Creation Technologies in September 2019. Previously, Mr. DeFalco was a partner at Lindsay Goldberg Private Equity. 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 2005 to 2010, he served as the Chief Executive Officer and on the board of directors of Nordion Inc. (formerly MDS Inc.), a NYSE-traded 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 58 Mr. Hansen was appointed to our Board of Directors in March 2024 and was appointed as our Chief Commercial Officer in January 2026. 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 72 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 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 September 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.
Douglas A. Roeder, age 55
Douglas A. Roeder, age 55 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 previously served on the board of directors of Tandem Diabetes Care, 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.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Why We Are Asking Our Stockholders to Approve the 2026 Plan
Why We Are Asking Our Stockholders to Approve the 2026 Plan Currently, we maintain the Senseonics Holdings, Inc. Amended and Restated 2015 Equity Incentive Plan (as amended, the “2015 Plan”) to provide long-term incentives to our employees, directors, and consultants. We also maintain the Senseonics Holdings, Inc. 2023 Commercial Equity Plan (the “2023 Plan” and collectively with the 2015 Plan, the “Prior Plans”) to grant awards to employees of certain companies with which we have a commercial relationship. We are seeking stockholder approval of the 2026 Plan to, among other things, increase the number of shares of our common stock available for the grant of equity awards, which will enable us to have a competitive equity incentive program to compete with our peer group for key talent. If this Proposal No. 6 is approved by our stockholders, the 2026 Plan will become effective as of the date of the Annual Meeting, and no additional awards will be granted under either of our Prior Plans. In the event our stockholders do not approve this Proposal No. 6, the 2026 Plan will not become effective, and the Prior Plans will continue in their current forms.
Why You Should Vote for the 2026 Plan
Why You Should Vote for the 2026 Plan The 2026 Plan Combines Compensation and Governance Best Practices The 2026 Plan allows us to provide a broad array of equity incentives, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards, to our employees, directors, and consultants. By providing this flexibility, we can quickly and effectively react to trends in compensation practices and continue to offer competitive compensation arrangements to attract and retain the talent necessary for the success of our business. The 2026 Plan includes provisions, summarized below, that are designed to protect our stockholders’ interests and to reflect corporate governance best practices. The plan features discussed below do not purport to be complete and are qualified by the full text of the 2026 Plan, which is attached as Appendix B to this proxy statement and incorporated by reference herein. • Stockholder approval is required for additional shares. The 2026 Plan does not contain an annual “evergreen” provision. The 2026 Plan authorizes a fixed number of shares, so that stockholder approval is required to issue any additional shares under the 2026 Plan in excess thereof. • No liberal share counting. The following shares of common stock subject to awards granted under the 2026 Plan will not become available again for issuance under the 2026 Plan: (i) shares that are reacquired or withheld (or not issued) by us to satisfy the exercise, strike or purchase price of an award granted under the 2026 Plan; (ii) shares that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with an award granted under the 2026 Plan; (iii) shares repurchased by us on the open market with the proceeds of the exercise, strike or purchase price of an award granted under the 2026 Plan; and (iv) in the event that a stock appreciation right granted under the 2026 Plan is settled in shares, the gross number of shares subject to such stock appreciation right. • Minimum vesting requirement. The 2026 Plan provides that no award may vest until at least 12 months following the date of grant of such award (excluding (i) any award granted in connection with a merger or acquisition as permitted by applicable listing rules and (ii) any award granted to a non-employee director that vests on the earlier of the first anniversary of the date of grant or our next annual meeting of stockholders), except that shares up to 5% of the share reserve of the 2026 Plan may be issued pursuant to awards that do not meet such vesting requirements. Repricing is not allowed. The repricing of stock options and stock appreciation rights under the 2026 Plan is prohibited without prior stockholder approval. Limit on non-employee director compensation. The aggregate value of all compensation paid or granted by us to any individual for service as a non-employee director with respect to any fiscal year, including awards granted under the 2026 Plan and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, or in the event such non-employee director is first appointed or elected to the Board during such fiscal year, $1,000,000 in total value. For purposes of this limitation, the value of any equity-based awards is calculated based on the grant date fair value of such awards for financial reporting purposes. • Restrictions on dividends. The 2026 Plan provides that (i) no dividends or dividend equivalents may be paid with respect to any such shares subject to an option or stock appreciation right award, (ii) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested, (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iv) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest. • Specific disclosure of equity award vesting upon a corporate transaction or change in control. The 2026 Plan specifically provides that if a corporate transaction or a change in control (each referred to in this Proposal No. 6 as a “Transaction”) occurs and the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards under the 2026 Plan or substitute similar stock awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued or substituted and that are held by participants whose continuous service has not terminated prior to the Transaction, the vesting of such awards will be accelerated in full (and with respect to any such awards that are subject to performance-based conditions or requirements, vesting will be deemed to be satisfied at the target level of performance). • No liberal change in control definition. The change in control definition in the 2026 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the 2026 Plan to be triggered. • No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights granted under the 2026 Plan must have an exercise price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted. Overhang The following table provides certain information regarding our equity incentive programs.
