DEF 14A of RxSight, Inc., Apr 21, 2025

DEF 14A of RxSight, Inc.

Filed Apr 21, 2025 · FY20240000950170-25-056319

Open on EDGAR

  1. TABLE OF CONTENTS

    | Option Exercises During Fiscal Year | 44 | | Employment Arrangements With Our Named Executive Officers | 44 | | Potential Payments upon Termination or Change in Control | 45 | | Equity Compensation Plan Information | 46 | | CEO PAY RATIO DISCLOSURE | 47 | | PAY VERSUS PERFORMANCE | 47 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 52 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 54 | | Payments to Praxis | 54 | | Indemnification Agreements | 54 | | OTHER MATTERS | 55 | | Fiscal Year 2024 Annual Report and SEC Filings | 55 |

  2. Director Nominees

    Director Nominees 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. Prior to Pequot Ventures, Ms. Tammenoms Bakker was an equity research analyst with Banque Paribas. Ms. Tammenoms Bakker currently serves on the boards of directors of Ceribell, Inc. (NASDAQ:CBLL) and other 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, and she currently serves as a Trustee on the Board of Trustees at Cornell University. 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.

  3. Continuing Directors

    Continuing Directors 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 Horizon Surgical since May 2024, Praxis Management, LLC since 2022, Lensar, Inc. since November 2017, and Tarsus Pharmaceuticals, Inc. (NASDAQ:TARS) since January 2017. Dr. Link also currently serves on the boards of directors of Allegro Ophthalmics, LLC, Forsight Vision 6, TearClear Corp., ViaLase, Inc., Osanni Bio, Inc. and EyeDura, Inc. 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). Mr. Warner was also a board member of Inari Medical (serving as a member of the Audit Committee) (NASDAQ:NARI) until the company was acquired by Stryker (NYSE: SYK) in January 2025 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. 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. 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.

  4. Continuing Directors

    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 recently returned to Academy service as Secretary for Global Relations in 2025. She was named to the board of directors of the American Board of Ophthalmology in January 2022, where she serves on the Finance and Credentialing Committees. Dr. Fountain was elected to the board of Sight Sciences (NASDAQ:SGHT) in July 2022 where she serves on the Nominating-Governing and Audit Committees. 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.

  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. Skills and Qualifications of Our Director Nominees

    Skills and Qualifications of Our Director Nominees The Governance Committee has identified certain skills, experiences and professional qualifications that are important to be represented on the Board for strong collective oversight of the company’s business and strategy. These skills and qualifications, along with the ways these experiences contribute to the Board’s collective oversight of the development and execution of the company’s strategy. Each of our directors’ specific skills and experiences are included in the table below and described more fully in their individual biographies. Even though a particular skill may not be indicated below, our directors often have some level of experience in each of the areas listed.

  7. Skills and Qualifications of Our Director Nominees

    | Board Skills Matrix | | | | | | | | | | | | | Business or Professional Experience/Skills/Attributes | Corley | Kurtz | Bakker | Link | Warner | Maniar | Andrews | Palmisano | Fountain | # of directors | % of directors | | Executive Leadership | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | 9 | 100.00% | | Governance, Regulatory Compliance and Risk Management | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | 9 | 100.00% | | Other Public Company Board Service | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | 8 | 88.89% | | Accounting and Auditing | ☑ | | ☑ | | | ☑ | ☑ | | ☑ | 5 | 55.56% | | Capital Management | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ | | 7 | 77.78% | | Sustainability | | ☑ | ☑ | | | ☑ | | ☑ | | 4 | 44.44% | | Mergers and Acquisitions | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ | | 7 | 77.78% | | Human Capital Management | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ | | 7 | 77.78% | | International Commercialization | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | | 7 | 77.78% | | Medical Technology | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | 9 | 100.00% | | Ophthalmology | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | 9 | 100.00% | | Cybersecurity | | ☑ | ☑ | | | | ☑ | | | 3 | 33.33% |

  8. 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. 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 2024 fiscal year, all non-employee directors were eligible to receive the following cash compensation for their services: • $50,000 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. In December 2024, our Board, upon recommendation of our Compensation Committee, amended our Outside Director Compensation Policy, effective December 19, 2024, to increase the equity compensation for services as board member from $150,000 per year to $170,000 per year and increase the initial RSU grant from $217,500 to $277,500. Equity Compensation. Effective as of December 19, 2024, 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 $277,500 ($217,500 for 2024 fiscal year), 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 $170,000 ($150,000 for 2024 fiscal year) 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) $170,000 ($150,000 for 2024 fiscal year) 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 2024. We also reimburse our directors for expenses associated with attending meetings of our Board and its committees.

  9. 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, 2024. 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.

  10. Director Compensation

    | Name | Cash Compensation ($) (1) | Stock Awards ($) (2) (3) | Option Awards ($) | All other Compensation ($) | Total ($) | | J. Andy Corley (4) | 112,500 | 149,945 | — | — | 262,445 | | Julie B. Andrews (5) | 70,000 | 149,945 | — | — | 219,945 | | Juliet Tammenoms Bakker (6) | 65,000 | 149,945 | — | — | 214,945 | | Robert J. Palmisano (7) | 65,000 | 149,945 | — | — | 214,945 | | Robert Warner (8) | 67,500 | 149,945 | — | — | 217,445 | | William J. Link, Ph.D. (9) | 51,250 | 149,945 | — | — | 201,195 | | Shweta Singh Maniar (10) | 55,000 | 149,945 | — | — | 204,945 | | Tamara R. Fountain, M.D. (11) | 60,000 | 149,945 | — | — | 209,945 |

  11. 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. (3) 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 8 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. (4) As of December 31, 2024, J. Andy Corley had outstanding options to purchase a total of 96,805 shares of our common stock and 2,554 shares issuable upon vesting of time-based RSUs. (5) As of December 31, 2024, Julie B. Andrews had 2,554 shares issuable upon vesting of time-based RSUs. (6) As of December 31, 2024, Juliet Tammenoms Bakker had 2,554 shares issuable upon vesting of time-based RSUs. (7) As of December 31, 2024, Robert J. Palmisano had 2,554 shares issuable upon vesting of time-based RSUs. (8) As of December 31, 2024, Robert Warner had 2,554 shares issuable upon vesting of time-based RSUs. (9) As of December 31, 2024, William J. Link, Ph.D. had 2,554 shares issuable upon vesting of time-based RSUs. (10) As of December 31, 2024, Shweta Singh Maniar had 8,953 shares issuable upon vesting of time-based RSUs. (11) As of December 31, 2024, Dr. Fountain had 8,953 shares issuable upon vesting of time-based RSUs.

