DEF 14A of Sight Sciences, Inc.
Filed Apr 22, 2026 · FY20250001140361-26-016138
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 two Class II Director nominees, Gerhard Burbach and Staffan Encrantz, to hold office until the 2029 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 II 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, either of Gerhard Burbach or Staffan Encrantz 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.
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. 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 Burbach
Gerhard 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 provides innovative nuclear technology solutions in numerous markets including power and medicine, Chairman of the Board of Directors of Procyrion Inc., a private medical device company focused on the interventional treatment of chronic heart failure, and Chairman of the Board of Directors of Rampart IC, Inc., a private medical technology company providing solutions for interventional medicine radiation safety. He has also served as a member of the board of directors of several other medical technology companies, including most recently Artelon, Fluidigm Corporation, and Brius Technologies. 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. Continuing Members of the Board:
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders) The current members of the Board who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
| Name | Age | Served as a Director Since | Position with Sight Sciences | | Paul Badawi | 51 | 2011 | President, Chief Executive Officer and Director | | Catherine Mazzacco | 61 | 2023 | Director |
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
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 plc, 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.
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. | 56 | 2011 | Chief Technology Officer and Director | | Tamara Fountain, M.D. | 63 | 2022 | Director | | Donald Zurbay | 58 | 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. She has also served as a member of the board of directors and a member of the audit committee of RxSight, Inc. (Nasdaq: RXST), a medical device manufacturer, since January 2022. Since 2025, Dr. Fountain has served as the Secretary of Global Relations for the American Academy of Ophthalmology (AAO) and in this role she acts as AAO’s ambassador to super national societies such as the European Society of Ophthalmology, the Pan-American Society of Ophthalmology and the Asia-Pacific Society of Ophthalmology. Dr. Fountain previously served as a member of the board of directors of AAO from January 2020 to January 2023 and as AAO’s President in 2021. Dr. Fountain has served as a member of the board of directors of the American Board of Ophthalmology since January 2022 and has also served as an Associate Editor of Ophthalmology, the Journal of the American Academy of Ophthalmology since 2023. 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 appointed as President of the Harvard Medical Alumni Association in 2026, and will serve a 2-year term after serving as chair for Alumni Fund Giving at Harvard Medical School from January 2016 to June 2019. She 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 also served 15 years on the board of directors of Ophthalmic Mutual Insurance Company (“OMIC”) and was elected 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. Between October 2022 and April 2025, Mr. Zurbay 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 that was acquired by Patient Square Capital. 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 compliance committee of LivaNova, PLC (Nasdaq: LIVN) and as a member of the board and a member of the audit and finance committee of DENTSPLY SIRONA, Inc. (Nasdaq: XRAY). Mr. Zurbay previously served as a member of the board and member of the audit committee of Avedro, Inc., a formerly publicly traded medical technology company that was acquired by Glaukos Corporation, from July 2017 to 2019, and as a member of the board and chairman of the audit committee of Silk Road Medical, Inc., a formerly publicly traded medical device company that was acquired by Boston Scientific Corporation, from March 2018 to September 2024. Mr. Zurbay is a member of the American Institute of Certified Accountants and the Minnesota Society of Certified Public Accountants. 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. 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.
