DEF 14A of SI-BONE, Inc.
Filed Apr 25, 2025 · FY20240001459839-25-000048
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 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. Our Board of Directors currently has nine members. There are three directors in Class I, the class the term of which expires in 2025: Timothy E. Davis, Jr., Laura A. Francis, and Jeryl L. Hilleman. Each is currently a member of our Board of Directors. Mr. Davis, Ms. Francis, and Ms. Hilleman have been nominated for re-election as a director at the Annual Meeting. If elected at the Annual Meeting, each of the nominees would serve until the 2028 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Seven of our current directors attended our 2024 annual meeting of stockholders; two did not — Mr. Davis was unable to attend and Mr. Wolf was not yet a member of our Board of Directors. Mr. Davis, Ms. Francis, and Ms. Hilleman were previously elected by our stockholders. The following table presents, for the Class I nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their independence and position or office held, as well as their age as of March 31, 2025:
Election of Directors
| Name | Age | Position | Class | | Timothy E. Davis, Jr. | 55 | Lead Independent Director | I | | Laura A. Francis | 58 | CEO | I | | Jeryl L. Hilleman | 67 | Director | I | | Jeffrey W. Dunn | 70 | Chairperson | II | | John G. Freund, M.D. | 71 | Director | II | | Gregory K. Hinckley | 78 | Director | II | | Mika Nishimura | 61 | Director | III | | Thomas A. West | 61 | Director | III | | Daniel W. Wolf | 41 | Director | III |
Election of Directors
The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.
Election of Directors
| SI-BONE, Inc. | 7 | 2025 Proxy Statement |
Election of Directors
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING Timothy E. Davis, Jr. Lead Independent Director | Age: 55 | Director Since: 2008 Timothy E. Davis, Jr. has served as a member of our Board of Directors since our inception in April 2008. Mr. Davis has served as President and Chief Executive Officer of BioTissue Holdings Inc., a privately held company focusing on the development and clinical application of human birth tissue-based products for the ocular and surgical clinical markets, since January 2022. From February 2017 through December 2021, Mr. Davis served as President and Chief Executive Officer of Active Implants, LLC, a company that provides orthopedic implant solutions. From January 2014 through September 2015, Mr. Davis served as Chief Executive Officer of MicroPort Orthopedics, Inc., a multinational producer of orthopedic products, following the purchase of Wright Medical Group’s OrthoRecon business in January 2014. From December 2006 to January 2014, Mr. Davis served in a number of executive positions for Wright Medical Technology, Inc., a subsidiary of Wright Medical Group, Inc., including President of the OrthoRecon business. From 2004 to 2006, Mr. Davis was a Partner with MB Venture Partners, LLC, a medical technology and life sciences venture capital firm. From 1997 to 2004, Mr. Davis held various positions, ultimately serving as Vice President, with Vector Fund Management, a healthcare and life sciences focused venture capital fund. Early in his career, Mr. Davis worked in the healthcare management consulting and pharmaceutical industries. Mr. Davis received a B.E. degree in Biomedical Engineering from Vanderbilt University and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University.
Election of Directors
| We believe Mr. Davis’s experience in the industry, his experience in compensation matters, and his knowledge of our company enable him to make valuable contributions to our Board of Directors. |
Laura A. Francis
Laura A. Francis CEO | Age: 58 | Director Since: 2021 Laura A. Francis has served as our Chief Executive Officer and as a member of our Board of Directors since April 2021. Previously, she served as our Chief Operating Officer from July 2019 to April 2021, and as our Chief Financial Officer from May 2015 to April 2021. Prior to joining us, Ms. Francis was the Chief Financial Officer for Auxogyn, Inc., a women’s health company, from December 2012 to September 2014. From September 2004 to December 2012, Ms. Francis served as Vice President of Finance, Chief Financial Officer and Treasurer for Promega Corporation, a life science reagent company. From March 2002 to September 2004, Ms. Francis served as the Chief Financial Officer of Bruker BioSciences Corporation, a public life science instrumentation company. From May 2001 to March 2002, Ms. Francis served as Chief Operating Officer and Chief Financial Officer of Nutra-Park Inc., an agricultural biotechnology company. From April 1999 to May 2001, Ms. Francis was Chief Financial Officer of Hypercosm, Inc., a software company. From October 1995 to April 1999, Ms. Francis was an engagement manager with McKinsey & Company, a consulting firm. Early in her career, Ms. Francis was an audit manager with Coopers & Lybrand, an accounting firm. Ms. Francis received a B.B.A. from the University of Wisconsin and an M.B.A. from Stanford University. She is a Certified Public Accountant (inactive) in the State of California.
Laura A. Francis
| We believe Ms. Francis’s experience in the industry, her role as our Chief Executive Officer, and her knowledge of our company enable her to make valuable contributions to our Board of Directors. |
Jeryl L. Hilleman
Jeryl L. Hilleman Director | Age: 67 | Director Since: 2019 Jeryl L. Hilleman has served as a member of our Board of Directors since December 2019. Ms. Hilleman brings extensive experience in life sciences and served as a public company CFO for close to 20 years. Most recently, from June 2014 to November 2019, Ms. Hilleman served as the Chief Financial Officer for Intersect ENT, Inc., a commercial medical device company. Prior to Intersect ENT, Ms. Hilleman served as Chief Financial Officer of several other public healthcare companies. Ms. Hilleman has served as a member of the board of directors and the chair of the Audit Committee of NovoCure, Limited, a global oncology company, since July 2018 and HilleVax, Inc., a biopharmaceutical company, since March 2021. Ms. Hilleman previously served as a member of the board of directors of Cutera, Inc. from July 2024 to February 2025, Minerva Neurosciences, Inc. from July 2018 to August 2024, Talis Biomedical Corporation from February 2021 to June 2022, and Xenoport, Inc. from January 2005 to July 2016. Ms. Hilleman received a B.A. in History from Brown University and an M.B.A. from the Wharton School at the University of Pennsylvania.
Jeryl L. Hilleman
| We believe Ms. Hilleman’s financial experience, experience with medical device companies, and her knowledge of our company enable her to make valuable contributions to our Board of Directors. |
Jeryl L. Hilleman
| The Board of Directors recommends a vote IN FAVOR of each named nominee. |
Jeryl L. Hilleman
| SI-BONE, Inc. | 8 | 2025 Proxy Statement |
Jeryl L. Hilleman
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
Jeffrey W. Dunn
Jeffrey W. Dunn Chairperson | Age: 70 | Director Since: 2008 Jeffrey W. Dunn has served as our Chairperson since May 2023, as Executive Chairperson since April 2021, and as Chairperson of our Board of Directors, our President, and Chief Executive Officer since our inception in April 2008 until April 2021. Prior to joining us, Mr. Dunn served as Chief Executive Officer of INBONE Technologies, Inc., an ankle replacement and small bone fusion medical device company, from December 2006 to April 2008, until its sale to Wright Medical Technology, Inc. in April 2008. From August 2000 to June 2006, Mr. Dunn was the Chief Executive Officer of Active Decisions, Inc., a software as a service business, until its sale to Knova Software, Inc. From December 1999 to June 2000, Mr. Dunn was the Chief Executive Officer of Velogic, Inc., an internet performance testing software company, until its sale to Keynote Systems Inc. From June 1999 to December 1999, Mr. Dunn was the Chief Executive Officer of EnterpriseLink Inc., a provider of enterprise Internet enablement software, until its sale to Merant, Inc. From November 1994 to June 1998, Mr. Dunn was Chief Executive Officer of Accel Graphics Inc., a 3D graphics system supplier, until its sale to Evans and Sutherland Computer Corporation. During his career, Mr. Dunn held executive positions with Evans and Sutherland, Cygnet Systems, Inc., Avnet, Inc. and Xerox Corporation. Mr. Dunn received a B.A. from Colgate University and an M.B.A. from Babson College.
