DEF 14A of RxSight, Inc., Apr 25, 2024

DEF 14A of RxSight, Inc.

Filed Apr 25, 2024 · FY20230000950170-24-048381

Open on EDGAR

  1. TABLE OF CONTENTS

    | 2023 Bonus Plan | 29 | | Outstanding Equity Awards at Fiscal Year-End | 30 | | Employment Arrangements With Our Named Executive Officers | 31 | | Potential Payments upon Termination or Change in Control | 32 | | 401(k) Plan | 33 | | Equity Compensation Plan Information | 33 | | PAY VERSUS PERFORMANCE | 34 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 39 | | Participation in February 2023 Public Offering | 39 | | Payments to Praxis | 39 | | Indemnification Agreements | 39 | | Equity Grants to Executive Officers and Directors | 40 | | OTHER MATTERS | 40 | | Fiscal Year 2023 Annual Report and SEC Filings | 40 |

  2. Director Nominees

    Director Nominees Julie B. Andrews. Ms. Andrews has served as a member of our Board since August 2021, at which time she was nominated to serve as the Chairperson of the Audit Committee. Ms. Andrews has over twenty years’ experience in senior finance leadership roles with leading medical technology companies and brings a broad skill set in executing strategic initiatives and leading global finance organizations. Ms. Andrews currently serves as the Chief Financial Officer for Orthofix Medical, a leading global spine and orthopedics company. Previously, Ms. Andrews served as the Chief Financial Officer for Smart Wires Technology LTD. a clean technology company focused on digitalizing and modernizing the electrical grid from September 2021 to April 2023. From August 2019 to December 2020, Ms. Andrews held the position of Senior Vice President, Global Finance with Wright Medical Group N.V. (NASDAQ:WMGI) with responsibility for the finance, accounting, tax and treasury functions. During her time at Wright Medical, Ms. Andrews played key leadership roles in several successful mergers and acquisitions. These included leading the divestiture and carve-out of the approximately $300 million sale of the hip and knee business to Microport, providing leadership oversight for Wright Medical’s $3.3 billion in equity value acquisition of Tornier, N.V., and leading the diligence and integration planning of the sale of Wright Medical to Stryker Corporation (NYSE:SYK). Ms. Andrews was Vice President, Chief Accounting Officer from May 2012 to September 2019 of Wright Medical Group N.V. (f.k.a. Wright Medical Group Inc.). Prior to joining Wright Medical, Ms. Andrews spent fourteen years at Medtronic, Inc., (NYSE:MDT) a global medical device company. During her tenure with Medtronic, Ms. Andrews held numerous key financial positions including Vice President, Finance (Business Unit CFO) for the $3.5 billion Spine and Biologics business. Ms. Andrews began her career working with Thomas & Betts Corporation in Memphis, Tennessee and Thomas Havey, LLP in Chicago, Illinois. Ms. Andrews is currently on the board of directors of Priveterra (NASDAQ:PMGM), a healthcare focused special acquisition corporation and serves as the chair of their audit committee. Ms. Andrews received a BS in Accounting from Indiana University NW. We believe that Ms. Andrews is qualified to serve on our Board due to her financial experience in the healthcare industry. Robert J. Palmisano. Mr. Palmisano has served on our Board since August 2021, at which time he was nominated to serve as the Chairperson of the Compensation Committee. Mr. Palmisano served as President and Chief Executive Officer, and as the Executive Director of the Board of Directors and Board Member of Wright Medical Group N.V. in connection with the merger of Wright Medical Group, Inc. (NASDAQ:WMGI) and Tornier N.V. from October 2015 until it was acquired by Stryker Corporation (NYSE:SYK) in November 2020. Mr. Palmisano also served as President and Chief Executive Officer of Wright Medical Group, Inc. from September 2011 to October 2015, and President and Chief Executive Officer of ev3 Inc. from April 2008 to July 2010, when it was acquired by Covidien plc. Mr. Palmisano was President and Chief Executive Officer of IntraLase Corp. (NASDAQ:ILSE) from April 2003 to April 2007, when it was acquired by Advanced Medical Optics (NYSE:EYE), Inc. Before joining IntraLase, Mr. Palmisano was President and Chief Executive Officer of MacroChem Corporation (OTCBB:MCHM) from April 2001 to April 2003. Earlier in his career, he served as President and Chief Executive Officer of Summit Technology, Inc. (NASDAQ:BEAM) until it was acquired by Alcon, Inc. (NYSE:ALC). Mr. Palmisano has served as Chairman of the Board of Priveterra Acquisition Corp. (NASDAQ:PMGMU) from December 2020 to present and serves on the Providence College Board of Trustees Emeritus. Mr. Palmisano previously served as the Chairman of the Board of Avedro, Inc., (acquired by Glaukos, Inc. (NYSE:GKOS) and on the board of directors of ev3 Inc., (NASDAQ:EVVV), Osteotech, Inc. (NASDAQ:OSTE) (acquired by Medtronic, Inc. (NYSE:MDT)) and Abbott Medical Optics, Inc., (acquired by Johnson & Johnson (NYSE:JNJ)) all publicly held companies, and Bausch & Lomb, a privately held company. Mr. Palmisano holds a B.A. in Political Science from Providence College. We believe Mr. Palmisano is qualified to serve on our Board because of his extensive experience leading and serving on the Board of medical device companies. Tamara R. Fountain, M.D. Dr. Fountain joined our board of directors in January 2022, at which time she was nominated to serve as a member of the Audit Committee. Dr. Fountain served as the 2021 President of the American Academy of Ophthalmology, the world’s largest association of eye physicians and surgeons and was named to the board of directors of the American Board of Ophthalmology in January 2022, where she serves on the Audit, Finance and Credentialing Committees. Dr. Fountain was elected to the board of Sight Sciences (NASDAQ:SGHT) in July 2022. She has been on faculty at Rush University Medical Center in Chicago since May 1998 where she is professor of ophthalmology and section chair emeritus of ophthalmic plastic and reconstructive surgery. She has maintained a private practice, Ophthalmology Partners, Ltd., on Chicago’s North Shore since December 2000. Dr. Fountain was chair for Alumni Fund Giving at Harvard Medical School from January 2016 to June 2019 and served as President of the American Society of Ophthalmic Plastic and Reconstructive Surgery in 2018. She served 15 years on the board of directors of Ophthalmic Mutual Insurance Company, the largest, by market share, professional liability insurer of ophthalmologists in the United States. At the end of her term, Dr. Fountain was elected OMIC’s first woman chair of the Board and chair of the Audit Committee, serving January 2014 to December 2015. She was President of the Illinois Society of Eye Physicians and Surgeons January 2002 to December 2005. Dr. Fountain received her BA in Human Biology from Stanford University in 1984, her MD from Harvard Medical School in 1988 and in 1992, completed her residency in ophthalmology at Johns Hopkins Hospital’s Wilmer Eye Institute. We believe Dr. Fountain is qualified to serve on the Board because of her experience as a practicing ophthalmologist and her leadership roles in the ophthalmology field.

