Mukul Jain
Senseonics HoldingsAbout Mukul Jain
Mukul Jain, Ph.D., is Senseonics’ Chief Operating Officer (COO), appointed in January 2017, with prior roles at Senseonics spanning Operations, Quality, and Regulatory since 2012 and earlier program leadership at Medtronic (1999–2012). He is age 52 (as of the 2025 proxy), holds a Ph.D. in chemical engineering (University of South Carolina), an MBA (University of Minnesota—Carlson), and a B.Tech. from IIT Kanpur, and has overseen operational execution through pivotal regulatory milestones including FDA approval of the 180-day Eversense product in January 2022 that triggered vesting of performance RSUs . Annual bonuses for 2023 were tied to financial performance, regulatory milestones, and product development goals and paid at 100% of target, evidencing pay-for-performance linkage; the company also adopted a clawback policy in November 2023 and prohibits hedging and pledging, strengthening governance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Senseonics, Incorporated | Senior Director, Quality & Regulatory | 2012–2014 | Built QA/RA foundation for Eversense program |
| Senseonics, Incorporated | VP, Operations, Quality & Regulatory | 2014–2015 | Scaled operations/quality; advanced regulatory readiness |
| Senseonics Holdings | VP, Operations, Quality & Regulatory | Dec 2015–Jan 2017 | Transitioned into public company; prepared for commercialization |
| Senseonics Holdings | Chief Operating Officer | Jan 2017–present | Oversees operations; led through pivotal trial and FDA approval (180-day) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medtronic, Inc. | Senior Program Manager and various roles | 1999–2012 | Led programs at a leading medtech firm; operational expertise |
Fixed Compensation
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|---|
| Annual Base Salary Rate ($) | 395,000 | 414,750 | 427,000 | 439,810 | 453,000 | — |
| Target Bonus (% of Base) | 50% | 50% | 50% | 50% | 50% | 75% |
| Actual Bonus Payout (% of Target) | 90% | 87% | 90% (committee discretion; corporate achievement 44%) | — | — | 100% |
| Summary Compensation (SCT) | 2022 | 2023 |
|---|---|---|
| Salary ($) | 453,000 | 474,000 |
| Bonus ($) | 30,000 (tax make-whole) | — |
| Stock Awards ($, grant-date fair value) | 952,201 | 787,885 |
| Non-Equity Incentive Plan Compensation ($) | 232,219 | 237,825 |
| All Other Compensation ($) | 52,427 | 57,345 |
| Total ($) | 1,719,847 | 1,785,242 |
Performance Compensation
| Year | Incentive Type | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2019 | Annual Bonus | Revenue, customer retention, payor coverage, pivotal trial visits, COGS, quality targets | n/a | 87% of target | Cash (annual) |
| 2020 | Annual Bonus | Sensor performance, PMA supplement submission (extend to 180-day), process improvements; revenue/other targets affected by COVID/liquidity | n/a | Committee discretion to 90% of target (vs. 44% corporate achievement) | Cash (annual) |
| 2023 | Annual Bonus | Financial performance, regulatory milestones, product development goals | n/a | 100% of target | Cash (annual) |
| 2017 | Stock Options | Option award (314,212 shares) | n/a | n/a | Monthly over 4 years, subject to service |
| 2020 (Jul) | RSUs | Time-based RSUs (1,902,174) | n/a | n/a | 8 equal installments; first on Jul 21, 2020, then semiannual from Nov 15, 2020 |
| 2020 (Nov) | Performance RSUs | Performance-based RSUs (260,483) tied to FDA approval of 180-day product | FDA approval + time-based | Fully vested Jan 2022 upon FDA approval | Fully vested on later of approval and 1-year anniversary |
| 2021 | RSUs | Time-based RSUs (403,225) | n/a | n/a | 8 equal installments; first Jun 15, 2021, then semiannual from Nov 15, 2021 |
| 2022 | RSUs | Time-based RSUs (775,863) | n/a | n/a | 8 equal installments; first Jun 15, 2022, then semiannual from Nov 15, 2022 |
| 2023 | RSUs | Time-based RSUs (1,380,157) | n/a | n/a | 8 equal installments; first Jun 15, 2023, then semiannual from Nov 15, 2023 |
| 2022 (May) | One-time | Tax make-whole cash ($30,000) and incremental RSUs (45,000) due to “sell-to-cover” timing impact | n/a | n/a | RSUs vest fully on May 15, 2023 |
Equity Ownership & Alignment
- Hedging, pledging, shorting, and options trading are prohibited under the insider trading policy, reducing misalignment risk; a clawback policy adopted in Nov 2023 requires recovery of erroneously awarded incentive-based pay after restatements (3-year lookback), regardless of misconduct .
