PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS OF

VAPOTHERM, INC.

TO BE HELD JUNE 23, 2020

INTRODUCTION

The board of directors of Vapotherm, Inc. is soliciting proxies from stockholders for its use at the 2020 annual meeting of stockholders, and at any adjournment or adjournments of that meeting. The annual meeting is scheduled to be held on June 23, 2020, at 10:00 a.m., Eastern Time, via a live webcast. Prior registration to attend the Annual Meeting at www.proxydocs.com/VAPO is required by 5:00 p.m. Eastern Time on June 19, 2020.

To improve readability, Vapotherm, Inc., which has preparedReferences in this proxy statement will sometimes speak in this document into:

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

^™ and ® denote trademarks and registered trademarks of Vapotherm, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this release are the property of their respective owners.

We intend to make this proxy statement will usually be shortenedand our 2021 Annual Report available on the Internet and to “our Board.”

This proxy statement relates tocommence mailing of the solicitation of proxies by our Board for use at the annual meeting.

On or about May 5, 2020, we will commence sending the Important Notice Regarding the Availability of Proxy Materialsnotice to all stockholders entitled to vote at the annual meeting beginning on or about April 29, 2022. We will mail paper copies of these materials, together with a proxy card, within three business days of a request properly made by a stockholder entitled to vote at the annual meeting.

owner, and you therefore have no direct vote on any matter to come before the annual meeting. Your broker, bank or nominee will send you voting instructions for you to use in directing the broker, bank or nominee in how to vote your shares. Your broker, bank or nominee may allow you to deliver your voting instructions via the telephone or the Internet. Employees who have exercised options and are holding shares at Shareworks will need to submit their vote by 11:59 pm. Eastern Time on June 18, 2020.

If you hold your shares through a broker and you do not timely provide your broker with specific instructions on how to vote your shares, your broker will not be authorized to cast a vote on your behalf on Proposals 1, 2 and 4 but will be authorized to cast a vote on your behalf, in its discretion, on Proposal 3. In such cases, a “brokernon-vote” may be entered with respect to your shares on Proposals 1, 2 and 4 to reflect that your broker was present with respect to your shares at the meeting but was not exercising voting rights on your behalf with respect to those shares.

Your Voting Options on Each“Investors—Governance—Governance Documents” section of the Proposals

You may vote “for all”, “withhold all” (meaning you choose to withhold from the proxy holder named in the proxy card your authority to vote) or “for all except” with respect to the election of each nominee for director (Proposal 1 on the proxy card)Company’s website located at www.vapotherm.com.

You may vote “for,” “against” or “abstain” with respect to the proposal on the amendment of our TenthMAJORITY VOTE STANDARD

Our Amended and Restated Certificate of Incorporation to addBylaws, or Bylaws, provide for a federal forum selection provision (Proposal 2 on the proxy card).

You maymajority vote “for,” “against” or “abstain” with respect to the proposal on the ratificationstandard for uncontested director elections. Under a majority vote standard, director nominees will be elected by a majority of the appointment of Grant Thornton LLP (Proposal 3 on the proxy card).

If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder named in the proxy card in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

Our Board’s Voting Recommendations

Our Board recommends that you vote:

If any other matter is properly brought before the annual meeting, the Company – through the individual named in the proxy and acting as the “proxy holder,” or his or her designee, and pursuant to the blanket authorization granted under the proxy – will vote your shares onvotes cast” means that matter in accordance with the discretion and judgment of the proxy holder.

Required Votes to Approve Each Proposal

Three positions on our Board are scheduled to be filled by vote of the stockholders at the annual meeting. As a stockholder, you are entitled to cast one vote per share for each of up to three nominees for election as

directors at the annual meeting, but you may not cumulate your votes (in other words, you may not cast votes representing three times the number of your shares entitled tovotes cast “for” a nominee exceeds the number of votes cast “against” such nominee, with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that nominee’s election. If there is a contested election, as defined in favor of a single nominee). Directors areour Bylaws, director nominees will be elected from among the nominees by a plurality of the votes that are cast among all nominees; this meanscast.

DIRECTOR INDEPENDENCE

Under the individuals whose names are validly placed into nomination at the meeting who receive the three highest number of votes cast “for” their election will be elected as directorslisting standards and rules of the Company. A properly returned proxy indicating “withhold” with respect to the election of one or moreNew York Stock Exchange (NYSE), independent directors will not be voted with respect to the director or directors indicated. “Brokernon-votes” will not be counted as votes cast on the proposal and will have no effect on the election of directors.

A majority of the votes cast at the meeting will approve of the proposal to amend our Tenth Amended and Restated Certificate of Incorporation to add a federal forum selection provision. If you “abstain” from voting, it will have the same effect as an “against” vote.

A majority of the votes cast at the meeting will approve: (i) the proposal to ratify the appointment of Grant Thornton LLP; and (ii) all other matters that arise at the annual meeting.

Please note, however, that because the vote on the ratification of Grant Thornton LLP is advisory in nature, the results of such votes will not be binding upon our Board or its committees.

