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Sharon Larkin

Director at Senseonics HoldingsSenseonics Holdings
Board

About Sharon Larkin

Sharon Larkin (age 59 as disclosed in 2023) was appointed to the Senseonics Board in December 2021. She previously served as SVP, Human Resources & Administration at Assertio Therapeutics (2017–2020), and as Divisional VP, Human Resources, Medical Devices Group at Abbott Laboratories (1992–2017), after earlier roles at the Federal Reserve Bank of Atlanta’s Jacksonville Branch. She holds a B.S. in Industrial Management from Georgia Tech and brings deep human capital leadership in medical devices and healthcare operations .

Past Roles

OrganizationRoleTenureCommittees/Impact
Assertio Therapeutics, Inc.SVP, Human Resources & Administration2017–2020Led HR and administration during specialty pharma transition
Abbott Laboratories (Medical Devices Group)Divisional VP, Human Resources1992–2017Global HR leadership across five device businesses; prior roles in Nutrition, HealthSystems, Corporate
Federal Reserve Bank of Atlanta (Jacksonville Branch)Leadership in U.S. Treasury securities services & HRPre-1992Oversaw Treasury services and HR operations

External Roles

OrganizationRoleTenureCommittees/Impact
None disclosed in proxy filings

Board Governance

  • Independence: The Board determined Ms. Larkin is an “independent director” under NYSE American rules and has no disqualifying relationships with the Company .
  • Executive sessions: Independent directors met regularly in executive session each year alongside Board meetings .
  • Attendance: Each director, including Ms. Larkin, attended at least 75% of Board and committee meetings in 2022–2024 .

Committee Memberships and Meetings

YearAudit CommitteeCompensation CommitteeNominating & Corporate GovernanceCommittee ChairsAudit MtgsComp MtgsNominating Mtgs
2022Member Prince (Audit), Roeder (Comp), DeFalco (Nominating) 9 5 2
2023Member Prince (Audit), Roeder (Comp), DeFalco (Nominating) 8 4 3
2024Member Prince (Audit), Roeder (Comp), DeFalco (Nominating) 8 4 2

Independence & Engagement

YearIndependent Director?Board Meetings Held≥75% AttendanceAnnual Meeting Attendance
2022Yes 5 Yes (all directors) 11 directors attended
2023Yes 4 Yes (all directors) 11 directors attended
2024Yes 4 Yes (all directors) All directors attended

Fixed Compensation

Metric20222023
Fees Earned or Paid in Cash ($)$29,063 $46,500

Notes:

  • In 2022, a portion of director retainer fees for several directors was settled via fully vested RSUs; Ms. Larkin’s in-lieu grant covered 3,745 shares for $7,265 of fees . No in-lieu RSU retainer settlement is disclosed for Ms. Larkin in 2023 (cash fees recorded) .

Performance Compensation

Metric20222023
Annual RSU Grant (shares)99,557 RSUs 147,948 RSUs
RSU Grant Date Fair Value ($)$119,765 $112,500
Vesting ScheduleVests in full on earlier of May 26, 2023 or 2023 Annual Meeting (continuous service required) Vests in full on earlier of May 17, 2024 or 2024 Annual Meeting (continuous service required)
In-Lieu RSUs for Cash Retainer (shares)3,745 fully vested RSUs (retainer settlement) Not disclosed for Larkin

Committee scope and rigor:

  • Compensation Committee composition includes independent directors (Roeder, Fiorentino, Edelman, Larkin); the committee met 5 times in 2022, 4 times in 2023–2024; administers executive and director compensation, equity plans, and oversees severance/CoC arrangements .

Other Directorships & Interlocks

  • Public company boards: None disclosed for Ms. Larkin in SENS proxy filings .
  • Interlocks: No interlock or related-party relationships disclosed for Ms. Larkin; Board affirmatively found no disqualifying relationships among independent directors, including Ms. Larkin .

Expertise & Qualifications

  • Degree: B.S., Industrial Management, Georgia Institute of Technology .
  • Domain expertise: Human resources leadership across global medical devices (Abbott Diabetes Care, Vascular, Medical Optics, Animal Health, Electrophysiology) .
  • Governance-relevant experience: Senior HR oversight, compensation policy execution, organizational development across regulated healthcare settings; supports Compensation Committee effectiveness .

Equity Ownership

Date (Outstanding Shares Basis)Beneficially Owned SharesOwnership %
Apr 1, 2023 (479,780,414 shares o/s)127,340 * (less than 1%)
Apr 1, 2024 (530,817,549 shares o/s)299,327 * (less than 1%)
Nov 15, 2024 (595,327,172 shares o/s)323,365 * (less than 1%)
Aug 1, 2025 (814,680,910 shares o/s)528,820 * (less than 1%)

Notes:

  • Ownership includes shares issuable within 60 days via options/warrants under SEC rules; table percentages marked “*” denote less than 1% ownership in the proxy .
  • Company policy prohibits hedging, pledging, short sales, and speculative transactions for directors, reinforcing alignment and reducing risk of misaligned incentives .

Governance Assessment

  • Independence and engagement: Ms. Larkin is an independent director; attended at least 75% of meetings in 2022–2024; independent directors met in executive session regularly—factors supportive of effective oversight and investor confidence .
  • Committee effectiveness: Continuous service on the Compensation Committee across 2022–2024, with regular meetings and clear chartered responsibilities; composition entirely independent, enhancing pay oversight rigor .
  • Pay-for-performance alignment: Director compensation mix emphasizes time-based RSUs with annual vesting aligned to annual meeting dates; modest cash retainer; no options or performance equity disclosed for Ms. Larkin—typical for non-employee directors and aligns with shareholder interests .
  • Policy safeguards: Robust insider trading policy banning hedging/pledging; Board-adopted clawback policy compliant with SEC/NYSE American rules (Nov 2023), strengthening accountability framework .
  • Potential conflicts/related parties: No disqualifying relationships identified for Ms. Larkin; independence affirmed by the Board’s annual review—no related-party exposure flagged in proxy disclosures .

RED FLAGS

  • None identified in proxy disclosures for Ms. Larkin: no pledging/hedging allowed by policy; no related-party transactions or disqualifying relationships disclosed; attendance thresholds met .