DEF 14A of Sight Sciences, Inc.
Filed Apr 23, 2025 · FY20240001140361-25-015218
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Election of Directors
Election of Directors At the Annual Meeting, our stockholders are being asked to vote for three Class I Director nominees, Paul Badawi, Brenda Becker and Erica Rogers, to hold office until the 2028 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified, or until each such director’s earlier death, resignation or removal. Each of the director nominees is a current member of the Board and a Class I Director whose term expires at the Annual Meeting. Each director nominee has consented to serve if elected, and the Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director. If, however, any of Paul Badawi, Brenda Becker or Erica Rogers withdraws or otherwise becomes unable to serve, our Board may decrease the size of the Board, or the proxies may be voted for the election of a substitute director nominee our Board may recommend in place of the nominee.
Paul Badawi
Paul Badawi Paul Badawi is a co-founder of our Company and has served as our President, Chief Executive Officer and a member of our Board since the Company was founded in 2011. Prior to launching the Company, Mr. Badawi led the U.S. healthcare venture capital practice of 3i Group, a global private equity firm. Prior to 3i, Mr. Badawi worked at the National Institutes of Health as a Research Fellow in the field of biochemical genetics. Mr. Badawi holds an M.B.A. from the University of California, Los Angeles and a B.S. in Biological Sciences from the University of Chicago. We believe Mr. Badawi’s extensive experience in the industry and knowledge of our Company qualify him to serve on our Board.
Erica Rogers
Erica Rogers Erica Rogers has served as a member of our Board since November 2019. From October 2012 to November 2023, Ms. Rogers served as President, Chief Executive Officer and a member of the board of directors of Silk Road Medical, Inc. (Nasdaq: SILK), a publicly traded medical device company. She is also a director of HistoSonics, a privately held medical device company, Medicines360, a global women’s health company, and Axena Health, Inc., a privately held women’s health device company, and serves as an advisor to Venture Investors. From August 2020 to September 2022, Ms. Rogers served as a member of the board of directors and member of the compensation committee and audit committee of Lucira Health, Inc., a publicly traded diagnostics company that was acquired by Pfizer Inc. in 2023. Ms. Rogers holds a B.S. in Zoology from San Diego State University. We believe Ms. Rogers’ extensive experience in the medical device industry, including her tenure as a chief executive officer of a publicly traded medical device company, qualifies her to serve on our Board.
Brenda Becker
Brenda Becker Brenda Becker has served as a member of our Board since March 2022. Since 2007, Ms. Becker has served as the Senior Vice President, Global Government Affairs for Boston Scientific. Prior to joining Boston Scientific, Ms. Becker served in the George W. Bush administration under former Vice President Dick Cheney as Assistant to the Vice President for Legislative Affairs. In that capacity, she advised the Vice President and senior White House staff on legislative strategy from 2004 to 2007. In addition, from 2001 to 2004, Ms. Becker served as the Assistant Secretary for Legislative and Intergovernmental Affairs at the U.S. Department of Commerce where she provided counsel to the Secretary of Commerce and other senior commerce officials. Ms. Becker holds a B.A. in Political Science and Public Administration from Michigan State University and an M.B.A. from Central Michigan University. We believe Ms. Becker’s extensive experience in the medical device industry and legislative expertise qualify her to serve on our Board. Continuing Members of the Board:
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders) The current members of the Board who are Class II Directors are as follows:
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
| Name | Age | Served as a Director Since | Position with Sight Sciences | | Staffan Encrantz | 73 | 2017 | Chairperson | | Gerhard F. Burbach | 63 | 2025 | Director | | Catherine Mazzacco | 60 | 2023 | Director |
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:
Staffan Encrantz
Staffan Encrantz Staffan Encrantz has served as Chairperson of the Board since October 2017. Mr. Encrantz is the President and Founder of Allegro Investment Inc., the investment manager of Allegro Investment Fund, L.P., and has served as such since 1997. He has over 30 years of experience in the management and operations of companies in an array of industries and in a variety of roles, including as an executive, board member and investor. Since 2022, Mr. Encrantz has served on the board of directors of Alligator Biosciences AB, a Swedish pharmaceutical company listed on Nasdaq in Stockholm (XSTO: ATORX). Mr. Encrantz serves on the boards of directors of various private operating entities across a range of industries, including service as chairperson on a number of these boards. Mr. Encrantz holds a Bachelor of Law and a Business Studies degree from Uppsala University, Sweden. We believe Mr. Encrantz’ financial and industry experience and wealth of board experience, including service as chairperson of a number of commercial operating entities within and outside of the life sciences industry, qualify him to serve on our Board.
Gerhard F. Burbach
Gerhard F. Burbach Mr. Burbach has served as a member of our Board since April 2025. Mr. Burbach is a member of the Board of Directors and Chair of the Compensation Committee of BWX Technologies (NYSE: BWXT), a publicly traded company that supplies nuclear components and fuel, and Chairman of the Board of Directors of Procyrion Inc., a private medical device company focused on the treatment of chronic heart failure. He previously served as a member of the board of directors of Fluidigm Corporation Inc. (now Standard Bio Tools (Nasdaq: LAB)), a public company manufacturing and marketing innovative technologies for life sciences research, from 2013 to 2023, Artelon, Inc., a private company specializing in biomaterial development for tendon and ligament reconstruction, from 2020 to 2024, and Vascular Dynamics, Inc., a private medical device company that developed innovative solutions for heart failure and hypertension, from 2017 to 2024. From 2006 to 2014, Mr. Burbach was the President, Chief Executive Officer and a member of the Board of Directors of Thoratec Corporation, a manufacturer of proprietary medical devices for circulatory support that was acquired by St. Jude Medical, Inc. (now Abbott Laboratories (NYSE: ABT)). Prior to that, he held executive leadership positions at Digirad Corporation, Philips Medical Systems, and ADAC Laboratories. Mr. Burbach also spent six years at McKinsey & Company, Inc., focused primarily on the firm’s healthcare practice. Mr. Burbach holds a B.S. in Industrial Engineering from Stanford University and an M.B.A from Harvard Business School. We believe Mr. Burbach’s extensive experience in the medical device industry, and his tenures as a senior executive officer and director of multiple publicly traded companies, qualifies him to serve on our Board.