Jeffrey W. Dunn
| We believe Mr. Dunn’s experience in the industry, his prior role as our President and Chief Executive Officer, and his knowledge of our company enable him to make valuable contributions to our Board of Directors. |
Jeffrey W. Dunn
John G. Freund, M.D. Director | Age: 71 | Director Since: 2013 John G. Freund, M.D., has served as a member of our Board of Directors since January 2013. Dr. Freund founded Skyline Ventures, a venture capital firm, in October 1997 and served as a Managing Director until December 2022. In 2016, Dr. Freund co-founded and was Chief Executive Officer of Arixa Pharmaceuticals, Inc. an antibiotic company, which was acquired by Pfizer in October 2020. Prior to founding Skyline, Dr. Freund served as Managing Director in the private equity group of Chancellor Capital Management, a private capital investment firm. In November 1995, Dr. Freund co-founded Intuitive Surgical, Inc., a medical device company, and served on its board of directors until March 2000. From 1988 to 1994, he held various positions at Acuson Corporation, a maker of ultrasound equipment that was acquired by Siemens, most recently as Executive Vice President. Prior to joining Acuson, Dr. Freund was a general partner of Morgan Stanley Venture Partners from 1987 to 1988. From 1982 to 1988, Dr. Freund was at Morgan Stanley & Co., an investment banking company, where he co-founded the Healthcare Group in the Corporate Finance Department in 1983. Dr. Freund has served on the board of directors of both Collegium Pharmaceuticals, Inc., a biotechnology company, and Sutro Biopharma, Inc., a biotechnology company, since 2014. Dr. Freund also serves on the board of directors of a number of U.S. registered investment funds managed by affiliates of the Capital Group, Inc. He also previously served on the board of directors of a number of publicly traded companies, including Tetraphase Pharmaceuticals, Inc., a biopharmaceutical company, Map Pharmaceuticals, Inc., a biopharmaceutical company, MAKO Surgical Corp., a medical device company, Proteon Therapeutics, Inc., a biotechnology company, Concert Pharmaceuticals, Inc., a biopharmaceutical company and XenoPort, Inc., a biopharmaceutical company, where he served as Chairman. Dr. Freund is a member of the Advisory Board for the Harvard Business School Healthcare Initiative. Dr. Freund received a B.A. in History from Harvard College, an M.D. from Harvard Medical School, and an M.B.A. from Harvard Business School, where he was a Baker Scholar.
Jeffrey W. Dunn
| We believe Dr. Freund’s experience with medical device companies, his role in the venture capital industry, and his knowledge of our company enable him to make valuable contributions to our Board of Directors. |
Gregory K. Hinckley
Gregory K. Hinckley Director | Age: 78 | Director Since: 2011 Gregory K. Hinckley has served as a member of our Board of Directors since January 2011. Mr. Hinckley served as President of Mentor Graphics Corporation, an electronic design automation company, from November 2000 until his retirement in July 2017,and served on the board of directors from January 1999 to June 2016. From January 1997 to November 2000, he served as Executive Vice President. He has also served as the Chief Financial Officer of Mentor Graphics, first from January 1997 to July 2007 and again from December 2008 to July 2017. Previously, he served on the board of directors of Super Micro Computer, Inc., a manufacturer of servers, from January 2009 to February 2015; Intermec, Inc., a developer of automated identification and data collection solutions, from July 2004 to September 2013; and Amkor Technology, a semiconductor test and assembly company, from November 1997 to July 2007. From August 1992 to January 1997, Mr. Hinckley served as Senior Vice President, Finance of VLSI Technology, Inc., a designer and manufacturer of custom and semi-custom integrated circuits. From January 1989 to November 1991, he served as Senior Vice President and Chief Financial Officer of Crowley Maritime Corporation, a marine solutions, transportation, and logistics company. From February 1983 to January 1989, Mr. Hinckley served as Vice President and Chief Financial Officer, and since April 2017, Mr. Hinckley has served on the board of directors of Bio-Rad Laboratories, a manufacturer and supplier of products and systems for the life science research and healthcare markets. Previously, Mr. Hinckley held a number of senior officer positions with Raychem Corporation, a developer of products and services for the aerospace, automotive and telecommunications industries. Mr. Hinckley received a B.A. in Physics and Mathematics from Claremont McKenna College and was a Fulbright Scholar in applied mathematics at Nottingham University. He received an M.S.in Applied Physics from the University of California, San Diego and an M.B.A. from Harvard Business School.
Gregory K. Hinckley
| We believe Mr. Hinckley’s financial experience, his familiarity of serving on the boards of public companies, and his knowledge of our company enable him to make valuable contributions to our Board of Directors. |
Gregory K. Hinckley
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
Mika Nishimura
Mika Nishimura Director | Age: 61 | Director Since: 2021 Mika Nishimura has served as a member of our Board of Directors since March 2021. Since 2011, Ms. Nishimura has served as an Operational Partner with Gilde Healthcare Partners, a life-science venture fund. Ms. Nishimura has served as a board member and the chair of the Nominating and Corporate Governance Committee for Accuray, Incorporated, a radiation therapy company since August 2021, and has served as a board advisor to Tristel, plc, a UK-based company since January 2021. Since June 2022, Ms. Nishimura has served as a member of the board of directors and the Audit, Compensation, and Nominating committees, and is the chair of the Healthcare Compliance Committee of HOYA Corporation. From 2016 to April 2020, Ms. Nishimura was Vice President, Commercialization at nVision Medical Corporation, an early clinical-stage company focused on early detection of ovarian cancer acquired by Boston Scientific. From 2011 to 2015, Ms. Nishimura was Vice President, Commercial Development at Auxogyn, which was acquired by Progyny, Inc. in 2015. Earlier in her career, Ms. Nishimura was Vice President, International Sales Operations and Marketing at ev3 Inc. Ms. Nishimura has a BA in Economics from Yale University and an MBA from Harvard Graduate School of Business Administration.
Mika Nishimura
| We believe that Ms. Nishimura’s experience working for medical device companies across multiple phases of commercialization will enable her to make valuable contributions to our Board of Directors. |
Thomas A. West
Thomas A. West Director | Age: 61 | Director Since: 2024 Thomas A. West has served as a member of our Board of Directors since June 2024. Mr. West is the President, Chief Executive Officer and a member of the Board of Directors of Nalu Medical, Inc., a privately held medical device company focused on developing and commercializing innovative and minimally invasive neurostimulation solutions for chronic intractable pain. He has led Nalu since August 2022. Before joining Nalu, from 2019 to 2022, Mr. West served as President, Chief Executive Officer and Director at Intersect ENT, Inc., a medical device company in the sinus surgery space, that was acquired by Medtronic in May 2022. Prior to Intersect, Mr. West served as Worldwide President, Diagnostic Solutions at Hologic, Inc., a medical technology company, from 2015 to 2019. Mr. West began his healthcare career at Johnson & Johnson, where he assumed roles of increasing responsibility over a twenty-three-year tenure including Worldwide President of Strategy and Business Development for the Johnson & Johnson Family of Diabetes Solutions Companies, Division President of LifeScan North America and Division President of LifeScan Europe, Middle East and Africa. Mr. West previously served as a member of the Board of Director at Inogen, Inc., a medical device company in the respiratory field, and Orthofix Medical, Inc., a medical device company in the orthopedics and spine space. He has also previously served as a member of the Board of Directors of the medical technology trade associations, AdvaMed, and Biocom California. Mr. West received a B.A. in Politics and Economics from Princeton University and an MBA from the University of Pennsylvania, Wharton School.