Quorum

Delaware law provides that any stockholder action at a meeting requires that a quorum exist with respect to that meeting. Once a share is represented for any purpose at a meeting, it is deemed by Delaware law to be present for quorum purposes for the remainder of the meeting and (unless a new record date is or must be set for any such adjournment) any adjournment of that meeting.

A majority of the common stock entitled to vote at this meeting, present either online or by proxy, will constitute a quorum for all purposes at the meeting. If a quorum should not be present, the annual meeting may be adjourned from time to time until a quorum is obtained.

Shares held of record by stockholders who (in person or by proxy) abstain from voting on any or all proposals (and shares represented by “brokernon-votes,” described above under “Voting Shares That You Hold in Brokerage or Similar Accounts”) will be included in the number of shares present at the meeting for purposes of determining the presence of a quorum. However, abstentions and brokernon-votes as to any proposal will not be considered to be votes that have been “cast” on that proposal and therefore will not affect the outcome of the vote on any proposals described by this proxy statement.

Voting on Possible Other Matters

We are not aware that any person intends to propose that any matter, other than the three numbered proposals specifically described by this proxy statement, be presented for consideration or action by our stockholders at our annual meeting. If any such other matter should properly come before the meeting, however, favorable action on such matter would generally require the affirmative vote ofcomprise a majority of the votes cast, unless our Tenth Amended and Restated Certificatea listed company’s board of Incorporation or Amended and Restated Bylaws or applicable lawdirectors. In addition, NYSE rules require otherwise. If you vote by proxy, you will be granting the proxy holder authoritythat, subject to vote your shares on any such other matter in accordance with his discretion and judgment.

Revocation of Proxies or Voting Instructions

A stockholder of record who has delivered a proxy card in response to this solicitation may revoke it before it is exercised at the annual meeting by executing and delivering a timely and valid later-dated proxy, by voting online at the meeting or by giving written notice to the Secretary. If a stockholder of record has voted via the

Internet, such stockholder may also change that vote with a timely and valid later Internet vote or by voting online at the meeting. If a stockholder of record has voted by phone, such stockholder may also change that vote with a timely and valid later phone vote or by voting online at the meeting. Attendance online at the meeting will not have the effect of revoking a proxy unless a stockholder gives proper written notice of revocation to the Secretary before the proxy is exercised or the stockholder votes by ballot at the meeting. Beneficial owners who have directed their broker, bank or nominee as to how to vote their shares should contact their broker, bank or nominee for instructions as to how they may revoke or change those voting directions.

Solicitation of Proxies

Our Board is making this solicitation of proxies for our annual meeting. We will bear all costs of such solicitation, including the cost of preparing and distributing this proxy statement and the enclosed form of proxy. This cost also includes support for the hosting of the virtual annual meeting. After the initial distribution of this proxy statement, proxies may be solicited by mail, telephone, facsimile transmission or personally by directors, officers, employees or agents of the Company. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners, and we will pay their reasonableout-of-pocket expenses.

Emerging Growth Company

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures requiredspecified exceptions, each member of a “smaller reporting company,” as that term is definedlisted company’s audit, compensation, and nominating and corporate governance committees be independent. Audit committee members must also satisfy heightened independence criteria set forth in Rule12b-210A-3 promulgated under the Securities Exchange Act of 1934 as amended, or(Exchange Act), and compensation committee members must satisfy heightened independence criteria set forth in the Exchange Act. In addition,NYSE rules. Under the NYSE rules, a director will only qualify as an emerging growth“independent director” if the company’s board of directors affirmatively determines that the director has no material relationship with the company, we are not required to conduct votes seeking approval, on an advisory basis,either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the compensationresponsibilities of a director.

The Board has undertaken a review of its composition, the composition of its Board committees, and the independence of each director. Based upon information requested from and provided by each of our named executive officers or the frequency with which such votes must be conducted. We may remain an emerging growth company until as late as December 31, 2023, though we may cease to be an emerging growth company earlier under certain circumstances, including (i) if the market value of our common stock that is held bynon-affiliates exceeds $700.0 million as of any June 30, in which case we would cease to be an emerging growth company as of the following December 31, (ii) if our gross revenue exceeds $1.07 billion in any fiscal year or (iii) if we issue more than $1.0 billion ofnon-convertible debt over a three-year period.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board currently consists of eight directors. In accordance with the terms of our Tenth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our Board is divided into three classes, Class I, Class, II, and Class III, with members of each class serving staggered three-year terms. The terms of each class expire at successive annual meetings so that the stockholders elect one class of directors at each annual meeting. The current classification of our Board is:

Lance Berry, 47, has served as a member of our Board and the chair of the Audit Committee since January 2020. Mr. Berry has served as Executive Vice President, Chief Financial and Operations Officer of Wright Medical Group N.V. since January 2019 and prior to such position served as Senior Vice President and Chief Financial Officer from October 2015 to January 2019. Mr. Berry has also served as Senior Vice President and Chief Financial Officer of Wright Medical Group, Inc. since December 2009. He served as a Vice President of Wright Medical Group, Inc. from 2004 to December 2009 and Corporate Controller from 2002 to December 2009. Prior to Wright, he was an accountant in the auditing division of Arthur Andersen, LLP, from 1995 to 2002, where he held various positions of increasing responsibility, most recently as Audit Manager, and his clients consisted primarily of multinational and public companies. Mr. Berry earned a Bachelors of Accounting and a Masters of Accounting from the University of Mississippi. Mr. Berry is a certified public accountant (inactive status). We believe Mr. Berry’s financial knowledge and experience leading and managing a medical technology company qualified him to serve on our Board.

