UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
NEVRO CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee |
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NEVRO CORP.
1800 Bridge Parkway
Redwood City, California 94065
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 202126, 2022
To the Stockholders of Nevro Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Nevro Corp., a Delaware corporation (the “Company”), will be held on May 25, 202126, 2022 at 10:30 a.m. Pacific Time. This year’s Annual Meeting will be held entirely online to allow greater participation and improved communication and provide cost savings for our stockholders and the Company. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/NVRO2021,NVRO2022, where you will be able to listen to the meeting live, submit questions and vote. The Annual Meeting will be held for the following purposes:
| 1. | To elect D. Keith Grossman, Michael DeMane, Frank Fischer, Sri Kosaraju, Shawn T McCormick, Kevin O’Boyle, Karen Prange, Susan Siegel and |
| 2. | To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, |
| 3. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders; |
4. | To hold a non-binding advisory vote on the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers; and |
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| To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on March 30, 202128, 2022 (the “Record Date”) can vote at this meeting or any adjournments that take place.
The Board of Directors recommends that you vote as follows on the matters to be presented to stockholders at the Annual Meeting:
| 1. | FOR the election of the director nominees named in Proposal 1 of the Proxy Statement, to hold office until the |
| 2. | FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm, as described in Proposal 2 of the Proxy Statement; and |
| 3. | FOR the advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal 3 of the Proxy Statement. |
4. | 1 YEAR for the non-binding advisory vote regarding the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers, as described in Proposal No. 4 of the Proxy Statement. |
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR 20202021 ANNUAL REPORT ON FORM 10-K AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE SECTION TITLED “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
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| By Order of the Board of Directors |
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| /S/ D. KEITH GROSSMAN |
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| D. Keith Grossman |
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| President and Chief Executive Officer |
Redwood City, California |
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TABLE OF CONTENTS
1800 Bridge Parkway
Redwood City, California 94065
PROXY STATEMENT
FOR THE 20212022 ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 202126, 2022
We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of Nevro Corp. (referred to herein as the “Company,” “Nevro,” “we,” “us” or “our”) is soliciting your proxy to vote at our 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday,Thursday, May 25, 202126, 2022 at 10:30 a.m. Pacific Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/NVRO2021,NVRO2022, where you will be able to listen to the meeting live, submit questions and vote online.
This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our 20212022 Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 20202021 (the “Form 10-K”), over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of March 30, 202128, 2022 (the “Record Date”) for the first time on or about April 12, 2021.11, 2022. The Notice of Internet Availability will contain instructions on how to access and review the 20212022 Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “Financial Information” section of our website at http://www.nevro.com/.
The only outstanding voting securities of Nevro are shares of common stock, $0.001 par value per share (the “common stock”), of which there were 34,692,26435,192,395 shares outstanding as of the Record Date (excluding any treasury shares). The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, in attendance online or represented by proxy, are required to hold the Annual Meeting.
INFORMATION ABOUT THE PROXY PROCESS AND VOTING
Why am I receiving these materials?
We have made this Proxy Statement and Proxy Card available to you on the internet or, upon your request, have delivered printed proxy materials to you, because the Board is soliciting your proxy to vote at the Annual Meeting, including any adjournments or postponements thereof. You are invited to attend the Annual Meeting online; however, you are not required to attend the Annual Meeting in order to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below to submit your proxy over the telephone or on the internet.
This Proxy Statement, the Notice of Internet Availability, the Notice of Annual Meeting and accompanying Proxy Card were first made available for access by our stockholders on or about April 12, 202111, 2022 to all stockholders of record entitled to vote at the Annual Meeting.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 34,692,26435,192,395 shares of common stock issued and outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, EQ Shareowner Services, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting online, we urge you to fill out and return the Proxy Card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting online. However, since you are not the stockholder of record, you may not vote your shares during the Annual Meeting unless you request and obtain a valid Proxy Card from your broker or other agent.
What am I being asked to vote on?
You are being asked to vote on three (3) proposals:
Proposal 1—the election of D. Keith Grossman, Michael DeMane, Frank Fischer, Sri Kosaraju, Shawn T McCormick, Kevin O’Boyle, Karen Prange, Susan Siegel and Brad Vale, Ph.D., D.V.M.Elizabeth Weatherman to hold office until the 20222023 annual meeting of stockholders;
Proposal 2—the ratification of the selection, by the Audit Committee of our Board, of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021;2022;
Proposal 3—a non-binding, advisory vote to approve the compensation of our named executive officers; and
Proposal 4—a non-binding advisory vote on the frequency of future advisory votes by stockholders on the compensation of our named executive officers.
In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.
How do I attend, vote and ask questions at the Virtual Annual Meeting?
This year’s Annual Meeting will be held on May 25, 202126, 2022 at 10:30 a.m. Pacific Time entirely online to allow greater participation and improved communication and provide cost savings for our stockholders and the Company.
Log in Instructions. Stockholders of record as of March 30, 202128, 2022 will be able to attend and participate in the Annual Meeting online by accessing www.virtualshareholdermeeting.com/NVRO2021.NVRO2022. To join the Annual Meeting, you will need to have your 16-
digit16-digit control number which is included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied the proxy materials. The audio webcast of the Annual Meeting will begin promptly at 10:30 a.m. Pacific Time. Online access to the audio webcast will open approximately fifteen minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.
Voting at the virtual Annual Meeting. Stockholders of record as of March 30, 202128, 2022 may vote their shares at www.proxyvote.com prior to or at www.virtualshareholdermeeting.com/NVRO2021NVRO2022 during the virtual Annual Meeting. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.
Submitting Questions prior to and at the virtual Annual Meeting. Stockholders may submit questions in writing during the Annual Meeting at the following website: www.virtualshareholdermeeting.com/NVRO2021.NVRO2022. Stockholders will use their 16-digit control number which is included on their Notice of Internet Availability of Proxy Materials, their proxy card or on the instructions that accompanied the proxy materials. As part of the Annual Meeting, we will hold a live Q&A session, during which we will answer questions pertinent to the Company and the meeting matters as they come in and address those asked in advance, as time permits.
Technical Assistance. We will have technicians ready to assist stockholders beginning 15 minutes prior to the start of the virtual Annual Meeting and during the virtual Annual Meeting with any technical difficulties they may have accessing or hearing and viewing the virtual meeting.
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform log-in page.
How do I vote?
For Proposal 1, the election of directors, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify.
For Proposal 2, the ratification of the selection, by the Audit Committee of our Board, of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021,2022, you may either vote “For” or “Against” or abstain from voting.
For Proposal 3, the non-binding, advisory vote to approve the compensation of our named executive officers, you may either vote “For” or “Against” or abstain from voting.
For Proposal 4, you may vote for “1 Year,” “2 Years” or “3 Years” or abstain from voting.
Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.
The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet or by telephone. Whether or not you plan to attend the Annual Meeting online, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote online. In such case, your previously submitted proxy will be disregarded.
To vote at the Annual Meeting, attend the Annual Meeting online and follow the instructions posted at www.virtualshareholdermeeting.com/NVRO2021.NVRO2022.
To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us on or prior to May 24, 2021,25, 2022, we will vote your shares in accordance with the Proxy Card.
To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability.
To vote by telephone, you may vote by proxy by calling the toll-free number found on the Proxy Card.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote at the Annual Meeting, you will need your 16-digit control number. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request your 16-digit control number in the unlikely event that you do not have one.
We provide internet proxy voting to allow you to vote your shares online before the Annual Meeting takes place, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
Who counts the votes?
Broadridge Financial Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate stockholder votes as the Inspector of Election (the “Inspector”). If you are a stockholder of record, your executed Proxy Card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker returns one Proxy Card to Broadridge on behalf of all its clients.
How are votes counted?
Votes will be counted by the Inspector appointed for the Annual Meeting. With respect to Proposal 4, the Inspector will separately count “1 Year,” “2 Years” and “3 Years” votes, abstentions and broker non-votes. For all other proposals, the Inspector will separately count “For” and, with respect to Proposal 2 and Proposal 3, “Against” votes, abstentions and broker non-votes. In addition, with respect to Proposal 1, the election of directors, the Inspector will count the number of “Withheld” votes received for the nominees. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. See below for more information regarding: “What are “broker non-votes”?” and “Which ballot measures are considered “routine” or “non-routine”?”
What are “broker non-votes”?
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.
Which ballot measures are considered “routine” or “non-routine?”
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 20212022 (Proposal 2) is considered “routine” under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 2. The election of directors (Proposal 1) and, the non-binding advisory vote on the compensation of our named executive officers (Proposal 3) and the non-binding advisory vote on the frequency of future advisory votes on executive compensation (Proposal 4) are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal 1, Proposal 3 and Proposal 3.4.
How many votes are needed to approve the proposal?
With respect to Proposal 1, the election of directors, the sixnine nominees receiving the highest number of “For” votes will be elected.
In accordance with the policy adopted by our Board, in this election, an incumbent candidate for director who does not receive the affirmative “For” vote of a majority of the votes cast for his or her election (i.e., the director receives a greater number of votes “Withheld” for his or her election than votes “For”) shall promptly tender his or her resignation to the Board. The Nominating and Corporate Governance Committee of the Board, or a committee of independent directors in the event the subject director is a member of the Nominating and Corporate Governance Committee, will then make a recommendation to the Board and the Board (excluding the subject director) will make a determination as to whether to accept or reject the tendered offer of resignation generally within 90 days after certification of the election results of the stockholder vote. Following such determination, we will publicly disclose the decision regarding any tendered offer of resignation in a filing of a Current Report on Form 8-K with the SEC. If a director’s offer to resign is not accepted by the Board, such director shall continue to serve until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal.
