DEF 14A of Penumbra Inc, Apr 16, 2025

DEF 14A of Penumbra Inc

Filed Apr 16, 2025 · FY20240001321732-25-000074

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The Company’s Board of Directors is presently comprised of seven members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve from the time of their election until the third annual meeting of stockholders following their election. Class I directors consist of Thomas Wilder and Janet Leeds; Class II directors consist of Arani Bose, M.D., Bridget O’Rourke and Surbhi Sarna; and Class III directors consist of Adam Elsesser and Harpreet Grewal. The Nominating and Corporate Governance Committee of the Board (the NCG Committee) has renominated each of our Class I directors, Mr. Wilder and Ms. Leeds, as nominees for a three-year term expiring at the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Mr. Wilder and Ms. Leeds is currently a director of the Company. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. The two nominees receiving the highest number of affirmative votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee recommended by the NCG Committee and approved by the Board. We have no reason to believe that Mr. Wilder or Ms. Leeds will be unable to serve if elected.

  2. Nominees for Director, Continuing Directors, and Persons Chosen to Become Director

    Nominees for Director, Continuing Directors, and Persons Chosen to Become Director The names and ages of the nominees for director, continuing directors, and persons chosen to become director, and their principal occupations, length of service with the Company and Board committee memberships are set forth in the table below.

  3. Nominees for Director, Continuing Directors, and Persons Chosen to Become Director

    | Name | Age | Director Since | Current Term Expires | Occupation | Independent | AC | CC | NCG | | Nominees | | | | | | | | | | Janet Leeds | 63 | January 2019 | 2025 Annual Meeting | Administrative Director, Fred Hutchinson Cancer Center | Yes | — | M | C | | Thomas Wilder(1) | 61 | January 2017 | 2025 Annual Meeting | Chief Executive Officer, VS3 Medical, Inc. | Yes | M, F | C | — | | Continuing Directors | | | | | | | | | | Arani Bose, M.D. | 63 | June 2004 | 2026 Annual Meeting | Former Chief Innovator, Penumbra | No | — | — | — | | Bridget O’Rourke | 57 | April 2017 | 2026 Annual Meeting | Former human resources executive | Yes | C, F | — | M | | Surbhi Sarna | 39 | July 2019 | 2026 Annual Meeting | Chief Executive Officer and Founder, Collate Software LLC | Yes | M | — | M | | Adam Elsesser(2) | 63 | June 2004 | 2027 Annual Meeting | Chief Executive Officer and President, Penumbra | No | — | — | — | | Harpreet Grewal | 58 | April 2015 | 2027 Annual Meeting | Chief Executive Officer and Founding Partner, 123G LLC | Yes | — | M | — |

  4. Nominees for Director, Continuing Directors, and Persons Chosen to Become Director

    | AC: Audit Committee | C: Chair | | CC: Compensation Committee | M: Member | | NCG: Nominating and Corporate Governance Committee | F: Financial Expert |

  5. Nominees for Director, Continuing Directors, and Persons Chosen to Become Director

    (1) Presiding Director. (2) Chairman of the Board. A brief biography of each nominee for director, continuing director, and person chosen to become director is set forth below, which includes information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee for director and continuing director that led the NCG Committee to believe that the director should continue to serve on the Board.

  6. Director Nominees

    Director Nominees Janet Leeds has served on the Board since January 2019. Ms. Leeds has held a number of leadership and consulting roles in academic healthcare settings over more than thirty-five years. Currently, Ms. Leeds serves as an Administrative Director at the Fred Hutchinson Cancer Center. From 2005 to 2009, Ms. Leeds served as the Administrator for the Fred Hutchinson/University of Washington Cancer Consortium. From 2000 to 2005, Ms. Leeds served as the Director of Planning at the Fred Hutchinson Cancer Research Center. From 1996 to 2000, Ms. Leeds served in various positions that were instrumental to the formation and development of the Seattle Cancer Care Alliance. Prior to that, from 1987 to 1995, Ms. Leeds held management consultant positions of increasing responsibility at ECG Management Consultants, where she primarily consulted with academic medical centers. Ms. Leeds received a B.A. from Stanford University and an M.B.A. from the University of Washington. The Board has nominated Ms. Leeds based on her strong healthcare background with extensive experience in organizational development and governance. Thomas Wilder has served on the Board since January 2017. Mr. Wilder currently serves as the Chief Executive Officer of VS3 Medical, Inc., a neurovascular company. From August 2017 to October 2023, Mr. Wilder served as the President and Chief Executive Officer of Neuros Medical, Inc., a neuro-modulation company, and currently serves on the Neuros board as an independent director. From February 2010 through July 2016, Mr. Wilder served as the Chief Executive Officer of Sequent Medical, Inc., a company dedicated to the development of innovative catheter-based neurovascular technologies. From April 2006 to 2009, Mr. Wilder served as the President and CEO of PhotoThera, Inc., a company that was developing a unique therapy for acute ischemic stroke patients. From 2002 to 2006, he served as the President and CEO of MicroTherapeutics, Inc. (MTIX), a company also focused on the neurovascular space. Mr. Wilder served in positions of increasing responsibility at Medtronic, Inc. from 1991 through 2002, most recently as Vice President and General Manager of its endovascular stent grafts division. Mr. Wilder began his career in the Financial Statement Audit Practice of Price Waterhouse, where he worked from 1986 to 1989. He received a B.A. from Stanford University and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management, and served on the Board of Directors of Endologix, Inc. (ELGX) from May 2010 to October 2020. The Board has nominated Mr. Wilder based on his valuable experience based on his tenure as Chief Executive Officer at several medical device companies, as well as his tenure as a financial executive at a large medical device company.