Compensation Committee
| • | reviewing and making recommendations to the Board with respect to director compensation; |
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives The primary objective of our executive compensation program is to attract and retain talented executives with the skills necessary to lead us and create long-term value for our stockholders. We recognize there is significant competition for talented executives, especially in the medical device industry, and it can be particularly difficult for early-stage public companies to recruit experienced executives. We have also experienced challenges with our revenue growth, stock price and market capitalization, which have exacerbated these difficulties. Our executive compensation program is overseen by our Compensation Committee, which we refer to as the “committee” for purposes of this “Executive Compensation” section. The committee is primarily responsible for developing, reviewing and approving our compensation programs, including the compensation arrangements that apply to our named executive officers, and regularly reporting to our Board regarding the adoption and conduct of such programs. In particular, the committee is responsible for overseeing our cash and equity incentive plans, including approving individual grants or awards thereunder. The committee is also responsible for approving corporate performance objectives that are relevant to the compensation of our executive officers and determining our level of achievement relative to those objectives. The cash bonus program for our executive officers is based solely upon achievement of our annual corporate objectives that are reviewed by the committee and approved by our Board; there is no individual goal component tied to our executive officers’ cash bonuses. In establishing and overseeing our executive compensation program, the committee evaluates the total compensation paid to our named executive officers and other executives relative to available compensation information from companies in our industry that the committee deems suitably similar to us with reference to specific selection criteria, including revenue, market capitalization, industry, stage of growth, and similar considerations. With reference to relevant compensation survey data, the committee has historically benchmarked our executive compensation at the 50th percentile of peer group for base salary levels and target bonus levels. With respect to equity benchmarking, while our compensation philosophy historically contemplated equity grants at up to the 75th percentile of peer group, in practice the committee has generally granted equity to our executives in the range of 50th percentile of peer group, or less in instances where dilution concerns and other factors have led the committee to reduce grant amounts. In the third quarter of 2025, the committee adopted an updated compensation philosophy that does not benchmark any compensation element to a specific percentile; rather, the committee sets executive compensation at levels it deems appropriate after considering all relevant factors, including compensation data and metrics provided by the committee’s independent compensation consultant with respect to similarly-situated executives of our compensation peer group, the nature and impact of our named executive officers’ contributions, our short-term and long-term objectives, dilutive impact of our equity grant practices and overall equity plan share reserve, prevailing market conditions and similar factors. 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. Further, a portion of the 2026 annual equity awards issued to our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer consists of performance-based restricted stock units (“PRSUs”), which will only vest upon achievement of certain revenue performance milestones pre-approved by the committee. 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.
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 2024, the committee considered and approved a peer group, which we refer to as our 2025 peer group, for purposes of assisting the committee in making 2025 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 2025 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 2025 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 2025 peer group was comprised of the 19 following 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 | • iRadimed Corporation • Mesa Laboratories • NeuroPace | • Pulmonx • Pulse Biosciences • RxSight | • Si-BONE • TELA Bio • Treace Medical Concepts |
Peer Group
| • CVRx • Harvard Bioscience | • OrthoPediatrics • Paragon 28 | • Semler Scientific • Senseonics Holdings | • Zynex |
Peer Group
In September 2025, the committee considered and approved an updated peer group, which we refer to as our 2026 peer group, which was used for the purpose of assisting the committee in making 2026 compensation decisions. The factors used to select our 2026 peer group were similar to those used in prior years. Our 2026 peer group is comprised of the 19 companies in the medical device and biotechnology industries listed below, of which 15 were also part of our 2025 peer group.
