You are invited to attend the Annual Meeting in person to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares as described in the response to the question entitled “How can I vote my shares” below and as described elsewhere in this Proxy Statement.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible.

We believe compliance with the SEC’s “notice and access” rules will allow us to provide our stockholders with the materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and reducing the environmental impact of our Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice.

We will also consider any other business that properly comes before the Annual Meeting. As of the record date, we are not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons

named in the enclosed proxy card or voter instruction card will vote the shares they represent using their best judgment. James H. Mackaness and Daniel E. Caul, the designated proxyholders, are members of our management.

Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal 2): The ratification of the

appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting.

If, however, your shares are held in a brokerage account or by a bank or other agent, and not in your name, you are considered to be the beneficial owner of shares held in street name.

If you are the beneficial owner of shares held in street name, you are welcome to attend the Annual Meeting, but you may not vote your shares in person at the Annual Meeting unless you bring with you a proxy from the broker, bank or other agent that holds your shares, giving you the right to vote at the Annual Meeting.

Admission to the Annual Meeting will be on a first-come, first-served basis. You should be prepared to present government-issued photo identification for admittance, such as a passport or driver’s license. Please note that for security reasons, you and your bags may be subject to search prior to your admittance to the Annual Meeting. If you do not comply with each of the foregoing requirements, you will not be admitted to the Annual Meeting.

If you are a beneficial owner of shares held in street name and do not provide the entity that holds your shares with specific voting instructions, the entity that holds your shares may generally vote at its discretion on “routine” matters. However, if the entity that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, it will be unable to vote your shares on that matter. This is generally referred to as a “broker non-vote.”

The ratification of the appointment of PricewaterhouseCoopers LLP as our

independent registered public accounting firm (Proposal 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote without instructions on this matter, so there will not be any broker non-votes in connection with Proposal 2.

A broker non-vote occurs when a broker, bank or other agent holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters. Shares represented by proxies that reflect a broker non-vote will be counted for purposes of determining the presence of a quorum. The election of directors (Proposal 1) is considered a non-routine matter and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 2) is considered a routine matter on which a broker, bank or other agent has discretionary authority to vote, so there will not be any broker non-votes in connection with this proposal.

The procedures for voting are as follows:

Stockholder of Record

If you are a stockholder of record, you may vote in person at the Annual Meeting. Alternatively, you may vote by proxy through the Internet, by phone or using the accompanying proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.

To vote in person, come to the Annual Meeting and you may request a ballot when you arrive.

To vote on the Internet, go to www.envisionreports.com/IVTY and follow the instructions provided on the website. In order to cast your vote, you will be asked to provide the control number from the Notice or, if you requested to receive printed proxy materials, the proxy card mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 18, 2016. Our Internet voting procedures are designed to

authenticate stockholders by using individual control numbers, which are located on the Notice.

To vote by phone, call toll-free 1-800-652-VOTE (1-800-652-8683) if calling from the United States, U.S. territories and Canada or 1-781-575-2300 if

calling from foreign countries from any touch-tone telephone and follow the instructions. In order to cast your vote, you will be asked to provide the control number from the Notice or, if you requested to receive printed proxy materials, the proxy card mailed to you. Telephonic voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 18, 2016. Our telephonic voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice.

To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. If you received a Notice and would like to request a proxy card by mail, please follow the instructions contained in the Notice.

Beneficial Owner

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice or a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply follow the instructions in the Notice received from your

broker, bank or other agent to vote on the Internet or, if you received a proxy card by mail, complete, sign and return the proxy card to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or

other agent. Follow the instructions from your broker, bank or other agent included in the Notice or with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Stockholder of Record

If you are a stockholder of record, you may revoke your proxy in one of the four following ways:

Your most current Internet proxy or proxy card will be the one that is counted at the Annual Meeting.

Beneficial Owner

If you are a beneficial owner of shares, you may

revoke your proxy by following instructions provided by your broker, bank or other agent.

please contact: Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer, Telephone: (415) 655-2100.

Under the rules of the NASDAQ Global Market, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of the NASDAQ Global Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be

independent. Our board of directors has assessed the independence of each director and determined that Dr. Zadno and Messrs. Burke, Lipps, Lucier and Roberts are independent. We believe that the composition of our board of directors meets the requirements for independence under the current requirements of the NASDAQ Global Market.