Thomas A. West
| We believe that Mr. West’s extensive experience in the medical device industry will enable him to make valuable contributions to our Board of Directors. |
Daniel W. Wolf
Daniel W. Wolf Director | Age: 41 | Director Since: 2024 Daniel W. Wolf has served as a member of our Board of Directors since August 2024. Since April 2025, Mr. Wolf has served as Chief Financial Officer of Theradaptive, Inc., a company developing next generation biologics to facilitate bone healing and re-growth. Since 2024, Mr. Wolf has also served as Chief Executive Officer and founder of Wolf Rock Capital, a corporate development consulting firm for healthcare companies. From 2022 to 2024, Mr. Wolf served as Senior Vice President, Chief Strategy and M&A Officer at Baxter International Inc., a multinational healthcare company. From July 2010 to August 2022, Mr. Wolf served in various leadership roles with Medtronic plc., a medical device company, including in strategy, business development and healthcare economics, as well as in corporate development and national and strategic accounts. Mr. Wolf began his career as a healthcare investment banking analyst at Piper Jaffray Companies (now known as Piper Sandler Companies), an investment bank and institutional securities firm. Mr. Wolf received his bachelor's degree in economics, with a minor in mathematics, from Bowdoin College, a master's degree in business administration from the Harvard Business School and a master’s degree in health sciences & technology from Massachusetts Institute of Technology.
Daniel W. Wolf
| We believe Mr. Wolf's strategic experience, experience with medical device companies, and his knowledge of our company enable him to make valuable contributions to our Board of Directors. |
Daniel W. Wolf
Each of our directors, other than Mr. Dunn and Ms. Francis, is independent as defined under the Nasdaq Global Market listing standards. See “Independence of the Board of Directors” immediately below.
Daniel W. Wolf
| SI-BONE, Inc. | 9 | 2025 Proxy Statement |
Information Regarding the Board of Directors and Corporate Governance
Information Regarding the Board of Directors and Corporate Governance FAMILY RELATIONSHIPS There are no family relationships among the directors and executive officers. INDEPENDENCE OF THE BOARD OF DIRECTORS As required under the Nasdaq Global Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. The Board of Directors consults with SI-BONE’s counsel to ensure that the Board of Directors’ determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and SI-BONE, its senior management and its independent auditors, the Board of Directors has affirmatively determined that (1) the following seven current directors are independent directors within the meaning of the applicable Nasdaq listing standards: Mr. Davis, Dr. Freund, Ms. Hilleman, Mr. Hinckley, Ms. Nishimura, Mr. West, and Mr. Wolf, and (ii) the following nominees for director are each an independent director within the meaning of the applicable Nasdaq listing standards: Mr. Davis and Ms. Hilleman. In making this determination, the Board of Directors found that none of the directors or nominees for director other than Mr. Dunn and Ms. Francis had a material or other disqualifying relationship with SI-BONE and that each of these directors is “independent” as that term is defined under the rules of the Nasdaq Global Market. Mr. Dunn is not independent given his position as our former President and Chief Executive Officer, and Ms. Francis is not independent given her position as our Chief Executive Officer. Accordingly, a majority of our directors are independent, as required under applicable Nasdaq listing rules. TERM OF SERVICE OF DIRECTORS As described in Proposal No. 1 above, our directors serve for staggered three-year terms. We believe that a classified board, with a supermajority vote of our stockholders required to amend our certificate of incorporation and bylaws and thereby change this structure and/or to take other significant stockholder actions, is in the best long-term interest of our stockholders because it improves board stability and encourages long-term planning. These governance structures are also shared among a majority of our peer companies, including among our compensation peer groups described below. As our company matures, we will continue to evaluate this and other decisions we have made regarding our corporate governance structures. Members of our leadership team hold regular meetings with investors and their governance representatives to discuss their views. While some stockholders have, as a matter of general application, a preference for one-year terms for directors and simple majority voting to amend our certificate of incorporation or bylaws, we have not generally encountered significant or specific objections to the corporate governance decisions we have made. BOARD SKILLS AND ATTRIBUTES The following matrix provides information regarding the members of our Board of Directors, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board of Directors believes are most relevant to our business and industry, and which may vary from year to year. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board of Directors. Currently three of our directors (33%) are women and one of our directors (11%) represents a diverse demographic background.
Information Regarding the Board of Directors and Corporate Governance
| Knowledge, Skills, Experience | Davis | Dunn | Francis | Freund | Hilleman | Hinckley | Nishimura | West | Wolf | | Public Company CEO / CFO Experience | | • | • | | • | • | | • | | | Risk Management / Healthcare Compliance | • | • | • | | • | | • | | | | Human Capital Management | • | • | • | | | • | • | • | | | Medical Device Industry Knowledge | • | • | • | • | | | • | • | • | | Mergers & Acquisitions | • | • | • | • | • | • | • | • | • | | Regulatory and Clinical | • | • | • | | • | | | • | | | Technology / Cyber Security Oversight | | | • | | • | | • | | | | Supply Chain Operations | | | • | | • | | | • | | | Global Business Experience | • | • | • | | • | • | • | • | • |
Information Regarding the Board of Directors and Corporate Governance
BOARD LEADERSHIP STRUCTURE Our Board of Directors is currently chaired by Mr. Dunn. Mr. Dunn served as our Executive Chairperson from April 2021, when he ceased to serve as our Chief Executive Officer, until May 2023, at which time he became non-executive Chairperson of the Board. We believe that the separation of the two roles of Chairperson of the Board and Chief Executive Officer is most beneficial in furthering SI-BONE’s ability to develop and implement strategy. In particular, in making this determination, Mr. Dunn, as our former Chief Executive Officer, will continue to have intimate knowledge of our operations, both historically and currently, which will enable him to continue to act as a bridge between management and the Board. Further, Mr. Dunn serving as Chairperson alleviates the need for Ms. Francis to take on the responsibilities of Chairperson, enabling her to focus on her responsibilities in her role as our Chief Executive Officer. The Board of Directors believes that our stockholders are best served at this time by having a Lead Independent Director who is an integral part of our Board structure and a critical aspect of effective corporate governance. Mr. Davis is our Lead Independent Director. Mr. Davis brings considerable skills and experience, as described above, to the role. We believe as well that Mr. Davis can effectively oversee and drive the activities of the Board, including: •coordinating with the committee chairs regarding meeting agendas and informational requirements; and •performing such other duties as may be necessary from time to time to ensure the effective functioning of the Board. ROLE OF THE BOARD OF DIRECTORS IN RISK OVERSIGHT One of the key functions of our Board of Directors is informed oversight of our risk management process. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. Our Board of Directors administers its oversight function directly as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. For example, our Audit Committee is responsible for overseeing the management of risks associated with our financial reporting, accounting and auditing matters and cybersecurity; our Compensation Committee oversees the management of risks associated with our compensation policies and programs; and our Nominating and Corporate Governance Committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our Board of Directors, director succession planning, development of and reporting on our sustainability program, and oversight of healthcare, regulatory, and fraud and abuse compliance.
