🧾 What This Document Is

This is a proxy statement (Form DEF 14A) for Sight Sciences, Inc. Think of it as a detailed "voter's guide" for the company's shareholders. Its main purpose is to provide all the information shareholders need to vote on important company matters ahead of the 2026 Annual Meeting.

👉 In simple terms: The company is asking its owners (shareholders) to make decisions by electing directors and hiring their auditor. This document explains who and what they are voting on.

📅 Meeting Details

What: 2026 Annual Meeting of Stockholders.
When: Thursday, June 4, 2026, at 9:00 a.m. Pacific Time.
Where: Virtually only at www.virtualshareholdermeeting.com/SGHT2026.
Who can vote: Shareholders who owned stock as of the "Record Date" – April 8, 2026. On that date, there were 54,403,542 shares outstanding.

👉 Why it matters: If you own SGHT stock on April 8, 2026, you get a say in the company's direction. You'll need a 16-digit control number to vote online.

🗳️ What Shareholders Are Voting On

The Board recommends voting "FOR" both of these proposals:

Proposal 1 - Elect Directors: Vote to elect Gerhard Burbach and Staffan Encrantz to the Board. They will serve until 2029.
Proposal 2 - Ratify Auditors: Vote to approve Deloitte & Touche LLP as the company's independent accounting firm for 2026.

👥 Who Runs the Company (The Board)

The Board currently has 7 members. They are divided into three classes with staggered 3-year terms.

Management Directors: Paul Badawi (CEO), David Badawi, M.D. (his brother).
Independent Directors: Gerhard Burbach, Staffan Encrantz (Board Chair), Tamara Fountain, M.D., Catherine Mazzacco, Donald Zurbay.
Board Leadership: The Chair (Staffan Encrantz) and CEO (Paul Badawi) are separate people, a structure meant to ensure independent oversight.

The company provides a detailed "skills matrix" showing the Board's expertise in areas like finance, healthcare, R&D, and risk management. Five of the seven directors have experience on other public company boards.

💰 Executive Pay & Performance

This section details how the top executives are paid, which is tied heavily to company goals.

Named Executives (2025): Paul Badawi (CEO), Alison Bauerlein (COO), Jeremy Hayden (CLO), and Matthew Link (former CCO).
Compensation Philosophy: Aims to be competitive, with pay-for-performance. Base salary and bonus targets were historically set around the 50th percentile of peer companies.
2025 Challenges: The company faced major headwinds from Medicare reimbursement changes (the "Multiple MIGS Exclusion") which reduced use of its glaucoma device. This hurt revenue and made it harder to hit performance goals.
2025 Pay Outcomes: Due to these challenges, cash bonuses were reduced. Equity grants were also smaller than they might have been, as the company voluntarily capped its "burn rate" (how many new shares it issues for compensation) at 6% to limit dilution for shareholders.
2026 Changes: A new compensation philosophy sets pay based on a holistic view, not a fixed percentile. For the first time, some executives will get Performance-based Restricted Stock Units (PRSUs) that only vest if specific revenue goals are met.

🏥 Business Update & Challenges

While this isn't an earnings report, the filing gives crucial context on the company's situation.

Two Main Businesses:
1. Interventional Glaucoma: Sells the OMNI® and SION® surgical devices.
2. Interventional Dry Eye: Sells the TearCare® system.
Key Risk - Reimbursement: A major ongoing challenge is securing and maintaining insurance/Medicare coverage (reimbursement) for its procedures, especially for TearCare. A 2024 Medicare decision (Multiple MIGS Exclusion) negatively impacted 2025 sales.
Strategy: Focus is on growing "Standalone" glaucoma procedures (not done with cataract surgery) and expanding TearCare reimbursement.

🧠 The Analogy

This proxy statement is like a restaurant menu and owner's meeting notice rolled into one. The menu (the proxy) lists the dishes (director candidates, auditor) for you to choose from. The meeting is where all the restaurant's owners gather to place their orders (vote) and hear from the head chef (CEO) about the kitchen's (company's) challenges, like rising ingredient costs (reimbursement issues) and new competitors.

🧩 Final Takeaway

Shareholders are being asked to renew the Board's lineup and approve the company's accountant amid ongoing business challenges with Medicare reimbursement. The core task is simple: Vote to keep the current leadership direction intact as the company works to navigate market headwinds and grow its two medical device businesses.

Sight Sciences, Inc. — DEF 14A Filing