Why You Should Vote for the 2026 Plan
| | As of March 26, 2026 (Record Date) | | Total number of shares of common stock subject to outstanding stock options | 1,650,618 | | Weighted-average exercise price of outstanding stock options | $21.77 | | Weighted-average remaining term of outstanding stock options | 7.07 years | | Total number of shares of common stock subject to outstanding full value awards(1) | 1,017,986 | | Total number of shares of common stock available for grant under the 2015 Plan | 3,009,371 | | Total number of shares of common stock available for grant under the 2023 Plan | 165,753 | | Total number of shares of common stock available for grant under the Senseonics Holdings, Inc. Inducement Plan | 27,406 | | Total number of shares of common stock outstanding | 41,822,872 | | Per-share closing price of common stock as reported on Nasdaq | $6.56 |
Why You Should Vote for the 2026 Plan
A “full value award” is any award other than a stock option or stock appreciation with respect to which the exercise or strike price is at least 100% of the fair market value of our common stock on the date of grant. We Manage Our Equity Award Use Carefully We continue to believe that equity awards such as stock options and restricted stock unit awards are a vital part of our overall compensation program. Our compensation philosophy reflects broad-based eligibility for equity awards, and we grant equity awards to substantially all of our employees. However, we recognize that equity awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” in a manner intended to maximize stockholders’ value by granting the appropriate number of equity awards necessary to attract, reward, and retain employees. The Size of Our Share Reserve Request Is Reasonable If this Proposal No. 6 is approved by our stockholders, then subject to adjustment for certain changes in our capitalization, we will have 1,300,000 new shares available for grant after the Annual Meeting. Burn Rate The following table provides detailed information regarding the activity related to our equity incentive program for fiscal years 2025, 2024 and 2023.
Why You Should Vote for the 2026 Plan
| | 2025 | 2024 | 2023 | | Total number of shares of common stock subject to stock options granted | 1,514,091 | 713,891 | 687,007 | | Total number of shares of common stock subject to full value awards granted | 1,082,359 | 1,102,969 | 693,472 | | Weighted-average number of shares of common stock outstanding | 41,727,983 | 31,486,079 | 28,398,724 | | Burn Rate(1) | 6% | 6% | 5% |
Description of the 2026 Plan
Description of the 2026 Plan A summary of the principal features of the 2026 Plan follows below. The summary does not purport to be complete and is qualified by the full text of the 2026 Plan, which is attached as Appendix B to this proxy statement and incorporated by reference herein. Purpose The 2026 Plan is designed to secure and retain the services of our employees, directors, and consultants, to provide incentives for our employees, directors, and consultants to exert maximum efforts for the success of us and our affiliates, and to provide a means by which our employees, directors, and consultants may be given an opportunity to benefit from increases in the value of our common stock. Types of Awards The 2026 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards. Shares Available for Awards Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our common stock that may be issued under the 2026 Plan will not exceed the sum of (i) the number of unallocated shares remaining available for grant under each of the Prior Plans as of the effective date of the 2026 Plan, (ii) 1,300,000 shares subject to stockholder approval of this Proposal No. 6, and (iii) the Returning Shares (as defined below), as such shares become available from time to time. As shown above under the heading “Overhang,” as of the Record Date, 3,009,371 shares remained available for issuance under the 2015 Plan, 165,753 shares remained available for issuance under the 2023 Plan, and 2,668,604 shares of our common stock in the aggregate were subject to outstanding awards under the Prior Plans. For purposes of the 2026 Plan, “Returning Shares” refers to shares of common stock subject to outstanding awards under either of the Prior Plans that, on or following the date of the Annual Meeting, would have returned to the share reserve of such Prior Plan pursuant to the terms thereof. The share reserve of the 2026 Plan will not be reduced by any of the following common shares subject to awards granted under the 2026 Plan and such shares will remain available for issuance under the 2026 Plan: (i) any shares subject to an award granted under the 2026 Plan that are not issued because such award or any portion thereof expires or otherwise terminates without all of the shares covered by such award having been issued; and (ii) any shares subject to an award granted under the 2026 Plan that are not issued because such award or any portion thereof is settled in cash. The following common shares subject to awards granted under the 2026 Plan will not revert to the share reserve of the 2026 Plan or become available again for issuance under the 2026 Plan: (i) any shares that are reacquired or withheld (or not issued) by us to satisfy the exercise, strike or purchase price of an award granted under the 2026 Plan (including any shares subject to such award that are not delivered because such award is exercised through a reduction of shares subject to such award (i.e., “net exercised”)); (ii) any shares that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with an award granted under the 2026 