  12. 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 2027. 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.

  13. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Consistent with our performance and compensation philosophy as further detailed below, the compensation committee took the following key actions with respect to the named executive officers for and during 2024: Base Salary. Consistent with our approach to provide compensation competitive with our peer companies, and in consideration of our historical approach of setting target cash compensation at the same level for Dr. Kurtz’s direct reports, in February 2024, the compensation committee recommended to the board of directors, and the board of directors approved, an annual base salary increase for Dr. Kurtz of 6.2%, setting his annual base salary at $685,000, effective as of March 1, 2024. This change positioned Dr. Kurtz's salary within a range that the compensation committee viewed as competitive for chief executive officer roles within our peer companies and industry, in terms of total cash compensation. The compensation committee also recommended to the board of directors, and the board of directors approved, an increase in the annual base salaries of our other named executive officers of 5.4%, in each case setting such named executive officer’s annual base salary at $485,000, effective as of March 1, 2024. On July 15, 2024, the board of directors and compensation committee jointly approved the appointment of each of Ms. Thunen, Mr. Weinberg and Dr. Goldshleger to the position of Co-President, in addition to each such named executive officer’s then-current position. In connection with these promotions and the increased responsibility of each new position, the board of directors and compensation committee set such named executive officer’s annual base salary at $535,000, effective as of July 15, 2024. Annual Bonus. Consistent again with our intended approach to provide compensation competitive with peer companies, and in consideration of our historical approach of setting target cash compensation at the same level for Dr. Kurtz’s direct reports, in February 2024, the compensation committee recommended to the board of directors, and the board of directors approved, a target bonus change for Dr. Kurtz, increasing his annual target bonus from 90% to 100% of his base salary. This change positioned Dr. Kurtz’s annual bonus opportunity within a range that the compensation committee viewed as competitive for chief executive officer roles within our peer companies and industry, in terms of total cash compensation. No changes in target bonus were made for our other named executive officers in 2024, which remained at 65% of base salary, as the existing target bonuses were considered market competitive. In February 2025, the board of directors determined that the company achieved 112% of its corporate goals, which were comprised of specific financial and operating objectives and had been established by the board of directors in February 2024, upon the recommendation of the compensation committee. See the section below entitled “Compensation Elements – Annual Bonuses - Corporate Performance in Fiscal 2024 and Payouts” for information regarding our 2024 performance goals, weightings, and payout methodology. Long-Term Incentive Compensation. In order to align the long-term interests of our executives and stockholders, support retention and provide motivational value, in February 2024, the compensation committee recommended to the board of directors, and the board of directors approved, long-term incentive compensation in the form of stock options to purchase shares of our common stock under our 2021 Plan, effective March 4, 2024 (the third trading day following the filing of our Annual Report on Form 10-K for the year ended December 31, 2024). The compensation committee believe that stock options are the most appropriate equity vehicle to align management’s interests with those of shareholders, despite the sole use of stock options being an uncommon practice relative to peer company practices. The options vest monthly in equal increments over a period of four years, provided the executive continues to provide services to the company through each vesting date. These awards are intended to provide long-term incentive compensation that is comparable with similar roles in our peer companies. The compensation committee considers multiple factors in determining long-term incentive awards for executive officers, including, but not limited to, Company financial performance, total shareholder return / stock price performance, competitive market data by individual and in the aggregate for the Executive Officers, tenure and experience, The compensation committee generally utilizes the competitive 50th-75th percentiles as a reference point and a factor in setting pay to ensure the total compensation package is market competitive in order to retain uniquely skilled NEOs and other key employees in a highly competitive market. The compensation committee also considers other factors described below under “Compensation Setting Process” when determining the long-term incentive compensation of executives. The board of directors, upon the recommendation of the compensation committee, determined to award stock options to our named executive officers in the amounts described below, in consideration of the substantial increase (93%) in our stock price from November 2023 (as initially taken into account by the compensation committee when considering 2024 equity awards for the named executive officers in December 2023) to February 2024, when the stock option awards were ultimately approved. Consistent with the Company’s team-based approach, Dr. Kurtz voluntarily reduced his long-term incentive award to provide additional long-term incentive awards to the Co-Presidents. The intent of the re-allocation of Dr. Kurtz’s equity awards was to recognize the team-based approach at the Company and enhance retention for the Co-Presidents. Due to the Black-Scholes option pricing model, our methodology for determining the number of shares subject to stock options to be awarded to a particular recipient under our 2021 Plan (i.e., the value of the total award approved for such recipient, divided by the grant date fair value an option to purchase one share of common stock, calculated based on a 30-day average share price ending on a date close to compensation committee approval of the option award) and the substantial increase in our stock price, granting stock options in February 2024 would have resulted in the named executive officers receiving stock options covering 48% fewer shares than if granted using the same methodology measured as of December 2023, and with a much higher exercise price. The compensation committee did not want to reduce the number of shares subject to stock options to be awarded to the named executive officers, relative to the amounts initially considered by the compensation committee in December 2023, solely on account of a substantial stock price increase which benefitted our stockholders. Accordingly, the board of directors, upon the recommendation of the compensation committee, approved the grant of stock options to the named executive officers covering a number of shares which mitigated a significant portion of the impact of the stock price increase, as discussed further below. The grant date fair value of the stock option granted to Dr. Kurtz was $5,537,883 and the grant date fair value of the stock options granted to each of the other named executive officers was $3,426,797.

  14. 2024 Executive Compensation Highlights

    On July 15, 2024, the board of directors and compensation committee jointly approved the appointment of each of Ms. Thunen, Mr. Weinberg and Dr. Goldshleger to the position of Co-President, in addition to each such named executive officer’s then-current position. In connection with these promotions and the increased responsibility of each new position, the board of directors and compensation committee also approved the grant of stock options to Ms. Thunen, Mr. Weinberg and Dr. Goldshleger, with each such stock option covering 50,000 shares. The board of directors and compensation committee determined the size of the promotion stock options based on increased responsibility and to retain talented and experienced executive officers who are motivated to achieve or exceed our short-term and long-term corporate goals.

