Sight Sciences : SGHT Proxy - Apr'24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
• Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material under §240.14a-12

Sight Sciences, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

• No fee required
• Fee paid previously with preliminary materials
• 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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NOTICE & PROXY STATEMENT

2024 Annual Meeting of Stockholders

Thursday, June 6, 2024 9:00 a.m. Pacific Time

SIGHT SCIENCES, INC.

4040 CAMPBELL AVE, SUITE 100 MENLO PARK, CA 94025

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April 26, 2024

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Sight Sciences, Inc. at 9:00 a.m. Pacific Time, on Thursday, June 6, 2024. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/SGHT2024.

The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section of this Proxy Statement titled "Who may attend the Annual Meeting?" for more information about how to attend the Annual Meeting online.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. We encourage you to read this Proxy Statement and promptly submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section of this Proxy Statement titled "Questions and Answers About the 2024 Annual Meeting of Stockholders," or, if you requested to receive printed proxy materials, your printed proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

/s/ Paul Badawi

Paul Badawi

President and Chief Executive Officer

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SIGHT SCIENCES, INC.

4040 Campbell Ave, Suite 100

Menlo Park, CA 94025

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD THURSDAY, JUNE 6, 2024

To Our Stockholders:

We are pleased to invite you to virtually attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Sight Sciences, Inc., a Delaware corporation (the "Company," "our," or "us"), which will be held at 9:00 a.m. Pacific Time on Thursday, June 6, 2024. The Annual Meeting will be held virtually via live webcast. You will be able to attend the Annual Meeting online, submit your questions and vote your shares during the meeting by visiting www.virtualshareholdermeeting.com/SGHT2024 and entering your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

• 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;
• To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
• To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.

Holders of record of our common stock as of the close of business on April 9, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting by sending an email to Jeremy Hayden, Chief Legal Officer, at [e-mail], stating the purpose of the request and providing proof of ownership of our common stock. The list of these stockholders will also be available on your screen during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further proxy solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors

/s/ Paul Badawi

Paul Badawi

President and Chief Executive Officer

Menlo Park, California

April 26, 2024

Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: April 26, 2024

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	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	i
PROXY STATEMENT	1
	Proposals	1
	Recommendations of the Board	2
	Information About this Proxy Statement	2
QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS	3
	PROPOSALS TO BE VOTED UPON	7
	Proposal 1: Election of Directors	7
	Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	11
REPORT OF THE AUDIT COMMITTEE	12
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS	13
EXECUTIVE OFFICERS	14
	CORPORATE GOVERNANCE	15
	General	15
	Board Composition	15
	Director Independence	15
	Family Relationships and Other Relationships	15
	Board Diversity Matrix	16
	Executive Sessions	16
	Director Candidates	16
	Stockholder Recommendation of Director Candidates	17
	Communications from Stockholders	17
	Board Leadership Structure	18
	Board Role in Risk Oversight	18
	Code of Business Conduct and Ethics and Corporate Governance Guidelines	18
	Anti-Hedging and Anti-Pledging Policy	19
	Attendance by Directors at Meetings	19
COMMITTEES OF THE BOARD	20
	Audit Committee	20
	Compensation Committee	21
	Nominating and Corporate Governance Committee	22
	Commercial Strategy Committee	22
	EXECUTIVE COMPENSATION	23
	Business Overview	23
	Named Executive Officers	23
	Compensation Philosophy and Objectives	23
	Compensation Consultant	24
	Peer Group	25
	Governance Practices and Policies	25
	Elements of our Executive Compensation Program	26
	Other Compensation Policies and Practices	32
	Accounting Considerations	33
	2023 Summary Compensation Table	33
	Outstanding Equity Awards at 2023 Fiscal Year-End	34
	DIRECTOR COMPENSATION	35
	2023 Director Compensation Table	36
	Equity Awards Held by Directors	36
EQUITY COMPENSATION PLAN INFORMATION	37
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	38
CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS	40

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	SOLICITATION OF PROXIES	41
STOCKHOLDER PROPOSALS	41
	DELINQUENT SECTION 16(a) REPORTS	42
ANNUAL REPORT ON FORM 10-K	43
	OTHER MATTERS	43

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, results of operations, business outcomes, governance decisions, executive compensation, or other future events. You can identify forward-looking statements by the use of words such as "may," "will," "could," "anticipate," "expect," "intend," "believe," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in Item 1A, "Risk Factors," and elsewhere, in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report"), as well as the other reports we file with the Securities and Exchange Commission (the "SEC") from time to time. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed in or implied by the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

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SIGHT SCIENCES, INC.