Plan; (iii) any shares repurchased by us on the open market with the proceeds of the exercise, strike or purchase price of an award granted under the 2026 Plan; and (iv) in the event that a stock appreciation right granted under the 2026 Plan is settled in common shares, the gross number of common shares subject to such award. If the 2026 Plan described in this Proposal No. 6 is approved by stockholders, we will file a Registration Statement on Form S-8 with the SEC with respect to the shares of common stock to be registered pursuant to the 2026 Plan as soon as reasonably practicable following stockholder approval. Eligibility All of our (including our affiliates’) employees, non-employee directors, and consultants are eligible to participate in the 2026 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the 2026 Plan only to our (including our affiliates’) employees. As of March 26, 2026, the Record Date, we (including our affiliates) had approximately 288 employees, six non-employee directors, and approximately 134 consultants. Administration The 2026 Plan will be administered by our Board unless and until our Board delegates authority to administer the 2026 Plan to a committee of our Board. Our Board has delegated concurrent authority to administer the 2026 Plan to our Compensation Committee, but may, at any time, re-vest in itself some or all of the power delegated to our Compensation Committee. Our Board and our Compensation Committee are each considered to be a Plan Administrator for purposes of this Proposal No. 6. Subject to the terms of the 2026 Plan, the Plan Administrator may determine the recipients, the types of awards to be granted, the number of shares of our common stock subject to or the cash value of awards, and the terms and conditions of awards granted under the 2026 Plan, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to an award and the exercise or strike price of stock options and stock appreciation rights granted under the 2026 Plan. Our Compensation Committee may also delegate to one or more persons or bodies the authority to designate recipients (other than officers) of awards, the number of shares of our common stock subject to such awards, and certain terms of such awards in a manner permitted by applicable law (including the General Corporation Law of the State of Delaware). Any person or body who is delegated such authority may not grant an award to themselves. Repricing; Cancellation and Re-Grant of Awards Under the 2026 Plan, the Plan Administrator does not have the authority to reprice any outstanding stock option or stock appreciation right by reducing the exercise or strike price of the stock option or stock appreciation right or to cancel any outstanding stock option or stock appreciation right that has an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other awards without obtaining the approval of our stockholders. Such approval must be obtained within 12 months prior to such an event. Minimum Vesting Requirements Under the 2026 Plan, no award may vest until at least 12 months following the date of grant of such award (excluding (i) any award granted in connection with a merger or acquisition as permitted by applicable listing rules and (ii) any award granted to a non-employee director that vests on the earlier of the first anniversary of the date of grant or our next annual meeting of stockholders), except that shares up to 5% of the share reserve of the 2026 Plan may be issued pursuant to awards that do not meet such vesting requirements. Dividends and Dividend Equivalents
Description of the 2026 Plan
The 2026 Plan provides that dividends or dividend equivalents may be paid or credited with respect to any shares of our common stock subject to an award, as determined by the Plan Administrator and contained in the applicable award agreement; provided, however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares subject to an option or stock appreciation right award, (ii) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested, (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iv) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest. Limit on Non-Employee Director Compensation The aggregate value of all compensation paid or granted by us to any individual for service as a non-employee director with respect to any fiscal year, including awards granted under the 2026 Plan and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, or in the event such non-employee director is first appointed or elected to the Board during such fiscal year, $1,000,000 in total value. For purposes of this limitation, the value of any equity-based awards is calculated based on the grant date fair value of such awards for financial reporting purposes. Stock Options Stock options may be granted under the 2026 Plan pursuant to award agreements. The 2026 Plan permits the grant of stock options that are intended to qualify as incentive stock options (“ISOs”) and nonstatutory stock options (“NSOs”). The exercise price of a stock option granted under the 2026 Plan may not be less than 100% of the fair market value of our common stock on the date of grant and, in some cases (see “— Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value. The term of stock options granted under the 2026 Plan may not exceed 10 years from the date of grant and, in some cases (see “— Limitations on Incentive Stock Options” below), may not exceed five years from the date of grant. The Plan Administrator may impose such restrictions on, or conditions to, the vesting and/or exercisability of a stock option granted under the 2026 Plan as determined by the Plan Administrator. Except