DEF 14A of RxSight, Inc., Apr 28, 2026

DEF 14A of RxSight, Inc.

Filed Apr 28, 2026 · FY20250001193125-26-187240

Open on EDGAR

  1. TABLE OF CONTENTS

    | Option Exercises During Fiscal Year | 44 | | Employment Arrangements With Our Named Executive Officers | 44 | | Potential Payments upon Termination or Change in Control | 45 | | Equity Compensation Plan Information | 46 | | CEO PAY RATIO DISCLOSURE | 47 | | PAY VERSUS PERFORMANCE | 47 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 52 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 54 | | Related Party Transactions | 54 | | Indemnification Agreements | 54 | | OTHER MATTERS | 54 | | Fiscal Year 2025 Annual Report | 54 | | Delinquent Section 16(a) Reports | 55 |

  2. Director Nominees

    Director Nominees William J. Link, Ph.D. Dr. Link has served as a member of our Board since November 2016 and has served as a member of the Compensation Committee from November 2016 to July 2021 and as a member of the Audit Committee from July 2021 to February 2024. Dr. Link formed Flying L Management, LLC in 2017 and is the Managing Partner. Dr. Link has served as a managing director and cofounder of Versant Ventures Management LLC, a venture capital firm investing in early stage healthcare companies, since 1999. He has served as a member of the board of directors of Lensar, Inc. since November 2017 and Tarsus Pharmaceuticals, Inc. (NASDAQ: TARS) since January 2017. Dr. Link also currently serves on the board of directors of Allegro Ophthalmics, LLC, Praxis Management, LLC, Horizon Surgical, Forsight Vision 6, TearClear Corp., ViaLase, Inc., Osanni Bio, Inc., Eyexora, LLC, and EyeDura, Inc. Prior to co-founding Versant Ventures in November 1999. Dr. Link was a general partner at Brentwood Venture Capital from 1998 to 2020. From March 1986 to December 1997, Dr. Link was founder, chairman, and chief executive officer of Chiron Vision Corp. He also founded and served as President of American Medical Optics, Inc. (AMO) a division of American Hospital Supply Corporation, (acquired by Allergan, Inc., which was acquired by AbbVie (NYSE: ABBV) from 1978 to 1985. Dr. Link served as a director of Advanced Medical Optics, Inc. from September 2002 to February 2009, a director of Inogen, Inc. (NASDAQ:INGN) from July 2003 to February 2014, a director of Second Sight Medical Products, Inc. from August 2003 to May 2020, a director of Edwards Lifesciences Corp. (NYSE:EW) from May 2009 to May 2021, a director of Glaukos, Inc. (NYSE:GKOS) from June 2001 to December 2021, and a director of Oyster Point Pharma, Inc. (acquired by Viatris Inc. NASDAQ:VTRS) from July 2015 to March 2022. Dr. Link also served as an assistant professor in the Department of Surgery at the Indiana University School of Medicine from 1973 to 1976. Dr. Link received a B.S., M.S., and a Ph.D. in mechanical engineering from Purdue University. We believe Dr. Link is qualified to serve on our Board because of his experience in leading and investing in medical device companies. Robert Warner. Mr. Warner has served as a member of our Board since August 2021, at which time he was nominated to serve as a member of the Compensation Committee and the chair of the Governance Committee. Mr. Warner served as President and General Manager of Alcon Vision Care Franchise Alcon Laboratories (NYSE: ALC) from August 2015 until February 2018. Prior to that, Mr. Warner served as President, U.S. and Canada, for Alcon from January 2012 to July 2015 and as President, Canada and Latin America, for Alcon from November 2010 to January 2012. From January 2005 to October 2010, Mr. Warner served in increasing positions of responsibility for Alcon. Mr. Warner was a member of the Alcon Executive Leadership Team for over 10 years and led the Alcon transition from Nestle (OTCMKTS: NSRGY) to Novartis (NYSE: NVS) majority ownership. Mr. Warner currently serves on the board of directors of Oculis (NASDAQ: OCS) and three private medical device companies, i Lumen Scientific, Qlaris Bio, and EyeYon Medical (serving as Chairman for the latter), and is also a board member of a nonprofit organization, GRACE, the Grapevine Relief and Community Exchange. Mr. Warner holds a B.S. in Chemistry from Pace University and an MBA from Rutgers University. We believe Mr. Warner is qualified to serve on our Board because of his extensive experience leading and serving on the Board of medical device companies. Shweta Singh Maniar. Ms. Maniar joined our Board in December 2021, at which time she was nominated to serve as a member of the Governance Committee. Since July 2018, Ms. Maniar has served as Global Leader, Healthcare & Life Sciences Solutions & Strategy at Google, where she leads vision, strategy, and execution of Google Cloud's industry product strategy and go-to-market model. Prior to joining Google (Alphabet, Inc.) (NASDAQ: GOOG), from November 2013 to June 2018, Ms. Maniar contributed as an executive at Genentech, where she led market growth strategies relevant to technology accelerators for therapies and diagnostics. For more than a year previously, she served as Director for the Center of Minimally Invasive Therapeutics at Summa Health. Earlier in her career, Ms. Maniar spent several years in a research capacity at the Cleveland Clinic and the Austen BioInnovation Institute in Akron, where she was primarily focused on medical devices and minimally invasive therapeutics. She currently serves on the board of directors of Orthofix Medical Inc. (NASDAQ: OFIX). Ms. Maniar holds a B.A. in Economics from the University of California, San Diego. We believe Ms. Maniar is qualified to serve on our Board because of her leadership experience and her business, operations and strategy experience with healthcare companies.

