Senseonics Holdings, Inc.

For the period ended May 21, 2025. Filed Apr 10, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2025 · Filed Apr 10, 2025

SENS$8.59+7.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under § 240.14a-12

Senseonics Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

SENSEONICS HOLDINGS, INC.

20451 Seneca Meadows Parkway

Germantown, Maryland 20876-7005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 21, 2025

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Senseonics Holdings, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, May 21, 2025 at 10:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SENS2025. You will not be able to attend the Annual Meeting physically in person. The purpose of the Annual Meeting will be the following:

To elect the four nominees of the Board of Directors, Stephen P. DeFalco, Brian Hansen, Douglas S. Prince and Douglas A. Roeder, to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders.

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this Notice.

To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as independent registered public accounting firm, or auditors, for the fiscal year ending December 31, 2025.

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying these proxy materials. All stockholders are invited to attend the meeting online. The record date for the Annual Meeting is March 25, 2025. Only stockholders of record at the close of business on that date and their proxy holders are entitled to notice of and to vote at the meeting or any adjournment thereof.

		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held virtually on May 21, 2025 at 10:00 a.m. EDT. The proxy statement and annual report to stockholders are available at www.virtualshareholdermeeting.com/SENS2025.

By Order of the Board of Directors,

Rick Sullivan

Secretary

Germantown, Maryland

April 10, 2025

		You are cordially invited to attend the meeting online. Whether or not you plan to attend the meeting, we encourage you to read this Proxy Statement and cast your vote by completing, signing, dating and returning the enclosed proxy card, or by voting over the telephone or the internet as instructed in these materials, as promptly as possible. Even if you have voted by proxy, you may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote online at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

	QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING					1
	PROPOSAL NO. 1 ELECTION OF DIRECTORS					8
	INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE					11
	Independence Of the Board Of Directors					11
	Board Of Directors Leadership Structure					11
	Role Of The Board Of Directors In Risk Oversight					12
	Meetings Of The Board Of Directors And Annual Meeting Attendance					12
	Information Regarding Committees Of The Board Of Directors					13
	Audit Committee					13
	Compensation Committee					15
	Nominating and Corporate Governance Committee					16
	Stockholder Communications with the Board Of Directors					17
	Code of Ethics					18
	Corporate Governance Guidelines					18
	Incentive Compensation Recoupment Policy					18
	Insider Trading Policy					18
	Hedging Policy					18
	PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION					19
	PROPOSAL NO. 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					20
	INFORMATION ABOUT OUR EXECUTIVE OFFICERS					21
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					22
	EXECUTIVE COMPENSATION					24
	Summary Compensation Table					24
	Outstanding Equity Awards at End of Fiscal Year 2024					27
	Pay Versus Performance					27
	Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information					31
	Employment Agreements, Severance and Change in Control Arrangements					31
	401(k) Plan					32
	Director Compensation					33
	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS					35
	TRANSACTIONS WITH RELATED PERSONS					36
	Related-Person Transactions Policy And Procedures					36
	Certain Related Party Transactions					36
	SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE					38
	HOUSEHOLDING OF PROXY MATERIALS					38
	OTHER MATTERS					38

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