With respect to Proposal 2, the ratification of the selection, by the Audit Committee of our Board, of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021,2022, the affirmative vote of the majority of votes cast (excluding abstentions) is required for approval. This is a routine proposal and therefore we do not expect any broker non-votes.
With respect to Proposal 3, the non-binding, advisory vote to approve the compensation of our named executive officers, the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval. While the vote on this resolution is advisory and not binding on us, our Compensation Committee and our Board will consider the outcome of the vote on this resolution when considering future executive compensation decisions.
With respect to Proposal 4, the advisory vote frequency alternative (1 Year, 2 Years or 3 Years) receiving the highest number of votes will be approved. If none of the frequency alternatives receives a majority of the votes cast (excluding abstentions and broker non-votes), we will consider the highest number of votes cast by the stockholders to be the frequency that has been selected by the stockholders. However, this proposal is advisory and non-binding upon us.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
What if I return a Proxy Card but do not make specific choices?
If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted as follows:
“For” the election of each of the sixnine nominees for director;
“For” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;2022; and
“For” the non-binding, advisory vote to approve the compensation of our named executive officers.
“1 Year” for the non-binding advisory vote regarding the future advisory votes by the stockholders on the compensation of our named executive officers.
If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one set of materials?
If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:
You may submit another properly completed proxy with a later date.
You may send a written notice by May 24, 202125, 2022 that you are revoking your proxy to our Corporate Secretary at 1800 Bridge Parkway, Redwood City, California 94065.
You may attend the Annual Meeting online and vote by following the instructions at www.virtualshareholdermeeting.com/NVRO2021.NVRO2022. Simply attending the Annual Meeting online will not, by itself, revoke your proxy.
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.
When are stockholder proposals due for next year’s Annual Meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 12, 2021,2022, to our Corporate Secretary at 1800 Bridge Parkway, Redwood City, California 94065; provided that if the date of the annual meeting is more than 30 days from May 25, 2022,26, 2023, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’s annual meeting. Pursuant to the Company’s Amended and Restated Bylaws (the “Bylaws”), in order for a stockholder to present a proposal for next year’s annual meeting, other than proposals to be included in the proxy statement as described above, or to nominate a director, you must do so between January 21, 202226, 2023 and February 20, 2022;25, 2023; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after May 25, 2022,26, 2023, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareowners who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than March 27, 2023.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in attendance online or represented by proxy at the Annual Meeting. On the Record Date, there were 34,692,26435,192,395 shares outstanding and entitled to vote. Accordingly, 17,346,13317,596,198 shares must be represented by stockholders in attendance online at the Annual Meeting or by proxy to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, in attendance online or represented by proxy, may adjourn the Annual Meeting to another time or place.
How can I find out the results of the voting at the Annual Meeting?
Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.
ELECTION OF DIRECTORS
At the 2019 annual meeting of stockholders, our stockholders approved an amendment to our amended and restated certificate of incorporation to declassify the Board.Board over a period of three years. Beginning with the 2020 annual meeting of stockholders and continuing at this Annual Meeting, the directors whose terms expire are elected to hold office for a one-year term expiring at the following annual meeting of stockholders. Beginning with the 2022 annual meeting of stockholders, and at each annual meeting thereafter, all directors shall be elected for one-year terms expiring at the next annual meeting after their election. Our Bylaws provide that the number of directors constituting the Board shall be determined from time to time by the Board. Currently, the number of directors constituting the Board is fixed at nine.ten; however, the Board will decrease it to nine following the Annual Meeting, as Dr. Vale will not stand for reelection when his current term expires on the date of the Annual Meeting.
TheAccordingly, the terms for sixall of our other directors, D. Keith Grossman, Michael DeMane, Frank Fischer, Sri Kosaraju, Shawn T McCormick, Kevin O’Boyle, Karen Prange, Susan Siegel and Brad Vale, PhD., D.V.M.Elizabeth Weatherman expire at this Annual Meeting. All have been nominated for re-election by our Board. If elected, each of the nominees will hold office for one-year terms expiring at the annual meeting for fiscal year 20222023 or until his or her successor is elected and qualified, or until such director’s earlier death, resignation or removal.
Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the sixnine nominees named above. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.
In accordance with the policy adopted by the Board, in this election, an incumbent candidate for director who does not receive the affirmative “For” vote of a majority of the votes cast for his or her election (i.e., the director receives a greater number of votes “Withheld” for his or her election than votes “For”) shall promptly tender his or her resignation to the Board. The Nominating and Corporate Governance Committee of the Board, or a committee of independent directors in the event the subject director is a member of the Nominating and Corporate Governance Committee, will then make a recommendation to the Board and the Board (excluding the subject director) will make a determination as to whether to accept or reject the tendered offer of resignation generally within 90 days after certification of the election results of the stockholder vote. Following such determination, we will publicly disclose the decision regarding any tendered offer of resignation in a filing of a Current Report on Form 8-K with the SEC. If a director’s offer to resign is not accepted by the Board, such director shall continue to serve until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal.
The following table sets forth the director nominees (who are currently standing for election or re-election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages and position/office held within the Company as of March 31, 2021:2022:
Name |
| Age |
| Position/Office Held With the Company |
| Director Since |
| Age |
| Position/Office Held With the Company |
| Director Since |
Director nominees for this Annual Meeting | Director nominees for this Annual Meeting |
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| Director nominees for this Annual Meeting |
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D. Keith Grossman |
| 61 |
| Chairman, President and Chief Executive Officer |
| 2019 | ||||||
Michael DeMane |
| 64 |
| Lead Director |
| 2011 |
| 65 |
| Lead Director |
| 2011 |
Frank Fischer (3) |
| 79 |
| Director |
| 2012 |
| 80 |
| Director |
| 2012 |
Sri Kosaraju |
| 44 |
| Director |
| 2021 | ||||||
Shawn T McCormick (1) |
| 56 |
| Director |
| 2014 |
| 57 |
| Director |
| 2014 |
Kevin O'Boyle (1) |
| 65 |
| Director |
| 2019 |
| 66 |
| Director |
| 2019 |
Karen Prange (1)(3) |
| 57 |
| Director |
| 2019 |
| 58 |
| Director |
| 2019 |
Brad Vale, Ph.D., D.V.M. (2) |
| 68 |
| Director |
| 2015 | ||||||
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Continuing directors whose terms expire at the 2022 annual meeting of stockholders |
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D. Keith Grossman |
| 60 |
| Chairman, President and Chief Executive Officer |
| 2019 | ||||||
Susan Siegel (2) |
| 60 |
| Director |
| 2020 |
| 61 |
| Director |
| 2020 |
Elizabeth Weatherman (2)(3) |
| 61 |
| Director |
| 2019 |
| 62 |
| Director |
| 2019 |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Nominating and Corporate Governance Committee. |
Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.
Nominees for Election at this Annual Meeting
D. Keith Grossman joined us in March 2019 as our President and Chief Executive Officer and additionally has served as Chairman of the Board since May 2019. Mr. Grossman has over 30 years of experience in the medical device field. Mr. Grossman served most recently, and for the second time, as the President, Chief Executive Officer and director of Thoratec Corporation (“Thoratec”), leading up to its 2015 sale to St. Jude Medical. Prior to Thoratec, he served as President, Chief Executive Officer and director of Conceptus, a women’s health medical device company, leading up to its sale to Bayer Healthcare. Prior to Conceptus, Mr. Grossman served as managing director of Texas Pacific Group (“TPG”), a private equity firm, as a member of its healthcare investment team. Prior to TPG, Mr. Grossman served as Thoratec’s President, Chief Executive Officer and director for the first ten years of its growth as a commercial company. Mr. Grossman currently serves as Lead Independent Director and a member of the nominating and corporate governance committee and the compensation committee of Outset Medical, Inc. Mr. Grossman also serves as Vice Chairman, chairperson of the governance and nomination committee and member of the innovation committee of Alcon, Inc., and previously served as a member of the board of directors of ViewRay, Inc., Intuitive Surgical, Inc., Kyphon, Inc., Zeltiq and a number of privately-held medical device companies. Mr. Grossman received a B.S. in Animal Science from The Ohio State University and an M.B.A. from Pepperdine University. We believe Mr. Grossman is qualified to serve on our Board due to his medical device company and industry experience, extensive leadership experience as the chief executive officer of medical device companies and service on other boards of directors.
