04/26/2024 | Press release | Distributed by Public on 04/26/2024 04:08
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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☒
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Sincerely,
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/s/ Paul Badawi
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Paul Badawi
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President and Chief Executive Officer
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To elect David Badawi, M.D., Tamara Fountain, M.D. and Donald Zurbay as Class III Directors to serve until the 2027 Annual Meeting of Stockholders and until each such director's respective successor is elected and qualified or until each such director's earlier death, resignation or removal;
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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.
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By Order of the Board of Directors
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/s/ Paul Badawi
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Paul Badawi
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President and Chief Executive Officer
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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i
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PROXY STATEMENT
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1
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Proposals
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1
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Recommendations of the Board
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2
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Information About this Proxy Statement
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2
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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS
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3
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PROPOSALS TO BE VOTED UPON
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7
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Proposal 1: Election of Directors
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7
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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11
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REPORT OF THE AUDIT COMMITTEE
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12
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
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13
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EXECUTIVE OFFICERS
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14
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CORPORATE GOVERNANCE
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15
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General
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15
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Board Composition
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15
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Director Independence
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15
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Family Relationships and Other Relationships
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15
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Board Diversity Matrix
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16
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Executive Sessions
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16
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Director Candidates
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16
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Stockholder Recommendation of Director Candidates
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17
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Communications from Stockholders
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17
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Board Leadership Structure
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18
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Board Role in Risk Oversight
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18
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Code of Business Conduct and Ethics and Corporate Governance Guidelines
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18
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Anti-Hedging and Anti-Pledging Policy
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19
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Attendance by Directors at Meetings
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19
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COMMITTEES OF THE BOARD
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20
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Audit Committee
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20
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Compensation Committee
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21
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Nominating and Corporate Governance Committee
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22
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Commercial Strategy Committee
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22
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EXECUTIVE COMPENSATION
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23
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Business Overview
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23
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Named Executive Officers
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23
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Compensation Philosophy and Objectives
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23
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Compensation Consultant
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24
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Peer Group
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25
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Governance Practices and Policies
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25
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Elements of our Executive Compensation Program
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26
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Other Compensation Policies and Practices
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32
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Accounting Considerations
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33
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2023 Summary Compensation Table
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33
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Outstanding Equity Awards at 2023 Fiscal Year-End
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34
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DIRECTOR COMPENSATION
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35
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2023 Director Compensation Table
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36
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Equity Awards Held by Directors
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36
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EQUITY COMPENSATION PLAN INFORMATION
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37
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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38
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CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS
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40
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SOLICITATION OF PROXIES
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41
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STOCKHOLDER PROPOSALS
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41
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DELINQUENT SECTION 16(a) REPORTS
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42
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ANNUAL REPORT ON FORM 10-K
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43
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OTHER MATTERS
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43
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To elect David Badawi, M.D., Tamara Fountain, M.D., and Donald Zurbay as Class III Directors to serve until the 2027 Annual Meeting of Stockholders and until each such director's respective successor is elected and qualified or until each such director's earlier death, resignation or removal;
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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.
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"FOR" the election of David Badawi, M.D., Tamara Fountain, M.D., and Donald Zurbay as Class III Directors to serve until the 2027 Annual Meeting of Stockholders and until each such director's respective successor is elected and qualified or until each such director's earlier death, resignation or removal; and
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"FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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by Internet-You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;
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by Telephone-You can vote by telephone by calling 1-800-690-6903 and following the instructions on the Internet Notice or proxy card;
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by Mail-If you received printed copies of the proxy materials, you can vote by mail by signing, dating and mailing the proxy card; or
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Electronically at the Meeting-If you attend the Annual Meeting online, you will need the 16-digit control number included on your Internet Notice, on your proxy card, or on the instructions that accompanied your proxy materials to vote electronically during the meeting.
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by submitting a duly executed proxy bearing a later date;
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by granting a subsequent proxy through the Internet or telephone;
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by giving a written notice of revocation to the Secretary of Sight Sciences prior to or at the Annual Meeting; or
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by voting online at the Annual Meeting.
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irrelevant to the business of the Company or to the business of the Annual Meeting;
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related to material non-public information of the Company, including the status or results of our business since our last periodic report filing;
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related to any pending, threatened or ongoing litigation;
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related to personal grievances;
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derogatory references to individuals or that are otherwise in bad taste;
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substantially repetitious of questions already made by another stockholder;
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in excess of the two-question limit;
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in furtherance of the stockholder's personal or business interests; or
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out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chairperson or Secretary in their reasonable judgment.
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Proposal
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Votes Required
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Effect of Votes Withheld or
Abstentions and Broker
Non-Votes
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Proposal 1:
Election of Directors
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The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative "FOR" votes will be elected as Class III Directors.
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Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.
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Proposal 2:
Ratification of Appointment of Independent Registered Public Accounting Firm
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The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.