Peer Group
| • AxoGen • Ceribell • ClearPoint Neuro • CVRx • iRadimed Corporation | • Mesa Laboratories • NeuroPace • Orchestra BioMed • OrthoPediatrics • Owlet | • Pulmonx • RxSight • Seer • Semler Scientific • Senseonics Holdings | • 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
| • | 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
2026 Base Salaries For 2026, Mr. Badawi’s base salary remained unchanged from 2025 ($659,000). The 2026 base salaries for Ms. Bauerlein and Mr. Hayden were adjusted to $500,000 and $450,000, respectively, reflecting standard salary increases commensurate with their performance. 2025 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 their cash bonuses for 2025 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 2025, 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 | 2025 Bonus Target | | Paul Badawi | 75% | | Alison Bauerlein(1) | 65% | | Jeremy Hayden | 50% | | Matthew Link(2) | 50% |
Elements of Our Executive Compensation Program
| (1) On January 24, 2025, the committee adjusted Ms. Bauerlein’s target bonus amount for the fiscal year ending December 31, 2025 to 60%. Her target bonus amount was subsequently increased to 65% in connection with her appointment as Chief Operating Officer of the Company on November 5, 2025. |
Elements of Our Executive Compensation Program
| • | The 2024 cash bonus target percentages for our named executive officers (other than our Chief Executive Officer who recommended no increase to his cash bonus target) had been purposefully elevated relative to historical levels to take into account the significant additional risk to our business resulting from the LCDs that were originally published by five of the seven MACs in June 2023, and it was contemplated by the committee at the time of adoption of these target percentages that they would reset to lower levels in 2025; |
Elements of Our Executive Compensation Program
| • | Executive equity ownership positions that lacked desired retentive value, including significant numbers of stock options that were significantly “out-of-the-money”; and |
Elements of Our Executive Compensation Program
| • | Historical difficulties in providing full equity grants to our executives in light of the equity burn rate targets adopted by the committee and our decreased stock price. |
2025 Business and Strategic Objectives
In particular, our 2025 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 2025 cash bonus program related to pre-determined revenue (weighted 40%), adjusted operating expense (weighted 20%), market access (weighted 20%), clinical/research and development (weighted 10%) and commercial product launch (weighted 10%) objectives. For each of the 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, commensurate with the strategic value of the achievement of such components, and limit compensation-related risk. The committee also approved two additional objectives, or “kickers,” to reward achievement of other strategic initiatives deemed important and accretive if achieved in 2025, which added 15% to the cash bonus payout opportunity. Additional information regarding the performance objectives and our performance relative to each objective is provided in the table below.
Performance Against 2025 Corporate Objectives
| • | We partially achieved our market access objective pertaining to establishment by payors of appropriate coverage and payment for the TearCare procedure for a certain threshold number of covered lives. We received a payout at 78.4% of target with respect to this corporate objective. While FCSO and Novitas established positive fee schedules in October 2025, the total number of Medicare patients in the jurisdictions administered by FCSO and Novitas did not meet the covered lives target, but was above the minimum threshold for partial payout. |
Performance Against 2025 Corporate Objectives
Though the establishment of equitable fee schedules by FCSO and Novitas resulted only in partial achievement of our covered lives objective, it provided concrete and material validation of the clinical efficacy of, and medical need for, the TearCare procedure, as payors have increasingly recognized the significance of our SAHARA clinical trial results and the compelling health economics associated with the TearCare procedure as compared to prescription eyedrops (the current standard of care). Achievement of our market access objectives pertaining to average payment rates for CPT code 0563T provided further evidence of TearCare’s commercial value and its addressable market opportunity. Satisfaction of our TearCare market access objectives was a critical step in our efforts to obtain and maintain broad, equitable coverage and payment for our TearCare procedure from third party payors. Clinical and R&D Objectives (10% of Total Corporate Payout at Target): We achieved at target (100% of target) and above target (125% of target) on our two clinical/research and development objectives, resulting in (i) an important expansion of our TearCare clinical evidence portfolio as we continue to engage with payors to drive broader coverage and equitable payment for the TearCare procedure; and (ii) completion of the next step in the development of our canalicular scaffolding technology, which technology is a key part of our product pipeline. We continue to engage in disciplined investment in our clinical evidence portfolio and product pipeline as these activities are core to fulfilling our mission. These initiatives demonstrate the commitment of our dedicated management team and employees to developing and bringing needed best-in-class interventional solutions to the market. Commercial Objective (10% of Total Corporate Payout at Target): We did not achieve our 2025 commercial objective (0% of target), which was the commercial launch of a next generation OMNI product. We did achieve the launch of another next-generation OMNI product, OMNI Edge; however our 2025 commercial objective was specific to another launch and thus the objective was not achieved. Additional Objectives (Kickers): We did not achieve either of our additional 2025 high-value corporate objective incentives, or “kickers,” though we made substantial progress with respect to both. These kickers represented a potential 15% enhancement to our target bonus opportunity. The first “kicker,” which represented a 10% potential enhancement to our target bonus opportunity, required establishment in 2025 of a minimum number of coverage policies with commercial payors and/or appropriate fee schedules with MACs or other large commercial payors. Though we did not achieve this minimum threshold, we received important validation of the commercial and clinical value of the TearCare procedure when FCSO and Novitas established fee schedules in October 2025 for CPT code 0563T, the code specifically associated with our TearCare procedure. The second “kicker,” which represented a 5% enhancement to our target bonus opportunity, required initiation of a proof-of-principle clinical trial in 2025 with respect to one of our primary pipeline products. We did not achieve this kicker but we continue to dedicate resources to development of this pipeline product. The following table sets forth the 2025 business and strategic objectives, the relative weighting of each objective, the 2025 target for each objective, a brief summary of the actual 2025 performance relative to each objective, and the resulting achievement percentage for each objective.