Michael DeMane joined us in March 2011 and has served as our Chief Executive Officer and as Executive Chairman. Effective January 1, 2017, Mr. DeMane transitioned to non-executive Chairman of the Board. In May 2019, Mr. DeMane became our Lead Director. Mr. DeMane has served on the board of directors of several private companies since 2009, as well as on the board of directors of eResearch Technology, Inc., a public company specializing in contract research clinical services, from July 2008 to April 2012. From March 2009 to June 2010, Mr. DeMane served as a Senior Advisor to Thomas, McNerney & Partners, a healthcare venture firm. Mr. DeMane served as the Chief Operating Officer of Medtronic from August 2007 to April 2008. Prior to his COO role, Mr. DeMane served at Medtronic as Senior Vice President from May 2007 to August 2007, Senior Vice President and President: Europe, Canada, Latin America and Emerging Markets from August 2005 to May 2007, Senior Vice President and President: Spinal, ENT and Navigation from February 2002 to August 2005, and President, Spinal from January 2000 to February 2002. Prior to that, he was President at Interbody Technologies, a division of Medtronic Sofamor Danek, Inc., from June 1998 to December 1999. From April 1996 to June 1998, Mr. DeMane served at Smith & Nephew Pty. Ltd. as Managing Director, Australia and New Zealand, after a series of research and development and general management positions with Smith & Nephew Inc. Mr. DeMane earned a B.S. in Chemistry from St. Lawrence University and an M.S. in Bioengineering from Clemson University. We believe that Mr. DeMane is qualified to serve on our Board due to his investment experience, strategic leadership track record, service on other boards of directors of companies in the healthcare industry and his previous service as our Chief Executive Officer.
Frank Fischer has served on our Board since October 2012. Mr. Fischer is currently the chairman of the board of directors and the chairperson of the nominating and corporate governance committee of NeuroPace, Inc., a privately-heldpublicly-held developer of treatment devices for neurological disorders. Mr. Fischer joined NeuroPace, Inc. in 2000 and previously served as its President and Chief Executive Officer until July 2019. From May 1998 to September 1999, Mr. Fischer was President, Chief Executive Officer and a director of Heartport, Inc., a formerly publicly-traded cardiac surgery company (later acquired by Johnson & Johnson in 2001). From 1987 to 1997, Mr. Fischer served as President and Chief Executive Officer of Ventritex, Inc., a publicly-traded designer, developer, manufacturer and marketer of implantable defibrillators and related products for the treatment of ventricular tachycardia and ventricular fibrillation, which was acquired by St. Jude Medical in 1997. In addition to serving on the board of directors of NeuroPace, Inc., Mr. Fischer also serves on the board of directors of Proteus Digital Health and previously served as a member of the board of directors of several privately-held companies. Mr. Fischer received a B.S. in Mechanical Engineering and a M.S. in Management from Rensselaer Polytechnic Institute. We believe that Mr. Fischer is qualified to serve on our Board due to his extensive operational and management experience in the life science and medical device industries.
Sri Kosaraju has served on our Board since August 2021. Since October 2020, Mr. Kosaraju has served as the Chief Executive Officer and President of Inscripta, Inc., a privately-held digital genome engineering company. From August 2019 to May 2020, Mr. Kosaraju was President of Penumbra, Inc., where he also served as Head of Strategy from May 2015 to August 2019 and as Chief Financial Officer from May 2015 to December 2019. Prior to that, Mr. Kosaraju spent 16 years at J.P. Morgan, including as Head of Healthcare Equity Capital Markets and Co-Head of Technology Equity Capital Markets. In addition to serving on the Board of Directors for Inscripta, Mr. Kosaraju also currently serves on the board of directors and is the chairperson of the audit committee of 10x Genomics, Inc., a life science technology company building products to interrogate, understand and master biology to advance
human health. Mr. Kosaraju earned his B.S. in Mechanical Engineering from the Massachusetts Institute of Technology (MIT). We believe that Mr. Kosaraju is qualified to serve on our Board due to his extensive operational and management experience in the finance and the healthcare industries.
Shawn T McCormick has served on our Board since September 2014. Mr. McCormick is currently the Chief Financial Officer of Aldevron, L.L.C. Mr. McCormick previously served as Chief Financial Officer of Tornier N.V., a public medical device company (“Tornier”), from September 2012 to October 2015 when Tornier merged with Wright Medical Group. From April 2011 to February 2012, Mr. McCormick was Chief Operating Officer of Lutonix, Inc., a medical device company acquired by C. R. Bard, Inc. in December 2011. From January 2009 to July 2010, Mr. McCormick served as Senior Vice President and Chief Financial Officer of ev3 Inc., a public endovascular device company acquired by Covidien plc in July 2010. From May 2008 to January 2009, Mr. McCormick served as Vice President, Corporate Development at Medtronic, Inc., a public medical device company (“Medtronic”), where he was responsible for leading Medtronic’s worldwide business development activities. From 2007 to 2008, Mr. McCormick served as Vice President, Corporate Technology and New Ventures of Medtronic. From 2002 to 2007, Mr. McCormick was Vice President, Finance for Medtronic’s Spinal, Biologics and Navigation business. Prior to that, Mr. McCormick held various other positions with Medtronic, including Corporate Development Director, Principal Corporate Development Associate, Manager, Financial Analysis, Senior Financial Analyst and Senior Auditor. Prior to joining Medtronic, he spent four years with the public accounting firm KPMG Peat Marwick. He was a director of Entellus Medical, Inc., a public medical device company, and served as the chairman of the audit committee and as a member of the nominating and corporate governance committee from November 2014 to February 2018 when Entellus was sold to Stryker. Mr. McCormick was previously a director of SurModics, Inc., a public medical device and in vitro diagnostic technologies company, from December 2015 to December 2020, and served on the audit committee and corporate governance and nominating committee. Mr. McCormick earned his M.B.A. from the University of Minnesota’s Carlson School of Management and his B.S. in Accounting from Arizona State University. He is a Certified Public Accountant (inactive license) and was previously a National Association of Corporate Directors (NACD) Fellow. We believe that
Mr. McCormick is qualified to serve on our Board due to his financial expertise and extensive operational experience in the medical device industry.
Kevin O’Boyle has served on our Board since March 2019. Mr. O’Boyle has over 20 years of executive management experience in the medical device industry. Mr. O’Boyle currently serves as the Chairman of the Board and Audit Committee Chairperson at GenMark Diagnostics, Inc. and as the Audit Committee Chairperson at Sientra, Inc. Previously, Mr. O’Boyle served as a director of Wright Medical Group N.V. Mr. O’Boyle also served as Senior Vice President and Chief Financial Officer of Advanced Biohealing Inc. a medical device company, from December 2010 until it was acquired in July 2011. Mr. O’Boyle served as CFO of NuVasive, Inc. from January 2003 until December 2009. Prior to that, Mr. O’Boyle served in various leadership positions during his six years with ChromaVision Medical Systems, Inc. Mr. O’Boyle received a B.S. in Accounting from the Rochester Institute of Technology and completed the Executive Management Program at the University of California Los Angeles, John E. Anderson Graduate Business School. We believe that Mr. O’Boyle is qualified to serve on our Board due to his financial expertise and extensive management experience in the medical device industry.
Karen Prange has served on our Board since December 2019. From May 2016 to April 2018, Ms. Prange was Executive Vice President and Chief Executive Officer for the Global Animal Health, Medical and Dental Surgical Group at Henry Schein and a member of its Executive Committee. Prior to that, Ms. Prange was Senior Vice President of Boston Scientific and President of its Urology and Pelvic Health business from June 2012 to May 2016. Prior to working at Boston Scientific, Ms. Prange also held several leadership positions in increasing levels of responsibility at Johnson and Johnson Company, most recently as General Manager of the Micrus Endovascular and Codman Neurovascular business. Ms. Prange currently serves on the boards of Atricure and Cantel Medical and is a strategic advisor for Nuvo Group. She is also an advisor for EQT, a global investment organization. Ms. Prange earned her B.S. in Business Administration with honors from the University of Florida and has completed executive education coursework at UCLA Anderson School of Business and Smith College. We believe that Ms. Prange is qualified to serve on our Board due to her extensive healthcare leadership expertise in the life sciences industry.
Brad Vale, Ph.D., D.V.M.,Susan Siegel has served on our Board since March 2015. Dr. Vale is currentlyDecember 2020. Until 2019, Ms. Siegel served as Chief Innovation Officer at General Electric and Chief Executive Officer of GE Business Innovations, a general partner in Treoposition she held since November 2017. Ms. Siegel had previously served as the CEO of GE Ventures since 2012, which was then subsumed into her new role. Prior to joining GE, from May 2006 to May 2012, she was a venture fund focused on medical deviceGeneral Partner at Mohr Davidow Ventures, where she led healthcare and digital health innovation. Dr. Vale was Head of Johnson & Johnson Development Company (“JJDC”), from January 2012life science investments. From April 1998 to March 2015. Dr. Vale joined JJDC in March 1992 and was appointed to the position of Vice President, Head of Venture Investments in April 2008. From September 1989 to March 1992, Dr. Vale supported Johnson & Johnson’s medical device businesses at the Corporate Office of Science and Technology as an Executive Director. From 1982 to 1989, he2006, Ms. Siegel was at Ethicon,Affymetrix, Inc., where she served as President and as a Johnson & Johnson subsidiary, working on preclinical studies, new business development, and a coronary artery bypass graft internal venture. Dr. Vale currently serves ormember of the board of directors. Since February 2019, Ms. Siegel has served on the board of directors of several private companies, including Neuropace,Illumina, Inc., Northstar Neuroscience,a leading developer, manufacturer, and marketer of life science tools and integrated systems for the analysis of genetic variation and function, and also currently serves on its audit committee. Since March 2017, Ms. Siegel has served on the board of directors of Align Technology, Inc., CVRx, Inc.a global medical
device company, and ShiraTronics, Inc. Dr. Valealso currently serves on its nominating and governance committee and technology committee. Ms. Siegel holds a Ph.D. from Iowa State University, a D.V.M. from Washington State University and a B.S. in Chemistry and Biology from Beloit College. the University of Puerto Rico and a M.S. in Biochemistry and Molecular Biology from Boston University Medical School.We believe that Dr. ValeMs. Siegel is qualified to serve on our Board due to hisher investment experience and strategic leadership in the healthcare and life sciences industry.