Catherine Mazzacco
Catherine Mazzacco Catherine Mazzacco has served as a member of our Board since June 2023. Ms. Mazzacco was Chief Executive Officer and President of LEO Pharma, a privately owned global pharmaceutical company, and a member of its board of directors, from August 2019 to November 2021. Prior to this role, Ms. Mazzacco was Senior Vice President, Global Commercial Operations, Life Sciences Division at GE HealthCare Technologies, Inc. (Nasdaq: GEHC) (“GE HealthCare”), a leading publicly traded global medical technology company, from February 2018 to May 2019. Before joining GE HealthCare, Ms. Mazzacco spent over 25 years at Abbott Laboratories (NYSE: ABT), a multinational publicly traded healthcare company where she held several global senior operational and strategic leadership roles, including, most recently, as Vice President, Global Commercial Operations, Abbott Vision Division from 2011 to 2017. Ms. Mazzacco has served as a member of the board of directors and a member of the nominating and governance committee and commercial advisory committee of Krystal Biotech, Inc. (Nasdaq: KRYS), a publicly traded gene therapy biotechnology company, since March 2023. Ms. Mazzacco has served as a member of the supervisory board and remuneration and nomination committee of Servier SAS, a privately owned global pharmaceutical company, since February 2022. Ms. Mazzacco holds a B.S. in Engineering, Option Biotechnology from the University of Compiègne in France. We believe Ms. Mazzacco’s deep healthcare knowledge as well as her extensive international, commercial, financial, operational and transformation expertise qualifies her to serve on our Board.
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders) The current members of the Board who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
| Name | Age | Served as a Director Since | Position with Sight Sciences | | David Badawi, M.D. | 55 | 2011 | Chief Technology Officer and Director | | Tamara Fountain, M.D. | 62 | 2022 | Director | | Donald Zurbay | 57 | 2020 | Director |
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
David Badawi, M.D. David Badawi is a co-founder of our Company and has served as our Chief Technology Officer and a member of our Board since the Company was founded in 2011. Since 2012, Dr. Badawi has also served as the president and a practicing ophthalmologist at Central Eye Care Ltd, an ophthalmology practice. Dr. Badawi holds an M.D. from Georgetown University and a B.S. in Microbiology from the University of Maryland. He completed his residency in ophthalmology at the Jules Stein Eye Institute at the University of California, Los Angeles and a cornea fellowship at Emory University. We believe that Dr. Badawi’s ophthalmic medical experience and extensive knowledge of our Company and industry qualify him to serve on our Board. Tamara Fountain, M.D. Tamara Fountain, M.D. has served as a member of our Board since July 2022. Dr. Fountain served as a member of the board of directors from January 2020 to January 2023 and as the 2021 President of the American Academy of Ophthalmology and was named to the board of directors of the American Board of Ophthalmology in January 2022. She has also served as a member of the board of directors and a member of the audit committee of RxSight (Nasdaq: RXST) since January 2022. She has been on faculty at Rush University Medical Center in Chicago since May 1998 where she is professor of ophthalmology and section chair emeritus of ophthalmic plastic and reconstructive surgery. She has maintained a private practice, Ophthalmology Partners, Ltd., on Chicago’s North Shore since December 2000. Dr. Fountain was chair for Alumni Fund Giving at Harvard Medical School from January 2016 to June 2019 and served as President of the American Society of Ophthalmic Plastic and Reconstructive Surgery in 2018 and as a member of its board of directors from January 2016 to January 2020. She served 15 years on the board of directors of Ophthalmic Mutual Insurance Company (“OMIC”). At the end of her term, Dr. Fountain was elected OMIC’s first woman chair of its board of directors and chair of its audit committee, serving January 2014 to December 2015. Dr. Fountain was President of the Illinois Society of Eye Physicians and Surgeons from January 2002 to December 2005. Dr. Fountain received a B.A. in Human Biology from Stanford University, an M.D. from Harvard Medical School, and in 1992, completed her residency in ophthalmology at Johns Hopkins Hospital’s Wilmer Eye Institute. We believe that Dr. Fountain’s ophthalmic medical experience and multiple leadership roles in the ophthalmology field qualify her to serve on our Board.
Donald Zurbay
Donald Zurbay Donald Zurbay has served as a member of our Board since July 2020. Since October 2022, Mr. Zurbay has served as the President, Chief Executive Officer and a member of the board of directors of Patterson Companies, Inc. (Nasdaq: PDCO), a publicly traded global medical device company. From June 2018 to October 2022, Mr. Zurbay served as the Chief Financial Officer of Patterson Companies. From March 2004 to February 2017, Mr. Zurbay held various leadership positions at St. Jude Medical, Inc., where he most recently served as Vice President and Chief Financial Officer from August 2012 to January 2017. Mr. Zurbay currently serves as a member of the board and member of the audit committee and compensation committee of Silk Road Medical, Inc. (Nasdaq: SILK) and served as a member of the board and member of the audit committee of Avedro, Inc., a publicly traded medical technology company acquired by Glaukos Corporation in 2019, from July 2017 to November 2019. Mr. Zurbay holds a B.S. in Business Accounting from the University of Minnesota. We believe Mr. Zurbay’s experience with publicly traded healthcare companies and financial expertise qualify him to serve on our Board. We further believe Mr. Zurbay’s other public company executive and board obligations have not impaired his ability to dedicate appropriate and invaluable attention to his duties as a director. As a member of our Board, Mr. Zurbay has effectively employed his deep accounting background in combination with his senior executive experience and extensive medical device industry background to effectively help guide the strategic direction of the Company.
COMMITTEES OF THE BOARD
COMMITTEES OF THE BOARD Our Board has established four standing committees — the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Commercial Strategy Committee — each of which operates under a charter that has been approved by our Board. The current members of each of the Board committees and committee chairpersons are set forth below:
COMMITTEES OF THE BOARD
| Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Commercial Strategy Committee | | Brenda Becker | | X | X | | | Staffan Encrantz | | | Chairperson | X | | Tamara Fountain, M.D. | X | | X | | | Catherine Mazzacco | X | | | Chairperson | | Erica Rogers | | Chairperson | | X | | Donald Zurbay | Chairperson | X | | |
COMMITTEES OF THE BOARD
Mr. Burbach was not added to any Board committees at the time of his appointment as a director. As part of our periodic review of committee composition, we expect to adjust committee membership to reflect his appointment to our Board.