Information Regarding the Board of Directors and Corporate Governance
| SI-BONE, Inc. | 10 | 2025 Proxy Statement |
Information Regarding the Board of Directors and Corporate Governance
CYBERSECURITY We recognize the importance of protecting our information technology (“IT”) systems. With this in mind, we have certain IT and cybersecurity measures on both an enterprise level and on an individual employee level. We have in place various types and levels of IT and cybersecurity measures, depending on the nature of the IT system and data, which are aimed at protecting IT systems to help secure long-term value for our shareholders and other stakeholders. By way of example, these measures may include the following: •utilization of detection and protection technologies such as endpoint detection and vulnerability and patch management programs; •ongoing end-user security awareness training; •security metric reporting to senior organizational leaders; and •periodic risk assessments and maturity assessments to gauge current level of operational efficiency and effectiveness. Our Audit Committee and senior management are responsible for overseeing matters relating to our IT and cybersecurity practices and initiatives and our Audit Committee is briefed at least quarterly by our senior management on cybersecurity matters. To assist our executive team and Audit Committee, we have designated specific roles to officers and other employees within our company who are responsible for and directly oversee our cybersecurity efforts. Among the members of our Board of Directors, three have served as Chief Financial Officers having direct oversight of Information Technology / Cybersecurity functions, have developed expertise in this area, and now serve on the audit committees of other companies’ boards exercising cybersecurity oversight as well. MEETINGS OF THE BOARD OF DIRECTORS Our Board of Directors met four times during 2024. Each member of the Board of Directors attended 75% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member. BOARD COMMITTEES AND MEETINGS Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for fiscal year 2024 for each of the Board committees (neither Mr. Dunn nor Ms. Francis has served on any committee to date):
Information Regarding the Board of Directors and Corporate Governance
| Name | Audit | Compensation | Nominating and Corporate Governance | | Timothy E. Davis, Jr. | M | C | | | John G. Freund, M.D. | | | M | | Jeryl L. Hilleman | C | | M | | Gregory K. Hinckley | | M | | | Mika Nishimura | | | C | | Thomas A. West | | M | | | Daniel W. Wolf | M | | | | Total meetings in fiscal year 2024 | 4 | 6 | 4 |
Information Regarding the Board of Directors and Corporate Governance
C - Committee Chairperson M - Member
Information Regarding the Board of Directors and Corporate Governance
| SI-BONE, Inc. | 11 | 2025 Proxy Statement |
Information Regarding the Board of Directors and Corporate Governance
Our Board of Directors has adopted a written charter for each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each of these charters are available to stockholders on SI-BONE’s website at www.si-bone.com. Below is a description of each committee of the Board of Directors. AUDIT COMMITTEE Our Audit Committee currently consists of Mr. Davis, Ms. Hilleman, and Mr. Wolf, each of whom satisfies the independence requirements under the Nasdaq Global Market listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of our Audit Committee is Ms. Hilleman. Our Board has determined that each of Mr. Davis and Ms. Hilleman are “audit committee financial experts” within the meaning of SEC regulations. Our Board has also determined that each member of our Audit Committee has the requisite financial expertise required under the applicable requirements of the Nasdaq Global Market. In arriving at this determination, the Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector. The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include, but are not limited to: •selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; •evaluating the qualifications, independence and performance of the independent registered public accounting firm; •determining the scope of the annual audit and the audit fee; •reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; •considering the adequacy of our internal controls; •developing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; •reviewing related party transactions; •reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and internal controls and the annual audits of our financial statements; •approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm; •reviewing our guidelines and policies with respect to financial and information security risk management; and •reviewing, at least annually, the Audit Committee charter and the committee’s performance. Our Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of SI-BONE’s Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards). COMPENSATION COMMITTEE Our Compensation Committee currently consists of Mr. Davis, Mr. Hinckley, and Mr. West. The chairperson of our Compensation Committee is Mr. Davis. Our Board has determined Mr. Davis, Mr. Hinckley, and Mr. West to be independent under the Nasdaq Global Market listing standards, and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.
Information Regarding the Board of Directors and Corporate Governance
| SI-BONE, Inc. | 12 | 2025 Proxy Statement |
Information Regarding the Board of Directors and Corporate Governance
The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board to oversee our compensation policies, plans, and programs and to review and determine the compensation to be paid to our executive officers, directors, and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include: •reviewing and approving, or in the case of our Chief Executive Officer, recommending that our Board approve, the compensation of our executive officers; •reviewing and recommending to our Board the compensation of our directors; •reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers; •administering our employee stock purchase and equity incentive plans; •selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; •reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management, as appropriate; •reviewing and establishing general policies relating to compensation and benefits of our employees; and •reviewing our overall compensation philosophy.
Pay-for-Performance Alignment
Pay-for-Performance Alignment We believe our executive compensation program is reasonable and competitive, and appropriately balances the goals of attracting, motivating, and retaining a talented leadership team and appropriately rewarding them for their contributions to the business. Our 2024 executive compensation program was heavily weighted towards “at-risk” compensation: •Cash incentive opportunities under the annual bonus plan would have value only to the extent that we achieved certain predetermined financial and operational performance goals; •The value of the PSUs depends on the performance of our total shareholder return relative to that of a group of industry peers over one, two, and three-year performance periods; and •The value of both RSUs and PSUs depends on our success in building and sustaining long-term shareholder value. The following charts illustrate the target pay mix for our Chief Executive Officer and our other Named Executive Officers in 2024:
Governance Policies and Practices
| What We Do | | What We Don’t Do | | | ✓ | Actively engage in year-round dialogue with our stockholders and incorporate feedback into our compensation programs | ✗ | No pension plans or Supplemental Executive Retirement Plans | | ✓ | Significant portion of compensation for Named Executive Officers is “at-risk” based on company performance (financial & stock price) | ✗ | No hedging or pledging of our securities | | ✓ | Provide compensation mix that more heavily weights variable pay and long-term equity | ✗ | No excise tax gross-up upon a change of control | | ✓ | Stock ownership requirements apply to all Named Executive Officers and non-employee directors | ✗ | No significant perquisites to our Named Executive Officers | | ✓ | An independent compensation consultant advises the Compensation Committee | ✗ | No single-trigger equity acceleration or excessive severance benefits | | ✓ | Annually assess the risk-reward balance of our compensation programs in order to mitigate undue risks in our programs | | | | ✓ | Maintain a fully independent Compensation Committee | | | | ✓ | Maintain a clawback policy that provides for the recoupment of incentive compensation in the case of a financial restatement | | | | ✓ | Our Board of Directors maintains a robust succession strategy | | |
Governance Policies and Practices
COMPENSATION PHILOSOPHY AND GUIDING PRINCIPLES We have designed our executive compensation program to reward our Named Executive Officers at a level consistent with our overall strategic and financial performance and to provide remuneration sufficient to attract, retain, and motivate them to exert their best efforts in the highly competitive environment in which we operate. We believe that competitive compensation packages consisting of a combination of base salaries, annual cash bonus opportunities, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period enable us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executive officers with our performance and long-term value creation for our stockholders.
Role of the Compensation Committee
The Compensation Committee did not weight these factors in any predetermined manner, nor did it apply any formulas in making its decisions. The members of the Compensation Committee considered this information in light of their individual experience, knowledge of the company, knowledge of each Named Executive Officer, knowledge of the competitive market, and business judgment. As part of this process, the Compensation Committee also evaluates the performance of our CEO each year and makes all decisions regarding recommending to the Board of Directors her base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. Our CEO is not present during any of the deliberations regarding her compensation, and no Named Executive Officer is present during any deliberations regarding their compensation.