Performance Against 2025 Corporate Objectives
| 2025 Business and Strategic Objectives | Weighting % | 2025 Target | 2025 Actual Performance | Achievement Percentage* | | Total Revenue | 40% | Target: ≥$91 million (100% of Target). Maximum Threshold: ≥ $100 million (150% of Target). No payout beyond 150% for additional achievement. Minimum Threshold: ≥$82.0 million (50% of target). No payout below this $82 million revenue threshold. | $77.4 million. Below Minimum Threshold. | 0% of Target | | | | *Apply linear interpolation between Maximum, Target and Minimum amounts. | | | | Adjusted Operating Expenses | 20% | Target: ≤$115 million Adjusted Operating Expenses (100% of Target). Maximum Threshold: ≤$107 million (150% payout). No payout beyond 150% for additional achievement. Minimum Threshold: ≤ $120 million (50% of target). No payout above $120 million. | $87.8 million. Significantly above Target, above Maximum Threshold. | 150.0% of Target | | | | *Apply linear interpolation between Maximum, Target and Minimum amounts. | | | | Market Access (Minimum Covered Lives) | 5% | Target: ≥ Commercial coverage policies and/or MAC fee schedules covering at least 13 million lives in the aggregate. Maximum Threshold: ≥30 million covered lives (150% pay-out). No payout beyond 150% for additional achievement. Minimum Threshold: ≥6 million covered lives (50% pay-out). No payout below this covered lives threshold. | 10.4 million covered lives. Below Target Threshold, but above Minimum Threshold. | 78.4% of Target | | Market Access (Average TearCare Payment) | 15% | Target: (100% pay-out). Maximum Threshold: (150% pay-out). Minimum Threshold: (50% pay-out). | Target exceeded. Significantly above Target, above Maximum Threshold. | 150.0% of Target | | | | *Dollar thresholds not disclosed due to competitive considerations | | | | Clinical Objective (Timing of submission of SAHARA 24-Month Results) | 5% | Target: SAHARA 24-month results submitted for publication in March 2025 (100% payout). Maximum Threshold: Submission before February 28, 2025 (125% payout). No payout beyond 150% for additional achievement. Minimum Threshold: Submission by December 31, 2025 (50% payout). | Submitted in February 2025. Maximum Threshold achieved. | 125.0% of Target |
Performance Against 2025 Corporate Objectives
| 2025 Business and Strategic Objectives | Weighting % | 2025 Target | 2025 Actual Performance | Achievement Percentage* | | Clinical/R&D Objective (Canalicular Scaffolding (HELIX) Study Enrollment) | 5% | Target: First-in-human international study enrollment (minimum 20 patients at a single center) completed in September 30, 2025. Maximum Threshold: Enrollment completed by August 31, 2025 (125% payout). Minimum Threshold: Enrollment completed by December 31, 2025 (50% payout). | Completed September 2025. Target achieved. | 100.0% of Target | | Commercial Objective (Launch of Next-Generation OMNI Product) | 10% | Target: OMNI next-gen launch in August 2025 (100% pay-out). Maximum Threshold: Completion before August 1, 2025 (125% pay-out). Minimum Threshold: Completion by December 31, 2025 (50% pay-out). | Target not achieved -OMNI next-gen launch expected in 2026. | 0% of Target | | Additional Goal (Kicker): (Payor Coverage Policies/Fee Schedules) | 10% | Target: In 2025, achieve three or more coverage policies/fee schedules, which may be established through any combination of MACs and large commercial payors (each commercial payor must have minimum number of covered lives) . | Target not achieved. Two MACs established fee schedules. | 0% of Target | | Additional Goal (Kicker): Int’l “Proof of Principle” Trial for Pipeline Product | 5% | Target: By end of 2025 initiate international clinical “proof of principle” clinical trial. | Target not achieved. | 0% of Target |
2025 Cash Incentive Plan Pay-Outs
2025 Cash Incentive Plan Pay-Outs In January 2026, the committee determined the level of achievement relative to our 2025 corporate and strategic objectives, as described above, was 67.7% 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 for 2023, 2024 and 2025 is equal to approximately 78% of target, reflecting the committee’s commitment to fiscal discipline and a pay-for-performance philosophy. The 2025 cash bonuses paid to our named executive officers are included in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table below.
Equity Incentive Compensation
