Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 29, 2021 the board of directors (the "Board") of RxSight, Inc. (the
"Company") increased the number of its authorized directors from seven to nine,
and appointed Shweta Singh Maniar and Tamara Fountain, M.D. to fill the two
newly created openings on the Board, effective December 31, 2021 and January 1,
2022, respectively. Ms. Maniar will serve on the Corporate Governance and
Nominating Committee of the Board (the "Nominating Committee"), and Dr. Fountain
will serve on the Audit Committee of the Board (the "Audit Committee").
Ms. Maniar, age 38, has served as Global Leader, Healthcare & Life Sciences
Solutions, Google Cloud - BioPharma 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, from November 2013 to June 2018, she 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, Ms. Maniar 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 SeaSpine Holdings Corporation and is a member of the
Compensation Committee. Ms. Maniar holds a B.A. in Economics from the University
of California, San Diego.
Dr. Fountain, age 59, is a practicing ophthalmologist, having maintained a
private practice, Ophthalmology Partners, Ltd., on Chicago's North Shore since
December 2000. Dr. Fountain served as the 2021 President of the American Academy
of Ophthalmology, the world's largest association of eye physicians and
surgeons, and was named to the board of directors of the American Board of
Ophthalmology in January 2022. She has served on faculty at Rush University
Medical Center in Chicago since May 1998 where she is a professor of
ophthalmology and section chair emeritus of ophthalmic plastic and
reconstructive surgery. Dr. Fountain was chair for Alumni Fund Giving at Harvard
Medical School from January 2016 to June 2019 and served as President of the
American Society of Ophthalmic Plastic and Reconstructive Surgery in 2018. She
served 15 years on the board of directors of Ophthalmic Mutual Insurance Company
(OMIC), the largest professional liability insurer of ophthalmologists in the
United States by market share. At the end of her term, Dr. Fountain was elected
OMIC's first woman chair of the Board and chair of the audit committee, serving
from January 2014 to December 2015. She was President of the Illinois Society of
Eye Physicians and Surgeons from January 2002 to December 2005. Dr. Fountain
received her B.A. in Human Biology from Stanford University in 1984, her M.D.
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.
As a non-employee director, Ms. Maniar will be entitled to receive
nondiscretionary, automatic grants of restricted stock units and standard annual
cash retainers for membership on the Board and the respective committees under
the Company's Outside Director Compensation Policy, as follows: an annual cash
retainer of $45,000 for service on the Board; an annual cash retainer of $5,000
for service on the Nominating Committee; an initial award of restricted stock
units covering a number of shares of the Company's common stock ("RSUs") having
a grant date fair value as determined in accordance with U.S. generally accepted
accounting principles ("Value") of $217,500, which award was granted on January
3, 2022, the first trading date on or following December 31, 2021, and will vest
on an annual basis ratably over three years (subject to Ms. Maniar remaining a
non-employee director through the applicable vesting date); and an annual award
of RSUs having a Value of $145,000 (provided that the annual award granted to
Ms. Maniar in 2022 will be prorated based on the number of full months between
December 31, 2021 and the date of the annual meeting of the Company's
stockholders for 2022), which award will be granted on the first trading date
immediately following the annual meeting of the Company's stockholders for 2022
and will vest in full on the earlier of the one-year anniversary of the grant
date or the date of the annual meeting of the Company's stockholders next
following the grant date (subject to Ms. Maniar remaining a non-employee
director through the applicable vesting date).
Dr. Fountain will receive no compensation under the Company's Outside Director
Compensation Policy, or any other compensation from the Company, during the year
ending December 31, 2022, in compliance with the policies and procedures of the
American Academy of Ophthalmology, and there are no separate arrangements
between Dr. Fountain and the Company pertaining to compensation for her service
on the Board or any committee thereof.
The Company also entered into indemnification agreements with each of Ms. Maniar
and Dr. Fountain in the same form as its standard form of indemnification
agreement with its other directors.
There are no family relationships between either Ms. Maniar or Dr. Fountain, on
the one hand, and any director or executive officer of the Company, on the other
hand, and neither was not selected by the Board to serve as a director pursuant
to any arrangement or understanding with any person. Neither Ms. Maniar nor Dr.
Fountain has engaged in any transaction that would be reportable as a related
party transaction under Item 404(a) of Regulation S-K.
On January 4, 2022, the Company issued a press release announcing the
appointments of Dr. Fountain and Ms. Maniar as directors. The press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Updates to Outside Director Compensation Policy
On December 8, 2021, the Board approved certain updates to the Company's Outside
Director Compensation Policy, including an
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increase in the annual cash retainer for each non-employee director from $40,000
to $45,000, an increase in the initial award of RSUs granted to each
non-employee director from a Value of $125,000 to a Value of $217,500, and an
increase in the annual award of RSUs granted to each non-employee director from
a Value of $125,000 to a Value of $145,000.
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Item 9.01 Financial Statements and Exhibits.
Exhibit Description
number
99.1 Press Release dated January 4, 2022.
104 Cover Page Interactive Data File (embedded within the inline XBRL
document).
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