Compensation Committee
| • | reviewing and making recommendations to the Board with respect to director compensation; |
Compensation Philosophy and Objectives
| • | 50th percentile of peer group for base salary levels; |
Compensation Philosophy and Objectives
| • | 50th percentile of peer group for target bonus levels; and |
Compensation Philosophy and Objectives
| • | up to 75th percentile of peer group for equity compensation levels. |
Compensation Philosophy and Objectives
However, this approach only serves as the starting point for the committee’s determination of executive compensation, and it retains the discretion to adjust these compensation levels based on a number of factors, including our financial performance, changes to our peer group, evolving pay practices in our industry, executive hiring and retention considerations, equity burn rate considerations, and executive performance. For example, with respect to the grant of equity awards for 2025, the committee established an equity burn rate target to limit dilution to our stockholders, which resulted in our executives receiving grants with a value well below the 75th percentile of our peer group. The committee is also guided by a pay-for-performance philosophy and seeks to design our executive compensation program in a manner that reflects alignment between the compensation opportunity provided to our executive officers and the achievement of our business and strategic objectives. Specifically, our cash incentive program is intended to reward the achievement of measurable, long-term value drivers deemed by the committee to be critical to the success of our business, while providing the potential for payouts above target levels for achievement above expectations, and partial or no pay-outs for failure to achieve objectives. We believe the strong correlation between performance-based criteria and the compensation paid under our executive compensation program aligns the interests of our executives with our stockholders and drives a highly accountable culture. The committee has not established any formal policies or guidelines for allocating between long-term and currently paid compensation, or between cash and non-cash compensation. In determining the amount and mix of compensation elements, and whether each element provides the correct incentives in light of our compensation objectives, the committee relies on its judgment and experience, as well as input from its independent compensation consultant, rather than adopting a formulaic approach to compensation decisions.
Application of Compensation Philosophy to 2024 Executive Compensation
| • | Our 2022 and 2023 cash incentive program paid out at only approximately 78% and 44% of target, respectively, reflecting strong pay-for-performance alignment, but also creating potential retention concerns given the level of contributions made by our executives towards advancing our strategic initiatives during these periods; |
Application of Compensation Philosophy to 2024 Executive Compensation
| • | Decreasing retentive value of our outstanding employee equity grants as our stock price came under further pressure due in large part to the market dynamics discussed above, which resulted in depressed RSU values and an increasing number of “out-of-the-money” stock options. |
Application of Compensation Philosophy to 2025 Executive Compensation
Application of Compensation Philosophy to 2025 Executive Compensation In the first quarter of 2025, the committee reaffirmed its general compensation philosophy, in which it typically targets: (i) base salary and cash bonus compensation at the 50th percentile of our peer group and (ii) equity compensation at up to the 75th percentile of our peer group. However, it also reaffirmed the appropriateness of departing from these targets, as it did in setting 2024 cash bonus targets, as it deems advisable to address unanticipated market dynamics, shifting strategic priorities, equity burn rate considerations, outstanding executive performance, or other relevant considerations. In setting 2025 corporate objectives, the committee recognized that the Final LCDs had addressed the prior concern that Medicare coverage and payment for procedures in which our OMNI technologies are used would be restricted throughout much of the United States. However, it also recognized that the Final LCDs adversely impacted the MIGS market as a result of the “Multiple MIGS Exclusion”). Performance of multiple MIGS procedures at the time of cataract surgery had become an increasingly common practice, and this exclusion from coverage was expected to decrease the overall volume of MIGS devices used during the fourth quarter of 2024 and beyond. Taking into account these anticipated market dynamics, the committee recommended 2025 corporate objectives that:
Compensation Consultant
Compensation Consultant Since the completion of our initial public offering, the committee has engaged Compensia to provide independent compensation advisory services directly to the committee. These services have included: (i) advising the committee on the selection of an appropriate peer group of other publicly traded healthcare companies, (ii) collecting and analyzing compensation data from the peer group companies, (iii) performing an independent review of our compensation practices for our executive officers and non-employee directors as compared to the peer group, (iv) providing advice with respect to the our cash incentive compensation and equity grant practices and strategy, and (v) making recommendations regarding the design and structure of our compensation program. The decision to engage Compensia was made by the committee, and Compensia reports directly to the committee. While members of our management regularly communicate with representatives of Compensia, our management does not direct or oversee the scope of services provided by or the compensation paid to Compensia. While we are not obligated to retain an independent compensation consultant, the committee believes the use of an independent consultant provides additional assurance that our compensation program is attractive and competitive in the marketplace, consistent with market conditions, and reflective of our executive compensation philosophy and objectives. The committee assesses, on at least an annual basis, whether the work of Compensia as a compensation consultant has raised any potential conflicts of interest, taking into account the following factors: (i) the amount of fees paid by us to Compensia as a percentage of that firm’s total revenue, (ii) the provision of other services to us by Compensia, (iii) Compensia’s policies and procedures that are designed to prevent conflicts of interest, (iv) any business or personal relationship of the individual compensation advisors with any member of the committee, (v) any business relationship of Compensia or business or personal relationship of the individual compensation advisors, with any of our executive officers, and (vi) any ownership of our stock by Compensia or the individual compensation advisors. Based on the above factors, the committee has concluded that the work of Compensia, including the work performed by the individual compensation advisors employed by Compensia, has not created any conflict of interest.
Peer Group
Peer Group In September 2023, the committee considered and approved a peer group, which we refer to as our 2024 peer group, for purposes of assisting the committee in making 2024 compensation decisions. Selecting an appropriate peer is an important aspect of developing our executive compensation program since we have historically benchmarked elements of executive compensation to our peer group as discussed above. Our 2024 peer group was determined primarily based on these companies’ similarities to us as of the time the survey was performed, with reference to factors, such as revenue, market capitalization, industry, target markets, stage of growth, number of employees, and primary geographic location. In selecting our 2024 peer group, the committee expressed its desire to generally maintain consistency of our peer group as compared to the previous year, while recognizing that changes in material factors such as market capitalization and revenue may precipitate changes to the group. Our 2024 peer group was comprised of the 19 companies in the medical device and biotechnology industries listed below, of which 12 were also part of our 2023 peer group.
