Douglas Roeder
Senseonics HoldingsAbout Douglas A. Roeder
Douglas A. Roeder, age 54, has served on Senseonics’ Board since 2015 (and previously on Senseonics, Incorporated from 2011–2015). He is a Partner at Delphi Ventures (since 2000), with prior experience at Alex, Brown & Sons Healthcare Investment Banking; he holds an A.B. from Dartmouth College. He previously served on public-company boards including Tandem Diabetes, Inc. (2009–2022) and TriVascular Technologies, Inc. (2008–2016), bringing extensive healthcare and venture investing expertise to Senseonics’ board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delphi Ventures | Partner (joined as Associate in 1998; Partner since 2000) | 1998–present | Focus on medical devices, diagnostics, biotech; significant investor oversight experience |
| Alex, Brown & Sons | Associate, Healthcare Investment Banking | Pre-1998 | Transactional and capital markets experience |
| TriVascular Technologies, Inc. | Director | 2008–2016 | Board governance in medtech; oversight during growth phase |
| Tandem Diabetes, Inc. | Director | 2009–2022 | Diabetes device sector insight; board service over 13 years |
External Roles
| Organization | Role | Status | Tenure |
|---|---|---|---|
| Tandem Diabetes, Inc. | Director | Past | 2009–2022 |
| TriVascular Technologies, Inc. | Director | Past | 2008–2016 |
| Several private companies (Delphi portfolio) | Director | Ongoing/varies | Not individually enumerated |
Board Governance
- Committees: Compensation (Chair), Nominating & Corporate Governance (Member); the Compensation Committee comprises independent directors under NYSE American rules and met four times in each of recent years .
- Audit Committee composition and report identifies Audit Chair (Prince) and members (DeFalco, Fiorentino), confirming Roeder is not on Audit .
- Attendance: The Board met four times in 2024 and all directors met the ≥75% attendance threshold; similar ≥75% compliance is disclosed for prior years .
- Executive sessions: Independent directors met regularly; for 2020 they met seven times in executive session; in other years sessions were held in conjunction with full board meetings .
Attendance Summary
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Board meetings held | 10 | 11 | 5 | 4 | 4 |
| Roeder attendance | ≥75% | ≥75% | ≥75% | ≥75% | ≥75% |
| Independent director executive sessions | 7 | Regularly held (count not specified) | Regularly held | Regularly held | Regularly held |
Fixed Compensation
Non-Employee Director Compensation Policy (current framework):
| Component | Member Annual Retainer ($) | Chair Additional Annual Retainer ($) |
|---|---|---|
| Board of Directors | 40,000 | 35,000 |
| Audit Committee | 10,000 | 10,000 |
| Compensation Committee | 6,500 | 7,500 |
| Nominating & Corporate Governance Committee | 5,000 | 5,000 |
Director Compensation (Roeder) – Annual Summary:
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Fees Earned/Paid in Cash ($) | 54,100 | 54,100 | 59,800 | 65,500 | 62,250 | 59,000 |
| Stock Awards ($) | — | 125,615 | 112,498 | 112,499 | 112,500 | 112,500 |
| Option Awards ($) | 106,500 | — | — | — | — | — |
| Total ($) | 160,600 | 179,715 | 172,298 | 177,999 | 174,750 | 171,500 |
Notes:
- Policy allows directors to elect equity instead of cash retainers; in 2024 Roeder received 43,755 fully vested RSUs in lieu of $14,750 of quarterly cash fees .
- Equity grants are standardized across non-employee directors per policy .
Performance Compensation
Director equity is time-based, not performance-based; no revenue/EBITDA/TSR metrics are used for director pay.
| Award | Grant-Date Fair Value | Shares/Units | Vesting | Source |
|---|---|---|---|---|
| Annual director equity grant (ongoing policy) | 112,500 | N/A (RSU or option at Committee’s election) | RSU: 1-year cliff; Option: 1-year cliff for annual grant | |
| Initial director equity grant (newly elected directors) | 225,000 | N/A (RSU or option) | RSU: annual tranches over 3 years; Option: monthly over 3 years | |
| 2023 annual RSU (Roeder) | 112,500 | 147,948 | Vests in full on earlier of May 17, 2024 or 2024 Annual Meeting | |
| 2024 RSUs in lieu of cash retainers (Roeder) | 14,750 | 43,755 | Fully vested at grant (retainer replacement) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Consideration | Tenure |
|---|---|---|---|
| Tandem Diabetes, Inc. | Director | Diabetes device competitor to CGM ecosystem; long tenure provides sector insight | 2009–2022 |
| TriVascular Technologies, Inc. | Director | Medtech governance experience | 2008–2016 |
| Delphi Ventures (Delphi VIII funds) | Managing Member of GP (DMP VIII) | May be deemed to share voting/dispositive power over Senseonics shares held by Delphi VIII funds | Ongoing (as of 2020 disclosure) |
Expertise & Qualifications
- Venture investor and medical device specialist (Delphi Ventures partner since 2000), with prior healthcare investment banking experience at Alex, Brown & Sons .
- Extensive diabetes and medtech board experience (Tandem Diabetes, TriVascular), relevant to Senseonics’ CGM market .
- Dartmouth College A.B.; financial and sector credentials cited by the Board as qualification for service .
Equity Ownership
| As-of Date | Direct/RSUs Held | Options Held | Related Beneficial Ownership via Funds | Notes |
|---|---|---|---|---|
| Dec 31, 2023 | 147,948 RSUs | 105,476 options | N/A | RSUs/options reflect year-end holdings disclosure for Roeder |
| Jun 30, 2020 | N/A | 321,223 options exercisable within 60 days | 9,751,725 shares (Delphi VIII); 94,569 shares (Delphi Bio) | Roeder is a Managing Member of DMP VIII (GP of Delphi VIII funds), may be deemed to share voting/dispositive power |
No pledging or hedging of shares is disclosed in the proxies reviewed.
Governance Assessment
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Strengths:
- Chairs the Compensation Committee composed entirely of independent directors; committee met quarterly with executive sessions, indicating active oversight of pay strategy, director compensation, and equity plan administration .
- Consistent Board and committee attendance at or above the ≥75% threshold across 2020–2024, supporting engagement .
- Director pay emphasizes equity alignment (standard annual $112,500 grant; ability to take fees in stock), aligning incentives with shareholders .
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Potential conflicts/RED FLAGS to monitor:
- Fund affiliation: As Managing Member of Delphi Management Partners VIII (GP for Delphi VIII funds), Roeder may be deemed to share voting/dispositive power over substantial Senseonics holdings; this creates a potential conflict when chairing compensation decisions impacting dilution and pay structures .
- Sector interlocks: Long tenure at Tandem Diabetes (2009–2022) in the diabetes devices space; while past, it underscores network ties that could raise competitor information-flow sensitivities .
- Concentration of equity-based director pay: Annual equity grants plus RSUs in lieu of cash retainer increase equity dependence; while aligned, it can amplify dilution considerations overseen by the Compensation Committee .
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Overall investor confidence signals:
- Transparent committee roles, independence representations, and regular executive sessions bolster governance quality .
- Attendance compliance and standardized, time-based director equity vesting indicate balanced oversight and alignment without performance metric gaming in director pay .