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

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Filed by a Party other than the Registrant ☐

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1213 Innsbruck Drive

Sunnyvale, California 94089

FROM OUR CHAIR OF THE BOARD AND CEO

April 26, 2024

Dear Stockholders:

Together with our board of directors and the management team at Silk Road Medical, we are pleased to invite you to our 2024 Annual Meeting of Stockholders, which will be held at our Plymouth, Minnesota offices located at 14755 27^th Avenue North, Plymouth, Minnesota 55447, at 4:30 p.m. Central Time, on Tuesday, June 18, 2024.

At the meeting, stockholders will be asked to consider and vote upon the following proposals: (1) to elect eight directors to serve for the ensuing year as members of the board of directors of Silk Road Medical; (2) to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) to approve, on an advisory basis, our executive compensation; and (4) to transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof. The accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement describe these matters in more detail. We urge you to read this information carefully.

Our board of directors recommends a vote: “FOR” each of the eight nominees for director named in the proxy statement and “FOR” the approval of the other proposals being submitted to a vote of stockholders.

Voting your shares of Silk Road Medical common stock is easily achieved without the need to attend the Annual Meeting in person. Regardless of the number of shares you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to vote your shares via the Internet, by mobile device or telephone, or by promptly marking, dating, signing, and returning the proxy card. Voting over the Internet, by telephone, or by written proxy will ensure that your shares are represented at the Annual Meeting.

On behalf of our board of directors, we thank you for your participation, investment and continued support.

Sincerely,

1213 Innsbruck Drive

Sunnyvale, California 94089

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

The 2024 Annual Meeting of Stockholders of Silk Road Medical, Inc., a Delaware corporation, will be held on Tuesday, June 18, 2024, at 4:30 p.m. Central Time at our Plymouth, Minnesota offices located at 14755 27^th Avenue North, Plymouth, Minnesota 55447 for the following purposes:

1.To elect eight directors to serve as members of the board of directors of Silk Road Medical until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the proxy statement for election to the board of directors are: Jack W. Lasersohn, Chas S. McKhann, Rick D. Anderson, Kevin J. Ballinger, Tanisha V. Carino, Ph.D., Tony M. Chou, M.D., Elizabeth H. Weatherman and Donald J. Zurbay;

2.To approve, on an advisory basis, our executive compensation;

3.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024; and

4.To transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof.

The proxy statement accompanying this Notice describes each of these items of business in detail.

Only holders of record of our common stock at the close of business on April 22, 2024 are entitled to notice of, to attend, and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A list of such stockholders will be available for inspection, for any purpose germane to the Annual Meeting, at our principal executive offices during regular business hours for a period of no less than 10 days prior to the Annual Meeting.

To ensure your representation at the Annual Meeting, you are urged to vote your shares of Silk Road Medical common stock via the Internet, by mobile device or telephone, or by promptly marking, dating, signing, and returning the proxy card. If your shares of Silk Road Medical common stock are held by a bank, broker, or other agent, please follow the instructions from your bank, broker, or other agent to have your shares voted.

Sunnyvale, California

April 26, 2024

CONTENTS

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References in this proxy statement to:

“Silk Road Medical,” “Silk Road,” “we,” “us,” “our,” or the “Company” refer to Silk Road Medical, Inc.;

“Board of directors” or “board” refer to the board of directors of Silk Road Medical;

“Annual Meeting” refer to our 2024 Annual Meeting of Stockholders; and

“2023 Annual Report” or “2023 Annual Report to Stockholders” refer to our Annual Report to Stockholders for 2023, including our Annual Report on Form 10-K for the year ended December 31, 2023, being made available together with this proxy statement.

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.

“Silk Road Medical,” the “Silk Road Medical” logo, “TCAR,” “ENROUTE,” the “ENROUTE” logo, “ENHANCE,” “Enflate” and our other registered or common law trade names, trademarks or service marks appearing in this proxy statement are our property. Trade names, trademarks and service marks of other companies appearing in this proxy statement are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies unless otherwise stated. Solely for convenience, the trademarks and trade names referred to in this proxy statement appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and trade names.

We intend to make this proxy statement and our 2023 Annual Report available on the Internet and to commence mailing of the notice to all stockholders entitled to vote at the Annual Meeting beginning on or about April 26, 2024. 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 2024 Annual Meeting of Stockholders.

PROXY STATEMENT SUMMARY

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We are a medical device company focused on reducing the risk of stroke and its devastating impact. We believe a key to stroke prevention is minimally-invasive and technologically advanced intervention to safely and effectively treat carotid artery disease, one of the leading causes of stroke. Our business is focused on a relatively new approach for the treatment of carotid artery disease called transcarotid artery revascularization, or TCAR, which we seek to establish as the standard of care.

TCAR relies on two novel concepts – minimally-invasive direct carotid access in the neck and high-rate blood flow reversal during the procedure to protect the brain – and combines novel endovascular techniques with fundamental surgical principles. TCAR using our portfolio of products has been clinically demonstrated to reduce the upfront morbidity and mortality risks commonly associated with carotid endarterectomy while maintaining a reduction in long-term stroke risk. As of December 31, 2023, more than 85,000 TCAR procedures have been performed globally, including more than 25,000 in the United States during 2023.

Our products include the following five single-use components:

We recently launched our next generation neuroprotection system, the ENROUTE Transcarotid Neuroprotection System PLUS, or ENROUTE NPS PLUS, which is designed to support additional ease-of-use and further minimize the risk for complications, and in first quarter of 2024, we launched tapered configurations of our ENROUTE Transcarotid Stent System.

Highlights of our 2023 and recent achievements include:

FINANCIAL

OPERATIONAL

STRATEGIC

*See Appendix A for a reconciliation of non-GAAP financial measures to most comparable measures under U.S. GAAP

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We are committed to a robust and proactive stockholder engagement program. Our board of directors values the perspectives of our stockholders, and feedback from stockholders on our business, corporate governance, executive compensation, and environmental, social and governance (ESG) practices are important considerations for our board of directors discussions throughout the year.

