Timothy Goodnow
Senseonics HoldingsAbout Timothy Goodnow
Timothy T. Goodnow, Ph.D. (age 63) is President, CEO, and a director of Senseonics (SENS) since 2015; he previously served on Senseonics, Incorporated’s board (2010–2015), and was VP, Technical Operations at Abbott Diabetes Care (2000–2011) with prior roles at TheraSense, Verax Biomedical, Dade Behring and Baxter Healthcare. Dr. Goodnow holds a Ph.D. and B.S. in chemistry from the University of Miami . SENS reports revenues of $22.5M (FY2024), $22.4M (FY2023) and $16.4M (FY2022) in its pay-versus-performance disclosures, with TSR index values of $19.60, $21.35 and $38.58 over 2024–2022 respectively, and net income (loss) of $(78.6)M, $(60.4)M and $142.1M for those years . Additional revenue and EBITDA context is below.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abbott Diabetes Care | VP, Technical Operations | 2000–2011 | Led technical ops in diabetes devices; background directly relevant to CGM execution |
| TheraSense; Verax Biomedical; Dade Behring; Baxter Healthcare | Various roles | Prior to 2000 | Built cross-functional medical device expertise leveraged at Senseonics |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Dr. Goodnow |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 613,000 | 613,000 | 635,000 |
| Target Bonus (% of Salary) | 100% | 100% | — |
| Actual Annual Bonus/Non-Equity Incentive ($) | 615,300 | 613,000 | — |
| Stock Awards Grant-Date Fair Value ($) | 2,308,740 | 2,045,000 | — |
Notes:
- 2024 bonuses were based on corporate goals in financial performance, regulatory milestones, and product development; the committee certified 100% achievement for payout determination .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Annual Corporate Objectives (financial, regulatory, product dev.) | Not disclosed | 100% of base salary | 100% achieved | 613,000 (2024) | Cash 2024 bonus |
| RSU – 2024 annual grant | — | — | Service-based | Grant value $2,045,000 | 8 equal installments from 6/15/2024 then 6-month intervals starting 11/15/2024 |
| RSU – 2023 annual grant | — | — | Service-based | Grant value $2,308,740 | 8 equal installments from 6/15/2023 then 6-month intervals starting 11/15/2023 |
| Historical performance RSU (FDA 180-day approval) | — | FDA approval | Achieved Jan 2022 | Vested in full | Performance vesting upon FDA approval |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 9,916,573 shares; 1.5% of outstanding |
| Ownership Breakdown | 5,886,448 common; 2,848,562 options exercisable within 60 days; 1,181,563 RSUs vesting within 60 days (as of 4/1/2025) |
| Unvested RSUs outstanding (12/31/2024) | 440,733 (2022 grant); 1,568,011 (2023); 3,415,163 (2024) |
| Option Awards (exercisable; strike; expiry) | 173,113 @ $1.95 exp 7/23/2025; 347,652 @ $2.97 exp 4/11/2026; 750,000 @ $2.74 exp 1/16/2027; 777,797 @ $2.62 exp 2/1/2028; 800,000 @ $2.72 exp 1/16/2029 |
| Hedging/Pledging | Company policy prohibits short sales, options, hedging transactions, securities pledging, margin accounts on Company stock |
| Ownership Guidelines | Not disclosed for executives in proxy; director guidelines discussed generally via governance practices |
Insider selling pressure context:
- Semiannual RSU vesting cadence on/around June 15 and November 15 creates predictable supply events; unvested RSU inventory indicated above .
- No pledging permitted, which mitigates forced selling risk from collateral requirements .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Amended and restated employment agreement (July 2015) |
| Severance (no cause/good reason) | 18 months base salary, 100% target bonus, up to 18 months healthcare continuation, expense reimbursement |
| Change-in-Control (coincident) | Same as above but 150% of target bonus; 50% of then-unvested equity becomes vested |
| Double-trigger (termination ≤12 months post-CIC) | 100% of then-unvested equity becomes fully vested |
| Legacy options | All options granted prior to March 2016 IPO fully vest upon change in control |
| Clawback | SEC/NYSE American compliant clawback policy adopted Nov 2023; applies to erroneously awarded incentive comp for past 3 fiscal years in case of restatements, regardless of misconduct |
| Non-compete/Non-solicit | Not disclosed in proxy |
Board Governance
- Role: Class I director continuing in office until the 2026 annual meeting; CEO and director since 2015; not an independent director due to employment .
