Kenneth Horton
Senseonics HoldingsAbout Kenneth Horton
Kenneth L. Horton (age 58) is General Counsel and Corporate Development Advisor at Senseonics, serving in this role since 2017. He holds an AB from Dartmouth College and a J.D. from Harvard Law School, and previously held senior legal and corporate development positions at Vertex Pharmaceuticals, MDS/Nordion, and PerkinElmer, as well as practicing at Ropes & Gray and working as a strategy consultant . Company performance context for pay-for-performance: Senseonics reported total shareholder return values of $38.58 (2022), $21.35 (2023), and $19.60 (2024); total revenue of $16.4M (2022), $22.4M (2023), and $22.5M (2024); and net income (loss) of $142.1M (2022), $(60.4)M (2023), and $(78.6)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vertex Pharmaceuticals | EVP & Chief Legal Officer | 2012–2015 | Led legal function at a major biotech; supported corporate development |
| MDS Inc./Nordion Inc. | General Counsel & EVP, Corporate Development | 2005–2012 | Oversaw legal and BD in healthcare/industrial technology business |
| PerkinElmer (Life & Analytical Sciences) | VP, Acquisitions & Ventures; General Counsel (BU) | 2000–2005 | Drove M&A/ventures and BU legal oversight |
| Ropes & Gray | Attorney | Prior to industry roles | Corporate/transactions legal practice |
| Strategy consulting (U.S. & Europe) | Consultant | Prior to industry roles | Corporate strategy and execution experience |
External Roles
No current public company directorships disclosed for Horton in Senseonics’ filings .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 464,000 | 477,920 | 495,000 |
| Target Bonus (% of Base) | 50% | 50% | — |
| Actual Annual Bonus Paid ($) | 233,100 | 232,000 | — |
Notes:
- Compensation Committee uses Willis Towers Watson market data for similar-sized medical device companies .
- For 2024, corporate objectives (financial, regulatory, product development) achieved 100%, resulting in bonuses at 100% of target .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (2024) | Financial performance; regulatory milestones; product development goals | Not disclosed | 50% of base salary | Achieved 100% of corporate objectives; $232,000 paid | Cash (no vesting) |
| RSUs (2023 Annual Grant) | Service-based | — | 782,089 units | Grant date fair value $575,774 | Vests in eight equal installments starting 6/15/2023 and every six months thereafter |
| RSUs (2024 Annual Grant) | Service-based | — | 1,135,604 units | Grant date fair value $510,000 | Vests in eight equal installments starting 6/15/2024 and every six months thereafter |
Outstanding equity awards at 12/31/2024:
| Award Type | Quantity | Strike/Price | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|
| Stock Options (Exercisable) | 223,500 | $2.62 | 11/14/2027 | — | — |
| Stock Options (Exercisable) | 124,000 | $3.18 | 3/7/2028 | — | — |
| Stock Options (Exercisable) | 190,000 | $2.72 | 1/16/2029 | — | — |
| RSUs (2022 grant series) | — | — | — | 107,759 | $56,034.68 (at $0.52/share) |
| RSUs (2023 grant series) | — | — | — | 391,044 | $203,342.88 (at $0.52/share) |
| RSUs (2024 grant series) | — | — | — | 851,703 | $442,885.56 (at $0.52/share) |
Notes:
- Senseonics shifted from options to RSUs beginning in 2020 to reduce dilution; options are granted at 100% of fair market value on grant date .
- Equity award valuations in Summary Compensation Table reflect ASC 718 grant-date fair value .
Equity Ownership & Alignment
| Item (as of April 1, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 2,186,862 | Below 1% of outstanding shares (“*”) |
| Common Shares (direct) | 1,355,734 | — |
| Options Exercisable within 60 days | 537,500 | — |
| RSUs Vesting within 60 days | 293,592 | — |
| Shares Outstanding | 654,291,100 | Basis for % ownership calculation |
| Pledging/Hedging | Prohibited (no short sales, options, hedging, securities pledging, margin accounts) | Insider Trading Policy/ Hedging Policy |
| Clawback | Company adopted Incentive Compensation Recoupment Policy in Nov 2023; 3-year lookback for restatements, regardless of misconduct | Filed as Exhibit 97.1 to FY2023 10-K |
| Lock-Up (May 2025 offering) | Executed lock-up agreements related to S-3 equity offering; named signatories include Kenneth L. Horton | Offering priced at $0.50 per share |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Amended & restated agreement entered April 2023 |
| Base Salary (per agreement) | $464,000 (subject to review) |
| Target Annual Bonus | Up to 50% of base salary |
| Severance (without cause / good reason) | 12 months base salary; prorated portion of target bonus; up to 12 months healthcare continuation; reimbursement of owed expenses |
| Change-in-Control (coincident) | 12 months base salary; larger of prorated target bonus or 125% of target bonus |
| Change-in-Control (termination within 12 months) | 100% of then-unvested equity awards vest |
Investment Implications
- Alignment and downside protection: RSU-heavy equity mix with strict prohibitions on hedging/pledging and a formal clawback policy aligns Horton’s incentives with long-term shareholder outcomes and mitigates governance risk .
- Limited near-term option exercise pressure: Horton’s options are significantly above the $0.52 year-end 2024 stock price (strikes $2.62–$3.18), reducing in-the-money optionality and near-term selling pressure from options; RSUs vest semi-annually (June 15/Nov 15), which are predictable potential liquidity windows .
- Pay-for-performance signaling: 2024 bonuses paid at 100% of target based on achieving company financial, regulatory, and product objectives; investors should monitor forward milestones tied to those categories to anticipate incentive payouts .
- Retention and change-of-control economics: Cash severance and enhanced CIC bonus (125% of target or prorated, whichever larger), with full equity acceleration only on double-trigger termination within 12 months, balance retention with shareholder protections against single-trigger windfalls .
- Ownership scale: Beneficial ownership is under 1% of shares outstanding; while skin-in-the-game exists, it is modest relative to float; lock-up related to May 2025 offering may temporarily constrain sales activity .