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Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because a bank or brokerage firm may generally vote without instructions on this proposal, we do not expect any broker non-votes on this proposal.
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The Board unanimously recommends a vote "FOR" the election of each of the Class III Director nominees.
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Name
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Age
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Served as a
Director Since
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Position with Sight Sciences
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David Badawi, M.D.
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54
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2011
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Chief Technology Officer and Director
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Tamara Fountain, M.D.
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61
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2022
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Director
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Donald Zurbay
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56
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2020
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Director
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Name
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Age
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Served as a Director
Since
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Position with Sight Sciences
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Paul Badawi
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49
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2011
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President, Chief Executive Officer and Director
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Erica Rogers
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61
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2019
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Director
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Brenda Becker
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64
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2022
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Director
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Name
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Age
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Served as a Director
Since
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Position with Sight Sciences
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Staffan Encrantz
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72
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2017
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Chairperson
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Catherine Mazzacco
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59
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2023
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Director
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The Board unanimously recommends a vote "FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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Fee Category
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2023
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2022
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Audit Fees
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$1,400,910
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$1,406,188
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Audit-Related Fees
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-
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-
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Tax Fees
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-
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-
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All Other Fees
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-
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-
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Total Fees
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$1,400,910
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$1,406,188
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Name
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Age
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Position
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Paul Badawi
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49
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President, Chief Executive Officer and Director
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David Badawi, M.D.
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54
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Chief Technology Officer and Director
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Alison Bauerlein
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42
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Chief Financial Officer and Treasurer
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Sam Park
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63
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Chief Operating Officer
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Matthew Link
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49
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Chief Commercial Officer
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Jeremy Hayden
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54
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Chief Legal Officer
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Total Number of Directors
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8
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Female
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Male
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Non-
Binary
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Did Not
Disclose
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Part I: Gender Identity
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Directors
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4
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4
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-
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Part II: Demographic Background
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African American or Black
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1
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-
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-
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Alaskan Native or Native American
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-
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-
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-
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Asian
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-
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-
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-
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Hispanic or Latinx
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-
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-
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-
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Native Hawaiian or Pacific Islander
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-
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-
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-
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White
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3
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4
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-
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Two or More Races or Ethnicities
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-
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-
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-
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LGBTQ+
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-
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-
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-
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Board Diversity Matrix (as of April 26, 2023)
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Total Number of Directors
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8
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Female
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Male
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Non-
Binary
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Did Not
Disclose
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Part I: Gender Identity
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Directors
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4
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4
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-
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Part II: Demographic Background
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African American or Black
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1
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-
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-
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Alaskan Native or Native American
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-
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-
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| |
-
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Asian
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| |
-
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| |
-
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-
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Hispanic or Latinx
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-
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| |
-
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| |
-
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Native Hawaiian or Pacific Islander
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-
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-
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-
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White
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3
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4
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-
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Two or More Races or Ethnicities
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-
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-
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-
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LGBTQ+
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-
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-
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-
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•
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personal and professional integrity, ethics and values;
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experience in corporate management, such as serving as an officer or former officer of a publicly held company;
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strong finance experience;
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relevant social policy concerns;
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experience relevant to the Company's industry;
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experience as a board member or executive officer of another publicly held company;
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relevant academic expertise or other proficiency in an area of the Company's operations;
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diversity of expertise and experience in substantive matters pertaining to the Company's business relative to other board members;
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diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;
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practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries;
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skills that are complementary to the existing Board;
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proven achievement and competence in the nominee's field and the ability to exercise sound business judgment;
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an understanding of the fiduciary responsibilities that is required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities;
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and any other relevant qualifications, attributes or skills. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
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Name
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Audit
Committee
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Compensation
Committee
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Nominating
and
Corporate
Governance
Committee
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Commercial
Strategy
Committee
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Brenda Becker
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X
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X
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Staffan Encrantz
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Chairperson
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X
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Tamara Fountain, M.D.
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X
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X
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Catherine Mazzacco
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X
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Chairperson
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Erica Rogers
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Chairperson
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X
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Donald Zurbay
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Chairperson
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X
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appointing, approving the compensation of, and overseeing the independence of our registered public accounting firm;
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overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports and other communications required to be made by such firm;
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reviewing and discussing with management and the registered public accounting firm our annual audited financial statements and quarterly financial statements, including disclosures under the caption "management's discussion and analysis of financial condition and results of operations" and the matters required to be discussed by applicable PCAOB standards and SEC rules;
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coordinating the Board's oversight of our internal control over financial reporting, disclosure controls and related financial policies and procedures;
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overseeing management of our financial risks, including discussion of our risk management policies pertaining to finance, accounting and related internal controls;
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meeting separately with our internal auditing staff, if any, registered public accounting firm and management;
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reviewing our policies and procedures for reviewing and approving or ratifying any related-person transactions and conducting review and oversight of all related-person transactions for conflicts of interest;
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establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding internal accounting controls or auditing matters; and
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preparing the annual audit committee report required by SEC rules.