  3. Continuing Directors

    Continuing Directors Ron Kurtz, M.D. Dr. Kurtz has served as our President and Chief Executive Officer, as well as on our board since 2016. Prior to joining RxSight, he co-founded and served as President and Chief Executive Officer of LenSx Lasers, Inc. He became General Manager of Alcon LenSx, Inc after the company was acquired by Alcon Inc. (NYSE:ALC) in 2010. Dr. Kurtz previously co-founded IntraLase Corp. (NASDAQ:ILSE) serving as its initial President & CEO and then in other senior leadership positions. IntraLase became a publicly held NASDAQ-listed company in 2004 and was acquired by Advanced Medical Optics, Inc. (NYSE:AMO) in 2007. Dr. Kurtz has served on the faculty of both the University of California, Irvine, and the University of Michigan. He earned his B.A. in Biochemistry from Harvard College and his M.D. from the University of California, San Diego. We believe that Dr. Kurtz is qualified to serve on our Board due to his leadership track record, his experience as an ophthalmologist, and his service as our Chief Executive Officer and President. J. Andy Corley. Mr. Corley has served as a member of our Board since January 2015 and has served as our Chairman of the Board of Directors since July 2015, as a member of Compensation Committee since January 2015 and as a member of the Governance Committee since July 2021. Mr. Corley has also served as a board member of Neurolenses, Inc. since 2012, where he currently serves as Chairman of the Board, and has been a partner at Flying L Partners since 2016. Mr. Corley co-founded eyeonics, Inc. in 1998 and served as its Chief Executive Officer and Chairman of the Board until the company was sold to Bausch & Lomb, Inc. in February 2008. Mr. Corley then served as President of the Surgical Division at Bausch & Lomb following its acquisition of eyeonics, Inc from 2008 to 2011. Mr. Corley also co-founded Chiron Vision Corp., a company focused on the development of LASIK, in 1987 and served as General Manager of the Refractive Surgery Division until December 1997. Mr. Corley received a Bachelor of Business Administration degree from Georgia Southern University. We believe Mr. Corley is qualified to serve on our Board because of his experience in leading and investing in medical device companies. Juliet Tammenoms Bakker. Ms. Tammenoms Bakker has served as a member of our Board since June 2015. Ms. Tammenoms Bakker co-founded Longitude Capital, a healthcare venture capital firm, where she has served as a Managing Director since 2006. Prior to Longitude, Ms. Tammenoms Bakker served as a Managing Director of Pequot Ventures, where she founded the life sciences investment practice. Ms. Tammenoms Bakker currently serves on the boards of directors of multiple privately held healthcare companies. Ms. Tammenoms Bakker previously served on the boards of directors of over twenty companies including Eargo, Inc. (NASDAQ:EAR), Axonics Modulation Technologies, Inc. (NASDAQ:AXNX), and Venus Concept Inc. (NASDAQ:VERO). Ms. Tammenoms Bakker holds an M.P.A. from the Harvard Kennedy School and a B.Sc. from the College of Agriculture and Life Sciences at Cornell University, or CALS, where she is a member of the CALS Advisory Council. We believe Ms. Tammenoms Bakker is qualified to serve on our Board due to her extensive experience as an investor in medical technology companies and as a member of the boards of directors of multiple public and private companies. William J. Link, Ph.D. Dr. Link has served as a member of our Board since November 2016 and has served as a member of the Compensation Committee from November 2016 to July 2021 and as a member of the Audit Committee from July 2021 to February 2024. Dr. Link formed Flying L Management, LLC in 2017 and is the Managing Partner. Dr. Link has served as a managing director and cofounder of Versant Ventures Management LLC, a venture capital firm investing in early stage healthcare companies, since 1999. He has served as a member of the board of directors of Lensar, Inc. since November 2017 and Tarsus Pharmaceuticals, Inc. (NASDAQ:TARS) since January 2017. Prior to co-founding Versant Ventures in November 1999. Dr. Link was a general partner at Brentwood Venture Capital from 1998 to 2020. From March 1986 to December 1997, Dr. Link was founder, chairman, and chief executive officer of Chiron Vision Corp. He also founded and served as President of American Medical Optics, Inc. (AMO) a division of American Hospital Supply Corporation, (acquired by Allergan, Inc., which was acquired by AbbVie (NYSE:ABBV) from 1978 to 1985. Dr. Link served as a director of Advanced Medical Optics, Inc. from September 2002 to February 2009, a director of Inogen, Inc. (NASDAQ:INGN) from July 2003 to February 2014, a director of Second Sight Medical Products, Inc. from August 2003 to May 2020, a director of Edwards Lifesciences Corp. (NYSE:EW) from May 2009 to May 2021, a director of Glaukos, Inc. (NYSE:GKOS) from June 2001 to December 2021, and a director of Oyster Point Pharma, Inc. (acquired by Viatris Inc. (NASDAQ:VTRS) from July 2015 to March 2022. Dr. Link also served as an assistant professor in the Department of Surgery at the Indiana University School of Medicine from 1973 to 1976. Dr. Link received a B.S., M.S., and a Ph.D. in mechanical engineering from Purdue University. We believe Dr. Link is qualified to serve on our Board because of his experience in leading and investing in medical device companies. Robert Warner. Mr. Warner has served as a member of our Board since August 2021, at which time he was nominated to serve as a member of the Compensation Committee and the chair of the Governance Committee. Mr. Warner served as President and General Manager of Alcon Vision Care Franchise Alcon Laboratories (NYSE:ALC) from August 2015 until February 2018. Prior to that, Mr. Warner served as President, U.S. and Canada, for Alcon from January 2012 to July 2015 and as President, Canada and Latin America, for Alcon from November 2010 to January 2012. From January 2005 to October 2010, Mr. Warner served in increasing positions of responsibility for Alcon. Mr. Warner was a member of the Alcon Executive Leadership Team for over 10 years and led the Alcon transition from Nestle (OTCMKTS:NSRGY) to Novartis (NYSE:NVS) majority ownership. Mr. Warner currently serves on the board of directors of two private medical device companies, i Lumen Scientific and EyeYon Medical (serving as Chairman for the latter), and is also a board member of Inari Medical (serving as a member of the Audit Committee) (NASDAQ:NARI) and a nonprofit organization, GRACE, the Grapevine Relief and Community Exchange. Mr. Warner holds a B.S. in Chemistry from Pace University and an MBA from Rutgers University. We believe Mr. Warner is qualified to serve on our Board because of his extensive experience leading and serving on the Board of medical device companies.