During 2023, and in particular, following our 2023 annual meeting of stockholders, and in early 2024, our executives reached out to all of our top 25 stockholders and held meetings or otherwise engaged with nearly all of them. One or more members of our senior management (including our chief executive officer, chief financial officer and/or chief legal officer) and board of directors, including our compensation committee chair, participated in these meetings. Through these exchanges, we gained greater appreciation for our stockholders’ views on our governance and executive compensation practices in particular. We reviewed this feedback with our compensation committee, nominating and corporate governance committee and our entire board of directors.

Stockholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation programs and disclosures, and we remain open to additional stockholder feedback. Some of the actions we have taken in response to stockholder feedback during the past couple of years, and in particular, compensation-related actions in response to our failed say-on-pay vote last year, include:

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We believe it is important to have a balanced and diverse board of directors and we are committed to building and maintaining director diversity with members who bring a range of expertise, perspectives, experiences and personal characteristics pertaining to, among other factors, gender, race, ethnicity, age and tenure. The following describes the current diversity, age and tenure of our board of directors:

Our board of directors seeks to ensure that the board is composed of members whose particular expertise, experience, qualifications, attributes, and skills, when taken together, will allow our board of directors to satisfy its oversight responsibilities effectively. To this end, the nominating and corporate governance committee recently approved the use of a board composition matrix which identifies the professional experience and skill sets represented on the current board of directors and compares them to the skill sets that the nominating and corporate governance committee believes is important to have represented among the directors at any given time in light of the Company’s current business, strategy, risks and opportunities. Any gaps become focus areas for director search efforts.

The following are some of the key qualifications, skills, and experiences of our board of directors:

The members of our board of directors have a diversity of experience and a wide variety of backgrounds, skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of our stockholders. The matrix above does not encompass all of the knowledge, skills and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. However, a mark indicates a specific area of focus or expertise that the director brings to our board of directors. The determination of which particular knowledge, skill or experience is an area of focus or expertise for a director is based on their prior business and industry experience, training and background. More information on each director’s qualifications and background can be found in their director biographies. We regularly review the attributes required of board members in order to better facilitate our long-term goals and operational performance, enhance our corporate culture and promote diversity and inclusiveness at our Company.

Below are the directors nominated for election by stockholders at the Annual Meeting for a one-year term. Our board of directors recommends a vote “FOR” each of these nominees.

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Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our stockholders.

The executive officers named in our Summary Compensation Table for 2023 are our current Chief Executive Officer (CEO); former CEO; Chief Operating Officer and Chief Financial Officer; Chief Commercial Officer (CCO); Executive Vice President, Chief Legal Officer and Secretary; and Executive Vice President of Regulatory and Clinical Affairs and Quality Assurance. We refer to these officers as our named executive officers, or NEOs.

2023 compensation actions and incentive plan outcomes based on performance are summarized below, with more detail provided in the Compensation Discussion and Analysis section:

We anticipate that our 2025 Annual Meeting of Stockholders will be held on or around Tuesday, June 17, 2025. The following are important dates in connection with our 2025 Annual Meeting of Stockholders.

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OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES

We are dedicated to the prevention of stroke and to the health and well-being of people with carotid artery disease by providing innovative solutions, safe treatments, and quality technology. We believe our commitment to pursuing life changing patient outcomes can be achieved in parallel with and in furtherance of the environmental, social and governance initiatives of our Company and the long-term interests of our stockholders. Accordingly, our board of directors and management are committed to building environmental sustainability, social responsibility, and effective corporate governance throughout our business. The nominating and corporate governance committee of our board of directors provides oversight of ESG matters and significant issues of corporate public responsibility.

We’ve focused our approach to integrating our ESG commitments throughout our business on several topics identified by stakeholders and by the industry-specific standards established by the Sustainability Accounting Standards Board (SASB) for the Medical Equipment and Supplies Industry. While we are not a SASB reporting company, the SASB standards provide well-recognized, industry-specific guidance on sustainability risks and opportunities. SASB reporting topics are also aligned with the recommendations from the Task Force on Climate-related Financial Disclosures.

ENVIRONMENTAL COMMITMENTS: We are committed to operating in an environmentally responsible manner to reduce our impact on climate change, conserve natural resources and operate in compliance with environmental regulations.

SOCIAL COMMITMENTS: We are committed to being a socially responsible employer by fostering an environment of diversity and inclusion across our business, operating ethically and supporting our local communities.

GOVERNANCE COMMITMENTS: We are committed to building a culture dedicated to ethical business behavior and responsible corporate activity. This extends to selection of business partners who share our commitment to employee health & safety, human rights, and environmental stewardship. We believe strong corporate governance through board and management teams that are engaged in ESG topics is the foundation to our long-term growth and success.

As a medical device company, we are committed to transforming and improving the lives of patients and the health care providers who use our products. We are equally committed to improving the lives of our dedicated employees, the communities they live and work in, and running our business in an ethical, compliant, and environmentally and socially responsible manner.

Below are some of our ESG focus areas and highlights:

Our board of directors believes environmental stewardship and social responsibility are important elements in driving long-term, organizational success. Our 2024 Corporate Responsibility Report provides further details on our ESG initiatives and commitments. The report is posted on the Corporate Governance page on our website.

Please note that nothing contained on or accessible through our website, including our Corporate Responsibility Report or sections thereof, shall be deemed incorporated by reference into this proxy statement.

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CORPORATE GOVERNANCE

We maintain several corporate governance best practices, which are designed to promote actions that benefit our stockholders and create a framework for our decision-making.

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Our board of directors is elected by the stockholders to oversee their interests in the long-term health, financial strength, and overall success of our business. Our board of directors serves as the ultimate decision-making body of the Company, except for those matters reserved for or shared with the stockholders. Our board of directors oversees our governance practices, the proper safeguarding of our assets, the maintenance of appropriate financial and other internal controls, and our compliance with applicable laws and regulations. Our board of directors selects our Chief Executive Officer and oversees the members of our senior management, who are charged by our board of directors with conducting our business.