Elizabeth Weatherman has served on our Board since March 2019. Ms. Weatherman has served as special limited partner of Warburg Pincus LLC, a leading global private equity firm, since 2016. Ms. Weatherman joined Warburg Pincus in 1988, became a partner in 1996 and served as a member of the Executive Management Group from 2001 to January 2016. She led the firm’s Healthcare Group from 2008 to January 2015. Ms. Weatherman currently serves as a director of each of Vapotherm, Inc. and Silk Road Medical, Inc. She also previously served as a director of Wright Medical Group N.V. She received a B.A. in English from Mount Holyoke College and an M.B.A. from Stanford Graduate School of Business. We believe that Ms. Weatherman is qualified to serve on our Board due to her service as a director on public company boards, including medical device companies, investment experience and healthcare industry knowledge.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE ABOVE-NAMED DIRECTOR NOMINEES
Directors Continuing in Office Until the 2022 Annual Meeting of Stockholders
D. Keith Grossman joined us in March 2019 as our President and Chief Executive Officer and additionally has served as Chairman of the Board since May 2019. Mr. Grossman has over 30 years of experience in the medical device field. Mr. Grossman served most recently, and for the second time, as the President, Chief Executive Officer and director of Thoratec Corporation (“Thoratec”), leading up to its 2015 sale to St. Jude Medical. Prior to Thoratec, he served as President, Chief Executive Officer and director of Conceptus, a women’s health medical device company, leading up to its sale to Bayer Healthcare. Prior to Conceptus, Mr. Grossman served as managing director of Texas Pacific Group (“TPG”), a private equity firm, as a member of its healthcare investment team. Prior to TPG, Mr. Grossman served as Thoratec’s President, Chief Executive Officer and director for the first ten years of its growth as a commercial company. Mr. Grossman currently serves as Chairman of the Board of Outset Medical, Inc., as Vice Chairman of Alcon, Inc., and previously served as a member of the board of directors of ViewRay, Inc., Intuitive Surgical, Inc., Kyphon, Inc., Zeltiq and a number of privately-held medical device companies. Mr. Grossman received a B.S. in Animal Science from The Ohio State University and an M.B.A. from Pepperdine University. We believe Mr. Grossman is qualified to serve on our Board due to his medical device company and industry experience, extensive leadership experience as the chief executive officer of medical device companies and service on other boards of directors.
Susan Siegel has served on our Board since December 2020. Until 2019, Ms. Siegel served as Chief Innovation Officer at General Electric and Chief Executive Officer of GE Business Innovations, a position she held since November 2017. Ms. Siegel had previously served as the CEO of GE Ventures since 2012, which was then subsumed into her new role. Prior to joining GE, from May 2006 to May 2012, she was a General Partner at Mohr Davidow Ventures, where she led healthcare and life science investments. From April 1998 to April 2006, Ms. Siegel was at Affymetrix, Inc. where she served as President and as a member of the board of directors. Since February 2019, Ms. Siegel has served on the board of directors of Illumina, Inc., a leading developer, manufacturer, and marketer of life science tools and integrated systems for the analysis of genetic variation and function. Since March 2017, Ms. Siegel has served on the board of directors of Align Technology, Inc., a global medical device company. Ms. Siegel holds a B.S. in Biology from the University of Puerto Rico and a M.S. in Biochemistry and Molecular Biology from Boston University Medical School.We believe that Ms. Siegel is qualified to serve on our Board due to her investment experience and strategic leadership in the healthcare and life sciences industry.
Elizabeth Weatherman has served on our Board since March 2019. Ms. Weatherman has served as special limited partner of Warburg Pincus LLC, a leading global private equity firm, since 2016. Ms. Weatherman joined Warburg Pincus in 1988, became a partner in 1996 and served as a member of the Executive Management Group from 2001 to January 2016. She led the firm’s Healthcare Group from 2008 to January 2015. Ms. Weatherman currently serves as a director of each of Vapotherm, Inc. and Silk Road Medical, Inc. She also previously served as a director of Wright Medical Group N.V. She received a B.A. in English from Mount Holyoke College and an M.B.A. from Stanford Graduate School of Business. We believe that Ms. Weatherman is qualified to serve on our Board due to her service as a director on public company boards, including medical device companies, investment experience and healthcare industry knowledge.
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board has engaged PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 20212022 and is seeking ratification of such selection by our stockholders at the Annual Meeting. PricewaterhouseCoopers LLP has audited our financial statements since the year ended December 31, 2006. Representatives of PricewaterhouseCoopers LLP are expected to be in attendance online at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of PricewaterhouseCoopers LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
Principal Accountant Fees and Services
The following table provides information regarding the fees incurred to PricewaterhouseCoopers LLP during the years ended December 31, 20202021 and 2019.2020. The Audit Committee approved all of the fees described below incurred since our initial public offering in November 2014.
| Years Ended |
|
| Years Ended |
| |||||||||||
|
| December 31, |
|
| December 31, |
| ||||||||||
|
| 2020 |
|
| 2019 |
|
| 2021 |
|
| 2020 |
| ||||
Audit Fees (1) |
| $ | 2,086,300 |
|
| $ | 1,883,300 |
|
| $ | 1,811,000 |
|
| $ | 2,086,300 |
|
Tax Fees |
|
| — |
|
|
| — |
|
|
| 45,000 |
|
|
| — |
|
Audit-Related Fees |
|
| — |
|
|
| 40,000 |
|
|
| — |
|
|
| — |
|
All Other Fees (3) |
|
| 1,800 |
|
|
| 2,700 |
|
|
| 2,900 |
|
|
| 2,700 |
|
Total Fees |
| $ | 2,088,100 |
|
| $ | 1,926,000 |
|
| $ | 1,858,900 |
|
| $ | 2,089,000 |
|
(1) | Audit fees of PricewaterhouseCoopers LLP for |
(2) |
|
(3) | Other fees of PricewaterhouseCoopers LLP for |
Pre-Approval Policies and Procedures
The Audit Committee or a delegate of the Audit Committee pre-approves, or provides pursuant to pre-approvals policies and procedures for the pre-approval of, all audit and non-audit services provided by its independent registered public accounting firm. This policy is set forth in the charter of the Audit Committee and is available in the “Corporate Governance” section of our website at http://www.nevro.com/.
The Audit Committee approved all of the audit, audit-related, tax and other services provided by PricewaterhouseCoopers LLP and the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, are periodically reviewed and approved by the Audit Committee.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION
OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Nevro under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board. The Audit Committee’s functions are more fully described in its charter, which is available in the “Corporate Governance” section of our website at http://www.nevro.com/. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Nevro’s audited financial statements as of and for the year ended December 31, 2020.2021.
The Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the Audit Committee discussed with PricewaterhouseCoopers LLP their independence, and received from PricewaterhouseCoopers LLP the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the Audit Committee discussed with PricewaterhouseCoopers LLP, with and without management present, the scope and results of PricewaterhouseCoopers LLP’s audit of such financial statements.
Based on these reviews and discussions, the Audit Committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20202021 for filing with the SEC. The Audit Committee also has engaged PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20212022 and is seeking ratification of such selection by the stockholders.
|
| Audit Committee |
|
| Kevin O’Boyle, Chairperson |
|
| Shawn T McCormick |
|
| Karen Prange |
NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Summary
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules, commonly known as a “Say-on-Pay” vote. Accordingly, we are seeking a non-binding, advisory vote to approve the compensation of our named executive officers as described in the “Compensation Discussion and Analysis” section of this proxy statement and the compensation tables and accompanying narrative disclosures that follow.
Board Recommendation
Our Compensation Committee and the Board believe that the information provided in the “Compensation Discussion and Analysis” section of this proxy statement, compensation tables and accompanying narrative disclosures demonstrates that our executive compensation program is designed appropriately, emphasizes pay for performance and aligns management’s interests with our stockholders’ interests to support long-term value creation.
Accordingly, our Board recommends that stockholders vote “FOR” the following resolution:
RESOLVED, that stockholders of Nevro Corp. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis,” compensation tables and the accompanying narrative disclosures of this Proxy Statement.
While the vote on this resolution is advisory and not binding on us, the Compensation Committee, or our Board, the Compensation Committee and our Board values thoughtful input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions. Our Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation. Unless our Board modifies its policy on the frequency of future Say-on-Pay advisory votes based on the outcome of the Proposal No. 4, the next Say-on-Pay advisory vote will be held at the 20222023 annual meeting of stockholders.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE, ON A NON-BINDING ADVISORY BASIS, FOR THE RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY (“SAY-ON-PAY”) VOTES BY STOCKHOLDERS ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Summary
The Dodd-Frank Act enables our stockholders to indicate how frequently they believe we should seek a non-binding advisory vote from stockholders on the compensation of our named executive officers (our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated executive officers, collectively the “NEOs”) i.e., how frequently to request future “Say-on-Pay” votes from stockholders. We are accordingly seeking a non-binding advisory vote from stockholders as to the frequency with which our stockholders should have an opportunity to provide an advisory approval - a “Say-on-Pay” - of our NEO compensation. We are providing our stockholders with the choice of selecting a frequency of 1 year, 2 years or 3 years or abstaining from this advisory vote.