  4. Continuing Directors

    Shweta Singh Maniar. Ms. Maniar joined our Board in December 2021, at which time she was nominated to serve as a member of the Governance Committee. Since July 2018, Ms. Maniar has served as Global Leader, Healthcare & Life Sciences Solutions & Strategy at Google, where she leads vision, strategy, and execution of Google Cloud's industry product strategy and go-to-market model. Prior to joining Google (Alphabet, Inc.) (NASDAQ:GOOG), from November 2013 to June 2018, Ms. Maniar contributed as an executive at Genentech, where she led market growth strategies relevant to technology accelerators for therapies and diagnostics. For more than a year previously, she served as Director for the Center of Minimally Invasive Therapeutics at Summa Health. Earlier in her career, Ms. Maniar spent several years in a research capacity at the Cleveland Clinic and the Austen BioInnovation Institute in Akron, where she was primarily focused on medical devices and minimally invasive therapeutics. She currently serves on the board of directors of Orthofix Medical Inc. (NASDAQ:OFIX). Ms. Maniar holds a B.A. in Economics from the University of California, San Diego. We believe Ms. Maniar is qualified to serve on our Board because of her leadership experience and her business, operations and strategy experience with healthcare companies.

  5. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Governance Committee (or for purposes of this section, the “committee”) will use established procedures to identify and evaluate any individual recommended or offered for nomination to the Board. The committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the committee from other sources. In its evaluation of director candidates, including the members of the Board eligible for re-election, the committee will consider the following: current size and composition of the board and the needs of the board and the respective committees of the board; such factors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like, evaluated among others factors and not assigned any particular weighting or priority; and other factors that the committee may consider appropriate. The committee requires the following minimum qualifications to be satisfied by any nominee for a position on the board: the highest personal and professional ethics and integrity; proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; skills that are complementary to those of the existing board; the ability to assist and support management and make significant contributions to the Company’s success; and an understanding of the fiduciary responsibilities that are required of a member of the board and the commitment of time and energy necessary to diligently carry out those responsibilities. If the committee determines that an additional or replacement director is required, the committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the board or management. The committee may propose to the board a candidate recommended or offered for nomination by a stockholder as a nominee for election to the board. Our Governance Committee considers the suitability of each director candidate, including current directors, in light of the current size and composition of our board. Although our Board does not maintain a specific policy with respect to board diversity, our Board believes that our Board should be a diverse body, and our Governance Committee considers a broad range of backgrounds and experiences. In addition, we intend to satisfy applicable laws and regulations regarding board composition. In making determinations regarding nominations of directors, our Governance Committee may take into account the benefits of diverse viewpoints. Our Governance Committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our Governance Committee recommends to our full Board the director nominees for selection.

  6. Outside Director Compensation Policy

    Outside Director Compensation Policy Under our Outside Director Compensation Policy, each non-employee director will be eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards under our outside director compensation policy. Our Board will have the discretion to revise non-employee director compensation as it deems necessary or appropriate. The Outside Director Compensation Policy was last amended in December 2023. In December 2023, our Board, upon recommendation of our Compensation Committee, amended our Outside Director Compensation Policy, effective January 1, 2024 to increase the cash compensation for services as board member from $45,000 per year to $50,000 per year. Cash Compensation. For the 2023 fiscal year, all non-employee directors were eligible to receive the following cash compensation for their services: • $45,000 per year for services as a board member; • $50,000 per year additionally for service as non-executive chair of the Board; • $30,000 per year additionally for service as lead director