DEF 14A

DEF 14A 1 d425669ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☐	Soliciting Material under §240.14a-12

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Vapotherm, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2023

Notice of

Annual Meeting of Stockholders

and Proxy Statement

Tuesday, June 20, 2023

10:00 a.m. Eastern Time

Vapotherm, Inc. Corporate Offices

100 Domain Drive, Exeter, NH 03833

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FROM OUR CHAIRMAN OF THE BOARD AND CEO

May 1, 2023

Dear Stockholders:

On behalf of the Board of Directors, we cordially invite you to attend the 2023 Annual Meeting of Stockholders of Vapotherm, Inc. to be held on Tuesday, June 20, 2023, beginning at 10:00 a.m., Eastern Time, at our corporate offices located at 100 Domain Drive, Exeter, NH 03833.

Information about our annual meeting, the agenda items and the various matters on which our stockholders will vote is included in the notice of meeting and proxy statement that follow. Our Annual Report to Stockholders, including our annual report on Form 10-K for the year ended December 31, 2022, is also being provided to you together with these proxy materials for your review.

It is important that your shares be represented at the annual meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting. We encourage you to exercise your right to vote by following the voting instructions on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or using the Internet or telephone voting as described on your proxy card. If you attend the annual meeting and prefer to vote in person, you may withdraw your proxy at that time.

On behalf of the Board of Directors and management, it is our pleasure to express our appreciation for your continued support.

Sincerely,



James Liken		Joseph Army
Chairman of the Board		President and Chief Executive Officer

You can help us make a difference by eliminating paper proxy materials. With your consent, we will provide all future proxy materials electronically. Instructions for consenting to electronic delivery can be found on your proxy card. Your consent to receive stockholder materials electronically will remain in effect until canceled.

We intend to make this proxy statement and our 2022 Annual Report to Stockholders 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 May 1, 2023. 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 annual meeting.

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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

We are pleased to notify you that we will hold the 2023 Annual Meeting of Stockholders of Vapotherm, Inc., a Delaware corporation, on Tuesday, June 20, 2023, at 10:00 a.m., Eastern Time, at our corporate offices located at 100 Domain Drive, Exeter, NH 03833, for the following purposes:

To elect three directors, each to serve until the 2026 annual meeting of our 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: Anthony Arnerich, Lance Berry and Donald Spence;

To approve an amendment to our Tenth Amended and Restated Certificate of Incorporation, as amended, to give the Board of Directors discretion to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio of between 1-for-3 and 1-for-8, inclusive, such ratio to be determined by the Board of Directors in its sole discretion;

To approve, on an advisory (non-binding) basis, our executive compensation;

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023;

To approve one or more adjournments of the annual meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 2 if there are not sufficient votes at the annual meeting to approve Proposal No. 2; and

To transact such other business as may properly come before the meeting or any continuations, adjournments and postponements thereof.

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

Our Board of Directors has established the close of business on April 24, 2023 as the “record date” for this annual meeting. This means that you are entitled to vote at this meeting (in person or by legally-appointed proxy), or any continuation, postponement, or adjournment thereof, if our stock records show that you owned our common stock at that time. A stockholder list will be made available at our principal executive offices during ordinary business hours beginning June 9, 2023 for examination by any stockholder registered on our stock ledger as of the record date for any purpose germane to the annual meeting.

We hope you will be able to attend the annual meeting. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

BY ORDER OF THE BOARD OF DIRECTORS

James A. Lightman

Senior Vice President, General Counsel and Secretary

May 1, 2023

Exeter, New Hampshire


		Vapotherm, Inc. – 2023 Proxy Statement		1

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this proxy statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words and the use of future dates. Forward-looking statements include, but are not limited to, statements concerning:

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our operations, financial position, capital requirements and our needs for additional financing;

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the commercial success and market acceptance of our High Velocity Therapy systems, our Oxygen Assist Module, our digital solutions, and any future products we may seek to commercialize;

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our ability to enhance our High Velocity Therapy technology, our Oxygen Assist Module, and our digital solutions to expand our indications and to develop and commercialize additional products and services, which next-generation products typically have higher average sale prices;

