DEF 14A: Nevro Corp. Announces Details for 2024 Annual Stockholders Meeting

Nevro Corp. will hold its annual stockholders meeting online on May 23, 2024, to vote on director elections, auditor ratification, and executive compensation.

Summary

• Nevro Corp. is holding its Annual Meeting of Stockholders on May 23, 2024, at 10:30 a.m. Pacific Time, accessible online at www.virtualshareholdermeeting.com/NVRO2024.
• Stockholders of record as of March 28, 2024, are eligible to vote.
• The meeting will address the election of ten directors, ratification of PricewaterhouseCoopers LLP as the independent accounting firm, and an advisory vote on executive compensation.
• The Board recommends voting FOR all director nominees, FOR the ratification of PricewaterhouseCoopers LLP, and FOR the advisory vote on executive compensation.
• The proxy statement and 2023 Annual Report on Form 10-K are available online, with a Notice of Internet Availability mailed to stockholders around April 12, 2024.
• As of the record date, March 28, 2024, there were 36,681,392 shares of common stock outstanding and entitled to vote.
• The company achieved record revenue of $425.2 million for the full year 2023.
• The company closed a $200 million term loan credit facility.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative information. While the company achieved record revenue, it also faced challenges in the market and received negative feedback on executive compensation. The overall tone is neutral, aiming to inform stockholders about the upcoming meeting and key decisions.

Positives

• The Annual Meeting will be held online to allow greater participation and improved communication and provide cost savings for our stockholders and the Company.
• The company achieved record revenue of $425.2 million for the full year 2023.
• The company closed a $200 million term loan credit facility.

Negatives

• At the 2023 annual meeting of stockholders, our stockholders voted 71.8% (excluding abstentions and broker non-votes) against, on an advisory, non-binding basis, the 2022 compensation of our named executive officers, or our advisory Say-on-Pay vote.

Risks

• The macroeconomic environment and geopolitical conditions continued to negatively impact the global spinal cord stimulation (SCS) therapy market.
• Ongoing changes in patient behavior, labor shortages with nurses and other healthcare facility staff and macroeconomic pressures all had a severe impact on the demand for elective medical procedures in hospitals and clinics, which significantly impacted our financial performance for 2023.

Future Outlook

The Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation, with the next vote scheduled for the 2025 annual meeting.

Management Comments

• The Board believes this leadership structure strikes an appropriate balance between effective and efficient Company leadership and oversight by non-management directors.
• We continue to engage actively with stockholders on our executive compensation programs and remain committed to achieving pay for performance alignment and compensation governance best practices.

Industry Context

The document notes that the macroeconomic environment and geopolitical conditions continued to negatively impact the global spinal cord stimulation (SCS) therapy market.

Comparison to Industry Standards

• The Compensation Committee uses a peer group of publicly-traded medical device companies or commercial bio/pharma companies with annual revenues generally within a range of $200 million and $1.6 billion and market cap between $475 million and $8.2 billion to benchmark executive compensation.
• The 2023 Peer Group consisted of the following: Alphatec Holdings, AngioDynamics, AtriCure, Axonics, Cardiovascular Systems, CONMED, Glaukos, Globus Medical, Haemonetics, Integra LifeSciences, iRhythm Technologies, Masimo, Natera, NovoCure, NuVasive, Orthofix Medical, Penumbra, and Tandem Diabetes Care.

Management Changes

Corporate Governance

Related Party Transactions

• The Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions.
• We did not enter into any such transactions in 2023.

Stakeholder Impact

• Stockholders are asked to vote on key decisions affecting the company's governance and executive compensation.
• Employees are impacted by changes in executive leadership and compensation policies.
• The company's performance affects stakeholders including customers, suppliers, and creditors.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board will consider the outcome of the advisory vote on executive compensation when making future decisions.

Key Dates

Keywords

Annual Meeting, Stockholders, Proxy Statement, Board of Directors, Director Election, Executive Compensation, PricewaterhouseCoopers, Audit Committee, Voting, Nevro Corp