as explicitly otherwise provided in the award agreement or other written agreement between a participant and us or one of our affiliates, if a participant’s service relationship with us or any of our affiliates (referred to in this Proposal No. 6 as “continuous service”) terminates for any reason other than disability, death, or cause, the participant may generally exercise any vested options for a period of three months following the cessation of service. The option term will automatically be extended in the event that exercise of the option following such a termination of continuous service is prohibited by applicable securities laws or our insider trading policy during the last 30 days of the applicable post-termination exercise period. If a participant’s continuous service with us or any of our affiliates terminates due to disability or death (or the participant dies within a specified period, if any, following termination of continuous service), the participant, or his or her beneficiary, as applicable, may exercise any vested stock options for up to 12 months following the participant’s termination due to the participant’s disability or for up to 18 months following the participant’s death. In the event of a termination for cause, options generally terminate immediately. In no event may an option be exercised beyond the expiration of its term. Acceptable forms of consideration for the purchase of our common stock pursuant to the exercise of a stock option under the 2026 Plan will be determined by the Plan Administrator and may include payment: (i) by cash, check, bank draft or money order payable to us; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (iii) by delivery to us of shares of our common stock (either by actual delivery or attestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator. Stock options granted under the 2026 Plan may vest and become exercisable in cumulative increments, as determined by the Plan Administrator at the rate specified in the award agreement. Shares covered by different stock options granted under the 2026 Plan may be subject to different vesting schedules as the Plan Administrator may determine. The Plan Administrator may impose limitations on the transferability of stock options granted under the 2026 Plan in its discretion. Generally, a participant may not transfer a stock option granted under the 2026 Plan other than by will or the laws of descent and distribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order or an official marital settlement agreement. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws upon a participant’s request, including to a trust if the participant is considered to be the sole beneficial owner of such trust while such stock option is held in trust, provided that the Participant and the trustee enter into a transfer and any other agreements required by the Company. In addition, subject to execution of transfer documentation in a format acceptable to the Company and subject to approval by the Plan Administrator, a participant may designate a beneficiary who may exercise the stock option following the participant’s death. Notwithstanding the foregoing, no option may be transferred to any financial institution without prior stockholder approval. Limitations on Incentive Stock Options The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any affiliate unless the following conditions are satisfied: • the exercise price of the ISO must be at least 110% of the fair market value of our common stock on the date of grant; and • the term of the ISO must not exceed five years from the date of grant. Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of ISOs under the 2026 Plan is 18,000,000 shares. Stock Appreciation Rights
Description of the 2026 Plan
Stock appreciation rights may be granted under the 2026 Plan pursuant to award agreements. Each stock appreciation right is denominated in common share equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator but will in no event be less than 100% of the fair market value of our common stock on the date of grant. The term of stock appreciation rights granted under the 2026 Plan may not exceed 10 years from the date of grant. The Plan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the award agreement. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the 2026 Plan. Restricted Stock Awards Restricted stock awards may be granted under the 2026 Plan pursuant to award agreements. A restricted stock award may be granted in consideration for cash, check, bank draft or money order payable to us, the participant’s services performed for us or any of our affiliates, or any other form of legal consideration (including future services) acceptable to the Plan Administrator. Shares of our common stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule to be determined by the Plan Administrator. Rights to acquire shares of our common stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the award agreement; provided, however, that no restricted stock award may be transferred to any financial institution without prior stockholder approval. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us. Restricted Stock Unit Awards Restricted stock unit awards may be granted under the 2026 Plan pursuant to award agreements. Payment of any purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. A restricted stock unit award may be settled by the delivery of shares of our common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the award agreement. Restricted stock unit awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator. Except as otherwise provided in a participant’s award agreement or other written agreement with us or one of our affiliates, restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service for any reason. Performance Awards A performance award is an award that is payable (including that may be granted, may vest, or may be exercised) contingent upon the attainment of pre-determined performance goals during a performance period. A performance award may require the completion of a specified period of continuous service. With respect to any performance award, the length of any performance period, the performance goals to be achieved during the performance period, the other terms and conditions of such award and the measure of whether and to what degree such performance goals have been attained will be determined by the Plan Administrator. Performance goals under the 2026 Plan will be based on any one or more of the following performance criteria: earnings (including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; earnings before interest, taxes, depreciation, amortization and legal settlements; earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation, other non-cash expenses and changes in deferred revenue; total stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; cash balance; cash burn; cash collections; share price performance; debt reduction; implementation or completion of projects or processes (including, without limitation, clinical trial initiation, clinical trial enrollment and dates, clinical trial results, regulatory filing submissions, regulatory filing acceptances, regulatory or advisory committee interactions, regulatory approvals, new and supplemental indications for existing products, and product supply); stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit; growth of net income or operating income; billings; bookings; employee retention; initiation of phases of clinical trials and/or studies by specific dates; acquisition of new customers, including institutional accounts; customer retention and/or repeat order rate; number of institutional customer accounts; budget management; improvements in sample and test processing times; regulatory milestones; progress of internal research or clinical programs; progress of partnered programs; partner satisfaction; milestones related to samples received and/or tests run; expansion of sales in additional geographies or markets; research progress, including the development of programs; submission to, or approval by, a regulatory body (including, but not limited to the U.S. Food and Drug Administration) of an applicable filing or a product; timely completion of clinical trials; milestones related to samples received and/or tests or panels run; expansion of sales in additional geographies or markets; research progress, including the development of programs; patient samples processed and billed; sample processing operating metrics (including, without limitation, failure rate maximums and reduction of repeat rates); strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); and other measures of performance selected by the Plan Administrator.
Description of the 2026 Plan
Performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. The Plan Administrator is authorized to make appropriate adjustments in the method of calculating the attainment of performance goals for a performance period as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated performance goals; (iii) to exclude the effects of changes to generally accepted accounting principles; (iv) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (v) to exclude the effects of any statutory adjustments to corporate tax rates; and (vi) to make other appropriate adjustments determined by the Plan Administrator. In addition, the Plan Administrator retains the discretion to reduce or eliminate the compensation or economic benefit due upon the attainment of any performance goals and to define the manner of calculating the performance criteria it selects to use for a performance period. Other Awards Other forms of awards valued in whole or in part by reference to, or otherwise based on, our common stock may be granted either alone or in addition to other awards under the 2026 Plan. Subject to the terms of the 2026 Plan, the Plan Administrator will have sole and complete authority to determine the persons to whom and the time or times at which such other awards will be granted, the number of shares of our common stock to be granted, and all other terms and conditions of such other awards. Clawback/Recoupment Awards granted under the 2026 Plan will be subject to recoupment in accordance with the following, as applicable: (i) the Senseonics Holdings, Inc. Incentive Compensation Recoupment Policy; (ii) any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law; and (iii) any other clawback policy that we adopt and maintain from time to time. In addition, the Plan Administrator may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause. Transfer or Assignment of Awards; Issued Shares Except as expressly provided in the 2026 Plan or in the applicable award agreement, awards granted under the 2026 Plan may not be transferred or assigned by the participant. After the vested shares subject to an award have been issued (or in the case of a restricted stock award and similar awards, after the issued shares have vested), the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the 2026 Plan, the terms of any insider trading policy, any other policy of the Company or an affiliate, any other written agreement between a participant and the Company or an affiliate, and applicable law. Changes to Capital