Equity Incentive Compensation We generally offer equity awards 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 2025. 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 have granted RSUs in our annual equity grant cycle 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 do not benchmark our equity compensation element to a specific percentile; rather, the committee sets executive equity compensation at levels it deems appropriate after considering all relevant factors, including compensation data and metrics provided by the committee’s independent compensation consultant with respect to similarly-situated executives of our compensation peer group, the nature and impact of our executives’ contributions and their levels of responsibility, the timing and value of recent equity awards granted to them, the aggregate value of our equity owned by our executives at the time of grant, their tenure with us, our short-term and long-term objectives, prevailing market conditions including equity burn rate, 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), the anticipated retentive value of outstanding equity awards held by our executives, and other relevant considerations; |
Equity Incentive Compensation
| • | the committee regularly evaluates executive compensation practices, including use of performance-based equity and other equity compensation vehicles, adjustments to mix of short-term and long-term compensation, and related considerations; |
Equity Incentive Compensation
| • | we issue most of our equity awards, including the awards granted as part of the 2025 and 2026 annual equity grant cycle, subject to time-based vesting (though the committee has introduced the use of equity awards subject to performance-based vesting in the 2026 annual equity grant cycle, 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
| • | we grant equity throughout almost all levels of the organization (excluding certain entry-level and non-exempt employees) to more closely align employee incentives with creation of long-term stockholder value. |
2025 Executive Equity Grants
2025 Executive Equity Grants During 2025, 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 the committee has periodically evaluated the appropriate timing for the potential introduction of performance-based equity awards for executives. 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, and decided to do so as part of the 2026 equity grant cycle (see “2026 Executive Equity Grants” below). For the 2025 equity grant cycle, the committee determined that, in light of (i) our market capitalization and current stage of growth, (ii) the continuing uncertainties in 2025 regarding revenue growth expectations in both interventional glaucoma and interventional dry eye segments due to market factors, (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 would continue to be subject only to time-based vesting. Taking into account the factors discussed above, the committee granted RSU awards to our named executive officers in 2025 as described in the table below:
2025 Executive Equity Grants
| Named Executive Officer | 2025 Aggregate Equity Awards (RSUs) | | Paul Badawi | 358,423(1) | | Alison Bauerlein | 309,744(2) | | Jeremy Hayden | 139,785(3) | | Matthew Link | 172,043(4) |
2025 Executive Equity Grants
| (1) These RSUs vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2025 and continuing through December 31, 2028, subject to Mr. Badawi’s continued service to us through the applicable vesting dates. |
2025 Executive Equity Grants
| (2) Ms. Bauerlein’s aggregate RSU awards include an initial award of 286,738 RSUs given to Ms. Bauerlein as part of our 2025 annual equity grant process which vests in 16 equal quarterly installments, with the first installment vesting on March 31, 2025 and continuing through December 31, 2028, subject to Ms. Bauerlein’s continued service to us through the applicable vesting dates. The second award, which was made in connection with her appointment as Chief Operating Officer of the Company in November 2025, consists of 23,006 RSUs, which vest in 16 equal quarterly installments, with the first installment vesting on December 31, 2025 and continuing through September 30, 2029, subject to Ms. Bauerlein’s continued service to us through the applicable vesting dates. |
2025 Executive Equity Grants
| (3) These RSUs vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2025 and continuing through December 31, 2028, subject to Mr. Hayden’s continued service to us through the applicable vesting dates. |
