Steven Edelman
Senseonics HoldingsAbout Steven Edelman
Independent director of Senseonics since 2016; age 69. Dr. Edelman is a Professor of Medicine (Endocrinology, Diabetes & Metabolism) at UC San Diego and the VA San Diego Healthcare System (since 2001). He founded and directs Taking Control of Your Diabetes (TCOYD), a diabetes patient education non‑profit (founded 1995). Education: B.A. and M.S. (Biology) from UCLA; M.D. from UC Davis .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| UC San Diego; VA San Diego Healthcare System | Professor of Medicine (Endocrinology, Diabetes & Metabolism) | Since 2001 | Clinical and academic leadership in diabetes; supports translational perspective on CGM adoption |
| Taking Control of Your Diabetes (TCOYD) | Founder and Director (non‑profit) | Since 1995 | Patient education/motivation; enhances user-centric lens on product and adherence |
| Diabetes Care Clinic, VA Medical Center | Director | Not dated; current | Clinical program leadership (diabetes care delivery) |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy statement |
| Private/non‑profit/academic roles | Director of TCOYD (non‑profit); Professor (UCSD); Director, Diabetes Care Clinic VA Medical Center |
Board Governance
- Independence: Determined “independent” under NYSE American rules (one of 6 independent directors out of 10) .
- Committee assignments (2024): Member, Compensation Committee; Member, Nominating & Corporate Governance Committee. Chairs: Compensation—Douglas A. Roeder; Nominating & Corporate Governance—Stephen P. DeFalco; Audit—Douglas S. Prince .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of Board and committee meetings during their service; independent directors met in executive session regularly; all then‑serving directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Stephen P. DeFalco); CEO and Chair roles separated .
- Related‑party exposure at Board level: PHC Holdings has rights to designate up to two directors (currently Brian Hansen and Koichiro Sato), reflecting a significant partner/holder presence on the Board . Ascensia (PHC affiliate) is the exclusive global distributor and represented 82% of 2024 and 93% of 2023 revenue, a structural concentration risk overseen by the Board .
Fixed Compensation
- Director cash retainer policy (non‑employee): Board $40,000; Audit Committee member $10,000 (Chair +$10,000); Compensation member $6,500 (Chair +$7,500); Nominating & Governance member $5,000 (Chair +$5,000). Directors may elect to receive cash retainers in stock .
| Steven Edelman – 2024 Director Fees | Amount (USD) |
|---|---|
| Board retainer | $40,000 |
| Compensation Committee member | $6,500 |
| Nominating & Corporate Governance member | $5,000 |
| Total fees (policy math) | $51,500 |
| Fees earned/paid (reported) | $51,500 |
| Delivery form | Company granted fully vested RSUs in lieu of quarterly retainers (Edelman aggregate $51,500 delivered in shares) |
Performance Compensation
- Equity structure (directors): Annual equity grant with grant‑date fair value $112,500, delivered as RSUs or stock options (at Committee’s election). 2024 annual grants vested in full on the earlier of May 22, 2025 or the 2025 annual meeting, contingent on service. Initial director grants are $225,000 fair value with 3‑year vesting cadence .
| Component | 2024 Award | Vesting | Performance Metrics |
|---|---|---|---|
| Annual director equity (Edelman) | $112,500 RSUs (236,344 units) | Cliff vest on earlier of May 22, 2025 / 2025 AGM (service‑based) | None disclosed; time‑based vesting only |
No director performance metrics (revenue, EBITDA, TSR, ESG, etc.) are tied to non‑employee director pay; all equity is time‑based per policy .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| PHC/Ascensia tie‑in | PHC beneficial owner with rights to designate up to two directors; PHC designees currently on Board (Brian Hansen of Ascensia; Koichiro Sato of PHC) . |
| Commercial concentration | Ascensia distribution accounted for 82% (2024) and 93% (2023) of net revenue; commissions and balances outstanding disclosed—a related‑party transaction overseen by Audit Committee . |
| Edelman conflicts | No related‑party transactions disclosed for Dr. Edelman; remains independent . |
Expertise & Qualifications
- Clinical diabetes expertise: Longstanding endocrinologist; leadership across academic and VA systems; patient education leader via TCOYD .
- Governance/comp: Member of Compensation and Nominating & Governance Committees, aligning clinical insights with governance and pay structure oversight .
- Policies supporting alignment/governance: Clawback policy adopted in 2023 compliant with SEC/NYSE rules; Insider Trading policy prohibits hedging, short sales, options, pledging or margin—applies to directors .
Equity Ownership
| As‑of Date | Total Beneficial Ownership (shares) | % Outstanding | Common Shares | Options (exercisable ≤60 days) | RSUs vesting ≤60 days | Notes |
|---|---|---|---|---|---|---|
| April 1, 2025 | 1,485,760 | <1% | 888,223 | 361,193 | 236,344 | RSUs were 2024 annual director award vesting in 2025 |
| August 1, 2025 | 1,512,808 | <1% | 1,151,615 | 361,193 | — | Later snapshot (post‑partial vest) |
- Ownership guidelines: No specific director stock ownership guideline disclosed in the proxy; however, directors may elect equity in lieu of cash retainers, and Edelman received retainers in stock in 2024 .
- Hedging/pledging: Prohibited for directors under company policy (mitigates misalignment and collateral risk) .
Governance Assessment
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Strengths
- Independence and domain expertise: Clinician‑operator perspective in diabetes; independent status; service on Compensation and Nominating & Governance supports effective oversight of pay and board composition .
- Engagement: Board/committee attendance ≥75%; independent executive sessions; all directors attended 2024 annual meeting .
- Alignment: Took 2024 retainers in stock; receives time‑based RSUs; hedging/pledging prohibited; SEC‑compliant clawback in place .
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Watch items / potential risk signals (Board‑level context, not specific to Edelman)
- Related‑party influence and revenue concentration: Ascensia/PHC relationships (board designees; 82% of 2024 revenue) present inherent conflicts requiring robust Audit and independent director oversight .
- Concentrated governance rights: PHC’s board designation rights can influence board composition and deliberations; independence of key committees (which include Edelman) is important as a counterbalance .
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Compensation structure (directors)
- Conservative, market‑standard design: Modest cash retainers augmented by annual time‑based RSUs; no performance metrics for director pay (limits pay‑for‑performance signaling but aligns with governance best practices for non‑employee directors) .
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Net take: Edelman’s independent status, clinical credibility, and committee roles bolster investor confidence in oversight of compensation and governance. The primary governance risk at SENS is structural (PHC/Ascensia concentration and board rights), not Edelman‑specific; continued strong independent director presence and committee rigor—where Edelman participates—are key mitigants .