CEO Timothy Goodnow was paid $3,347,959 in fiscal year 2025, ↑ up 0.9% from fiscal year 2024 (SEC filing 0001104659-26-041541 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$3,347,959 ↑ Timothy Goodnow total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 81.32% Say-on-pay support, latest vote |
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SENS's next annual pay disclosure, estimated April 8, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Timothy Goodnow | $635,000 | $0 | $1,022,500 | $1,022,500 | $613,000 | $0 | $54,959 | $3,347,959 |
| President and Chief Executive Officer | ||||||||
| Mukul Jain | 511,000 | 0 | 500,000 | 500,000 | 369,720 | 0 | 64,446 | 1,945,166 |
| Chief Operating Officer | ||||||||
| Frederick Sullivan | 430,000 | 0 | 350,000 | 350,000 | 201,240 | 0 | 61,359 | 1,392,599 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Timothy Goodnow | $3,347,959 | $3,317,418 | — | ↑ +30,541 |
| Mukul Jain | 1,945,166 | 1,892,920 | — | ↑ +52,246 |
| Frederick Sullivan | 1,392,599 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Mukul Jain | COO | $1,945,166 |
| Timothy Goodnow | CEO | $3,347,959 |
| Frederick Sullivan | CFO | $1,392,599 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Anthony Raab | Former director (through FY2025) | $10,000 |
| Brian Hansen | Director | — |
| Douglas A. Roeder | Independent Director | $177,172 |
| Douglas S. Prince | Independent Director | $183,172 |
| Edward J. Fiorentino | Independent Director | $174,672 |
| Francine R. Kaufman | Director | — |
| Koichiro Sato | Former director (through FY2025) | — |
| Sharon Larkin | Independent Director | $164,672 |
| Stephen P. DeFalco | Chair of the Board | $213,172 |
| Steven Edelman | Independent Director | $169,672 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Timothy Goodnow | RSU | 113,839 | — | $628,391 |
| Timothy Goodnow | RSU | 75,973 | — | 419,371 |
| Mukul Jain | RSU | 55,110 | — | 304,207 |
| Timothy Goodnow | RSU | 39,201 | — | 216,390 |
| Mukul Jain | RSU | 37,151 | — | 205,074 |
| Frederick Sullivan | RSU | 33,400 | — | 184,368 |
| Frederick Sullivan | RSU | 26,006 | — | 143,553 |
| Mukul Jain | RSU | 17,252 | — | 95,231 |
| Frederick Sullivan | RSU | 11,502 | — | 63,491 |
| Frederick Sullivan | RSU | 389 | — | 2,147 |
| Timothy Goodnow | Option | 122,067 | 10.1 | — |
| Mukul Jain | Option | 59,690 | 10.1 | — |
| Frederick Sullivan | Option | 41,784 | 10.1 | — |
The Company seeks to motivate and reward executives for achievements relative to corporate goals and expectations, considering market compensation for comparable positions, historical compensation levels, and individual performance. The goal is to align executive interests with stockholders by motivating short- and long-term results that are in the best interests of the Company.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Willis Towers Watson |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-20 | 10,358,401 | 2,379,720 | 222,633 | 81.32% | Passed |
| 2024 | 2024-05-22 | 61,654,275 | 24,469,234 | 3,460,999 | 71.59% | Passed |
| 2023 | 2023-05-17 | 84,135,004 | 21,916,745 | 1,435,716 | 79.33% | Passed |
| 2022 | 2022-05-26 | 81,712,202 | 7,162,772 | 2,030,203 | 91.94% | Passed |
| 2021 | 2021-05-25 | 90,983,650 | 4,235,423 | 1,108,017 | 95.55% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-20 | 81.32%a |
| 2024 | 2024-05-22 | 71.59%b |
| 2023 | 2023-05-17 | 79.33%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Stephen P. DeFalcoIndependent · Board Chair · Audit Committee · Nominating Corporate Governance Committee (Chair) | $95,000 | $118,172 | — | — | — | $213,172 |
| Douglas S. PrinceIndependent · Audit Committee (Chair) · Nominating Corporate Governance Committee | 65,000 | 118,172 | — | — | — | 183,172 |
| Douglas A. RoederIndependent · Compensation Committee (Chair) · Nominating Corporate Governance Committee | 59,000 | 118,172 | — | — | — | 177,172 |
| Edward J. FiorentinoIndependent · Audit Committee · Compensation Committee | 56,500 | 118,172 | — | — | — | 174,672 |