Geoff Pardo, 48, has served as a member of our Board since April 2014 and a member of the Audit Committee since July 2015. Mr. Pardo has served as a partner at Gilde Healthcare since 2011. Previously, he was a partner at Spray Venture Partners from 2004 to 2011. He also served as President and Chief Executive Officer of Facet Solutions, a spinal implant company focused on treating lumbar spinal stenosis, from 2007 until the company was sold to Globus Medical in 2011. He has also worked at Cardinal Partners as an Associate. He currently serves as a board member of Axonics Modulation Technologies, Inari Medical and CVRx, Inc. Mr. Pardo received a BA from Brown University and an MBA from The Wharton School of Business. We believe Mr. Pardo’s experience leading and managing a medical technology company, as well as his healthcare industry knowledge and his experience serving on the board of directors of other companies, qualified him to serve on our Board.

The following persons will continue as directors:

Continuing Directors of the Class with Terms Expiring at the 2021 Annual Meeting

Marina Hahn, 62, has served as a member of our Board since October 2017 and a member of our Compensation Committee since November 2018. She is currently consulting in the role of General Manager for the joint venture between European beverage giant Rotkaeppchen -Mumm andUS-based August Wine Group. Prior, Marina served as Vice President, New Business for ZX Ventures (the venture arm of Anheuser- Busch, Inc.) from April 2018 to February 2020, and was a member of the Anheuser Busch North American Management Committee. Previously, Ms. Hahn held leadership positions in various companies, including President of the Consumer Division of Flex Pharma from September 2014 to March 2016, Chief Strategy Officer and Chief Marketing Officer at Quirky Inc. from August 2012 to November 2014, Chief Marketing Officer of Spirits Marque One LLC and Senior Vice President of Constellation Brands from 2003 to 2012, Executive Vice President of J. Walter Thompson Company from 1999 to 2002, Vice President of Advertising at Sony Electronics Inc. from 1994 to 1997 and Director of Advertising at the Pepsi-Cola Company from 1989 to 1994. Ms. Hahn also has experience serving on corporate boards, serving as a director of Celestial Seasonings Inc. from 1996 to 2000 and Director of Hain Celestial Group, Inc. from 2000 to 2014. She is a member of the Business Leadership Council of Wellesley College. Ms. Hahn received a BA degree in French Literature and Political Science from Wellesley College. We believe Ms. Hahn’s marketing knowledge, start up venture experiences, and her experience serving on the board of directors of other companies qualified her to serve on our Board.

Craig Reynolds, 71, has served as a member of our Board since August 2010, the chair of our Compensation Committee since October 2012, and as a member of our Nominating and Governance Committee since July 2017. Mr. Reynolds served as the Chief Executive Officer and President of Ebb Therapeutics (formerly Cereve Inc.) from January 2011 to February 2017. Prior to joining Ebb Therapeutics, Mr. Reynolds served as Chief Operating Officer of Philips Respironics Home Health Solutions from 2008 to 2010. Prior to its acquisition by Philips Respironics, Mr. Reynolds was the Chief Operating Officer and a board member of Respironics from 1998 to 2008. From 1993 to 1998, Mr. Reynolds was with Healthdyne Technologies, Inc., a medical device

company, serving for five years as Chief Executive Officer and Director. He currently serves as a board member of Masimo Corporation, and Zephyr, Inc. From January 2008 through July 2014, Mr. Reynolds served as a director of Symmetry Medical, Inc., and as Chairman of the Board from June 2009 to August 2014. He also served as Chairman of the Board of Symmetry Surgical, Inc. from August 2014 through July 2016. Mr. Reynolds earned his BS in Industrial Management from the Georgia Institute of Technology and an MBA in marketing from Georgia State University. We believe Mr. Reynolds’ experience leading and managing medical technology companies, as well as his experience serving on the board of directors of other companies, qualified him to serve on our Board.

Continuing Directors of the Class with Terms Expiring at the 2022 Annual Meeting

Joseph Army, 56, has served as President, Chief Executive Officer and as a member of our Board since June 2012. Mr. Army served as a member of our Nominating and Governance Committee from July 2017 until November 2019. Prior to joining Vapotherm, Mr. Army served as President and Chief Executive Officer of Salient Surgical Technologies, Inc. (formerly TissueLink Medical, Inc.), or Salient, since 2007. He first joined Salient in 1999 as Chief Financial Officer and Vice President of Finance. Prior to his time at Salient, he held various positions including Vice President of Finance and Supply Chain Operations for Westaim Biomedical from 1998 to 1999 and strategy consultant for Coopers & Lybrand LLP from 1991 to 1997. Mr. Army holds an MBA in finance from The Wharton School and a BA in history from the University of Rhode Island. He is certified in production and inventory management and is a certified public accountant (inactive status). We believe Mr. Army’s knowledge of the Vapotherm business and his leadership experience at other organizations qualified him to serve on our board of directors.