  7. Continuing Directors

    Continuing Directors Arani Bose, M.D., co-founded Penumbra in June 2004 and has served as a member of the Board since our inception. Dr. Bose was Chairman of the Board and Chief Medical Officer from 2005 until 2015 and served as Chief Innovator from 2015 until March 2022. Prior to founding Penumbra, Dr. Bose was an Assistant Professor of Radiology and Neurology at New York University (NYU) School of Medicine from 1997 to 2004, where he also had a clinical practice. While at NYU, Dr. Bose co-founded SMART Therapeutics. Dr. Bose received a B.A. from Stanford University and an M.D. from the University of Colorado School of Medicine with residency and fellowships at Yale University School of Medicine and NYU Medical Center. Dr. Bose brings to the Board his extensive knowledge of the Company and the medical device industry, his training and expertise in interventional radiology and neurology, and his skills and experience in clinical research and device development and commercialization. Bridget O’Rourke has served on the Board since April 2017. Ms. O’Rourke has held a number of executive and leadership positions over more than twenty years, with expertise across different industries. Most recently, Ms. O’Rourke served as Executive Director of the executive search and consulting practice of O’Rourke & Associates, a boutique firm providing services exclusively for the credit union industry, from July 2016 until May 2017. From August 2008 to June 2016, Ms. O’Rourke was Head of Human Resources at Passport Capital, LLC, a global asset management firm. Prior to Passport Capital, LLC, from 1997 to 2007 Ms. O’Rourke served in various positions in the financial services and executive search industries, including as Executive Search Director at O’Rourke Career Connections, Controller at Sigma Partners, a multi-fund venture capital firm, and Vice President for Citibank Global Asset Management’s Alternative Investment Strategies group. From July 1991 to December 1996, Ms. O’Rourke held audit and internal audit consulting positions of increasing responsibility at Coopers & Lybrand (now known as PricewaterhouseCoopers). Ms. O’Rourke received a B.A. from the University of California, Santa Barbara and became a Certified Public Accountant in 1995. She served on the Board of Directors as Vice Chair and was Audit Committee Chair of the San Francisco Fire Credit Union from 2011 through 2020. Ms. O’Rourke brings to the Board her extensive business and leadership experience, including valuable skills related to human resources management and financial accounting. Surbhi Sarna has served on the Board since July 2019. Ms. Sarna is CEO and Founder of Collate Software LLC, a company focused on using artificial intelligence to create and streamline documentation for life science companies. From September 2020 to January 2025, Ms. Sarna served as a General Partner at Y Combinator. In 2011, Ms. Sarna founded nVision Medical Corp (nVision), a healthcare company developing pioneering technology to enable early detection of ovarian cancer, with the intention of fulfilling an unmet clinical need. She led the company from its inception and through its earliest days of product development, funding and initial clinical trials. In April 2018, nVision was acquired by Boston Scientific, and Ms. Sarna led the efforts to commercialize the technology developed by nVision at Boston Scientific through July 2020. Prior to her founding of nVision, Ms. Sarna held a variety of roles in healthcare, including roles at BioCardia and Abbott Vascular. Ms. Sarna also served on the Board of Directors of Biora Therapeutics, Inc. (formerly Progenity, Inc.) from July 2021 to July 2023. Currently, she sits on the board of two privately held companies, YourChoice Therapeutics and AOA Diagnostics, since late 2021. Ms. Sarna received a BA from the University of California, Berkeley. Ms. Sarna brings to the Board her valuable experience as Chief Executive Officer of a pioneering medical device company. Adam Elsesser co-founded Penumbra and has served as Chief Executive Officer and a member of the Board since our inception in June 2004, as Chairman of the Board since January 2015, and as President from January 2015 until August 2019 and again since May 2020. Prior to Penumbra, Mr. Elsesser led SMART Therapeutics, Inc. (SMART Therapeutics), a medical device company focused on devices for neuro-intervention, as its Chief Executive Officer from 2000 to 2002 and, after its acquisition by Boston Scientific Corporation, as President of SMART Therapeutics within Boston Scientific Corporation from 2002 to 2005. Before his work in the medical device industry, Mr. Elsesser was a partner in the law firm of Shartsis Friese LLP. Mr. Elsesser received a B.A. from Stanford University and a J.D. from UC Law San Francisco, formerly Hastings College of the Law. Mr. Elsesser brings to the Board his extensive knowledge of the Company, the medical device industry and the competitive landscape, as well as his expertise in building and commercializing medical devices. Harpreet Grewal has served on the Board since April 2015. Mr. Grewal is the Founding Partner and CEO of 123G LLC. Through its operator work, 123G LLC works with high-growth companies to execute on defined business outcomes. Previously, Mr. Grewal served as Chief Operating Officer of Volante Technologies Inc., a global provider of software for the integration, processing and orchestration of payments and financial messages, from September 2019 until September 2023, where he also served on the Board of Directors from 2014 to 2020 and served as Executive in Residence from April 2018 to March 2019. From February 2016 through April 2017, Mr. Grewal served as General Manager of Constant Contact, Inc. (Constant Contact), a technology company primarily focused on marketing tools and a wholly-owned indirect subsidiary of Endurance International Group Holdings, Inc. (Endurance). Prior to the acquisition of Constant Contact by Endurance, from 2010 to February 2016, Mr. Grewal served as Executive Vice President and Chief Financial Officer of Constant Contact. In December 2019, Mr. Grewal settled litigation instituted by the SEC alleging that Mr. Grewal violated the antifraud provisions of Section 17(a) of the Securities Act of 1933, as amended (the Securities Act), Section 10(b) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act, and violated, or aided and abetted the violation of, the reporting, record-keeping and internal controls requirements of Section 13(a), Section 13(b)(2)(A) and related rules under the Exchange Act in connection with his position at Constant Contact. Without admitting or denying the SEC’s allegations, Mr. Grewal consented to the entry of a Final Judgment that permanently enjoined him from future violations of Section 17(a) of the Securities Act and from aiding and abetting future violations of Section 13(a) or Section 13(b)(2)(A) of the Exchange Act, and required him to pay a fine of $350,000, including a $100,000 civil penalty. From 2008 to 2009, Mr. Grewal worked as an independent consultant to small businesses and early-stage entrepreneurs. From 2006 through 2008, Mr. Grewal was Executive Vice President and Chief Financial Officer of VistaPrint, Ltd. (VistaPrint), a publicly-traded online printing and marketing services company. Prior to VistaPrint, Mr. Grewal was Senior Vice President and Chief Financial Officer of GoldenSource Corporation, a data management company, from 2002 to 2006, Chief Financial Officer of eGain Communications Corporation, a customer engagement services company, from 1999 to 2002, and held various financial and strategic planning positions with PepsiCo, Inc., a publicly-traded food and beverage company, from 1996 to 1999. Mr. Grewal received a B.A. from the University of California, Berkeley and a M.A. from Johns Hopkins University.

  8. Continuing Directors

    Mr. Grewal brings to the Board his extensive business and leadership experience, including financial expertise and strategic planning skills, at a range of high growth companies, both private and public.

  9. THE BOARD OF DIRECTORS RECOMMENDS

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

  10. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE This section sets forth certain information regarding the Board of Directors and its committees and describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, the charters of the committees of the Board and our Code of Business Conduct and Ethics, described below, can be found in the Investors section of our website at www.penumbrainc.com under “Governance.” Alternatively, you can request a copy of any of these documents free of charge by writing to: Penumbra, Inc., One Penumbra Place, Alameda, CA 94502, Attention: Secretary. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our directors play a critical role in guiding our strategic direction and overseeing the management of Penumbra. The many responsibilities and risks and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. Our non-employee directors receive compensation in the form of an annual cash retainer and initial and annual refresh grants of RSUs, as described in greater detail below. Mr. Elsesser, who also serves as an employee of the Company, receives no separate compensation for his service as a director. For information regarding the compensation we pay to Mr. Elsesser and our other named executive officers, please see the section below entitled “Executive Compensation.” Under our director compensation policy in effect for 2024, which was approved by the Board in October 2022, following input from Compensia and upon the recommendation of the NCG Committee, each non-employee director was eligible to receive an annual cash retainer of $54,000, and members of the Board’s committees were eligible to receive an additional annual cash retainer (payable at the same time as the non-employee director annual cash retainer) in the following amounts:

  12. DIRECTOR COMPENSATION

    | Committee | Chair | Member | | Audit | $25,000 | $10,000 | | Compensation | $15,000 | $7,500 | | Nominating and Corporate Governance | $10,000 | $5,000 |

  13. DIRECTOR COMPENSATION

    The Company does not compensate Board members on a per meeting basis. Each non-employee director was also eligible to receive an annual grant of RSUs in an amount equal to three and one-third times the non-employee director annual cash retainer of $54,000, divided by the adjusted closing price of Penumbra’s common stock on the date of grant, rounded up or down to the nearest whole share. The annual RSU grants vest in equal quarterly installments on the last day of each calendar quarter of the applicable year, beginning on the last day of the calendar quarter in which the grants are made (new directors receive a prorated annual RSU grant), subject in each case to the applicable director’s continued service on the Board through the applicable vesting date. On February 16, 2024, each of our non-employee directors received an annual grant of 665 RSUs under the 2014 Equity Incentive Plan, which awards vested in four equal installments on the last day of each calendar quarter of 2024. No new directors joined our Board in 2024. The following table lists actual compensation paid to each of our non-employee directors for 2024.

  14. 2024 Director Compensation Table

    2024 Director Compensation Table

  15. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Harpreet Grewal | 61,500 | 179,922 | 241,422 | | Don Kassing(3) | 66,500 | 179,922 | 246,422 | | Janet Leeds | 71,500 | 179,922 | 251,422 | | Bridget O’Rourke | 84,000 | 179,922 | 263,922 | | Surbhi Sarna | 69,000 | 179,922 | 248,922 | | Thomas Wilder | 79,000 | 179,922 | 258,922 | | Arani Bose | 54,000 | 179,922 | 233,922 |

  16. 2024 Director Compensation Table

    (1) Director fees are generally paid quarterly in arrears. Accordingly, director fees earned in the fourth quarter of 2024 were paid in early 2025. (2) The amounts in this column reflect the aggregate grant date fair value of the stock awards granted to our non-employee directors computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718, Compensation - Stock Compensation (excluding the effect of estimated forfeitures). The grant date fair value of the annual RSU grants for non-employee directors was measured based on the closing price of Penumbra’s common stock on February 16, 2024 ($270.56). For the assumptions used in determining these grant date fair values, see Notes 2 and 11 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 18, 2025. None of our directors held any unvested awards as of December 31, 2024. (3) Mr. Kassing retired from the Board effective April 1, 2025. In October 2024, the Board, following input from Compensia and upon the recommendation of the NCG Committee, approved (i) an increase to the annual cash retainer for non-employee directors from $54,000 to $60,000 and (ii) an increase to the annual cash retainer for the Chairs of the Compensation Committee and the NCG Committee from $15,000 to $18,250 and from $10,000 to $15,000, respectively. These amendments to our director compensation policy became effective on January 1, 2025 and are therefore not reflected in the 2024 Director Compensation Table above.