Peer Group
| • Apyx Medical • Artivion • Atrion • AxoGen • ClearPoint Neuro | • Cutera • CVRx • Harvard Bioscience • iRadimed • Mesa Laboratories | • OrthoPediatrics • Outset Medical • Pulmonx • RxSight • Semler Scientific | • Si-BONE • Silk Road Medical • TELA Bio • Zynex |
Peer Group
In September 2024, the committee considered and approved an updated peer group, which we refer to as our 2025 peer group, which was used for the purpose of assisting the committee in making 2025 compensation decisions. The factors used to select our 2025 peer group were similar to those used in prior years. Our 2025 peer group is comprised of the 19 companies in the medical device and biotechnology industries listed below, of which 13 were also part of our 2024 peer group.
Peer Group
| • AxoGen • CareDx • ClearPoint Neuro • CVRx • Harvard Bioscience | • iRadimed Corporation • Mesa Laboratories • NeuroPace • OrthoPediatrics • Paragon 28 | • Pulmonx • Pulse Biosciences • RxSight • Senseonics Holdings • Semler Scientific | • Si-BONE • TELA Bio • Treace Medical Concepts • Zynex |
Governance Practices and Policies
| • | Independent Compensation Committee Advisor. The committee engages its own independent compensation consultant to advise on the selection of an appropriate peer group, analyze compensation data from the peer group, perform an independent review of our compensation practices, and make recommendations regarding the design of our compensation program. |
Governance Practices and Policies
| • | Pay-for-Performance. Our executive compensation program is designed so a significant portion of the total compensation opportunity for our executives will only be earned based on our achievement of business and strategic objectives deemed by the committee to be critical to driving long-term stockholder value. The committee intends to issue equity awards with performance-based vesting criteria in future periods. |
Governance Practices and Policies
| • | Long-Term Vesting Requirements. The equity awards granted to our executives generally vest over four-years, which is consistent with governance best practices and our retention objectives, except in limited circumstances where deemed necessary by the committee to recruit or retain executives. |
Governance Practices and Policies
| • | No Tax Reimbursements on Severance or Change in Control Payments. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. |
Elements of Our Executive Compensation Program
For 2025, the base salaries for Mr. Badawi, Ms. Bauerlein and Mr. Hayden were adjusted to $659,000 ($3% increase), $473,000 (5% increase) and $433,000 (3% increase), reflecting financial discipline in light of our focus on controlling operating expenses. The 2025 base salary for our Chief Executive Officer is set at approximately the 50th percentile of our peer group consistent with our compensation philosophy. Annual Cash Incentive Compensation We maintain an annual cash incentive program, or cash bonus program, for all employees who are not eligible for commissions and who are otherwise eligible to participate in the program, including our named executive officers. Participants in the program may earn a performance-based cash bonus based on the achievement of pre-determined business and strategic objectives deemed by the committee to be critical to driving long-term stockholder value. With regard to our senior executives, including our named executive officers, one hundred percent (100%) of the cash bonuses for 2024 were tied to the achievement of pre-determined corporate performance objectives, while the cash bonuses payable to our other employees were determined with regard to the achievement of a combination of corporate and individual performance metrics. The committee believes this approach is appropriate because our senior executives are in the best position to drive the achievement of our corporate objectives and the committee holds our executives directly accountable for the results. For 2024, the named executive officers had the following target annual bonus amounts, expressed as a percentage of base salary for the year:
Elements of Our Executive Compensation Program
| Named Executive Officer | 2024 Bonus Target | | Paul Badawi | 90% | | Alison Bauerlein | 80% | | Jeremy Hayden | 80% |
Elements of Our Executive Compensation Program
| • | Our 2022 and 2023 cash bonuses paid out at approximately 78% and 44% of target, respectively, reflecting payment well below target levels for two years in a row, notwithstanding the significant contributions made by our executives towards advancing our strategic initiatives during these periods; |
Elements of Our Executive Compensation Program
| • | The decreasing retentive values associated with each executive’s current equity ownership positions as our stock price came under further pressure, including depressed RSU values and an increasing number of stock options that were significantly “out-of-the-money”; |
Elements of Our Executive Compensation Program
| • | Difficulties providing equity grants to our executives in line with historical grant levels in light of the equity burn rate targets adopted by the committee and our decreasing stock price; and |
Elements of Our Executive Compensation Program
The 2024 cash bonus target percentages for our named executive officers (other than our Chief Executive Officer) were implemented in response to the unexpected and highly challenging market conditions caused by the LCDs. As discussed above, the cash bonus targets were purposefully elevated relative to historical levels, which was intended to take into account the significant additional risk to our business resulting from the publication of the Prior LCDs. It was contemplated by the committee at the time of adoption that these target percentages would reset to lower levels in 2025. With respect to the 2024 target cash bonus percentage for our Chief Executive Officer, he recommended that no increase be made to his target bonus percentage as compared to the prior year, and the committee accepted this recommendation. For additional information, please refer to the section titled “Application of Compensation Philosophy to 2024 Executive Compensation.” For purposes of the 2025 executive compensation program, the target bonus percentages for Mr. Badawi, Ms. Bauerlein and Mr. Hayden were reduced to 75%, 60% and 50%, respectively, reflecting a significant decrease from the target bonus percentages for 2024. The cash bonus target for our Chief Executive Officer is set at less than the 25th percentile of our peer group. For additional information, please refer to the section titled “Application of Compensation Philosophy to 2025 Executive Compensation.”
2024 Business and Strategic Objectives
In particular, our 2024 cash bonus program incorporated performance-based metrics to ensure compensation paid to our executives was correlated with the achievement of business and strategic objectives deemed by the committee to be critical to driving long-term stockholder value. The business and strategic objectives approved by the committee for the 2024 cash bonus program related to pre-determined revenue (weighted 30%), operating expense (weighted 30%), market access (weighted 20%) clinical (weighted 10%) and research and development (weighted 10%) objectives. For the revenue and operating expense objectives, the committee adopted minimum threshold targets such that no payments were eligible to be made with respect to these objectives if the minimum performance level was not achieved. The committee also adopted maximum payouts for each of the components regardless of the performance levels for each component to ensure aggregate bonus payments are reasonable and limit compensation-related risk. The committee also approved two additional objectives, or “kickers,” to reward achievement of other strategic initiatives deemed important to the current year, which added 15% to the cash bonus payout opportunity. It was a condition precedent to achievement of the “kickers” that at least three of the other 2024 corporate objectives be achieved at or above the target level. Additional information regarding the performance objectives and our performance relative to each objective is provided in the table below.