of the Board; • $10,000 per year additionally for service as chair of the Audit Committee; • $10,000 per year additionally for service as an Audit Committee member; • $7,500 per year additionally for service as chair of the Compensation Committee; • $7,500 per year additionally for service as a Compensation Committee member; • $5,000 per year additionally for service as chair of the Governance Committee; and • $5,000 per year additionally for service as a Governance Committee member. Notwithstanding the foregoing, if our Board or any one committee of our Board meets in excess of 8 times in a year (measured from annual meeting to annual meeting), such non-employee directors will be provided a fee of $1,500 for each additional meeting attended. Each annual cash retainer and additional annual fee will be paid quarterly in arrears on a prorated basis. Equity Compensation. Non-employee directors will be eligible to receive all types of awards (except incentive stock options) under the 2021 Equity Incentive Plan (the “2021 Plan”) (or the applicable equity plan in place at the time of grant), including discretionary awards not covered under the outside director compensation policy. Nondiscretionary, automatic grants of restricted stock units are made to our non-employee directors as follows: Initial RSU Grant. Each person who first becomes a non-employee director automatically will be granted an award of restricted stock units, or an Initial Award, covering a number of shares of our common stock having a value of $217,500, with any resulting fraction rounded down to the nearest whole share. The Initial Award will be granted automatically on the first trading day on or after the date on which such individual first becomes a non-employee director, or the Initial Start Date, whether through election by our stockholders or appointment by our board to fill a vacancy. If an individual was a member of our board and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an Initial Award. Each Initial Award will be scheduled to vest as follows: 1/3rd of the restricted stock units subject to the Initial Award will be scheduled to vest on each annual anniversary of the Initial Start Date (or, if there is no corresponding day in the applicable month, then the last day of such month), in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. Annual RSU Grant. Each non-employee director automatically will be granted an award of restricted stock units, or an Annual Award, with a value of $150,000 on the date of each annual meeting of our Board, or the Annual Meeting; provided that the first Annual Award granted to an individual who first becomes a non-employee director following the effective date of the policy will have a value equal to the product of (A) $150,000 multiplied by (B) a fraction, (i) the numerator of which is the number of fully completed months between the applicable Initial Start Date and the date of the first Annual Meeting to occur after such individual first becomes a non-employee director, and (ii) the denominator of which is 12; provided further that any resulting fraction with respect to an Annual Award shall be rounded down to the nearest whole share underlying the restricted stock unit. Each Annual Award will be scheduled to vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the next Annual Meeting following the grant date, in each case, subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. The “value” for the Initial Awards and Annual Awards described above means the fair value on the date of grant for full-value shares and the grant fair value calculated in accordance with a Black-Scholes valuation model for stock options, in accordance with U.S. generally accepted accounting principles, or such other methodology our Board or Compensation Committee may determine. In the event of a change in control, as such term is defined in the 2021 Plan, each non-employee director will fully vest in his or her outstanding equity awards, including any Initial Awards and Annual Awards, provided that the non-employee director continues to be a non-employee director through the date of the change in control. Additionally, in the event of a non-employee director’s death or termination due to disability, such non-employee director will fully vest in his or her outstanding equity awards as of immediately prior to the non-employee director’s death or termination due to disability. Pursuant to our outside director compensation policy, no non-employee director may be issued, in any fiscal year, cash retainers or fees and equity awards with an aggregate value greater than $500,000, increased to $1,000,000 for the fiscal year an individual initially becomes a member of our Board. Other than as set forth in the table below, we did not pay any other compensation to any of our non-employee directors in 2023. We also reimburse our directors for expenses associated with attending meetings of our Board and its committees.