  17. OTHER INFORMATION RELATED TO PENUMBRA, ITS DIRECTORS AND EXECUTIVE OFFICERS

    OTHER INFORMATION RELATED TO PENUMBRA, ITS DIRECTORS AND EXECUTIVE OFFICERS

  18. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights For the year ended December 31, 2024, the key highlights of our executive compensation program included: •Below Market Chief Executive Officer Total Cash Compensation. Throughout his tenure as our Chief Executive Officer, Mr. Elsesser has expressed a preference to the Compensation Committee that his cash compensation be modest so we could invest in other areas of the business. Following a review of Mr. Elsesser’s compensation, in November 2024 the Compensation Committee approved an increase to Mr. Elsesser’s base salary based on his performance to $850,000 per year. Mr. Elsesser did not receive any new equity grant or any other increase in cash compensation in 2024. As such, for 2024 Mr. Elsesser’s total cash compensation was below the 10th percentile of the Company’s competitive market. •NEO Total Cash Compensation. Because we generally do not pay cash bonuses or other cash incentive compensation to our executive officers, total cash compensation levels were, as of September 2024, at or below the 15th percentile of the Company’s competitive market for all of our NEOs, other than Mr. Shiu, whose total cash compensation level approximated the 80th percentile of the Company’s competitive market. •Peer Group. We added five companies to, and removed nine companies from, our compensation peer group. One removal was due to acquisition activity, while the additions and other removals were consistent with our compensation peer group inclusion criteria, which reflected changes in our revenue and market cap. •Base Salary. Other than Mr. Elsesser, none of our NEOs received an increase to base salary in 2024. •No Short-Term Cash Incentive Compensation Awards. None of our NEOs received cash bonus or other short-term cash incentive compensation in 2024. •Equity Awards. In February 2024, the Compensation Committee adopted a performance equity program (the 2024 PSU Program), pursuant to which certain of the Company’s senior employees, including all of our NEOs other than our Chief Executive Officer, are eligible to receive awards of RSUs based on the Company’s achievement against predetermined financial performance targets for the year ended December 31, 2024 (the 2024 PSU Targets) as well as individual performance. In February 2025, the Compensation Committee reviewed the Company’s performance against the 2024 PSU Targets and granted RSU awards to each of Ms. Yuen, Ms. Roberts and Mr. Shiu based on such Company performance determinations as well as individual performance. In addition, in November 2024, the Compensation Committee granted equity awards in the form of RSUs with time-based vesting to Ms. Yuen, Ms. Roberts and Mr. Shiu for retention purposes and to reward excellent performance. Finally, in February 2024, the Compensation Committee granted RSU awards to each of Ms. Yuen, Ms. Roberts and Mr. Shiu based on Company achievement determinations against the financial performance targets under the Company’s performance equity program for 2023 (the 2023 PSU Program) as well as individual performance.

  19. Executive Compensation Objectives, Design and Components

    | Element | Reason for Providing Element | Key Features | | Base Salary | Provide our NEOs a competitive fixed level of cash compensation for their services based on their knowledge, skills, and experience. | Reviewed annually for market competitiveness, taking into account the fact that we do not offer annual cash incentive compensation to our NEOs. In 2024, Mr. Elsesser received an increase in base salary based on his performance. | | Long-Term Equity Awards | Provide long-term retention and incentives to our NEOs that align their interests with our stockholders’ interests. | In February 2024, the Compensation Committee adopted the 2024 PSU Program to establish an annual equity program for our senior employees, including all of our NEOs other than our Chief Executive Officer, linked to the Company’s performance against predetermined financial performance targets. In February 2025, the Compensation Committee reviewed the Company’s performance against the 2024 PSU Targets and granted RSU awards to each of Ms. Yuen, Ms. Roberts and Mr. Shiu based on such Company performance determinations. In addition, in November 2024, the Compensation Committee granted time-based RSUs to Ms. Yuen, Ms. Roberts and Mr. Shiu for retention purposes and to reward excellent performance. Finally, in February 2024, the Compensation Committee granted RSU awards to each of Ms. Yuen, Ms. Roberts and Mr. Shiu based on Company achievement against the performance targets under the 2023 PSU Program. |

  20. Executive Compensation Objectives, Design and Components

    Since our founding in 2004, we have consistently maintained a transparent and simple executive compensation program that fosters an ownership mentality by emphasizing targeted long-term equity compensation coupled with cash compensation solely in the form of a base salary. The primary components of the 2024 compensation program for our NEOs were base salary and equity awards in the form of RSUs based on the Company’s achievement against the 2024 PSU Targets, as well as RSU awards for retention purposes and to reward excellent performance. Prior to 2023, we did not have an established program of granting equity awards to our NEOs annually or on any other regular basis. In February 2023, the Compensation Committee adopted the 2023 PSU Program to establish an annual equity program for our senior employees, including all of our NEOs other than our Chief Executive Officer, linked to the Company’s achievement against predetermined financial performance targets for revenue and non-GAAP income from operations for the year ended December 31, 2023. In February 2024 and 2025, the Compensation Committee renewed the performance equity program for 2024 and 2025, respectively, on substantially similar terms as the 2023 PSU Program, other than to modify the non-GAAP income from operations metric to include non-GAAP income from operations as a percentage of revenue (non-GAAP operating margin) and appropriate adjustments to the performance targets. We are confident that our executive compensation program aligns with our culture of cooperation and incentivizes our NEOs to work for the overall long-term good of the Company. We believe that short-term cash incentive compensation or other cash bonus programs can result in individuals adapting their conduct to meet specific short-term goals, the achievement of which may have unintended consequences over the long term. Moreover, differences in compensation resulting from short-term cash incentive compensation and other cash bonus programs can create distractions that are contrary to our culture of cooperation. As a result, we generally do not pay cash bonuses or other short-term cash incentive compensation to our NEOs. We pay our NEOs cash compensation in the form of a base salary that is at the higher end of the Company’s competitive market (above the 90th percentile for all of our NEOs, except Mr. Elsesser, whose base salary was below the 10th percentile, as of September 2024). Following a review of Mr. Elsesser’s compensation, in November 2024 the Compensation Committee approved an increase to Mr. Elsesser’s base salary based on his performance to $850,000 per year, which approximated the 30th percentile of the Company’s competitive market as of September 2024. However, because we generally do not pay cash bonuses or other cash incentive compensation, our NEOs’ total cash compensation levels are generally at the lower end of the Company’s competitive market (at or below the 15th percentile for all of our NEOs, other than Mr. Shiu, whose total cash compensation level approximated the 80th percentile, as of September 2024). Historically, we have not made regular annual increases to the base salaries of our executive officers. The Compensation Committees reviews the base salaries of our executive officers annually, or more frequently if needed, and makes adjustments only when market conditions or the performance of the applicable executive officer warrant. Other than Mr. Elsesser, none of our NEOs received an increase to base salary in 2024. Consistent with our overall executive compensation philosophy, we did not grant our NEOs any cash bonuses or other cash incentive compensation in 2024. Prior to 2023, we did not have an established program of awarding equity grants to our executive officers annually or on any other regular basis. In February 2023, the Compensation Committee adopted the 2023 PSU Program, pursuant to which certain of the Company’s senior employees, including all of our NEOs other than our Chief Executive Officer, were eligible to receive awards of RSUs based on the Company’s achievement against predetermined financial performance targets for revenue and non-GAAP income from operations for the year ended December 31, 2023 as well as individual performance. In February 2024 and 2025, the Compensation Committee renewed the performance equity program for 2024 and 2025, respectively, on substantially similar terms as the 2023 PSU Program, other than to modify the non-GAAP income from operations metric to include non-GAAP operating margin and appropriate adjustments to the performance targets. In February 2024 and 2025, the Compensation Committee granted RSU awards to each of Ms. Yuen, Ms. Roberts and Mr. Shiu based on Company achievement determinations against the financial performance targets under the 2023 PSU Program and the 2024 PSU Targets, respectively, as well as individual performance. In addition, in November 2024, the Compensation Committee granted equity awards in the form of RSUs with time-based vesting to Ms. Yuen, Ms. Roberts and Mr. Shiu for retention purposes and to reward excellent performance. The Compensation Committee will continue to review our executive compensation philosophy to determine whether any changes to our current philosophy are required to reward, incentivize, and retain our NEOs, or for other purposes.