2025 Executive Equity Grants
| (4) These RSUs were scheduled to vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2025 and continuing through December 31, 2028, subject to Mr. Link’s continued service to us through the applicable vesting dates. Mr. Link departed from the Company in August 2025, and this RSU award was canceled in connection with his departure. |
2026 Executive Equity Grants
2026 Executive Equity Grants In its review of 2026 executive compensation, the committee assessed our financial performance, critical success metrics, peer company practices, the types of performance-based metrics that would effectively align executive incentives with company performance, and related considerations. In the first quarter of 2026, as part of the annual equity grant cycle, the committee approved the grant of RSUs and PRSUs to Mr. Badawi, our Chief Executive Officer, Ms. Bauerlein, our Chief Operating Officer, and James Rodberg, our Chief Financial Officer. Pursuant to these grants, 50% of Mr. Badawi’s total 2026 annual equity grant and 25% of Ms. Bauerlein’s and Mr. Rodberg’s 2026 annual equity grants (by dollar value) were comprised of PRSUs. The remainder of their equity awards were RSUs subject to time-based vesting in accordance with our standard vesting schedule. The PRSUs will vest based on achievement of certain levels of 2026 revenue performance: none of the PRSUs will vest if our 2026 revenues fail to achieve a certain minimum threshold, 100% of the PRSUs will vest if our 2026 revenues hit the target threshold (the “Target PRSUs”), and a maximum of 200% of the target PRSUs will vest if our 2026 revenues equal or exceed the maximum threshold (with linear interpolation between thresholds). Any PRSUs that are actually earned after determination of revenue achievement in 2026 will vest over three years in equal, consecutive annual installments with the first installment vesting upon the date of final determination of 2026 revenue achievement and corresponding award of earned PRSUs. The committee believes that performance-based equity awards will play an important role in our equity compensation structure moving forward as our business evolves and we gain more insight into longer-term market opportunities for our products. The committee granted RSU awards to our named executive officers in 2026 as described in the table below:
2026 Executive Equity Grants
| Named Executive Officer | 2026 Aggregate Equity Awards | | Paul Badawi | 309,120(1) | | Alison Bauerlein | 170,015(2) | | Jeremy Hayden | 115,920(3) |
2026 Executive Equity Grants
| (1) This award is comprised of 154,560 RSUs and 154,560 PRSUs. The PRSUs vest only upon achievement of certain prescribed revenue performance metrics as described above. The RSUs vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2026 and continuing through December 31, 2029, subject to Mr. Badawi’s continued service to us through the applicable vesting dates. |
2026 Executive Equity Grants
| (2) This award is comprised of 127,511 RSUs and 42,504 PRSUs. The PRSUs vest only upon achievement of certain prescribed revenue performance metrics as described above. The RSUs vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2026 and continuing through December 31, 2029, subject to Ms. Bauerlein’s continued service to us through the applicable vesting dates. |
2026 Executive Equity Grants
| (3) Mr. Hayden’s award is comprised of RSUs only. These RSUs vest in 16 equal quarterly installments, with the first installment vesting on March 31, 2026 and continuing through December 31, 2029, 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 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. In August 2025, we entered into a separation agreement and release with Mr. Link, pursuant to which, and subject to Mr. Link’s continued compliance with restrictive covenants included in his employment agreement, Mr. Link (i) will receive a separation payment in an amount equal to one year of his base salary, payable in regular installments over the 12 month period following the effective date of August 31, 2025, (ii) is entitled to payment or reimbursement for up to one year of COBRA benefits and (iii) received accelerated vesting of 61,675 unvested RSUs. In connection with his departure, Mr. Link’s executive employment agreement was terminated.