  3. Continuing Directors

    Continuing Directors Julie B. Andrews. Ms. Andrews has served as a member of our Board since August 2021, at which time she was nominated to serve as the Chairperson of the Audit Committee. Ms. Andrews has over twenty years’ experience in senior finance leadership roles with leading medical technology companies and brings a broad skill set in executing strategic initiatives and leading global finance organizations. Ms. Andrews currently serves as the Chief Financial Officer for Orthofix Medical (NASDAQ: OFIX), a leading global medical technology company. Previously, Ms. Andrews served as the Chief Financial Officer for Smart Wires Technology LTD., a clean technology company focused on digitalizing and modernizing the electrical grid from September 2021 to April 2023. From August 2019 to December 2020, Ms. Andrews held the position of Senior Vice President, Global Finance with Wright Medical Group N.V. (NASDAQ: WMGI) with responsibility for the finance, accounting, tax and treasury functions. During her time at Wright Medical, Ms. Andrews played key leadership roles in several successful mergers and acquisitions. These included leading the divestiture and carve-out of the approximately $300 million sale of the hip and knee business to Microport, providing leadership oversight for Wright Medical’s $3.3 billion in equity value acquisition of Tornier, N.V., and leading the diligence and integration planning of the sale of Wright Medical to Stryker Corporation (NYSE: SYK). Ms. Andrews was Vice President, Chief Accounting Officer from May 2012 to September 2019 of Wright Medical Group N.V. (f.k.a. Wright Medical Group Inc.). Prior to joining Wright Medical, Ms. Andrews spent fourteen years at Medtronic, Inc. (NYSE: MDT), a global medical device company. During her tenure with Medtronic, Ms. Andrews held numerous key financial positions including Vice President, Finance (Business Unit CFO) for the $3.5 billion Spine and Biologics business. Ms. Andrews began her career working with Thomas & Betts Corporation in Memphis, Tennessee and Thomas Havey, LLP in Chicago, Illinois. Ms. Andrews previously served on the board of directors of Priveterra (NASDAQ: PMGM), a healthcare focused special acquisition corporation and serves as the chair of their audit committee. Ms. Andrews received a BS in Accounting from Indiana University NW. We believe that Ms. Andrews is qualified to serve on our Board due to her financial experience in the healthcare industry. Robert J. Palmisano. Mr. Palmisano has served on our Board since August 2021, at which time he was nominated to serve as the Chairperson of the Compensation Committee. Mr. Palmisano served as President and Chief Executive Officer, and as the Executive Director of the Board of Directors and Board Member of Wright Medical Group N.V. in connection with the merger of Wright Medical Group, Inc. (NASDAQ: WMGI) and Tornier N.V. from October 2015 until it was acquired by Stryker Corporation (NYSE: SYK) in November 2020. Mr. Palmisano also served as President and Chief Executive Officer of Wright Medical Group, Inc. from September 2011 to October 2015, and President and Chief Executive Officer of ev3 Inc. from April 2008 to July 2010, when it was acquired by Covidien plc. Mr. Palmisano was President and Chief Executive Officer of IntraLase Corp. (NASDAQ: ILSE) from April 2003 to April 2007, when it was acquired by Advanced Medical Optics (NYSE: EYE), Inc. Before joining IntraLase, Mr. Palmisano was President and Chief Executive Officer of MacroChem Corporation (OTCBB: MCHM) from April 2001 to April 2003. Earlier in his career, he served as President and Chief Executive Officer of Summit Technology, Inc. (NASDAQ: BEAM) until it was acquired by Alcon, Inc. (NYSE: ALC). Mr. Palmisano currently serves on the board of directors of AEON Biopharma (NYSE: AEON) and Saluda Medical (ASX: SLD), and serves on the Providence College Board of Trustees Emeritus. Mr. Palmisano previously served as the Chairman of the Board of Avedro, Inc. (acquired by Glaukos, Inc. (NYSE: GKOS)), and on the board of directors of ev3 Inc. (NASDAQ: EVVV), Priveterra Acquisition Corp. (NASDAQ: PMGM), Osteotech, Inc. (NASDAQ: OSTE) (acquired by Medtronic, Inc. (NYSE: MDT)) and Abbott Medical Optics, Inc. (acquired by Johnson & Johnson (NYSE: JNJ)), all publicly held companies, and Bausch & Lomb, a privately held company. Mr. Palmisano holds a B.A. in Political Science from Providence College. We believe Mr. Palmisano is qualified to serve on our Board because of his extensive experience leading and serving on the Board of medical device companies. Tamara R. Fountain, M.D. Dr. Fountain joined our Board in January 2022, at which time she was nominated to serve as a member of the Audit Committee. Dr. Fountain served as the 2021 President of the American Academy of Ophthalmology, the world’s largest association of eye physicians and surgeons and recently returned to Academy service as Secretary for Global Relations in 2025. She also serves as an Associate Editor of Ophthalmology, the journal of the American Academy of Ophthalmology. Dr. Fountain was named to the board of directors of the American Board of Ophthalmology in January 2022, where she serves on the Finance and Credentialing Committees and chairs the Governance Committee. Dr. Fountain was elected to the board of Sight Sciences (NASDAQ: SGHT) in July 2022 where she serves on the Nominating-Governing and Compensation Committees. She has been on faculty at Rush University Medical Center in Chicago since May 1998 where she is professor of ophthalmology and section chair emeritus of ophthalmic plastic and reconstructive surgery. She has maintained a private practice, Ophthalmology Partners, Ltd., on Chicago’s North Shore since December 2000. Dr. Fountain was chair for Alumni Fund Giving at Harvard Medical School from January 2016 to June 2019 and began a two-year term as President of the Harvard Medical School Alumni Council in 2026. She served as President of the American Society of Ophthalmic Plastic and Reconstructive Surgery in 2018 and 15 years on the board of directors of Ophthalmic Mutual Insurance Company (OMIC), the largest, by market share, professional liability insurer of ophthalmologists in the United States. At the end of her term, Dr. Fountain was elected OMIC’s chair of the Board and chair of the Audit Committee, serving January 2014 to December 2015. She was President of the Illinois Society of Eye Physicians and Surgeons January 2002 to December 2005. Dr. Fountain received her BA in Human Biology from Stanford University in 1984, her MD from Harvard Medical School in 1988 and in 1992, completed her residency in ophthalmology at Johns Hopkins Hospital’s Wilmer Eye Institute. We believe Dr. Fountain is qualified to serve on the Board because of her experience as a practicing ophthalmologist and her leadership roles in the ophthalmology field. Ron Kurtz, M.D. Dr. Kurtz has served as our President and Chief Executive Officer, as well as on our Board since 2016. Prior to joining RxSight, he co-founded and served as President and Chief Executive Officer of LenSx Lasers, Inc. He became General Manager of Alcon LenSx, Inc after the company was acquired by Alcon Inc. (NYSE: ALC) in 2010. Dr. Kurtz previously co-founded IntraLase Corp. (NASDAQ: ILSE) serving as its initial President & CEO and then in other senior leadership positions. IntraLase became a publicly held NASDAQ-listed company in 2004 and was acquired by Advanced Medical Optics, Inc. (NYSE: AMO) in 2007. Dr. Kurtz has served on the faculty of both the University of California, Irvine, and the University of Michigan. He earned his B.A. in Biochemistry from Harvard College and his M.D. from the University of California, San Diego. We believe that Dr. Kurtz is qualified to serve on our Board due to his leadership track record, his experience as an ophthalmologist, and his service as our Chief Executive Officer and President.

  4. Continuing Directors

    J. Andy Corley. Mr. Corley has served as a member of our Board since January 2015 and has served as our Chairman of the Board of Directors since July 2015, as a member of the Compensation Committee since January 2015 and as a member of the Governance Committee since July 2021. Mr. Corley has also served as a board member of Newton Tech (formerly Neurolens) since 2012, where he currently serves as Chairman of the Board, and has been a partner at Flying L Partners since 2016. Mr. Corley also currently serves on the boards of directors for Epion Therapeutics, Nvasc, Inc., Surface Medical, and Lumenex. Mr. Corley co-founded eyeonics, Inc. in 1998 and served as its Chief Executive Officer and Chairman of the Board until the company was sold to Bausch & Lomb, Inc. in February 2008. Mr. Corley then served as President of the Surgical Division at Bausch & Lomb following its acquisition of eyeonics, Inc from 2008 to 2011. Mr. Corley also co-founded Chiron Vision Corp., a company focused on the development of LASIK, in 1987 and served as General Manager of the Refractive Surgery Division until December 1997. Mr. Corley received a Bachelor of Business Administration degree from Georgia Southern University. We believe Mr. Corley is qualified to serve on our Board because of his experience in leading and investing in medical device companies. Juliet Tammenoms Bakker. Ms. Tammenoms Bakker has served as a member of our Board since June 2015. Ms. Tammenoms Bakker co-founded Longitude Capital, a healthcare venture capital firm, where she has served as a Managing Director since 2006. Prior to Longitude, Ms. Tammenoms Bakker served as a Managing Director of Pequot Ventures, where she founded the life sciences investment practice. Prior to Pequot Ventures, Ms. Tammenoms Bakker was an equity research analyst with Banque Paribas. Ms. Tammenoms Bakker currently serves on the boards of directors of Ceribell, Inc. (NASDAQ: CBLL) and other privately held healthcare companies. Ms. Tammenoms Bakker previously served on the boards of directors of over twenty companies including Eargo, Inc. (NASDAQ: EAR), Axonics Modulation Technologies, Inc. (NASDAQ: AXNX), and Venus concept Inc. (NASDAQ: VERO). Ms. Tammenoms Bakker holds an M.P.A. from the Harvard Kennedy School and a B.Sc. from the College of Agriculture and Life Sciences at Cornell University, or CALS, and she currently serves as a Trustee on the Board of Trustees at Cornell University. We believe Ms. Tammenoms Bakker is qualified to serve on our Board due to her extensive experience as an investor in medical technology companies and as a member of the boards of directors of multiple public and private companies. Raymond W. Cohen. Mr. Cohen was appointed to our Board in July 2025 and is a member of both the Audit and Compensation Committees. Mr. Cohen is an accredited public company director and seasoned medical technology executive with extensive experience in leading and scaling innovative healthcare companies. He currently serves on the boards of Kestra Medical Technologies (Nasdaq: KMTS), where he is Chair of the Compensation Committee and InspireMD (Nasdaq: NSPR) as an Independent Director. Mr. Cohen also serves on the board of several private companies, Biobeat as Executive Chairman, Spiro Medical as Chairman, Archimedes Vascular as Chairman, and Resonant Link Medical as Chairman. Cohen also serves as a Venture Partner with Andera Partners, an asset management firm, and Sherpa Capital Partners, a venture capital firm. During 2025, Nalu Medical and SoniVie, where Mr. Cohen served as chairman, were both sold to Boston Scientific. From 2013 until late 2024, Mr. Cohen was Chief Executive Officer and a member of the board of Axonics, Inc. (Nasdaq: AXNX), where he led the company from inception to being recognized as the fastest-growing company in North America and oversaw its $3.7 billion acquisition by Boston Scientific. Earlier in his career, he served as Chairman of BioLife Solutions, Inc. (Nasdaq: BLFS) and held board positions at Spectrum Pharmaceuticals (Nasdaq: SPPI), LifeWatch (LIFE.SW), Syncroness, Inc. and for over 10 years as CEO and Chairman of Cardiac Science, Inc (DFIB). Mr. Cohen holds a B.S. in Business Management from Binghamton University in New York. We believe that Mr. Cohen is qualified to serve on our Board because of his leadership experience and commercial expertise in the medical device industry.