Our board of directors oversees our strategic direction and business activities. At the beginning of each year, our board of directors approves an annual operating plan against which our performance is measured throughout the year. In addition, each year, our board of directors also holds strategy sessions during which our long-term business strategy is discussed.

Risk is inherent with every business and we face a number of risks, including strategic, financial (accounting, credit, interest rate, liquidity, and tax), business and operational, cybersecurity, competitive, political, regulatory, legal and compliance, and reputational risks.

Our management is responsible for the day-to-day management of risks our Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. Our board of directors oversees risks through the establishment of policies and procedures that are designed to guide our daily operations in a manner consistent with applicable laws, regulations, and risks acceptable to us. Our CEO is a member of our board of directors and regularly attends board meetings and discusses with our board of directors the strategies and risks facing our Company. Our board of directors believes that open communication between

management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our CEO and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deem appropriate. During 2023, our management, together with an independent third party advisor, conducted a comprehensive enterprise risk assessment of our business and Company and reported the results of this assessment to our board of directors.

While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk as described below. In addition, our board of directors reviews strategic and operational quality, regulatory, quality and compliance risks in the context of reports from the management team, receives reports on all significant committee activities, and evaluates the risks inherent in significant transactions. Finally, with respect to other risks that arise from time to time, our board of directors oversees those as well.

CYBERSECURITY

Our cybersecurity team is comprised of individuals with experience in cybersecurity who hold cybersecurity-specific credentials and certifications. The team members belong to relevant professional organizations and receive continuing education and certification to stay abreast of emerging trends and cybersecurity best practices. We have established a Technology Steering Committee, or TSC, containing members of our senior management team to provide governance and strategic direction for managing cyber risks, maintaining IT regulatory compliance, and optimizing technology initiatives for alignment with our Company goals and objectives. The TSC convenes quarterly, and meetings include updates on cybersecurity matters provided by the cybersecurity leader.

We also engage with a range of external experts, including cybersecurity assessors, consultants, auditors, and legal counsel in evaluating and testing our risk management systems. This enables us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain current.

Our board of directors has delegated to the audit committee, which is comprised of entirely independent directors, the responsibility to oversee our cybersecurity programs and cyber-related risks. Specifically, audit committee delegation under its formal written charter includes the responsibility to oversee the integrity of our IT systems, processes and data, and review and assessment with management (i) the adequacy of controls and security for our IT systems, processes and data, and (ii) our contingency plans in the event of a breakdown or security breach affecting our IT systems. Our full board of directors also reviews cybersecurity from time to time as well.

The cybersecurity team reports to our Chief Accounting Officer, which in turn reports to our Chief Operating Officer and Chief Financial Officer. Both officers regularly attend audit committee meetings where cybersecurity is discussed and the audit committee is updated on security risks and key initiatives at least twice per

year by the senior management team. The TSC is responsible for providing cybersecurity risk management oversight and approving the budget to fund our IT and cybersecurity programs. An important purpose of these management updates is to inform the audit committee of any potential risks and remediation tactics related to our cybersecurity posture, IT systems, and data privacy.

To date, we have not experienced any material security incidents or data breaches as a result of a compromise of our information systems and are not aware of any cybersecurity incidents that have had a material impact or are reasonably likely to materially affect our business strategy, operating results, or financial condition.

HUMAN CAPITAL AND CULTURE

Our board of directors is actively engaged in overseeing our people and culture strategy. The compensation committee reviews and reports back to the board of directors on a broad range of human capital management topics, including talent management; leadership development; retention; culture; employee engagement; employee education and training; diversity and inclusion initiatives; and equality and fairness.

ESG

While our board of directors is ultimately responsible for oversight of our ESG initiatives, each of our board committees has been delegated certain ESG responsibilities. Our nominating and corporate governance committee has been delegated responsibility for oversight of our practices with respect to ESG matters, in general, and significant issues of corporate public responsibility. Our nominating and corporate governance committee also has oversight over the adequacy and effectiveness of our compliance practices generally and our policies and procedures for ensuring compliance with legal, regulatory and quality systems requirements and ethical programs and policies as established by management and our board, including without limitation our code of business conduct and ethics, other aspects of our corporate compliance program and any other similar code of conduct or policy as adopted from time to time by the Company. Our compensation committee has oversight of our culture and policies and strategies related to human capital management, including diversity and inclusion initiatives, pay equity, talent, recruitment and development, performance management and employee engagement. Our audit committee in addition to our nominating and corporate governance committee has oversight over legal and regulatory compliance, especially those matters that may have a material impact on our financial statements or compliance procedures, or are required to be disclosed in our Securities and Exchange Commission, or SEC, reports.

LEGAL COMPLIANCE, REGULATORY AND QUALITY

Our board of directors is actively engaged in overseeing legal compliance, regulatory and quality. The nominating and corporate governance committee receives updates from our legal and regulatory compliance officer and Vice President, Quality at each regular meeting.

Our board of directors recognizes that one of its most important responsibilities is to ensure excellence and continuity in our senior leadership by evaluating our Chief Executive Officer, overseeing the development of executive talent, and planning for the effective succession of our CEO and the other members of our management team. This responsibility is reflected in our corporate governance guidelines.

Our corporate governance guidelines provide that our board of directors, acting through the compensation committee, should evaluate annually the performance of our CEO and that such evaluation may be based on objective criteria, including performance of the Company, accomplishment of long-term strategic objectives and development of management. The evaluation may solicit the views of our independent directors. With respect to succession planning, our corporate governance guidelines provide that our board of directors should plan for the succession to the position of the CEO, including plans regarding succession in the event of an emergency or the retirement of the CEO.