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 2025, and all of the equity awards granted thus far in 2026, were granted in the form of RSUs, including the grant of performance-based RSUs to certain executives in 2026. 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.” Except with respect to Ms. Bauerlein, who received an award of RSUs in November 2025 in connection with her appointment as Chief Operating Officer of the Company, no off-cycle equity awards were granted to any of our named executive officers during 2025. 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 2025, no grants of equity awards, including options, 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.
2025 Summary Compensation Table
2025 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 2025 and 2024, as applicable. 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.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Paul Badawi President and Chief Executive Officer | 2025 | 659,000 | 1,000,000 | 334,607 | 12,001(4) | 2,005,608 | | | 2024 | 640,000 | 1,670,000 | 693,389 | 18,790(4) | 3,022,179 | | Alison Bauerlein Chief Operating Officer | 2025 | 474,900 | 950,000 | 196,504 | 5,250 | 1,626,754 | | | 2024 | 450,000 | 1,350,000 | 433,368 | 5,175 | 2,238,543 | | Jeremy Hayden Chief Legal Officer | 2025 | 433,000 | 390,000 | 146,571 | 4,683 | 974,254 | | | 2024 | 420,000 | 650,000 | 404,477 | 5,175 | 1,479,652 | | Matthew Link Chief Commercial Officer(6) | 2025 | 288,125 | 480,000 | — | 448,793(5) | 1,216,918 |
2025 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. |
2025 Summary Compensation Table
| (2) 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 2025 annual cash incentive program. |
2025 Summary Compensation Table
| (3) Except as otherwise noted, amounts in this column include matching contributions made by us to the named executive officers under the 401(k) plan. |
2025 Summary Compensation Table
| (4) Includes the costs associated with Mr. Badawi’s attendance at a Company sales team event, including the related tax gross-up reimbursement ($12,001 and $11,937 for 2025 and 2024 respectively). The same reimbursement methodology was applied to all Company employees who attended the event. |
2025 Summary Compensation Table
| (5) Includes costs associated with Mr. Link’s departure from the Company (accelerated vesting in $260,885 of RSUs, $156,642 of severance and COBRA payments, and a $6,409 401(k) payment), and the costs associated with Mr. Link’s attendance at a Company sales team event, including the related tax gross-up reimbursement ($24,857 for 2025). The same reimbursement methodology was applied to all Company employees who attended the event. |
2025 Summary Compensation Table
| (6) Mr. Link was not a named executive officer in 2024. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information about stock options and RSUs held by each of the named executive officers as of December 31, 2025. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts which may be realized by our named executive officers.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | | Paul Badawi | 650,000 | — | 10.96 | 5/24/2031 | 21,950(3) | 174,064 | | | 58,753 | — | 24.00 | 7/13/2031 | 88,300(4) | 700,219 | | | 343,981 | 7,319(1) | 17.52 | 2/8/2032 | 195,094(5) | 1,547,095 | | | 164,572 | 61,128(2) | 9.78 | 3/16/2033 | 268,818(6) | 2,131,727 | | Alison Bauerlein | 52,078 | 19,722(7) | 10.10 | 5/9/2033 | 51,500(8) | 408,395 | | | | | | | 157,711(5) | 1,250,648 | | | | | | | 215,054(6) | 1,705,378 | | | | | | | 21,569(9) | 171,042 | | Jeremy Hayden | 40,000 | — | 1.96 | 5/10/2030 | 3,000(3) | 23,790 | | | 8,000 | — | 1.96 | 7/28/2030 | 22,935(4) | 178,822 | | | 70,000 | — | 10.96 | 5/24/2031 | 75,935(5) | 602,165 | | | 47,195 | 1,055(1) | 17.52 | 2/8/2032 | 104,839(6) | 831,373 | | | 42,072 | 15,628(2) | 9.78 | 3/16/2033 | — | — | | Matthew Link(10) | — | — | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) 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 2025 Fiscal Year-End
| (2) 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 2025 Fiscal Year-End
| (3) 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 2025 Fiscal Year-End