- Committees: Dr. Goodnow does not serve on Audit, Compensation, or Nominating & Corporate Governance committees per the committee roster .
- Leadership structure: Independent Chairman (Stephen DeFalco), with CEO and Chair roles separated to enhance oversight and accountability .
- Independence: Board determined a majority of directors are independent; Goodnow and certain other directors are not independent due to employment or relationships (PHC/Ascensia) .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of Board/committee meetings; independent directors held regular executive sessions .
Dual-role implications:
- CEO + Director: Not independent; mitigated by independent Chair and independent committee structure .
Say-on-Pay & Shareholder Votes (2025):
- Say-on-pay: For 154,434,501; Against 18,910,102; Abstain 1,379,368; broker non-votes 176,944,146 .
- Director elections (Class III): All nominees elected; detailed votes disclosed .
Director Compensation
- Executive directors (Goodnow; Kaufman) receive no additional director compensation for board service .
- Non-employee director policy: Cash retainers and annual equity (initial grant $225,000; annual grant $112,500 in RSUs or options); some directors elected stock in lieu of cash .
Company Performance Context (for pay-for-performance analysis)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $16.389M * | $22.390M * | $22.472M * |
| EBITDA ($USD) | $(67.642)M* | $(74.326)M* | $(73.367)M* |
Values with asterisk retrieved from S&P Global.
Additional pay-versus-performance disclosures:
- Total revenue ($M): 16.4 (2022); 22.4 (2023); 22.5 (2024)
- Net income (loss) ($M): 142.1 (2022); (60.4) (2023); (78.6) (2024)
- TSR index (value of $100 investment): $38.58 (2022); $21.35 (2023); $19.60 (2024)
Recent operating execution (Q3 2025):
- Revenue $8.1M, +90% YoY; U.S. new patient starts up 160% YoY; planning transition of Eversense commercialization from Ascensia to Senseonics .
- Full-year 2025 outlook: ~$35M revenue; gross margins 35–40%; cash used in operations ~$60M .
Compensation Committee & Peer Group
- Compensation Committee (independent): Roeder (Chair), Fiorentino, Edelman, Larkin; met 4 times in 2024; uses Willis Towers Watson (WTW) for peer analyses; WTW assessed as independent with no conflicts .
- Committee process: Annual base salary review, target bonuses, RSU grants; most awards approved in H1; RSUs used since 2020 to reduce dilution vs options .
Related Party Transactions & Red Flags
- Ascensia distribution agreement: Exclusive global distribution rights with tiered revenue shares; accounted for 82% (2024) and 93% (2023) of net revenues; significant customer concentration and governance linkage via PHC-designated directors .
- PHC financing: Pre-funded warrants from exchange and purchase agreements; PHC rights to designate up to two directors subject to ownership thresholds .
- Hedging/pledging prohibited; no option repricing disclosures; clawback policy in place .
Investment Implications
- Alignment: High at-risk cash bonus tied to corporate outcomes (100% of salary target), plus sizable semiannual RSU vesting schedule; total beneficial ownership of 1.5% signals skin-in-the-game, with no pledging permitted under policy .
- Retention and CIC economics: 18-month salary and 100% target bonus severance; enhanced 150% target bonus and 50% acceleration on CIC; full acceleration on double-trigger post-CIC; legacy options fully vest on CIC—attractive protections that could raise takeover costs but also incentivize continuity through strategic events .
- Selling pressure: Predictable RSU vesting in June/November; substantial unvested RSU overhang could translate to supply near vest dates; policy mitigates hedging/pledging risks .
- Governance: CEO not independent but balanced by independent Chair and independent committees; regular executive sessions; board attendance ≥75% . Customer concentration and PHC/Ascensia ties elevate related-party oversight needs .
- Performance trajectory: 2024 revenue flat vs 2023 in disclosures, with stronger growth signals emerging in 2025 (Q3 +90% YoY) and commercialization transition back to SENS—variable near-term earnings (negative EBITDA) but improving gross margins outlook .
Recommended monitoring:
- Upcoming RSU vest dates and any Form 4 activity around June 15/Nov 15 windows .
- Progress on commercialization transition from Ascensia and regulatory milestones (CE Mark; Gemini IDE) relative to incentive metrics .
- Say-on-pay outcomes and any changes in peer group or bonus metric rigor in 2026 proxy .