In addition, the charter of the nominating and corporate governance committee requires that committee to assist our board of directors by reviewing and discussing with the board our management succession planning process for our CEO and other senior executives, report its findings and recommendations to the board, and assisting the board in evaluating potential successors to the CEO or other members of our executive management team.

To assist our nominating and corporate governance committee and board of directors, the CEO and/or the Vice President, Human Resources prepare and distribute materials, including recommendations and evaluations of potential successors. Our CEO provides an annual succession planning report to the nominating and corporate governance committee, which summarizes the overall composition of our senior leadership team, including their professional qualifications, tenure, and work experience. The report also identifies internal members of the senior leadership team who are viewed as potential successors to the CEO and other senior leadership team.

Succession planning is also regularly discussed in executive sessions of our board of directors. Our directors become familiar with internal potential successors for key leadership positions through various means, including the annual succession planning report and board of directors and committee meetings, and less formal interactions throughout the course of the year. With respect to management development, our board of directors and compensation committee work with our CEO to evaluate our management and talent development plans for senior executives and other key employees.

Our Recent CEO Transition

In November 2023, we hired a new CEO to succeed Erica J. Rogers, our former CEO who retired after having served as our CEO for over 11 years and who notified us of her decision to retire in October 2023 after having first raised the topic of a potential retirement with our board of directors in July 2023. To plan for a possible retirement of our then CEO, the board of directors immediately engaged Spencer Stuart, a leading global search firm, to assist the board of directors in a nationwide search, which included a diverse pool of both external and internal candidates. The nominating and corporate governance committee spearheaded this effort, working closely with Spencer Stuart and regularly reporting its findings and recommendations to the full board of directors. From August 2023 to November 2023, the nominating and corporate governance committee held 11 formal meetings, as well as several informal meetings, to discuss CEO succession planning. Almost all of the directors (even those directors not on the nominating and corporate governance committee) attended nearly all of these 11 meetings. As part of the succession planning process, the nominating and corporate governance committee identified the top skills and qualities that would be important for our next CEO, and also relied on third-party leadership assessments to ensure that any candidates would be a strong fit for the Company. Each member of the nominating and corporate governance committee met with each of the final potential CEO candidates and all members of our board of directors were also invited to do so. After an exhaustive and comprehensive search, our board of directors, upon recommendation of the nominating and corporate governance committee, appointed Chas S. McKhann as our new CEO effective November 2, 2023.

Our common stock is listed on The Nasdaq Global Select Market. Under the rules of The Nasdaq Stock Market, independent directors must comprise a majority of our board of directors. Under Nasdaq Listing Rule 5605(a)(2), a director will qualify as an “independent director” only if, in the opinion of our 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 has reviewed the independence of each director and determined that Drs. Carino and Chou, Messrs. Anderson, Ballinger, Lasersohn, and Zurbay, and Ms. Weatherman, representing seven of our eight directors, are independent directors under the rules of The Nasdaq Stock Market. Our board of directors reviews the independence of each director at least annually. During these reviews, the board of directors considers transactions and relationships between each director, and such director’s immediate family and affiliates, and our Company and our management to determine whether any such transactions or relationships are inconsistent with a determination that the director is independent. This review is based primarily on responses of the directors to questions in a written questionnaire regarding employment, business, familial, compensation and other relationships with our Company, including our management.

The rules of The Nasdaq Stock Market also require that all members of our three standing board committees must be independent directors and that, subject to specified exceptions, members of our audit committee and compensation committee are subject to additional, more stringent independence requirements and, in the case of our audit committee, other qualification requirements. Under Nasdaq Listing Rule 5605(c)(2), each audit committee member must meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (Exchange Act) (subject to certain exemptions), must not have participated in the preparation of our financial statements at any time during the past three years, and must be able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. Additionally, at least one member of our audit committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Under the more stringent criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act, a member of our audit committee may not, other than in such director’s capacity as a member of the audit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Members of our compensation committee must satisfy additional independence requirements set forth in Nasdaq Listing Rule 5605(d)(2). In order to be considered independent for the purpose of Nasdaq Listing Rule 5605(d)(2), a member of our compensation committee may not, other than in such director’s capacity as a member of the compensation committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from us. Additionally, our board of directors must consider whether the compensation committee member is an affiliated person of our Company and, if so, must determine whether such affiliation would impair the director’s judgment as a member of the compensation committee.

We are in compliance with all of these Nasdaq Listing Rules.

Our independent directors regularly meet in executive sessions without management to consider such matters as they deem appropriate, such as reviewing the performance of management. Executive sessions of our independent directors are typically held in conjunction with regularly scheduled board of directors and committee meetings.
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Our governance framework provides our board of directors with the flexibility to select the appropriate leadership structure for the Company. Our current leadership structure is comprised of an independent chair of the board, a CEO, board committees led by independent directors, and active engagement by all directors. We believe that independent and effective oversight of our business and affairs is maintained through the composition of our board of directors and the leadership of our independent directors and the committees. Our board of directors consists of a majority of independent directors, and the committees of our board of directors are composed entirely of independent directors. Our board of directors has determined that this current leadership structure is appropriate and in the best interests of our Company and stockholders at this time. In making determinations about the leadership structure, our board of directors considers many factors, including the specific needs of our business, what is in the best interests of our stockholders and feedback from our stockholder engagement efforts.

Our corporate governance guidelines do not require the separation of the offices of the chair of the board and the CEO, and our board of directors is free to choose its chair in any way it deems best for our Company at any given point in time. Our board of directors elects its chair on an annual basis. We believe it is important that our board of directors retain flexibility to determine whether these roles should be separate or combined based upon an assessment by our board of directors of our needs and our leadership at a given point in time. These roles are currently filled by separate individuals. Jack W. Lasersohn, an independent director, is non-executive chair of the board and Chas S. McKhann is our CEO. Our board of directors believes that the separation of the offices of the chair of the board and CEO is appropriate at this time because it allows our CEO to focus primarily on our business strategy, operations and corporate vision. Our board of directors believes that this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by our independent directors.