The positions of chairman of the board and chief executive officer are presently separated. We believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead our board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as our board of

directors’ oversight responsibilities continue to grow. While our board of directors does not have a formal policy on whether the roles of chief executive officer and chairman of our board of directors should be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Currently, the independent chairman position is held by Gregory T. Lucier and our president and chief executive officer is Philip Sawyer.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations and strategic direction. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through 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 adequate and functioning as designed.

The role of our board of directors in overseeing the management of our risks is conducted primarily through committees of our board of directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full board of directors (or the

appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is

responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting.

During 2015, our board of directors met nine times (including telephonic meetings). Each director attended at least 75% of the meetings held while he was a director, either in person or by teleconference.

Additionally, each director attended at least 75% of the meetings for each committee on which he served, except Gregory T. Lucier did not attend one of the two meetings held by the nominating and corporate governance committee.

Although we do not have a formal policy regarding attendance by members of our board of directors at

our annual meetings of stockholders, we encourage all of our directors to attend.

As required by the NASDAQ Global Market, our independent directors meet in regularly scheduled

executive sessions at which only independent directors are present.

Our board of directors has three standing committees: the audit committee, the compensation committee, and the nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of our board of directors when necessary to address specific issues. For instance, at the time of the initial public offering we established a pricing committee to determine the offering price and other terms of the

initial public offering. At present, no special committees have been established.

Directors are expected to attend all scheduled board and committee meetings and conduct advance review of board and committee meeting materials.

Each of the three standing committees has a written charter that has been approved by our board of directors. A copy of each charter is available on our website at www.invuity.com.

During 2015, our audit committee met ten times (including telephonic meetings). Dr. Zadno and Messrs. Burke and Roberts serve on our audit committee. Mr. Burke serves as chair of the audit committee and is the audit committee’s financial expert within the meaning of the regulations of the SEC. Our board of directors has assessed whether all members of the audit committee meet the composition requirements of the NASDAQ Global Market, including the requirements regarding financial literacy and financial sophistication. Our board of directors found that Dr. Zadno and Messrs. Burke and Roberts met these requirements and are independent

under SEC and the NASDAQ Global Market rules. The audit committee’s primary responsibilities include:

During 2015, our compensation committee met three times (including telephonic meetings). Messrs. Lipps, Lucier and Roberts serve on our compensation committee. Mr. Lipps serves as the chair of the compensation committee. Our board of directors has assessed whether all members of our compensation committee meet the composition requirements of the NASDAQ Global Market. Our board of directors found that Messrs. Lipps, Lucier and Roberts met these requirements and are independent under SEC and the NASDAQ Global Market rules. The compensation committee’s responsibilities include:

From time to time, the compensation committee may use outside compensation consultants to assist it in analyzing our compensation programs and in determining appropriate levels of compensation and benefits.

During 2015 our nominating and corporate governance committee met two times (including telephonic meetings). Dr. Zadno and Messrs. Burke and Lipps serve on our nominating and corporate governance committee. Mr. Burke serves as the chair of the nominating and corporate governance committee. Our board of directors has assessed whether all members of our nominating and corporate governance committee meet the composition requirements of the NASDAQ Global Market. Our board of directors found that Dr. Zadno and Messrs. Burke and Lipps met these requirements and are independent under SEC and the NASDAQ Global Market rules. The nominating and corporate governance committee’s responsibilities include:

None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive

officers serving as a member of our board of directors or its compensation committee. None of the current members of the compensation committee of our board of directors has ever been one of our employees.

The goal of our nominating and corporate governance committee, which we refer to as the committee for purposes of this section, is to assemble a well-rounded board of directors that consists of directors with backgrounds that are complementary to one another, reflecting a variety of experiences, skills and expertise.

In considering whether to recommend any candidate for inclusion in the slate of recommended nominees for our board of directors, including candidates recommended by stockholders, the committee reviews with our board of directors the qualifications for director candidates as set forth in our corporate governance guidelines.

Directors must possess the highest personal and professional ethics, integrity and values. Necessary qualifications may include: the ability to make independent judgments, general understanding of the Company’s business, other board service, professional background, education and diversity.