  15. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | Maintain an Independent Compensation Committee. The compensation committee consists solely of independent directors who establish our compensation policies and practices. | No “Single Trigger” Change in Control Severance Payments or Benefits. We do not provide “single trigger” change in control severance payments or benefits to our named executive officers. | | Retain and Independent Compensation Advisor. The compensation committee engages and retains its own advisors. During 2024, the compensation committee engaged Aon Human Capital Solutions practice, a division of Aon, plc (“Aon”), to provide information, analysis, and other advice to assist with its responsibilities. Aon performs no other consulting services for the company. | No Excise Tax Payments on Post-Employment Compensation Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change of control of the company. | | Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. | Limited Perquisites. We provide minimal perquisites and other personal benefits to our named executive officers. | | Emphasize Long-Term Equity Compensation. The compensation committee uses 100% stock option awards to deliver long-term incentive compensation opportunities to our named executive officers. These equity awards vest or may be earned over multi-year periods, which better serves our long-term value creation goals and retention objectives. | No Tax Reimbursement on Perquisites. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, except in limited circumstances to achieve specific business objectives. | | Reasonable Change-in-Control Arrangements. The post-employment compensation arrangements for our named executive officers provide for amounts and multiples that are within reasonable market norms. | No Special Retirement, Health or Welfare Benefits. We do not provide our named executive officers with any retirement, health or welfare benefits programs, other than participation in our broad-based employee plans and programs on the same basis as our other full-time, salaried employees. | | Succession Planning. Our board of directors reviews the risks associated with our key executive positions so that we have an adequate succession strategy. | Prohibition on Hedging and Pledging. Under our Insider Trading Policy, we prohibit our employees from hedging any company securities and from pledging any company securities as collateral for a loan. |

  16. Executive Pay Philosophy

    | Primary Market (Peer Companies) | Secondary Market (Survey Data) | Data Sources | | Identified public peers in the life sciences industry similar in size, business and/or geography. | Broader, size-appropriate comparisons in the life sciences industry. | Public SEC filings for specified peers and the Radford Global Compensation Survey. |

  17. Executive Pay Philosophy

    | Base Salary | Target Bonuses & Target Total Cash | Long-Term Incentives | | 65th Percentile | 65th Percentile – With actual delivery higher/lower based on performance. | 50th to 75th Percentile – With actual delivery higher/lower based on performance. |

  18. Executive Pay Philosophy

    In determining compensation for the named executive officers, the compensation committee considers the above percentiles in peer group range for similarly situated positions, among other factors described below under “Compensation Setting Process”, in setting compensation amounts in light of the highly competitive labor market in which the company operates and the industry experience of each of the Named Executive Officers. The above 50th percentile compensation targets also consider that these executives are highly sought after given their long tenure and industry knowledge, and thus retention is a paramount consideration of the compensation committee when determining not only total compensation but the compensation mix. The compensation committee recommends and the independent members of the Board grant equity-based awards, currently in the form of stock options, to our executive officers and other key employees on an annual grant cycle in March of each year and may make off cycle awards from time to time on an as-needed basis such as for promotions or retention. The company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it is the Board’s and the compensation committee’s practice to generally avoid granting equity awards during periods in which there is undisclosed material non-public information about the company.

  19. Role of the Compensation Committee

    Role of the Compensation Committee The compensation committee, among its other responsibilities, establishes our executive pay philosophy, provides oversight of our compensation policies, and reviews and approves our executive compensation program, including the specific compensation of our named executive officers. The compensation committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executives. The compensation committee’s authority, duties, and responsibilities are described in its charter, which is reviewed regularly and revised and updated as warranted. A copy of the compensation committee charter is available on our investor relations website at https://investors.rxsight.com/corporate-governance/governance-overview (provided, for the avoidance of doubt, that nothing contained on our investor relations website is incorporated by reference in this proxy statement). While the compensation committee determines our overall compensation philosophy and approves the compensation of our executives, it relies on its compensation consultant and legal counsel, as well as our Chief Executive Officer, our Chief Financial Officer, and our Vice President, Human Resources, to formulate recommendations with respect to specific compensation actions. The compensation committee recommends to the independent members of the board of directors, and the independent members of the board of directors approve, all final decisions regarding compensation, including base salary levels, target annual bonus opportunities, actual bonus payments, and long-term incentives in the form of equity awards. The compensation of our Chief Executive Officer is additionally reviewed and approved by the compensation committee and the full board of directors without his participation. The compensation committee meets on a regularly scheduled basis and at other times as needed. The compensation committee periodically reviews compensation matters with our board of directors. At the beginning of each year, the compensation committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions are (i) properly coordinated, (ii) aligned with our vision, mission, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executives, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the compensation committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements. The factors considered by the compensation committee in determining the compensation of our named executive officers for 2024 included: • the recommendation of the Chief Executive Officer, except with respect to his own compensation (other than his request to allocate certain stock options from him to other named executive officers, in order to moderate the gap in compensation between the Chief Executive Officer and the other named executive officers, to promote a team-based approach), that reflects individual performance relative to the execution of the Company’s goals; • our performance against the short-term and long-term financial, operational and strategic objectives established by the compensation committee and our board of directors; • the growth in our stock price; • the need to retain executives in a highly competitive labor market in the industry; • a review of the relevant competitive market analysis prepared by Aon; • the scope of each individual executive officer’s role compared to other similarly situated executives at the companies in our peer group and/or selected compensation surveys; • the knowledge, skills, experience, qualifications, tenure and expected future contribution of the individual executive officer; • historical compensation provided to our executives; • internal pay equity and criticality; • the size of 2023 equity awards, which were constrained by plan limits; • proposed 2024 aggregate equity usage; and • anticipated proxy advisor analysis and recommendations relating to the company’s executive compensation programs. The compensation committee did not weight these factors in any predetermined manner, nor did it apply any formulas in making its decisions. The members of the compensation committee considered this information in light of their individual experience, knowledge of the company, knowledge of each executive officer, knowledge of the competitive market, and business judgment in making their decisions regarding executive compensation and our executive compensation program.