  5. Considerations in Evaluating Director Nominees

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

  6. Skills and Qualifications of Our Director Nominees

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

  7. Skills and Qualifications of Our Director Nominees

    | Board Skills Matrix | | | | | | | | | | | | | | Business or Professional Experience/Skills/Attributes | Corley | Kurtz | Bakker | Link | Warner | Maniar | Andrews | Palmisano | Fountain | Cohen | # of directors | % of directors | | Executive Leadership | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | 10 | 100% | | Governance, Regulatory Compliance and Risk Management | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | 10 | 100% | | Other Public Company Board Service | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | 10 | 100% | | Accounting and Auditing | ☑ | | ☑ | | | ☑ | ☑ | | ☑ | ☑ | 6 | 60% | | Capital Management | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ | | ☑ | 8 | 80% | | Sustainability | | ☑ | ☑ | | | ☑ | | ☑ | | | 4 | 40% | | Mergers and Acquisitions | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ | | ☑ | 8 | 80% | | Human Capital Management | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ | | ☑ | 8 | 80% | | International Commercialization | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | | ☑ | 7 | 70% | | Medical Technology | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | 10 | 100% | | Ophthalmology | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | 9 | 90% | | Cybersecurity | | ☑ | ☑ | | | | ☑ | | | | 3 | 30% |

  8. Outside Director Compensation Policy

    Outside Director Compensation Policy Under our Outside Director Compensation Policy, each non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards under our outside director compensation policy. Our Board has the discretion to revise non-employee director compensation as it deems necessary or appropriate. Our Board most recently approved an amendment to our Outside Director Compensation Policy in December 2024. Cash Compensation. For the 2025 fiscal year, all non-employee directors were eligible to receive the following cash compensation for their services: • $50,000 per year for services as a board member; • $50,000 per year additionally for service as non-executive chair of the Board; $30,000 per year additionally for service as lead director of the Board; $10,000 per year additionally for service as chair of the Audit Committee; $10,000 per year additionally for service as an Audit Committee member; • $7,500 per year additionally for service as chair of the Compensation Committee; • $7,500 per year additionally for service as a Compensation Committee member; • $5,000 per year additionally for service as chair of the Governance Committee; and • $5,000 per year additionally for service as a Governance Committee member. Notwithstanding the foregoing, if our Board or any one committee of our Board meets in excess of 8 times in a year (measured from annual meeting to annual meeting), such non-employee directors will be provided a fee of $1,500 for each additional meeting attended. Each annual cash retainer and additional annual fee will be paid quarterly in arrears on a prorated basis. Equity Compensation. Each non-employee director is eligible to receive all types of awards (except incentive stock options) under the 2021 Equity Incentive Plan (the “2021 Plan”) (or the applicable equity plan in place at the time of grant), including discretionary awards not covered under the policy. Under our Outside Director Compensation Policy, nondiscretionary, automatic grants of restricted stock units are made to our non-employee directors as follows: • Initial RSU Grant. Each person who first becomes a non-employee director automatically will be granted an award of restricted stock units, or an Initial Award, covering a number of shares of our common stock having a value of $277,500 with any resulting fraction rounded down to the nearest whole share. The Initial Award will be granted automatically on the first trading day on or after the date on which such individual first becomes a non-employee director, or the Initial Start Date, whether through election by our stockholders or appointment by our board to fill a vacancy. If an individual was a member of our board and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an Initial Award. Each Initial Award will be scheduled to vest as follows: 1/3rd of the restricted stock units subject to the Initial Award will be scheduled to vest on each annual anniversary of the Initial Start Date (or, if there is no corresponding day in the applicable month, then the last day of such month), in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. • Annual RSU Grant. Each non-employee director automatically will be granted an award of restricted stock units, or an Annual Award, with a value of $170,000 on the date of each annual meeting of our Board, or the Annual Meeting; provided that the first Annual Award granted to an individual who first becomes a non-employee director following the effective date of the policy will have a value equal to the product of (A) $170,000 multiplied by (B) a fraction, (i) the numerator of which is the number of fully completed months between the applicable Initial Start Date and the date of the first Annual Meeting to occur after such individual first becomes a non-employee director, and (ii) the denominator of which is 12; provided further that any resulting fraction with respect to an Annual Award shall be rounded down to the nearest whole share underlying the restricted stock unit. Each Annual Award will be scheduled to vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the next Annual Meeting following the grant date, in each case, subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. The “value” for the Initial Awards and Annual Awards described above means the fair value on the date of grant for full-value shares and the grant fair value calculated in accordance with a Black-Scholes valuation model for stock options, in accordance with U.S. generally accepted accounting principles, or such other methodology our Board or Compensation Committee may determine. In the event of a change in control, as such term is defined in the 2021 Plan, each non-employee director will fully vest in his or her outstanding equity awards, including any Initial Awards and Annual Awards, provided that the non-employee director continues to be a non-employee director through the date of the change in control. Additionally, in the event of a non-employee director’s death or termination due to disability, such non-employee director will fully vest in his or her outstanding equity awards as of immediately prior to the non-employee director’s death or termination due to disability. Pursuant to our outside director compensation policy, no non-employee director may be issued, in any fiscal year, cash retainers or fees and equity awards with an aggregate value greater than $500,000, increased to $1,000,000 for the fiscal year an individual initially becomes a member of our Board. Other than as set forth in the table below, we did not pay any other compensation to any of our non-employee directors in 2025. We also reimburse our directors for expenses associated with attending meetings of our Board and its committees. Additionally, each director is eligible to have up to $7,500 per year of director development and education expenses reimbursed, subject to an overall cap of $30,000 for all directors per year.

  9. Director Compensation

    Director Compensation The following table presents the total compensation that each of our non-employee directors received during the year ended December 31, 2025. See “Executive Compensation” for a discussion of compensation paid to Dr. Kurtz, our Chief Executive Officer. Dr. Kurtz receives no additional compensation for serving on our Board.

  10. Director Compensation

    | Name | Cash Compensation ($) (1) | Stock Awards ($) (2) (3) | Option Awards ($) | All other Compensation ($) | Total ($) | | J. Andy Corley (4) | 112,500 | 169,989 | — | — | 282,489 | | Julie B. Andrews (5) | 70,000 | 169,989 | — | — | 239,989 | | Juliet Tammenoms Bakker (6) | 65,000 | 169,989 | — | — | 234,989 | | Robert J. Palmisano (7) | 65,000 | 169,989 | — | — | 234,989 | | Robert Warner (8) | 67,500 | 169,989 | — | — | 237,489 | | William J. Link, Ph.D. (9) | 50,000 | 169,989 | — | — | 219,989 | | Shweta Singh Maniar (10) | 55,000 | 169,989 | — | — | 224,989 | | Tamara R. Fountain, M.D. (11) | 60,000 | 169,989 | — | — | 229,989 | | Raymond W. Cohen (12) | 28,125 | 277,497 | — | — | 305,622 |

  11. Director Compensation

    (1) Cash compensation earned for Board and committee membership is discussed under the “Outside Director Compensation Policy” heading above. (2) Consists of grants of time based RSUs granted pursuant to our 2021 Plan. (3) These figures reflect the aggregate grant date fair value of awards of RSUs granted in the fiscal year, computed in accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation (“Topic 718”). See Note 8 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. (4) As of December 31, 2025, J. Andy Corley had outstanding options to purchase a total of 96,805 shares of our common stock and 10,752 shares issuable upon vesting of time-based RSUs. (5) As of December 31, 2025, Julie B. Andrews had 10,752 shares issuable upon vesting of time-based RSUs. (6) As of December 31, 2025, Juliet Tammenoms Bakker had 10,752 shares issuable upon vesting of time-based RSUs. (7) As of December 31, 2025, Robert J. Palmisano had 10,752 shares issuable upon vesting of time-based RSUs. (8) As of December 31, 2025, Robert Warner had 10,752 shares issuable upon vesting of time-based RSUs. (9) As of December 31, 2025, William J. Link, Ph.D. had 10,752 shares issuable upon vesting of time-based RSUs. (10) As of December 31, 2025, Shweta Singh Maniar had 10,752 shares issuable upon vesting of time-based RSUs. (11) As of December 31, 2025, Dr. Fountain had 10,752 shares issuable upon vesting of time-based RSUs. (12) As of December 31, 2025, Raymond Cohen had 35,668 shares issuable upon vesting of time-based RSUs.

  12. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board consists of ten members. The number of directors is fixed by our Board, subject to the terms of our certificate of incorporation and bylaws. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. Our certificate of incorporation provides that our Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows: • the Class I directors are Ron Kurtz, M.D., J. Andy Corley, Juliet Tammenoms Bakker, and Raymond W. Cohen and their terms will expire at the annual meeting of stockholders to be held in 2028; • the Class II directors are William J. Link, Ph.D., Robert Warner, and Shweta Singh Maniar, and their terms will expire at the annual meeting of stockholders to be held in 2026; and • the Class III directors are Julie B. Andrews, Robert J. Palmisano, and Tamara R. Fountain, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2027. At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our certificate of incorporation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of our company.

  13. 2025 Executive Compensation Overview

    2025 Executive Compensation Overview Consistent with our performance and compensation philosophy as further detailed below, the compensation committee took the following key actions with respect to the named executive officers for and during 2025 (other than with respect to Scott Gaines, who was appointed as an executive officer by the Board on December 18, 2025): Base Salary Consistent with our approach to provide compensation competitive with our peer companies, and in consideration of our historical approach of setting target cash compensation at the same level for Dr. Kurtz’s direct reports, in February 2025, the compensation committee recommended to the Board, and the Board approved, an annual base salary increase for Dr. Kurtz of 8.0%, setting his annual base salary at $740,000, effective as of March 1, 2025. This change positioned Dr. Kurtz's salary within a range that the compensation committee viewed as competitive for chief executive officer roles within our peer companies and industry, in terms of total cash compensation. The compensation committee also recommended to the Board, and the Board approved, an increase in the annual base salaries of our other named executive officers of 10.5%, in each case setting such named executive officer’s annual base salary at $556,400, effective as of March 1, 2025. Annual Bonus No changes in target bonus were made for our named executive officers in 2025, which remained at 100% for Dr. Kurtz and 65% of base salary for non-CEO executive officers, as the existing target bonuses were considered market competitive. In January 2026, the Board determined that the company achieved 32.18% of its corporate goals, which were comprised of specific financial and operating objectives and had been established by the Board in February 2025, upon the recommendation of the compensation committee. See the section below entitled “Compensation Elements – Annual Bonuses - Corporate Performance in Fiscal 2025 and Payouts” for information regarding our 2025 performance goals, weightings, and payout methodology.