While we will continue to monitor developments in this area, the Board believes it is appropriate and desirable to seek an advisory “Say-on-Pay” vote from stockholders every year. We believe that this frequency is appropriate because it will enable our stockholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in each of our proxy statements, leading to a more meaningful and coherent communication between the Company and our stockholders on the compensation of our NEOs.
The Board’s current plan is further based on the premise that this recommendation could be modified if it becomes apparent that an annual frequency vote is not meaningful, is burdensome or is more frequent than indicated by best corporate governance practices.
Board Recommendation
Based on these factors, the Board recommends that future advisory votes by stockholders on named executive officer compensation occur every year, until the next advisory vote on the frequency of future “Say-on-Pay” votes. Stockholders are not being asked to approve or disapprove the Board’s recommendation, but rather to indicate their choice among the following frequency options: one year, two years or three years, or to abstain from voting on this item. If none of the frequency alternatives - one year, two years or three years - receives a majority of the votes cast, we will consider the highest number of votes cast by stockholders to be the frequency that has been selected by stockholders. Accordingly, we are asking stockholders to approve the following non-binding advisory resolution at the Annual Meeting:
RESOLVED, that the compensation of named executive officers of Nevro Corp. (the “Company”) be submitted to an advisory vote by the Company’s stockholders every (a) 1 year, (b) 2 years, or (c) 3 years, with such alternative that receives the highest number of votes cast representing the vote of stockholders.
The vote on this resolution is advisory, and therefore not binding on the Company, the Board or its Compensation Committee. The Board may decide that it is in the best interests of the Company and its stockholders to hold future advisory “Say-on-Pay” votes more or less frequently than the frequency indicated by stockholders in voting on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS APPROVE, IN A NON-BINDING ADVISORY VOTE, THAT FUTURE ADVISORY VOTES BY STOCKHOLDERS ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BE REQUESTED EVERY 1 YEAR.
Code of Conduct and Ethics
We have adopted a Code of Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Conduct and Ethics is available in the “Corporate Governance” section of our website at http://www.nevro.com/. We expect that any amendments to the Code of Conduct and Ethics, or any waivers of its requirements, will be disclosed on our website. The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.
Corporate Governance Guidelines
We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted these Corporate Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices our Board follows with respect to Board and committee composition and selection, Board meetings, Chief Executive Officer performance evaluation and succession planning. A copy of our Corporate Governance Guidelines is available on our website at http://www.nevro.com/.
Director Resignation Policy if Majority Approval is Not Attained. TheIn 2021, the Board recently amended our Corporate Governance Guidelines to provide that an incumbent candidate for director who does not receive the affirmative “For” vote of a majority of the votes cast for his or her election (i.e., the director receives a greater number of votes “Withheld” for his or her election than votes “For”) promptly tender his or her resignation to the Board. The Nominating and Corporate Governance Committee of the Board, or a committee of independent directors in the event the subject director is a member of the Nominating and Corporate Governance Committee, will then make a recommendation to the Board and the Board (excluding the subject director) will make a determination as to whether to accept or reject the tendered offer of resignation generally within 90 days after certification of the election results of the stockholder vote. Following such determination, we will publicly disclose the decision regarding any tendered offer of resignation in a filing of a Current Report on Form 8-K with the SEC. If a director’s offer to resign is not accepted by the Board, such director shall continue to serve until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal.
Independence of the Board
Under New York Stock Exchange rules and regulations, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by such board. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent New York Stock Exchange listing standards, as in effect from time to time.
Consistent with these considerations, our Board has determined that all of our current directors, other than Mr. Grossman, qualify as “independent” directors in accordance with the New York Stock Exchange listing requirements. Mr. Grossman is not considered independent because he is our current President and Chief Executive Officer. The New York Stock Exchange’s independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by New York Stock Exchange rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.
As required under New York Stock Exchange rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the committees of our Board are comprised entirely of directors determined by the Board to be independent within the meaning of New York Stock Exchange rules and regulations.
Leadership Structure of the Board
Our Bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company. During 2019, Mr. DeMane served as the Chairman of the Board until May 2019, when he became our Lead Director. Mr. Grossman joined us in March 2019 as our President and Chief Executive Officer and has served as Chairman of the Board since May 2019. We believe the combination of the Chief Executive Officer and Chairman roles allows consistent communication and coordination throughout the company, effective and efficient implementation of corporate strategy and is important in unifying our team members behind a single vision.
During 2020,2021, the non-management members of the Board met regularly in executive session. Mr. DeMane served as the presiding director during these executive sessions in which Mr. Grossman did not participate, and Mr. DeMane served as a liaison to the Chief Executive Officer and management on behalf of the non-management members of the Board.
Independent leadership remains an important pillar of our Board leadership structure and, as such, we anticipate that Mr. DeMane will continue to serve as the presiding non-management director at meetings of the non-management members of the Board when they meet in executive session. The Board believes this leadership structure strikes an appropriate balance between effective and efficient Company leadership and oversight by non-management directors.
Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make changes as it deems appropriate.
Role of Board in Risk Oversight Process
Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include focused discussions and analyses of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.
Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures.exposures and our Nominating and Corporate Governance Committee manages the risks related to our Environmental, Social and Governance Responsibility program. The Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines and considers and approves or disapproves any related-person transactions. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking.
Board Committees
Audit Committee
Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee:
appoints our independent registered public accounting firm;
evaluates the independent registered public accounting firm’s qualifications, independence and performance;
determines the engagement of the independent registered public accounting firm;
reviews and approves the scope of the annual audit and the audit fee;
discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;
approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;
is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;
reviews our critical accounting policies and estimates;
reviews cyber-security and other risks relevant to the Company’s computerized information systems; and
annually reviews the Audit Committee charter and the committee’s performance.
The current members of our Audit Committee are Messrs. O’Boyle and McCormick and Ms. Prange. Mr. O’Boyle serves as the chairperson of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the New York Stock Exchange. Our Board has determined that Messrs. O’Boyle and McCormick are Audit Committee financial experts as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the New York Stock Exchange. Under the rules of the SEC, members of the Audit Committee must also meet heightened independence standards. Our Board has determined that each of Messrs. O’Boyle and McCormick and Ms. Prange are independent under the applicable rules of New York Stock Exchange and under the applicable rules of the SEC. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and New York Stock Exchange. A copy of the Audit Committee charter is available to security holders in the “Corporate Governance” section of the Company’s website at http://www.nevro.com/.
Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee:
appoints our independent registered public accounting firm;
evaluates the independent registered public accounting firm’s qualifications, independence and performance;
determines the engagement of the independent registered public accounting firm;
reviews and approves the scope of the annual audit and the audit fee;
discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;
approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;
is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;
reviews our critical accounting policies and estimates;
reviews cyber-security and other risks relevant to the Company’s computerized information systems; and
annually reviews the Audit Committee charter and the committee’s performance.
Compensation Committee
The current members of our Compensation Committee are Mses. Weatherman and Siegel and Dr. Vale. Ms. Weatherman serves as the chairperson of the committee. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of the New York Stock Exchange and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and the New York Stock Exchange. A copy of the Compensation Committee charter is available to security holders in the “Corporate Governance” section of the Company’s website at http://www.nevro.com/.
Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee reviews and recommends to our Board corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives and sets the compensation of these officers, other than the Chief Executive Officer, based on such evaluations. Our Board retains the authority to determine and approve, upon the recommendation of the Compensation Committee, the compensation of the Chief Executive Officer, unless such authority has been delegated to the Compensation Committee. Our executive officers submit proposals to the Compensation Committee regarding our executive and director compensation, which the Compensation Committee may recommend to our Board. The Compensation Committee also recommends to our Board the issuance of restricted stock units, performance stock units, stock options and other awards under our stock plans. The Compensation Committee will review and evaluate, at least annually, the performance of the Compensation Committee and its members, including compliance by the Compensation Committee with its charter. The Compensation Committee is entitled to delegate any or all of its responsibilities to a subcommittee to the extent consistent with our Charter, Bylaws, applicable laws and regulations and New York Stock Exchange rules. The current members of our Compensation Committee are Mses. Weatherman and Siegel and Dr. Vale. Ms. Weatherman serves as the chairperson of the committee. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of the New York Stock Exchange and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In 2020,2021, our Compensation Committee retained Radford, which is part of the RewardsAon’s Human Capital Solutions practice ata division of Aon plc (“Radford”Aon”), formerly known as Radford, a nationally recognized compensation consulting firm, to serve as its independent compensation consultant and to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives, to provide the committee with advice and ongoing recommendations regarding material executive, non-executive and non-employee director compensation decisions and to review compensation proposals of management. RadfordAon reports directly to the Compensation Committee and does not provide any non-compensation related services to the Company. In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, RadfordAon addressed each of the six independence factors established by the SEC with the Compensation Committee. Its responses affirmed the independence of RadfordAon on executive compensation matters. Based on this assessment, the Compensation Committee determined that the engagement of Radford
Aon does not raise any conflicts of interest or similar concerns. In addition, the Compensation Committee evaluated the independence of its other outside advisors to the Compensation Committee, including outside legal counsel, considering the same independence factors and concluded their work for the Compensation Committee does not raise any conflicts of interest.