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We currently have three standing committees of our board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee. Our board of directors may establish other board committees as it deems necessary or appropriate from time to time.

Each board committee charter authorizes the committee to retain independent advisors as it deems necessary to carry out its responsibilities. Each board committee reviews and evaluates, at least annually, the performance of the committee, including compliance with its formal written charter.

Below are our directors and their current committee memberships.

Our board of directors held 12 meetings (including regularly scheduled and special meetings) during 2023. All directors attended at least 75% of the combined total of (i) all board of directors meetings and (ii) all meetings of committees of the board of directors of which the director was a member during 2023.

Under our corporate governance guidelines, each director is strongly encouraged, but not required, to attend either in person, by telephone or by videoconference each annual meeting of stockholders. All directors serving at the time of our 2023 Annual Meeting of Stockholders held on June 21, 2023 attended the meeting.

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Our board of directors, including in particular the nominating and corporate governance committee, oversees board succession planning. To this end, at least once a year, in connection with the annual director nomination process, the nominating and corporate governance committee evaluates each existing director’s performance, relative strengths and weaknesses, and future plans, including any personal retirement objectives. As part of that evaluation, the nominating and corporate governance committee also identifies areas of overall strength and weakness with respect to the composition of our board of directors and considers whether the board as a whole possesses core competencies in the areas of accounting and finance, industry knowledge, management experience, sales and marketing, strategic planning, executive compensation, and corporate governance, among other areas. Our board of directors seeks to ensure that the board is composed of members whose particular expertise, experience, qualifications, attributes, and skills, when taken together, will allow our board of directors to satisfy its oversight responsibilities effectively. To this end, the nominating and corporate governance committee recently approved the use of a board composition matrix which identifies the professional experience and skill sets represented on the current board of directors and compares them to the skill sets that the nominating and corporate governance committee believes is important to have represented among the directors at any given time in light of the Company’s current business, strategy, risks and opportunities. Any gaps become focus areas for director search efforts.

New directors are approved by the board of directors, upon recommendation by the nominating and corporate governance committee, if added to the board in between annual meetings of stockholders, or elected by stockholders at an annual meeting of stockholders after review and nomination by the board of directors, upon recommendation of the nominating and corporate governance committee.

The nominating and corporate governance committee will consider director candidates recommended to it by our stockholders. Those candidates must be qualified and exhibit the experience and expertise required of the board’s own pool of candidates, as well as have an interest in our business, and demonstrate the ability to attend and prepare for board, board committee, and stockholder meetings. Any candidate must state in advance such director’s willingness and interest in serving on the board. Candidates should represent the interests of all stockholders and not those of a special interest group. The nominating and corporate governance committee will evaluate candidates recommended by stockholders using the same criteria it uses to evaluate candidates recommended by others as described above. A stockholder that desires to nominate a person for election to the board of directors at a meeting of stockholders must follow the specified advance notice requirements contained in, and provide the specific information required by, our amended and restated bylaws, as described under “Other Matters—Stockholder Proposals and Director Nominations for 2025 Annual Meeting of Stockholders” later in this proxy statement, and any applicable SEC or other laws, rules and regulations.
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We believe it is important to have a balanced and diverse board of directors and we are committed to building and maintaining director diversity with members who bring a range of expertise, perspectives, experiences, and personal characteristics pertaining to, among other factors, age, race, gender and ethnicity. Our board of directors is currently comprised of eight directors, including two female directors and two directors who self-identify as an underrepresented minority.

The table below provides certain highlights of the composition of our board members. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Listing Rule 5605(f).

In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our board of directors, as well as diversity in age and tenure.

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Our Support of Nominating and Corporate Governance Committee Chair Despite Lack of 30% Gender Diversity

Of our eight directors, two are female, resulting in our board of directors being 25% gender diverse. The proxy voting guideline for one of the major proxy advisory firms is to recommend against the chair of the nominating committee of all boards of directors of Russell 3000 index companies that are not comprised of at least 30% gender diverse directors. This rigid guideline applies regardless of the size of a company’s board of directors or the qualifications of the chair. We disagree with this one-size fits-all guideline.

Diversity is an important consideration in our director nomination process and our board of directors believes that individuals of broad diversity can contribute different perspectives while collaborating to further our strategy and mission. That being said, our board of directors viewed it as not a strategic imperative to add an additional gender diverse director to our board of directors concurrent with the 2024 Annual Meeting of Stockholders simply to comply with this 30% gender diverse guideline. We encourage our stockholders to support the re-election of Elizabeth H. Weatherman, the chair of our nominating and corporate governance committee, despite not attaining this 30% gender diverse guideline.

Our board of directors has adopted corporate governance guidelines covering, among other things, the duties and responsibilities of, and independence standards applicable to, our directors and board committee structures and responsibilities. Among the topics addressed in our corporate governance guidelines are:

Our board of directors, upon recommendation of the nominating and corporate governance committee, reviews annually and updates the corporate governance guidelines as it deems necessary and appropriate. The corporate governance guidelines are available in the “Investors—Corporate Governance—Governance Documents” section of our website located at www.silkroadmed.com.

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Recognizing the substantial time commitments attendant to directorship, our corporate governance guidelines provide for an overboarding policy which limits the number of public company boards on which our directors may serve. The overboarding limit depends upon whether a director is an executive officer of a public company. In addition, service on other boards and/or committees must be consistent with our conflict of interest policy.

Prior to the nomination by our board of directors of our eight current directors as director nominees for the Annual Meeting, our board of directors evaluated and believes that each of our directors has proven the ability to commit sufficient time and capacity to board of director duties and to otherwise fulfill the responsibilities required of directors. Such demonstration is evidenced by board of directors and board committee meeting attendance records and preparation, contribution to board discussions and decision-making, and engagement with other members of the board of directors and management. Additionally, all of our directors are in compliance with our overboarding policy, as described above.