James Liken, 70, has served as a member of our Board since May 2010 and as chairman since October 2012. Mr. Liken has served as chair of our Nominating and Governance Committee since July 2017. From 2003 to 2008, Mr. Liken served as Vice Chairman of Respironics. From 1999 through 2003, Mr. Liken served as President and Chief Executive Officer of Respironics. Before joining Respironics, he was owner of Liken Home Medical, Inc., a regional provider of home respiratory services. Mr. Liken has been active in the home medical business since 1976, serving in management and ownership capacities for several predecessor companies. He previously served on the board of the National Association of Medical Equipment Services from 1980 to 2003, serving as chairman of the organization on two separate occasions. We believe Mr. Liken’s experience leading and managing medical technology companies, as well as his board experience, qualified him to serve on our Board.

Elizabeth Weatherman, 60, has served as a member of our Board since October 2017 and as a member of the Audit Committee since November 2018. Ms. Weatherman has served as a Special Limited Partner of Warburg Pincus since January 2016. She joined Warburg Pincus in 1988. She served as a member of the Executive Management Group from 2001 to 2016 and led the firm’s Healthcare Group from 2008 to January 2015. She is a member of the board of Wright Medical Group, N.V., Nevro, and Silk Road Medical, Inc. She serves on the Advisory Council of the Stanford Graduate School of Business, as a trustee and Vice Chair of the Investment Committee of Mount Holyoke College, and a trustee of Saint Ann’s School in Brooklyn, NY. Ms. Weatherman received a BA in English, summa cum laude, and Phi Beta Kappa from Mount Holyoke College and holds an MBA from the Stanford Graduate School of Business. We believe Ms. Weatherman’s healthcare investment knowledge, as well as her board experience, qualified her to serve on our Board.

Board Leadership Structure

Our Board is currently led by its Chairman, Mr. Liken. Our Board recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the Company continues to grow. We currently separate the roles of Chief Executive Officer and chairmanChairman of the boardBoard in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and theday-to-day leadership and performance of the Company, while the

Chairman provides guidance to the Chief Executive Officer and presides over meetings of the full Board. We believe this separation of responsibilities provides a balanced approach to managing the Board and overseeing the Company.

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 such changes in the future as it deems appropriate.

Director IndependenceEXECUTIVE SESSIONS

Our Board currently consists of eight members. Our Board has determined that seven of those members, Mr. Arnerich, Mr. Berry, Ms. Hahn, Mr. Liken, Mr. Pardo, Mr. Reynolds, and Ms. Weatherman, are independent directors in accordance with the listing requirements of The New York Stock Exchange, or the NYSE. Under the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of a company’s initial public offering. In addition, the rules of the NYSE require that, subject to specified exceptions, includingphase-in exceptions for newly public companies, each member of a listed company’s audit, compensation and nominating and governance committee be independent. Audit committee members must also satisfy the independence criteria set forth in Rule10A-3 under the Exchange Act. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board has determined that none of Mr. Arnerich, Mr. Berry, Ms. Hahn, Mr. Liken, Mr. Pardo, Mr. Reynolds, or Ms. Weatherman, representing seven of our eight directors as of the date of this proxy statement, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the NYSE. In making this determination, our Board considered the relationships that eachnon-employee director has with us and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our common stock by eachnon-employee director and the relationship of certainnon-employee directors with certain of our significant stockholders.

Role of Board in Risk Oversight Process

Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting and risks associated with our information technology systems (including cybersecurity). The Nominating and Governance Committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks. Our Board believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership structure.

Committees and Attendance

Our Board held six meetings during 2019. During that time, no member of our Board attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which he or she was a director) and (ii) the total number of meetings held by all committees of the Board on which he or she served (held during the period that such director served).

In addition to regular meetings of our Board, the Company’snon-management directors meet in executive sessions without management participation. Our Board has not formally selected a director to preside overconsider such matters as they deem appropriate, such as reviewing the executiveperformance of management. Executive sessions of thenon-management directors. Instead, at each executive session, thenon-managementour independent directors designate a presiding director for the session.are typically held in conjunction with regularly scheduled Board meetings.

Our Board has established

Compensation Committee

Mr. Reynolds, Mr. ArnerichSEC and Ms. Hahn comprise our Compensation Committee. Mr. Reynolds serves as the chairperson of the committee.NYSE. Our Board has affirmatively determined that Mr. Arnerich,Berry, Ms. HahnMoynihan and Mr. ReynoldsMs. Weatherman meet the definition of “independent director” under Rule 10A-3 of the applicableExchange Act and the NYSE ruleslisting standards for purposes of serving on the Audit Committee. In addition, our Board has determined that Mr. Berry qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K and has the requisite accounting or related financial management expertise and financial sophistication under the NYSE listing standards. Mr. Spence served on the Audit Committee until June 22, 2021, when Ms. Moynihan joined the Audit Committee, and also qualified as an audit committee financial expert.