While we do not have a policy regarding board diversity, it is one of a number of factors that the committee takes into account in identifying nominees.

The committee believes it is appropriate for our President and Chief Executive Officer to serve as a member of our board of directors.

The committee currently has a policy of evaluating nominees recommended by stockholders in the same manner as it evaluates other nominees. We do not intend to treat stockholder recommendations in any manner different from other recommendations. Under our amended and restated bylaws, stockholders wishing to propose a director nominee should send the proper written notice to our corporate secretary at the principal executive offices of the company. To be timely for our annual meeting of stockholders to be held in 2017, a stockholder’s notice must be received by the corporate secretary no later than February 22, 2017 and no earlier than January 23, 2017. We have not received director candidate recommendations from our stockholders.

Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics is available on our

website at www.invuity.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements.

Stockholders seeking to communicate with our board of directors, as a whole, may send such communication to: Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer. Stockholders seeking to communicate with an individual director, in his or her capacity as a member of our board of directors, may send such

communication to the same address to the attention of such individual director. We will promptly forward any such stockholder communication to each director to whom such stockholder communication is addressed to the address specified by each such director.

The audit committee, or the chair of the audit committee, must pre-approve any audit and non-audit service provided to the Company by the independent auditor, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Committee or if such service falls within available exceptions under SEC rules. In fiscal

years 2014 and 2015, all fees identified above under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” that were billed by PricewaterhouseCoopers LLP were approved by the audit committee in accordance with SEC requirements.

Mr. Sawyer’s biography can be found under the heading “Proposal 1—Election of Directors.”

James H. Mackaness has served as our Chief Financial Officer since August 2015. Prior to joining us, Mr. Mackaness served as Chief Financial Officer and Chief Operating Officer of IRIDEX Corporation, a medical supply company, from August 2012 to August 2015 and as Chief Financial Officer from Jan 2008 to August 2012. From September 2001 to December 2007, Mr. Mackaness served as Chief Financial Officer and Vice President of Finance of NextHop Technologies, Inc., a networking wireless technology company. Prior to that, Mr. Mackaness served as Vice President, Finance and Chief Financial Officer of Infogear Technologies Corporation and held management positions at Cisco Systems, Inc., Electroglas, Inc. and Ernst & Young LLP. Mr. Mackaness received a B.A. with honors in Psychology from the University of Warwick, England and is a Chartered Accountant and member of the Institute of Chartered Accountants of England and Wales.

Robert Gerberich has served as our Vice President of Sales since May 2015 and Vice President of Sales and Marketing from October 2012 to May 2015. From April 2012 to October 2012, Mr. Gerberich served as Senior Vice President of Global Sales and Field Development at Primcogent Solutions, a non-invasive low-level laser therapy company. From January 2006 to April 2012, Mr. Gerberich served as President of UltraShape North America. Prior to UltraShape, Mr. Gerberich served as the Vice President of Marketing and Sales and Vice President of Sales at Thermage Inc., a medical device company (now Solta Medical). Mr. Gerberich received a B.S. in marketing from Illinois State University.

Paul O. Davison has served as our Vice President of Research and Development since November 2014. From October 2011 to November 2014, Mr. Davison served as Vice President and General Manager at ConMed, a surgical and patient monitoring products company. From July 2006 to September 2011, Mr. Davison served as Vice President of Research and Development at PEAK Surgical, a surgical tools company acquired by Medtronic, Inc. in 2011. Mr. Davison received a B.S. in manufacturing engineering from California Polytechnic University at Pomona and an M.S. in engineering management with a stem in mechanical engineering from Santa Clara University.

Doug Heigel has served as our Vice President of Operations since September 2014. From July 2003 to January 2014, Mr. Heigel served as Vice President of Operations for Solta Medical, a medical aesthetics company which was sold to Valeant Pharmaceuticals in January 2014. In May 2002, Mr. Heigel joined Solta Medical’s predecessor company, Thermage, as Senior Director of Operations. From October 1995 to February 2002, Mr. Heigel worked for Argonaut Technologies, a life sciences company, first as Director of Manufacturing and then as Vice President of Manufacturing. Prior to Argonaut, Mr. Heigel served in various operational and technical leadership roles in the semiconductor and measurement instrumentation markets. Mr. Heigel received a B.S. in mechanical engineering from Oregon State University.