  7. Director Compensation

    Director Compensation The following table presents the total compensation that each of our non-employee directors received during the year ended December 31, 2023. See “Executive Compensation” for a discussion of compensation paid to Dr. Kurtz, our Chief Executive Officer. Dr. Kurtz receives no additional compensation for serving on our Board.

  8. Director Compensation

    | | Cash | Stock | Option | All other | | | Name | Compensation ($) (1) | Awards ($) (2) (3) | Awards ($) | Compensation ($) | Total ($) | | J. Andy Corley (4) | 107,500 | 149,980 | — | — | 257,480 | | Julie B. Andrews (5) | 65,000 | 149,980 | — | — | 214,980 | | Juliet Tammenoms Bakker (6) | 60,000 | 149,980 | — | — | 209,980 | | Robert J. Palmisano (7) | 60,000 | 149,980 | — | — | 209,980 | | Robert Warner (8) | 62,500 | 149,980 | — | — | 212,480 | | William J. Link, Ph.D. (9) | 55,000 | 149,980 | — | — | 204,980 | | Shweta Singh Maniar (10) | 50,000 | 149,980 | — | — | 199,980 | | Tamara R. Fountain, M.D. (11) | 55,000 | 149,980 | — | — | 204,980 |

  9. Director Compensation

    (1) Cash compensation earned for Board and committee membership is discussed under the “Outside Director Compensation Policy” heading above. (2) Consists of grants of time based RSUs granted pursuant to our 2021 Plan. These figures reflect the aggregate grant date fair value of awards of restricted stock units granted in the fiscal year, computed in accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation (“Topic 718”). See Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. As of December 31, 2023, J. Andy Corley had outstanding options to purchase a total of 96,805 shares of our common stock and 5,731 shares issuable upon vesting of time-based RSUs. (5) As of December 31, 2023, Julie B. Andrews had 8,280 shares issuable upon vesting of time-based RSUs. (6) As of December 31, 2023, Juliet Tammenoms Bakker had 5,731 shares issuable upon vesting of time-based RSUs. (7) As of December 31, 2023, Robert J. Palmisano had 8,280 shares issuable upon vesting of time-based RSUs. (8) As of December 31, 2023, Robert Warner had 8,280 shares issuable upon vesting of time-based RSUs. (9) As of December 31, 2023, William J. Link, Ph.D. had 5,731 shares issuable upon vesting of time-based RSUs. (10) As of December 31, 2023, Shweta Singh Maniar had 18,529 shares issuable upon vesting of time-based RSUs. (11) As of December 31, 2023, Dr. Fountain had 18,529 shares issuable upon vesting of time-based RSUs.