  14. Long-Term Incentive Compensation

    Long-Term Incentive Compensation In order to align the long-term interests of our executives and stockholders, support retention and provide motivational value, in February 2025, the compensation committee recommended to the Board, and the Board approved, long-term incentive compensation in the form of stock options to purchase shares of our common stock under our 2021 Plan, effective February 27, 2025 (the second trading day following the filing of our Annual Report on Form 10-K for the year ended December 31, 2024). For 2025, the compensation committee believed that stock options were the most appropriate equity vehicle to align management’s interests with those of shareholders because stock price appreciation is necessary before there is any value earned and are therefore a direct and straightforward means of incentivizing our NEOs. The options vest monthly in equal increments over a period of four years, provided the executive continues to provide services to the company through each vesting date. These awards are intended to provide long-term incentive compensation that is comparable with similar roles in our peer companies. The compensation committee considers multiple factors in determining long-term incentive awards for executive officers, including, but not limited to, Company financial performance, total shareholder return / stock price performance, competitive market data by individual and in the aggregate for the Executive Officers, tenure and experience. The compensation committee generally attempts to set pay such that the total compensation package is competitive in comparison to our peers to retain uniquely skilled NEOs and other key employees in a highly competitive market. The compensation committee also considers other factors described below under “Compensation Setting Process” when determining the long-term incentive compensation of executives. The grant date fair value of the stock option granted to Dr. Kurtz was $3,816,530 and the grant date fair value of the stock options granted to each of the other named executive officers (other than Mr. Gaines, who was not an executive officer until December 18, 2025) was $2,218,913. Shelley Thunen Transition On December 16, 2025, Ms. Thunen notified us of her intention to transition from her position as our Chief Financial Officer (and principal financial and accounting officer), effective upon the sooner of the appointment of her successor as Chief Financial Officer or January 31, 2026. In connection with Ms. Thunen’s transition, on December 23, 2025, we entered into a transition agreement with Ms. Thunen, pursuant to which Ms. Thunen remained eligible to receive an annual cash bonus based on corporate performance in fiscal 2025, as well as her base salary through the date of the transition. See the section below entitled “Compensation Elements – Shelley Thunen Transition Agreement and Consulting Agreement” for information regarding Ms. Thunen’s transition arrangement.

  15. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | Maintain an Independent Compensation Committee. The compensation committee consists solely of independent directors who establish our compensation policies and practices. | No “Single Trigger” Change in Control Severance Payments or Benefits. We do not provide “single trigger” change in control severance payments or benefits to our named executive officers. | | Retain an Independent Compensation Advisor. The compensation committee engages and retains its own advisors. During 2025, the compensation committee engaged Aon Human Capital Solutions practice, a division of Aon, plc (“Aon”), to provide information, analysis, and other advice to assist with its | No Excise Tax Payments on Post-Employment Compensation Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change of control of the company. |

  16. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | responsibilities. Aon performs no other consulting services for the company. | | | Risk Assessment; Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. | Limited Perquisites. We provide minimal perquisites and other personal benefits to our named executive officers. | | Emphasize Long-Term Equity Compensation. The compensation committee uses 100% stock option equity awards to deliver long-term incentive compensation opportunities to our named executive officers. These equity awards vest or may be earned over multi-year periods, which better serves our long-term value creation goals and retention objectives. | No Tax Reimbursement on Perquisites. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, except in limited circumstances to achieve specific business objectives. | | Reasonable Change-in-Control Arrangements. The post-employment compensation arrangements for our named executive officers provide for amounts and multiples that are within reasonable market norms. | No Special Retirement, Health or Welfare Benefits. We do not provide our named executive officers with any retirement, health or welfare benefits programs, other than participation in our broad-based employee plans and programs on the same basis as our other full-time, salaried employees. | | Succession Planning. Our Board reviews the risks associated with our key executive positions so that we have an adequate succession strategy. | Prohibition on Hedging and Pledging. Under our Insider Trading Policy, we prohibit our employees from hedging any company securities and from pledging any company securities as collateral for a loan. |

  17. Executive Pay Philosophy

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

  18. Executive Pay Philosophy

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

  19. Executive Pay Philosophy

    In determining compensation for the named executive officers, the compensation committee considers the above percentiles in peer group range for similarly situated positions, among other factors described below under “Compensation Setting Process”, in setting compensation amounts in light of the highly competitive labor market in which the company operates and the industry experience of each of the named executive officers. The above 50th percentile compensation targets also consider that these executives are highly sought after given their long tenure and industry knowledge, and thus retention is a paramount consideration of the compensation committee when determining not only total compensation but the compensation mix. Historically, including for 2025, the compensation committee has recommended, and the Board has approved upon the recommendation of the compensation committee, grants of equity-based awards in the form of stock options to our executive officers and other key employees on an annual grant cycle in February or March of each year, and may make off cycle awards from time to time on an as-needed basis such as for promotions or retention. We do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it is the general practice of the Board and the compensation committee to avoid granting equity awards during periods in which there is undisclosed material non-public information about the company. During 2025, we did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information.

  20. Role of the Compensation Committee

    Role of the Compensation Committee The compensation committee, among its other responsibilities, establishes our executive pay philosophy, provides oversight of our compensation policies, and reviews and approves our executive compensation program, including the specific compensation of our named executive officers. The compensation committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executives. The compensation committee’s authority, duties, and responsibilities are described in its charter, which is reviewed regularly and revised and updated as warranted. A copy of the compensation committee charter is available on our investor relations website at https://investors.rxsight.com/corporate-governance/governance-overview (provided, for the avoidance of doubt, that nothing contained on our investor relations website is incorporated by reference in this proxy statement). While the compensation committee determines our overall compensation philosophy and approves the compensation of our executives, it relies on its compensation consultant and legal counsel, as well as our Chief Executive Officer, our Chief Financial Officer, and our Vice President, Human Resources, to formulate recommendations with respect to specific compensation actions. The compensation committee recommends to the Board, and the Board approves, all final decisions regarding compensation, including base salary levels, target annual bonus opportunities, actual bonus payments, and long-term incentives in the form of equity awards. The compensation of our Chief Executive Officer is additionally reviewed and approved by the compensation committee and the full Board without his participation or presence during deliberations. The compensation committee meets on a regularly scheduled basis and at other times as needed. The compensation committee periodically reviews compensation matters with our Board. At the beginning of each year, the compensation committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions are (i) properly coordinated, (ii) aligned with our vision, mission, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executives, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the compensation committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements. The factors considered by the compensation committee in determining the compensation of our named executive officers for 2025 included: the recommendation of the Chief Executive Officer, except with respect to his own compensation (other than his request to allocate certain stock options from him to other named executive officers, in order to moderate the gap in compensation between the Chief Executive Officer and the other named executive officers, to promote a team-based approach), that reflects individual performance relative to the execution of the Company’s goals; • our performance against the short-term and long-term financial, operational and strategic objectives established by the compensation committee and our Board; • trends in stock price performance; • the need to retain executives in a highly competitive labor market in the industry; • a review of the relevant competitive market analysis prepared by Aon; • the scope of each individual executive officer’s role compared to other similarly situated executives at the companies in our peer group and/or selected compensation surveys; • the knowledge, skills, experience, qualifications, tenure and expected future contribution of the individual executive officer; • historical compensation provided to our executives; • internal pay equity and criticality; • the size of 2024 equity awards; and • proposed 2025 aggregate equity usage and corresponding dilution and burn rate. The compensation committee did not weight these factors in any predetermined manner, nor did it apply any formulas in making its decisions. The members of the compensation committee considered this information in light of their individual experience, knowledge of the company, knowledge of each executive officer, knowledge of the competitive market, and business judgment in making their decisions regarding executive compensation and our executive compensation program.