Alex Vayser co-founded Invuity and has served as our Chief Technology Officer since November 2004. Prior to joining Invuity, Mr. Vayser co-founded and served as President of Medvision, a manufacturer of custom surgical endoscopes and imaging devices. While at Medvision, Mr. Vayser co-founded Parallax Devices, a company focused on single channel

stereoscopic and 3-D optical systems for medical and industrial applications. Mr. Vayser received a B.S. in optical engineering from the University of Rochester’s Institute of Optics.

Susan Martin has served as our Vice President of Marketing since May 2015. From February 2011 to August 2014, Ms. Martin served as Vice President of Global Marketing at Zimmer Holdings, Inc., a medical device company. From 2009 to 2011, Ms. Martin served as Executive Director of Global Marketing at Ethicon, Inc., a subsidiary of Johnson & Johnson focused on surgical products. Prior to her role as Executive Director of Global Marketing at Ethicon, Inc., Ms. Martin served in various roles at Ethicon, Inc. from 2001-2009, including Executive Director, General Manager and Integration Lead and Executive Director of Procedure Marketing. Ms. Martin received

a B.S. in Business Administration from Bowling Green State University.

Joseph Guido has served as our Vice President of Business Development since February 2016. From 2012 to 2016, Mr. Guido served as Senior Vice President of Marketing and Business Development for Hansen Medical, a publicly-traded robotics company in the vascular and cardiac sectors. Prior to joining Hansen Medical, Mr. Guido served as the President of Heartstitch Medical, a medical devices company, in 2011. Prior to joining Heartstitch Medical, Mr. Guido held a variety of leadership roles in Marketing, Sales and Business Development for both public and private medical device companies such as Stryker Endoscopy, Intuitive Surgical, Novare Surgical and Abbott Vascular Devices. Mr. Guido received his B.S. degree in business administration from Villanova University and his M.B.A. from Pepperdine University.

The following table sets forth information regarding the beneficial ownership of our common stock as of March 1, 2016, except as noted in the footnotes below, for:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an

individual or group within 60 days of March 1, 2016, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. The address for each director and executive officer listed is: c/o Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107.

Percentage of beneficial ownership is based on 13,401,085 shares of common stock outstanding as of March 1, 2016.

The following table provides information regarding the total compensation for services rendered in all capacities that was earned by each individual who served as our principal executive officer at any time in

2015, and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2015.

Philip Sawyer

We entered into an employment agreement with Mr. Sawyer that took effect as of the effectiveness of the registration statement, June 16, 2015. Pursuant to the agreement, Mr. Sawyer will continue to serve as our President and Chief Executive Officer on an “at will” basis. Mr. Sawyer’s employment agreement provides for a base salary of $425,000, eligibility to receive an annual performance bonus with the target amount determined as 80% of Mr. Sawyer’s annual base salary, and eligibility to participate in employee benefit or group insurance plans maintained from time to time by us.

Pursuant to the employment agreement of Mr. Sawyer, if we terminate the employment of Mr. Sawyer other than for death, “disability,” or “cause” or Mr. Sawyer resigns for “good reason” (as such terms are defined in Mr. Sawyer’s employment agreement), and, within 60 days following his termination, Mr. Sawyer executes a waiver and release of claims in our favor and resigns from all positions he may hold as an officer or director, Mr. Sawyer is entitled to receive (i) continuing payments of his highest base salary rate in effect

during the employment period for a period of 12 months, payable pursuant to our regular payroll procedures, (ii) an amount equal to Mr. Sawyer’s target annual bonus for the year of termination, payable in accordance with our regular payroll procedures, (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to 12 months and (iv) vesting acceleration of 50% with respect to any outstanding equity awards held by him on the date of his termination (with performance-based awards vesting based on achievement of target levels of performance).