The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and the New York Stock Exchange. A copy of the Compensation Committee charter is available to security holders in the “Corporate Governance” section of the Company’s website at http://www.nevro.com/.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters. The current members of our Nominating and Corporate Governance Committee are Mr. Fischer and Mses. Prange and Weatherman. Mr. Fischer serves as the chairperson of the committee. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of the New York Stock Exchange relating to Nominating and Corporate Governance Committee independence. The Nominating and Corporate Governance Committee operates under a written charter. A copy of the Nominating and Corporate Governance Committee charter is available to security holders in the “Corporate Governance” section of the Company’s website at http://www.nevro.com/.
Our Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters, including with respect to our Environmental, Social and Governance Responsibility (“ESG”) program. (A copy of our ESG program report is available in the “Investors” section of our website at http://www.nevro.com/.)
Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following: diversity of personal and professional background, perspective and experience; personal and professional integrity, ethics and values; experience in corporate management, operations or finance, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment; experience in the industries in which we compete and with relevant social policy concerns; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of business and career experience relevant to the success of the Company; applicable legal and regulatory considerations; and practical and mature business judgment. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the Company and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. For a stockholder to make any nomination for election to the Board at an annual meeting, the stockholder must provide notice to the Company, which notice must be delivered to, or mailed and received at, the Company’s principal executive offices not less than 90 days, and not more than 120 days, prior to the one-year anniversary of the preceding year’s annual meeting; provided, that if the date of the annual meeting is more than 30 days before, or more than 60 days after, such anniversary date, the stockholder’s notice must be delivered, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times, and in the forms, required under our Bylaws. As set forth in our Bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act, information regarding the proposed nominee’s indirect and direct interests in shares of the Company’s common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our Bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our Bylaws, as amended and restated to date, which is available, without charge, from our Corporate Secretary, at 1800 Bridge Parkway, Redwood City, California 94065.
Meetings of the Board, Board and Committee Member Attendance and Annual Meeting Attendance
Our Board met ninefive times during the last year. The Audit Committee met eightfour times, the Compensation Committee met foursix times and the Nominating and Corporate Governance Committee met four times. During 2020,2021, each Board member attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he or she served. We encourage all of our directors and
nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. AllExcept for two directors, all of our directors attended our annual meeting of stockholders in 2020.2021.
Stockholder or Any Other Interested Party Communications with the Board
Should stockholders or any other interested party wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of the Corporate Secretary at 1800 Bridge Parkway, Redwood City, California 94065. The Corporate Secretary will review such communications and, if appropriate, forward them only to the intended recipients. Communications that do not relate to the responsibilities of the intended recipients as directors of the Company (such as communications that are commercial or frivolous in nature) will not be forwarded. In addition, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will not be forwarded.
Compensation Committee Interlocks and Insider Participation
During 2020,2021, our Compensation Committee consisted of Mses. Weatherman and Siegel and Drs. Jaeger andDr. Vale. None of the members of our Compensation Committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our Board or Compensation Committee.
Environmental, Social and Governance ResponsibilityBoard Diversity
In 2020, Nevro developed and formalized a focused Environmental, Social and Governance Responsibility (“ESG”) strategy, which is rooted in our business mission, core values, and our corporate culture. A copy of our ESG report is available in the “Investors” section of our website at http://www.nevro.com/.
While we have always valued diversity and inclusion, in 2020 we formalized our commitment to developing diverse and inclusive teams through a formal Inclusion, Equity and Diversity Program (“IE&D Program”).
Our IE&D Program steering committee, which is comprised of our Chief Executive Officer, Chief Commercial Officer, General Counsel and our Chief Human Resources Officer, regularly reports and updates the Board on the status of our IE&D program, including diversity metrics.
In addition to valuing diversity in the workforce, we alsoWe believe in building and maintaining a diverse Board. Our Board is currently comprised of three female directors, constituting 33%30% of our Board membership, and one directortwo directors from an “underrepresented community”. We expect to continue to look for opportunities to add Board members from diverse backgrounds and viewpoints.
The following provides information regarding the members of our Board.Board as of April 11, 2022.
Michael | Frank | Sri | D. Keith | Shawn T | Kevin | Karen | Susan | Brad | Elizabeth | |
| DeMane | Fischer | Kosaraju | Grossman | McCormick | O'Boyle | Prange | Siegel | Vale | Weatherman |
Race / Ethnicity |
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Hispanic / Latino |
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Native American |
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In 2020, in response to stockholder concerns regarding the makeup of our Nominating and Corporate Governance Committee, Mr. DeMane resigned from our Nominating and Corporate Governance Committee.
Also, in 2019, the Board recommended that its stockholders approve a phased-in declassification of its Board, to remove its historic staggered structure. The Board also recommended stockholders approve removal of its super majority voting provisions and
implement a majority voting standard for all directors seeking re-election, in order to better align its policies with stockholders’ interests. This annual review is supplemented by ongoing advice on current governance trends and education from Nevro’s internal and external legal and governance advisors.We believe this new structure will allow for regular consideration and application of best corporate governance practices.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Below, we describe transactions and series of similar transactions, during our last fiscal year, to which we were a party or will be a party, in which:
the amounts involved exceeded or will exceed $120,000; and
any of our directors, executive officers or holders of more than 5% of our common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.
Indemnification Agreements and Directors’ and Officers’ Liability Insurance
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s service as a director or executive officer.
Policies and Procedures for Related Party Transactions
Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction. We did not enter into any such transactions in 20202021 and all of the transactions described in this section occurred prior to the adoption of this policy.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Nevro under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The Compensation Committee reviewed and discussed with management the “Compensation Discussion and Analysis” included in this Proxy Statement. Based on those reviews and discussions, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.
|
| Compensation Committee |
|
| Elizabeth Weatherman, Chairperson |
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| Susan Siegel |
|
| Brad Vale, Ph.D., D.V.M. |
We maintain a non-employee director compensation program (the “Director Compensation Program”), pursuant to which our non-employee directors are compensated for their service on the Board. Under our Director Compensation Program, which was last amended effective May 20, 2019,December 7, 2021, each non-employee director receives an annual cash retainer of $55,000, and the non-executive chair of the Board or lead director receives an additional annual cash retainer of $50,000. Non-employee directors who serve on one or more committees are also entitled to receive the following annual committee fees:
Committee |
| Chair |
|
| Other Member |
| ||
Audit Committee |
| $ | 25,000 |
|
| $ | 12,000 |
|
Compensation Committee |
| $ | 18,250 |
|
| $ | 8,000 |
|
Nominating and Corporate Governance Committee |
| $ | 12,000 |
|
| $ | 6,000 |
|
A non-employee director may also elect to receive all or a portion of the annual retainer or committee fees in the form of fully vested shares of our common stock, calculated by dividing the quarterly portion of the annual retainer by the closing trading price of the Company’s common stock on the last day of the applicable fiscal quarter.
Under the Director Compensation Program, each non-employee director that is initially elected or appointed to our Board will receive an award of RSUs with a grant date fair value of $300,000 (the “initial award”). The initial award vests in three equal annual installments on the anniversary of the date of the director’s initial election or appointment, subject to continued service through such vesting date. In addition, each non-employee director who has served on our Board at least six months prior to, and will continue to serve on our Board following an annual stockholder’s meeting will receive an award of RSUs with a grant date fair value of $175,000$180,000 (the “annual award”). The annual award will vest on the earlier of the first anniversary of the grant date or the date of the next annual stockholder’s meeting, subject to continued service through such date. All equity awards held by our non-employee directors will vest in full immediately prior to the occurrence of a change in control.
In response to the significant business challenges resulting from the COVID-19 pandemic, in order to improve our liquidity, we reduced the cash fees paid to our directors by 50% effective April 1, 2020 through June 30, 2020.
The following table sets forth information concerning the compensation earned by our non-employee directors as of December 31, 20202021 who served during 2020.2021.