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reviewing and approving, or recommending for approval by the Board, the compensation of our Chief Executive Officer and our other executive officers;
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overseeing and administering our cash and equity incentive plans and discharging any responsibilities imposed on the Compensation Committee by any of these plans;
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reviewing and making recommendations to the Board with respect to director compensation;
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reviewing and discussing annually with management our "Compensation Discussion and Analysis," to the extent required; and
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preparing the annual compensation committee report required by SEC rules, to the extent required.
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identifying individuals qualified to become members of the Board;
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recommending to the Board the persons to be nominated for election as directors and to each committee of the Board;
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developing and recommending to the Board corporate governance guidelines, and reviewing and recommending to the Board proposed changes to our corporate governance guidelines from time to time;
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overseeing a periodic evaluation of the Board;
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overseeing succession plans for the Chief Executive Officer and other executive officers; and
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overseeing the Company's ESG program as well as compliance practices and matters, such as healthcare and cyber-security compliance, that are not specifically within the purview of the Audit Committee, Commercial Strategy Committee and Compensation Committee.
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advising management regarding the Company's overall product commercialization strategy, including, without limitation, the product pipeline go-to market strategies, including reimbursement, market segmentation and pricing, and related activities, capabilities, resources and investments;
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assisting and advising the Board in evaluating and overseeing the Company's product commercialization plans and efforts; and
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at the request of the Board, reviewing and advising the Board with respect to, strategic product commercialization initiatives and/or related binding commitments that would require the approval of the Board under the Company's Board approval/delegation of authority policies and procedures.
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Paul Badawi, who currently serves as our President and Chief Executive Officer, as well as a member of our Board;
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Alison Bauerlein, who joined us on April 3, 2023, and currently serves as our Chief Financial Officer and Treasurer; and
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Matthew Link, who joined us on September 11, 2023, and currently serves as our Chief Commercial Officer.
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50th percentile of peer group for base salary levels;
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50th percentile of peer group for target bonus levels; and
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up to 75th percentile of peer group for equity compensation levels.
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• Apollo Endosurgery
• Atrion
• AxoGen
• Berkeley Lights
• ClearPoint Neuro
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• Glaukos
• Harvard Bioscience
• iRadimed
• LeMaitre Vascular
• Mesa Laboratories
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• OrthoPediatrics
• Outset Medical
• Personalis
• Pulmonx
• SeaSpine Holdings
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• Semler Scientific
• Si-BONE
• Silk Road Medical
• Transmedics Group
• ViewRay
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• Apyx Medical
• Artivion
• Atrion
• AxoGen
• ClearPoint Neuro
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• Cutera
• CVRx
• Harvard Bioscience
• iRadimed
• Mesa Laboratories
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• OrthoPediatrics
• Outset Medical
• Pulmonx
• RxSight
• Semler Scientific
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• Si-BONE
• Silk Road Medical
• TELA Bio
• Zynex
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Independent Compensation Committee and Board Approval. The committee is comprised solely of independent directors. In addition, certain executive compensation decisions at the Board level are made solely by independent directors.
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Independent Compensation Committee Advisor. Consistent with prior years, the committee engaged its own independent compensation consultant to assist with its compensation review for 2023.
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Annual Executive Compensation Review. The committee conducts an annual review and approval of our compensation strategy and objectives. The committee also performs an annual review of the risks related to our compensation practices.
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Pay-for-Performance. Our executive compensation program is designed so a significant portion of the total compensation opportunity for our executives will only be earned based on our achievement of business and strategic objectives deemed by the committee to be critical to driving long-term stockholder value.
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Long-Term Vesting Requirements. The long-term equity awards granted to our executives generally vest over four-year periods, consistent with current market practice and our retention objectives, except in limited circumstances where deemed necessary by the committee to recruit or retain executives.
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No Tax Reimbursements on Severance or Change in Control Payments. We do not provide any tax reimbursement payments (including "gross-ups") on any severance or change-in-control payments or benefits.
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No Special Retirement Plans. We do not offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements to our executive officers.
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No Special Health or Welfare Benefits. Our executive officers participate in the same company-sponsored health and welfare benefits programs as our other full-time, salaried employees.
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Stock Ownership Guidelines. We have adopted Stock Ownership Guidelines applicable to our executive officers and non-employee directors that ensure the interests of our executive officers and directors are aligned with those of our stockholders.
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Hedging and Pledging Prohibited. We prohibit our directors, executive officers and employees from engaging in hedging transactions and pledging our securities.
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Policy for Recovery of Erroneously Awarded Compensation. We maintain a Policy for Recovery of Erroneously Awarded Compensation applicable to our executive officers that provides for the potential recovery of incentive compensation in the event of a financial restatement under certain circumstances.