  21. Roles of Compensation Committee, Management and Compensation Consultant

    Roles of Compensation Committee, Management and Compensation Consultant Role of Compensation Committee. The Compensation Committee charter requires the Compensation Committee to review and approve the compensation of our Chief Executive Officer and each of our other executive officers and to review and evaluate our executive compensation and benefits programs and policies in general. In making its determination about our executive compensation and benefits programs and policies, the Compensation Committee considers a number of factors, including the recruitment, development, promotion, retention and compensation of executive officers and other employees of the Company; the recommendations of the Chief Executive Officer (other than with respect to his own compensation); current and past total direct compensation; current and past equity ownership; competitive market data and analysis provided by Compensia; the Company’s performance and each executive officer’s impact on such performance; our operational goals; the performance of our common stock; and any other factors that it deems appropriate, with no one factor being determinative. The Compensation Committee also reviews and evaluates our current compensation philosophy, with input from our management and Compensia (including the development of a comparative group of healthcare equipment, healthcare supplies, healthcare technology, and life sciences tools and services companies to use as our peer group for executive compensation decisions), to determine whether any changes to our current philosophy are required going forward. For additional information regarding the Compensation Committee, see the section above entitled “Information Regarding the Board of Directors and Corporate Governance—Information Regarding Committees of the Board of Directors—Compensation Committee” in this Proxy Statement. Role of Management. In 2024, members of management, including our Chief Executive Officer and our Executive Vice President, General Counsel and Secretary, worked with the Compensation Committee to develop our executive compensation program for the year, including the various elements of executive compensation described below. Our Chief Executive Officer (who also serves on the Board), Chief Financial Officer, Executive Vice President, Strategy, President, Interventional, Chief Accounting Officer and Executive Vice President, General Counsel and Secretary attended Compensation Committee meetings as appropriate. None of our NEOs participated in the discussion or decisions relating to his or her own 2024 compensation. Role of Compensation Consultant. The Compensation Committee is authorized to retain its own advisers to assist it in performing its duties, and the Company pays the fees charged by such advisers. Since 2015, the Compensation Committee has engaged Compensia, a national compensation consulting firm, as its independent compensation consultant to assist the Compensation Committee in discharging its responsibilities by conducting analysis and providing information and advice on competitive market compensation practices, including market data on executive compensation, our executive compensation program, and compensation trends and developments, and supplying such other information and recommendations as the Compensation Committee may from time to time to request. In 2023, Compensia worked with the Compensation Committee to develop a peer group against which to compare the Company’s 2024 executive compensation program and prepared reports analyzing the Company’s executive compensation program against the competitive market. Compensia reports directly to the Compensation Committee, which retains sole authority to direct the work of and engage Compensia. As noted above, in February 2025, the Compensation Committee, taking into account the various factors prescribed by the NYSE regarding the independence of compensation consultants, reaffirmed the independence of Compensia as a compensation adviser.

  22. Compensation Adjustments and Peer Group Process

    Compensation Adjustments and Peer Group Process We generally review our executive compensation practices on an annual basis over the course of several meetings of the Compensation Committee and the Board. The first step in the process is for the Compensation Committee, with the support of Compensia and management, to review the composition of the peer group. In connection with its analysis of our executive compensation program for 2024, Compensia collected and analyzed compensation data from a comparator group of healthcare equipment, healthcare supplies, healthcare technology, and life sciences tools and services companies approved by the Compensation Committee (the peer group). The companies in the peer group are selected based on various criteria, including revenue and market capitalization. The peer group for 2024 was drawn from healthcare equipment, healthcare supplies, healthcare technology, and life sciences tools and services companies: •with annual revenue generally between $470 million and $2.3 billion; •with market capitalization generally between $3.1 billion and $49.0 billion; and •headquartered in the United States. The companies comprising the 2024 peer group (approved in August 2023), as compared to the 2023 peer group (approved in August 2022), are as follows:

  23. Compensation Adjustments and Peer Group Process

    | 2024 Peer Group | | 2023 Peer Group | | | 10x Genomics | Medpace Holdings | ABIOMED | Lantheus Holdings | | Bio-Techne | Merit Medical Systems | Artivion | Masimo | | CONMED | Neogen | AtriCure | Merit Medical Systems | | Glaukos | QuidelOrtho | CONMED | Neogen | | Globus Medical | Shockwave Medical | Glaukos | Nevro | | Inspire Medical Systems | Sotera Health Company | Globus Medical | NuVasive | | Insulet | Teladoc Health | Inogen | QuidelOrtho | | Integra LifeSciences Holdings | | Insulet | Sotera Health Company | | iRhythm Technologies | | Integer Holdings | Tandem Diabetes Care | | Lantheus Holdings | | Integra LifeSciences Holdings | Teladoc Health | | Masimo | | iRhythm Technologies | Varex Imaging |

  24. Compensation Adjustments and Peer Group Process

    The Compensation Committee reviews and updates the peer group periodically to ensure that the peer group companies satisfy our selection criteria. As a result of such review, the following updates were made to the peer group in 2023: •10x Genomics, Bio-Techne, Inspire Medical Systems, Medpace Holdings, and Shockwave Medical were added based on updated selection criteria, including changes based on our revenue and market capitalization; •ABIOMED was removed due to acquisition activity; and •Artivion, AtriCure, Inogen, Integer Holdings, Nevro, NuVasive, Tandem Diabetes Care, and Varex Imaging were removed based on updated selection criteria, including changes based on our revenue and market capitalization. As of August 2023, as compared to the 2024 peer group, we were at approximately the 35th percentile for revenue for the preceding four quarters and at approximately the 95th percentile for market capitalization. The Compensation Committee uses the competitive market data provided by Compensia as a reference point, but does not believe it necessary at this stage to target any specific percentile or range of percentiles for cash, equity or total compensation for our executive officers relative to the peer group. The Compensation Committee believes the data provided by Compensia provides a useful tool in its deliberations on executive compensation.

