Not independent
Tenure on this board
18.2 yrs
2 nominees · 3 ballot items.
Three proposals: (1) election of two director nominees to the Board, (2) ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026, and (3) an advisory (non-binding) 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Elect two Board-nominated directors (Jeffrey W. Dunn and John G. Freund, M.D.) to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as SI‑BONE’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Item 402 of Regulation S-K).
This proposal asks stockholders to cast a non-binding advisory vote to approve the company’s named executive officer compensation as disclosed in the proxy (a standard 'say-on-pay' proposal). Management is seeking shareholder approval to affirm its compensation philosophy and pay decisions, which emphasize pay-for-performance through a mix of base salary, annual cash incentives tied to financial and operational metrics, time‑vested RSUs, and performance-based PSUs (including new Financial PSUs for the CEO tied to Revenue Growth and Adjusted EBITDA and relative TSR PSUs). The proxy highlights material 2025 outcomes—~20% revenue growth, positive Adjusted EBITDA of $8.9 million, and the introduction of Financial PSUs—linking higher performance payouts to the achievement of those metrics, and discloses target and realized compensation for named executives. The Board recommends a vote in favor on the basis that the program aligns management’s incentives with long‑term stockholder value, incorporates stockholder feedback (including increased emphasis on financial metrics), and uses multi-year vesting and performance measures to promote retention and sustained performance. The vote is advisory and non-binding; nevertheless, the Board and the Compensation Committee state they will consider the vote results in future compensation decisions. The proxy also notes strong prior support (approximately 98.3% approval in 2025) and active stockholder engagement during 2025, which the Compensation Committee cites as validation of its approach and as informing recent program changes. Potential governance considerations include the balance between TSR-based rewards and internal financial metrics, the concentration of realized pay in equity awards (which depend on market performance), and the presence of severance/change-in-control protections; analysts should weigh whether these design features sufficiently mitigate risk and align pay with sustained value creation. In summary, the Board frames the proposal as a confirmation of a pay structure it believes to be competitive, retention‑oriented, and increasingly tied to measurable financial and market performance, while reserving the right to adjust programs in response to stockholder feedback and future performance outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Light Asset Management, LLC | 12.1% | 5,353,190 | $68M |
| 2 | AMERICAN CENTURY COMPANIES INC | 5.7% | 2,509,065 | $32M |
| 3 | BROWN ADVISORY INC | 4.6% | 2,024,082 | $26M |
| 4 | CADIAN CAPITAL MANAGEMENT, LP | 4.3% | 1,887,472 | $24M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,764,313 | $22M |
| 6 | Granahan Investment Management, LLC | 3.9% | 1,739,097 | $22M |
| 7 | BlackRock, Inc. | 3.7% | 1,630,107 | $21M |
| 8 | Impax Asset Management Group plc | 3.2% | 1,425,010 | $18M |
| 9 | BlackRock, Inc. | 2.9% | 1,276,115 | $16M |
| 10 | SILVERCREST ASSET MANAGEMENT GROUP LLC | 2.8% | 1,244,584 | $16M |
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