  21. Role of the Compensation Consultant

    Role of the Compensation Consultant Pursuant to its charter, the compensation committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as determined in its sole discretion, to assist it in carrying out its responsibilities. The compensation committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the compensation committee. For fiscal 2025, the compensation committee engaged Aon, a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the compensation committee by Aon were as follows: • assist in developing a relevant group of peer companies to help our compensation committee understand the competitive market for compensation for our executives; • provide advice with respect to compensation best practices and market trends for executives and members of our Board, including compensation mix and long-term incentive vehicles; • conduct an analysis of the levels of overall compensation and each element of compensation for our executives; • conduct an analysis of the levels of overall compensation and each element of compensation for the members of our Board; and • provide ad hoc advice and support throughout the year. Representatives of Aon attend meetings of the compensation committee as requested and also communicate with the compensation committee outside of meetings. Aon reports to the compensation committee rather than to management, although Aon may meet with members of management, including our Chief Executive Officer, Chief Financial Officer and Vice President, Human Resources, for purposes of gathering information on proposals that management may make to the compensation committee. During 2025, Aon met with various executives to collect data and obtain management’s perspective on various executive compensation proposals. The compensation committee may replace its compensation consultant or hire additional advisors at any time. Aon has not provided any other services to us and has received no compensation other than with respect to the services described above. The compensation committee has assessed the independence of Aon taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of Nasdaq, and has concluded that its relationship with Aon and the work of Aon on behalf of the compensation committee has not raised any conflict of interest, and that Aon is independent.

  22. Peer Group Selection

    Peer Group Selection As part of its deliberations, the compensation committee considers competitive market data on executive compensation levels and practices and a related analysis of such data. This data is drawn from a select group of peer companies determined by the compensation committee, as well as compensation survey data. The compensation peer group consists of health care equipment and health care supplies companies that are similar to us in terms of revenue, market capitalization and industry focus. In July 2024, the compensation committee, with the assistance of Aon and input from management, developed and approved the following compensation peer group of 19 then publicly traded companies for purposes of understanding the competitive market for executive talent for the purposes of fiscal 2025 compensation decisions:

  23. Peer Group Selection

    | ADMA Biologics, Inc. Alphatec Holdings, Inc. Artivion, Inc. AtriCure, Inc. Axonics, Inc. Glaukos Corporation Inari Medical, Inc. | Inspire Medical Systems, Inc. iRhythm Technologies, Inc. LeMaitre Vascular, Inc. OrthoPediatrics Corp. PROCEPT BioRobotics Corporation | SI-BONE, Inc. Silk Road Medical, Inc. STAAR Surgical Company TransMedics Group, Inc. Twist Bioscience Corporation Veracyte, Inc. Vericel Corporation |

  24. Peer Group Selection

    Relative to the prior year, the following changes were made: (i) ADMA Biologics, Artivion, Inari Medical, Inspire Medical Systems, iRhythm Technologies, TransMedics Group, and Twist Bioscience were added to the peer group and (ii) AxoGen, Inc., Cerus Corporation, Paragon 28, Inc., Pulmonx Corporation, Sight Sciences, Inc., Tactile Systems Technology, Inc., Zynex, Inc. were removed, either due to acquisition or misalignment with the peer group criteria, as described below. The companies in this compensation peer group were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined using the following criteria: publicly traded U.S.-based health care companies, with an emphasis on health care equipment and health care supplies companies, incorporating companies that have recently gone public where possible; • market capitalization range between $1.0 billion and $6.5 billion, based on our 30-day average market capitalization as of July 7, 2024 (~ $2.2 billion); • revenues of less than $400 million, with an emphasis on high-growth companies, based on our trailing 12-month revenues of $101.1 million and projected fiscal 2024 revenue of $140.0 million; • headcount between 200 and 1,600 employees (or 1/3 to 3x our company’s fiscal year end 2024 headcount of 525 employees; and • emphasis on companies in U.S. life sciences hub locations (Los Angeles, San Diego, San Francisco and Boston / Cambridge), where possible. The selection criteria related to market capitalization, revenue, and headcount ranges were increased relative to those used to determine fiscal 2024 compensation decisions to better align us to our peers due to our growth over the last several years. The competitive data drawn from this compensation peer group is one of several factors that the compensation committee considers in making its decisions with respect to the compensation of our named executive officers. Although the compensation committee does not rely solely on competitive market data to determine any element of compensation or overall compensation, the compensation committee does believe that compensation data is important to assess whether our executive compensation falls within a competitive range against industry norms. The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the business of the companies in the peer group.

  25. Annual Bonuses

    Annual Bonuses We provide annual bonuses to our named executive officers under the company’s Executive Incentive Compensation Plan based on their meeting of one or more corporate objectives. The performance objectives that the named executive officers must meet change from year to year as market conditions evolve and different priorities are established, but the Board, upon the recommendation of the compensation committee, selects challenging goals that are only achievable through strong performance. Consistent with our executive pay philosophy, these annual bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executives. Annual bonuses are not guaranteed and may vary materially from year-to-year. All of the named executive officers participated in our annual cash incentive compensation program for 2025 (“2025 Bonus Plan”), under which the compensation committee had the authority to select the performance measures and related target levels applicable to the annual bonus opportunities for our named executive officers and other executives. The 2025 Bonus Plan included minimum and maximum achievement levels for purposes of determining bonus payouts under its formula. See “Corporate Performance in Fiscal 2025 and Payouts” below for specific objectives, targets, thresholds and weightings related to the 2025 Bonus Plan. Under the 2025 Bonus Plan, the compensation committee could, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual bonus payment, and/or increase, reduce, or eliminate the amount allocated to the bonus pool for the year. Further, the actual bonus payment could be below, at, or above a participant’s target bonus opportunity, in the compensation committee’s sole discretion. The compensation committee could determine the amount of any reduction or increase on the basis of such factors as it deemed relevant, and it was not required to establish any allocation or weighting with respect to the factors it considers.

  26. Target Bonus Opportunities

    Target Bonus Opportunities In February 2025, as part of its annual review of our executive compensation program, the compensation committee reviewed the target annual bonus opportunities for our named executive officers, taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our Chief Executive Officer (except with respect to his own target bonus opportunity), as well as factors described in “Compensation-Setting Process” above. Following this review, the Board, upon the recommendation of the compensation committees, determined the target annual bonus opportunities for each of our named executive officers under the 2025 Bonus Plan. The target bonus opportunity as a percent of salary for each of our named executive officers was not changed from the prior year. The target bonus opportunities, expressed as a percentage of the respective named executive officers’ annual base salaries earned during the year, taking into account salary changes, were as follows:

  27. Target Bonus Opportunities

    | Named Executive Officer | 2025 Base Salary ($) | 2025 Target Bonus Opportunity (as a percentage of base salary) | 2025 Target Bonus Opportunity ($) | | Ron Kurtz, M.D. | 630,625 | 100% | 630,625 | | Shelley Thunen | 520,377 | 65% | 338,245 | | Eric Weinberg | 520,377 | 65% | 338,245 | | Ilya Goldshleger, Ph.D. | 520,377 | 65% | 338,245 | | Scott Gaines* | 401,666 | 50% | 200,833 |

  28. Target Bonus Opportunities

    *Scott Gaines was not an executive officer in March 2025, when the Board approved annual target bonus opportunities for our named executive officers. Scott Gaines became an executive officer on December 18, 2025. In aggregate, the target bonus opportunities for the named executive officers were positioned within a range that the compensation committee viewed as competitive. Additionally, the target bonus opportunities for the named executive officers were kept equal, consistent with the company’s historical internal equity-based approach for Dr. Kurtz’s direct reports.

  29. Corporate Performance in Fiscal 2025 and Payouts

    Corporate Performance in Fiscal 2025 and Payouts The compensation committee set annual targets for fiscal 2025, based on operational and financial measures, that the compensation committee and management deemed rigorous, yet possible, to attain. The annual targets were allocated to one of three categories: delighted customers, motivated employees, and shareholder satisfaction. The compensation committee believed that these metrics were highly linked to creating both short and long-term value to stockholders. The committee applied business judgement in setting these objectives and related targets, thresholds, and weightings. For purposes of the 2025 Bonus Plan: • The “delighted customers” category (30% 2025 Bonus Plan weighting) included metrics related to new product launch (50% of “delighted customers” weighting), key product initiatives (25% of “delighted customers” weighting), and international regulatory approvals and submissions (25% of “delighted customers” weighting). • The “motivated employees” category (20% of 2025 Bonus Plan weighting) included metrics related to employee performance. • The “shareholder satisfaction” category (50% of 2025 Bonus Plan weighting) included metrics related to LAL/LAL+ sales (20% of “shareholder satisfaction” weighting), completion of LAL/LAL+ manufacturing initiatives (20% of “shareholder satisfaction” weighting), and achievement of certain financial metrics (consisting of (i) revenue with a minimum threshold of $180 million, a target threshold of $197 million, and a maximum threshold of $220 million or higher (50% of “shareholder satisfaction weighting”); and (ii) gross margin (calculated by dividing gross profit by sales) with a minimum threshold of 70%, a target threshold of 72%, and a maximum threshold of 74% or higher, as well as cash expenditures with a minimum threshold of $29 million, a target threshold of $23 million and a maximum threshold of less than $18 million (10% of “shareholder satisfaction” weighting)). The operational performance levels for our annual bonus plan are not disclosed because we believe it would be competitively harmful to do so, as it would provide competitors insight into our strategic and financial planning processes. Specifically, performance against set objectives included the following metrics:

  30. Corporate Performance in Fiscal 2025 and Payouts

    | Corporate Performance Measure | Weighting | Minimum Payout % | Target Payout % | Maximum Payout % | | Delighted Customers | 30% | 25% | 100% | 150% | | Motivated Employees | 20% | 25% | 100% | 150% | | Shareholder Satisfaction | 50% | 25% | 100% | 150% |

  31. Corporate Performance in Fiscal 2025 and Payouts

    In January 2026, based on the assessment of our performance against these objectives, the Board, including each member of the compensation committee, determined to award bonuses to our named executive officers pursuant to the 2025 Bonus Plan and approved bonus payouts at the level of 32.18% of target, which for each named executive officer was determined based on each named executive officer’s salary earned during 2025 (factoring in changes in salary during 2025). Awards were determined based on objectives and related targets, thresholds, and weightings set in February 2025, which included a potential payout range of 25% of target (minimum payout) to 150% of target (maximum payout). No adjustments were made to performance targets established in February 2025. There was also no discretion applied. The following table sets forth the target annual bonus opportunities and the actual bonus payments made to our named executive officers for 2025:

  32. Corporate Performance in Fiscal 2025 and Payouts

    | Named Executive Officer | 2025 Target Bonus Opportunity ($) | Annual Payout as a Percentage of 2025 Target Bonus Opportunity | 2025 Actual Bonus Award $ | | Ron Kurtz, M.D. | 630,625 | 32.18% | 202,935 | | Shelley Thunen | 338,245 | 32.18% | 108,847 | | Eric Weinberg | 338,245 | 32.18% | 108,847 | | Ilya Goldshleger, Ph.D. | 338,245 | 32.18% | 108,847 | | Scott Gaines | 200,833 | 32.18% | 64,628 |

  33. Corporate Performance in Fiscal 2025 and Payouts

    The annual bonuses paid to our named executive officers for 2025 are set forth in the Summary Compensation Table below.

  34. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to motivate our named executive officers by providing them with the opportunity to build an equity interest in our company and to share in the potential appreciation of the value of our common stock. In general, the compensation committee views equity awards as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, the shares of our common stock underlying these awards are ever earned or purchased. The compensation committee further believes that equity awards enable us to attract and retain key talent in our industry and aligns our executives’ interests with the long-term interests of our stockholders. The compensation committee’s and management’s preferred approach in fiscal 2025 was to grant executive officer equity 100% in stock options to ensure alignment between shareholder and management interests and rewards. Generally, in determining the size of the equity awards granted to our executives, the compensation committee takes into consideration the recommendations of our Chief Executive Officer, except with respect to his own equity award (other than his request to allocate a portion of his equity award from him to other named executive officers), as well as the factors described above. The compensation committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. In February 2025, in recognition of our financial and operational results and each named executive officer’s individual performance, the Board, upon the recommendation of the compensation committee, approved the grant of stock options to our named executive officers, as well as the grant of stock options and restricted stock unit awards to Scott Gaines, who was then a vice president, effective February 27, 2025 (the second trading day following the filing of our Annual Report on Form 10-K for the year ended December 31, 2024). In determining the size of each named executive officer’s equity award, the compensation committee took into consideration the recommendations of our Chief Executive Officer, except with respect to his own equity award (other than his request to allocate a portion of his equity award from him to other named executive officers), as well as the factors described above. The compensation committee also considered the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. The stock options granted to our named executive officers on February 27, 2025 are shown in the table below.

  35. Long-Term Incentive Compensation

    | Annual Option and Award Grants | | | | Named Executive Officer | Stock Options (number of shares) | Grant Date Fair Value | | Ron Kurtz, M.D. | 215,000 | 3,816,530 | | Shelley Thunen | 125,000 | 2,218,913 | | Eric Weinberg | 125,000 | 2,218,913 | | Ilya Goldshleger, Ph.D. | 125,000 | 2,218,913 | | Scott Gaines* | 18,285 | 324,583 |

  36. Long-Term Incentive Compensation

    *Scott Gaines was not an executive officer on February 27, 2025. As a vice president, Scott Gaines also received a RSU award covering 18,250 shares with an aggregate grant date fair value of $325,583 in 2025. Does not include promotional grant on July 31, 2025. On July 31, 2025, the Board, upon the recommendation of the compensation committee, approved the grant of a stock option to Scott Gaines covering 25,000 shares with a grant date fair value of $130,958 in recognition of Scott Gaines’ promotion to Chief Customer Officer on July 16, 2025. The Board and compensation committee determined the size of Scott Gaines’ promotion stock option based on his increased responsibility. The stock options granted to our named executive officers in 2025 were subject to a time-based vesting requirement providing that these options are to vest over a four-year period, with 1/48th of the total number of shares of our common stock subject to an option vesting on the date that is one month following the vesting commencement date and 1/48th of the shares subject to the option vesting each month thereafter, subject to the continued service of the applicable executive on each such vesting date. The restricted stock unit award granted to Scott Gaines in February 2025 was subject to a time-based vesting requirement providing that the restricted stock unit award is to vest over a four-year period, with 1/8th of the total number of shares of our common stock subject to the award vesting on August 31 and February 28 (February 29 in a leap year) of each year following the vesting commencement date, subject to the continued service of Scott Gaines on each such vesting date. The restricted stock unit award granted to Scott Gaines in May 2025 was subject to a time-based vesting requirement providing that the restricted stock unit award is to vest as to 1/4th of the total number of shares of our common stock subject to the award vesting on August 31, 2025, February 28, 2026, August 31, 2026, and February 28, 2027, subject to the continued service of Scott Gaines on each such vesting date.

  37. Executive Change in Control and Severance Policy

    Executive Change in Control and Severance Policy On August 1, 2022, we entered into a participation agreement under our Executive Change in Control and Severance Policy, or the Severance Policy, with Scott Gaines. Our Severance Policy was approved by the Board in July 2022. Pursuant to Mr. Gaines’ participation agreement under the Severance Policy, if, within the change in control period beginning on the date of a “change in control” (as defined in the Severance Policy), and ending 12 months following a change in control, we terminate the employment of Mr. Gaines without “cause” or Mr. Gaines resigns for “good reason” (as such terms are defined in the Severance Policy), and within 60 days following such termination, Mr. Gaines executes a waiver and release of claims in our favor that becomes effective and irrevocable, Mr. Gaines will be entitled to receive: (i) a lump sum payment equal to the sum of (A) 9 months of the named executive officer’s then current annual base salary and (B) 75% of the named executive officer’s annual target bonus as in effect in the year of the applicable termination; (ii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, for the named executive officer and his or her respective eligible dependents for up to 9 months; and (iii) vesting acceleration as to 100% of the then-unvested shares subject to each of the named executive officer’s then outstanding equity awards (and in the case of awards with performance vesting, unless the applicable award agreement governing such award provides otherwise, all performance goals and other vesting criteria will be deemed achieved at target levels of achievement). Pursuant to the Severance Policy, in the event any payment to an executive would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), Mr. Gaines will receive such payment as would entitle Mr. Gaines to receive the greatest after-tax benefit, even if it means that we pay Mr. Gaines a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

  38. Prohibition of Hedging and Pledging Securities

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

  39. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional taxes if they receive payments or benefits in connection with a change in control of our company that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2025 and we have not agreed and are not otherwise obligated to provide any executive officers, including any named executive officer, with such a “gross-up” or other reimbursement payment.

  40. Accounting for Stock-Based Compensation

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

  41. Summary Compensation Table

    Summary Compensation Table

  42. Summary Compensation Table

    | | | | | | Non-Equity | | | | Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total Compensation ($) | | Ron Kurtz, M.D. | 2025 | 630,625 | 3,816,530 | — | 202,935 | 571 | 4,650,661 | | Chief Executive Officer, President and Director | 2024 | 678,333 | 5,537,883 | — | 759,733 | 6,504 | 6,982,453 | | | 2023 | 633,333 | 1,873,660 | — | 570,000 | 4,604 | 3,081,597 | | Shelley Thunen | 2025 | 520,377 | 2,218,913 | — | 108,847 | 7,000 | 2,855,137 | | Former Chief Financial Officer | 2024 | 503,750 | 4,919,347 | — | 366,730 | 6,900 | 5,796,727 | | | 2023 | 454,167 | 1,124,196 | — | 295,208 | 12,848 | 1,886,419 | | Eric Weinberg | 2025 | 520,377 | 2,218,913 | — | 108,847 | 7,000 | 2,855,137 | | Chief Business Development Officer | 2024 | 503,750 | 4,919,347 | — | 366,730 | 6,900 | 5,796,727 | | | 2023 | 454,167 | 889,989 | — | 295,208 | 13,364 | 1,652,728 | | Ilya Goldshleger, Ph.D. | 2025 | 520,377 | 2,218,913 | — | 108,847 | 4,783 | 2,852,920 | | Chief Operating Officer | 2024 | 503,750 | 4,919,347 | — | 366,730 | 29,400 | 5,819,227 | | | 2023 | 454,167 | 1,124,196 | — | 295,208 | 12,083 | 1,885,654 | | Scott Gaines | 2025 | 401,666 | 455,540 | 448,683 | 64,628 | 5,759 | 1,376,276 | | Chief Customer Officer | | | | | | | |

  43. Summary Compensation Table

    (1) These figures reflect the aggregate grant date fair value of stock option awards (service-based) granted in the fiscal year, computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 718, Compensation—Stock Compensation — Topic 718. See Note 8 to our financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. With respect to stock option awards, the named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. (2) These figures reflect the aggregate grant date fair value of RSU awards granted in the fiscal year, computed in accordance with the provisions of FASB Accounting Standards Codification ASC 718, Compensation—Stock Compensation — Topic 718. See Note 8 to our financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. (3) The bonus amounts listed in this column reflect annual bonuses, based on performance in 2025, 2024 and 2023, as applicable. The 2025 amounts disclosed represent a bonus under our 2025 Bonus Plan based upon the achievement of company objectives for the year ended December 31, 2025, which were paid in the first quarter of 2026. Our 2025 Bonus Plan is more fully described above under the section titled “Compensation Discussion and Analysis – Compensation Elements – Annual Bonuses”. Includes 401(k) matching contributions and with respect to Dr. Kurtz, an inventor bonus of $1,500 for 2024, and with respect to Dr. Goldshleger, an inventor bonus of $3,000 for 2025, $22,500 for 2024, and $3,000 for 2023.