Performance Against 2024 Corporate Objectives
Achievement of our market access objectives pertaining to positive payor determinations resulted in the expansion of our addressable market opportunity. In addition, the achievement of our TearCare market access objectives was an important step in our efforts to obtain and maintain equitable coverage and payment for our TearCare procedures from third party payors. Our multi-pronged 2024 market access strategy included the generation of compelling clinical and health economics data, concerted payor outreach, and significant adjustments in our TearCare commercial strategies that were appropriate to more accurately reflect the clinical benefit of the TearCare procedure. Clinical and R&D Objectives: We expanded the clinical evidence portfolio for our products and made key progress on our research and development pipeline. These achievements are core to fulfilling our mission and demonstrate the commitment of our dedicated management team and employees. Additional Objectives (Kickers): The first “kicker,” which represented a potential 10% enhancement to our target bonus opportunity, was achieved as the result of the Final LCDs that went effective in November 2024, which provided for continued Medicare coverage for procedures associated with OMNI in the states administered by the MACs that had issued the Final LCDs. We believe our collective efforts to engage and educate the MACs and CMS, about the efficacy and safety of our OMNI products, and the patient needs for these products, were instrumental in causing the Prior LCDs to be withdrawn and replaced with the Final LCDs. Had the Prior LCDs gone into effect as initially proposed without further modification, a large portion of our surgical glaucoma revenue would have been adversely impacted. The second “kicker,” which represented a 5% enhancement to our target bonus opportunity, required a successful settlement or jury trial victory in our patent litigation case against Alcon Inc., Alcon Vision, LLC, Alcon Research, LLC, and Ivantis, Inc. (collectively, “Alcon”). In April 2024, we received a jury trial verdict of $34.0 million in our favor in the U.S. District Court for the District of Delaware. This trial verdict, though subject to confirmation by the Court and potential subsequent appeal, provided important third-party confirmation that our intellectual property had been infringed, while also simultaneously offering a potential future source of non-dilutive financing. The following table sets forth the 2024 business and strategic objectives, the relative weighting of each objective, the 2024 target for each objective, a brief summary of the actual 2024 performance relative to each objective, and the resulting achievement percentage for each objective.
Performance Against 2024 Corporate Objectives
| 2024 Business and Strategic Objectives | Weighting % | 2024 Target | 2024 Actual Performance | Achievement Percentage* | | Total Revenue (Surgical Glaucoma and Dry Eye) | 30% | Target: ≥$85 million (100% of Target). Maximum Threshold: ≥ $105 million (150% of Target). No payout above this Threshold. Minimum Threshold: ≥$70 million (50% of target). No payout below this Threshold. | $79.9 million. Above Minimum Threshold, below Target. | 87.2% of Target | | | | *Apply linear interpolation between Maximum, Target and Minimum amounts. | | | | Adjusted Operating Expenses | 30% | Target: ≤$107 million Adjusted Operating Expenses (100% of Target). Maximum Threshold: ≤$100 million (150% payout). No payout above this Threshold. Minimum Threshold: ≤ $115 million cash burn (50% of target). No payout below this Threshold. | $101.4 million. Significantly above Target, near Maximum Threshold. | 143.0% of Target | | | | *Apply linear interpolation between Maximum, Target and Minimum amounts. | | | | Market Access (Payor Wins) | 10% | Target: ≥ Achieve at least four positive coverage decisions/determinations and/or remove current restrictive language from commercial payor policies. (100% payout). Maximum Threshold: Achieve up to six positive coverage decisions/determinations and/or remove current restrictive language from commercial payor policies (150% pay-out). Minimum Threshold: Achieve at least one positive coverage decision/determination and/or remove current restrictive language from commercial payor policy (25% pay-out). | Achieved three positive coverage decisions/ determinations and/or removal of restrictive language. Above Minimum Threshold, below Target. | 75.0% of Target | | Market Access (Average TearCare Payment) | 10% | Target: (100% pay-out). Maximum Threshold: (150% pay-out). Minimum Threshold: (25% pay-out). | Target exceeded | 112.8% of Target | | | | *Dollar thresholds not disclosed due to competitive considerations. | | |
Performance Against 2024 Corporate Objectives
| 2024 Business and Strategic Objectives | Weighting % | 2024 Target | 2024 Actual Performance | Achievement Percentage* | | Clinical Objective (Timing of submission of SAHARA 12-Month Results) | 5% | Target: SAHARA 12-month results submitted for publication by March 31, 2024 (100% pay-out). Maximum Threshold: Submission by February 28, 2024 (125% pay-out). Minimum Threshold: Submission by December 31, 2024 (25% pay-out). | Submitted in February 2024. Maximum Threshold achieved. | 125% of Target | | Clinical Objective (36-month Standalone Study Data Publication Submission) | 5% | Target: 36-month Standalone study data publication submitted by September 30, 2024. Maximum Threshold: Submission by August 31, 2024 (125% pay-out). Minimum Threshold: Submission by December 31, 2024 (50% pay-out). | Submitted September 2024. Target achieved. | 100% of Target | | Research and Development (Helix: Completion of 6-Month Animal Implantation) | 5% | Target: Completion by October 31, 2024 (100% pay-out). Maximum Threshold: Completion by September 30, 2024 (125% pay-out). Minimum Threshold: Completion by December 31, 2024 (75% pay-out). | Completed September 2024. Maximum Threshold achieved. | 125% of Target | | Research and Development (TearCare Label Expansion) | 5% | Target: TearCare label expansion by December 31, 2024 (100% pay-out). Maximum Threshold: Signs and symptoms label expansion by December 31, 2024 (150% pay-out). Minimum Threshold: Signs or symptoms label expansion by December 31, 2024 (100% pay-out). | Target not met. | 0% of Target | | Additional Goal: (Kicker) (OMNI Coverage and Reimbursement) | 10% | Target: Effectiveness of new LCDs providing for continued Medicare coverage of OMNI procedures; or creation of new Category I Code covering OMNI; or assignment of the OMNI procedure to a New Technology Ambulatory Payment Classification. | Final LCDs issued in November 2024 confirming continued Medicare Coverage for OMNI in the covered jurisdictions. Target achieved. | 100% of Target | | Additional Goal: Successful Litigation Outcome (Kicker) (Trial Win or Settlement) | 5% | Target: Successful outcome in our Alcon litigation (either a trial win or settlement in excess of a certain threshold amount). | Received a successful verdict at trial in excess of threshold amount. Target achieved. | 100% of Target |
2024 Cash Incentive Plan Pay-Outs
2024 Cash Incentive Plan Pay-Outs In January 2025, the committee determined the level of achievement relative to our 2024 corporate and strategic objectives, as described above, was 120.4% of the target cash bonus opportunity, resulting in the payment of bonuses to our named executive officers in an amount equal to that same percentage of their respective target cash bonus amounts. The cash bonus payout percentage reflected the achievement of business and strategic objectives that are critical to driving long-term stockholder value. While the 2024 cash bonus payout exceeded the target amounts, the average cash bonus payout over the last three years is equal to approximately 81% of target, reflecting the committee’s commitment to fiscal discipline and a pay-for-performance philosophy. The 2024 cash bonuses paid to our named executive officers are included in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table below.
