Not independent
Tenure on this board
4.8 yrs
Also a director at
Tarsus Pharmaceuticals Inc (TARS)Lensar Inc (LNSR)
3 nominees · 3 ballot items.
Elect three Class II directors; Advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay); Ratify Ernst & Young LLP as independent registered public accounting firm for 2026 fiscal year.
Elect three Class II directors (William J. Link, Ph.D.; Robert Warner; Shweta Singh Maniar) to serve until the 2029 annual meeting.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the company’s named executive officer compensation as disclosed in the proxy materials. Management seeks this advisory vote to gauge stockholder support for its pay practices and to demonstrate accountability in executive compensation decisions. The board recommends a vote FOR, stating the compensation program aligns pay with company performance, emphasizes long-term stockholder alignment through stock option grants, and uses market benchmarking and independent consultant advice. Context includes a 2025 compensation structure of base salary, annual bonus tied to corporate metrics (delighted customers, motivated employees, shareholder satisfaction), and long-term incentives delivered 100% as stock options with four-year vesting. The board notes prior strong stockholder support (87.1% in 2025) and commits to consider feedback if significant dissent occurs. Potential points of scrutiny include the size and form of equity awards (options vs. full-value grants), recent adjustments to salaries during 2025, and severance and change-in-control arrangements; however, management emphasizes risk controls (clawback policy, prohibition on hedging/pledging, independent compensation committee) and alignment with peers and retention needs.
Ratify the appointment of Ernst & Young LLP as RxSight’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MILLENNIUM MANAGEMENT LLC | 4.97% | 2,059,459 | $13M |
| 2 | Artisan Partners Limited Partnership | 4.97% | 2,058,684 | $13M |
| 3 | NOMURA HOLDINGS INC | 4.83% | 2,000,060 | $12M |
| 4 | No Street GP LP | 4.83% | 2,000,000 | $12M |
| 5 | D. E. Shaw Co., Inc.Activist | 4.14% | 1,713,425 | $11M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.09% | 1,692,935 | $10M |
| 7 | BlackRock, Inc. | 3.21% | 1,328,818 | $8M |
| 8 | BlackRock, Inc. | 3.19% | 1,320,903 | $8M |
| 9 | TWO SIGMA INVESTMENTS, LP | 3.14% | 1,300,260 | $8M |
| 10 | HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND | 2.73% | 1,131,400 | $7M |
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