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our business model and strategic plans for our products, technologies and business, including our implementation thereof;

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our plan to successfully transition substantially all manufacturing operations from New Hampshire to Mexico, the anticipated favorable effect thereof on our gross margins and costs and risks in connection therewith and risks associated with operations in Mexico;

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the success of our current “path to profitability” goals for 2023, our One Hospital One Day, or 1H1D, strategy, and our ability to return to historical disposable utilization or turn rates, increase our inventory turnover and reduce our inventory levels;

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the impact of COVID-19 and labor and hospital staffing shortages on our business and operating results;

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our ability to consummate the reverse stock split contemplated herein, should the Board elect to do so, in a timely manner or at all;

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our ability to obtain the required vote on the reverse stock split proposal and the impact of the reverse stock split on our ability to regain compliance with New York Stock Exchange continued listing standards, which requirements include, among others, an average closing price of a security of not less than $1.00 per share over a consecutive 30 trading-day period;

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our ability to accurately forecast customer demand for our products, adjust our production capacity if necessary and manage our inventory, particularly in light of COVID-19, current global supply chain disruptions, the effect of inflation, rising interest rates and other recessionary indicators; and

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our ability to hire and retain our senior management and other highly qualified personnel.

The forward-looking statements in this proxy statement are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this proxy statement and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our other filings with the Securities and Exchange Commission, or SEC, including without limitation: we have incurred losses in the past and may be unable to achieve or sustain profitability in the future; we face risks associated with the move of our manufacturing operations to Mexico; we may need to raise additional capital to fund our existing commercial operations, develop and commercialize


		Vapotherm, Inc. – 2023 Proxy Statement		2

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new products, and expand our operations; our ability to execute on our path-to-profitability initiative; our dependence on sales generated from our High Velocity Therapy systems, competition from multi-national corporations who have significantly greater resources than us and are more established in the respiratory market; the ability for Precision Flow systems to gain increased market acceptance; our inexperience directly marketing and selling our products; the potential loss of one or more suppliers and dependence on our new third party manufacturer; our susceptibility to seasonal fluctuations; our failure to comply with applicable United States and foreign regulatory requirements; the failure to obtain U.S. Food and Drug Administration, or FDA, or other regulatory authorization to market and sell future products or our inability to secure, maintain or enforce patent or other intellectual property protection for our products; the impact of COVID-19 on our business, including our supply chain. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. Any forward-looking statements made herein speak only as of the date of this proxy statement, and you should not rely on forward-looking statements as predictions of future events. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.


		Vapotherm, Inc. – 2023 Proxy Statement		3

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CONTENTS


	Page

PROXY STATEMENT SUMMARY		5

CORPORATE GOVERNANCE		14

PROPOSAL NO. 1: ELECTION OF DIRECTORS		26

PROPOSAL NO. 2: APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT REVERSE STOCK SPLIT		31

PROPOSAL NO. 3: ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION		41

PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		43

PROPOSAL NO. 5: APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL NO. 2		46

COMPENSATION DISCUSSION AND ANALYSIS		47

COMPENSATION COMMITTEE REPORT		67

EXECUTIVE COMPENSATION		68

DIRECTOR COMPENSATION		91

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		96

STOCK OWNERSHIP		97

INFORMATION ABOUT THE 2023 ANNUAL MEETING		103

OTHER MATTERS		109

APPENDIX A – PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT REVERSE STOCK SPLIT		112

References in this proxy statement to:

•

“Vapotherm,” “we,” “us,” “our,” or the “Company” refer to Vapotherm, Inc.;

•

“Board” refers to the Board of Directors of Vapotherm;

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“Annual meeting” refers to our 2023 Annual Meeting of Stockholders; and

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“2022 Annual Report” or “2022 Annual Report to Stockholders” refer to our Annual Report on Form 10-K for the year ended December 31, 2022, 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.

^™ and ^® denote trademarks and registered trademarks of Vapotherm, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this release are the property of their respective owners.