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Named Executive Officer
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2023 Base Salary
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Paul Badawi
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$610,000
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Alison Bauerlein
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$306,185(1)
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Matthew Link
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$127,468(2)
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(1)
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Ms. Bauerlein commenced employment with us on April 3, 2023. The base salary amount represents the pro-rated portion of her annual base salary ($410,000) for the period from commencement of her employment through December 31, 2023.
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(2)
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Mr. Link commenced employment with us on September 11, 2023. The base salary amount represents the pro-rated portion of his annual base salary ($410,000) for the period from commencement of his employment through December 31, 2023.
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Named Executive Officer
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2023 Bonus Target
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Paul Badawi
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90%
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Alison Bauerlein
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50%
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Matthew Link
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50%
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2023 Business and
Strategic Objectives
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Weighting %
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2023 Target
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2023 Actual Performance
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Achievement
Percentage
|
Aggregate Revenue Objective
(Surgical Glaucoma and Dry Eye)
|
| |
30%
|
| |
Target: ≥$96 million (100% of target).
Maximum Threshold: ≥ $100 million (150% of target).
Minimum Threshold: ≥$89 million (50% of target). No payout below this threshold.
|
| |
$81.1 million.
Below minimum threshold.
|
| |
0.0% of target
|
Surgical Glaucoma Revenue Objective
|
| |
15%
|
| |
Target: ≥$88 million (100% of target).
Maximum Threshold: ≥ $91.5 million (120% of target).
Minimum Threshold: ≥$81.4 million (50% of target). No payout below this threshold.
|
| |
$74.3 million.
Below minimum threshold.
|
| |
0.0% of target
|
Dry Eye Revenue Objective
|
| |
15%
|
| |
Target: ≥$8 million (100% of target).
Maximum Threshold: ≥$8.5 million (120% of target).
Minimum Threshold: ≥$7.6 million (50% of target). No payout below this threshold.
|
| |
$6.7 million.
Below minimum threshold.
|
| |
0.0% of target
|
Financial Objective - Cash Burn
|
| |
20%
|
| |
Target: ≤$40 million cash burn (defined as GAAP operating income adjusted for non-cash items).
(100% of target)
Maximum Threshold: ≤$36 million (110% payout).
Minimum Threshold: ≤ $44 million cash burn (95% of target). No payout below this threshold.
|
| |
$39.3 million.
Target exceeded.
|
| |
102% of target
|
Clinical Objective - Data Publication
|
| |
10%
|
| |
Target: SAHARA RCT study publication submission date by October 31, 2023. (100% of target)
Maximum Threshold: Publication by August 31, 2023. (120% of target)
Minimum Threshold : Publication by December 31, 2023. (80% of target)
|
| |
Submitted August 2023. Target exceeded.
|
| |
120% of target
|
Reimbursement Objective - Contracts
|
| |
10%
|
| |
Target: Achieve at least two specific reimbursement coverage contracts. (100% of target)
Maximum Threshold: Achieve four specific reimbursement coverage contracts. (120% of target)
Minimum Threshold: Achieve one specific reimbursement coverage contract. (80% of target)
|
| |
Four reimbursement coverage contracts received. Target exceeded.
|
| |
120% of target
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
move away from determination of equity awards based on number of shares issuable upon exercise or settlement of such awards to determination of equity awards based on fixed dollar value;
|
•
|
alter the historical mix of stock options and RSUs granted to employees such that our employees at all levels of the organization, including our named executive officers, receive more RSUs than stock options (based on fixed dollar value); and
|
•
|
provide that exempt, entry-level employees will not be eligible to receive equity grants until they have reached a certain tenure level.
|
Named Executive Officer
|
| |
2023 Aggregate Option Awards
|
Paul Badawi
|
| |
225,700(1)
|
Alison Bauerlein
|
| |
71,800(2)
|
Matthew Link
|
| |
526,430(3)
|
(1)
|
Reflects (i) a stock option exercisable for up to 123,100 shares of our common stock, and (ii) a stock option exercisable for up to 102,600 shares of our common stock, in each case at an exercise price of $9.78 per share. Each of these option awards vest over 48 equal monthly installments following the grant date, subject to Mr. Badawi's continued service to us through the applicable vesting dates.
|
TABLE OF CONTENTS
(2)
|
In connection with commencement of her employment with us on April 3, 2023, Ms. Bauerlein received stock options to purchase up to 71,800 shares of our common stock at an exercise price of $10.10 per share, which vested and became exercisable as to 25% of the underlying shares on April 3, 2024, and shall vest as to the remainder of such shares in 36 equal monthly installments thereafter, subject to Ms. Bauerlein's continued service to us through the applicable vesting dates.
|
(3)
|
In connection with commencement of his employment with us on September 11, 2023, Mr. Link received stock options to purchase up to 526,430 shares of our common stock at an exercise price of $2.06 per share, which shall vest and became exercisable as to 25% of the underlying shares on September 11, 2024, and as to the remainder of such shares in 36 equal monthly installments thereafter, subject to Mr. Link's continued service to us through the applicable vesting dates.