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board consists of nine members. The number of directors is fixed by our Board, subject to the terms of our certificate of incorporation and bylaws. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. Our certificate of incorporation provides that our Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows: • the Class I directors are Ron Kurtz, M.D., J. Andy Corley, and Juliet Tammenoms Bakker, and their terms will expire at the annual meeting of stockholders to be held in 2025; • the Class II directors are William J. Link, Ph.D., Robert Warner, and Shweta Singh Maniar, and their terms will expire at the annual meeting of stockholders to be held in 2026; and • the Class III directors are Julie B. Andrews, Robert J. Palmisano, and Tamara R. Fountain, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2024. At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our certificate of incorporation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of our company.

  11. Compensation Program and Philosophy

    Compensation Program and Philosophy The primary goal of our executive compensation program is to ensure that we hire and retain talented and experienced executive officers who are motivated to achieve or exceed our short-term and long-term corporate goals. Our compensation philosophy is team-oriented and our success is dependent on what our management team can accomplish together. Therefore, we seek to provide our non-CEO executive officers with comparable levels of base salary, bonuses, and annual equity awards that are based largely on overall company performance. In determining the form and amount of compensation payable to our executive officers, we are guided by the following objectives and principles: • Team-oriented approach to establishing compensation levels; • Compensation should relate to performance; • Equity awards help executive officers think like stockholders; and • Total compensation opportunities should be competitive. Our Board believes that our current executive compensation program has been effective at linking executive compensation to our performance and aligning the interests of our executive officers with those of our stockholders. We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution: “RESOLVED, that the stockholders approve, on an advisory basis in a non-binding vote, the compensation of RxSight, Inc. named executive officers as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the compensation tables and narrative disclosures set forth in the proxy statement relating to RxSight’s 2024 annual meeting of stockholders.”

  12. Summary Compensation Table

    Summary Compensation Table

  13. Summary Compensation Table

    | | | | | Non-Equity | | | | Name and Principal Position (1) | Year | Salary ($) | Option Awards ($)(2) | Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total Compensation ($) | | Ron Kurtz, M.D | 2023 | 633,333 | 1,873,660 | 570,000 | 4,604 | 3,081,597 | | Chief Executive Officer and President, Director | 2022 | 562,500 | — | 457,566 | 5,405 | 1,025,471 | | Shelley Thunen | 2023 | 454,167 | 1,124,196 | 295,208 | 12,848 | 1,886,419 | | Chief Financial Officer | 2022 | 416,667 | — | 223,667 | 11,021 | 651,355 | | Eric Weinberg | 2023 | 454,167 | 889,989 | 295,208 | 13,364 | 1,652,728 | | Chief Commercial Officer | 2022 | 416,667 | — | 214,042 | 8,188 | 638,897 | | Ilya Goldshleger, Ph.D. | 2023 | 454,167 | 1,124,196 | 295,208 | 12,083 | 1,885,654 | | Chief Operating Officer | 2022 | 416,667 | — | 219,313 | 21,833 | 657,813 |

  14. Summary Compensation Table

    (1) RxSight has four named executive officers, each with corporate decision making authority. We have elected to provide compensation information for all four of them even though, due to transitional relief applicable to losing smaller reporting company status as of December 31, 2023 (on which we are relying for this proxy statement), we are only required by SEC rules to disclose compensation for three named executive officers. These figures reflect the aggregate grant date fair value of stock option awards (service-based) granted in the fiscal year, computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 718, Compensation—Stock Compensation — Topic 718. See Note 9 to our financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. With respect to stock option awards, the named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. The bonus amounts listed in this column reflect annual discretionary bonuses, based on performance in 2022 and 2023. The 2023 amounts disclosed represent a bonus under our 2023 bonus plan based upon the achievement of company objectives for the year ended December 31, 2023, which were paid in the first quarter of 2024. Our bonus plans are more fully described below under the section titled “2023 Bonus Plan”. (4) Includes 401(k) matching contributions and with respect to Dr. Goldshleger, an inventor bonus of $3,000 for 2023 and $13,500 for 2022.