  20. Role of the Compensation Consultant

    Role of the Compensation Consultant Pursuant to its charter, the compensation committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as determined in its sole discretion, to assist it in carrying out its responsibilities. The compensation committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the compensation committee. For fiscal 2024, the compensation committee engaged Aon, a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the compensation committee by Aon were as follows: • assist in developing a relevant group of peer companies to help our compensation committee understand the competitive market for compensation for our executives; • provide advice with respect to compensation best practices and market trends for executives and members of our board of directors, including compensation mix and long-term incentive vehicles; • conduct an analysis of the levels of overall compensation and each element of compensation for our executives; • conduct an analysis of the levels of overall compensation and each element of compensation for the members of our board of directors; and • provide ad hoc advice and support throughout the year. Representatives of Aon attend meetings of the compensation committee as requested and also communicate with the compensation committee outside of meetings. Aon reports to the compensation committee rather than to management, although Aon may meet with members of management, including our Chief Executive Officer, Chief Financial Officer and Vice President, Human Resources, for purposes of gathering information on proposals that management may make to the compensation committee. During 2024, Aon met with various executives to collect data and obtain management’s perspective on various executive compensation proposals. The compensation committee may replace its compensation consultant or hire additional advisors at any time. Aon has not provided any other services to us and has received no compensation other than with respect to the services described above. The compensation committee has assessed the independence of Aon taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of Nasdaq, and has concluded that its relationship with Aon and the work of Aon on behalf of the compensation committee has not raised any conflict of interest.

  21. Peer Group Selection

    Peer Group Selection As part of its deliberations, the compensation committee considers competitive market data on executive compensation levels and practices and a related analysis of such data. This data is drawn from a select group of peer companies determined by the compensation committee, as well as compensation survey data. The compensation peer group consists of health care equipment and health care supplies companies that are similar to us in terms of revenue, market capitalization and industry focus. In August 2023, the compensation committee, with the assistance of Aon and input from management, developed and approved the following compensation peer group of 17 publicly traded companies for purposes of understanding the competitive market for executive talent for the purposes of fiscal 2024 compensation decisions:

  22. Peer Group Selection

    | Alphatec Holdings, Inc. AtriCure, Inc. AxoGen, Inc. Axonics, Inc. Cerus Corporation Glaukos Corporation | LeMaitre Vascular, Inc. OrthoPediatrics Corp. Paragon 28, Inc. PROCEPT BioRobotics Corporation Pulmonx Corporation SI-BONE, Inc. | Sight Sciences, Inc. Silk Road Medical, Inc. STAAR Surgical Company Tactile Systems Technology, Inc. Zynex, Inc. |

  23. Peer Group Selection

    Relative to the prior year, the following changes were made: (i) Paragon 28, PROCEPT BioRobotics Corporation, Sight Sciences, and Silk Road were added to the peer group and (ii) Cardiovascular Systems, SeaSpine, and ViewRay were removed, either due to acquisition or misalignment with the peer group criteria, as described below. The companies in this compensation peer group were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined using the following criteria: • publicly traded health care companies, with an emphasis on health care equipment and health care supplies companies, incorporating companies that have recently gone public where possible; • market capitalization range between $300 million and $2.7 billion, based on our 30-day average market capitalization as of July 7, 2023 (~ $911 million); • revenues of less than $250 million, with an emphasis on high-growth companies, based on our fiscal 2023 revenue guidance of $79.0 million to $84.0 million (as set forth in the earnings press release for the first quarter of 2023) and then-trailing 12-months revenue of $57.6 million; • headcount between 100 and 900 employees (or 1/3 to 3x our company’s fiscal year end 2022 headcount of 292 employees; and • emphasis on companies in U.S. life sciences hub locations (Los Angeles, San Diego, San Francisco and Boston / Cambridge), where possible. The selection criteria related to market capitalization, revenue, and headcount ranges were increased relative to those used to determine fiscal 2023 compensation decisions to account for our growth. The competitive data drawn from this compensation peer group is one of several factors that the compensation committee considers in making its decisions with respect to the compensation of our named executive officers. Although the compensation committee does not rely solely on competitive market data to determine any element of compensation or overall compensation, the compensation committee does believe that compensation data is important to assess whether our executive compensation falls within a competitive range against industry norms. The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the business of the companies in the peer group.

  24. Annual Bonuses

    Annual Bonuses We provide annual bonuses to our named executive officers under the company’s Executive Incentive Compensation Plan based on their meeting of one or more corporate objectives. The performance objectives that the named executive officers must meet change from year to year as market conditions evolve and different priorities are established, but the board of directors, upon the recommendation of the compensation committee, selects challenging goals that are only achievable through strong performance. Consistent with our executive pay philosophy, these annual bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executives. Annual bonuses are not guaranteed and may vary materially from year-to-year. All of the named executive officers participated in our annual cash incentive compensation program for 2024 (“2024 Bonus Plan”), under which the compensation committee had the authority to select the performance measures and related target levels applicable to the annual bonus opportunities for our named executive officers and other executives. The 2024 Bonus Plan included minimum and maximum achievement levels for purposes of determining bonus payouts under its formula. See “Corporate Performance in Fiscal 2024 and Payouts” below for specific objectives, targets, thresholds and weightings related to the 2024 Bonus Plan. Under the 2024 Bonus Plan, the compensation committee could, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual bonus payment, and/or increase, reduce, or eliminate the amount allocated to the bonus pool for the year. Further, the actual bonus payment could be below, at, or above a participant’s target bonus opportunity, in the compensation committee’s sole discretion. The compensation committee could determine the amount of any reduction or increase on the basis of such factors as it deemed relevant, and it was not required to establish any allocation or weighting with respect to the factors it considers.