Role of Compensation Consultant
Role of Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determined in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee. In 2024, pursuant to this authority, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the Compensation Committee by Compensia in 2024 were as follows: •Reviewed and updated the compensation peer group; •Provided advice with respect to compensation best practices and market trends; •Conducted an analysis of the levels of overall compensation and each element of compensation for our Named Executive Officers and for the members of our Board of Directors; and •Provided ad hoc advice and support on compensation and governance topics throughout the year.
Role of Compensation Consultant
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Role of Compensation Consultant
Representatives of Compensia attend meetings of the Compensation Committee as requested and also communicate with the Compensation Committee outside of meetings. Compensia reports to the Compensation Committee rather than to management, although Compensia may meet with members of management, including our CEO and members of our executive compensation staff, for purposes of gathering information on proposals that management may make to the Compensation Committee. During 2023, Compensia met with various executive officers to collect data and obtain managements' perspective on various executive compensation proposals. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time. Compensia has not provided any other services to us and has received no compensation other than with respect to the services described above. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of the Nasdaq Stock Market, and has concluded that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee has not raised any conflict of interest.
Competitive Positioning
Competitive Positioning Given our unique business profile, history, and market competitors, the Compensation Committee believes that the competitive market for executive talent includes primarily medical device and equipment companies and, to a lesser extent, the broader healthcare sector. Accordingly, it develops a compensation peer group to contain a carefully selected cross-section of such public companies with revenues and market capitalizations that are similar to ours, using factors described below. The Compensation Committee considers the compensation practices of these peer group companies as one factor in its compensation deliberations. This peer group data is supplemented with executive compensation survey data representing public medical device, technology, and life sciences companies that are of similar size to SI-BONE, as well as market trends and best practices in executive compensation and the judgment of the Compensation Committee members. Other important factors taken into consideration when determining executive pay levels include employee knowledge, skills and experience; individual performance; scope of responsibilities; and any retention concerns.
2024 Compensation Peer Group
2024 Compensation Peer Group In September 2023, the Compensation Committee, with the assistance of Compensia, approved the following target criteria for determining the composition of our peer group for purposes of evaluating the compensation of our Named Executive Officers for 2024. •Revenue: 0.4x to 2.5x our revenue •Market capitalization: 0.25x to 4.0x our market capitalization •Industry: medical device and equipment •Location: public companies headquartered in the United States Accordingly, the following 18 companies were selected by the Compensation Committee as the defined peer group for purposes of 2024 executive compensation decisions:
2024 Compensation Peer Group
| Alphatec Holdings | Nevro | RxSight | | AxoGen | Orthofix Medical | Sight Sciences | | Cerus | OrthoPediatrics | Silk Road Medical | | Cutera | Paragon 28 | STAAR Surgical Company | | Glaukos | PROCEPT BioRobotics | Treace Medical Concepts | | LeMaitre Vascular | Pulmonx | Zynex |
2024 Compensation Peer Group
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2024 Compensation Peer Group
The Compensation Committee reviews the compensation peer group on an annual basis and adjusts the company composition as needed based on the current financial profile and business focus of the included companies relative to SI-BONE. As part of its process for developing our 2024 peer group, the Compensation Committee made the following changes to our 2023 peer group: •Removed Apyx Medical, Conformis, NeuroPace and ViewRay due to their low revenue and/or market capitalization, removed Shockwave Medical due to its increased revenue and market capitalization, and removed SeaSpine Holdings due to its acquisition. •Added Glaukos, Nevro, Orthofix Medical, Paragon 28, PROCEPT BioRobotics, RxSight and STAAR Surgical Company based on the criteria above. COMPENSATION ELEMENTS The three primary elements of our executive compensation programs are: (1) base salary, (2) annual cash bonus opportunities, and (3) long-term incentives in the form of equity awards as described below:
2024 Compensation Peer Group
| Compensation Element | What This Element Rewards | Purpose and Key Features of Element | | Base salary | Individual performance, level of experience, expected future performance and contributions | Provides competitive level of fixed compensation determined by the market value of the position, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position | | Annual cash bonuses | Achievement of pre-established corporate performance objectives for 2024 | Motivates executive officers to achieve or exceed our corporate and financial short-term goals that are aligned with stockholders' interests | | Long-term incentives/equity awards | Achievement of long-term performance objectives designed to enhance stockholder value | Annual equity awards provide a variable “at risk” pay opportunity. RSUs vest over four years and PSUs vest over three years subject to meeting established total shareholder return ("TSR") performance criteria Because the ultimate value of these equity awards is directly related to the market price of our common stock, and the awards are only earned over an extended period of time subject to vesting, they serve to focus management on the creation and maintenance of long-term stockholder value |
2024 Compensation Peer Group
Our Named Executive Officers also participate in the standard employee benefit plans available to most of our employees. In addition, our Named Executive Officers are eligible for modest post-employment (severance and change in control) payments and benefits under certain circumstances. Each of these compensation elements is discussed in detail below, including a description of the particular element, how it fits into our overall executive compensation program, and summary of the amounts of compensation paid to our Named Executive Officers in 2024 under each of these elements.
Annual Cash Bonuses
Annual Cash Bonuses We use annual bonuses to motivate our executive officers, including our Named Executive Officers, to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual bonuses are intended to help us deliver a competitive total direct compensation opportunity to our executive officers. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year. Typically, the Compensation Committee establishes (recommends to our Board of Directors in the case of our CEO) cash bonus opportunities pursuant to a formal cash bonus plan that measures and rewards our executive officers for our actual corporate performance over the fiscal year. The cash bonus plan is designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses (or no bonuses) when we do not achieve these objectives. In January 2024, the Compensation Committee determined to award (recommend to our Board of Directors in the case of our CEO) cash bonus opportunities to our Named Executive Officers, pursuant to the cash bonus plan for 2024. The Compensation Committee has the authority to select the performance measures and related target levels applicable to the annual cash bonus opportunities for our executive officers. The Compensation Committee may also, in its sole discretion, increase, reduce, or eliminate a participant’s actual bonus payment.
Target Bonus Opportunities
Target Bonus Opportunities The 2024 target annual cash bonus opportunities for each of our Named Executive Officers under the 2024 bonus plan, expressed as a percentage of his or her annual base salary, were as follows:
Target Bonus Opportunities
| Named Executive Officer | 2024 Base Salary ($) | 2024 Target Bonus Percentage (%) | Total 2024 Target Bonus Opportunity ($) | | Laura A. Francis | 652,000 | 90 | 586,800 | | Anshul Maheshwari | 457,000(1) | 55 | 251,350(2) | | Anthony J. Recupero | 486,000 | 75 | 364,500 |
Target Bonus Opportunities
1.Mr. Maheshwari received an additional increase of 4.5% in September 2024 to reflect expanded responsibilities. 2.Total 2024 target bonus opportunity based on Mr. Maheshwari’s base salary prior to his expanded responsibilities.
Target Bonus Opportunities
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Target Bonus Opportunities
The target annual cash bonus opportunities of our executive officers, including the Named Executive Officers, were driven entirely by achievement of corporate financial and operational objectives. The Compensation Committee determined this allocation to be appropriate to focus our executive officers on our short-term financial objectives as reflected in our annual operating plan while, at the same time, recognizing their contributions to the achievement of these objectives and the successful execution of their individual roles and responsibilities.