Equity Incentive Compensation
Equity Incentive Compensation We generally offer equity awards to our employees, including our named executive officers, as the long-term incentive component of our executive compensation program. New equity awards are made pursuant to our 2021 Incentive Award Plan, which has been approved by our Board and stockholders. Historically, we offered stock options to our employees, but beginning in September 2021, we commenced the grant of restricted stock units, or RSUs, in addition to stock options. Stock options generally allow employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the grant date, as determined by the Board. RSUs generally allow employees to receive shares of our common stock upon the vesting and settlement of the RSUs. Stock options granted upon an employee’s commencement of employment generally vested as to 25% of the underlying shares on the first anniversary of the grant date and in equal monthly installments over the following three years. Subsequent grants of stock options to employees generally vested as to 1/48th of the shares underlying the stock option each month for four years following the grant date. Historically, our stock options have been intended to qualify as “incentive stock options” to the extent permitted under the Internal Revenue Code. The committee did not grant any stock options during 2024. Prior to 2024, the RSUs we granted generally vested in four equal annual tranches on each anniversary of the grant date. Commencing with our 2024 annual equity grant cycle, we granted RSUs that vest in equal quarterly installments over four years following the grant date. In the case of new executive employees, RSUs typically vest as to 25% of the underlying shares on each anniversary of the grant date over four years following the grant date. In the case of new non-executive employees, RSUs vest as to 25% of the underlying shares on the first anniversary of the grant date and then in equal quarterly installments over the following three years. Pursuant to our current equity grant philosophy:
Equity Incentive Compensation
| • | we have historically targeted equity compensation at up to the 75th percentile of our peer group, subject to adjustment based on factors deemed relevant to the committee, including unanticipated market dynamics, shifting strategic priorities, equity burn rate considerations, outstanding executive performance, or other relevant considerations. |
Equity Incentive Compensation
| • | we issue equity awards, including the awards granted as part of the 2024 and 2025 annual equity grant cycle, subject to time-based vesting to encourage the retention of our executives during a time of significant uncertainty within our business and industry (although the committee continues to evaluate the issuance of equity awards subject to performance-based vesting as discussed below); |
Equity Incentive Compensation
| • | we typically determine equity awards with respect to a fixed dollar value (as opposed to a fixed number of underlying shares); |
Equity Incentive Compensation
| • | we have emphasized the use of RSUs over stock options in recent years for several reasons, including the fact that RSUs typically result in the expenditure of fewer shares under our 2021 Plan share reserve than stock options, and many employees that were previously granted stock options are “out-of-the-money”, thus potentially increasing the attractiveness of RSUs, which retain value to the employee as long as the stock price is above zero; and |
Equity Incentive Compensation
| • | certain entry-level employees are not eligible to receive equity grants until they have reached a certain tenure level. |
Equity Incentive Compensation
During 2024, the committee continued to assess the vesting metrics applicable to future grants of equity awards. We have historically issued equity awards subject only to time-based vesting, but commencing in 2023, the committee began evaluating the appropriate timing for the potential introduction of performance-based equity awards for executives. During 2024, the committee engaged in further discussions regarding the structure of any performance-based equity awards, including the type of equity award (RSUs or stock options or a combination of both), appropriate vesting metrics for the equity awards (performance-based, or a combination of performance-based and time-based), and the proposed recipients of any performance-based equity awards. Following thorough analysis, the committee affirmed its intention to introduce performance-based vesting for equity awards granted to our key executives as part of our executive compensation program, but determined it intends to do so as part of the 2026 equity grant cycle as opposed to the 2025 equity grant cycle (although the committee retains the discretion to accelerate or delay this time frame). The committee determined that, in light of (i) our market capitalization and current stage of growth, (ii) the continuing uncertainties regarding recent Medicare reimbursement determinations applicable to our Surgical Glaucoma products, (iii) the difficulty in identifying performance-based metrics that would align the vesting of equity awards with the achievement of objectives that increase stockholder value, while also providing meaningful retentive value for our executives, and (iv) the committee’s determination to limit the burn rate under our equity plan (which resulted in the issuance of annual grants to our named executive officers that represented only approximately 60% of the total grant value they otherwise would have received), it was too early in our life cycle to grant performance-based equity awards that would ensure appropriate alignment between executive performance and the achievement of long-term stockholder value. Accordingly, the committee determined that awards issued as part of the 2025 equity grant cycle should continue to be subject only to time-based vesting. However, while the committee believes time-based vesting continues to be appropriate at this time, it also believes performance-based equity awards will play an important role in our equity compensation structure moving forward as our business stabilizes and we gain more insight into longer-term market opportunities for our products. When determining the value of equity awards to be granted to each named executive officer as part of the annual grant cycle, the committee generally considers several factors, including the position and level of responsibility of the executive, the executive’s performance, the timing and value of recent equity awards granted to the executive, the aggregate value of our equity owned by the executive at the time of grant, the executive’s tenure with us, and peer group survey data regarding the level of equity ownership by executives with similar titles and levels of responsibility at our peer group companies. The committee also takes into account our achievement of significant milestones during the period prior to the grant date, such as revenue growth, important financial, market access, clinical or regulatory achievements, and the anticipated retentive value of outstanding equity awards. Taking into account the factors discussed above, the committee granted RSU awards to our named executive officers in 2024 as described in the table below:
Equity Incentive Compensation
| Named Executive Officer | 2024 Aggregate RSU Awards | | Paul Badawi | 390,187(1) | | Alison Bauerlein | 315,421(2) | | Jeremy Hayden | 151,869(3) |
Equity Incentive Compensation
| (1) These RSUs vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2024 and continuing through December 31, 2027, subject to Mr. Badawi’s continued service to us through the applicable vesting dates. |