COMPENSATION COMMITTEE

Primary Responsibilities

The purposes of the Compensation Committee and are“non-employee directors” as defined to assist our Board inSection 16b-3 fulfilling its responsibilities relating to the general oversight of the Exchange Act.

Our Compensation Committee oversees our compensation policies, plans and benefits programs and also:

Nominating and Corporate Governance Committee

Mr. Liken and Mr. Reynolds comprised our Nominating and Governance Committee. From January 1, 2019 through November 13, 2019, Mr. Army also served on charter authorizes the Nominating and Corporate Governance Committee. Mr. Liken serves asCommittee to retain a search firm or other consultants to assist in the chairpersonidentification and evaluation of director candidates, including the sole authority to approve the search firm’s or other consultants’ fees and other retention terms. The Nominating and Corporate Governance Committee reviews and evaluates, at least annually, the performance of the committee. Nominating and Corporate Governance Committee and its members, including compliance by the Nominating and Corporate Governance Committee with its charter.

BOARD COMPOSITION AND DIVERSITY

Our Board has determineda strong commitment to diversity and inclusion in all aspects of our business. Our Board understands the importance of adding diverse, experienced talent to the Board in order to establish an array of experience and strategic views. Our Board and Nominating and Corporate Governance Committee believe that Mr. Likendiversely skilled, experienced and Mr. Reynolds are independent underhighly qualified board members foster a robust, comprehensive and balanced decision-making process for the applicable rulescontinued effective functioning of our Board and regulationssuccess of NYSE.the Company. Accordingly, while the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, through the nomination process, it seeks to promote Board membership that reflects diversity, factoring in gender, race, ethnicity, age, differences in professional background, education, skill, experience and other individual qualities and attributes that contribute to the total mix of viewpoints and experience. The Nominating and Corporate Governance Committee operates under a written charter, which the Nominatingevaluates these factors, among others, and Governance Committee will review and evaluate at least annually.does not assign any particular weighting or priority to any of them.

Stockholders haveCorporate Governance Committee will evaluate candidates recommended by stockholders using the right undersame criteria it uses to evaluate candidates recommended by others as described above. Under our Tenth AmendedCharter and Restated Certificate of Incorporation and Amended and Restated Bylaws, toour stockholders may directly nominate director candidates for election at an annual meeting of stockholders, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or our Board, by submitting to the Company as to each nominee that the stockholder proposes for election or reelection as a director (i) all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’s written consent to serve as a director if elected, and (ii) a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder, any Stockholder Associated Person (as such term is defined in the Company’s Amended and Restated Bylaws) or any of their respective affiliates or associates on the one hand, and the proposed nominee or any of his or her affiliates or associates, on the other handhand. Any such nomination must be made by a stockholder of record of the Company at the time of making such nomination and meet such other requirements as are set forth in the Company’s Amended and Restated Bylaws. Such nomination information should be submitted to: Vapotherm, Inc., 100 Domain Drive, Exeter, NH 03833, Attention: Senior Vice President, General Counsel and Secretary.

Communication with Directors

Any There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or other interested parties desiringotherwise. During the fourth quarter of 2021, we made no material changes to communicate withthe procedures by which stockholders may recommend nominees to our Board or one or moreas described in last year’s proxy statement.

BOARD AND BOARD COMMITTEE MEETINGS; ATTENDANCE

The Board and each Board committee meet throughout the year on a regular schedule, hold special meetings as needed and act by written consent from time to time. The Board held five meetings during 2021. Each director attended at least 75% of our directors, may send a letter addressed to the boardcombined total of directors, Vapotherm, Inc., 100 Domain Drive, Exeter, NH 03833, Attention: Secretary. All such letters will be promptly forwarded to the appropriate members(i) all Board meetings and (ii) all meetings of committees of the Board or individual directors, as applicable,of which the director was a member during 2021. The total number of meetings held by each Board committee is listed above under the Secretary. Concerns relating to accounting, internal controls or auditing matters will be brought promptly to the attention of the chairman of the Audit Committee.

Director Attendance at Annual Meetinginformation about each committee.

We do not have a formal policy regarding director attendance at the annual meeting of stockholders. However,Last year, none of our directors attended our annual meeting of stockholders either in person or by videoconference, except for our two new directors who were up for election, Lori Knowles and Mary Beth Moynihan.

EXECUTIVE SESSIONS

The Board and each Board committee regularly holds executive sessions outside the presence of any management. In addition, at each regular meeting, the Nominating and Corporate Governance Committee meet in separate executive sessions with our CEO, General Counsel and Chief Compliance Officer.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and accompanying footnotes set forth information with respect toBoard of Directors unanimously recommends that our stockholders vote “FOR” the beneficial ownershipelection of our common stock by:

Beneficial ownershipstockholders, or until such director’s successor is determined under the Securitiesduly elected and Exchange Commission rules and regulations and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe each stockholder identified in the table possesses sole voting and investment power over all shares of equity securities shown as beneficially owned by the stockholder.qualified.

Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of the date of March 31, 2020 are considered outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the address of each beneficial owner listed below is c/o Vapotherm, Inc. 100 Domain Drive, Exeter, NH 03833.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

This section provides an overview of the compensation awarded to, earned by, or paid to our principal executive officer and our next two most highly-compensated executive officers in respect to their service to the Company for our fiscal year ended December 31, 2019. Under SEC rules, we are also required to include disclosure for one of our former executive officers, Mr. Coolidge, who was no longer an executive officer as of December 31, 2019. We refer to these individuals as our named executive officers. For 2019, our named executive officers were:

(1) Mr. Coolidge ceased to be an executive officer of the Company on October 23, 2019 and remains employed by us as our Vice President, Operations.

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2019 and, if applicable, 2018.

Narrative Disclosure to Summary Compensation Table

Base Salary

Base salaries for the named executive officers are reviewed annually by the Compensation Committee. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. For 2019, Mr. Army’s annual base salary was $400,000 and Mr. Coolidge’s annual base salary was $236,500. Effective July 1, 2019, Mr. Ramade’s annual base salary was increased from €202,800 to €211,825 ($227,136 to $237,244 using the exchange rate conversion described in note (5) to the Summary Compensation Table above) and Mr. Blouin’s annual base salary was increased from $210,000 to $220,000.

Annual Bonus and Commission

With respect to 2019, Mr. Army was eligible to receive an annual bonus with a target bonus equal to 100% of his annual base salary, with the actual amount of such bonus based on the achievement of revenue, gross margin and other Company objectives associated with the achievement of clinical and product development goals, as established by the Compensation Committee in the beginning of 2019 (the “2019 Corporate Bonus Criteria”). In January 2020, the Compensation Committee determined that 50% of the 2019 Corporate Bonus Criteria had been achieved and, therefore, Mr. Army would receive a bonus in an amount equal to 50% of his target bonus, or $200,000.

With respect to 2019, Mr. Coolidge was eligible to receive an annual bonus with a target bonus equal to 35% of his annual base salary, with the amount of such bonus based on the achievement of certain inventory turn, disposable material cost reduction, overhead budget performance, and the chief executive officer’s assessment of Mr. Coolidge’s performance (the “2019 Operations Bonus Criteria”) as established by the Compensation Committee. The Compensation Committee determined that 200% of the 2019 Operations Bonus Criteria had been achieved, and therefore, Mr. Coolidge would receive a bonus in an amount equal to 200% of his target bonus, or $165,500.

Mr. Army’s and Mr. Coolidge’s bonuses with respect to 2019 were paid in February 2020.

Mr. Ramade and Mr. Blouin were each eligible for sales commissions according to their respective commission plans. In 2019, Mr. Blouin was eligible to earn target commissions equal to $188,458, with the actual amount of such commissions based on the achievement of U.S. capital revenue performance and U.S. disposable revenue growth performance goals established by the Compensation Committee. The Compensation Committee determined that Mr. Blouin earned 96.8% of his annual commission, resulting in a total commission payment of $182,362 for fiscal year 2019. Mr. Blouin’s commissions for fiscal year 2019 were paid on a monthly basis, with the final commission payment made in January 2020. In 2019, Mr. Ramade was eligible to earn target commissions equal to €79,950, with the actual amount of such commissions based on the achievement of goals related to international capital and disposable revenue performance and international capital unit sales to the Company’s distributors as established by the Compensation Committee. The Compensation Committee determined that Mr. Ramade earned 100.5% of his annual commission, resulting in a total commission payout of €80,311 ($89,948 using the exchange rate conversion described in note (5) to the Summary Compensation Table above) for fiscal year 2019. Mr. Ramade’s commissions for fiscal year 2019 were paid on a quarterly basis with the final commission payment made in January 2020.

Agreements with our Named Executive Officers

We are party to an amended and restated employment agreement with Mr. Army, an employment agreement with Mr. Ramade, and an offer letter with each of Mr. Blouin and Mr. Coolidge. As described below, each of Messrs. Army, Ramade, Coolidge, and Blouin is subject to certain restrictive covenants with us.

On October 17, 2018, in connection with our initial public offering, we amended and restated Mr. Army’s employment agreement. This amended and restated employment agreement provides for “at will” employment and has no specific term. Under the amended and restated employment agreement, Mr. Army is entitled to receive an annual base salary of $400,000 and he is eligible to receive an annual target bonus equal to 100% of his base salary as in effect at the beginning of the applicable calendar year, subject to, and payable in accordance with, the terms and conditions of the Company’s bonus plan, as in effect from time to time.

In the event Mr. Army’s employment with us is terminated by us other than for cause or he resigns his employment for good reason (as such terms are defined in the amended and restated employment agreement), provided Mr. Army timely executes a release of claims in favor of us and continues to comply with the restrictive covenants contained in his employment agreement related to our proprietary information andnon-competition,non-solicitation, andnon-disparagement, Mr. Army would be entitled to receive (i) continuing payments of his then-current annual base salary payable over 12 months, (ii) a prorated target bonus for the year of termination, payable over 12 months, and (iii) Company reimbursements for the difference between the monthly COBRA premium amount paid by Mr. Army for himself and his dependents and the monthly premium amount paid by similarly situated active executives for up to 12 months following termination. In addition to the above severance payments, in the event Mr. Army’s employment with us is terminated by us other than for cause or he resigns for good reason within the period beginning three months prior to and ending 12 months following a change in control (as defined in the amended and restated employment agreement), all of Mr. Army’s equity incentive awards that were outstanding immediately prior to the change in control will become vested and exercisable (with any outstanding performance-based awards vesting at target) and, if no such termination has occurred

during that12-month period, all of Mr. Army’s equity incentive awards that were outstanding immediately prior to the change in control will become vested and exercisable on theone-year anniversary of the change in control (with any outstanding performance-based awards vesting at target).