|
Named Executive Officer
|
| |
2023 Aggregate RSU Awards
|
Paul Badawi
|
| |
176,600(1)
|
Alison Bauerlein
|
| |
103,000(2)
|
Matthew Link
|
| |
747,572(3)
|
(1)
|
Reflects an annual grant of 176,600 RSUs, which vest in four equal annual installments commencing January 15, 2024 and continuing through January 15, 2027, subject to Mr. Badawi's continued service to us through the applicable vesting dates.
|
(2)
|
In connection with commencement of her employment with us on April 3, 2023, Ms. Bauerlein received a grant of 103,000 RSUs, which vest in four equal annual installments commencing May 15, 2024 and continuing through May 15, 2027, subject to Ms. Bauerlein's continued service to us through the applicable vesting dates.
|
(3)
|
In connection with commencement of his employment with us on September 11, 2023, Mr. Link received a grant of 747,572 RSUs, which vest in four equal annual installments commencing October 15, 2024 and continuing through October 15, 2027, subject to Mr. Link's continued service to us through the applicable vesting dates.
|
TABLE OF CONTENTS
•
|
the incentive compensation payment or award was based upon the achievement of financial results that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws;
|
•
|
a lower payment or award would have been made to such executive officer based upon the restated financial results; and
|
•
|
the requirement to file the restatement was identified within three years after the date of the first public filing of the financial results that were subsequently the subject of the accounting restatement.
|
Participant
|
| |
Salary/Cash Multiple Threshold
|
Chief Executive Officer
|
| |
5X annual base salary
|
Other Executive Officers
|
| |
1X annual base salary
|
Directors
|
| |
5X annual cash retainer for Board service
(not including committee membership or chairperson retainers)
|
TABLE OF CONTENTS
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
RSU
Awards
($)(1)
|
| |
Option
Awards
($)(2)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(3)
|
| |
All Other
Compensation
($)(4)
|
| |
Total
(S)
|
Paul Badawi
President and Chief Executive Officer
|
| |
2023
|
| |
610,000
|
| |
1,727,148
|
| |
1,303,282
|
| |
243,207
|
| |
18,385(5)
|
| |
3,902,022
|
|
2022
|
| |
580,000
|
| |
1,538,256
|
| |
3,291,070
|
| |
340,298
|
| |
-
|
| |
5,749,624
|
||
Alison Bauerlein(6)
Chief Financial Officer
|
| |
2023
|
| |
306,185
|
| |
1,040,300
|
| |
429,285
|
| |
67,820
|
| |
4,593
|
| |
1,848,183
|
Matthew Link(7)
Chief Commercial Officer
|
| |
2023
|
| |
127,468
|
| |
1,539,998
|
| |
660,038
|
| |
28,234
|
| |
1,912
|
| |
2,357,650
|
(1)
|
Amounts reflect the grant date fair value of RSUs granted during the year computed in accordance with ASC Topic 718.
|
(2)
|
Amounts reflect the grant date fair value of stock options granted during the year computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of stock options in Note 11 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report").
|
(3)
|
Amounts represent bonuses earned by our named executive officers under our annual cash incentive program. Refer to "- Annual Cash Incentive Compensation" above for additional information regarding the 2023 annual cash incentive program.
|
(4)
|
Except as otherwise noted, amounts in this column represent matching contributions made by the Company to the named executive officers under the 401(k) plan.
|
(5)
|
Includes the costs associated with Mr. Badawi's attendance at a Company sales event, including the related tax gross-up reimbursement ($12,470). The same reimbursement methodology was applied to all Company employees who attended the event.
|
(6)
|
Ms. Bauerlein commenced employment with us on April 3, 2023. The base salary amount represents the pro-rated portion of her annual base salary ($410,000) for the period from commencement of her employment through December 31, 2023.
|
(7)
|
Mr. Link commenced employment with us on September 11, 2023. The base salary amount represents the pro-rated portion of his annual base salary ($410,000) for the period from commencement of his employment through December 31, 2023.