  25. Target Bonus Opportunities

    Target Bonus Opportunities In February 2024, as part of its annual review of our executive compensation program, the compensation committee reviewed the target annual bonus opportunities for our named executive officers, taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our Chief Executive Officer (except with respect to his own target bonus opportunity), as well as factors described in “Compensation-Setting Process” above. Following this review, the board of directors, upon the recommendation of the compensation committees, determined the target annual bonus opportunities for each of our named executive officers under the 2024 Bonus Plan. The target for Dr. Kurtz was increased from 90% to 100% of his base salary in order, in part, to generally align his total cash compensation package with our peer companies and account for his current scope of responsibilities. The target bonus opportunity as a percent of salary for our other named executive officers was not changed. The target bonus opportunities, expressed as a percentage of the respective named executive officers’ annual base salaries in effect at the end of the year, were as follows:

  26. Target Bonus Opportunities

    | Named Executive Officer | 2024 Base Salary ($) | 2024 Target Bonus Opportunity (as a percentage of base salary) | 2024 Target Bonus Opportunity ($) | | Ron Kurtz, M.D. | 685,000 | 100.0% | 685,000 | | Shelley Thunen | 503,750 | 65.0% | 327,438 | | Eric Weinberg | 503,750 | 65.0% | 327,438 | | Ilya Goldshleger, Ph.D. | 503,750 | 65.0% | 327,438 |

  27. Target Bonus Opportunities

    In aggregate, the target bonus opportunities for the named executive officers were positioned within a range that the compensation committee viewed as competitive. Additionally, the target bonus opportunities for the named executive officers other than Dr. Kurtz were kept equal, consistent with the company’s historical internal equity-based approach for Dr. Kurtz’s direct reports.

  28. Corporate Performance in Fiscal 2024 and Payouts

    Corporate Performance in Fiscal 2024 and Payouts The compensation committee set annual targets for fiscal 2024, based on operational and financial measures, that the compensation committee and management deemed rigorous, yet possible, to attain. The annual targets were allocated to one of three categories: delighted customers, motivated employees, and shareholder satisfaction. The compensation committee believed that these metrics were highly linked to creating both short and long-term value to stockholders. The committee applied business judgement in setting these objectives and related targets, thresholds, and weightings. For purposes of the 2024 Bonus Plan: • The “delighted customers” category (30% 2024 Bonus Plan weighting) included metrics related to new product launch (50% of “delighted customers” weighting), submission readiness for key product initiatives (25% of “delighted customers” weighting), and international regulatory approvals and submissions (25% of “delighted customers” weighting). • The “motivated employees” category (30% of 2024 Bonus Plan weighting) included metrics related to employee satisfaction. • The “shareholder satisfaction” category (40% of 2024 Bonus Plan weighting) included metrics related to LAL/LAL+ sales (40% of “shareholder satisfaction” weighting), completion of LAL/LAL+ manufacturing initiatives (20% of “shareholder satisfaction” weighting), and achievement of certain financial metrics (consisting of (i) revenue with a minimum threshold of $125 million, a target threshold of $135 million, and a maximum threshold of $150 million or higher; (ii) gross margin (calculated by [dividing gross profit by net revenue) with a minimum threshold of 64%, a target threshold of 67%, and a maximum threshold of 68% or higher; and (iii) cash expenditures with a minimum threshold of $25 million, a target threshold of $18 million and a maximum threshold of less than $18 million)] (40% of “shareholder satisfaction” weighting). The operational performance levels for our annual bonus plan are not disclosed because we believe it would be competitively harmful to do so, as it would provide competitors insight into our strategic and financial planning processes. Specifically, performance against set objectives included the following metrics:

  29. Corporate Performance in Fiscal 2024 and Payouts

    | Corporate Performance Measure | Weighting | Minimum Payout % | Target Payout % | Maximum Payout % | | Delighted Customers | 30.0% | 25.0% | 100.0% | 150.0% | | Motivated Employees | 30.0% | 25.0% | 100.0% | 150.0% | | Shareholder Satisfaction | 40.0% | 25.0% | 100.0% | 150.0% |

  30. Corporate Performance in Fiscal 2024 and Payouts

    In February 2025, based on the assessment of our performance against these objectives, the board of directors, upon the recommendation of the compensation committee, determined to award bonuses to our named executive officers pursuant to the 2024 Bonus Plan and approved bonus payouts of 112% of target for our named executive officers. Awards were determined based on objectives and related targets, thresholds, and weightings set in February 2024, which included a potential payout range of 25% of target (minimum payout) to 150% of target (maximum payout). No adjustments were made to performance targets established in February 2024. There was also no discretion applied. The following table sets forth the target annual bonus opportunities and the actual bonus payments made to our named executive officers for 2024:

  31. Corporate Performance in Fiscal 2024 and Payouts

    | Named Executive Officer | 2024 Target Bonus Opportunity ($) | Annual Payout as a Percentage of 2024 Target Bonus Opportunity | 2024 Actual Bonus Award $ | | Ron Kurtz, M.D. | 685,000 | 112.0% | 759,733 | | Shelley Thunen | 327,438 | 112.0% | 366,730 | | Eric Weinberg | 327,438 | 112.0% | 366,730 | | Ilya Goldshleger, Ph.D. | 327,438 | 112.0% | 366,730 |

  32. Corporate Performance in Fiscal 2024 and Payouts

    The annual bonuses paid to our named executive officers for 2024 are set forth in the Summary Compensation Table below.

  33. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to motivate our named executive officers by providing them with the opportunity to build an equity interest in our company and to share in the potential appreciation of the value of our common stock. In general, the compensation committee views equity awards as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, the shares of our common stock underlying these awards are ever earned or purchased. The compensation committee further believes that equity awards enable us to attract and retain key talent in our industry and aligns our executives’ interests with the long-term interests of our stockholders. While peer group practices indicate that granting full-value shares is common, the compensation committee’s and management’s preferred approach is to grant executive officer equity 100% in stock options to ensure alignment between shareholder and management interests and rewards. Generally, in determining the size of the equity awards granted to our executives, the compensation committee takes into consideration the recommendations of our Chief Executive Officer, except with respect to his own equity award (other than his request to allocate a portion of his equity award from him to other named executive officers), as well as the factors described above. The compensation committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. In February 2024, in recognition of our financial and operational results and each named executive officer’s individual performance, the board of directors, upon the recommendation of the compensation committee, approved the grant of stock options to our named executive officers, effective March 4, 2024 (the third trading day following the filing of our Annual Report on Form 10-K for the year ended December 31, 2024). In determining the size of each named executive officer’s equity award, the compensation committee took into consideration the recommendations of our Chief Executive Officer, except with respect to his own equity award (other than his request to allocate a portion of his equity award from him to other named executive officers), as well as the factors described above. The compensation committee also considered the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. Further, the compensation committee considered the substantial increase in the company’s stock price from December 2023 to February 2024 (93%) in determining the size of such stock option awards by using a fixed $35.00 share price for purposes of estimating grant date fair value. The $35.00 share price was approximately in the middle of the 30-day average share price of $24.28, as initially presented to the compensation committee in December 2023, and the 30-day average share price of $46.89 measured over the 30-day period ending February 15, 2024. Historically, the company has used a 30-day average share price as of a date close to the approval date to determine the value of a stock option; and the number of shares subject to stock options to be awarded to a particular named executive officer is determined by dividing (x) the target aggregate value for the equity award by (y) the grant date fair value per one share subject to a stock option. In determining to use a fixed $35.00 share price to calculate the number of shares subject to stock options to be awarded to the named executive officers, the compensation committee considered the following: (i) relative to the 30-day average share price reviewed by the compensation committee in December 2023, the number of shares subject to stock options granted to each named executive officer would be reduced by approximately 30%, as compared to a 48% reduction if the 30-day average share price ended February 15, 2024 were used; (ii) in the aggregate, target total compensation for the executive team would be positioned 15% above the competitive 75th percentile; and (iii) Chief Executive Officer compensation would be positioned at 2% below the competitive 65th percentile. The stock options granted to our named executive officers on March 4, 2024 are shown in the table below.

