Item
5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Financial Officer Transition
On August 30, 2022, Nicholas B. Tressler
and Senseonics Holdings, Inc. (the “Company”) mutually agreed that Mr. Tressler would transition from his role as the Company’s
Chief Financial Officer effective as of September 1, 2022. In connection with the termination of Mr. Tressler’s
service, Mr. Tressler has entered into a transition agreement with the Company pursuant to which he will continue his employment with the
Company in an advisory role until December 31, 2022 to support the transition to the Company’s new Chief Financial Officer.
Effective September 1, 2022 (the “Effective
Date”), the Board of Directors of the Company (the “Board”) appointed Frederick (“Rick”)
Sullivan as the Company’s Chief Financial Officer (in which capacity he will serve as the Company’s principal financial
officer and principal accounting officer).
Mr.
Sullivan, 38, has served as the Vice President of Finance at the Company since October
2020. Mr. Sullivan previously served as Treasurer, Head of Strategy and Financial Planning at the Company from July 2017 to July
2018 and as Corporate Controller at the Company from December 2011 to June 2018. From July 2018 to August 2019, Mr. Sullivan served
as Chief Financial Officer for RoosterBio, Inc., a privately held regenerative medicine company. From August 2019 to October 2020,
Mr. Sullivan served as the Principal of Hike Financial, LLC, an advising firm that provides financial, accounting and administrative
services to early growth, life sciences and technology companies. Mr. Sullivan received his M.B.A. from the University of Maryland,
Robert H. Smith School of Business, his B.S. in accounting from Salisbury University, Perdue School of Business. Mr. Sullivan
maintains an active CPA license in the state of Maryland.
There are no arrangements or understandings
between Mr. Sullivan and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship
between Mr. Sullivan and any of the Company’s other directors or executive officers. There are no transactions to which the Company
is a party and in which Mr. Sullivan has a direct or indirect material interest that would be required to be disclosed under Item 404(a)
of Regulation S-K.
Employment Agreement with Mr. Sullivan
In connection with his appointment as the
Company’s Chief Financial Officer, on September 1, 2022, Mr. Sullivan and the Company entered into an amended and restated employment
agreement (the “Employment Agreement”), effective on the Effective Date.
Pursuant to the terms of the Employment
Agreement, Mr. Sullivan is entitled to an annual base salary of $370,000 and is eligible to receive an annual performance bonus
of up to 50% of his annual base salary based upon the Compensation Committee’s assessment of Mr. Sullivan’s performance
and the Company’s attainment of targeted goals as set by the Compensation Committee in its sole discretion. In connection with
his appointment as Chief Financial Officer, Mr. Sullivan was also awarded 62,147 restricted stock units (“RSUs”) on
September 1, 2022 pursuant to the Company’s 2015 Equity Incentive Plan. The RSUs vest in eight equal installments, with the
first installment vesting on November 15, 2022 and the remaining seven installments vesting in six month increments beginning on May
15, 2023, subject to Mr. Sullivan’s continuous service through each applicable vesting date. If Mr. Sullivan’s
employment is terminated by us for reasons other than for cause or if he resigns for good reason (each as defined in his Employment
Agreement), he would be entitled to receive severance payments equal to continued payment of his base salary for one year, a
prorated portion of his target bonus for the year in which his service is terminated, employee benefit coverage for up to one year,
reimbursement of expenses owed to him through the date of his termination and any benefits owed to him under any qualified
retirement plan or health and welfare benefit plan in which he was a participant, subject to his execution of a release and the
satisfaction of other specified conditions. If Mr. Sullivan’s employment is terminated by us other than for cause or if he
resigns for good reason coincident with a change in control (as defined in his Employment Agreement), he would be entitled to the
benefits described above , provided that, if his employment by the Company or any successor entity is terminated by the Company or
the successor entity without cause (and not due to disability or death) within 12 months following a change in control, 100% of his
then unvested equity awards would become fully vested. Mr. Sullivan is also eligible to participate in the Company’s 2016
Employee Stock Purchase Plan and employee benefit plans available to other employees of the Company.
The foregoing description of the Employment Agreement is not complete
and is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.
Transition and Release Agreement with Mr.
Tressler
In connection with the termination of his
service as the Company’s Chief Financial Officer, on September 1, 2022, Mr. Tressler and the Company entered into a Transition and Release Agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Tressler will remain employed
with the Company and serve as an advisor to the Chief Financial Officer for a four month transition period through December 31, 2022.
Thereafter, Mr. Tressler will be entitled to eight months’ severance, as well as a pro rata portion of his 2022 target bonus, based
on his eight months of service as Chief Financial Officer during 2022.
The foregoing description of the Transition Agreement is not complete
and is qualified in its entirety by reference to the full text of the Transition Agreement, which will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.