Name |
| Fees Earned or Paid (1) |
|
| Stock Awards (2) |
|
| Total |
|
| Fees Earned or Paid (1) |
|
| Stock Awards (2) |
|
| Total |
| ||||||
Michael DeMane |
| $ | 96,812 |
|
| $ | 174,972 |
|
| $ | 271,784 |
|
| $ | 105,000 |
|
| $ | 174,852 |
|
| $ | 279,852 |
|
Frank Fischer |
| $ | 58,625 |
|
| $ | 174,972 |
|
| $ | 233,597 |
|
| $ | 67,000 |
|
| $ | 174,852 |
|
| $ | 241,852 |
|
Wilfred E. Jaeger, M.D. (3) |
| $ | 58,981 |
|
| $ | 174,972 |
|
| $ | 233,953 |
| ||||||||||||
Sri Kosaraju (3) |
| $ | 18,383 |
|
| $ | 299,998 |
|
| $ | 318,381 |
| ||||||||||||
Shawn T McCormick |
| $ | 70,000 |
|
| $ | 174,972 |
|
| $ | 244,972 |
|
| $ | 69,022 |
|
| $ | 174,852 |
|
| $ | 243,874 |
|
Kevin O'Boyle |
| $ | 58,625 |
|
| $ | 174,972 |
|
| $ | 233,597 |
|
| $ | 78,014 |
|
| $ | 174,852 |
|
| $ | 252,866 |
|
Karen Prange |
| $ | 62,886 |
|
| $ | — |
|
| $ | 62,886 |
|
| $ | 73,000 |
|
| $ | 174,852 |
|
| $ | 247,852 |
|
Susan Siegel |
| $ | 5,136 |
|
| $ | 299,943 |
|
| $ | 305,079 |
|
| $ | 63,000 |
|
| $ | — |
|
| $ | 63,000 |
|
Brad Vale, Ph.D., D.V.M. |
| $ | 55,125 |
|
| $ | 174,972 |
|
| $ | 230,097 |
|
| $ | 63,000 |
|
| $ | 174,852 |
|
| $ | 237,852 |
|
Elizabeth Weatherman |
| $ | 61,211 |
|
| $ | 174,972 |
|
| $ | 236,183 |
|
| $ | 79,918 |
|
| $ | 174,852 |
|
| $ | 254,769 |
|
(1) The amounts reported in this column represent the aggregate amount of all fees earned or paid to each non-employee director in fiscal 20202021 for their service as a director, including any annual retainer fees, committee and/or chairperson fees. Amounts may be paid in cash or, at the election of the director, in the form of fully vested shares of common stock. Four of the directors elected to receive fully vested shares of common stock for fees earned in fiscal 2020:2021: Mr. DeMane received 749894 shares, Mr. Fischer received 453570 shares, Dr. ValeMr. Kosaraju received 425169 shares and Ms. Weatherman received 471680 shares. The cash fees they would have received absent such election are shown in this column.
(2) The amounts reported in this column represent the grant date fair value calculated in accordance with the provisions of ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2021.
(3) Dr. Jaeger resigned from the Board effective as of December 2, 2020.
(4) Ms. SiegelMr. Kosaraju was appointed to the Board effective as of December 2, 2020.August 31, 2021.
As of December 31, 2020,2021, each of our non-employee directors held the following outstanding stock and option awards:
Name |
| Shares Subject to Outstanding Stock Awards |
|
| Shares Subject to Outstanding Option Awards |
|
| Shares Subject to Outstanding Stock Awards |
|
| Shares Subject to Outstanding Option Awards |
| ||||
Michael DeMane |
|
| 1,376 |
|
|
| 165,086 |
|
|
| 1,167 |
|
|
| 165,086 |
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Frank Fischer |
|
| 1,376 |
|
|
| 19,444 |
|
|
| 1,167 |
|
|
| 19,444 |
|
Wilfred E. Jaeger, M.D. |
|
| 1,376 |
|
|
| 19,444 |
| ||||||||
Sri Kosaraju |
|
| 2,459 |
|
|
| — |
| ||||||||
Shawn T McCormick |
|
| 1,376 |
|
|
| 25,096 |
|
|
| 1,167 |
|
|
| 25,096 |
|
Kevin O'Boyle |
|
| 5,408 |
|
|
| — |
|
|
| 3,183 |
|
|
| — |
|
Karen Prange |
|
| 1,802 |
|
|
| — |
|
|
| 2,068 |
|
|
| — |
|
Susan Siegel |
|
| 1,883 |
|
|
| — |
|
|
| 1,255 |
|
|
| — |
|
Brad Vale, Ph.D., D.V.M. |
|
| 1,376 |
|
|
| 19,716 |
|
|
| 1,167 |
|
|
| 19,716 |
|
Elizabeth Weatherman |
|
| 5,408 |
|
|
| — |
|
|
| 3,183 |
|
|
| — |
|
Stock Ownership Guidelines
In November 2018, our Board, upon recommendation by our Compensation Committee, approved stock ownership guidelines for our executive officers and directors. Pursuant to the guidelines, our directors are required to hold equity valued at 3x the base annual retainer and have five years from the effective date of the guidelines to come into compliance.
The following is biographical information for our executive officers and significant employees as of April 1, 2021.2022.
Name |
| Age |
| Position(s) |
Executive Officers |
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D. Keith Grossman |
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| Chairman, President and Chief Executive Officer |
Roderick H. MacLeod |
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| Chief Financial Officer |
Niamh Pellegrini |
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| Chief Commercial Officer |
Kashif Rashid |
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| General Counsel and Corporate Secretary |
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Executive Officers
See above under “Proposal 1 Election of Directors” for biographical information for D. Keith Grossman.
Roderick H. MacLeod has served as our Chief Financial Officer since June 2020. From September 2004 to June 2020, Mr. MacLeod served in leadership positions at Stryker Endoscopy, a division of Stryker Corp that develops and manufactures medical devices, most recently as Vice President of Finance. Prior to joining Stryker, Mr. MacLeod served in various finance positions at Lumenare Networks, United Airlines and Arthur Andersen & Co. Mr. MacLeod received a B.A. in Economics from Harvard University and a Master of Management degree from Northwestern University’s J.L. Kellogg Graduate School of Management.
Niamh Pellegrini has served as our Chief Commercial Officer since July 2019. From September 2018 to June 2019, Ms. Pellegrini was Vice President of Global Commercial Operations for Abbott Vascular. From April 2016 to September 2018, Ms. Pellegrini served as CEO and President at Autonomic Technologies, Inc. From October 2014 to October 2015, Ms. Pellegrini was President, North America at Thoratec Corporation. Prior to joining Thoratec Corporation, Ms. Pellegrini served in progressively responsible global business development, strategy and commercial roles at Johnson & Johnson. Ms. Pellegrini graduated from Santa Clara University with an M.B.A and a B.S. in finance.
Kashif Rashid has served as our General Counsel and Corporate Secretary since December 2017. From March 2017 to December 2017, Mr. Rashid served as Vice President, Legal at Atara Biotherapeutics, Inc., a biotechnology company focused on T-cell immunotherapy. From June 2008 to February 2017, Mr. Rashid served first as Associate General Counsel and later as Deputy General Counsel at St. Jude Medical, Inc., a medical device company. From September 1998 to June 2008, Mr. Rashid served in roles of increasing responsibility at General Electric Company's Healthcare business, Loews Corporation and Kaye Scholer, LLP, a global law firm. Mr. Rashid received a B.S. in Business Administration from the George Washington University and a J.D. from Georgetown University Law Center.
Significant Employees
David Caraway, M.D., Ph.D. has served as our
65
Chief Medical Officer since April 2014. Before joining Nevro, from 2001 to May 2014, Dr. Caraway was the CEO of The Center for Pain Relief, Tri-State, L.L.C., in partnership with St. Mary’s Regional Medical Center in Huntington, West Virginia. Dr. Caraway has maintained an active medical practice for over 20 years and has held leadership positions in the North American Neuromodulation and the American Society of Interventional Pain Physicians. As a nationally recognized expert in the treatment of chronic pain, he has lectured regionally, nationally and internationally in the field of Interventional Pain Medicine and authored numerous publications in this field. Dr. Caraway received a B.S. in chemical engineering from the University of Virginia School of Engineering, an M.D. from the University of Virginia School of Medicine and a Ph.D. in biophysics from the University of Virginia Graduate School of Arts and Sciences. He also received post-graduate training in
anesthesiology and pain management from the University of Virginia. Dr. Caraway is board certified by the American Board of Anesthesiology.
Christofer Christoforou joined us in July 2016, has served as our Vice President, Research and Development, and currently serves as our
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Vice President of Technical Operations. From December 2014 to July 2016, Mr. Christoforou served as Vice President, Quality Engineering at Thoratec, a medical device company where he oversaw the operational, design and supplier quality engineering functions. From October 1999 to December 2014, Mr. Christoforou served in several leadership positions of increasing levels of responsibility at Thoratec. From August 1993 to February 1999, Mr. Christoforou served as a Manager of Engineering and various Engineering positions for United States Surgical Corporation, a producer of tools for use in surgery. Mr. Christoforou received a B.S. in Biomedical Engineering from Boston University and a M.S. in Biomedical Engineering from The Johns Hopkins University in Maryland.Operations
Lori Cianohas served as our
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Chief Human Resources Officer since June 2019. From April 2018 to June 2019, Ms. Ciano was Senior Vice President, Human Resources at Dermira, a Northern California-based biotechnology company. From November 2015 to March 2018, Ms. Ciano served as a consultant specializing in coaching and counsel around talent acquisition and management, compensation and benefits, and culture to executive and human resources teams. From November 2014 to October 2015, Ms. Ciano served as Vice President of Information Technology and Chief Human Resources Officer at Thoratec Corporation. Ms. Ciano has also led human resources organizations at Conceptus, Affymetrix, and Novellus Systems. She began her career at Varian where she served in marketing and business development roles. Ms. Ciano earned an M.S. in psychology from JFK University, an M.B.A. from Santa Clara University, and a B.S. in marketing from San Jose State University.
