SI-BONE Inc
For the period ended Dec 31, 2024. Filed Apr 25, 2025.
View on SEC.govAbout 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.
Dec 31, 2024 · Filed Apr 25, 2025
Contents
Cover page
Show cover page
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrantþ
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to § 240.14a-12
SI-BONE, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
þ No fee required.
¨ Fee paid previously with preliminary materials.
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
471 El Camino Real, Suite 101 Santa Clara, California 95050
Invitation to 2025 Annual Meeting
of Stockholders
DATE: Thursday, June 5, 2025
TIME: 8:00 a.m., Pacific Time
Dear Stockholders:
It is my pleasure to invite you to attend SI-BONE's Annual Meeting of Stockholders (the "Annual Meeting") on Thursday, June 5, 2025 at 8:00 a.m., Pacific Time. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business we will conduct at the Annual Meeting.
We have made significant and measurable progress since last year’s annual meeting of stockholders, including the following:
Achieved worldwide revenue of $167.2 million for the full year 2024, representing an increase of ~20% over 2023
Over 2,000 physicians performed an iFuse procedure in 2024, an ~25% increase over 2023
Surpassed 115,000 procedures performed by over 4,300 physicians worldwide since inception
Achieved ~29% improvement in Net Loss and ~71% improvement in Adjusted EBITDA year-over-year; delivered positive Adjusted EBITDA in the fourth quarter
Exited 2024 with a solid balance sheet with ~$150 million in cash and equivalents
Launched iFuse INTRA, iFuse Bedrock Granite 9.5, and iFuse TORQ TNT in 2024
Granted Transitional Pass-Through payment status effective January 1, 2025 for Granite outpatient procedures
Received third Breakthrough Device Designation for a novel implant system
We will hold our Annual Meeting virtually in an effort to make it convenient for our stockholders to attend. During our Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and Proxy Statement enclosed with this letter, which we encourage you to read carefully. We will also address any questions submitted before or during the Annual Meeting.
Your vote is very important to us, and I urge you to vote your shares as promptly as possible. You may vote by Internet or by telephone. If you received a paper copy of the proxy card by mail, you may sign, date, and return the proxy card in the enclosed envelope.
Finally, I continue to be humbled by the exceptional performance of the entire SI-BONE team, working diligently to introduce new products and continuing to train and educate physicians to grow our core business. On behalf of the Board, management team and employees, thank you for your continued confidence and support as we advance our mission to help patients rise up and reach for the stars. We look forward to your participation in this year’s Annual Meeting.
Sincerely yours,
/s/ Laura Francis
Laura Francis
Chief Executive Officer
471 El Camino Real, Suite 101 Santa Clara, California 95050
Notice of Annual Meeting
of Stockholders
Dear Stockholder:
You are cordially invited to attend the virtual Annual Meeting of Stockholders of SI-BONE, Inc., a Delaware corporation. The meeting will be a completely virtual meeting of stockholders and will be held on Thursday, June 5, 2025 at 8:00 a.m. Pacific Time by live webcast as described in the proxy statement accompanying this notice. The Annual Meeting is being held for the following purposes:
| 1 | To elect the Board of Director’s three nominees for director to serve until the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified. |
| 2 | To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 3 | To provide an advisory, non-binding vote on the compensation of our named executive officers, as disclosed in this proxy statement. |
| 4 | To conduct any other business properly brought before the meeting. |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
You will be able to attend the virtual Annual Meeting and submit your questions and vote your shares online during the meeting by visiting www.virtualshareholdermeeting.com/SIBN2025 and using the 16-digit control number included in the Notice to enter the virtual Annual Meeting. If you determine to attend the Annual Meeting by webcast, you will only be able to participate by using your 16-digit control number provided on the proxy or information card to enter the Annual Meeting. Without your 16-digit control number, you will only be able to enter as a guest in listen-only mode and will not be able to vote. Therefore, it is important to retain a copy of your proxy or information card you receive to enable you to gain participation access to the virtual Annual Meeting.
The stockholder list will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/SIBN2025. Instructions on how stockholders of record can view the stockholder list during the Annual Meeting are posted at www.virtualshareholdermeeting.com/SIBN2025. The record date for the Annual Meeting is April 7, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
/s/ Michael A. Pisetsky
Michael A. Pisetsky
Secretary and Chief Business & Legal Affairs Officer
Santa Clara, California
Important Notice Regarding the Availability of Proxy Materials for the 2025 Stockholders’ Meeting to Be Held on June 5, 2025 via live webcast at www.virtualshareholdermeeting.com/SIBN2025. You will need the 16-digit control number provided on the proxy or information card in order to gain access to the Annual Meeting by live webcast.The proxy statement and annual report to stockholders are available at www.proxyvote.com.
471 El Camino Real, Suite 101 Santa Clara, California 95050
You are cordially invited to attend the meeting by live webcast as described in the proxy statement accompanying this notice. Whether or not you expect to attend the meeting, please vote as soon as possible in order to ensure your representation at the meeting. You may vote over the internet or by a toll-free telephone number, or you may vote by mailing a completed, signed and dated proxy card or voting instruction card in the envelope provided with the proxy card or voting instruction card. Please note that any stockholder attending the virtual Annual Meeting may vote online during the meeting, even if the stockholder has already returned a proxy card or voting instruction card. Please see the instructions in the attached proxy statement and on your proxy card or voting instruction card.
Proxy Statement for the 2025 Annual Meeting of Stockholders
TO BE HELD ON June 5, 2025
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 5, 2025
This proxy statement and our 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available on our website at https://investor.si-bone.com/financial-information/sec-filings and www.proxyvote.com.
MEETING AGENDA
| Proposals | Vote Required for Approval | |
| 1 | To elect the Board of Directors' three nominees for director to serve until the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified. | The three nominees receiving the most "For" votes will be elected; withheld votes will have no effect. |
| 2 | To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. | "For" votes from the holders of a majority of shares present, via webcast or represented by proxy and entitled to vote on the matter. |
| 3 | To provide an advisory non-binding vote on the compensation of our named executive officers, as disclosed in this proxy statement. | "For" votes from the holders of a majority of shares present via webcast or represented by proxy and entitled to vote on the matter. |
| Page | |
|---|---|
| Questions And Answers About These Proxy Materials And Voting | 1 |
| Proposal No. 1 Election Of Directors | 7 |
| Information Regarding The Board Of Directors And Corporate Governance | 10 |
| Proposal No. 2 Ratification Of Selection Of Independent Registered Public Accounting Firm | 17 |
| Report of the Audit Committee of the Board of Directors | 19 |
| Proposal No. 3 Advisory Vote On Executive Compensation | 20 |
| Security Ownership Of Certain Beneficial Owners And Management | 21 |
| Management | 22 |
| Executive Compensation | 23 |
| Director Compensation | 47 |
| Certain Relationships And Related Party Transactions | 49 |
| Householding Of Proxy Materials | 50 |
| Other Matters | 50 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.