Corporate Performance Objectives
Corporate Performance Objectives For purposes of the 2024 bonus plan, the Compensation Committee selected the following as the corporate performance measures, all of which are measured over the 2024 fiscal year performance period: •Revenue growth, weighted 40%; •Adjusted EBITDA, weighted 25%; •New product milestones ((i) Product 1 First in Patient use ("FIP") (weighted 10%), (ii) Product 2 FIP (weighted 10%), and (iii) Product 3 FIP (weighted 5%)); and •People and culture metrics ((i) Retention Rate and (ii) Engagement Score weighted 10%). The Compensation Committee believed these performance measures were appropriate for our business because they provide a balance between generating revenue, managing our expenses, and growing our business, which it believes most directly influence long-term stockholder value. At the same time, the Compensation Committee established target performance levels for each of these measures at levels that it believed to be challenging, but attainable, through the successful execution of our annual operating plan. The threshold, target, and maximum levels of achievement for each corporate performance measure, with the actual bonus payment with respect to each measure to be determined independently, were as follows. Potential payouts under the plan range from 0% if the threshold performance level is not met, 80% of target at threshold performance, up to 125% for Upper Performance for all metrics other than revenue which is up to 150% at maximum for revenue.
2024 Performance Results and Bonus Decisions
2024 Performance Results and Bonus Decisions In January 2025, the Compensation Committee approved (recommended to our Board of Directors in the case of our CEO) our actual achievement with respect to the corporate performance objectives under the 2024 bonus plan as follows:
2024 Performance Results and Bonus Decisions
| Corporate Performance Measure | Weight (%) | Actual Achievement | Achievement Payout Level (%) | Bonus Contribution (%) | | Revenue growth | 40 | 20.4% | 92 | 36.7 | | Adjusted EBITDA | 25 | ($5.1M) | 124 | 31.1 | | Product 1 FIP | 10 | Apr | 125 | 12.5 | | Product 2 FIP | 10 | Apr | 125 | 12.5 | | Product 3 FIP | 5 | Sept | 125 | 6.3 | | Retention rate | 5 | 92% | 125 | 6.3 | | Engagement score | 5 | 72% | 80 | 4.0 | | | | | Total | 109.4 |
2024 Performance Results and Bonus Decisions
The Compensation Committee determined that, based on our actual performance with respect to each corporate performance measure, the corporate performance objectives had been achieved, in the aggregate, at a level resulting in payout of 109.4% of target. Accordingly, the Compensation Committee (our Board of Directors in the case of our CEO) approved bonus payments as follows for our Named Executive Officers:
2024 Performance Results and Bonus Decisions
| Named Executive Officer | Target Annual Cash Bonus Opportunity ($) | Bonus Achievement Percentage (%) | Actual Annual Cash Bonus Payment ($) | | Laura A. Francis | 586,800 | 109.4 | 641,959 | | Anshul Maheshwari | 255,292(1) | 109.4 | 279,289(2) | | Anthony J. Recupero | 364,500 | 109.4 | 398,763 |
2024 Performance Results and Bonus Decisions
1.Based on the actual salary paid to Mr. Maheshwari in 2024 of $464,167, including the increase of 4.5% approved in September 2024. 2.Actual annual bonus payment reflects the higher salary for Mr. Maheshwari as of September 2024 based on expanded responsibilities. The actual annual cash bonuses paid to our Named Executive Officers for 2024 are also set forth in the “2024 Summary Compensation Table” below.
Long-Term Incentive Compensation
Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to motivate our executive officers, including our Named Executive Officers, by providing them with the opportunity to build an equity interest in the company and to share in the potential appreciation of the value of our common stock. The Compensation Committee views equity awards, whether the awards are subject to time-based vesting requirements or are to be earned based on the attainment of specific performance objectives, as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, the shares of our common stock underlying these awards are ever earned or vested. The Compensation Committee further believes these awards enable us to attract and retain key talent in our industry and align our executive officers’ interests with the long-term interests of our stockholders.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
Generally, in determining the size of the equity awards granted to our executive officers, the Compensation Committee takes into consideration the recommendations of our CEO (except with respect to her own equity awards), and other factors, including the comparative awards granted to similar positions at our peer companies, the performance and expected performance of the executive officer, the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives, overall market data, and information provided by our compensation consultant. The Compensation Committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. In January 2024, the Compensation Committee (our Board of Directors in the case of our CEO) granted equity awards in the form of relative TSR PSU awards and RSU awards to our Named Executive Officers. Further, the Compensation Committee determined Ms. Francis’ 2024 long-term incentive mix would be 50% PSUs and 50% RSUs, and Messrs. Maheshwari and Recupero’s mix would be 25% PSUs and 75% RSUs. The Compensation Committee determined the mix of RSUs and PSUs for each of our Named Executive Officers with reference to market norms and predominant practices among our peer companies. The equity awards granted to our Named Executive Officers in 2024 were as follows:
Long-Term Incentive Compensation
| Named Executive Officer | Number of RSUs (#) | Target Number of Relative TSR PSUs (#) | Total Target Value(1) ($) | | Laura A. Francis | 100,653 | 100,653 | 3,700,000 | | Anshul Maheshwari | 54,026(2) | 17,002 | 1,298,000 | | Anthony J. Recupero | 51,007 | 17,002 | 1,250,000 |
Long-Term Incentive Compensation
1.The amounts reported in this column represent the target value of equity awards made in 2024. The target value assumes the payout of the PSU component at Target or 100%. This differs from the aggregate grant date fair value of awards as computed in accordance with FASB ASC 718 and reported in the “2024 Summary Compensation Table” below. Target values were converted to shares using our 60-trading day average stock price as of December 31, 2024. 2.The RSU award to Mr. Maheshwari is comprised of 51,007 RSUs granted in January 2024 and 3,019 RSUs granted in September 2024 in conjunction with his expanded responsibilities. The PSU awards are designed to be earned based on our TSR as compared to a group of industry peers in equal tranches over one-, two-, and three-year performance periods. In each period, the target performance is the median of the industry peer group. A maximum payout of 200% of target is earned if the company’s performance exceeds the industry group median by 50 percentage points or more; no payout is earned if the company’s performance trails the industry group median by 50 percentage points or more.
Long-Term Incentive Compensation
| Achievement Level | Performance (Points vs. 50th Percentile Company) | Payout (% of Target) | | Maximum | ≥ +50 Points | 200 | | Target | Equal to 50th percentile company | 100 | | Threshold | -50 Points | — |
Long-Term Incentive Compensation
The 2024 PSUs include interim payout opportunities after the end of the first and second years of the three-year performance period. The first interim payout opportunity is capped at one-third of the target level payout for the PSUs, while up to 200% of the target shares associated with the second-year performance period may be earned following that performance period, based on relative TSR performance and continued service through the end of the relevant year. Up to 200% of the total target shares under the whole award may be earned after the conclusion of the three-year performance period based on relative TSR performance through the end of the three-year performance period, less any shares previously earned and paid out for the first and second interim periods.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
The group of relative TSR industry peers was selected using objective criteria determined in advance of the start of the performance period. For the 2024 awards, the Compensation Committee determined to include constituents of the S&P Healthcare Equipment Select Index and other executive compensation peers with market cap between ~0.25x and ~4.0x SI-BONE. The RSU awards granted to our Named Executive Officers in January 2024 were subject to a time-based vesting requirement providing that these awards are to vest quarterly over four years, assuming the continued service of the executive officers on each such vesting date.