| (4) These RSUs vest as to 25% of the underlying shares on each of January 15, 2024; January 15, 2025; January 15, 2026; and January 15, 2027, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) 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 2025 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, 2025 and continuing through December 31, 2028, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2025 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 2025 Fiscal Year-End
| (8) These RSUs vest as to 25% of the underlying shares on each anniversary of the vesting commencement date of May 15, 2023, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) These RSUs vest in 16 equal quarterly installments on the final day of each calendar quarter following the issuance date, with vesting beginning on October 1, 2025 and continuing through September 30, 2029, subject to the executive’s continued service to us through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (10) Mr. Link did not hold any unexercised options or unvested RSUs as of December 31, 2025. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Under our Non-Employee Director Compensation Program, as amended and restated effective as of December 5, 2024 (the “Non-Employee Director Compensation 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 Corporate Governance Committee, $10,000; |
DIRECTOR COMPENSATION
| • | Nominating and Corporate 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, $6,000. |
DIRECTOR COMPENSATION
Director fees are payable in arrears in quarterly installments not later than the fifteenth day following the final day of each calendar quarter, and are prorated for any portion of a quarter that a director is not serving as a non-employee director or a committee member on our Board. RSUs granted upon a director’s initial election or appointment to the Board vest in three equal, annual installments following the grant date. RSUs granted annually to directors vest in a single installment on the earlier of the date of the next annual meeting of stockholders or the first anniversary of the grant date. In addition, all unvested RSUs vest in full upon the occurrence of a change in control. Mr. Badawi, our President and Chief Executive Officer, and Dr. Badawi, our Chief Technology Officer, both served on our Board during 2025, but have not been included in the 2025 Director Compensation Table below because they did not receive any additional compensation for their services. Information regarding Mr. Badawi’s compensation paid in 2025 is included in the 2025 Summary Compensation Table, the Outstanding Equity Awards at 2025 Fiscal Year-End Table, and the associated narrative disclosure above. We have not disclosed information regarding Dr. Badawi’s compensation paid in 2025 because he was not a named executive officer.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth all compensation paid or awarded to our non-employee directors who served as directors during all or a portion of 2025 under the Non-Employee Director Compensation Program. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our directors.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | RSU Awards ($)(1) | Total ($) | | Brenda Becker(2) | 48,556 | 130,000 | 178,556 | | Staffan Encrantz | 101,000 | 130,000 | 231,000 | | Tamara Fountain, M.D | 59,606 | 130,000 | 189,606 | | Catherine Mazzacco | 67,000 | 130,000 | 197,000 | | Erica Rogers(2) | 55,733 | 130,000 | 185,733 | | Gerhard Burbach(3) | 43,616 | 240,000 | 283,616 | | Donald Zurbay | 72,500 | 130,000 | 202,500 |
2025 Director Compensation Table
| (1) Amounts reflect the grant date fair value of the RSUs granted computed in accordance with ASC Topic 718. |
2025 Director Compensation Table
| (2) Ms. Becker and Ms. Rogers resigned from the Board, effective November 4, 2025. Fees are prorated based on service time on the Board through date of resignation, and their unvested RSUs automatically terminated and ceased to vest as of their departure date. |
2025 Director Compensation Table
| (3) Mr. Burbach was appointed to the Board on April 21, 2025. Fees are prorated based on service time on the Board. |