|
TABLE OF CONTENTS
| |
Stock Option Awards
|
| |
Stock Awards
|
|||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
RSUs That
Have Not
Yet Vested
(#)
|
| |
Market
Value of
RSUs That
Have Not
Yet Vested
($)
|
| |
Equity
Incentive
Plan
Awards;
Number of
Unearned
Shares,
Units, or
Other Rights
That Have
Not Vested
(#)
|
| |
Equity
Incentive
Plan
Awards;
Market or
Payout
Value of
Unearned
Shares,
Units, or
Other Rights
That Have
Not Vested
|
Paul Badawi
|
| |
419,790
|
| |
230,210(1)
|
| |
10.96
|
| |
5/24/2031
|
| |
65,850(2)
|
| |
339,786
|
| | | | ||
|
37,944
|
| |
20,809(1)
|
| |
24.00
|
| |
7/13/2031
|
| |
176,600(5)
|
| |
911,256
|
| | | | ||||
|
168,331
|
| |
182,969(2)
|
| |
17.52
|
| |
2/8/2032
|
| | | | | | | | ||||||
|
51,722
|
| |
173,978(3)
|
| |
9.78
|
| |
3/16/2033
|
| | | | | | | | ||||||
Alison Bauerlein
|
| |
-
|
| |
71,800(6)
|
| |
10.10
|
| |
5/9/2033
|
| |
103,000(8)
|
| |
531,480
|
| | | | ||
Matthew Link
|
| |
-
|
| |
526,430(7)
|
| |
2.06
|
| |
11/13/2033
|
| |
747,572(9)
|
| |
3,857,472
|
| |
-
|
| |
-
|
(1)
|
This stock option vests in 48 equal monthly installments following the vesting commencement date of May 24, 2021, subject to the executive's continued service to us through the applicable vesting date.
|
(2)
|
This stock option vests in 48 equal monthly installments following the vesting commencement date of January 1, 2022, subject to the executive's continued service to us through the applicable vesting date.
|
(3)
|
This stock option vests in 48 equal monthly installments following the vesting commencement date of January 1, 2023, subject to the executive's continued service to us through the applicable vesting date.
|
(4)
|
These RSUs vest as to 25% of the underlying shares on each of January 1, 2023; January 1, 2024; January 1, 2025; and January 1, 2026, subject to the executive's continued service to us through the applicable vesting dates.
|
(5)
|
These RSUs vest as to 25% of the underlying shares on each of January 1, 2024; January 1, 2025; January 1, 2026; and January 1, 2027, subject to the executive's continued service to us through the applicable vesting dates.
|
(6)
|
This stock option vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date of April 3, 2023, and in 36 equal monthly installments thereafter, subject to the executive's continued service to us through the applicable vesting dates.
|
(7)
|
This stock option vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date of September 11, 2023, and in 36 equal monthly installments thereafter, subject to the executive's continued service to us through the applicable vesting dates.
|
(8)
|
These RSUs vest as to 25% of the underlying shares on each anniversary of the vesting commencement date of April 3, 2023, subject to the executive's continued service to us through the applicable vesting dates.
|
(9)
|
These RSUs vest as to 25% of the underlying shares on each anniversary of the vesting commencement date of September 11, 2023, subject to the executive's continued service to us through the applicable vesting dates.
|
TABLE OF CONTENTS
•
|
upon the director's initial election or appointment to the Board, a number of RSUs equal to $240,000 divided by the closing price of our common stock on the grant date;
|
•
|
on the date of our annual meeting of stockholders, if the director has served on the Board for at least six months as of the date of the annual meeting, a number of RSUs equal to $120,000 divided by the closing price of our common stock on the grant date; and
|
•
|
an annual director fee of $40,000 paid in cash.
|
•
|
non-executive chairperson of the board, $37,500;
|
•
|
lead independent director (if applicable), $25,000;
|
•
|
chairperson of the audit committee, $20,000;
|
•
|
audit committee member other than the chair, $10,000;
|
•
|
chairperson of the compensation committee, $15,000;
|
•
|
compensation committee member other than the chairperson, $7,500;
|
•
|
chairperson of the nominating and governance committee, $10,000;
|
•
|
nominating and governance committee member other than the chair, $5,000,
|
•
|
chairperson of the commercial strategy committee, $12,000, and
|
•
|
commercial strategy committee member other than the chair, $6,000.
|
TABLE OF CONTENTS
Name
|
| |
Fees Earned or Paid
in Cash
($)
|
| |
RSU Awards
($)(1)
|
| |
Total
($)
|
Brenda Becker
|
| |
47,328
|
| |
120,000
|
| |
167,328
|
Staffan Encrantz
|
| |
87,908
|
| |
120,000
|
| |
207,908
|
Tamara Fountain, M.D.(2)
|
| |
41,056
|
| |
360,000
|
| |
401,056
|
Mack Hicks(3)
|
| |
13,194
|
| |
-
|
| |
13,194
|
Catherine Mazzacco
|
| |
16,337
|
| |
240,000
|
| |
256,337
|
Erica Rogers
|
| |
62,303
|
| |
120,000
|
| |
182,303
|
Valeska Schroeder, Ph.D.(4)
|
| |
32,754
|
| |
-
|
| |
32,754
|
Donald Zurbay
|
| |
67,500
|
| |
120,000
|
| |
187,500
|
(1)
|
Amounts reflect the grant date fair value of the RSUs granted during the given year computed in accordance with ASC Topic 718.
|
(2)
|
Dr. Fountain joined our Board in July 2022, but due to certain conflict of interest requirements arising out of her previous tenure as President of the America Academy of Ophthalmology, she declined compensation for her service as a director during 2022. Commencing January 1, 2023, Dr. Fountain became eligible to receive compensation pursuant to the terms of our non-employee director compensation program.