Donald A. Middlebrookhas served as our
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Vice President of Clinical, Regulatory and Quality since January 2020. From January 2017 to January 2020, Mr. Middlebrook served as Regulatory and Clinical Affairs Consultant for Abbot following their acquisition of St. Jude Medical. From October 2015 to January 2017, Mr. Middlebrook served in the same capacity for St. Jude Medical following their acquisition of Thoratec Corporation. From September 1996 to October 2015, Mr. Middlebrook served as
Jon Shear
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Vice President of Corporate Quality and Regulatory Affairs for Thoratec Corporation. Prior to this, Mr. Middlebrook held positions of increasing responsibility in regulatory affairs and quality assurance at Chiron Vision and Baxter International. Mr. Middlebrook previously served as President and Chairman of the Regulatory Affairs Professional Society (RAPS) Board of Directors, was elected as a RAPS Fellow and has continued to serve on several important committees for this society. Mr. Middlebrook received a B.S. in Biology from California State University, Fullerton.Development
COMPENSATION DISCUSSION AND ANALYSIS
General
The following Compensation Discussion and Analysis (“CD&A”) provides information on the compensation arrangements for our Named Executive Officers (our Chief Executive Officer and Chief Financial Officers serving during fiscal 2020 and our other two most highly compensated executive officers serving at the end of fiscal 2020, collectively our “NEOs”) and is intended to provide context for the decisions underlying the compensation paid to our NEOs in 2020. This CD&A should be read together with the compensation tables and related disclosures set forth below. Our NEOs
Executive Officers
See above under “Proposal 1 Election of Directors” for biographical information for D. Keith Grossman.
Roderick H. MacLeod has served as our Chief Financial Officer since June 2020. From September 2004 to June 2020, Mr. MacLeod served in leadership positions at Stryker Endoscopy, a division of Stryker Corp that develops and manufactures medical devices, most recently as Vice President of Finance. Prior to joining Stryker, Mr. MacLeod served in various finance positions at Lumenare Networks, United Airlines and Arthur Andersen & Co. Mr. MacLeod received a B.A. in Economics from Harvard University and a Master of Management degree from Northwestern University’s J.L. Kellogg Graduate School of Management.
Niamh Pellegrini has served as our Chief Commercial Officer since July 2019. From September 2018 to June 2019, Ms. Pellegrini was Vice President of Global Commercial Operations for Abbott Vascular. From April 2016 to September 2018, Ms. Pellegrini served as CEO and President at Autonomic Technologies, Inc. From October 2014 to October 2015, Ms. Pellegrini was President, North America at Thoratec Corporation. Prior to joining Thoratec Corporation, Ms. Pellegrini served in progressively responsible global business development, strategy and commercial roles at Johnson & Johnson. Since August 2021, Ms. Pellegrini has served on the board of directors and as a member of the audit committee of Acutus Medical Inc, a public company focused on arrhythmia care. Ms. Pellegrini graduated from Santa Clara University with an M.B.A and a B.S. in finance.
Kashif Rashid has served as our General Counsel and Corporate Secretary since December 2017. From March 2017 to December 2017, Mr. Rashid served as Vice President, Legal at Atara Biotherapeutics, Inc., a biotechnology company focused on T-cell immunotherapy. From June 2008 to February 2017, Mr. Rashid served first as Associate General Counsel and later as Deputy General Counsel at St. Jude Medical, Inc., a medical device company. From September 1998 to June 2008, Mr. Rashid served in roles of increasing responsibility at General Electric Company's Healthcare business, Loews Corporation and Kaye Scholer, LLP, a global law firm. Mr. Rashid received a B.S. in Business Administration from the George Washington University and a J.D. from Georgetown University Law Center.
Significant Employees
David Caraway, M.D., Ph.D. has served as our Chief Medical Officer since April 2014. Before joining Nevro, from 2001 to May 2014, Dr. Caraway was the CEO of The Center for Pain Relief, Tri-State, L.L.C., in partnership with St. Mary’s Regional Medical Center in Huntington, West Virginia. Dr. Caraway has maintained an active medical practice for over 20 years and has held leadership positions in the North American Neuromodulation and the American Society of Interventional Pain Physicians. As a nationally recognized expert in the treatment of chronic pain, he has lectured regionally, nationally and internationally in the field of Interventional Pain Medicine and authored numerous publications in this field. Dr. Caraway received a B.S. in chemical engineering
from the University of Virginia School of Engineering, an M.D. from the University of Virginia School of Medicine and a Ph.D. in biophysics from the University of Virginia Graduate School of Arts and Sciences. He also received post-graduate training in anesthesiology and pain management from the University of Virginia. Dr. Caraway is board certified by the American Board of Anesthesiology.
Christofer Christoforou joined us in July 2016, has served as our Vice President, Research and Development, and currently serves as our Vice President of Technical Operations. From December 2014 to July 2016, Mr. Christoforou served as Vice President, Quality Engineering at Thoratec, a medical device company where he oversaw the operational, design and supplier quality engineering functions. From October 1999 to December 2014, Mr. Christoforou served in several leadership positions of increasing levels of responsibility at Thoratec. From August 1993 to February 1999, Mr. Christoforou served as a Manager of Engineering and various Engineering positions for United States Surgical Corporation, a producer of tools for use in surgery. Mr. Christoforou received a B.S. in Biomedical Engineering from Boston University and a M.S. in Biomedical Engineering from The Johns Hopkins University in Maryland.
Lori Ciano has served as our Chief Human Resources Officer since June 2019. From April 2018 to June 2019, Ms. Ciano was Senior Vice President, Human Resources at Dermira, a Northern California-based biotechnology company. From November 2015 to March 2018, Ms. Ciano served as a consultant specializing in coaching and counsel around talent acquisition and management, compensation and benefits, and culture to executive and human resources teams. From November 2014 to October 2015, Ms. Ciano served as Vice President of Information Technology and Chief Human Resources Officer at Thoratec Corporation. Ms. Ciano has also led human resources organizations at Conceptus, Affymetrix, and Novellus Systems. She began her career at Varian where she served in marketing and business development roles. Ms. Ciano earned an M.S. in psychology from JFK University, an M.B.A. from Santa Clara University, and a B.S. in marketing from San Jose State University.
Donald A. Middlebrook has served as our Vice President of Clinical, Regulatory and Quality since January 2020. From January 2017 to January 2020, Mr. Middlebrook served as Regulatory and Clinical Affairs Consultant for Abbot following their acquisition of St. Jude Medical. From October 2015 to January 2017, Mr. Middlebrook served in the same capacity for St. Jude Medical following their acquisition of Thoratec Corporation. From September 1996 to October 2015, Mr. Middlebrook served as Vice President of Corporate Quality and Regulatory Affairs for Thoratec Corporation. Prior to this, Mr. Middlebrook held positions of increasing responsibility in regulatory affairs and quality assurance at Chiron Vision and Baxter International. Mr. Middlebrook previously served as President and Chairman of the Regulatory Affairs Professional Society (RAPS) Board of Directors, was elected as a RAPS Fellow and has continued to serve on several important committees for this society. Mr. Middlebrook received a B.S. in Biology from California State University, Fullerton.
Jon Shear has served as our Vice President of Corporate Development since April 2021. From April 2017 to April 2021, Mr. Shear worked for Westward Medtech, a consulting practice that he founded and that assisted medtech company clients with strategic planning, decision making and transaction execution. Previously, Mr. Shear was the Vice President of Business Development at Thoratec. Prior to this, Mr. Shear held positions of increasing responsibility in finance, marketing and healthcare services at St. Jude Medical. Mr. Shear received a B.S. in Accounting and Business Administration Finance from Minnesota State University, Mankato.
COMPENSATION DISCUSSION AND ANALYSIS
General
The following Compensation Discussion and Analysis (“CD&A”) provides information on the compensation arrangements for our Named Executive Officers (our Chief Executive Officer and Chief Financial Officers serving during fiscal 2021 and our other two most highly compensated executive officers serving at the end of fiscal 2021, collectively our “NEOs”) and is intended to provide context for the decisions underlying the compensation paid to our NEOs in 2021. This CD&A should be read together with the compensation tables and related disclosures set forth below. Our NEOs for 2021 were as follows:
D. Keith Grossman, President and Chief Executive Officer;
Andrew H. Galligan, former Chief Financial Officer;
Roderick H. MacLeod, Chief Financial Officer;
Niamh Pellegrini, Chief Commercial Officer; and
Kashif Rashid, General Counsel and Corporate Secretary.
The Company appointed Mr. Roderick H. MacLeod as Chief Financial Officer of the Company effective as of June 15, 2020, replacing Mr. Galligan who retired, as was previously indicated. Mr. Galligan is expected to remain with the Company in a non-executive, transitionary role through June 5, 2021.
Executive Summary
2020 Performance Results. Fiscal year 2020 was one of the most challenging years for our company due to unprecedented impacts of the global COVID-19 pandemic. The pandemic, lockdowns and other policy responses and ongoing changes in patient behavior had a severe impact on the demand for elective medical procedures in hospitals and clinics, which significantly impacted our financial performance for 2020. During this time, we took actions to continue serving our clients, protecting our employees and preserving liquidity, including by implementing a temporary reduction in base salary for all worldwide, non-sales employees for most of the second quarter of 2020 and a temporary 50% reduction in fees for non-employee directors serving on the Board during the second quarter of 2020. Key results of our 2020 performance and achievements include the following:
We achieved revenue of $362.0 million for the full year 2020.
Despite difficult market conditions, we increased market share throughout 2020.