- No related-party transactions involving Dr. Jain require disclosure (Item 404) at promotion; no pledging disclosed in beneficial ownership tables .
| Date (as of) | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mar 31, 2019 | 1,141,293 | * (<1%) |
| Mar 31, 2020 | 1,519,235 | * (<1%) |
| Mar 31, 2022 | 2,824,342 | * (<1%) |
| Apr 1, 2023 | 5,113,511 | 1.1% |
| Apr 1, 2024 | 3,461,100 | * (<1%) |
| Nov 15, 2024 | 3,609,719 | * (<1%) |
| Aug 1, 2025 | 4,152,904 | * (<1%) |
Notes: “*” indicates beneficial ownership of less than 1% per proxy footnotes. Options exercisable within 60 days are included per SEC rules in totals; no pledges disclosed .
Employment Terms
- Base salary and bonus eligibility: Employment agreement (July 2015; amended Apr 2018) sets annual base salary at $376,000 with target bonus of up to 50% of base salary, subject to Board review .
- Severance (no change in control): If terminated without cause or resigns for good reason, severance equals base salary for 12 months, prorated portion of target bonus for year of termination, healthcare continuation up to one year, and reimbursement of expenses through termination date .
- Change-in-control economics:
- If terminated without cause or resigns for good reason coincident with a change in control, severance includes 125% of target bonus in lieu of standard bonus and 50% of then-unvested equity awards vest immediately .
- If terminated without cause within 12 months following a change in control, 100% of then-unvested equity awards vest .
- All options granted prior to the March 2016 IPO fully vest upon a change in control .
- Promotion details: Jan 2017 promotion to COO included base increased to $376,000, 50% target bonus, and option grant of 314,212 shares vesting monthly over 4 years .
- Clawback and insider trading restrictions: Clawback adopted Nov 2023; hedging, pledging, margins, and speculative transactions prohibited .
Performance & Track Record
- 2019 corporate objectives achieved yielded 87% of target bonuses for NEOs including Dr. Jain .
- 2020 corporate achievement measured at 44%; compensation committee applied modest positive discretion to 90% of target given management’s execution under COVID, liquidity crisis, financing, and partnership with Ascensia .
- 180-day Eversense FDA approval in Jan 2022 triggered full vesting of performance RSUs, evidencing regulatory milestone attainment under Dr. Jain’s operational leadership .
Compensation Structure Analysis
- Shift from stock options to RSUs: Compensation Committee transitioned senior management equity grants from options to RSUs starting in 2020 to reduce dilution; recurring semiannual vesting schedules increase near-term realized equity and predictable sell-to-cover flows .
- Increased at-risk pay: Target bonus increased from 50% to 75% of salary for Dr. Jain in 2023, raising performance leverage; 2023 bonus paid at 100% of target based on corporate goals achievement .
- Discretionary adjustments: 2020 bonus elevated to 90% of target despite 44% objective achievement due to extraordinary circumstances; in 2022 a one-time cash and RSU grant offset adverse tax consequences from sell-to-cover timing, indicating governance responsiveness but also highlighting potential tax/withholding execution risks .
Equity Ownership & Alignment Details
- Stock ownership guidelines: Not disclosed for executives; however, prohibitions on hedging/pledging and adoption of a clawback policy strengthen alignment .
- Vested vs. unvested: Semiannual RSU vesting cadence (June/November) since 2020 suggests periodic taxable events and potential Form 4 sell-to-cover transactions; specific vested/unvested balances are not enumerated in proxies .
Employment Contracts and Restrictions
- Non-compete, non-solicit, garden leave, and auto-renewal: Not specifically disclosed in available filings; employment agreements detail severance and change-in-control benefits, but restrictive covenant scopes are not elaborated in proxies .
Governance and Compensation Process
- Committee oversight and consultant: Compensation Committee determines executive compensation, reviewing proposals with the CEO (excluding CEO compensation) and has engaged Willis Towers Watson to benchmark against similarly sized med device companies .
Investment Implications
- Alignment: Bonus metrics tied to financial, regulatory, and product objectives, increased bonus leverage (75% in 2023), clawback adoption, and hedging/pledging prohibitions support investor alignment and reduce governance risk .
- Retention risk and CoC economics: Dr. Jain’s agreement provides 12-month salary severance and prorated bonus, with significant equity acceleration (50% at CoC; 100% if terminated within 12 months post-CoC). This lowers retention risk in normal scenarios and could incent continuity through strategic events; conversely, it increases potential dilution and event-driven expense recognition in a transaction .
- Trading signals: Semiannual RSU vesting since 2020 implies predictable sell-to-cover flows around mid-June and mid-November; 2022 tax-related make-whole underscores sensitivity to execution timing of withholding programs, which can influence near-term insider transaction prints . The 2017 option grant (monthly vest over 4 years) largely matured, concentrating current equity exposure in RSUs .
- Pay-for-performance: Documented payout outcomes (2019: 87%, 2020: 90% discretion vs. 44% achievement, 2023: 100%) show responsiveness to both objective attainment and extraordinary operating conditions. Monitoring future proxy disclosures for explicit TSR/revenue/earnings linkages under Item 402(v) will help assess ongoing calibration of incentive design .
Sources: 2019–2025 DEF 14A filings and Item 5.02 8-K disclosures, as cited throughout.