  25. Principal Elements of Compensation

    Principal Elements of Compensation The 2024 compensation of our NEOs consisted entirely of base salary, equity awards in the form of grants under the 2023 PSU Program and RSUs with time-based vesting, and the 2024 PSU Program. The mix and amount of compensation elements has been and will continue to be within the discretion and business judgment of the Board and Compensation Committee. The Compensation Committee considered total equity ownership, unvested equity award value, performance and contributions, anticipated levels of responsibility for key corporate objectives, competitive market conditions and other factors, including but not limited to those described above under Role of the Compensation Committee, in making its compensation decisions, with no one factor being determinative, and concluded that an increase to base salary for Mr. Elsesser, the adoption of the 2024 PSU Program, and equity awards in the form of grants under the 2023 PSU Program and RSUs with time-based vesting for certain of our NEOs were warranted in 2024. Base Salary. We provide base salaries to our NEOs to compensate them for services rendered on a day-to-day basis and to provide sufficient fixed cash compensation to allow them to fund their personal and household expenses while remaining focused on their responsibilities to the Company. When setting the base salaries of our NEOs, the Compensation Committee considers the knowledge, skills, responsibilities, experience, performance and potential to contribute to our strategic goals of our NEOs, our overall financial performance, and competitive market data provided by Compensia. The Compensation Committee generally reviews base salary levels on an annual basis and may review them more frequently, for example in connection with a promotion, changes in responsibilities, or general cost of living adjustments. As a result of such reviews, in 2024 the Compensation Committee approved an increase to the base salary of Mr. Elsesser based on his performance, resulting in a base salary of $850,000 per year. Annual Cash Incentive Bonuses. We did not offer short-term cash incentive bonus opportunities to any of our NEOs in 2024. Rather, our Board and Compensation Committee continue to believe that our reliance on base salary and long-term incentive compensation in the form of equity awards adequately facilitates the achievement of our corporate operational goals and aligns each NEO’s interests with long-term stockholder interests. We have granted in the past, and may consider granting in the future, cash signing bonuses to executive officers in connection with their joining Penumbra. Equity Awards. The Compensation Committee grants equity awards from time to time to our employees, including our executive officers, so that their long-term interests are aligned with those of our stockholders, to provide for long-term retention and to incentivize and reward outstanding performance. Equity awards generally take the form of RSUs, although we have granted in the past, and may consider granting in the future, stock options to our executive officers. RSUs allow our executive officers (including our NEOs) to acquire shares of our common stock on vesting. RSUs generally vest in four equal annual installments, subject to continued service through each vesting date. Stock options allow our executive officers (including our NEOs) to purchase shares of our common stock at a price per share equal to the fair market value of our common stock on the date of grant. Our stock options generally vest 25% after one year, and then monthly over the subsequent three-year period as to the remaining shares subject to the options, subject to continued service through each vesting date. Prior to 2023, we did not have an established program of awarding equity grants to our executive officers annually or on any other regular basis. In February 2023, the Compensation Committee adopted the 2023 PSU Program, pursuant to which certain of the Company’s senior employees, including all of our NEOs other than our Chief Executive Officer, were eligible to receive awards of RSUs based on the Company’s achievement against predetermined financial performance targets for revenue and non-GAAP income from operations for the year ended December 31, 2023 as well as individual performance. In February 2024, the Compensation Committee reviewed the Company’s achievement against the performance targets under the 2023 PSU Program and granted RSU awards to each of Ms. Yuen, Ms. Roberts and Mr. Shiu based on such Company performance determinations as well as individual performance. These awards vest in four equal installments, with the first installment vesting on the grant date and the remaining installments vesting annually over the following three years, subject to continued service through each vesting date. Information about these equity awards can be found in the 2024 Grants of Plan-Based Awards Table and the 2024 Outstanding Equity Awards at Fiscal Year-End Table below. In February 2024, the Compensation Committee renewed the performance equity program for 2024 on substantially similar terms as the 2023 PSU Program, other than to modify the non-GAAP income from operations metric to include non-GAAP operating margin and appropriate adjustments to the performance targets. The financial performance metrics for the 2024 PSU Program were revenue and non-GAAP income from operations (including non-GAAP operating margin), which for 2024 is calculated as GAAP income from operations, excluding $5.0 million of one-time expenses in connection with the wind down of the Company’s Immersive Healthcare business, a $76.9 million long-lived asset impairment charge associated with the impairment of assets related to the Company’s Immersive Healthcare business, $4.8 million in non-recurring litigation related expenses, a $5.8 million reduction in revenue resulting from the Italian government’s payback provision pertaining to prior years, and a $4.8 million amortization expense of finite lived intangible assets acquired in connection with the Company’s acquisition of Sixense Enterprises Inc. The Compensation Committee selected revenue and non-GAAP income from operations (including non-GAAP operating margin) as the performance metrics for the 2024 PSU Program to incentivize management to balance revenue growth and operating profitability objectives consistent with our long-term strategic plans. The 2024 PSU Program provided for a 75% weighting of the potential award value based on the Company’s achievement with respect to the revenue metric and a 25% weighting of the potential award value based on the Company’s achievement with respect to the non-GAAP income from operations metric.

  26. Principal Elements of Compensation

    Potential award values under the 2024 PSU Program were based on the Company’s level of achievement against the 2024 PSU Targets as well as the applicable NEO’s salary for 2024. For each performance metric under the 2024 PSU Program, “threshold,” “below plan,” “at plan” and “above plan” performance levels were set based on the Company’s operating plan for 2024, which performance levels were intended to capture the relative difficulty of achievement of that metric. If we did not achieve at least the “threshold” performance level for a given performance metric, no award value would be assigned to such metric. For our NEOs that participated in the 2024 PSU Program, subject to the performance metric weighting discussed above, (a) if we achieved the “below plan” performance level for a given performance metric, such NEOs would be eligible to receive an award with a value equal to 50% of their 2024 salary, (b) if we achieved the “at plan” performance level for a given performance metric, such NEOs would be eligible to receive an award with a value equal to 75% of their 2024 salary, and (c) if we achieved the “above plan” performance level for a given performance metric, such NEOs would be eligible to receive an award with a value equal to 100% of their 2024 salary. In February 2025, the Compensation Committee reviewed the Company’s performance against the 2024 PSU Targets and determined that the Company had achieved 2024 revenue of $1,194.6 million and 2024 non-GAAP income from operations of $106.6 million. Based on such determinations, in February 2025, the Compensation Committee granted, as of February 14, 2025, RSU awards to each of Ms. Yuen, Ms. Roberts and Mr. Shiu based on such Company performance determinations as well as individual performance, with the number of RSUs calculated by multiplying the applicable NEO’s 2024 salary by the weighted average achievement percentages for the performance metrics and dividing such product by $224.74, the closing price of our common stock on March 22, 2024. These awards vest in four equal installments, with the first installment vesting on February 18, 2025 and the remaining installments vesting annually over the following three years on February 15, 2026, 2027 and 2028, subject to continued service through each vesting date. More information about these equity awards can be found in the 2024 Grants of Plan-Based Awards Table below. In February 2025, the Compensation Committee renewed the performance equity program for 2025 on substantially similar terms as the 2024 PSU Program, other than appropriate adjustments to the performance targets. Other than with respect to our performance equity program, we do not have a practice of making equity awards annually or on any other regular basis. Rather, awards are generally granted on joining the Company, when a merit-based award is appropriate, in connection with a promotion or other event, or for retention purposes. In November 2024, the Compensation Committee approved RSU grants to Ms. Yuen, Ms. Roberts and Mr. Shiu that vest in four equal annual installments, subject to continued service through each vesting date, for retention purposes and to reward excellent performance. Information about these equity awards can be found in the 2024 Grants of Plan-Based Awards Table and the 2024 Outstanding Equity Awards at Fiscal Year-End Table below. Perquisites, Retirement and Other Benefits. We generally do not provide perquisites or other personal benefits to our NEOs other than those available to our employees generally. We have established a 401(k) tax-deferred savings plan (the 401(k) plan), which permits participants, including our NEOs, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code). We are responsible for the administrative costs of the 401(k) plan. We also make matching contributions to the 401(k) plan up to specified limits. Mses. Yuen and Roberts and Mr. Shiu participated in the 401(k) plan in 2024. We provide all benefits-eligible U.S. employees, including our NEOs, with life insurance equal to twice their annual salary up to a maximum of $1,000,000, as well as with short- and long-term disability insurance. Our NEOs are eligible to participate in the Company’s health, dental, disability and other insurance plans on the same terms and at the same cost as such plans are available to all of the Company’s full-time employees. The Company does not have or provide any supplemental executive retirement plan or similar plan that provides for specified retirement payments or benefits. Moreover, the Company does not have or provide any defined contribution plan or other plan that provides for the deferral of compensation on a basis that is not tax-qualified. The Board has authorized our Chief Executive Officer to fly on private aircraft at the expense of the Company when traveling on Company-related business to the extent commercial air travel would be impractical. Severance and Change in Control Payments and Benefits. None of our current arrangements with our NEOs provide for severance or change in control-related payments or benefits. None of our NEOs is subject to an arrangement that is not terminable at will by the Company. Equity awards held by our NEOs are subject to the terms of the relevant equity incentive plan and are each governed by an award agreement evidencing such award. The award agreements set forth the terms and conditions of the respective awards and, among other things, describe the effect of various termination events on the vesting of unvested equity awards. All equity awards held by our NEOs provide that all unvested RSUs or options, as applicable, will vest immediately upon a change in control of the Company, subject to continued service through the date of such change in control. No Gross-ups of Parachute Payments and Deferred Compensation. We did not provide any NEO with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2024, and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement.