Structure In the event of certain changes in our capital structure, the Plan Administrator will appropriately adjust: (i) the class(es) and maximum number of securities subject to the 2026 Plan; (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of ISOs; and (iii) the class(es) and number of securities and price per share of stock subject to outstanding awards. No fractional shares or rights for fractional shares of our common stock may be created to implement any such change in our capital structure, and the Plan Administrator will determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in this paragraph. Corporate Transaction and Change in Control The following provisions will apply to outstanding awards under the 2026 Plan in the event of a Transaction, unless otherwise provided in the instrument evidencing the award, in any other written agreement between us or one of our affiliates and the participant, or in any director compensation policy we adopt. In the event of a Transaction, any surviving or acquiring corporation (or its parent company) may assume or continue any or all outstanding awards under the 2026 Plan, or may substitute similar awards for such outstanding awards (including, but not limited to, awards to acquire the same consideration paid to the our stockholders pursuant to the Transaction), and any reacquisition or repurchase rights held by us in respect of stock issued pursuant to any outstanding awards under the 2026 Plan may be assigned by us to the surviving or acquiring corporation (or its parent company). The terms of any such assumption, continuation or substitution will be set by the Plan Administrator. In the event of a Transaction in which the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards under the 2026 Plan, or substitute similar awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued or substituted and that are held by participants whose continuous service has not terminated prior to the effective time of the Transaction (the “Current Participants”), the vesting (and exercisability, if applicable) of such awards will be accelerated in full to a date prior to the effective time of the Transaction (contingent upon the closing or completion of the Transaction) as the Plan Administrator will determine (or, if the Plan Administrator does not determine such a date, to the date that is five days prior to the effective time of the Transaction), and such awards will terminate if not exercised (if applicable) prior to the effective time of the Transaction in accordance with the exercise procedures determined by the Plan Administrator, and any reacquisition or repurchase rights held by us with respect to such awards will lapse (contingent upon the closing or completion of the Transaction). With respect to the vesting of performance awards that will accelerate upon the occurrence of a Transaction pursuant to this paragraph and that have multiple vesting levels depending on the level of performance, unless otherwise provided in the award agreement, the vesting of such performance awards will accelerate at 100% of the target level upon the occurrence of the Transaction. In the event of a Transaction in which the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards under the 2026 Plan, or substitute similar awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued or substituted and that are held by participants other than the Current Participants, such awards will terminate if not exercised (if applicable) prior to the effective time of the Transaction in accordance with the exercise procedures determined by the Plan Administrator; provided, however, that any reacquisition or repurchase rights held by us with respect to such awards will not terminate and may continue to be exercised notwithstanding the Transaction.
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. This information for Dr. Goodnow, Dr. Kaufman and Mr. Hansen is set forth above under “PROPOSAL NO. 1 — ELECTION OF DIRECTORS.” Frederick (“Rick”) Sullivan, age 42 Mr. Sullivan was appointed as our Chief Financial Officer in September 2022. Mr. Sullivan previously served as the Company’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 for various life science and technology companies in regenerative medicine, biosimilar, biodefense and environmental sensing. Mr. Sullivan received his B.S. in accounting from Salisbury University, Perdue School of Business and his M.B.A. from the University of Maryland, Robert H. Smith School of Business. Mr. Sullivan maintains an active CPA license in the state of Maryland. Mukul Jain, Ph.D., age 53 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 2012 to 2014 and as Vice President Operations, Quality and Regulatory of Senseonics, Incorporated from 2014 to December 2015. Prior to that, Dr. Jain held various positions at Medtronic, Inc., a medical technology and services company, from 1999 to 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. Kenneth L. Horton, age 59 Mr. Horton has served as our General Counsel and Corporate Development Advisor since October 2017. Prior to joining the Company, Mr. Horton was Executive Vice President and Chief Legal Officer of Vertex Pharmaceuticals from 2012 to 2015. Prior to joining 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, Acquisitions, Ventures and General Counsel for the Life and Analytical Sciences business unit of PerkinElmer, Inc. and in other roles from 2000 to 2005. Mr. Horton previously practiced law at the law firm Ropes & Gray and was a strategy consultant in both the U.S. and Europe. Mr. Horton received his AB from Dartmouth College and a J.D. from Harvard Law School.
