| | You are cordially invited to attend the annual meeting. Whether or not you expect to attend the annual meeting virtually, please vote your shares as promptly as possible in order to ensure your representation at the annual meeting. If you are a stockholder of record, you may vote your shares prior to the annual meeting on the Internet by visiting www.AALvote.com/SMLR, by telephone by calling 1-866-804-9616 and following the recorded instructions, or by completing, signing, dating and mailing a proxy card. Even if you have voted by proxy, you may still vote during the meeting if you attend the virtual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. | | |
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Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on September 5, 2025 at 9:00 a.m. Pacific Daylight Time virtually at a unique link received after registering at
https://web.viewproxy.com/Semler/2025 |
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The proxy statement and 2024 annual report to stockholders are available at https://web.viewproxy.com/Semler/2025
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| | Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. | | |
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Proposal
Number |
| |
Proposal Description
|
| |
Vote Required for Approval
|
| |
Effect of
Abstentions |
| |
Effect of
Broker Non-Votes |
|
|
1
|
| | Election of Class I director | | | Nominee receiving the most “For” votes | | |
None
|
| |
None
|
|
|
2
|
| | Advisory vote on executive compensation | | | Majority of votes cast “For” | | |
None
|
| |
None
|
|
|
3
|
| | Increase in authorized common stock to 210,000,000 | | | “For” votes cast exceed “against” votes cast | | |
None
|
| |
None
|
|
|
4
|
| | Authorize 42,000,000 shares of blank-check preferred stock | | | Majority of outstanding shares as of the record date must vote “For” | | |
Count as vote “Against”
|
| |
Count as vote “Against”
|
|
|
5
|
| | Ratification of BDO USA, P.C. as independent registered public accounting firm for fiscal 2025 | | | Majority of votes cast “For” | | |
None
|
| |
None
|
|
NAME
|
| |
AGE
|
| |
PRINCIPAL OCCUPATION/POSITION HELD
WITH THE COMPANY |
|
William H.C. Chang | | |
69
|
| |
Director
|
|
NAME
|
| |
AGE(1)
|
| |
PRINCIPAL OCCUPATION/POSITION HELD
WITH THE COMPANY, CLASS |
|
Natalie Brunell | | |
38
|
| |
Class II Director
|
|
Daniel S. Messina | | |
69
|
| |
Class III Director
|
|
Douglas Murphy-Chutorian, M.D. | | |
71
|
| |
Chief Executive Officer, Class III director
|
|
Eric Semler | | |
60
|
| |
Executive Chairman, Class II director
|
|
Name
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and
Corporate Governance |
| |
Bitcoin
Strategy |
| ||||||||||||
Natalie Brunell(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
William H.C. Chang
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | |
Daniel S. Messina
|
| | | | X | | | | | | | | | | | | X | | | | | | | | |
Douglas Murphy-Chutorian, M.D.
|
| | | | | | | | | | | | | | | | | | | | | | X | | |
Eric Semler(1)
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | |
Total Meetings in 2024
|
| | | | 4 | | | | | | 1 | | | | | | 0 | | | | | | 0 | | |
| | |
Year Ended December 31,
|
| |||||||||
Fee Type
|
| |
2024
|
| |
2023
|
| ||||||
Audit Fees
|
| | | $ | 807,658 | | | | | $ | 473,070 | | |
Audit-related Fees
|
| | | | 28,016 | | | | | | 22,000 | | |
Total
|
| | | $ | 835,674 | | | | | $ | 495,070 | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percentage of
Shares Beneficially Owned |
| ||||||
Named Executive Officers and Directors: | | | | | | | | | | | | | |
William H.C. Chang(1)
|
| | | | 910,017 | | | | | | 6.6% | | |
Eric Semler(2)
|
| | | | 786,552 | | | | | | 5.7% | | |
Douglas Murphy-Chutorian(3)
|
| | | | 594,993 | | | | | | 4.2% | | |
Daniel S. Messina(4)
|
| | | | 22,630 | | | | | | * | | |
Renae Cormier(5)
|
| | | | 11,336 | | | | | | * | | |
Natalie Brunell(6)
|
| | | | 4,249 | | | | | | * | | |
All directors and executive officers as a group (6 persons)
|
| | | | 2,330,397 | | | | | | 16.4% | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Douglas Murphy-Chutorian, M.D. | | |
71
|
| |
chief executive officer and director
|
|
Renae Cormier | | |
53
|
| |
chief financial officer
|
|
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Option
Award(s) ($)(2) |
| |
Stock
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| ||||||||||||||||||