Equity Incentive Compensation
| (2) These RSUs vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2024 and continuing through December 31, 2027, subject to Ms. Bauerlein’s continued service to us through the applicable vesting dates. |
Equity Incentive Compensation
| (3) These RSUs vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2024 and continuing through December 31, 2027, subject to Mr. Hayden’s continued service to us through the applicable vesting dates. |
Employment, Severance or Change in Control Agreements
Employment, Severance or Change in Control Agreements We have entered into employment agreements with each of our named executive officers. Under the employment agreements, if we terminate a named executive officer’s employment without “cause,” or the named executive officer resigns for “good reason” (and other than in connection with a change in control), subject to the execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, the named executive officer will be entitled to receive (i) continued payment of base salary for 18 months for Mr. Badawi, or 12 months for Ms. Bauerlein and Mr. Hayden, (ii) any unpaid bonus earned for the year prior to the year of termination, (iii) for Mr. Badawi, a prorated annual bonus for the year of termination based on actual performance and payable when annual bonuses for such year are paid to other executives of the Company, and (iv) direct payment of or reimbursement for COBRA premiums, less the amount the named executive officer would have paid for coverage as an active employee, for up to 18 months for Mr. Badawi, and for up to 12 months for Ms. Bauerlein and Mr. Hayden. If such a qualifying termination occurs on or within 12 months following the date of a change in control, subject to the execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, the named executive officer will be entitled to receive, in lieu of the payments and benefits described above, (i) continued payment of the named executive officer’s base salary for 24 months for Mr. Badawi, or 18 months for Ms. Bauerlein and Mr. Hayden, (ii) any unpaid bonus earned for the year prior to the year of termination, (iii) a payment equal to 2 times for Mr. Badawi, or 1.5 times for Ms. Bauerlein and Mr. Hayden, the named executive officer’s target annual bonus for the year of termination, (iv) direct payment of or reimbursement for COBRA premiums, less the amount the named executive officer would have paid for coverage as an active employee, for up to 24 months for Mr. Badawi, or 18 months for Ms. Bauerlein and Mr. Hayden, and (v) for each named executive officer, all unvested equity or equity-based awards that vest solely based on the named executive officer’s continued employment or service with the Company will accelerate and vest in respect of 100% of the shares subject thereto.
Equity Grant Practices
Equity Grant Practices Historically, annual equity grants to eligible employees were issued in the form of stock options. Beginning in September 2021, we commenced the grant of RSUs, in addition to stock options. All of the equity awards we granted during 2024, and all of the equity awards granted thus far in 2025, were granted in the form of RSUs. We do not anticipate issuing stock options for the foreseeable future, although the committee retains the right to do so in its discretion. Our typical practice is to grant annual equity awards to all eligible employees, including our named executive officers, in February or March of each year. While equity awards are not granted on a pre-determined schedule, committee meeting dates are generally scheduled at least one year in advance. Promotion or new-hire awards are granted throughout the year on an as-needed basis. All equity awards approved by the committee are issued during “open windows” under our Insider Trading Compliance Policy, and otherwise at a time when we are not in possession of material non-public information (“MNPI”). The committee will initially approve a fixed dollar value of awards (as opposed to a fixed number of underlying shares), and the number of shares underlying the awards is determined based on the closing price of our common stock on the Nasdaq Stock Market on the grant date, which is the first trading day on or following the date of approval of the equity awards by the committee during which the Company is in an “open window.” No off-cycle equity awards were granted to any of our named executive officers during 2024. We do not schedule the grant of our equity awards in anticipation of the release of MNPI, nor do we time the release of MNPI based on actual or anticipated equity grant dates. Furthermore, we do not time the disclosure of MNPI for the purpose of affecting the value of executive compensation. During 2024, no grants were made to any of our named executive officers in the period beginning four business days before (i) the filing of a Form 10-Q or Form 10-K, or (ii) the filing or furnishing of a Form 8-K that discloses MNPI, and ending one business day after the filing or furnishing of any such report.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth all of the compensation awarded to or earned by or paid to our named executive officers during 2024 and 2023. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our named executive officers.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | RSU Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Paul Badawi President and Chief Executive Officer | 2024 | 640,000 | 1,670,000 | — | 693,389 | 18,790(5) | 3,022,179 | | | 2023 | 610,000 | 1,727,148 | 1,303,282 | 243,207 | 18,385(5) | 3,902,022 | | Alison Bauerlein Chief Financial Officer(6) | 2024 | 450,000 | 1,350,000 | — | 433,368 | 5,175 | 2,238,543 | | | 2023 | 306,185 | 1,040,300 | 429,285 | 67,820 | 4,593 | 1,848,183 | | Jeremy Hayden Chief Legal Officer(7) | 2024 | 420,000 | 650,000 | — | 404,477 | 5,175 | 1,479,652 | | | 2023 | — | — | — | — | — | — |
2024 Summary Compensation Table
| (1) Amounts reflect the grant date fair value of RSUs granted during the applicable year computed in accordance with ASC Topic 718. |
2024 Summary Compensation Table
| (2) Amounts reflect the grant date fair value of stock options granted during the year computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of stock options in Note 11 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
2024 Summary Compensation Table
| (3) Amounts represent bonuses earned by our named executive officers under our annual cash incentive program. Refer to “— Annual Cash Incentive Compensation” above for additional information regarding the 2024 annual cash incentive program. |
2024 Summary Compensation Table
| (4) Except as otherwise noted, amounts in this column include matching contributions made by us to the named executive officers under the 401(k) plan. |
2024 Summary Compensation Table
| (5) Includes the costs associated with Mr. Badawi’s attendance at a Company sales event, including the related tax gross-up reimbursement ($11,937 and $12,470 for 2024 and 2023 respectively). The same reimbursement methodology was applied to all Company employees who attended the event. |
2024 Summary Compensation Table
| (6) Ms. Bauerlein commenced employment with us on April 3, 2023. The base salary amount represents the pro-rated portion of her annual base salary ($410,000) for the period from commencement of her employment through December 31, 2023. |
2024 Summary Compensation Table