  34. Long-Term Incentive Compensation

    | Annual Option Grants | | | | Named Executive Officer | Stock Options (number of shares) | Grant Date Fair Value | | Ron Kurtz, M.D. | 149,000 | 5,537,883 | | Shelley Thunen | 92,200 | 3,426,797 | | Eric Weinberg | 92,200 | 3,426,797 | | Ilya Goldshleger, Ph.D. | 92,200 | 3,426,797 |

  35. Long-Term Incentive Compensation

    On July 15, 2024, the board of directors and compensation committee jointly approved the appointment of each of Ms. Thunen, Mr. Weinberg and Dr. Goldshleger to the position of Co-President, in addition to each such named executive officer’s then-current position. In connection with these promotions and the increased responsibility of each new position, the board of directors and compensation committee also approved the grant of stock options to Ms. Thunen, Mr. Weinberg and Dr. Goldshleger, with each such stock option covering 50,000 shares. The board of directors and compensation committee determined the size of the promotion stock options based on increased responsibility and to retain talented and experienced executive officers who are motivated to achieve or exceed our short-term and long-term corporate goals.

  36. Long-Term Incentive Compensation

    | Promotion Option Grants | | | | Named Executive Officer | Stock Options (number of shares) | Grant Date Fair Value | | Shelley Thunen | 50,000 | 1,492,550 | | Eric Weinberg | 50,000 | 1,492,550 | | Ilya Goldshleger, Ph.D. | 50,000 | 1,492,550 |

  37. Long-Term Incentive Compensation

    The stock options granted to our named executive officers in 2024 were subject to a time-based vesting requirement providing that these options are to vest over a four-year period, with 1/48th of the total number of shares of our common stock subject to an option vesting on the date that is one month following the vesting commencement date and 1/48th of the shares subject to the option vesting each month thereafter, subject to the continued service of the applicable executive on each such vesting date.

  38. Prohibition of Hedging and Pledging Securities

    Prohibition of Hedging and Pledging Securities Our Insider Trading Policy prohibits the members of our board of directors and all employees, including our named executive officers, from, directly or indirectly, (a) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to them by us) or (b) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities either (i) granted to them by us or (ii) held, directly or indirectly, by them. Our Insider Trading Policy also prohibits the members of our board of directors and all employees, including our named executive officers, from pledging our securities as collateral for any loan or as part of any other pledging transaction.

  39. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional taxes if they receive payments or benefits in connection with a change in control of our company that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2024 and we have not agreed and are not otherwise obligated to provide any executive officers, including any named executive officer, with such a “gross-up” or other reimbursement payment.

  40. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards. ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock to our named executive officers, based on their fair values. The application of ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black Scholes option pricing model that we use to determine the fair value of stock options. These inputs are based upon assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the options. As required under GAAP, we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously. ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).

  41. Summary Compensation Table

    Summary Compensation Table

  42. Summary Compensation Table

    | | | | | Non-Equity | | | | Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3)(4) | Total Compensation ($) | | Ron Kurtz, M.D. | 2024 | 678,333 | 5,537,883 | 759,733 | 6,504 | 6,982,453 | | Chief Executive Officer and President, Director | 2023 | 633,333 | 1,873,660 | 570,000 | 4,604 | 3,081,597 | | | 2022 | 562,500 | — | 457,566 | 5,405 | 1,025,471 | | Shelley Thunen | 2024 | 503,750 | 4,919,347 | 366,730 | 6,900 | 5,796,727 | | Co-President and Chief Financial Officer | 2023 | 454,167 | 1,124,196 | 295,208 | 12,848 | 1,886,419 | | | 2022 | 416,667 | — | 223,667 | 11,021 | 651,355 | | Eric Weinberg | 2024 | 503,750 | 4,919,347 | 366,730 | 6,900 | 5,796,727 | | Co-President and Chief Commercial Officer | 2023 | 454,167 | 889,989 | 295,208 | 13,364 | 1,652,728 | | | 2022 | 416,667 | — | 214,042 | 8,188 | 638,897 | | Ilya Goldshleger, Ph.D. | 2024 | 503,750 | 4,919,347 | 366,730 | 29,400 | 5,819,227 | | Co-President and Chief Operating Officer | 2023 | 454,167 | 1,124,196 | 295,208 | 12,083 | 1,885,654 | | | 2022 | 416,667 | — | 219,313 | 21,833 | 657,813 |

  43. Summary Compensation Table

    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 8 to our financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2024 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. (2) The bonus amounts listed in this column reflect annual bonuses, based on performance in 2024, 2023 and 2022. The 2024 amounts disclosed represent a bonus under our 2024 Bonus Plan based upon the achievement of company objectives for the year ended December 31, 2024, which were paid in the first quarter of 2025. Our 2024 Bonus Plan is more fully described above under the section titled “Compensation Discussion and Analysis – Compensation Elements – Annual Bonuses”. (3) Includes 401(k) matching contributions and with respect to Dr. Kurtz, an inventor bonus of $1,500 for 2024 Includes 401(k) matching contributions and with respect to Dr. Goldshleger, an inventor bonus of $22,500 for 2024, $3,000 for 2023 and $13,500 for 2022.