| Steven EdelmanIndependent · Compensation Committee · Nominating Corporate Governance Committee | 51,500 | 118,172 | — | — | — | 169,672 |
| Sharon LarkinIndependent · Compensation Committee | 46,500 | 118,172 | — | — | — | 164,672 |
| Anthony RaabIndependent · Departed during FY | 10,000 | 0 | — | — | — | 10,000 |
| Brian HansenEmployee director | 0 | 0 | — | — | — | 0 |
| Francine R. KaufmanEmployee director | — | — | — | — | — | 0 |
| Timothy T. GoodnowEmployee director | — | — | — | — | — | 0 |
| Koichiro SatoNot independent · Departed during FY | 0 | 0 | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $225,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 10,000 / 7,500 / 5,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $383,500 |
| Equity awards (grant-date value) | $709,032 |
| All other compensation | $0 |
| Total cost of the board | $1,092,532 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Senseonics Holdings | 2025 | Timothy Goodnow | $635,000 | $1,022,500 | $1,022,500 | $613,000 | $3,347,959 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Timothy Goodnow | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Summary Compensation Table”. As printed: 3,347,959. Filing ↗machine: r1 · c47 · span 527980–527989 |
| 2 | Section 01, Mukul Jain | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Summary Compensation Table”. As printed: 1,945,166. Filing ↗machine: r3 · c47 · span 537376–537385 |
| 3 | Section 01, Frederick Sullivan | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Summary Compensation Table”. As printed: 1,392,599. Filing ↗machine: r5 · c47 · span 546771–546780 |
| 4 | Section 08, Stephen P. DeFalco | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 213,172. Filing ↗machine: span 782217–782224 |
| 5 | Section 08, Douglas S. Prince | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 183,172. Filing ↗machine: span 786595–786602 |
| 6 | Section 08, Douglas A. Roeder | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 177,172. Filing ↗machine: span 788770–788777 |
| 7 | Section 08, Edward J. Fiorentino | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 174,672. Filing ↗machine: span 784395–784402 |
| 8 | Section 08, Steven Edelman | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 169,672. Filing ↗machine: span 790967–790974 |
| 9 | Section 08, Sharon Larkin | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 164,672. Filing ↗machine: span 797528–797535 |
| 10 | Section 08, Anthony Raab | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 10,000. Filing ↗machine: span 792133–792139 |
| 11 | Section 08, Brian Hansen | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Francine R. Kaufman | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 08, Timothy T. Goodnow | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 08, Koichiro Sato | DEF 14A | 2026-04-09 | 0001104659-26-041541 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 06, 2026 vote | Form 8-K | 2026-05-20 | 0001104659-26-064540 | Item 5.07 · say-on-pay result. As reported: 81.32% (votes for as printed: 10,358,401). Filing ↗ |
| 16 | Section 06, 2024 vote | Form 8-K | 2024-05-22 | 0001104659-24-064335 | Item 5.07 · say-on-pay result. As reported: 71.59% (votes for as printed: 61,654,275). Filing ↗ |
| 17 | Section 06, 2023 vote | Form 8-K | 2023-05-23 | 0001104659-23-063617 | Item 5.07 · say-on-pay result. As reported: 79.33% (votes for as printed: 84,135,004). Filing ↗ |
| 18 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 19 | Section 09b board cost (computed) | Computed | — | — | Cash 383,500 + equity 709,032 + all other 0 = 1,092,532, summed across the director compensation table rows.machine: formula: Σ = 1,092,532 |
| 20 | Senseonics Holdings (subject), Section 10b CEO total | DEF 14A | 2026-04-09 | 0001104659-26-041541 | CEO total compensation as printed in Senseonics Holdings's own proxy. As printed: 3,347,959. Filing ↗machine: r1 · c47 · span 527980–527989 |
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