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, 2025 and 2024. Because Mr. Sullivan was not a “named executive officer” for the year ended December 31, 2024, his 2024 compensation information has been omitted from the table and the related narrative discussion below.
SUMMARY COMPENSATION TABLE
| Name and Principal Position Year | Year | Salary | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Timothy T. Goodnow President and Chief Executive | 2025 | 635,000 | — | 1,022,500 | 1,022,500 | 613,000 | 54,959 | 3,347,959 | | | 2024 | 613,000 | — | 2,045,000 | — | 613,000 | 46,418 | 3,317,418 | | Mukul Jain, Ph.D. Chief Operating Officer | 2025 | 511,000 | — | 500,000 | 500,000 | 369,720 | 64,446 | 1,945,166 | | | 2024 | 492,960 | — | 990,000 | — | 355,500 | 54,461 | 1,892,920 | | Frederick (“Rick”) Sullivan Chief Financial Officer | 2025 | 430,000 | — | 350,000 | 350,000 | 201,240 | 61,359 | 1,392,599 |
SUMMARY COMPENSATION TABLE
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 2024 and 2025, 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, 2025. (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.
OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2025
OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year end for our named executive officers.
OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2025
| | Option Awards | | | | Stock Awards | | | Name (a) | 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 | 17,384 | — | $59.40 | 4/11/2026 | 39,201(2) | $216,390 | | | 37,501 | — | $54.80 | 1/16/2027 | 113,839(3) | $628,391 | | | 38,891 | — | $52.40 | 2/1/2028 | 75,973(4) | $419,371 | | | 40,001 | — | $54.40 | 1/16/2029 | — | — | | | 20,841 | 122,067 | $10.10 | 5/23/2035 | — | — | | Mukul Jain | 7,264 | — | $59.40 | 4/12/2026 | 17,252(2) | $95,231 | | | 15,712 | — | $54.60 | 1/20/2027 | 55,110(3) | $304,207 | | | 24,761 | — | $52.40 | 2/1/2028 | 37,151(4) | $205,074 | | | 26,751 | — | $54.40 | 1/16/2029 | — | — | | | 10,192 | 59,690 | $10.10 | 5/23/2035 | — | — | | Frederick (“Rick”) Sullivan | 7,134 | 41,784 | $10.10 | 5/23/2035 | 389(5) | $2,147 | | | — | — | — | — | 11,502(2) | $63,491 | | | — | — | — | — | 33,400(3) | $184,368 | | | — | — | — | — | 26,006(4) | $143,553 |
OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2025
Based on the closing price of our common stock of $5.52 per share on December 31, 2025, the last trading day of 2025. 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. (3) 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. (4) These RSUs vest in eight equal installments with the first installment vesting on June 15, 2025 and the remaining seven installments vesting in six month increments commencing on November 15, 2025, subject to the Reporting Person’s continuous service with the Issuer as of the applicable vesting date. (5) These RSUs vest in eight equal installments with the first installment vesting on November 15, 2022 and the remaining seven installments vesting in six month increments commencing on May 15, 2023, subject to the Reporting Person’s continuous service with the Issuer as of the applicable vesting date.
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 41. 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.
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 $100 Investment Based On: Total Shareholder Return(5) | Total Revenue ($M)(6) | Net Income (Loss) ($M)(6) | | 2025 | $3,347,959 | $1,745,463 | $1,668,882 | $978,906 | $26.80 | $35.3 | $(69.1) | | 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) |
PAY VERSUS PERFORMANCE
(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.” 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:
PAY VERSUS PERFORMANCE
| | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $3,589,760 | $3,317,418 | $3,347,959 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $(2,308,740) | $(2,045,000) | $(2,045,000) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Sock Awards Granted in Fiscal Year(b) | $1,340,885 | $1,787,496 | $1,093,181 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year(b) | $(531,797) | (93,808) | (757,242) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $540,729 | $383,921 | $323,969 | | 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) | $(642,356) | $(270,979) | $(217,403) | | 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) | $— | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | | Compensation Actually Paid | $1,988,481 | $3,079,050 | $1,745,463 |
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 named executive officers 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, 2025 for additional details. (3) This figure is the average of the total compensation paid to our named executive officers 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 named executive officers in each year are listed in the table below.