Pursuant to the employment agreement of Mr. Sawyer, if, within the 3 month period prior to or the 12 month period following a “change of control” (as defined in Mr. Sawyer’s employment agreement), the employment of Mr. Sawyer is terminated under the circumstances described in the above paragraph and, within 60 days following his termination, Mr. Sawyer executes a waiver and release of claims in our favor, Mr. Sawyer is entitled to receive (i) a lump sum payment equal to 24 months of his highest

base salary rate in effect during the employment period, payable pursuant to our regular payroll procedures, (ii) a lump sum payment equal to 200% of the greater of his target annual bonus for the year of termination or for the year of the change in control, payable pursuant to our regular payroll procedures, (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to 24 months, and (iv) vesting acceleration of 100% with respect to any outstanding equity awards held by him on the date of his termination (with performance-based awards vesting based on achievement of target levels of performance).

Additionally, if, within the 3 month period prior to or the 12 month period following a “change of control” (as defined in Mr. Sawyer’s employment agreement), the employment of Mr. Sawyer is terminated under the circumstances described in the above paragraph and, within 60 days following his termination, Mr. Sawyer executes a waiver and release of claims in our favor, Mr. Sawyer is entitled to receive (i) a lump sum payment equal to 24 months of his highest base salary rate in effect during the employment period, payable pursuant to our regular payroll procedures, (ii) a lump sum payment equal to 200% of the greater of his target annual bonus for the year of termination or for the year of the change in control, payable pursuant to our regular payroll procedures, (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to 24 months, and (iv) vesting acceleration of 100% with respect to any outstanding equity awards held by him on the date of his termination (with performance-based awards vesting based on achievement of target levels of performance).

As defined in Mr. Sawyer’s employment agreement, “cause” means (i) Mr. Sawyer’s conviction of, or plea of nolo contendere to, any felony; (ii) his commission of any act of fraud with respect to the Company, (iii) any intentional misconduct that has a materially adverse effect upon the Company’s business, (iv) his breach of any of his fiduciary obligations as an officer of the Company, (v) his willful misconduct or gross negligence in the performance of his duties under his employment agreement, including his refusal to comply in any material respect with the legal directives of the board of directors so long as such directives are not inconsistent with his position and duties, (vi) his death or permanent disability, or (vii) his material violation of any of the Company’s policies and procedures.

As defined in Mr. Sawyer’s employment agreement, “good reason” means Mr. Sawyer’s resignation within 30 days following expiration of any cure period as discussed below and following the occurrence of one or more of the following, without Mr. Sawyer’s written consent: (i) a material reduction in Mr. Sawyer’s job duties, responsibilities and requirements inconsistent with his position with the Company and his prior duties, responsibilities and requirements in effect prior to such reduction, provided, however, that a reduction in job duties, responsibilities and requirements by virtue of the Company being acquired and made part of a larger entity will not constitute good reason; (ii) a material reduction of his base salary (other than in connection with a general decrease in base salaries or target bonuses for most similarly-situated employees); or (iii) his refusal to relocate the principal place for performance of Company duties to a location more than 50 miles from the Company’s then-present location. Mr. Sawyer will not resign for good reason without first providing us with written notice of the acts or omissions constituting the grounds for good reason within 60 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.

In the event any payment to Mr. Sawyer pursuant to his employment agreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), Mr. Sawyer will receive such payment as would entitle him to receive the greatest after-tax benefit, even if it means that we pay him a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

Susan Martin

We entered into an offer letter agreement with Ms. Martin on May 25, 2015. Pursuant to the offer letter agreement, Ms. Martin will serve as our Vice President of Marketing on an “at will” basis. Ms. Martin’s offer letter agreement provides for a base salary of $250,000, eligibility to receive an annual performance bonus with the target amount determined as 40% of Ms. Martin’s annual base salary, and eligibility to participate in employee benefit or group insurance plans maintained from time to time by us.

Pursuant to the offer letter agreement of Ms. Martin, if we terminate the employment of Ms. Martin without “cause” or Ms. Martin experiences an “involuntary

termination” (as such terms are defined in Ms. Martin’s offer letter agreement), and, within 60 days following her termination, Ms. Martin executes a waiver and release of claims in our favor, Ms. Martin is entitled to receive severance in an amount equal to 3 months’ salary.