  27. Compensation Policies and Practices as they relate to Risk Management

    Compensation Policies and Practices as they relate to Risk Management The Compensation Committee has reviewed our compensation-related risks, and has determined that our compensation policies and practices do not encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on the Company. The review conducted by the Compensation Committee focused on the key terms of our compensation programs in 2024, and our plans for such programs in 2025. Among other things, the Compensation Committee focused on whether our compensation programs created incentives for risk-taking behavior and whether existing risk mitigation features and policies were sufficient in light of the overall structure and composition of our compensation policies and programs. Among other things, the Compensation Committee considered the following aspects of our overall compensation policies and programs: •The base salaries we provide to employees are generally high enough to provide our employees with sufficient income so that they are not dependent on bonus or other income to satisfy their basic cost of living. The base salary for each of our NEOs was above the 90th percentile of the Company’s competitive market as of September 2024, other than Mr. Elsesser, whose base salary was below the competitive market 10th percentile. Following a review of Mr. Elsesser’s compensation, in November 2024 the Compensation Committee approved an increase to Mr. Elsesser’s base salary based on his performance to $850,000 per year, which approximated the 30th percentile of the Company’s competitive market as of September 2024. •Generally, only our sales employees receive cash bonuses or other short-term cash incentive opportunities, most often in the form of industry-standard commissions or bonuses. We pay our sales employees a base salary that is sufficient to satisfy their basic cost of living, which we believe provides balanced incentives for performance while not encouraging excessive risk taking to achieve sales-related goals. •Most equity awards granted to non-senior employees have time-based vesting and are not tied to specific performance milestones. In 2021, we converted a portion of our cash bonus program for sales employees to a program providing for equity incentive opportunities in the form of RSUs based on tenure and achievement of sales objectives. Such RSUs vest over a four-year period beginning once tenure or achievement is determined. We plan to continue to provide our sales personnel with appropriate equity incentive opportunities in the future. For 2024, the Compensation Committee adopted a performance equity program for certain senior employees, including all of our NEOs other than our Chief Executive Officer, pursuant to which such employees are eligible to receive RSUs based on the Company’s achievement of certain financial performance targets for 2024 as well as individual performance (for more information about the 2024 PSU Program, see the section above entitled “Principal Elements of Compensation - Equity Awards”). Such RSUs vest over a three-year period beginning once achievement is determined. In February 2025, the Compensation Committee renewed the performance equity program for 2025 on substantially similar terms as the 2024 PSU Program, other than appropriate adjustments to the performance targets. •The risks presented by our incentive compensation programs are mitigated by the fact that (i) the employees participating in such programs are not dependent on income from such programs to satisfy their basic cost of living, (ii) equity incentive compensation program payouts occur over significant periods of time, and (iii) the design and operation of incentive compensation programs in which our executive officers participate, including achievement and payout determinations, are reviewed, overseen and approved by the Compensation Committee.

  28. Accounting Treatment

    Accounting Treatment We account for stock compensation in accordance with the authoritative guidance set forth in FASB ASC 718, Compensation - Stock Compensation, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees (including executive officers) and directors, including stock options and RSUs, over the period during which the award recipient is required to perform services in exchange for the award. For non-performance based awards, the fair value of an award is recognized over the requisite service period (usually the vesting period) on a straight-line basis. For performance-based awards, such as awards granted under our performance equity program, when the performance targets are probable of being achieved, stock-based compensation costs associated with such awards are recognized on a graded vesting basis over the requisite service period. Graded vesting results in more accelerated expense recognition compared to traditional time-based vesting over the same vesting period. Each reporting period, we monitor the probability of achieving the performance targets and may adjust periodic stock-based compensation expense based on our determination of the likelihood of achieving these performance targets and the estimated number of shares or value of common stock that will vest. For stock options, we estimate the fair value of the award using the Black-Scholes option-valuation model. This calculation is performed for accounting purposes and is reported in the compensation tables below.

  29. Policies and Practices on the Timing of Stock Option Grants

    Policies and Practices on the Timing of Stock Option Grants New item 402(x) of Regulation S-K requires us to discuss our policies and practices on the timing of awards of options (or similar awards) in relation to the disclosure of material nonpublic information by us. The Company has no current practice of granting awards of stock options, stock appreciation rights or any similar awards with “option-like” features, and did not grant any such awards in 2023 or 2024. In general, the Compensation Committee or the Equity Award Committee, as applicable, grants equity awards on or around the 15th day of any month in which equity awards are granted. The Company has not timed and does not plan to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  30. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table discloses compensation paid by us to our NEOs during fiscal 2024, 2023 and 2022:

  31. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total | | Adam Elsesser Chief Executive Officer and President | 2024 | $628,846 | − | − | − | − | $1,621 | $630,467 | | | 2023 | $600,000 | − | − | − | − | $1,620 | $601,620 | | | 2022 | $600,000 | − | − | − | − | $1,620 | $601,620 | | Maggie Yuen Chief Financial Officer | 2024 | $700,000 | − | $1,071,099 | − | − | $6,796 | $1,777,895 | | | 2023 | $655,769 | − | − | − | − | $10,274 | $666,043 | | | 2022 | $650,000 | − | $995,955 | − | − | $10,980 | $1,656,935 | | Johanna Roberts Executive Vice President, General Counsel and Secretary | 2024 | $700,000 | − | $1,480,184 | − | − | $6,467 | $2,186,651 | | | 2023 | $655,769 | − | − | − | − | $6,121 | $661,890 | | | 2022 | $650,000 | − | $1,991,909 | − | − | $5,745 | $2,647,654 | | Lambert Shiu Chief Accounting Officer | 2024 | $575,000 | − | $982,239 | − | − | $6,467 | $1,563,706 | | | 2023 | $530,769 | − | − | − | − | $9,170 | $539,939 | | | 2022 | $529,615 | − | $499,096 | − | − | $9,539 | $1,038,250 |

  32. 2024 Summary Compensation Table

    (1) The amounts reported in this column reflect the aggregate grant date fair value of the equity awards granted to our NEOs computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. For the assumptions used in determining these grant date fair values, see Notes 2 and 11 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 18, 2025. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the NEO will perform the requisite service for the award to vest in full. (2) These amounts represent (i) life insurance and short-term and/or long-term disability insurance premium payments for each NEO, (ii) 401(k) matching payments for Mses. Yuen and Roberts and Mr. Shiu, and (iii) a stipend for waiving medical benefits for Mr. Shiu.

  33. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table sets forth certain information regarding the plan-based awards granted during 2024 to our NEOs.

  34. 2024 Grants of Plan-Based Awards Table

    | Name | Estimated Future Payouts Under Incentive Plan Awards(1) | | | Grant Date | Date of Approval | All Other Stock Awards: Number of Shares of Stock or Units(#) | All Other Option Awards: Number of Securities Underlying Options(#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | | | Adam Elsesser | − | − | − | − | − | − | − | − | − | | Maggie Yuen | 390 | 2,340 | 3,120 | − | − | − | − | − | − | | Maggie Yuen | − | − | − | 3/15/24 | 2/16/24 | 2,070 | − | − | $459,851 | | Maggie Yuen | − | − | − | 11/15/24 | 11/15/24 | 2,570 | − | − | $611,249 | | Johanna Roberts | 390 | 2,340 | 3,120 | − | − | − | − | − | − | | Johanna Roberts | − | − | − | 3/15/24 | 2/16/24 | 2,070 | − | − | $459,851 | | Johanna Roberts | − | − | − | 11/15/24 | 11/15/24 | 4,290 | − | − | $1,020,334 | | Lambert Shiu | 320 | 1,920 | 2,560 | − | − | − | − | − | − | | Lambert Shiu | − | − | − | 3/15/24 | 2/16/24 | 1,670 | − | − | $370,991 | | Lambert Shiu | − | − | − | 11/15/24 | 11/15/24 | 2,570 | − | − | $611,249 |