  44. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  45. Grants of Plan-Based Awards in 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base price of Option Awards ($/Share) | Grant Date Fair Value Of Stock and Option Awards ($)(2) | | Ron Kurtz, M.D. | | | | | | | | | | Annual Time-Based Options | 2/27/2025 | | | | | 215,000 | $28.21 | $3,816,530 | | Annual Cash Bonus | | 157,656 | 630,625 | 945,938 | | | | | | Shelley Thunen | | | | | | | | | | Annual Time-Based Options | 2/27/2025 | | | | | 125,000 | $28.21 | $2,218,913 | | Annual Cash Bonus | | 84,561 | 338,245 | 507,368 | | | | | | Eric Weinberg | | | | | | | | | | Annual Time-Based Options | 2/27/2025 | | | | | 125,000 | $28.21 | $2,218,913 | | Annual Cash Bonus | | 84,561 | 338,245 | 507,368 | | | | | | Ilya Goldshleger, Ph.D. | | | | | | | | | | Annual Time-Based Options | 2/27/2025 | | | | | 125,000 | $28.21 | $2,218,913 | | Annual Cash Bonus | | 84,561 | 338,245 | 507,368 | | | | | | Scott Gaines | | | | | | | | | | Annual Time-Based Options | 2/27/2025 | | | | | 18,285 | $28.21 | $324,583 | | Annual Time-Based RSUs | 2/27/2025 | | | | 13,250 | | | $373,783 | | Time-Based RSUs | 5/1/2025 | | | | 5,000 | | | $74,900 | | Promotion Time-Based Options | 7/31/2025 | | | | | 25,000 | $7.78 | $130,958 | | Annual Cash Bonus | | 50,208 | 200,833 | 301,250 | | | | |

  46. Grants of Plan-Based Awards in 2025

    Annual cash bonuses payable under our 2025 Bonus Plan. The maximum potential payout under the executive bonus plan is 150% of target. These figures reflect the aggregate grant date fair value of stock option awards (service-based) and awards of time-based RSUs granted under our 2021 Plan granted in the fiscal year 2025, computed in accordance with the provisions of FASB Accounting Standards Codification ASC 718, Compensation—Stock Compensation — Topic 718. The grant date fair value of the RSU awards does not take into account any estimated forfeitures related to service vesting conditions. See Note 8 to our financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the valuation assumptions made by us in determining the grant date fair value of our equity awards. With respect to stock option awards, the named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  48. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options: (#) Exercisable | Number of Securities Underlying Unexercised Options: (#) Unexercisable | Option Exercise Price ($) (2) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (8) | | Ron Kurtz, M.D. | 4/23/2020(4) | 19,186 | — | $15.08 | 4/22/2030 | | | | President, Chief Executive Officer and Director | 3/22/2021(4) | 96,805 | — | $15.60 | 3/21/2031 | | | | | 7/30/2021(4) | 338,819 | — | $16.00 | 7/29/2031 | | | | | 3/9/2023(4) | 137,500 | 62,500 | $14.95 | 3/8/2033 | | | | | 3/4/2024(3) | 65,187 | 83,813 | $56.07 | 3/3/2034 | | | | | 2/27/2025(3) | 44,791 | 170,209 | $28.21 | 2/26/2035 | | | | Shelley Thunen | 7/26/2018(4) | 14,520 | — | $18.90 | 7/25/2028 | | | | Former Chief Financial Officer | 4/23/2020(4) | 16,629 | — | $15.08 | 4/22/2030 | | | | | 3/22/2021(4) | 36,805 | — | $15.60 | 3/21/2031 | | | | | 7/30/2021(4) | 83,367 | — | $16.00 | 7/29/2031 | | | | | 3/9/2023(3) | 57,500 | 37,500 | $14.95 | 3/8/2033 | | | | | 3/4/2024(3) | 40,337 | 51,863 | $56.07 | 3/3/2034 | | | | | 8/7/2024(3) | 16,666 | 33,334 | $46.24 | 8/6/2034 | | | | | 2/27/2025(3) | 26,041 | 98,959 | $28.21 | 2/26/2035 | | | | Eric Weinberg | 3/14/2017(4) | 35,168 | — | $4.34 | 3/13/2027 | | | | Chief Business Development Officer | 4/18/2019(4) | 14,520 | — | $23.04 | 4/17/2029 | | | | | 4/23/2020(4) | 72,603 | — | $15.08 | 4/22/2030 | | | | | 3/22/2021(4) | 96,805 | — | $15.60 | 3/21/2031 | | | | | 7/30/2021(4) | 87,437 | — | $16.00 | 7/29/2031 | | | | | 3/9/2023(3) | 65,312 | 29,688 | $14.95 | 3/8/2033 | | | | | 3/4/2024(3) | 40,337 | 51,863 | $56.07 | 3/3/2034 | | | | | 8/7/2024(3) | 16,666 | 33,334 | $46.24 | 8/6/2034 | | | | | 2/27/2025(3) | 26,041 | 98,959 | $28.21 | 2/26/2035 | | | | Ilya Goldshleger, Ph.D. | 4/26/2017(4) | 12,494 | — | $4.13 | 4/25/2027 | | | | Chief Operating Officer | 1/25/2018(4) | 7,981 | — | $18.90 | 1/24/2028 | | | | | 7/26/2018(4) | 3,995 | — | $18.90 | 7/25/2028 | | | | | 4/23/2020(4) | 40,777 | — | $15.08 | 4/22/2030 | | | | | 3/22/2021(4) | 96,805 | — | $15.60 | 3/21/2031 | | | | | 7/30/2021(4) | 98,367 | — | $16.00 | 7/29/2031 | | | | | 3/9/2023(3) | 82,500 | 37,500 | $14.95 | 3/8/2033 | | | | | 3/4/2024(3) | 40,337 | 51,863 | $56.07 | 3/3/2034 | | | | | 8/7/2024(3) | 16,666 | 33,334 | $46.24 | 8/6/2034 | | | | | 2/27/2025(3) | 26,041 | 98,959 | $28.21 | 2/26/2035 | | | | Scott Gaines | 3/11/2022(3) | 19,792 | 3,125 | $12.85 | 3/10/2032 | | | | Chief Customer Officer | 3/9/2023(3) | 7,917 | 6,250 | $14.95 | 3/8/2033 | | | | | 3/4/2024(3) | 4,374 | 5,625 | $56.07 | 3/3/2034 | | | | | 8/7/2024(3) | 8,333 | 16,667 | $46.24 | 8/6/2034 | | | | | 2/27/2025(3) | 3,809 | 14,476 | $28.21 | 2/26/2035 | | | | | 7/31/2025(3) | 2,604 | 22,396 | $7.78 | 7/30/2035 | | | | | 8/7/2024 | — | — | — | — | 7,500(5) | $78,150 | | | 2/27/2025 | — | — | — | — | 11,593(6) | $120,799 | | | 5/1/2025 | — | — | — | — | 3,750(7) | $39,075 |

  49. Outstanding Equity Awards at Fiscal Year-End

    Each of the outstanding options to purchase shares of our common stock was granted pursuant to either our 2015 Equity Incentive Plan, as amended, or the 2021 Plan. This column represents the exercise price of each award, which for grants prior to July 28, 2021 is equal to the fair market value of a share of our common stock on the date of grant, as determined by our Board or a committee thereof, and for grants after July 28, 2021 is equal to the closing price of our common stock in trading on the Nasdaq on the date of grant (provided that the awards granted on July 30, 2021 have an exercise price equal to our initial public offering price). (3) The shares underlying this award vest in equal monthly installments over 48 months, such that the entire award is vested over 4 years. The vesting commencement date of this award is the grant date. (4) This award is fully vested. (5) This is an award of time-based RSUs granted under our 2021 Plan. The time-based RSUs vest over four years, with the first 12.5% vesting on February 28, 2025 and the remaining vesting every six months thereafter. The grant date is the vesting commencement date. (6) This is an award of time-based RSUs granted under our 2021 Plan. The time-based RSUs vest over four years, with the first 12.5% vesting on August 31, 2025 and the remaining vesting every six months thereafter. The grant date is the vesting commencement date. (7) This is an award of time-based RSUs granted under our 2021 Plan. The time-based RSUs vest over 22 months, with 25% vesting on August 31, 2025 and the remaining vesting every six months thereafter. The grant date is the vesting commencement date. (8) The market value of unvested RSU shares is calculated by multiplying the number of unvested RSU shares held by the applicable NEO by the closing price of our common stock on December 31, 2025 (the last trading day of 2025), which was $10.42 per share.