		Vapotherm, Inc. – 2023 Proxy Statement		4

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PROXY STATEMENT SUMMARY

This executive summary provides an overview of the information included in this proxy statement. We recommend that you review the entire proxy statement and our 2022 Annual Report to Stockholders before voting.

2023 ANNUAL MEETING OF STOCKHOLDERS


DATE AND TIME	VOTING ITEMS
Tuesday, June 20, 2023 10:00 a.m., Eastern Time	Proposal	Board’s vote recommendation	Page

LOCATION	Proposal No. 1: Election of directors	FOR	26
Vapotherm’s Corporate Offices 100 Domain Drive Exeter, NH 03833	Proposal No. 2: Approval of amendment to our certificate of incorporation to effect reverse stock split	FOR	31
RECORD DATE Holders of record of our common stock at the close of business on *April 24, 202***3, are entitled to notice of, to attend, and to vote at the 2023 annual meeting of stockholders or any continuation, postponement, or adjournment thereof.	Proposal No. 3: Advisory vote on executive compensation	FOR	41
	Proposal No. 4: Ratification of appointment of independent registered public accounting firm	FOR	43
	Proposal No. 5: Approval of one or more adjournments of the annual meeting to solicit additional proxies in favor of Proposal No. 2	FOR	46

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on Tuesday, June 20, 2023

This proxy statement and our 2022 Annual Report of Stockholders are available on the Internet, free of charge, at www.proxydocs.com/VAPO. On this website, you will be able to access this proxy statement, our 2022 Annual Report, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.


		Vapotherm, Inc. – 2023 Proxy Statement		5

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2022 BUSINESS HIGHLIGHTS

2022 was a year of transition as we repositioned our business given the significant decrease in COVID-related hospitalizations as compared to 2020 and 2021. Highlights of our achievements for 2022 are below.


FINANCIAL
$66.8 million		Net Revenue Achieved net revenue of $66.8 million.
$46.4 million		Disposables Revenue Achieved disposables revenue of $46.4 million, representing 69.4% of our total net revenue.
$23.0 million		February 2023 Equity Raise We recently completed a $23.0 million equity raise, which strengthened our balance sheet by supplementing our $15.7 million of cash on hand as of December 31, 2022.

OPERATIONAL
36,700 units		Worldwide Installed Base We grew our worldwide installed base of High Velocity Therapy systems to 36,700.
✓		Launched Next Generation High Velocity Therapy Platform, HVT 2.0 Our HVT 2.0 system received initial 510(k) clearance from the Food and Drug Administration in 2021, transitioned to full market release in August 2022, and received clearance for expanded respiratory distress indications in December 2022. The HVT 2.0 platform is cleared for therapy in multiple settings of care, including the home.

STRATEGIC
✓		Implemented “Path to Profitability” Initiative In connection with the release of our first quarter 2022 financial results, we announced our long-term “path to profitability” goals, which include: (1) drive 20% revenue growth; (2) improve our gross margins to 60%+; (3) normalize our cost structure; and (4) improve our financial flexibility. We made progress on each one of these goals during 2022.
✓		Relocated Manufacturing Operations to Mexico During 2022, we immediately began delivering on key “path to profitability” milestones, including entering into a lease agreement for our new manufacturing facility in Tijuana, Mexico, completing construction of leasehold improvements, and relocating our manufacturing operations from New Hampshire to Mexico. Our manufacturing facility in Mexico is now fully operational.
✓		Established a Technology Center in Singapore We established a Technology Center in Singapore during 2022 to bring most research and development projects in-house to help reduce the cost of external design firms and to access local government grant funding.


		Vapotherm, Inc. – 2023 Proxy Statement		6

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CORPORATE GOVERNANCE

HIGHLIGHTS


✓	88% of our directors are independent	✓	Annual say-on-pay vote

✓	Independent Board Chairman	✓	Officer and director stock ownership requirements

✓	Majority vote standard for uncontested director elections	✓	Hedging, pledging, and stock option repricing prohibitions

✓	Three of eight directors, or 38%, are female	✓	Double trigger change in control arrangements

✓	No poison pill

STOCKHOLDER ENGAGEMENT

We are committed to stockholder engagement. The Board of Directors values the perspectives of and feedback from our stockholders. We also regularly engage throughout the year with stockholders.