  35. 2024 Grants of Plan-Based Awards Table

    (1) Represents possible awards under the 2024 PSU Program based on the Company’s achievement against predetermined financial performance targets for revenue and non-GAAP income from operations (calculated as GAAP income from operations, excluding $5.0 million of one-time expenses in connection with the wind down of the Company’s Immersive Healthcare business, a $76.9 million long-lived asset impairment charge associated with the impairment of assets related to the Company’s Immersive Healthcare business, $4.8 million in non-recurring litigation related expenses, a $5.8 million reduction in revenue resulting from the Italian government’s payback provision pertaining to prior years, and a $4.8 million amortization expense of finite lived intangible assets acquired in connection with the Company’s acquisition of Sixense Enterprises Inc.), including non-GAAP operating margin, for the year ended December 31, 2024, weighted 75% based on the Company’s revenue achievement and 25% based on the Company’s non-GAAP income from operations metric achievement, as well as individual performance. Potential award values are based on the Company’s level of achievement against the 2024 PSU Targets as well as the applicable NEO’s salary for 2024. Subject to the performance metric weighting discussed above, if we achieved the “below plan” performance level for a given performance metric, such NEO would be eligible to receive an award with a value equal to 50% of his or her 2024 salary, (b) if we achieved the “at plan” performance level for a given performance metric, such NEO would be eligible to receive an award with a value equal to 75% of his or her 2024 salary, and (c) if we achieved the “above plan” performance level for a given performance metric, such NEO would be eligible to receive an award with a value equal to 100% of his or her 2024 salary. In February 2025, the Compensation Committee reviewed the Company’s performance against the 2024 PSU Targets and determined that the Company had achieved 2024 revenue of $1,194.6 million and 2024 non-GAAP income from operations of $106.6 million. Based on such determinations, as well as taking into account a one-time $33.4 million inventory impairment charge to cost of revenue in connection with the impairment of the Company’s Immersive Healthcare asset group during the three months ended June 30, 2024, in February 2025, the Compensation Committee granted, as of February 14, 2025, RSU awards to each of Ms. Yuen, Ms. Roberts and Mr. Shiu based on such performance determinations as well as individual performance, with the number of RSUs calculated by multiplying the applicable NEO’s 2024 salary by the weighted average achievement percentages for the performance metrics and dividing such product by $224.74, the closing price of our common stock on March 22, 2024, resulting in awards of 780, 780 and 640 RSUs to Ms. Yuen, Ms. Roberts and Mr. Shiu, respectively. These awards vest in four equal installments, with the first installment vesting on February 18, 2025 and the remaining installments vesting annually over the following three years on February 15, 2026, 2027 and 2028, subject to continued service through each vesting date. More information about the 2024 PSU Program can be found in the section above entitled “Executive Compensation—Compensation Discussion and Analysis”. The number of RSUs granted to our NEOs is determined by the Compensation Committee. Please see the section above entitled “Executive Compensation—Compensation Discussion and Analysis” for additional information regarding grant practices. Except as noted in the section above entitled “Executive Compensation—Compensation Discussion and Analysis” or in the 2024 Outstanding Equity Awards at Fiscal Year-End Table below, RSUs vest in four equal annual installments on the anniversary of the grant date, in each case subject to continued service through each vesting date.

  36. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding stock options and RSUs held by our NEOs as of December 31, 2024.

  37. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(8) | | Adam Elsesser | 450,000 | — | 30.00(1) | 9/16/25 | — | — | | Maggie Yuen | 7,900 | — | 158.30(2) | 12/15/29 | 938(3) | 222,756 | | | | | | | 2,225(4) | 528,393 | | | | | | | 1,553(5) | 368,806 | | | | | | | 2,570(6) | 610,324 | | Johanna Roberts | 3,798 | — | 22.04(2) | 8/11/25 | 540(7) | 128,239 | | | | | | | 375(3) | 89,055 | | | | | | | 4,450(4) | 1,056,786 | | | | | | | 1,553(5) | 368,806 | | | | | | | 4,290(6) | 1,018,789 | | Lambert Shiu | 13,725 | — | 22.04(2) | 8/11/25 | 938(3) | 222,756 | | | | | | | 1,115(4) | 264,790 | | | | | | | 1,253(5) | 297,562 | | | | | | | 2,570(6) | 610,324 |

  38. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    (1) Represents the initial public offering price of the Company’s common stock as set forth in the final prospectus with respect to the Company’s Registration Statement on Form S-1 (No. 333-206412). (2) Represents an amount determined by the Board to be not less than the fair market value of a share of the Company’s common stock on the grant date. (3) RSUs were granted under the 2014 Equity Incentive Plan and will vest in full on November 15, 2025, subject to the applicable NEO’s continued service through such vesting date. In the event of a Change in Control, as defined in the 2014 Equity Incentive Plan, the RSUs will fully vest, subject to the applicable NEO continuing to provide services to us through the occurrence of the Change in Control, as described in further detail below under “Potential Payments upon Termination or Change in Control.” (4) RSUs were granted under the 2014 Equity Incentive Plan and will vest with respect to one-half of the shares subject to the RSUs on each of December 15, 2025 and 2026, subject to the applicable NEO’s continued service through each applicable vesting date. In the event of a Change in Control, as defined in the 2014 Equity Incentive Plan, the RSUs will fully vest, subject to the applicable NEO continuing to provide services to us through the occurrence of the Change in Control, as described in further detail below under “Potential Payments upon Termination or Change in Control.” (5) RSUs were granted under the 2014 Equity Incentive Plan and will vest with respect to one-third of the shares subject to the RSUs on each of March 15, 2025, 2026 and 2027, subject to the applicable NEO’s continued service through each applicable vesting date. In the event of a Change in Control, as defined in the 2014 Equity Incentive Plan, the RSUs will fully vest, subject to the applicable NEO continuing to provide services to us through the occurrence of the Change in Control, as described in further detail below under “Potential Payments upon Termination or Change in Control.” (6) RSUs were granted under the 2014 Equity Incentive Plan and will vest with respect to one-fourth of the shares subject to the RSUs on each of November 15, 2025, 2026, 2027 and 2028, subject to the applicable NEO’s continued service through each applicable vesting date. In the event of a Change in Control, as defined in the 2014 Equity Incentive Plan, the RSUs will fully vest, subject to the applicable NEO continuing to provide services to us through the occurrence of the Change in Control, as described in further detail below under “Potential Payments upon Termination or Change in Control.” (7) RSUs were granted under the 2014 Equity Incentive Plan and will vest in full on April 15, 2025, subject to Ms. Roberts’ continued service through such vesting date. In the event of a Change in Control, as defined in the 2014 Equity Incentive Plan, the RSUs will fully vest, subject to Ms. Roberts continuing to provide services to us through the occurrence of the Change in Control, as described in further detail below under “Potential Payments upon Termination or Change in Control.” (8) Calculated by multiplying the number of RSUs that had not vested as of December 31, 2024 by $237.48, the closing price of our common stock as reported by the NYSE on December 31, 2024.

  39. 2024 Options Exercised and Stock Vested Table

    2024 Options Exercised and Stock Vested Table The following table sets forth the number and value of options exercised and stock awards that vested in 2024 for each of our NEOs.

  40. Options Exercised and Stock Vested

    Options Exercised and Stock Vested

  41. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Adam Elsesser | 5,000 | 1,208,500 | — | — | | Maggie Yuen | — | — | 2,567 | 611,005 | | Johanna Roberts | 1,350 | 294,975 | 3,657 | 863,893 | | Lambert Shiu | 5,250 | 1,222,620 | 1,912 | 452,510 |

  42. Options Exercised and Stock Vested

    (1) The value realized on exercise of stock options is calculated as the excess of the closing price of our common stock as reported by the NYSE on the exercise date (or the most recent closing price in the event the exercise date falls on a non-trading day) over the exercise price of the stock options, multiplied by the number of shares acquired. (2) The value realized on vesting of stock awards is calculated as the product of the closing price of our common stock as reported by the NYSE on the vesting date (or the most recent closing price in the event the vesting date falls on a non-trading day), multiplied by the number of shares vested.

  43. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  44. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.

  45. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control None of our employment arrangements with our NEOs provide for severance or change in control-related payments or benefits. All of our employment arrangements with our NEOs are terminable at will by the Company. All equity awards held by our NEOs provide that all unvested RSUs or options, as applicable, will vest immediately upon a change in control of the Company, subject to the award recipient’s continued service through the date of such change in control. The table below sets forth the intrinsic value, as of December 31, 2024, the final trading day of fiscal 2024, of the unvested equity awards held by our NEOs which would accelerate under the circumstances described in the preceding paragraph. The actual amounts of payments that would be provided can only be determined at the time of the change in control of the Company. Per SEC rules, the intrinsic value of accelerated stock options shown in the table below is the difference between $237.48, the closing price of our common stock as reported by the NYSE on December 31, 2024, and the exercise prices of the accelerated options, if less than $237.48, multiplied by the number of shares of common stock underlying the accelerated options. The intrinsic value of accelerated RSUs is calculated as the number of shares of common stock underlying the accelerated RSUs multiplied by $237.48.