Earned PSU Awards
Earned PSU Awards As noted above, the PSUs include an interim payout opportunity after the end of the first and second years of the three-year performance period. Shares associated with the one-year performance period (one-third of total shares) are capped at the target level payout, while shares associated with the two-year performance period (one-third of total shares) may be earned at up to 200% of the target level payout, based on relative TSR performance and continued service through the end of each applicable year. For the first year covered by the 2024 PSUs we underperformed on a TSR basis the median issuer in our designated TSR industry peer group, resulting in payout of 47%. For the second year covered by the 2023 PSUs, we outperformed on a TSR basis the median issuer in our designated TSR industry peer group, resulting in payouts of 139% of target for FY23 Tranche Two. For the third year covered by the 2022 PSUs, we also outperformed on a TSR basis the median issuer in our designated TSR industry peer group, resulting in a 146% payout.
Earned PSU Awards
| Award Tranche | SI-BONE TSR Performance vs. Median | Tranche Payout (% of Target) | | FY24 Tranche 1 | -28 Points | 47 | | FY23 Tranche 2 | +33 Points | 139 | | FY22 Tranche 3 | +33 Points | 146 |
Earned PSU Awards
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Severance and Change in Control Benefits
Severance and Change in Control Benefits Regardless of the manner in which a Named Executive Officer’s service terminates, the Named Executive Officer is entitled to receive amounts earned during his or her term of service, including salary and unused vacation pay. We maintain the SI-BONE, Inc. Severance Benefit Plan (the “Severance Plan”) that provides severance protection to certain Company employees, including each of our Named Executive Officers. The Severance Plan provides for “double trigger” benefits upon involuntary terminations that occur in connection with a change in control and outside of the change-in-control context. Our Compensation Committee periodically reviews the severance and change in control benefits that we provide, including by reference to market data, to ensure that the benefits remain appropriately structured and at reasonable levels. The Compensation Committee believes severance benefits are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. A more detailed description of the Severance Plan and each of our Named Executive Officer’s potential payments and benefits upon a termination or change in control is provided below under “Potential Payments upon Termination or Change in Control.” EMPLOYMENT ARRANGEMENTS We have offer letters with each of our Named Executive Officers. The offer letters generally provide for at-will employment and set forth the executive officer’s initial base salary, eligibility for employee benefits and confirmation of the terms of previously issued equity grants, including in some cases severance benefits on a qualifying termination of employment. In addition, each of our executive officers has executed our standard proprietary information and inventions agreement. Any severance provisions of the Named Executive Officers’ offer letters were superseded by the Severance Plan.
Severance and Change in Control Benefits
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Severance and Change in Control Benefits
OTHER COMPENSATION POLICIES
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC Topic 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.
Thomas A. West
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Total ($) | | Laura A. Francis Chief Executive Officer | 2024 | 652,000 | 5,793,445 | 641,959 | 7,087,404 | | | 2023 | 622,120 | 2,449,257 | 642,494 | 3,713,871 | | | 2022 | 604,000 | 3,785,800 | 504,159 | 4,893,959 | | Anshul Maheshwari Chief Financial Officer | 2024 | 464,167 | 1,726,897 | 279,289 | 2,470,353 | | | 2023 | 439,000 | 1,154,988 | 266,693 | 1,860,681 | | | 2022 | 426,000 | 1,516,636 | 188,249 | 2,130,885 | | Anthony J. Recupero President, Commercial Operations | 2024 | 486,000 | 1,678,774 | 398,763 | 2,563,537 | | | 2023 | 472,000 | 1,154,988 | 430,110 | 2,057,098 | | | 2022 | 458,000 | 1,561,228 | 337,317 | 2,356,545 |
Potential Payments Upon Termination In Connection with a Change in Control
Potential Payments Upon Termination In Connection with a Change in Control Each of our named executive officers is eligible for severance benefits pursuant to the terms of our Severance Benefit Plan, as further described above under "Severance and Change in Control Agreements." The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the named executive officers serving as of December 31, 2024 (the last business day of our fiscal year ended December 31, 2024) using the closing market price of our stock on that date. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits.
Potential Payments Upon Termination In Connection with a Change in Control
| | Involuntary termination that is not a Change in Control Termination | | | | | Change in Control Termination | | | | | | Name | Base Salary ($) | Bonus ($) | Equity Acceleration ($) | Continued Benefits ($) | Total ($) | Base Salary ($) | Bonus ($) | Equity Acceleration ($)(1) | Continued Benefits ($) | Total ($) | | Laura A. Francis | 652,000 | — | — | 23,760 | 675,760 | 978,000 | 880,200 | 7,440,428 | 35,640 | 9,334,268 | | Anshul Maheshwari | 477,565 | — | — | 27,680 | 505,245 | 477,565 | 262,660 | 2,446,602 | 27,680 | 3,214,507 | | Anthony J. Recupero | 486,000 | — | — | 33,591 | 519,591 | 486,000 | 364,500 | 2,325,161 | 33,591 | 3,209,252 |
Potential Payments Upon Termination In Connection with a Change in Control
1.PSU shares calculated based on maximum payout less the accumulated shares distributed up to December 31, 2024. PENSION BENEFITS Our Named Executive Officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2024. NONQUALIFIED DEFERRED COMPENSATION Our Named Executive Officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during 2024. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table shows certain information with respect to all of our equity compensation plans in effect as of December 31, 2024.
Potential Payments Upon Termination In Connection with a Change in Control
| Plan Category | Number of securities to be issued upon exercise of outstanding stock options and awards (a) (#) | Weighted-average exercise price of outstanding stock options and awards (b) ($) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a) (#) | | Equity compensation plans approved by stockholders(1)(2) | 3,536,312 | 3.23 | 7,010,627(3)(4) | | Equity compensation plans not approved by stockholders | — | — | — | | Total | 3,536,312 | | 7,010,627 |
Potential Payments Upon Termination In Connection with a Change in Control
1.The equity compensation plans approved by security holders are described in Note 10 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 2.The weighted-average exercise price includes 2,495,181 shares issuable upon vesting of outstanding awards of restricted stock units and performance-based restricted stock unit awards, which have no exercise price. Excluding these awards of restricted stock units, the weighted-average exercise price would be $10.98. 3.Includes 5,208,332 and 1,802,295 shares of common stock available for issuance under the 2018 Equity Incentive Plan, or the 2018 Plan, and the 2018 Employee Stock Purchase Plan, or the ESPP, respectively, as of December 31, 2024. The shares issuable pursuant to our ESPP are not included in the number of shares to be issued pursuant to rights outstanding and the weighted-average exercise price of such rights as of December 31, 2024, as those numbers are not known. 4.The reserve for shares available under the 2018 Plan automatically increases on January 1st each year, through and including January 1, 2028, in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the preceding fiscal year, or a lesser number of shares as determined by the Board of Directors. The reserve for shares available under the ESPP automatically increases on January 1st of each year through and including January 1, 2028, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on such December 31, (ii) 555,000 shares of common stock, or (iii) a number of shares as determined by the Board prior to the beginning of each year. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY We have adopted a non-employee director compensation policy, pursuant to which our non-employee directors will be eligible to receive cash compensation for service on our Board and committees of our Board. Each non-employee director receives an annual cash retainer of $45,000 for serving on our Board. The chairperson and members of the three committees of our Board are entitled to the following annual cash retainers:
Potential Payments Upon Termination In Connection with a Change in Control
| Board Committee | Chairperson Fee ($) | Member Fee ($) | | Audit Committee | 20,000 | 10,000 | | Compensation Committee | 15,000 | 7,000 | | Nominating and Corporate Governance Committee | 10,000 | 5,000 | | Lead Independent Director | 5,000 | — | | Chair of the Board | 45,000 | — |
Potential Payments Upon Termination In Connection with a Change in Control
All annual cash compensation amounts are payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, pro-rated based on the days served in the applicable fiscal quarter. Each new non-employee director who joins our Board will receive a restricted stock unit award with a value of $250,000. The shares subject to these equity awards will vest ratably over 36 months, subject to the non-employee director’s continuous service with us on each applicable vesting date. In addition, under the policy, on the date of each annual meeting of our stockholders, each continuing non-employee director may receive a restricted stock unit award with a value of $120,000, vesting approximately one year from the grant date, subject to the non-employee director’s continuous service with us on each applicable vesting date. In the event of a change of control (as defined in the 2018 Plan), any unvested shares subject to these equity awards will fully vest and, in the case of stock options become exercisable, immediately prior to the effective date of such change of control, subject to the non-employee director’s continuous service with us on the effective date of the change of control.