Feedback from our stockholders is thoughtfully considered and during the past couple of years has led to modifications in our governance practices, executive compensation program, and disclosures. Some of the actions we have taken in response to stockholder feedback are described below.



What we heard:		What we did:
Increase Board gender diversity.		We added Lori Knowles and Mary Beth Moynihan to the Board in June 2021, resulting in, together with existing Board member, Elizabeth Weatherman, 38% of our directors being female.
Align the interests of directors and executive officers with those of stockholders.		We adopted stock ownership guidelines in 2021 to align the interests of directors and executives to those of our stockholders. We also have an anti-hedging/anti-pledging policy. Our Chief Executive Officer (CEO), Joseph Army, beneficially owned 5.8% of our outstanding common stock as of March 31, 2023.
Emphasize long-term incentives and performance-based compensation elements.		100% of our CEO target compensation and 52% of our other named executive officer target compensation for 2022 was performance-based compensation. Our 2022 long-term incentive program for our CEO consisted of 100% performance stock units, or PSUs, which will vest based on, and subject to, achievement by the Company of certain revenue targets for the year ending December 31, 2024. We plan to consider granting PSUs to our other executives in future years.
Increase disclosure on executive compensation, including performance metrics, long-term incentives and stock ownership.		We have increased and improved our executive compensation disclosure, with an eye towards transparency and readability, and our Compensation Discussion and Analysis section reflects these increased disclosures.


		Vapotherm, Inc. – 2023 Proxy Statement		7

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BOARD NOMINEES AND CONTINUING DIRECTORS

Below are the three directors nominated for election by stockholders at the annual meeting for a three-year term, as well as our five continuing directors. The Board of Directors recommends a vote “FOR” each of these three nominees.


Director	Age	Serving since	Independent	Board committees	Other public boards
Director Nominees
Anthony Arnerich	73	2013	Yes	CC, NCGC	0
Lance Berry	50	2020	Yes	AC	1
Donald Spence	69	2020	Yes	CC, NCGC	1
Continuing Directors
Joseph Army	59	2012	No	N/A	0
Lori Knowles	53	2021	Yes	CC	0
James Liken	73	2010	Yes	NCGC	0
Mary Beth Moynihan	56	2021	Yes	AC	0
Elizabeth Weatherman	63	2017	Yes	AC, STC	2

Joseph Army is not independent since he serves as our President and Chief Executive Officer.

Board Committees: AC (Audit Committee); CC (Compensation Committee); NCGC (Nominating and Corporate Governance Committee; and STC (Strategic Transactions Committee)

EXECUTIVE COMPENSATION BEST PRACTICES

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



What we do		What we don’t do
✓	Maintain a competitive compensation package	×	No guaranteed salary increases

✓	Structure our executive officer compensation so that a significant portion of pay is at risk	×	No repricing of stock options

✓	Emphasize long-term performance in our equity-based incentive awards	×	No short sales or derivative transactions in Vapotherm stock, including hedges

✓	Use a mix of performance measures and caps on payouts	×	No pledging of Vapotherm securities

✓	Require three to four year vesting periods on most equity awards	×	No dividends on unvested awards

✓	Require a double-trigger for equity acceleration upon a change of control	×	No excise or other tax gross-ups

✓	Maintain stock ownership guidelines	×	No discretionary bonuses

✓	Hold an annual say-on-pay vote	×	No excessive perquisites


		Vapotherm, Inc. – 2023 Proxy Statement		8

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2022 EXECUTIVE COMPENSATION ACTIONS

For 2022, our named executive officers (NEOs) were our President and Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Technology Officer (CTO) and Chief Commercial Officer (CCO). 2022 compensation actions and incentive plan outcomes are summarized below:



Pay element		2022 actions
Base Salary		• Our CEO, CFO and CCO received base salary increases of 6.4%, 5.7% and 6.2%, respectively, to bring their target annual cash compensation closer to our target positioning of the 50th percentile of our peer group. Since our CTO joined Vapotherm in December 2021, his 2022 base salary remained the same.
Short-Term Incentives -- Annual Bonus and Commissions		• The threshold, target and maximum annual bonus opportunities for 2022 remained the same as in 2021 for all of our NEOs. • Our CEO participated in his own corporate bonus plan for 2022 that was based on performance metrics of revenue (65%) and gross margin (35%). In addition, as a minimum trigger for any 2022 bonus payout for our CEO, all minimum performance goals for the corporate bonus plan for our CFO and CTO were required to be met. Since neither the revenue nor the gross margin threshold goal was achieved, our CEO received a zero percent payout for 2022.


Metric	Threshold	Target	Actual
Revenue	$81.0 mil.	$92.5 mil.	$66.8 mil.
Gross margin*	34.0%	48.0%	26.0%

*Excludes the impact of Vapotherm Access.

• Our CFO and CTO participated in a corporate bonus plan that was based on three equally weighted performance goals tied to our “path to profitability” initiative, with the opportunity for an “overperformance” payout up to a maximum payout of 150% of target if all three performance goals were achieved and revenue was $106.1 million or more and gross margin was at least 49.1%. The Compensation Committee determined that the second and third goals were achieved and the first goal was substantially achieved, resulting in a 90% of target payout for our CFO and CTO.

1. Full market release of HVT 2.0 by July 29, 2022, with less than 2% design or production related failures by December 31, 2022.

2. Fully validate at least 1 line of each product or component being transferred to Mexico by December 31, 2022.

3. Achieve fourth quarter 2022 cash operating expenses and capital expenditures of less than $21.0 million.

• Our CCO participates in an individual commission plan and is not eligible to participate in our corporate bonus plan. His 2022 plan paid quarterly commissions, and if necessary an annual catch-up commission, based on pre-established quarterly and annual financial goals, which for 2022 were based on revenue and disposable average selling price (ASP). Since actual revenue and disposable ASP performance exceeded target, our CCO received quarterly and annual commissions totaling €159,743, representing an 89% of target payout.


		Vapotherm, Inc. – 2023 Proxy Statement		9

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Performance measure	Weighting	Quarterly target payout	Annual target payout	Actual payout
Revenue	80%	€27,927	€111,709
Disposable ASP	20%	€ 7,529	€ 30,114
Total	100%	€39,936	€141,823	€159,743

Long-Term Incentives - Equity Grants

• For 2022, 100% of the long-term incentives for our CEO was in the form of three-year PSUs, which will vest based on, and subject to, our achievement of certain revenue targets for the year ending December 31, 2024.

• The long-term incentives for our other NEOs consisted of a mix of time-based restricted stock units (RSUs) and time-based stock options.

• The RSUs vest in three nearly equal annual installments over three years.

• The stock options vest over four years, with 25% of the underlying shares vesting on the first anniversary of the grant date, and the remainder vesting in nearly equal monthly installments thereafter over the next three years.

• For retention purposes, in May 2022, each of our NEOs, other than our CEO, received his 2023 annual equity grants in the form of 100% stock options, which vest assuming a January 1, 2023 grant date, with 25% of the underlying shares vesting on January 1, 2024, and the remainder vesting in nearly equal monthly installments thereafter over the next three years.

• In addition, for retention purposes, in November 2022, all of our NEOs, other than our CEO, received 40,000 RSUs, which vest in three nearly equal annual installments over three years.

• More recently, all of our NEOs, other than our CEO who did not receive a merit increase, received shares of our common stock in lieu of their 2023 base salary merit increases.

Other Compensation Related Actions

• Approximately 83% of votes cast at our 2022 annual meeting of stockholders were in favor of our annual say-on-pay vote.

• In April 2022, we entered into separation pay agreements to standardize officer severance protections, align with prevailing market practice and help attract and retain top talent. These agreements replaced existing severance protections for our CEO and CFO.