If any of the payments received or to be received by Mr. Army would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax under Section 4999 of the Code, then Mr. Army would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount ofafter-tax benefits to him.

Mr. Army is also subject to restrictive covenants that include a prohibition on disclosing confidential information of ours during his employment with us and any time thereafter, a prohibition on soliciting our employees during his employment with us and for 12 months thereafter, and anon-competition provision during his employment with us and for 12 months thereafter.

On February 19, 2014 we entered into an offer letter with Mr. Coolidge. This offer letter provides for “at will” employment and has no specific term. The offer letter sets forth Mr. Coolidge’s initial base salary and provides for his participation in our employee benefit plans.

On March 14, 2016 we entered into an employment agreement with Mr. Ramade. This employment agreement provides for “at will” employment and has no specific term. Under the employment agreement, Mr. Ramade is entitled to receive an “inconvenience allowance” related to the use of his home office in an amount of €7,200 per year, a monthly car allowance of €1,700, and monthly payments of €175 for home office expenses, as well as to participate in a variable commission program, with commissions payable on a quarterly basis. If Mr. Ramade should exceed the commission plan targets, he would earn additional commissions in accordance with the conditions and method of calculations as detailed in the commission plan. In the case of a partial year, the amount will be prorated based upon days worked. Mr. Ramade’s employment agreement also includes restrictive covenants, including an invention assignment provision and a prohibition on disclosing our confidential information during Mr. Ramade’s employment with us and for ten years thereafter. Mr. Ramade’s employment agreement also includes a prohibition on soliciting our employees during Mr. Ramade’s employment with us and for one year thereafter, and anon-competition provision during Mr. Ramade’s employment with us and for one year thereafter.

On December 8, 2017, we entered into an offer letter with Mr. Blouin. This offer letter provides for “at will” employment and has no specific term. Under the offer letter, Mr. Blouin is entitled to receive commission incentives.

We entered into restrictive covenant agreements with Mr. Army, in addition to the covenants contained in his amended and restated employment agreement with us, and each of Messrs. Coolidge and Blouin. Each such agreement includes an invention assignment provision and a prohibition on disclosing confidential information of ours during the named executive officer’s employment with us and any time thereafter. The restrictive covenant agreements with each of Messrs. Coolidge and Blouin also include a prohibition on soliciting our employees during the named executive officer’s employment with us and for one year thereafter, and anon-competition provision during the named executive officer’s employment with us and for one year thereafter.

Equity Compensation

Our named executive officers are eligible to receive equity-based compensation. Prior to our initial public offering, all equity awards were granted under our 2015 Stock Incentive Plan, or the 2015 Plan and, prior to adoption of our 2015 Plan, our 2005 Stock Incentive Plan, or the 2005 Plan. In connection with our initial public offering, our board of directors adopted, and our stockholders approved, our 2018 Equity Incentive Plan, or the 2018 Plan. Following its adoption, all equity-based awards have been granted under our 2018 Plan. For

Mr. Ramade, equity-based awards have been granted under the France Subplan under our 2015 Plan or 2018 Plan, as applicable.

On January 11, 2019, Mr. Army was granted 203,900 stock options and Mr. Blouin and Mr. Coolidge were each granted 35,000 stock options under our 2018 Plan. On January 23, 2019, Mr. Ramade was granted 35,000 stock options under the French Subplan to our 2018 Plan. Mr. Army, Mr. Blouin, Mr. Coolidge, and Mr. Ramade’s stock options were granted with performance-based vesting criteria whereby between 0% and 100% of the shares subject to the award (determined using straight line interpolation) were eligible to vest based on the Company’s achievement of certain worldwide revenue and gross margin goals for 2019, as measured on a weighted average basis, with 65% of the Company’s overall performance determined based on the achievement of the worldwide revenue goal and 35% based on the achievement of the worldwide gross margin goal. To the extent vested based on performance, the stock options are also subject to time-based vesting, with 25% of the stock options eligible to vest on the first anniversary of the grant date and the remainder eligible to vest in equal monthly installments thereafter over the next three years. Based on 2019 performance, our compensation committee determined that 35% of the performance goals were achieved on a weighted average basis, resulting in a total of 71,374 options held by Mr. Army, and 12,279 options held by each of Messrs. Ramade, Coolidge, and Blouin being earned and eligible to time-vest. In order to be able to vest in the award, the named executive officer must generally remain continuously employed through the applicable vesting date.