Douglas Murphy-Chutorian, M.D.(6)
Director and chief executive officer |
| | | | 2024 | | | |
$450,000
|
| | | $ | — | | | | | $ | 224,550 | | | |
—
|
| | | $ | 400,000 | | | | | $ | 35,111 | | | | | $ | 1,109,661 | | |
| | | 2023 | | | |
$488,508
|
| | | $ | — | | | | | $ | — | | | |
—
|
| | | $ | 400,000 | | | | | $ | 40,389 | | | | | $ | 928,897 | | | ||
Renae Cormier(7)
Chief financial officer |
| | | | 2024 | | | |
$374,375
|
| | | $ | 90,000 | | | | | $ | 224,550 | | | |
—
|
| | | $ | — | | | | | $ | 42,024 | | | | | $ | 730,949 | | |
| | | 2023 | | | |
$273,724
|
| | | $ | 72,000 | | | | | $ | 95,200 | | | |
$55,000
|
| | | $ | — | | | | | $ | 28,987 | | | | | $ | 524,911 | | |
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
($)
|
| |
Date
|
| ||||||||||||
Douglas Murphy-Chutorian(1)
|
| | | | 60,000 | | | | | | — | | | | | $ | 2.56 | | | | | | 12/31/2025 | | |
Douglas Murphy-Chutorian(1)
|
| | | | 125,000 | | | | | | — | | | | | $ | 2.23 | | | | | | 02/17/2026 | | |
Douglas Murphy-Chutorian(1)
|
| | | | 125,000 | | | | | | — | | | | | $ | 1.72 | | | | | | 01/19/2027 | | |
Douglas Murphy-Chutorian(1)
|
| | | | 125,000 | | | | | | — | | | | | $ | 8.00 | | | | | | 12/31/2027 | | |
Douglas Murphy-Chutorian
|
| | | | — | | | | | | 15,000 | | | | | $ | 22.92 | | | | | | 05/10/2034 | | |
Renae Cormier
|
| | | | 3,226 | | | | | | 1,774 | | | | | $ | 30.48 | | | | | | 05/16/2032 | | |
Renae Cormier
|
| | | | 1,770 | | | | | | 3,230 | | | | | $ | 25.47 | | | | | | 07/09/2033 | | |
Renae Cormier
|
| | | | — | | | | | | 15,000 | | | | | $ | 22.92 | | | | | | 05/10/2034 | | |
Year | | | Summary Compensation Table Total for Douglas Murphy- Chutorian, M.D. ($) | | | Summary Compensation Table Total for Dr. Wayne T. Pan ($) | | | Compensation Actually Paid to Douglas Murphy- Chutorian, M.D. ($) | | | Compensation Actually Paid to Dr. Wayne T. Pan ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | | | Net Income (Thousands) ($) | | ||||||||||||||||||||||||
(a) | | | (b)(4) | | | (c)(4) | | | (d)(5) | | | (e)(5) | | | (f)(6) | | | (g)(7) | | | (h)(8) | | | (i)(9) | | ||||||||||||||||||||||||
2024(1) | | | | $ | | | | | $ | — | | | | | $ | | | | | $ | — | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
2023(2) | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2022(3) | | | | $ | | | | | $ | — | | | | | $ | | | | | $ | — | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | Fiscal Year 2024 | | |||
| | | Douglas Murphy- Chutorian, M.D. | | |||
Summary Compensation Table (SCT) Total | | | | $ | | | |
Deduct: Amount reported under the ‘Stock Awards’ and ‘Option Awards’ columns of the SCT | | | | | ( | | |
Add: Fair value of awards granted during 2024 and unvested as of 12/31/2024 | | | | | | | |
Add/(Deduct): Change in fair value of awards granted in prior years unvested as of 12/31/2024 | | | | | — | | |
Add: Fair value at the vesting of awards granted and vested in 2024 | | | | | — | | |
Add/(Deduct): Change in fair value of awards granted in prior years that vested during 2024 as of 12/31/2024 | | | | | — | | |
Compensation Actually Paid | | | | $ | | |
| | | Fiscal Year 2024 | | |||
| | | Average for Non-PEO NEOs | | |||
Summary Compensation Table (SCT) Total | | | | $ | | | |
Deduct: Amount reported under the ‘Stock Awards’ and ‘Option Awards’ columns of the SCT | | | | | ( | | |
Add: Fair value of awards granted during 2024 and unvested as of 12/31/2024 | | | | | | | |
Add/(Deduct): Change in fair value of awards granted in prior years unvested as of 12/31/2024 | | | | | | | |
Add: Fair value at the vesting of awards granted and vested in 2024 | | | | | — | | |
Add/(Deduct): Change in fair value of awards granted in prior years that vested during 2024 as of 12/31/2024 | | | | | ( | | |
Compensation Actually Paid | | | | $ | | |
Name
|
| |
Fees Earned or
Paid in Cash ($)(1) |
| |
Option
Awards ($)(2) |
| |
Stock Awards
($)(3) |
| |
Total
($) |
| ||||||||||||
Daniel S. Messina
|
| | | $ | 70,500 | | | | | $ | — | | | | | $ | 100,000 | | | | | $ | 170,500 | | |
Eric Semler
|
| | | $ | 108,750 | | | | | $ | 279,450 | | | | | $ | 100,000 | | | | | $ | 488,200 | | |
William H.C. Chang
|
| | | $ | 74,250 | | | | | $ | 279,450 | | | | | $ | 100,000 | | | | | $ | 453,700 | | |
| [ ], 2025 | | | By Order of the Board of Directors | |
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Renae Cormier
Corporate Secretary |
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