Stephen DeFalco
Senseonics HoldingsAbout Stephen P. DeFalco
Stephen P. DeFalco (age 64) is the independent Chairman of Senseonics Holdings, Inc., serving on the board since 2015; he previously chaired Senseonics, Incorporated (2010–2015) and was interim CEO (2010–2011) . He holds an MBA from MIT Sloan, an M.S.E.E. from Syracuse University, and a B.S.M.E. from MIT, and brings deep leadership experience across life sciences and industrial technology companies . The board affirms his independent status under NYSE American rules and highlights the separation of Chair and CEO as a governance strength, with DeFalco presiding over executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Senseonics, Incorporated | Interim Chief Executive Officer | 2010–2011 | Supported transition and early-stage leadership |
| Senseonics, Incorporated | Chairman | 2010–2015 | Board leadership pre-IPO; governance oversight |
| Senseonics Holdings, Inc. | Chairman (Independent) | 2015–present | Presides over independent sessions; agenda-setting |
| Crane & Co., Inc. | Chief Executive Officer; Board member | 2011–2018 | Led global tech company; board governance |
| Nordion Inc. (formerly MDS Inc.) | Chief Executive Officer; Board member | 2005–2010 | Led public life sciences company; board role |
| Lindsay Goldberg & Co LLC | Partner | 2018–2019 | Private equity operating/strategic role |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Creation Technologies (private EMS company) | Chairman & Chief Executive Officer | 2019–present | Interlock: Senseonics director Douglas S. Prince serves on Creation Technologies’ board since 2019 |
| Prior public boards | Nordion Inc.; Crane & Co., Inc. | Various | Prior board service noted in biography |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined “independent” by the board under NYSE American standards |
| Board leadership | Independent Chairman; separate from CEO; presides over executive sessions of independent directors |
| Attendance | The board met 4 times in 2024; each director attended ≥75% of board and committee meetings |
| Committee assignments | Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee Chair |
| Committee cadence (2024) | Audit: 8 meetings; Compensation: 4; Nominating & Corporate Governance: 2 |
| Risk oversight | Chairs coordinate risk reporting; Audit oversees financial, compliance, cyber; Compensation evaluates pay risk; Nominating oversees governance effectiveness |
Fixed Compensation
| Component | 2024 Amount | Policy Basis |
|---|---|---|
| Board annual retainer (member) | $40,000 | Non-employee director policy |
| Chairman additional retainer | $35,000 | Non-employee director policy |
| Audit Committee member retainer | $10,000 | Non-employee director policy |
| Compensation Committee member retainer | $6,500 | Non-employee director policy |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Non-employee director policy |
| Nominating & Corporate Governance Committee chair retainer | $5,000 | Non-employee director policy |
| Fees earned or paid in cash (actual, 2024) | $95,000 | Director compensation table (DeFalco) |
| Election to receive stock in lieu of cash | RSUs in lieu of $23,750 quarterly fees (42,410 shares) | Optional under policy; footnote details |
| Consultant | Willis Towers Watson advised on market data |
Performance Compensation
| Equity Component | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual director equity (continuing directors) | $112,500 | RSU or option; one-year vest for annual grants (options at FMV) | 2024 equity for DeFalco: $112,500 |
| Initial director equity (newly elected directors) | $225,000 | RSU: annual in 3 installments; Options: monthly over 3 years | At Compensation Committee election |
| Performance metrics | Not applicable | No performance conditions disclosed for director awards | Policy is time-based vesting |
Other Directorships & Interlocks
| Company | Type | Role | Interlock / Potential Conflict Consideration |
|---|---|---|---|
| Creation Technologies | Private | Chairman & CEO | Interlock with Senseonics director Douglas S. Prince on Creation’s board (monitor information flow) |
| Nordion Inc. | Public (historic) | CEO; Board | Historical role; no current SENS transaction disclosed |
| Crane & Co., Inc. | Private (historic) | CEO; Board | Historical role; no current SENS transaction disclosed |
Expertise & Qualifications
- Executive leadership across life sciences (Nordion) and industrial technology (Crane), plus operating partner experience in private equity; extensive commercialization, operations, and governance background .
- Technical and analytical rigor supported by engineering degrees (MIT, Syracuse) and MBA (MIT Sloan) .
- Board leadership experience and independent chair responsibilities at Senseonics, including presiding over executive sessions and agenda-setting .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Stephen P. DeFalco | 1,911,961 | 321,223 | 2,233,184 | <1% (as reported) |
| Notes | — | Options detail reflects exercisability within 60 days of Aug 1, 2025 | Beneficial ownership per SEC rules | 814,680,910 shares outstanding on Aug 7, 2025 |
- Hedging/pledging: Company policy prohibits short sales, options, hedging transactions, securities pledging, margin accounts by directors; no pledging disclosed for DeFalco .
- Ownership guidelines: Director stock ownership guidelines not disclosed in proxy; directors may elect stock in lieu of cash to increase alignment .
Governance Assessment
- Strengths: Independent Chair structure separating oversight from management; DeFalco presides over executive sessions; multi-committee service (Audit member; Nominating Chair; Compensation member) enhances oversight; consistent attendance ≥75% in 2024; hedging/pledging prohibited by policy .
- Alignment: Mix of cash ($95k) and equity ($112.5k) indicates majority equity orientation; ability to take RSUs instead of cash (DeFalco elected $23,750 in RSUs) further aligns incentives .
- Potential conflicts/interlocks: Shared role with Douglas S. Prince at Creation Technologies (private) suggests network interlock—monitor for related-party transactions; no such transactions disclosed in proxy; Audit Committee retains responsibility to review related-person transactions .
- Risk indicators: No director-specific legal proceedings or pledging disclosed; company maintains SEC-compliant clawback policy for executive incentive compensation (applies to executives; not director cash/equity) .
RED FLAGS to monitor: Interlock with Creation Technologies (information flow, potential related-party exposure if any transactions emerge) . Presence of non-independent directors appointed by PHC/Ascensia underscores importance of strong independent chair oversight; no specific conflict for DeFalco disclosed .