  46. Potential Payments Upon Termination or Change in Control

    | Name | Intrinsic Value of Unvested Equity Awards ($) | | Adam Elsesser | — | | Maggie Yuen | 1,730,279 | | Johanna Roberts | 2,661,675 | | Lambert Shiu | 1,395,432 |

  47. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the following presents information regarding the relationship of the median of the annual total compensation of our employees, other than our Chief Executive Officer, to the annual total compensation of our Chief Executive Officer, Mr. Elsesser. We identified the median employee for our 2023 pay ratio analysis using the following methodology: •We selected December 16, 2023 as the date on which to determine our median employee (the Determination Date). As of the Determination Date, we employed approximately 4,200 individuals. This population consisted of full-time, part-time, and temporary employees located in the United States and foreign countries in North America, South America, Asia, Australia and Europe. •To identify the median employee from our employee population, we compared the amount of salary, wages and benefits of all of our employees who were employed as of the Determination Date, excluding Mr. Elsesser and certain temporary employees for whom we do not determine or have access to their rate of pay and/or overall pay in 2023, as reflected in (i) Box 1 of Form W-2 for 2023 (for our U.S.-based employees) and (ii) information gathered from our 2023 payroll reports from our payroll providers (for our international employees). •We did not annualize compensation for employees that were not employed for the full year of 2023 and did not make any cost-of-living adjustments in identifying the median employee. Employee pay rates in foreign currencies were converted to U.S. Dollars using relevant exchange rates on December 31, 2023. Using this methodology, we determined that our median employee was a full-time hourly employee working in our manufacturing facilities at our campus in Alameda, California. SEC rules permit us to identify the median employee only once every three years, unless there have been changes in our employee population or employee compensation arrangements that we believe would result in a significant change in our pay ratio disclosure. There has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. As a result, we decided to use the same median employee that we identified for our 2023 pay ratio disclosure. In determining our 2024 pay ratio, we combined all elements of our median employee’s compensation for 2024 using the same methodology that we used for calculating Mr. Elsesser’s total compensation shown in the 2024 Summary Compensation Table, resulting in annual total compensation of $72,771. Mr. Elsesser’s annual total compensation, as reported in the 2024 Summary Compensation Table, was $630,467. Based on this information, the ratio of the annual total compensation of Mr. Elsesser to the annual total compensation of our median employee was approximately 9 to 1 for 2024. We believe that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  48. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth certain information regarding the compensation provided to our Chief Executive Officer and our other NEOs and certain measures of Company performance for fiscal 2024, 2023, 2022, 2021 and 2020, including revenue, which is our “Company-Selected Measure” for 2024. Please read the section above entitled “Executive Compensation—Compensation Discussion and Analysis” for information regarding the decisions made by our Compensation Committee in regard to NEO compensation.

  49. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income (in thousands) | Revenue (in thousands)(6) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | | | 2020 | $219,031 | $219,031 | $475,767 | $579,703 | $106.53 | $132.91 | $(15,702) | $560,412 | | 2021 | $497,789 | $497,789 | $1,308,783 | $1,967,061 | $174.91 | $136.96 | $5,284 | $747,590 | | 2022 | $601,620 | $601,620 | $1,780,946 | $1,057,419 | $135.42 | $104.99 | $(2,002) | $847,133 | | 2023 | $601,620 | $601,620 | $622,624 | $978,020 | $153.13 | $98.45 | $90,954 | $1,058,522 | | 2024 | $630,467 | $630,467 | $1,842,751 | $1,788,811 | $144.57 | $103.45 | $14,012 | $1,194,615 |

  50. Pay Versus Performance Table

    (1) The Principal Executive Officer (PEO) in fiscal 2024, 2023, 2022, 2021 and 2020 is Adam Elsesser. No adjustments were required to be made to the Summary Compensation Table amounts for Mr. Elsesser for any of the fiscal years presented because Mr. Elsesser’s compensation for each year consisted solely of base salary and life insurance and short-term and long-term disability insurance premium payments. (2) The NEOs included in the calculation of average non-PEO NEO compensation in fiscal 2020 and 2021 are Maggie Yuen, Johanna Roberts, Lynn Rothman and Lambert Shiu, and the NEOs included in the calculation of average non-PEO NEO compensation in fiscal 2022, 2023 and 2024 are Maggie Yuen, Johanna Roberts and Lambert Shiu. (3) Adjustments to the compensation actually paid to our non-PEO NEOs reflect the fair values of RSUs and stock options at the required measurement dates, consistent with the approach used to value equity awards at the grant date as described in Notes 2 and 11 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 18, 2025, except that these calculations do not give effect to any estimate of forfeitures related to service-based vesting, but assume that the NEO will perform the requisite service for the award to vest in full. Changes to RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year RSU grants) are based on the closing price of our common stock as reported by the NYSE at the respective measurement dates. Changes to stock option fair values are based on the closing price of our common stock as reported by the NYSE at the respective measurement dates, in addition to updated expected option term, implied volatility of our common stock over the updated expected option term, and risk-free rate assumptions. For all fiscal years presented, the meaningful increases or decreases in stock option fair value at the respective measurement dates from the fair value on the grant date were primarily driven by changes in the stock price. (4) SEC rules require certain adjustments to the Summary Compensation Table total compensation to determine the Compensation Actually Paid (CAP) as reported in the Pay Versus Performance Table. In general, CAP reflects changes in the fair value of outstanding equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date), as well as adjustments related to benefits under defined benefit or actuarial pension plans. There were no adjustments related to benefits under defined benefit or actuarial pension plans for any of our NEOs, as we do not maintain any such plans. There were also no adjustments made with respect to equity awards granted in a prior year that failed to meet vesting conditions in 2024, or dividends or other earnings paid on equity awards not included in another component of the Summary Compensation Table total compensation, since there were no such equity awards or earnings in 2024. The following table sets forth the adjustments to the Summary Compensation Table total compensation to determine the CAP to our non-PEO NEOs for the fiscal year ended December 31, 2024:

  51. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Subtract grant date fair value of stock awards granted during the fiscal year | Add year-end value of outstanding and unvested stock awards granted during the fiscal year | Add value of vested stock awards granted during the fiscal year | Add change in value of outstanding and unvested stock awards granted in prior years | Add change in value of vested stock awards granted in prior years | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $1,842,751 | $1,177,841 | $1,091,537 | $107,447 | $(49,590) | $(25,492) | $1,788,811 |

  52. Pay Versus Performance Table

    (5) The peer group used for Total Shareholder Return is the S&P Healthcare Equipment Index. (6) Prior to 2023, the Company did not use any financial performance measures to link compensation actually paid to our NEOs to Company performance. In February 2023, the Compensation Committee adopted the 2023 PSU Program, pursuant to which certain of the Company’s senior employees, including all of our NEOs other than our Chief Executive Officer, were eligible to receive awards of RSUs based on the Company’s achievement against predetermined financial performance targets for revenue and non-GAAP income from operations for the year ended December 31, 2023, weighted 75% based on the Company’s revenue achievement and 25% based on the Company’s non-GAAP income from operations metric achievement, as well as individual performance. In February 2024, the Compensation Committee renewed the performance equity program for 2024 on substantially similar terms as the 2023 PSU Program, other than to modify the non-GAAP income from operations metric to include non-GAAP operating margin and appropriate adjustments to the performance targets. Based on such performance metrics, targets and weighting, in the Company’s assessment, revenue represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link the CAP to the Company’s NEOs, for the year ended December 31, 2024, to Company performance.

  53. Narrative to Pay versus Performance Table

    Narrative to Pay versus Performance Table

  54. BOARD OF DIRECTORS

    BOARD OF DIRECTORS (A) Power of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. (B) Number of Directors. The number of directors which shall constitute the Board of Directors shall, as of the date this Certificate of Incorporation becomes effective, be seven and, thereafter, shall be fixed exclusively by one or more resolutions adopted from time to time solely by the affirmative vote of a majority of the Board of Directors. (C) Election of Directors. (1) Prior to the 2026 annual meeting of stockholders, the directors shall be divided into three classes, designated Class I, Class II and Class III, as nearly equal in number as possible, each of which shall serve for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. Commencing with the 2026 annual meeting of stockholders, each class of directors whose term shall expire at such annual meeting of stockholders shall be elected to hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. Commencing with the 2028 annual meeting of stockholders, the directors shall no longer be divided into classes. (2) There shall be no cumulative voting in the election of directors. Election of directors need not be by written ballot unless the Bylaws so provide. (D) Vacancies. Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors shall, except as otherwise required by law, be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director. Any director elected in accordance with the preceding sentence shall, if elected to fill a vacancy not created by a newly created directorship, be elected to serve for the remainder of the term of the director being replaced and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. Prior to the 2026 annual meeting of stockholders, any director elected to fill a vacancy created by a newly created directorship shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected. Commencing with the 2026 annual meeting of stockholders, any director elected to fill a vacancy created by a newly created directorship shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. In no event will a decrease in the number of directors shorten the term of any incumbent director. (E) Removal. No director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class. ARTICLE VII.