|
(3)
|
Effective January 5, 2023, Mr. Hicks stepped down as a Class II Director and as a member of the Audit Committee. The RSUs granted to Mr. Hicks in 2022 remained unvested and were forfeited as a result of his departure.
|
(4)
|
Dr. Schroeder's term as a Class II Director and as a member of the Compensation Committee expired at our Annual Meeting of Stockholders held on June 8, 2023.
|
Name
|
| |
Stock Options
|
| |
RSUs
|
Brenda Becker
|
| |
-
|
| |
27,043
|
Staffan Encrantz
|
| |
-
|
| |
15,094
|
Tamara Fountain, M.D.
|
| |
-
|
| |
33,071
|
Catherine Mazzacco
|
| |
-
|
| |
30,189
|
Erica Rogers
|
| |
100,000
|
| |
15,094
|
Donald Zurbay
|
| |
90,000
|
| |
15,094
|
TABLE OF CONTENTS
Plan Category
|
| |
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(#)
|
| |
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
($)
|
| |
Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities Reflected
in Column (a)
(#)
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
|
Equity compensation plans approved by stockholders(1)(2)
|
| |
7,701,551
|
| |
$9.00
|
| |
7,521,403
|
Equity compensation plans not approved by stockholders
|
| |
-
|
| |
-
|
| |
-
|
Total
|
| |
7,701,551
|
| |
$9.00
|
| |
7,521,403
|
(1)
|
The Company initially reserved 5,200,000 shares of common stock for future issuance under the 2021 Plan. The initial reserve is subject to an annual increase on the first day of each calendar year, ending on and including January 1, 2031. The annual increases are equal to the lesser of (i) 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board, subject to certain limitations.
|
(2)
|
The Company initially reserved 850,000 shares of common stock for future issuance under the Employee Stock Purchase Plan ("ESPP"). The initial reserve is subject to an annual increase on the first day of each calendar year, ending on and including January 1, 2031. The annual increases are equal to the lesser of (i) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board, subject to certain limitations.
|
TABLE OF CONTENTS
Name of Beneficial Owners
|
| |
Number of Shares of
Common Stock
Beneficially Owned
|
| |
Percentage of
Outstanding
Common Stock
|
Significant Stockholders and Affiliated Entities:
|
| | | | ||
KCK Ltd.(1)
|
| |
4,646,866
|
| |
9.3%
|
Allegro Investment Fund, L.P. and associated entities(2)
|
| |
4,022,118
|
| |
8.1%
|
Bank of America Corporation(3)
|
| |
3,174,134
|
| |
6.4%
|
UBS Group AG(4)
|
| |
2,879,863
|
| |
5.8%
|
Directors and Named Executive Officers:
|
| | | | ||
Paul Badawi(5)
|
| |
5,978,746
|
| |
11.8%
|
Matthew Link(6)
|
| |
-
|
| |
*
|
Alison Bauerlein(7)
|
| |
56,257
|
| |
*
|
David Badawi, M.D.(8)
|
| |
1,960,600
|
| |
3.9%
|
Staffan Encrantz(2)(9)
|
| |
6,218,526
|
| |
12.5%
|
Erica Rogers(10)
|
| |
119,534
|
| |
*
|
Donald Zurbay(11)
|
| |
108,284
|
| |
*
|
Brenda Becker(12)
|
| |
18,773
|
| |
*
|
Tamara Fountain, M.D.(13)
|
| |
15,094
|
| |
*
|
Catherine Mazzacco(14)
|
| |
10,063
|
| |
*
|
All Directors and Executive Officers as a group (12 individuals)
|
| |
14,952,432
|
| |
28.9%
|
*
|
Less than one percent.
|
(1)
|
Based solely on a Schedule 13G/A filed on February 14, 2024 on behalf of KCK Ltd. ("KCK") and information known to the Company. The board of directors of KCK, consisting of Antoine Sacy, Kamal Kassar, and Nael Karim Kassar, has delegated its authority to vote or invest the shares to Nael Karim Kassar. As such, Nael Karim Kassar may also be deemed to have sole voting and investment with respect to the shares. KCK Medical Technologies ("KCK MedTech") is a division of KCK-US Inc., a wholly owned subsidiary of KCK. The principal address for KCK MedTech is 368 E. Campbell Avenue, Suite 200, Campbell, California 95008. The principal address for KCK is Corner House 4th Floor, 20 Parliament Street, Hamilton, HM 12, Bermuda.