Severance and Change of Control Payments and Benefits

Each of our named executive officers is entitled to benefits under certain of their restricted stock and/or stock option agreements upon a termination of employment upon certain circumstances or upon the occurrence of a change in control. These benefits are described under “Outstanding Equity Awards at Fiscal-Year End Table” below. Mr. Army is also entitled to severance benefits under his employment agreement, as described above under “Agreements with our Named Executive Officers.” Under French labor law, Mr. Ramade is entitled to severance benefits that are due in all cases of termination of employment unless his employment is terminated for gross or severe misconduct. These benefits include a notice period that is presently equal to three months (but which could extend up to six months over time as Mr. Ramade ages and accrues additional service time with us) and a severance indemnity payment that is presently equal to 1/4 of his average monthly compensation (inclusive of salary, commissions, and benefits in kind) per year of service for the first seven years of service (i.e. in case of a qualifying termination prior to May 2023). If Mr. Ramade’s contract is terminated after seven years of service with us, then the severance benefits will be equal to (i) 1/5 of his monthly average compensation (inclusive of salary, commissions, and benefits in kind) for the first seven years and (ii) 3/5 of his average compensation for year eight and each additional year thereafter. Additionally, Vapotherm would be required to pay Mr. Ramade 60% of his prior monthly compensation for each month that Vapotherm wishes to enforce Mr. Ramade’s12-monthnon-competition clause.

Employee and Retirement Benefits

We currently provide broad-based health and welfare benefits that are available to all of our U.S. employees, including Messrs. Army and Blouin, including health, life, disability, vision, and dental insurance. In addition, we maintain a 401(k) retirement plan for our full-time U.S. employees. The 401(k) plan permits us to make discretionary employer contributions and in 2019 we made contributions in the amount of up to $1,000 per plan participant (or $500 for employees who earned over $50,000). Other than the 401(k) plan, we do not provide any qualified retirement or deferred compensation benefits to our employees, including our named executive officers. Our U.S. employees are also eligible to participate in our Employee Stock Purchase Plan.

With respect to Mr. Ramade, we currently contribute to state-mandated health, death, and disability insurance and pension schemes and arrangements, in each case, in accordance with French law.

No TaxGross-Ups

We do not makegross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by us.

Outstanding Equity Awards as of 2019 FiscalYear-End

The table below summarizes the aggregate stock option and restricted stock awards held by our named executive officers as of December 31, 2019. As described above in “Equity Compensation,” stock options typically vest upon grant.

Director Compensation

In connection with our initial public offering, our board of directors adopted anon-employee director compensation policy. In connection with the establishment of the Finance Committee, in January of 2019, our board of directors approved the payment of chair and member fees to members of that committee in the amount set forth in the table below. Thenon-employee director compensation policy was amended by our board of directors in July 2019 to permit the annual equity grants to members of the board contemplated by such policy to be made by the Compensation Committee instead of our board of directors. Under this policy, eachnon-employee director receives an annual cash retainer for service to our board of directors and an additional annual cash retainer for service on any committee of our board of directors or for serving as the chair of our board of directors or any of its committees, in each case, prorated for partial years of service, as follows:

Eachnon-employee director may elect to receive fully vested shares of our common stock in lieu of his or her annual cash retainer and any additional cash retainer for serving on a committee of our board of directors or for serving as the chair of our board of directors or any of its committees. If anon-employee director so elects, the number of shares of our common stock to be issued is determined by dividing the cash retainer(s) thenon-employee director would be eligible to receive for the applicable quarter by the fair market value (as defined in our 2018 Plan) of a share of our common stock on the date that the cash retainer(s) would otherwise have been paid, rounded down to the nearest whole share (except for certain issuances of stock during 2019, as described in footnote (1) to the table below). Any election to receive our common stock in lieu of a cash retainer must be approved by the Compensation Committee in advance.

Eachnon-employee director who is first elected to our board of directors is granted an option to purchase 14,250 shares of our common stock, such option to vest in equal installments on each of the first three anniversaries of the grant date, generally subject to thenon-employee director’s continued service through the applicable vesting date.

On the date of the first meeting of our board of directors following each annual meeting of our stockholders, eachnon-employee director is granted an option to purchase 9,500 shares of our common stock, such option to vest in full on the earlier of the first anniversary of the date of grant or the date of the following annual meeting of our stockholders, in each case, subject to thenon-employee director’s continued service through the applicable vesting date. Notwithstanding the foregoing, anynon-employee director who was first elected to our board of directors during the calendar year of such annual meeting will instead be granted a prorated option that will be calculated by multiplying 9,500 by a fraction, the numerator of which is the number of full months thenon-employee director served on our board of directors during the calendar year prior to the annual meeting and the denominator of which is 12. All options granted to ournon-employee directors that are then-outstanding will vest in full upon thenon-employee director’s death or a change in control.

All options granted to ournon-employee directors have a per share exercise price equal to the fair market value of a share of our common stock on the date of grant and expire not later than 10 years after the date of grant. All cash retainers are paid quarterly, in arrears, or upon the earlier resignation or removal of thenon-employee director.

Eachnon-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee on which he or she serves.

The following table sets forth information concerning the compensation of ournon-employee directors during the year ended December 31, 2019. Mr. Army is a named executive officer who does not receive additional compensation for his service as a director, and therefore is not included in the table below.