Our Position in Response to Donald J. Zurbay Being Considered Overboarded Under Certain Other Overboarding Policies

Our board of directors recognizes that a major proxy advisory firm and certain institutional stockholders have raised questions about the public company commitments of Donald J. Zurbay, who is one of our non-employee directors and serves as chair of our audit committee. Mr. Zurbay is currently Chief Executive Officer of Patterson Companies, Inc., a publicly traded global medical device company, and serves on a total of three public company boards—specifically, those of Patterson Companies, Sight Sciences, Inc. and Silk Road Medical. While Mr. Zurbay is in compliance with our overboarding policy which limits directors who serve as an executive officer of a public company to three public company boards, we recognize that he is not in compliance with the overboarding policies of a major proxy advisory firm and certain institutional stockholders.

After thorough consideration and assessment of Mr. Zurbay’s performance as a non-employee director, as well as chair of our audit committee, our board of directors unanimously recommends the re-election of Mr. Zurbay at the Annual Meeting and his continuation in his current leadership audit committee chair role. Since joining our board of directors in 2018, Mr. Zurbay has been highly engaged, attending 100% of the board meetings and 100% of the audit committee meetings during 2023. In addition to the board and audit committee meetings, Mr. Zurbay attended 17 compensation and nominating and corporate governance committee meetings during 2023. Mr. Zurbay is a fully active participant in our board and board committee meetings and deliberations and is readily available for consultation with management and the other independent directors as necessary. The results of our 2023 audit committee evaluation process reflect agreement that Mr. Zurbay is an effective leader of the audit committee. Accordingly, our board of directors strongly believes that Mr. Zurbay has demonstrated, and will continue to demonstrate, his ability to devote the sufficient time and capacity needed to carry out his board duties effectively. Our board of directors intends to actively evaluate Mr. Zurbay’s performance, and, should he be unwilling or unable to continue to maintain the level of engagement necessary to fulfill his responsibilities to Silk Road Medical, the board of directors will reconsider its decision.

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Our board of directors recognizes that a thorough evaluation process is an important element of corporate governance and enhances the effectiveness of our full board of directors and each board committee. In 2022, we conducted a board of directors self-evaluation, and in 2023, expanded the self-evaluation to also include our board committees. Going forward, we intend to conduct annual board of directors and committee self-evaluations. The primary objectives of our evaluation process are to:

improve board of director and board committee effectiveness by eliciting candid and constructive feedback regarding the board of directors and board committees on issues that are important to the board members in a manner that preserves confidentiality;

develop board-approved action items to address any issues or suggestions raised during the evaluation process, create a timeline for addressing each issue or suggestion, and follow-up periodically on the progress of addressing each issue or suggestion for the purpose of improving board and board committee effectiveness.

The nominating and corporate governance committee oversees the evaluation process. Evaluations include a variety of statements to which directors assign a score of agreement or disagreement. Additional feedback from directors is sought as well. The evaluation results are then aggregated on an anonymized basis and shared with and discussed by the full board of directors and each board committee. After such discussion, any action items are agreed upon and implemented.

Our board of directors has adopted a code of business conduct and ethics that applies to our officers, directors, and employees, which is reviewed on an annual basis. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote the following:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

full, fair, accurate, timely, and understandable disclosure in our communications with and reports to our stockholders, including reports filed with the SEC, and other public communications;

compliance with applicable governmental laws, rules, and regulations;

prompt internal reporting of violations of the code to appropriate persons identified in the code; and

accountability for adherence to our code of business conduct and ethics.

Our code of business conduct and ethics does more than just codify rules of conduct―it is the very foundation by which we conduct business every day. The code of business conduct and ethics describes how we put our values into practice and provides guidance for our employees and all others who work on our behalf.

We have an open access policy, as well as confidentiality and non-retaliation policies for reporting individuals, signifying that employees are encouraged to discuss any related concerns with management or report concerns anonymously through an integrity helpline. Any waiver of our code of business conduct and ethics will be promptly disclosed as required by law and Nasdaq Listing Rules. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K and applicable Nasdaq Listing Rules regarding amendments to or waivers from any provision of our code of business conduct and ethics by posting such information in the “Investors—Corporate Governance—Governance Documents” section of our website located at www.silkroadmed.com.
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We maintain procedures to receive, retain, and treat complaints regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. A 24-hour, toll-free, confidential ethics hotline and a confidential web-based reporting tool are available for the submission of concerns regarding these and other matters by any employee. Concerns and questions received through these methods relating to accounting, internal accounting controls, or auditing matters are promptly brought to the attention of the chair of our audit committee and are handled in accordance with procedures established by the audit committee. Complete information regarding our complaint procedures is contained within our code of business conduct and ethics, which is described above and may be accessed on our website as noted above.

Our board of directors maintains a process for stockholders and interested parties to communicate with our board of directors. Stockholders and interested parties may contact our board of directors as provided below:

Our Corporate Secretary, in consultation with appropriate members of our board of directors as necessary, may review all incoming communications and, if appropriate, all such communications are forwarded to the appropriate member or members of our board of directors. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about the Company.

The charters of all three standing committees of our board of directors, corporate governance guidelines, code of business conduct and ethics and certain other policies are available in the “Investors—Corporate Governance—Governance Documents” section of our website located at www.silkroadmed.com. Our board of directors reviews each of these documents on an annual basis. Printed copies of any of these documents are available upon written request to Silk Road Medical, Inc., 14755 27th Avenue North, Plymouth, MN 55447, Attention: Corporate Secretary.

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EXECUTIVE OFFICERS

Below is information regarding our current executive officers as of April 15, 2024. There are no family relationships among any of our executive officers or directors.

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PROPOSAL NO. 1:
‎ELECTION OF DIRECTORS

Our amended and restated bylaws provide that our board of directors shall consist of one or more members, with the number to be determined from time to time by our board of directors. Our board of directors has fixed the number of directors at eight, and we currently have eight directors serving on our board of directors.