Compensation of Executive Chair
| Year | Summary Compensation Table Total for PEO#1(1) ($) | Compensation Actually Paid to PEO#1 ($) | Summary Compensation Table Total for PEO#2(2) ($) | Compensation Actually Paid to PEO#2(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(5) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(7) ($) | Revenue Growth(8) (%) | | | | | | | | | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(6) $ | | | | 2024 | — | — | 7,087,404 | 2,489,030 | 2,516,945 | 951,594 | 65.21 | 140.47 | (30.9) | 20 | | 2023 | — | — | 3,713,871 | 7,085,626 | 1,958,890 | 3,453,403 | 97.63 | 129.40 | (43.3) | 31 | | 2022 | — | — | 4,893,959 | 2,616,198 | 2,243,715 | 1,185,889 | 63.26 | 124.27 | (61.3) | 18 | | 2021 | 4,347,631 | 1,058,832 | 3,430,641 | 2,203,680 | 2,075,023 | 1,418,469 | 103.30 | 153.48 | (56.6) | 23 | | 2020 | 4,218,458 | 5,943,055 | 1,778,752 | 2,534,526 | 1,753,639 | 2,329,418 | 139.07 | 123.22 | (43.7) | 9 |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail above, our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with our performance, not all of those company measures are presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. 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.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR The following graph shows the relationship between compensation actually paid and our TSR and that of our peer group. TSR shows the cumulative total return on an investment of $100 in cash on December 31, 2019 through December 31, 2024, assuming that any dividends were reinvested. The return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.
Compensation Actually Paid and Cumulative TSR
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Compensation Actually Paid and Net Loss
Compensation Actually Paid and Net Loss The following graph shows the relationship between compensation actually paid and Net Loss:
Compensation Actually Paid and Net Loss
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Compensation Actually Paid and Revenue Growth
Compensation Actually Paid and Revenue Growth The following graph shows the relationship between compensation actually paid and Revenue Growth: All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of SI-BONE under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference. CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K, we are required to provide the ratio of annual total compensation of our CEO to the annual total compensation of our median employee. The ratio discussed below is a reasonable estimate calculated in a manner consistent with Item 402(u). For fiscal year 2024, the median of the annual total compensation of all of our employees (other than the CEO) was $182,358 and the annual total compensation of the CEO, as reported in the "Summary Compensation Table" included in this Proxy Statement, was $7,087,404. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of our other employees was approximately 39 to 1. We identified the employee with annual total compensation at the median of the compensation of all our employees by considering the employee population as of December 31, 2024. We had an even number of employees as of December 31, 2024, therefore we had two median employees. We took the average annual total compensation of these two employees to determine the median annual total compensation disclosed above as both such median employees had substantially similar roles, tenure and compensation. We considered all individuals, excluding the CEO, whether employed in the United States or outside the United States, full-time, part-time or on a leave of absence. Contractors were not included in our employee population. Compensation for purposes of identifying the median employee included annual base salary, target annual bonus or commissions, and the grant date value of equity awards granted in fiscal year 2024. Target annual commissions for territory sales managers was based on the average earned commissions for fiscal year 2024. Target annual commissions for clinical specialists and sales leadership was based on their target annual commissions as set forth at the beginning of the fiscal year. Non-United States employees' pay was converted to U.S. dollar using foreign exchange rates in effect as of December 31, 2024. We did not make any cost-of-living adjustments for employees outside the United States.
Compensation Actually Paid and Revenue Growth
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Compensation Actually Paid and Revenue Growth
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION The Company does not grant stock options, stock appreciation rights, or similar instruments with option-like features and has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. DIRECTOR COMPENSATION The following table shows for the fiscal year ended December 31, 2024, certain information with respect to the compensation of all non-employee directors of SI-BONE:
Compensation Actually Paid and Revenue Growth
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Timothy E. Davis, Jr. | 75,000 | 109,712 | 184,712 | | Jeffrey W. Dunn | 90,000 | 109,712 | 199,712 | | John G. Freund, M.D. | 52,750 | 109,712 | 162,462 | | Jeryl L. Hilleman | 70,000 | 109,712 | 179,712 | | Gregory K. Hinckley | 54,250 | 109,712 | 163,962 | | Helen Loh(3) | 25,000 | — | 25,000 | | Mika Nishimura | 53,500 | 109,712 | 163,212 | | Keith C. Valentine(4) | 27,500 | — | 27,500 | | Thomas A. West(5) | 26,000 | 228,571 | 254,571 | | Daniel W. Wolf(6) | 21,250 | 241,235 | 262,485 |
Compensation Actually Paid and Revenue Growth
1.Payments earned for services rendered in the fourth quarter of 2024 were paid in January 2025. 2.Represents the aggregate grant date fair value of restricted stock unit awards (“RSUs”) granted to the non-employee director, computed in accordance with FASB ASC Topic 718. The fair value of the RSU grant is based on the market price of our common stock on the date of grant. See Note 2 to our financial statements in our Annual Report on Form 10-K, filed with the SEC on February 25, 2025. 3.Ms. Loh stepped down as a director and as a member of the Nominating and Corporate Governance Committee upon the expiration of her term at the conclusion of the prior year Annual Meeting. 4.Mr. Valentine stepped down as a director and as chairperson of the Nominating and Corporate Governance Committee upon the expiration of his term at the conclusion of the prior year Annual Meeting. 5.Mr. West received a pro-rated initial director award of 18,315 RSUs on June 26, 2024, the effective date he was elected to the Board, with a grant date fair value for each RSU of $12.48. 6.Mr. Wolf received a pro-rated initial director award of 17,182 RSUs on August 5, 2024, the effective date of his appointment to the Board, with a grant date fair value for each RSU of $14.04.
Compensation Actually Paid and Revenue Growth
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Compensation Actually Paid and Revenue Growth
The table below lists the aggregate number of shares subject to outstanding stock awards held by each of our non-employee directors as of December 31, 2024.
Compensation Actually Paid and Revenue Growth
| Name | Number of Shares Subject to Outstanding Options as of December 31, 2024 (#) | Number of Shares Subject to Outstanding RSUs as of December 31, 2024 (#) | | Timothy E. Davis, Jr. | 50,027 | 13,657 | | Jeffrey W. Dunn | 228,754 | 17,625 | | John G. Freund, M.D. | 37,963 | 8,791 | | Jeryl L. Hilleman | 26,236 | 13,657 | | Gregory K. Hinckley | 18,826 | 8,791 | | Helen Loh | — | — | | Mika Nishimura | — | 8,791 | | Keith C. Valentine | 19,105 | — | | Thomas A. West | — | 16,789 | | Daniel W. Wolf | — | 15,750 |
Compensation Actually Paid and Revenue Growth
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