  44. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  45. Grants of Plan-Based Awards in 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Option Awards | | | | Name | Grant Date (2) | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Option Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value Of Stock Option Awards ($)(3) | | Ron Kurtz, M.D. | | | | | | | | | Time-Based Options | 3/4/2024 | | | | 149,000 | $56.07 | $5,537,883 | | Annual Cash Bonus | 2/20/2025 | 171,250 | 685,000 | 1,027,500 | | | | | Shelley Thunen | | | | | | | | | Annual Time-Based Options | 3/4/2024 | | | | 92,200 | $56.07 | $3,426,797 | | Promotion Time-Based Options | 8/7/2024 | | | | 50,000 | $46.24 | $1,492,550 | | Annual Cash Bonus | 2/20/2025 | 81,859 | 327,438 | 491,156 | | | | | Eric Weinberg | | | | | | | | | Annual Time-Based Options | 3/4/2024 | | | | 92,200 | $56.07 | $3,426,797 | | Promotion Time-Based Options | 8/7/2024 | | | | 50,000 | $46.24 | $1,492,550 | | Annual Cash Bonus | 2/20/2025 | 81,859 | 327,438 | 491,156 | | | | | Ilya Goldshleger, Ph.D. | | | | | | | | | Annual Time-Based Options | 3/4/2024 | | | | 92,200 | $56.07 | $3,426,797 | | Promotion Time-Based Options | 8/7/2024 | | | | 50,000 | $46.24 | $1,492,550 | | Annual Cash Bonus | 2/20/2025 | 81,859 | 327,438 | 491,156 | | | |

  46. Grants of Plan-Based Awards in 2024

    Annual cash bonuses payable under our 2024 Bonus Plan. The maximum potential payout under the executive bonus plan is 150% of target. (2) This column represents awards granted under our 2021 Equity Plan which vest monthly beginning on the grant date. 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 8 to our financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2024 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.

  47. 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, 2024.

  48. 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. | 4/23/2020(4) | 19,186 | — | $15.08 | 4/22/2030 | | President, Chief Executive Officer and Director | 3/22/2021(3) | 90,754 | 6,051 | $15.60 | 3/21/2031 | | | 7/30/2021(3) | 289,407 | 49,412 | $16.00 | 7/29/2031 | | | 3/9/2023(3) | 87,500 | 112,500 | $14.95 | 3/8/2033 | | | 3/4/2024(3) | 27,937 | 121,063 | $56.07 | 3/3/2034 | | Shelley Thunen | 10/27/2016(4) | 6,405 | — | $4.34 | 10/26/2026 | | Co-President and Chief Financial Officer | 3/14/2017(4) | 1,387 | — | $4.34 | 3/13/2027 | | | 7/26/2018(4) | 14,520 | — | $18.90 | 7/25/2028 | | | 4/23/2020(4) | 16,629 | — | $15.08 | 4/22/2030 | | | 3/22/2021(3) | 30,754 | 6,051 | $15.60 | 3/21/2031 | | | 7/30/2021(3) | 69,021 | 14,346 | $16.00 | 7/29/2031 | | | 3/9/2023(3) | 27,500 | 67,500 | $14.95 | 3/8/2033 | | | 3/4/2024(3) | 17,287 | 74,913 | $56.07 | 3/3/2034 | | | 8/7/2024(3) | 4,166 | 45,834 | $46.24 | 8/6/2034 | | Eric Weinberg | 7/29/2015(4) | 188,002 | — | $3.93 | 7/28/2025 | | Co-President and Chief Commercial Officer | 3/14/2017(4) | 35,168 | — | $4.34 | 3/13/2027 | | | 4/18/2019(4) | 14,520 | — | $23.04 | 4/17/2029 | | | 4/23/2020(4) | 72,603 | — | $15.08 | 4/22/2030 | | | 3/22/2021(3) | 90,754 | 6,051 | $15.60 | 3/21/2031 | | | 7/30/2021(3) | 74,685 | 12,752 | $16.00 | 7/29/2031 | | | 3/9/2023(3) | 41,562 | 53,438 | $14.95 | 3/8/2033 | | | 3/4/2024(3) | 17,287 | 74,913 | $56.07 | 3/3/2034 | | | 8/7/2024(3) | 4,166 | 45,834 | $46.24 | 8/6/2034 | | Ilya Goldshleger, Ph.D. | 10/27/2016(4) | 5,416 | — | $4.34 | 10/26/2026 | | Co-President and Chief Operating Officer | 3/14/2017(4) | 9,680 | — | $4.34 | 3/13/2027 | | | 4/26/2017(4) | 20,843 | — | $4.13 | 4/25/2027 | | | 1/25/2018(4) | 7,981 | — | $18.90 | 1/24/2028 | | | 7/26/2018(4) | 3,995 | — | $18.90 | 7/25/2028 | | | 4/23/2020(4) | 40,777 | — | $15.08 | 4/22/2030 | | | 3/22/2021(3) | 90,755 | 6,050 | $15.60 | 3/21/2031 | | | 7/30/2021(3) | 84,021 | 14,346 | $16.00 | 7/29/2031 | | | 3/9/2023(3) | 52,500 | 67,500 | $14.95 | 3/8/2033 | | | 3/4/2024(3) | 17,287 | 74,913 | $56.07 | 3/3/2034 | | | 8/7/2024(3) | 4,166 | 45,834 | $46.24 | 8/6/2034 |

  49. 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. This award is fully vested.

  50. Option Exercises During Fiscal Year

    Option Exercises During Fiscal Year The following table presents information regarding the options exercised by each named executive officer during fiscal year 2024.

  51. Option Exercises During Fiscal Year

    | | Option Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | | Name | (#) | ($)(1) | | Ron Kurtz, M.D. | 23,450 | 847,835 | | Shelley Thunen | 139,677 | 4,987,291 | | Eric Weinberg | — | — | | Ilya Goldshleger, Ph.D. | 166,695 | 5,970,243 |

  52. Option Exercises During Fiscal Year

    (1) Values were determined based on the difference between the fair market value of our shares on the date of exercise and the exercise price of the options.