  15. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  16. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options: (#) Exercisable | Number of Securities Underlying Unexercised Options: (#) Unexercisable | Option Exercise Price ($) (2) | Option Expiration Date | | Ron Kurtz, M.D. | 3/14/2017(3) | 2,300 | — | $4.34 | 3/13/2027 | | President, Chief Executive Officer and Director | 4/23/2020(3) | 36,300 | 4,036 | $15.08 | 4/22/2030 | | | 3/22/2021(3) | 66,548 | 30,257 | $15.60 | 3/21/2031 | | | 7/30/2021(3) | 204,703 | 134,116 | $16.00 | 7/29/2031 | | | 3/9/2023(3) | 37,500 | 162,500 | $14.95 | 3/8/2033 | | Shelley Thunen | 10/27/2016(4) | 29,040 | — | $4.34 | 10/26/2026 | | Chief Financial Officer | 3/14/2017(3) | 6,657 | — | $4.34 | 3/13/2027 | | | 7/26/2018(3) | 14,520 | — | $18.90 | 7/25/2028 | | | 4/23/2020(3) | 44,365 | 4,036 | $15.08 | 4/22/2030 | | | 3/22/2021(3) | 46,548 | 30,257 | $15.60 | 3/21/2031 | | | 7/30/2021(3) | 59,430 | 38,937 | $16.00 | 7/29/2031 | | | 3/9/2023(3) | 22,500 | 97,500 | $14.95 | 3/8/2033 | | Eric Weinberg | 7/29/2015(5) | 188,002 | — | $3.93 | 7/28/2025 | | Chief Commercial Officer | 3/14/2017(3) | 35,168 | — | $4.34 | 3/13/2027 | | | 4/18/2019(7) | 14,520 | — | $23.04 | 4/17/2029 | | | 4/23/2020(3) | 66,551 | 6,052 | $15.08 | 4/22/2030 | | | 3/22/2021(3) | 66,548 | 30,257 | $15.60 | 3/21/2031 | | | 7/30/2021(3) | 52,826 | 34,611 | $16.00 | 7/29/2031 | | | 3/9/2023(3) | 17,812 | 77,188 | $14.95 | 3/8/2033 | | Ilya Goldshleger, Ph.D. | 10/27/2015(6) | 15,667 | — | $3.93 | 10/26/2025 | | Chief Operating Officer | 7/28/2016(4) | 4,840 | — | $4.13 | 7/27/2026 | | | 10/27/2016(4) | 9,680 | — | $4.34 | 10/26/2026 | | | 3/14/2017(3) | 9,680 | — | $4.34 | 3/13/2027 | | | 4/26/2017(4) | 20,843 | — | $4.13 | 4/25/2027 | | | 1/25/2018(3) | 14,520 | — | $18.90 | 1/24/2028 | | | 7/26/2018(3) | 19,360 | — | $18.90 | 7/25/2028 | | | 4/18/2019(7) | 30,590 | — | $23.04 | 4/17/2029 | | | 4/23/2020(3) | 118,103 | 12,104 | $15.08 | 4/22/2030 | | | 3/22/2021(3) | 66,551 | 30,254 | $15.60 | 3/21/2031 | | | 7/30/2021(3) | 59,430 | 38,937 | $16.00 | 7/29/2031 | | | 3/9/2023(3) | 22,500 | 97,500 | $14.95 | 3/8/2033 |

  17. Outstanding Equity Awards at Fiscal Year-End

    (1) Each of the outstanding options to purchase shares of our common stock was granted pursuant to either our 2015 Equity Incentive Plan, as amended, or the 2021 Equity Incentive Plan. (2) This column represents the exercise price of each award, which is equal to the fair market value of a share of our common stock on the date of grant, as determined by our Board or a committee thereof. (3) The shares underlying this award vest in equal monthly installments over 48 months, such that the entire award is vested over 4 years. The vesting commencement date of this award is the grant date. (4) The shares underlying this award vest 25% after one year after the vesting commencement date and the remainder vesting in equal monthly installments over 36 months, such that the entire award is vested over 4 years. The vesting commencement date of this award is the grant date. This award vested as follows: (i) 16.7% of the shares underlying this award vested on the date of grant; (ii) 8.3% of the shares underlying this award had a vesting commencement date of June 16, 2015 and became fully vested upon pre-market approval of the Company’s LAL by the FDA on or prior to December 31, 2017 (which was achieved in November 2017); and (iii) the remaining 75.0% of the shares underlying this award vested with a vesting commencement date of June 16, 2015 with 25% vesting on the first anniversary of the vesting commencement date and the remainder vesting in equal monthly installments over the remaining 36 months, such that this portion of the award was fully vested over 4 years. The shares underlying this award vest in equal monthly installments over 48 months, such that the entire award is vested over 4 years. This award had a vesting commencement date of September 8, 2015 and vested as follows: 25% vesting on the one year anniversary of the vesting commencement date and the remainder vesting in equal monthly installments over the remaining 36 months, such that the entire option is vested over 4 years. (7) The shares underlying this award vest in equal monthly installments over 24 months, such that the entire award is vested over 2 years. The vesting commencement date of this award is the grant date.

