Sector: Health Care
SI BONE INC · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors - Two Nominees for Three-Year Term Expiring at the 2029 Annual Meeting
SIBN's 3-year return of -33.9% trails the peer group median by only 0.8 percentage points, well below the 20-point threshold needed to trigger an against vote under our policy, so no TSR concern applies; Dunn has extensive relevant industry and company experience with no overboarding or attendance issues flagged.
The TSR trigger does not apply given SIBN's peer-relative 3-year underperformance of only 0.8 percentage points against the required 20-point threshold; Freund has deep medical device and venture capital expertise, has served since 2013, and no other disqualifying flags are present.
Both nominees pass all policy screens: SIBN's 3-year price return of -33.9% underperforms the disclosed compensation peer group median by only 0.8 percentage points, which is far below the 20-point underperformance threshold required to trigger an against vote for a company with negative absolute TSR. The IHI (iShares US Medical Devices ETF) fallback gap of -26.7 percentage points also falls short of the 30-point ETF threshold. Neither nominee is overboarded, both have strong relevant experience, and attendance is satisfactory.
CEO
Laura A. Francis
Total Comp
$7,453,235
Prior Support
98.3%%
CEO total compensation of $7,453,235 is within a reasonable range for a CEO of a ~$610 million medical device company with 20% revenue growth and improving profitability, and the prior say-on-pay vote received overwhelming 98.3% support indicating broad shareholder alignment. The pay structure is heavily weighted toward variable compensation — base salary of $685,000 represents only about 9% of total compensation, with the remainder in performance-based equity awards and cash bonuses tied to measurable revenue, EBITDA, product, and TSR metrics — well exceeding the policy's requirement that at least 50-60% of pay be variable. The company also has a meaningful clawback policy and no significant governance red flags in its compensation practices.
Auditor
PricewaterhouseCoopers LLP
Tenure
18 yrs
Audit Fees
$1,888,000
Non-Audit Fees
$2,000
Non-audit fees of approximately $2,000 represent less than 1% of audit fees of $1,888,000, far below the 50% threshold that would raise independence concerns; PwC has audited SIBN since its inception in 2008 (approximately 18 years), which is below the 25-year tenure threshold; and PwC is a Big 4 firm fully appropriate for a company of SIBN's size and complexity.
The 2026 SI-BONE annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which pass policy screens and warrant a FOR vote. SIBN's stock has significantly underperformed on an absolute basis over three and five years, but its peer-relative TSR gap of only 0.8 percentage points over three years falls well short of the 20-point threshold required to trigger director against votes, and the strong 98.3% prior say-on-pay support combined with a well-structured, heavily performance-linked compensation program supports approval of executive pay.
18 companies disclosed in 2026 proxy filing