Effective at the Annual Meeting, our board of directors will no longer be staggered and going forward each director will hold office for a term of one year or until such director’s successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification, or removal.

Our board of directors currently consists of the following eight members, all of whom have been nominated by our board of directors as director nominees for election at the Annual Meeting:

Our board of directors nominated each of our current eight directors named above for re-election at the Annual Meeting based upon the recommendation of the nominating and corporate governance committee. Our board of directors and the nominating and corporate governance committee believe that our current eight directors collectively have the expertise, experience, qualifications, attributes, and skills to effectively oversee the management of Silk Road Medical, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing Silk Road Medical, a willingness to devote the necessary time to board of directors duties, a commitment to representing the best interests of Silk Road Medical and our stockholders, and a dedication to enhancing stockholder value. Seven of our eight directors are independent within the meaning of The Nasdaq Listing Rules.

Each director elected at the Annual Meeting will serve a one-year term until our next annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Unless otherwise instructed, the proxy-holders will vote the proxies received by them for the eight nominees. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by our board of directors, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by our board of directors. Each nominee has agreed to serve if elected, and our board of directors has no reason to believe that any nominee will be unable to serve.

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Set forth below are the names, ages, and positions of our current directors and director nominees as of April 15, 2024, and biographical information for each nominee. Also below is a summary of the specific qualifications, attributes, skills, expertise and experiences that led our board of directors to conclude that each nominee should serve on our board of directors at this time. There are no family relationships among any of our directors or executive officers.

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Our board of directors unanimously recommends that our stockholders vote “FOR” the election of Jack W. Lasersohn, Chas S. McKhann, Rick D. Anderson, Kevin J. Ballinger, Tanisha V. Carino, Ph.D., Tony M. Chou, M.D., Elizabeth H. Weatherman and Donald J. Zurbay to serve as members of our board of directors until the next annual meeting of stockholders and until their successors are duly elected and qualified.

In making this recommendation, our board of directors recognizes that last year a major advisory firm recommended WITHHOLD votes against the election of each of Ms. Weatherman and Mr. Zurbay and certain institutional stockholders followed these recommendations. It is our understanding that Ms. Weatherman received a negative recommendation last year due to her position as chair of our nominating and corporate governance committee and the existence of supermajority provisions in our organizational documents, which we have not removed since we believe they provide us protection in the event of certain change in control events, and that Mr. Zurbay received a negative recommendation due to overboarding concerns. Despite these recommendations, our board of directors enthusiastically recommends that our stockholders vote “FOR” the election of these directors. For more information on our position in response to Mr. Zurbay being considered overboarded, see “Corporate Governance—Overboarding Policy—Our Position in Response to Donald J. Zurbay Being Considered Overboarded Under Certain Other Overboarding Policies.”

PROPOSAL NO. 2:
‎ADVISORY VOTE ON EXECUTIVE COMPENSATION

Our board of directors is providing our stockholders with an advisory vote on our executive compensation pursuant to the Dodd-Frank Wall Street Consumer Protection Act (Dodd-Frank Act) and Section 14A of the Exchange Act. This advisory vote, commonly known as a say-on-pay vote, is a non-binding vote on the compensation paid to our named executive officers as set forth in this proxy statement.

The result of last year’s say-on-pay vote yielded only 41% support for our executive compensation program. Since we received over 85% support on our say-on-pay vote in the two preceding years, we fully understand and appreciate the seriousness of this message from our stockholders and the need to be responsive.

Prior to and following last year’s annual meeting of stockholders, we undertook robust stockholder engagement efforts to solicit input regarding our compensation program and compensation-related disclosures, reaching out to all of our top 25 stockholders and holding meetings or otherwise engaging with nearly all of them. Our compensation committee values feedback from our stockholders and has been highly focused on better understanding the concerns and perspectives of our stockholders that led to the low level of support for last year’s say-on-pay vote. After listening to our stockholders’ opinions and concerns, we took several actions to respond to the feedback, as described under “Compensation Discussion and Analysis—Our Engagement and Responsiveness to 2023 SOP Vote.”

Best Practices

Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our stockholders.

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Our Pay Philosophy

We have designed our executive compensation program to reward our executives, including our named executive officers, at a level consistent with our overall strategic and financial performance and to provide remuneration sufficient to attract, retain, and motivate them to exert their best efforts in the highly competitive environments in which we operate. We believe that competitive compensation packages consisting of a combination of base salaries, annual bonus opportunities, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period enable us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executives with our performance and long-term value creation for our stockholders.

We encourage our stockholders to read our “Compensation Discussion and Analysis,” which describes our executive compensation program and decisions made by our compensation committee for 2023, as well as the accompanying executive compensation tables and narratives that provide detailed information on the compensation of our named executive officers. We believe that our executive compensation program is competitive, focused on pay for performance, and strongly aligned with the long-term interests of our stockholders. The compensation committee believes that executive compensation for 2023 was reasonable, appropriate, and the result of a carefully considered approach and reflecting input received from our stockholders and stockholder engagement efforts.

Our board of directors recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the following resolution:

RESOLVED, that our stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including in the “Compensation Discussion and Analysis,” the accompanying compensation tables and the corresponding narrative discussion and footnotes, and any related material disclosed in this proxy statement.

Stockholders are not voting to approve or disapprove the recommendation of our board of directors. As this is an advisory vote, the outcome of the vote is not binding on us with respect to future executive compensation decisions, including those relating to our named executive officers, or otherwise. Our compensation committee and board of directors expect to take into account the outcome of the vote when considering future executive compensation decisions.

Consistent with the results of the advisory vote on the frequency of the say-on-pay vote held at our 2021 Annual Meeting of Stockholders, our board of directors determined that we will conduct a say-on-pay vote on an annual basis. Accordingly, the next say-on-pay vote will occur at next year’s annual meeting of stockholders. The next frequency of say-on-pay vote will be held at our 2027 Annual Meeting of Stockholders since this vote must occur at least every six years and was most recently held at our 2021 Annual Meeting of Stockholders.