  18. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We entered into a change in control and severance agreement, effective as of July 16, 2021, with each of Dr. Kurtz, Ms. Thunen, Mr. Weinberg and Dr. Goldshleger. Each change in control and severance agreement was approved by our board of directors in July 2021. Pursuant to each applicable named executive officer’s severance agreement, if, within the change in control period beginning on the date a letter of intent or similar agreement is made between us and an acquiror, provided such date occurs no earlier than 9 months prior to a “change in control” (as defined in the applicable agreement), and ending 12 months following a change in control, we terminate the employment of the named executive officer without “cause” or the executive resigns for “good reason” (as such terms are defined in the applicable agreement), and within 60 days following such termination, the named executive officer executes a waiver and release of claims in our favor that becomes effective and irrevocable, the named executive officer will be entitled to receive (i) a lump sum payment equal to the sum of (A) 12 months (18 months with respect to Dr. Kurtz) of the named executive officer’s then current annual base salary and (B) 12 months (18 months with respect to Dr. Kurtz) of the named executive officer’s annual target bonus as in effect in the year of the applicable termination, (ii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA for the named executive officer and his or her respective eligible dependents for up to 12 months (18 months with respect to Mr. Kurtz), and (iii) vesting acceleration as to 100% of the then-unvested shares subject to each of the named executive officer’s then outstanding equity awards (and in the case of awards with performance vesting, unless the applicable award agreement governing such award provides otherwise, all performance goals and other vesting criteria will be deemed achieved at target levels of achievement). Pursuant to each applicable named executive officer’s severance agreement, if, outside of the change in control period, we terminate the employment of the named executive officer without cause (excluding death or disability) or the executive resigns for good reason, and within 60 days following such termination, the named executive officer executes a waiver and release of claims in our favor that becomes effective and irrevocable, the named executive officer will be entitled to receive (i) a lump sum payment equal to the sum of (A) 12 months of the named executive officer’s then current annual base salary and (B) 12 months of the named executive officer’s annual target bonus as in effect in the year of the applicable termination, and (ii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the named executive officer and the officer’s respective eligible dependents for up to 12 months. Pursuant to each applicable named executive officer’s severance agreement, if we experience a change in control, and the named executive officer remains our employee through the date of such change in control, 100% of the then-unvested shares subject to the named executive officer’s then outstanding equity awards will accelerate and fully vest (and in the case of awards with performance vesting, unless the applicable award agreement governing such award provides otherwise, all performance goals and other vesting criteria will be deemed achieved at target levels of achievement). Pursuant to each applicable named executive officer’s severance agreement, in the event any payment to an executive 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), the executive will receive such payment as would entitle the executive to receive the greatest after-tax benefit, even if it means that we pay the executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

  19. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for Ron Kurtz, M.D., our principal executive officer (“PEO”), and the average compensation for our named executive officers other than our PEO (“non-PEO NEOs”) for fiscal years 2023 and 2022 (each a “Covered Year”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC in August 2022. “Compensation actually paid” does not reflect amounts actually realized by our PEO and Non-PEO NEOs and may be higher or lower than amounts, if any, that are actually realized by such individuals. The table below also provides information for each Covered Year regarding our cumulative total shareholder return and our net income.

  20. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Total Shareholder Return ($)(4) | Net Income ($)(5) | | 2023 | 3,081,597 | 11,796,221 | 1,808,267 | 6,263,724 | 358.40 | (48.6) | | 2022 | 1,025,471 | 1,245,648 | 649,355 | 762,518 | 112.62 | (66.8) |

  21. PAY VERSUS PERFORMANCE

    (1) Ron Kurtz, M.D. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  22. PAY VERSUS PERFORMANCE

    | 2022-2023 | | Shelley Thunen | | Eric Weinberg | | Ilya Goldshleger, Ph.D. |

  23. PAY VERSUS PERFORMANCE

    (2) The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation actually paid reflects the following exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. (4) Total shareholder return represents the value (as of the last day of the Covered Year) of a $100 investment made at the close of trading on December 31, 2021, assuming reinvestment of dividends. (5) The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements.

  24. PAY VERSUS PERFORMANCE

    | Fiscal Year | 2023 | 2022 | | Summary Compensation Table Total for PEO ($) | 3,081,597 | 1,025,471 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (1,873,660) | — | | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 5,196,271 | — | | Plus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | 3,697,445 | 130,781 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 709,996 | — | | Plus Change in Fair Value between the Vesting Date and the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Year ($) | 984,572 | 89,396 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | — | — | | Compensation Actually Paid to PEO ($) | 11,796,221 | 1,245,648 |

  25. PAY VERSUS PERFORMANCE

    | Fiscal Year | 2023 | 2022 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 1,808,267 | 649,355 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (1,046,127) | — | | Plus Non-PEO NEO Average Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 2,900,854 | — | | Plus Non-PEO NEO Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | 1,649,593 | 60,319 | | Plus Non-PEO NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 396,411 | — | | Plus Non-PEO NEO Average Year over Year Change in Fair Value between the Vesting Date and the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Year ($) | 554,726 | 52,844 | | Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | — | — | | Average Compensation Actually Paid to Non-PEO NEOs ($) | 6,263,724 | 762,518 |