|
(2)
|
Based solely on a Schedule 13D/A filed with the SEC on December 1, 2023 on behalf of Allegro Investment Fund, L.P. ("Allegro Investment Fund"), Allegro Investors LLC ("Allegro Investors"), Allegro Investment Inc. ("Allegro Investment" and, together with Allegro Investment Fund and Allegro Investors, "Allegro") and Staffan Encrantz and information known to the Company. Allegro Investment provides business management services to the Allegro Investment Fund and may be deemed to have sole power to vote and to dispose of the shares directly owned by the Allegro Investment Fund. Allegro Investment Fund's general partner is Allegro Fund GP Ltd. (the "GP"). The members of the GP's board of directors are Jennifer Le Chevalier, Stacy White, and Mr. Encrantz. Mr. Encrantz, a member of our Board, is the president and sole director of Allegro Investment and the sole member of the Allegro Investors and may be deemed to have sole power to vote and to dispose of the shares directly owned by the Allegro Investment Fund and the Allegro Investors. The principal address for the entities affiliated with Allegro is 525 Middlefield Road, Suite 220, Menlo Park, California 94025.
|
TABLE OF CONTENTS
(3)
|
Based solely on a Schedule 13G filed with the SEC on February 13, 2024 on behalf of Bank of America Corporation ("Bank of America") and its wholly owned subsidiaries Bank of America N.A; BofA Securities, Inc.; and Merrill Lynch International. The address of the principal business office for the entities affiliated with Bank of America is Bank Of America Corporate Center, 100 N Tryon St, Charlotte, North Carolina 28255.
|
(4)
|
Based solely on a Schedule 13G filed with the SEC on February 7, 2024 on behalf of UBS Group AG and certain subsidiaries. The principal address for UBS Group AG is Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland.
|
(5)
|
Based on a Schedule 13G/A filed on February 14, 2023 and information known to the Company. Includes 823,742 shares of common stock which Mr. Badawi has the right to acquire upon the exercise of stock options exercisable within 60 days of April 9, 2024.
|
(6)
|
Mr. Link does not own any common stock or stock options, RSUs or other securities that are currently exercisable or will become exercisable within 60 days of April 9, 2024.
|
(7)
|
Includes (i) 25,750 shares of common stock which Ms. Bauerlein has the right to acquire upon the vesting and settlement of RSUs within 60 days of April 9, 2024, and (ii) 20,917 shares of common stock which Ms. Bauerlein has the right to acquire upon the exercise of stock options exercisable within 60 days of April 9, 2024.
|
(8)
|
Includes 358,156 shares of common stock which Dr. Badawi has the right to acquire upon the exercise of stock options exercisable within 60 days of April 9, 2024.
|
(9)
|
Includes (i) 4,022,118 shares of common stock Mr. Encrantz indirectly beneficially owns through the Allegro entities as described in footnote 2 to this table, (ii) 1,184,258 shares of common stock Mr. Encrantz indirectly beneficially owns through the 1997 Staffan Encrantz and Margareta Encrantz Revocable Trust, of which Mr. Encrantz is a trustee, and (iii) 997,056 shares of common stock held directly by Mr. Encrantz, and (iv) 15,094 shares of common stock which Mr. Encrantz shall acquire upon the vesting and settlement of RSUs on June 8, 2024.
|
(10)
|
Includes (i) 15,094 shares of common stock Ms. Rogers shall acquire upon the vesting and settlement of RSUs on June 8, 2024, and (ii) 92,500 shares of common stock which Ms. Rogers has the right to acquire upon the exercise of stock options exercisable within 60 days of April 9, 2024.
|
(11)
|
Includes (i) 15,094 shares of common stock Mr. Zurbay shall acquire upon the vesting and settlement of RSUs on June 8, 2024, and (ii) 81,250 shares of common stock which Mr. Zurbay has the right to acquire upon the exercise of stock options exercisable within 60 days of April 9, 2024.
|
(12)
|
Includes 15,094 shares of common stock Ms. Becker shall acquire upon the vesting and settlement of RSUs on June 8, 2024.
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(13)
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Includes 15,094 shares of common stock Dr. Fountain shall acquire upon the vesting and settlement of RSUs on June 8, 2024.
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(14)
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Includes 10,063 shares of common stock Ms. Mazzacco shall acquire upon the vesting and settlement of RSUs on June 8, 2024.
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TABLE OF CONTENTS
TABLE OF CONTENTS
•
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a statement of change of beneficial ownership of securities on Form 4 for Brenda Becker was inadvertently not filed on a timely basis. A Form 4 was filed for Ms. Becker on June 12, 2023; and
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•
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an initial statement of beneficial ownership of securities on Form 3 and a statement of change of beneficial ownership of securities on Form 4 for Catherine Mazzacco were inadvertently not filed on a timely basis. A Form 3 and Form 4 were filed for Ms. Mazzacco on July 3, 2023.
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TABLE OF CONTENTS
By Order of the Board of Directors
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/s/ Paul Badawi
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Paul Badawi
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President and Chief Executive Officer
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Menlo Park, California
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April 26, 2024
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TABLE OF CONTENTS
TABLE OF CONTENTS