		Vapotherm, Inc. – 2023 Proxy Statement		10

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OUR COMMITMENT TO ESG

OUR APPROACH AND MISSION

Our Board of Directors and management are committed to building environmental sustainability, social responsibility and effective corporate governance throughout our business. We are committed to operating our business in a responsible manner, which includes improving our corporate sustainability by making business decisions that consider ethics, social and environmental factors, recognizing the benefits that diversity and inclusion provide and commit to equal opportunity and fair treatment in all aspects of our business, and respecting the human rights and dignity of people throughout our operations, our global supply chain and the world.

Our mission is to improve the lives of patients suffering from complex lung disease and other forms of respiratory distress while reducing the cost of their care through integrated device and digital solutions. We believe our commitment to pursuing environmental, social and governance (ESG) initiatives can be achieved in parallel with and in furtherance of the interests of patients, as well as the long-term interests of our stockholders. The integration of sustainable business practices creates lasting results that benefit all our stakeholders, including our customers, employees, stockholders, investors, and the communities in which we live and operate.

OUR ESG INITIATIVES

As a global medical technology company focused on the development and commercialization of our proprietary Vapotherm high velocity therapy^® products, which are used to treat patients of all ages suffering from respiratory distress, we believe we can play an important role in building a sustainable future for our employees, our customers, our environment and the communities in which we operate in an ethical, environmentally and socially responsible manner.

Specifically, we are focused on the following ESG initiatives:


✓		Quality and Patient Safety We are committed to quality, achieving great patient outcomes and ensuring patient safety. Our Quality System provides the foundation for ensuring that quality is built into all of our products that we design and develop, manufacture, and supply to our customers. The quality system is designed to ensure compliance with both U.S. Food and Drug Administration and European regulations governing the design and development, manufacture, release, distribution and traceability of our medical devices.
✓		Safe, Healthy and Secure Work Environment We work hard to provide a safe, healthy and secure work environment for all employees and visitors. Safety is extremely important to us and we believe that we comply with all applicable health, safety and environmental laws as well as our own safety programs.
✓		Health and Wellbeing of Our Employees We consider the health and wellbeing of our employees and their families among our top priorities. We want our employees to be their best self and therefore provide them access to a variety of innovative, flexible and convenient health and wellness programs designed to support their physical and mental health. These include, among others, health savings and flexible spending accounts, flexible work schedules, family leave and care resources, an on-site gym, stress management sessions, and employee assistance programs, such as our Breathe Easy Fund, which supports employees and their families through times of hardship by the utilization of employee-raised funds.


		Vapotherm, Inc. – 2023 Proxy Statement		11

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✓

Diversity, Equity and Inclusion

We strive to create a diverse workplace in which all employees feel respected, valued and empowered to reach their full potential. We define diversity as the range of human differences, including but not limited to race, ethnicity, gender, gender identity, sexual orientation, age, social class, physical ability or attributes, religious or ethical values system, national origin, and political beliefs. We hold Diversity & Inclusion focused conversations throughout the year both in person and virtually where we discuss different aspects of diversity and inclusion, why it is important to our business and how we can seek to further focus on it at Vapotherm. To facilitate diversity, we implement recruitment strategies to encourage diverse candidates to apply to positions for which they qualify. We provide development opportunities to all, including access to our Monthly Lounge & Learn program, Leadership Development Series, Women’s Leadership Group and Mentor Program where individuals can be paired with an experienced leader for one-on-one coaching.

✓

Community Engagement

Giving back to the communities in which we operate is a priority. Throughout the year, we engage in community programs, such as our Annual Care in the Air Day where our team is deployed to volunteer at local charitable organizations to give back to the local community and we give back to local families in need through our partnership with St. Vincent de Paul and New Hampshire Foster Care. We also host our Annual Patient of the Year Celebration where patient families are brought in from across the country and tell their story about how Vapotherm was able to help them. This event allows us to celebrate our patients, as well as our great people who make, sell and develop our products, and demonstrates to our employees that their work with Vapotherm matters and impacts patients and the greater community.

BOARD OVERSIGHT OF ESG

Our Board of Directors is focused on our approach to ESG matters and our ESG initiatives and has delegated responsibility to oversee significant issues of corporate public responsibility

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SEC Form DEF 14A filed by Vapotherm Inc.