Francine Kaufman

About Francine Kaufman

Chief Medical Officer (since March 2019) and Director (since 2019) of Senseonics. Background: former CMO and VP of Global Clinical, Regulatory and Medical Affairs at Medtronic Diabetes (2009–2019); previously led the Comprehensive Childhood Diabetes Center and was head of Endocrinology, Diabetes and Metabolism at Children’s Hospital Los Angeles (1991–2009). Distinguished Professor Emerita at USC; former ADA President (2003); Chair, National Diabetes Education Program (2008–2009); elected to the National Academy of Medicine (2005). Education: B.A., Northwestern; M.D., Chicago Medical School .

Company performance context

• Financial performance (annual, USD):

*Values retrieved from S&P Global.

• Total shareholder return (value of $100 investment, end-of-year):

Notable operating milestones under tenure

• FDA approval of the extended-life (180-day) Eversense E3 CGM in Feb 2022; commercialization by Ascensia in the U.S. began in 2Q22 .

Past Roles

External Roles

Fixed Compensation

• Base salary (historical reference from employment agreement): $495,000; effective Jan 16, 2022 her time commitment reduced to 30%, and base reflected that adjustment (no decline on full-time equivalent basis) .
• Target annual bonus: 50% of base salary (employment agreement) .

Company-wide context for annual bonuses (most recent disclosures for NEOs)

• 2023 and 2024 bonuses were based on corporate goals (financial performance, regulatory milestones, product development); Compensation Committee determined 100% achievement in both years for NEOs . Individual bonus outcomes for Dr. Kaufman were not separately disclosed.

Ownership/hedging policies affecting compensation

• Incentive Compensation Recoupment (Clawback) Policy adopted Nov 2023, applicable to current and former executive officers upon a required restatement; recovery regardless of misconduct; 3-year lookback .
• Insider trading policy prohibits short sales, options, hedging transactions, pledging, margin accounts, or other speculative transactions in company stock for employees and directors .

Performance Compensation

Bonus framework and recent outcomes (company-level)

Equity award structures and vesting (executive program examples)

• Executive RSUs (recent practice): 8 equal installments; first on June 15 (grant year), then semi-annually starting Nov 15 (seven remaining installments), service-based .
• Dr. Kaufman legacy awards: performance-based RSUs vested in full upon FDA approval of the 180-day product in Jan 2022; certain options vested 25% on Mar 4, 2020 with remaining shares vesting monthly thereafter (service-based) .

Equity Ownership & Alignment

Beneficial ownership (as of April 1, 2025)

• Shares outstanding: 654,291,100 as of April 1, 2025 .
• Hedging/pledging: Prohibited by insider trading policy (reduces misalignment risk) .
• Stock ownership guidelines for executives: Not disclosed in the latest proxies reviewed.

Near-term vesting/selling pressure indicator

• RSUs vesting within 60 days for Dr. Kaufman: 200,564 shares (≈0.03% of shares outstanding), a de minimis potential flow relative to float .

Employment Terms

• Start date and roles: CMO since March 2019; Director since 2019 .
• Employment agreement (March 2019) key economics:
  • Base salary: $495,000 (subject to review; later part-time adjustment in 2022) .
  • Target bonus: 50% of base salary .
  • Severance (termination without cause or resignation for good reason): 9 months’ base salary; prorated target bonus for year of termination; up to 12 months healthcare continuation; expense reimbursement .
  • Change-in-control (CIC) provisions: if terminated without cause or for good reason in connection with a CIC, 12 months’ base salary; 125% of target bonus; if terminated without cause within 12 months post-CIC, 100% of unvested equity awards accelerate .
• Clawback: Company-wide policy compliant with SEC/NYSE American adopted Nov 2023 .
• Non-compete/non-solicit: Not disclosed in reviewed documents.

Board Governance

• Independence: Not independent due to employment as CMO .
• Committee service: None (not listed on Audit, Compensation, or Nominating & Corporate Governance committees) .
• Board structure: Independent Chairman (Stephen DeFalco); CEO and Chair roles are separated .
• Attendance: In 2024, each director attended ≥75% of Board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
• Director compensation: Employee directors (including Dr. Kaufman) receive no additional pay for board service .

Director Compensation (Policy Context for Non-Employee Directors)

• Cash retainers and equity program for non-employee directors; annual award $112,500 in RSUs or options; policy includes ability to take fees in stock .
• PHC designees (e.g., Brian Hansen) and certain affiliated directors may decline compensation .
• Not applicable to Dr. Kaufman as an employee director (no director fees/equity) .

Compensation Structure Analysis

• Mix shift: Company transitioned senior management from options to RSUs beginning in 2020 to reduce dilution; RSUs vest in semi-annual tranches, supporting retention via time-based vesting .
• Pay-for-performance: Annual bonus metrics include financial performance, regulatory milestones, and product development; 2023–2024 NEO payouts at 100% of target indicate objectives set at achievable levels or strong execution; individual metric weightings not disclosed .
• Governance guardrails: SEC-compliant clawback policy, and strict anti-hedging/pledging rules improve shareholder alignment .
• Process note: A late Form 4 filing in 2023 was reported for multiple officers including Dr. Kaufman (administrative timeliness consideration) .

Performance & Track Record

• Product/regulatory: FDA approval of 180-day Eversense E3 (Feb 2022) was a milestone contributing to commercialization momentum with Ascensia .
• Financial results: Revenues grew from $16.4m (2022) to $22.5m (2024), but EBITDA and net income remained negative in 2023–2024, with 2022 positive net income likely driven by non-operating items .
• TSR: Three-year TSR trend reflects share price compression (value of $100 investment declining from $38.58 to $19.60, 2022–2024) .

Compensation Committee & Peer Practices

• Consultant: Willis Towers Watson engaged to advise Compensation Committee; used for benchmarking executives and directors .
• Peer group specifics and target percentile: Not disclosed in the latest proxies reviewed.

Investment Implications

• Alignment: Target bonus (50%), time-based RSU vesting in semi-annual tranches, and anti-hedging/pledging policy align incentives with long-term shareholders; clawback reduces downside governance risk .
• Retention: Employment protections provide moderate retention (9 months’ salary severance; CIC double-trigger with 12 months’ salary and 125% bonus plus equity acceleration), appropriate for a senior medical leader in a single-product company .
• Selling pressure: Near-term RSU vesting for Dr. Kaufman (≈0.03% of outstanding shares) is immaterial at the float level .
• Execution risk: Company TSR has compressed over 2022–2024; EBITDA and net losses persisted in 2023–2024, underscoring the importance of commercial scale-up and cost discipline; as CMO and director, Kaufman’s track record in regulatory/clinical supports product credence, but equity realization hinges on revenue growth trajectory and distributor execution (Ascensia accounted for 82–93% of revenues in 2024/2023) .

Note: All compensation amounts, ownership data, board roles, and policies reflect SEC filings cited; where individual metric weights or guideline policies were not disclosed, the items are omitted.