Additionally, if, within the 1 month period prior to or the 12 month period following a “change of control” (as defined in the 2015 Equity Incentive Plan), the employment of Ms. Martin is terminated under the circumstances described in the above paragraph and, within 60 days following her termination, Ms. Martin executes a waiver and release of claims in our favor, Ms. Martin is entitled to receive (i) continuing payments of salary severance for 6 months, payable pursuant to our regular payroll procedures, (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for her and her respective dependents for up to 6 months, and (iii) vesting acceleration of 100% with respect to any outstanding stock options held by her on the date of her termination.

As defined in Ms. Martin’s offer letter agreement, “cause” means (i) Ms. Martin’s conviction of any felony; (ii) her commission of any action of fraud with respect to the Company; (iii) her intentional misconduct that has a materially adverse effect upon the Company’s business; (iv) her willful breach of any her fiduciary obligations as an officer or director of the Company; or (v) her willful misconduct or gross negligence in performance of her duties under her offer letter agreement, including her refusal to comply in any material respect with the legal directives of the board of directors, so long as such directives are not inconsistent with her position and duties.

As defined in Ms. Martin’s offer letter agreement, “involuntary termination” means Ms. Martin’s departure from the Company other than for cause or her voluntary termination within 60 days following her knowledge of any of the following occurrences, to which she has not expressly consented in writing: (i) a material reduction or change in job duties, responsibilities, and requirements; (ii) a material reduction of her base salary or target bonus (other than in connection with a general decrease in base salaries or target bonuses for most similarly-situated employees); or (iii) her refusal to relocate the principal place for performance of the Company’s duties to a location more than 40 miles from the Company’s current location.

Pursuant to the offer letter agreement of Ms. Martin, Ms. Martin received an incentive stock option to

purchase 91,328 shares of the Company’s common stock. This option will vest as to 20% of the shares subject to the option on the 1 year anniversary of the vesting start date, and one sixtieth of the shares subject to the option will vest each month thereafter, subject to Ms. Martin’s continued employment with the Company through each vesting date.

Further, in connection with Ms. Martin’s relocation from Ohio to the San Francisco Bay Area, the Company will reimburse Ms. Martin for the reasonable relocation expenses she incurs or will pay such expenses directly, up to a maximum of $30,000, subject to submission and approval by the Company of reasonable supporting documentation of such expenses. If Ms. Martin’s employment terminates within the 1 year period following the date of her relocation, she will be required to reimburse the Company for 100% of the relocation expenses paid or reimbursed by the Company.

In connection with her ceasing to be an employee of the Company, subject to Ms. Martin signing a separation agreement and release of claims in favor of the Company, in lieu of any other severance benefits, Ms. Martin will receive a lump sum severance payment equal to 6 months’ base salary, reimbursement of COBRA premiums for six months, and the Company will not require Ms. Martin to repay certain relocation expenses that it has reimbursed her to date.

James H. Mackaness

We entered into an employment agreement with Mr. Mackaness that took effect on July 24, 2015. Pursuant to the agreement, Mr. Mackaness will serve as our Chief Financial Officer on an “at will” basis. Mr. Mackaness’s employment agreement provides for a base salary of $325,000, eligibility to receive an annual performance bonus with the target amount determined as 40% of Mr. Mackaness’ annual base salary, and eligibility to participate in employee benefit or group insurance plans maintained from time to time by us.

Pursuant to the employment agreement of Mr. Mackaness, if we terminate the employment of Mr. Mackaness other than for death, “disability,” or “cause” or Mr. Mackaness resigns for “good reason” (as such terms are defined in Mr. Mackaness’s employment agreement), and, within 60 days following his termination, Mr. Mackaness executes a waiver and release of claims in our favor and resigns from all positions he may hold as an officer or director, Mr. Mackaness is entitled to receive (i) continuing

payments of his highest base salary rate in effect during the employment period for a period of 9 months, payable pursuant to our regular payroll procedures, (ii) an amount equal to Mr. Mackaness’ target annual bonus for the year of termination, payable in accordance with our regular payroll procedures, and (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to 9 months.