4040 Campbell Avenue, Suite 100

Menlo Park, CA 94025

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of Sight Sciences, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held at 9:00 a.m. Pacific Time, on Thursday, June 6, 2024 (the "Annual Meeting"), and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SGHT2024 and entering your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

Holders of record of our common stock as of the close of business on April 9, 2024 (the "Record Date") will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment of the Annual Meeting, and will vote together as a single class on all matters presented at the meeting. Each share of our common stock entitles its holders to one vote per share on each matter presented to our stockholders. As of the Record Date, there were 49,745,926 shares of common stock outstanding and entitled to vote at the Annual Meeting.

This Proxy Statement and the 2023 Annual Report will be made available on or about April 26, 2024 to our stockholders on the Record Date.

In this Proxy Statement, "Sight," "Sight Sciences," "Company," "we," "us," and "our" refer to Sight Sciences, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 6, 2024

This Proxy Statement and the 2023 Annual Report are available at http://www.proxyvote.com

Proposals

At the Annual Meeting, our stockholders will be asked:

• 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;
• To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
• To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.

We are not aware of any other business that will be presented for consideration at the Annual Meeting other than the matters described herein. If, however, other matters are properly presented at the Annual Meeting, the persons named as proxies on the Company's proxy card will vote your shares in accordance with their discretion with respect to those matters.

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Recommendations of the Board

The Board recommends that you vote your shares as indicated below. If you vote your shares by telephone or Internet, or return a properly completed proxy card, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board recommends that you vote:

• "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
• "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.

If any other matter is presented to our stockholders at the Annual Meeting, the proxies named on the Company's proxy card will vote thereon in their discretion. The Board is not aware of any matters to be presented for action at the Annual Meeting other than the matters referred to above and does not currently intend to bring any other matters before the Annual Meeting.

Information About This Proxy Statement

Why You Received this Proxy Statement. You are viewing or have received these proxy materials because our Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, Sight Sciences is making this Proxy Statement and the 2023 Annual Report available to its stockholders electronically via the Internet. On or about April 26, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the "Internet Notice") containing instructions on how to access this Proxy Statement and the 2023 Annual Report and vote by telephone or Internet. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in this Proxy Statement and the 2023 Annual Report. The Internet Notice also instructs you on how you may submit your proxy by telephone or over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC's rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. ("Broadridge") by telephone at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above telephone number or address.

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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

Why have we elected to hold a virtual meeting?

We believe hosting a virtual annual meeting encourages increased stockholder attendance and participation because stockholders can participate from any location around the world. A virtual meeting format also reduces the costs to the Company associated with holding the Annual Meeting, as well as the cost to our stockholders of attending the meeting. You will be able to attend the Annual Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/SGHT2024. You also will be able to vote your shares electronically at the Annual Meeting by following the instructions below.

Who may attend the Annual Meeting?

You may attend and participate in the Annual Meeting online only if you are a Sight Sciences stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. You may attend and

participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/SGHT2024. To attend and participate in the Annual Meeting, 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. If your shares are held in "street name," you should contact your bank or brokerage firm to obtain your 16-digit control number or otherwise vote through your bank or brokerage firm. If you lose your 16-digit control number, you may join the Annual Meeting as a "Guest", but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

The Annual Meeting webcast will begin promptly at 9:00 a.m. Pacific Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting online or by proxy of the holders of a majority of the voting power of all of the shares of our common stock issued and outstanding and entitled to vote as of the close of business on the Record Date will constitute a quorum. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is April 9, 2024. You are entitled to vote at the Annual Meeting only if you were a "record holder" at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of our common stock is entitled to one vote for each matter before the Annual Meeting. At the close of business on the Record Date, there were 49,745,926 shares of common stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between being a "record holder" and holding shares in "street name"?

A record holder holds shares in his or her name with our transfer agent. As a record holder, you may vote at the Annual Meeting or by proxy. If you are a record holder and you indicate when voting that you wish to vote as recommended by our Board, or if you submit a vote by proxy without giving specific voting instructions, then the proxies named on the Company's proxy card will vote your shares as recommended by our Board on all matters described in this Proxy Statement. Paul Badawi and Alison Bauerlein, the designated proxies, are members of our management.

If, on the Record Date, your shares were held in an account at a bank or brokerage firm, then you are the "beneficial owner" of those shares held in "street name" and these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of the proxy materials. The nominee holding your account is considered the record holder for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares online at the Annual Meeting unless you obtain a legal proxy from your bank or brokerage firm.

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