PAY VERSUS PERFORMANCE
| 2023 | 2024 | 2025 | | Mukul Jain | Mukul Jain | Mukul Jain | | Kenneth Horton | Kenneth Horton | Frederick (“Rick”) Sullivan |
PAY VERSUS PERFORMANCE
This figure is the average amount of CAP for our named executive officers other than our PEO in each listed year. CAP does not mean that these named executive officers 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 named executive officers other than our PEO in each listed year.
PAY VERSUS PERFORMANCE
| | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $1,549,150 | $1,576,816 | $1,668,882 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $(795,923) | $(750,000) | $(850,000) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Sock Awards Granted in Fiscal Year(b) | $462,261 | $655,561 | $454,382 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year(b) | $(179,561) | $(32,289) | $(290,111) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $186,413 | $140,802 | $80,767 | | 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) | $(228,250) | $(92,130) | $(85,013) | | 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) | $— | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | | Compensation Actually Paid | $994,090 | $1,498,760 | $978,906 |
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 named executive officers 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, 2025 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, 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
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:
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 |
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 $112,500 in the form of an RSU grant or stock option, at the election of the Compensation Committee. The shares subject to each such award will vest on the one-year anniversary of the grant date, subject to the director’s continued service as a non-employee director through each applicable vesting date. In the case of stock options, the exercise price of these options will equal the fair market value of our common stock on the date of grant. This policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation earned during the year ended December 31, 2025 by our non-employee directors for service on the Board of Directors from January 1, 2025 to December 31, 2025. Timothy T. Goodnow, our President and Chief Executive Officer, and Francine R. Kaufman, our Chief Medical Officer, also served on our Board of Directors, but did not receive any additional compensation for their service as directors and therefore are not included in the table below. The compensation of Dr. Goodnow as a named executive officer is set forth above under “Executive Compensation — Summary Compensation Table.”
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stephen P. DeFalco(3) | $95,000 | $118,172 | $213,172 | | Edward J. Fiorentino(4) | $56,500 | $118,172 | $174,672 | | Douglas S. Prince(5) | $65,000 | $118,172 | $183,172 | | Douglas A. Roeder(6) | $59,000 | $118,172 | $177,172 | | Steven Edelman(7) | $51,500 | $118,172 | $169,672 | | Anthony Raab(8) | $10,000 | — | $10,000 | | Brian Hansen(9) | — | — | — | | Sharon Larkin(10) | $46,500 | $118,172 | $164,672 | | Koichiro Sato(11) | — | — | — |
Director Compensation Table
In 2025, we granted Messrs. Fiorentino, Prince, Edelman and Roeder fully vested restricted stock units covering an aggregate of 5,751, 3,308, 5,242 and 6,006 shares of common stock, respectively, in lieu of an aggregate quarterly retainer fees of $56,500, $32,500, $51,500 and $59,000, respectively. Each non-employee director serving at the time of our 2025 Annual Meeting of Stockholders, with the exception of Messrs. Rab, Hansen and Sato, received 5,570 RSUs under our non-employee director compensation policy, with such RSUs vesting in full on the earlier of May 21, 2026 or the Annual Meeting, 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, 2025. (3) As of December 31, 2025, this director held 5,570 RSUs and options to purchase 23,925 shares of our common stock. (4) As of December 31, 2025, this director held 5,570 RSUs and options to purchase 23,925 shares of our common stock. (5) As of December 31, 2025, this director held 5,570 RSUs and options to purchase 23,925 shares of our common stock. (6) As of December 31, 2025, this director held 5,570 RSUs and options to purchase 13,137 shares of our common stock. (7) As of December 31, 2025, this director held 5,570 RSUs and options to purchase 25,923 shares of our common stock. (8) As of December 31, 2025, this director held no RSUs and no options to purchase shares of our common stock. (9) In light of his relationship with Ascensia Diabetes Care in 2025, Mr. Hansen elected not to accept compensation for his service on the Board of Directors. In May 2025, Mr. Hansen received (a) a RSU grant for 42,104 shares of common stock and (b) a stock option to purchase 59,399 shares of common stock in advance of his appointment as the Company’s Chief Commercial Officer. (10) As of December 31, 2025, this director held 5,570 RSUs and options to purchase 7,862 shares of our common stock. (11) 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.