| (7) Mr. Hayden was not a named executive officer for 2023. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information about stock options and RSUs held by each of our named executive officers as of December 31, 2024. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts which may be realized by our named executive officers.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Stock Option Awards | | | | RSU Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | | Paul Badawi | 582,290 | 67,710(1) | 10.96 | 5/24/2031 | 43,900(4) | 159,796 | — | — | | | 52,632 | 6,121(1) | 24.00 | 7/13/2031 | 132,450(5) | 482,118 | — | — | | | 256,156 | 95,144(2) | 17.52 | 2/8/2032 | 292,641(6) | 1,065,213 | — | — | | | 108,147 | 117,553(3) | 9.78 | 3/16/2033 | — | — | — | — | | Alison Bauerlein | 29,820 | 41,980(7) | 10.10 | 5/9/2033 | 77,250(8) | 281,190 | — | — | | | | | | | 236,566(6) | 861,100 | — | — | | Jeremy Hayden | 80,000 | —(9) | 1.96 | 5/10/2030 | 6,000(4) | 21,840 | — | — | | | 16,000 | —(10) | 1.96 | 7/28/2030 | 33,825(5) | 123,123 | — | — | | | 62,708 | 7,292(1) | 10.96 | 5/24/2031 | 113,902(6) | 414,603 | — | — | | | 35,145 | 13,055(2) | 17.52 | 2/8/2032 | — | — | — | — | | | 27,647 | 30,053(3) | 9.78 | 3/16/2033 | — | — | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) This stock option vests in 48 equal monthly installments following the vesting commencement date of May 24, 2021, subject to the executive’s continued service to us through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) This stock option vests in 48 equal monthly installments following the vesting commencement date of January 1, 2022, subject to the executive’s continued service to us through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) This stock option vests in 48 equal monthly installments following the vesting commencement date of January 1, 2023, subject to the executive’s continued service to us through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) These RSUs vest as to 25% of the underlying shares on each of January 1, 2023; January 1, 2024; January 1, 2025; and January 1, 2026, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) These RSUs vest as to 25% of the underlying shares on each of January 1, 2024; January 1, 2025; January 1, 2026; and January 1, 2027, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) These RSUs vest in 16 equal quarterly installments on the final day of each calendar quarter following the issuance date, with vesting beginning on January 1, 2024 and continuing through December 31, 2027, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) This stock option vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date of April 3, 2023, and in 36 equal monthly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) These RSUs vest as to 25% of the underlying shares on each anniversary of the vesting commencement date of April 3, 2023, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (9) This stock option vested as to 25% of the underlying shares on the first anniversary of the vesting commencement date of April 20, 2020, and in 36 equal monthly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (10) This stock option vested in 48 equal monthly installments following the vesting commencement date of July 30, 2020, subject to the executive’s continued service to us through the applicable vesting date. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Under our non-employee director compensation program, as amended and restated effective as of January 1, 2025 (the “Current Program”), each non-employee director receives the following amounts for his or her service to the Board:
DIRECTOR COMPENSATION
| • | upon the director’s initial election or appointment to the Board, a number of RSUs equal to $240,000 divided by the closing price of our common stock on the grant date; |
DIRECTOR COMPENSATION
| • | on the date of each annual meeting of stockholders, if the director has served on the Board for at least six months as of the date of the annual meeting, a number of RSUs equal to $130,000 divided by the closing price of our common stock on the grant date; and |
DIRECTOR COMPENSATION
| • | an annual retainer fee of $45,000 paid in cash. |
DIRECTOR COMPENSATION
In addition, if the director serves on a committee of the Board or in the other capacities stated below, the director will receive additional annual fees paid in cash as follows:
DIRECTOR COMPENSATION
| • | non-executive chairperson of the board, $40,000; |
DIRECTOR COMPENSATION
| • | lead independent director (if applicable), $25,000; |
DIRECTOR COMPENSATION
| • | chairperson of the audit committee, $20,000; |
DIRECTOR COMPENSATION
| • | audit committee member other than the chairperson, $10,000; |
DIRECTOR COMPENSATION
| • | chairperson of the compensation committee, $15,000; |
DIRECTOR COMPENSATION
| • | compensation committee member other than the chairperson, $7,500; |
DIRECTOR COMPENSATION
| • | chairperson of the nominating and governance committee, $10,000; |
DIRECTOR COMPENSATION
| • | nominating and governance committee member other than the chairperson, $5,000, |
DIRECTOR COMPENSATION
| • | chairperson of the commercial strategy committee, $12,000; and |
DIRECTOR COMPENSATION
| • | commercial strategy committee member other than the chairperson, $6,000. |
DIRECTOR COMPENSATION
Director fees are payable in arrears in quarterly installments not later than the fifteenth day following the final day of each calendar quarter, and are prorated for any portion of a quarter that a director is not serving as a non-employee director or a committee member on our board. RSUs granted upon a director’s initial election or appointment to the Board vest in three equal annual installments following the grant date. RSUs granted annually to directors vest in a single installment on the earlier of the date of the next annual meeting of stockholders or the first anniversary of the grant date. In addition, all unvested RSUs vest in full upon the occurrence of a change in control. Mr. Badawi, our President and Chief Executive Officer, and Dr. Badawi, our Chief Technology Officer, both served on our Board during 2024, but have not been included in the 2024 Director Compensation Table below because they did not receive any additional compensation for this service. Information regarding Mr. Badawi’s compensation paid in 2024 is included in the 2024 Summary Compensation Table, the Outstanding Equity Awards at 2024 Fiscal Year-End Table, and the associated narrative disclosure above. We have not disclosed information regarding Dr. Badawi’s compensation paid in 2024 because he was not a named executive officer.
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth all compensation paid or awarded to our non-employee directors who served as directors during 2024 under the non-employee director compensation program as then in effect (the “Prior Program”). Pursuant to the Prior Program, the value of annual RSU awards was $120,000, the annual retainer fee was $40,000 paid in cash, and the retainer fee for the non-executive chairperson of the Board was $37,500 paid in cash. Each of the other amounts and terms remained unchanged as between the Prior Program and the Current Program. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our directors.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | RSU Awards ($)(1) | Total ($) | | Brenda Becker | 52,500 | 120,000 | 172,500 | | Staffan Encrantz | 93,500 | 120,000 | 213,500 | | Tamara Fountain, M.D | 55,000 | 120,000 | 175,000 | | Catherine Mazzacco | 62,000 | 120,000 | 182,000 | | Erica Rogers | 61,000 | 120,000 | 181,000 | | Donald Zurbay | 67,500 | 120,000 | 187,500 |
2024 Director Compensation Table
| (1) Amounts reflect the grant date fair value of the RSUs granted computed in accordance with ASC Topic 718. |