  50. Option Exercises During Fiscal Year

    Option Exercises During Fiscal Year The following table presents information regarding the options exercised by each named executive officer during fiscal year 2025.

  51. Option Exercises During Fiscal Year

    | | Option Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | | Name | (#) | ($)(1) | | Ron Kurtz, M.D. | — | — | | Shelley Thunen | 7,792 | 78,554 | | Eric Weinberg | 188,002 | 2,181,688 | | Ilya Goldshleger, Ph.D. | 23,445 | 112,301 | | Scott Gaines | — | — |

  52. Option Exercises During Fiscal Year

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

  53. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We entered into a change in control and severance agreement, effective as of July 16, 2021, with each of Dr. Kurtz, Ms. Thunen, Mr. Weinberg and Dr. Goldshleger. Each change in control and severance agreement was approved by our Board in July 2021. On August 1, 2022, we entered into a participation agreement under our Severance Policy with Scott Gaines. Our Severance Policy was approved by the Board in July 2022. We entered into an amendment to Dr. Kurtz’s change in control and severance agreement in April 2026 to increase the payment to Dr. Kurtz in the event we terminate him without “cause” or he resigns for “good reason” (as such terms are defined in the severance agreement) during the change in control period (as described above) from 18 months to 24 months of Dr. Kurtz’s then current annual base salary and target annual bonus as in effect in the year of the applicable termination. For additional information regarding the material terms of our change in control and severance agreements with our named executive officers, please see the section above titled “Compensation Discussion and Analysis – Executive Officer Change in Control and Severance Agreements”. The following table summarizes the payments and other benefits that would be provided to our named executive officers upon the occurrence of certain qualifying terminations of employment and/or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under our equity compensation plans.

  54. Potential Payments upon Termination or Change in Control

    | Name | Change in Control (Single Trigger) ($) | Termination Without Cause or Resignation for Good Reason Not in connection with a Change in Control ($) | Termination Without Cause or Resignation for Good Reason in connection with a Change in Control ($) | | Ron Kurtz, M.D. | | | | | Severance Payment (1) | — | 1,370,625 | 2,741,250 | | Continued Health Coverage (2) | — | 57,000 | 57,000 | | Accelerated vesting (3) | — | — | — | | Shelley Thunen | | | | | Severance Payment | — | 894,645 | 894,645 | | Continued Health Coverage (2) | — | 38,000 | 38,000 | | Accelerated vesting (3) | — | — | — | | Eric Weinberg | | | | | Severance Payment | — | 894,645 | 894,645 | | Continued Health Coverage (2) | — | 38,000 | 38,000 | | Accelerated vesting (3) | — | — | — | | Ilya Goldshleger, Ph.D. | | | | | Severance Payment | — | 894,645 | 894,645 | | Continued Health Coverage (2) | — | 38,000 | 38,000 | | Accelerated vesting (3) | — | — | — | | Scott Gaines | | | — | | Severance Payment | — | — | 480,624 | | Continued Health Coverage (2) | — | — | 38,000 | | Accelerated vesting (3) | — | — | 297,149 |

  55. Potential Payments upon Termination or Change in Control

    (1) The amounts reported do not give effect to the amendment to Dr. Kurtz’s change in control and severance agreement entered into in April 2026 as described above. The amounts reported in these columns represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA for the named executive officer and the named executive officer’s eligible dependents (i) for a period of 12 months, or (ii) with respect to Dr. Kurtz, if such termination occurs within the applicable change in control period, for a period of 18 months. The amounts reported in these columns represent the sum of, (i) for each outstanding and unvested option held by a named executive officer as of December 31, 2025, the product of (A) the number of unvested shares subject to the option and (B) the difference between $10.42 (the closing price of a share of our common stock on December 31, 2025) and the exercise price of the option, and (ii) for each outstanding and unvested restricted stock unit award held by a named executive officer as of December 31, 2025, the product of (A) the number of unvested shares subject to the restricted stock unit award and (B) $10.42 (the closing price of a share of our common stock on December 31, 2025). For additional information regarding the unvested options held by our named executive officers as of December 31, 2025, please see the section above titled “Outstanding Equity Awards at Fiscal Year-End.”

  56. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted rules requiring annual disclosure of the ratio of the median employee’s total annual compensation to our CEO’s total annual compensation. For purposes of determining our CEO’s total annual compensation, we elected to use the total annual compensation of Dr. Kurtz, who was serving as our CEO on the date used to determine the median employee for our last completed fiscal year, which ended December 31, 2025: The median employee’s total annual compensation was $164,848. The median employee was determined based on the assumptions stated below. • Dr. Kurtz’s total annual compensation for 2025 was $4,650,661. • Based on the above, for 2025 the ratio of Dr. Kurtz’s total annual compensation to the median employee’s total annual compensation of all employees was approximately 28 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended (the “CEO Pay Ratio Disclosure Rule”). For purposes of this year’s disclosure under the CEO Pay Ratio Disclosure Rule, we determined the median employee as of December 31, 2025, at which time we had approximately 461 employees. Pay elements that were included in the annual total compensation for each employee are: • Base salary paid in 2025; • Actual performance bonus and/or actual commissions paid in 2025; • Value of actual equity awards granted in 2025 (either new hire grant, promotion grant or annual grant), calculated based on grant date fair value; and • Company matching contributions to employees’ 401(k) plan contribution. We then compared the total cash compensation earned by these employees to determine the median employee. Once we identified our median employee, we estimated such employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median employee total annual compensation disclosed above. We determined Dr. Kurtz’s total annual compensation amount by taking the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this proxy.

  57. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for Ron Kurtz, M.D., our principal executive officer (“PEO”), and the average compensation for our named executive officers other than our PEO (“non-PEO NEOs”) for fiscal years 2025, 2024, 2023, and 2022 (each a “covered year”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC in August 2022. “Compensation actually paid” does not reflect amounts actually realized by our PEO and Non-PEO NEOs and may be higher or lower than amounts, if any, that are actually realized by such individuals. The table below also provides information for each Covered Year regarding our cumulative total shareholder return, the total shareholder return of the S&P Healthcare & Supplies Index, our net income and our revenue.

  58. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (4) | Net Income ($) | Revenue ($ Millions) (5) | | 2025 | 4,650,661 | (2,156,420) | 2,484,868 | (1,327,953) | 92.62 | 76.03 | (38.9) | 134.5 | | 2024 | 6,982,453 | 5,115,927 | 5,804,227 | 4,221,090 | 305.60 | 76.22 | (27.5) | 139.9 | | 2023 | 3,081,597 | 11,796,221 | 1,808,267 | 6,263,724 | 358.40 | 72.30 | (48.6) | 89.1 | | 2022 | 1,025,471 | 1,245,648 | 649,355 | 762,518 | 112.62 | 76.64 | (66.8) | 49.0 |

  59. PAY VERSUS PERFORMANCE

    | 2022-2024 | 2025 | | Shelley Thunen | Shelley Thunen | | Eric Weinberg | Eric Weinberg | | Ilya Goldshleger, Ph.D. | Ilya Goldshleger, Ph.D. | | | Scott Gaines |

  60. PAY VERSUS PERFORMANCE

    Ron Kurtz, M.D. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed above. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. (4) The Peer Group TSR set forth in this table utilizes the S&P Healthcare Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the S&P Healthcare Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025.

  61. PAY VERSUS PERFORMANCE

    | Fiscal Year | 2025 | | Summary Compensation Table Total for PEO ($) | 4,650,661 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (3,816,530) | | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 1,023,383 | | Minus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | (2,508,864) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 327,561 | | Plus Change in Fair Value between the Vesting Date and the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Year ($) | (1,832,631) | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | — | | Compensation Actually Paid to PEO ($) | (2,156,420) |

  62. PAY VERSUS PERFORMANCE

    | Fiscal Year | 2025 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 2,484,868 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (1,890,240) | | Plus Non-PEO NEO Average Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 548,908 | | Minus Non-PEO NEO Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | (1,722,997) | | Plus Non-PEO NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 160,516 | | Plus Non-PEO NEO Average Year over Year Change in Fair Value between the Vesting Date and the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Year ($) | (909,008) | | Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | — | | Average Compensation Actually Paid to Non-PEO NEOs ($) | (1,327,953) |