  53. 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. For additional information regarding the material terms of our change in control and severance agreements with our named executive officers, please see the section above titled “Compensation Discussion and Analysis – Executive Officer Change in Control and Severance Agreements”. The following table summarizes the payments and other benefits that would be provided to our named executive officers upon the occurrence of certain qualifying terminations of employment and/or a change in control, in any case, occurring on December 31, 2024. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under our equity compensation plans.

  54. Potential Payments upon Termination or Change in Control

    | Name | Change in Control (Single Trigger) ($) | Termination Without Cause or Resignation for Good Reason Not in connection with a Change in Control ($) | Termination Without Cause or Resignation for Good Reason in connection with a Change in Control ($) | | Ron Kurtz, M.D. | | | | | Severance Payment | — | 1,712,500 | 2,055,000 | | Continued Health Coverage (1) | — | 17,000 | 17,000 | | Accelerated vesting (2) | 3,207,716 | — | 3,207,705 | | Shelley Thunen | | | | | Severance Payment | — | 882,750 | 882,750 | | Continued Health Coverage (1) | — | 11,000 | 11,000 | | Accelerated vesting (2) | 1,688,853 | — | 1,688,842 | | Eric Weinberg | | | | | Severance Payment | 882,750 | 882,750 | 882,750 | | Continued Health Coverage (1) | — | 11,000 | 11,000 | | Accelerated vesting (2) | 1,386,330 | — | 1,386,320 | | Ilya Goldshleger, Ph.D. | | | | | Severance Payment | 882,750 | 882,750 | 882,750 | | Continued Health Coverage (1) | | 16,000 | 16,000 | | Accelerated vesting (2) | 1,688,834 | — | 1,688,823 |

  55. Potential Payments upon Termination or Change in Control

    (1) The amounts reported in these columns represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA for the named executive officer and the named executive officer’s eligible dependents (i) for a period of 12 months, or (ii) with respect to Dr. Kurtz, if such termination occurs within the applicable change in control period, for a period of 18 months. The amounts reported in these columns represent the sum of, for each outstanding and unvested option held by a named executive officer as of December 31, 2024, the product of (i) the number of unvested shares subject to the option and (ii) the difference between $34.38 (the closing price of a share of our common stock on December 31, 2024) and the exercise price of the option. For additional information regarding the unvested options held by our named executive officers as of December 31, 2024, please see the section above titled “Outstanding Equity Awards at Fiscal Year-End.”

  56. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted rules requiring annual disclosure of the ratio of the median employee’s total annual compensation to our CEO’s total annual compensation. For purposes of determining our CEO’s total annual compensation, we elected to use the total annual compensation of Dr. Kurtz, who was serving as our CEO on the date used to determine the median employee for our last completed fiscal year, which ended December 31, 2024: The median employee’s total annual compensation was $148,932. The median employee was determined based on the assumptions stated below. • Dr. Kurtz’s total annual compensation for 2024 was $6,982,453. • Based on the above, for 2024 the ratio of Dr. Kurtz’s total annual compensation to the median employee’s total annual compensation of all employees was approximately 47 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended (the “CEO Pay Ratio Disclosure Rule”). For purposes of this year’s disclosure under the CEO Pay Ratio Disclosure Rule, we determined the median employee as of October 31, 2024, at which time we had approximately 471 employees. For all employees hired during 2024, we annualized their base salary or wages as if they had been employed for the entire measurement period. We did not include any contractors or other non-employee workers in our employee population. The employee selected was an individual closest to the median employee that was employed for the full year. Pay elements that were included in the annual total compensation for each employee are: • Base salary paid in 2024; • Actual performance bonus and/or actual commissions paid in 2024; • Value of actual equity awards granted in 2024 (either new hire grant, promotion grant or annual grant), calculated based on grant date fair value; and • Company matching contributions to employees’ 401(k) plan contribution. We then compared the total cash compensation earned by these employees to determine the median employee. Once we identified our median employee, we estimated such employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median employee total annual compensation disclosed above. We determined Dr. Kurtz’s total annual compensation amount by taking the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy.

  57. 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 2024, 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, the total shareholder return of the S&P Healthcare & Supplies Index, our net income, and our revenue.

  58. 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 ($)(1)(2)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (4) | Net Income ($) | Revenue ($ Millions) (5) | | 2024 | 6,982,453 | 5,115,927 | 5,804,227 | 4,221,090 | 305.60 | 76.22 | (27.5) | 139.9 | | 2023 | 3,081,597 | 11,796,221 | 1,808,267 | 6,263,724 | 358.40 | 72.30 | (48.6) | 89.1 | | 2022 | 1,025,471 | 1,245,648 | 649,355 | 762,518 | 112.62 | 76.64 | (66.8) | 49.0 |

  59. PAY VERSUS PERFORMANCE

    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.

  60. PAY VERSUS PERFORMANCE

    | 2022-2024 | | Shelley Thunen | | Eric Weinberg | | Ilya Goldshleger, Ph.D. |

  61. 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) The Peer Group TSR set forth in this table utilizes the S&P Healthcare and Supplies Index (“S&P Healthcare Select Industry Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the S&P Healthcare Select Industry Index, respectively, and assumes reinvestment of dividends, if any. The stock price performance shown is not necessarily indicative of future stock performance. (5) We determined revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024.

  62. PAY VERSUS PERFORMANCE

    | Fiscal Year | 2024 | | Summary Compensation Table Total for PEO ($) | 6,982,453 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (5,537,883) | | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 2,392,712 | | Minus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | (1,066,451) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 847,052 | | Plus Change in Fair Value between the Vesting Date and the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Year ($) | 1,498,044 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | — | | Compensation Actually Paid to PEO ($) | 5,115,927 |

  63. PAY VERSUS PERFORMANCE

    | Fiscal Year | 2024 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 5,804,227 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (4,919,347) | | Plus Non-PEO NEO Average Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 2,432,900 | | Minus Non-PEO NEO Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | (527,350) | | Plus Non-PEO NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 644,621 | | Plus Non-PEO NEO Average Year over Year Change in Fair Value between the Vesting Date and the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Year ($) | 786,039 | | 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 ($) | — | | Average Compensation Actually Paid to Non-PEO NEOs ($) | 4,221,090 |