Additionally, if, within the 3 month period prior to or the 12 month period following a “change of control” (as defined in Mr. Mackaness’s employment agreement), the employment of Mr. Mackaness is terminated under the circumstances described in the above paragraph and, within 60 days following his termination, Mr. Mackaness executes a waiver and release of claims in our favor and resigns from all positions he may hold as an officer or director, Mr. Mackaness is entitled to receive (i) a lump sum payment equal to 18 months of his highest base salary rate in effect during the employment period, payable pursuant to our regular payroll procedures, (ii) a lump sum payment equal to 150% of the greater of his target annual bonus for the year of termination or for the year of the change in control, payable pursuant to our regular payroll procedures, (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to 18 months, and (iv) vesting acceleration of 100% with respect to any outstanding equity awards held by him on the date of his termination (with performance-based awards vesting based on achievement of target levels of performance).

As defined in Mr. Mackaness’ employment agreement, “cause” means (i) Mr. Mackaness’ conviction of, or plea of nolo contendere to, any felony; (ii) his commission of any act of fraud with respect to the Company, (iii) any intentional misconduct that has a materially adverse effect upon the Company’s business, (iv) his breach of any of his fiduciary obligations as an officer of the Company, (v) his willful misconduct or gross negligence in the performance of his duties under his employment

agreement, including his refusal to comply in any material respect with the legal directives of the board of directors so long as such directives are not inconsistent with his position and duties, (vi) his death or permanent disability, or (vii) his material violation of any of the Company’s policies and procedures.

As defined in Mr. Mackaness’ employment agreement, “good reason” means Mr. Mackaness’ resignation within 30 days following expiration of any cure period as discussed below and following the occurrence of one or more of the following, without Mr. Mackaness’ written consent: (i) a material reduction in Mr. Mackaness’ job duties, responsibilities and requirements inconsistent with his position with the Company and his prior duties, responsibilities and requirements in effect prior to such reduction, provided, however, that a reduction in job duties, responsibilities and requirements by virtue of the Company being acquired and made part of a larger entity will not constitute good reason; (ii) a material reduction of his base salary (other than in connection with a general decrease in base salaries or target bonuses for most similarly-situated employees); or (iii) his refusal to relocate the principal place for performance of Company duties to a location more than 50 miles from the Company’s then-present location. Mr. Mackaness will not resign for good reason without first providing us with written notice of the acts or omissions constituting the grounds for good reason within 60 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.

In the event any payment to Mr. Mackaness pursuant to his employment agreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), Mr. Mackaness will receive such payment as would entitle him to receive the greatest after-tax benefit, even if it means that we pay him a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

We provided our Named Executive Officers and other employees an opportunity to receive formula-based incentive payments under our 2015 Executive Bonus Plan. The payment was based on a target incentive amount equal to a percentage of the participating employee’s base salary, which in the case of Mr. Sawyer was 80% of his base salary and in the case of Ms. Martin and Mr. Mackaness was 40% of their base salaries.

The 2015 Executive Bonus Plan was established by our board of directors in early 2015, and provides for non-equity incentive compensation based upon our achievement of performance goals for 2015. Following our public offering, the 2015 Executive Bonus Plan became a sub-plan under, and subject to the terms and conditions of, our Executive Incentive Compensation Plan. The actual incentive payments had two components: financial goals and product goals, with financial goals being weighted more heavily. We keep the target levels for these financial and product goals confidential for both operational and competitive reasons.

The financial goals had two components: quarterly revenue and annual EBIDTA goals, with quarterly revenue goals being weighted more heavily. The quarterly revenue component included a minimum threshold level of achievement. If we exceeded the quarterly revenue target, our participating employees would be eligible to receive a payment of up to 140% of the portion of the incentive payment allocated to the revenue component. If we achieved quarterly EBITDA that was equal to or greater than our quarterly EBITDA target, then our participating employees would receive 100% of that component.

The product development goals had ten components, each weighted evenly. The first, second and third quarters of 2015 each contained two product development goals, whereas the fourth quarter of 2015 contained four product development goals. If we failed to meet a product development goal, the participating employee would receive no portion of the target incentive payment allocated to that component. If we achieved a product development goal, then our participating employees would receive 100% of the target incentive payment allocated to that component.

We describe below transactions and series of similar transactions, since January 1, 2015, to which we were a party or will be a party, in which:

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which are described where required under “Director Compensation” and “Executive Compensation.”