Our board of directors unanimously recommends that our stockholders vote “FOR” approval, on an advisory basis, of our executive compensation, or say-on-pay vote.

PROPOSAL NO. 3:
‎RATIFICATION OF APPOINTMENT OF
‎INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee appoints our independent registered public accounting firm, or independent auditor. In this regard, the audit committee evaluates the qualifications, performance, and independence of our independent auditor and determines whether to re-engage the current auditor. As part of its evaluation, the audit committee considers, among other factors:

the quality and efficiency of the services provided by the independent auditor, including the performance, technical expertise, and industry knowledge of the lead audit partner and the audit team assigned to our account;

the overall strength and reputation of the audit firm;

the auditor’s national capabilities relative to our business;

the auditor’s knowledge of our operations;

the quality and candor of the auditor’s communications with the audit committee and management;

the independence of the auditor;

external data on audit quality and performance, including recent PCAOB reports on the auditor and its peer firms; and

the auditor’s fees.

Upon consideration of these and other factors, the audit committee has appointed PricewaterhouseCoopers LLP (PwC) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. PwC has served as our independent auditor since 2013.

Stockholder ratification of the selection of PwC as our independent registered public accounting firm is not required by our amended and restated bylaws or otherwise. However, our board of directors is submitting the appointment of PwC to the stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the appointment, the audit committee will reconsider whether or not to retain PwC. Even if the selection is ratified by our stockholders, 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 the audit committee determines that such a change would be in the best interests of Silk Road Medical and our stockholders.

A representative of PwC is expected to be present at the Annual Meeting and will have an opportunity to make a statement if the PwC representative so desires and will be available to respond to appropriate questions.

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The audit committee is responsible for approving the audit and permissible non-audit services provided by our independent auditor and the associated fees.

The fees billed for professional services provided by PwC in 2023 and 2022 were:

The audit committee is responsible for selecting, appointing, evaluating, compensating, retaining, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the audit committee has established policies and procedures in its charter regarding pre-approval of any audit and non-audit service provided to Silk Road Medical by our independent registered public accounting firm and the fees and terms thereof. Briefly, any audit or non-audit service provided to us by our independent registered public accounting firm must be pre-approved by the audit committee or the chair of the audit committee.

The audit committee considered the compatibility of the provision of other services provided by PwC with the maintenance of its independence. The audit committee approved all audit and non-audit services provided by PwC in 2023 and 2022.

The audit committee is a committee of the board of directors comprised solely of independent directors as required by the listing standards of The Nasdaq Stock Market and rules and regulations of the SEC. The audit committee operates under a written charter approved by the board of directors, which is available on our corporate website. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.

With respect to our financial reporting process, management is responsible for (1) establishing and maintaining internal controls and (2) preparing our financial statements. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for auditing these financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare the Company’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

reviewed and discussed the audited financial statements with management and PwC;

discussed with PwC the matters required to be discussed under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, Communications with Audit Committees (AS 1301), and matters required to be discussed based on Securities and Exchange Commission requirements; and

received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with PwC its independence.

Based on the audit committee’s review and discussions with management and PwC, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission.

Respectfully submitted by the members of the audit committee of the board of directors:

Our board of directors unanimously recommends that our stockholders vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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COMPENSATION DISCUSSION AND ANALYSIS

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2023 Business Highlights

Highlights of our 2023 and recent achievements include:

FINANCIAL

OPERATIONAL

STRATEGIC

*See Appendix A for a reconciliation of non-GAAP financial measures to most comparable measures under U.S. GAAP.

2023 Compensation Actions and Outcomes

One of our key executive compensation objectives is to link pay to performance by aligning the financial interests of our executives with those of our stockholders and by emphasizing pay for performance in our compensation programs. 2023 compensation actions and incentive plan outcomes based on the performance described above are summarized below:

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Each year, we provide our stockholders with the opportunity to approve, or vote against, the compensation of our NEOs, referred to as a “say-on-pay” vote. The result of last year’s say-on-pay vote yielded only 41% support for our executive compensation program. Since we received over 85% support on our say-on-pay vote in the two preceding years, we fully understand and appreciate the seriousness of this message from our stockholders and the need to be responsive. Prior to and since last year’s annual meeting of stockholders, we have undertaken robust stockholder engagement efforts to solicit input regarding our compensation program and compensation-related disclosures, as described in more detail below.

Our compensation committee values feedback from our stockholders and has been highly focused on better understanding the concerns and perspectives of our stockholders, which led to the low level of support for our say-on-pay vote last year. After listening to our stockholders’ opinions and concerns, we took several actions to respond to the feedback, as detailed below.

At the 2024 Annual Meeting, we are again holding an advisory say-on-pay vote and will continue to consider the results of the advisory vote when making future compensation decisions.

During 2023, and in particular, in advance of and following our 2023 annual meeting of stockholders, and in early 2024, our executives reached out to all of our top 25 stockholders and held meetings or otherwise engaged with nearly all of them. One or more members of our senior management (including our chief executive officer, chief financial and/or chief legal officer) and board of directors, including our compensation committee chair, participated in these meetings.

Through these exchanges, we gained greater appreciation for our stockholders’ views on our governance and executive compensation practices in particular. We reviewed this feedback with our compensation committee,

nominating and corporate governance committee and our entire board of directors. Stockholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation programs and disclosures and we remain open to additional stockholder feedback. Some of the compensation-related actions we have taken in response to feedback include:

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Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our stockholders.

We have designed our executive compensation program to reward our executives, including our named executive officers, at a level consistent with our overall strategic and financial performance and to provide remuneration sufficient to attract, retain, and motivate them to exert their best efforts in the highly competitive environments in which we operate. We believe that competitive compensation packages consisting of a combination of base salaries, annual bonus opportunities, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period enable us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executives with our performance and long-term value creation for our stockholders.

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