In February 2014, we entered into a loan agreement with HealthCare Royalty Partners, or HCRP, a holder of more than 5% of our capital stock, for an aggregate principal amount of up to $15.0 million in two separate tranches. We drew down the first tranche of $10.0 million upon execution of the loan agreement and the second tranche of $5.0 million in March 2015. Interest is payable quarterly at a fixed rate of 12.5% per annum with interest-only payments to be made from the effective date of the loan until March 31, 2017. Thereafter, we will make principal and interest

payments until the maturity of the loan on December 31, 2020. We are permitted to make a voluntary prepayment in full, but not in part, prior to December 31, 2020, which prepayment must be made together with accrued and unpaid fixed interest on the amount prepaid and any additional amounts due in respect thereof, including an additional percentage of the aggregate loan amount or outstanding principal amount, depending on the date of prepayment. The prepayment amounts are as follows:

In February and March 2015, we issued an aggregate of 1,596,212 shares of our Series F convertible preferred stock at a price per share of $14.3449. The shares of Series F convertible preferred stock converted into shares of common stock on a 1-to-1.0469621828 basis upon the completion of our initial public offering, based on the initial public

offering price of $12.00 per share. The table below sets forth the number of shares of Series F convertible preferred stock sold to our directors, executive officers or holders of more than 5% of any class of our capital stock:

We are party to an amended and restated investor rights agreement with certain holders of our common stock, including entities with which certain of our

directors are affiliated. The investor rights agreement includes demand registration rights, short-form registration rights and piggyback registration rights.

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our amended and restated certificate of incorporation and amended and

restated bylaws require us to indemnify our directors, executive officers to the fullest extent permitted by Delaware law.

The audit committee of our board of directors has the primary responsibility for reviewing and approving transactions with related parties. The audit committee of our board of directors has the primary responsibility

for reviewing and approving transactions with related parties. Our audit committee charter provides that the audit committee shall review and approve in advance any related party transactions.

Under Section 16(a) of the Securities Exchange Act of 1934, directors, executive officers and beneficial owners of 10% or more of our common stock, or reporting persons, are required to report to the SEC on a timely basis the initiation of their status as a reporting person and any changes with respect to their beneficial ownership of our common stock. Based solely on our review of copies of such forms that we have received, or written representations from reporting persons, we believe that during the fiscal

year ended December 31, 2015, all executive officers, directors and greater than 10% stockholders complied with all applicable SEC filing requirements, with the exception noted below:

Proposals of stockholders intended to be presented at our annual meeting of stockholders to be held in 2017 must be received by us no later than December 9, 2016 in order to be included in our proxy statement and form of proxy relating to that meeting. These proposals must comply with the requirements as to form and substance established by the SEC for such proposals in order to be included in the proxy statement.

Under our amended and restated bylaws, a stockholder who wishes to make a proposal at the 2017 annual meeting without including the proposal in our proxy statement and form of proxy relating to that meeting must notify us no earlier than the close of business on January 23, 2017 and no later than the close of business on February 22, 2017. Our amended and restated bylaws specify certain requirements regarding the form and content of such a notice.

A copy of our Annual Report has been posted on www.invuity.com, along with this Proxy Statement, each of which is accessible by following the instructions in the Notice. Any person who was a beneficial owner of our common stock on the record date may request a copy of our Annual Report, and it will be furnished without charge upon receipt of a

written request identifying the person so requesting an Annual Report as a stockholder of the Company at such date. Requests should be directed in writing to Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer, or by telephone to (415) 655-2100.

SEC rules permit companies, brokers, banks or other agents to deliver a single copy of a proxy statement and annual report to households at which two or more stockholders reside. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources. Stockholders sharing an address who have been previously notified by their broker, bank or other agent and have consented to householding will receive only one copy of our proxy statement and annual report.

If you would like to opt out of this practice for future mailings and receive separate proxy statements and annual reports for each stockholder sharing the same address, please contact your broker, bank or other

agent. You may also obtain a separate proxy statement or annual report without charge by contacting us at Invuity, Inc., 444 De Haro Street, San Francisco, CA 94107, Attention: Chief Financial Officer; or by telephone to (415) 655-2100. We will promptly send additional copies of the proxy statement or annual report.

Stockholders sharing an address that are receiving multiple copies of the proxy statement or annual report can request delivery of a single copy of the proxy statement or annual report by contacting their broker, bank or other intermediary or by contacting us as indicated above.