RxSight, Inc.
For the period ended Apr 27, 2026. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 27, 2026 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
(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
To the Stockholders of RxSight, Inc:
I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of RxSight, Inc., a Delaware corporation (“RxSight” or the “Company”), which will be held virtually on Tuesday, June 16, 2026 at 8:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual format via live webcast this year which affords the same rights and opportunities as participating at an in-person meeting. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/RXST, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation and provides cost savings for our stockholders and the Company.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting. Stockholders of record as of the close of business on April 21, 2026 may access the proxy materials or request that a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. The Notice of Internet Availability also explains how you may request that we send future proxy materials to you in printed form by mail. Your election to receive proxy materials in printed form by mail will remain in effect until you terminate it.
Whether or not you virtually attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the proxy card that you requested per the instructions in the Notice of Internet Availability. If you decide to virtually attend the Annual Meeting, you will be able to change your vote, revoke your proxy or vote electronically at the Annual Meeting.
On behalf of the Company’s Board of Directors, we would like to thank you for your continued support of and interest in RxSight and look forward to receiving your proxy.
| Sincerely, | |
|---|---|
| J. Andy CorleyChairman of the Board of Directors | Ron Kurtz, M.D.President, Chief Executive Officer and Director |
100 Columbia
Aliso Viejo, CA 92656
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | Tuesday, June 16, 2026 at 8:00 a.m. Pacific Time. |
|---|---|
| Place | The Annual Meeting will be a completely virtual meeting of stockholders, to be conducted via live webcast. You will be able to attend the Annual Meeting virtually, submit questions and vote online during the meeting by visiting www.proxydocs.com/RXST. |
| Items of Business | •To elect three Class II directors, William J. Link, Ph.D., Robert Warner and Shweta Singh Maniar, to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified. |
| •To approve, on an advisory basis, the compensation of the named executive officers identified in the 2025 Summary Compensation Table in the “Executive Compensation” section of the proxy statement (the “Say-on-Pay Vote”). | |
| •To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. | |
| •To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
| Record Date | April 21, 2026 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. |
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the Notice of Internet Availability and the proxy statement. Returning the proxy does not deprive you of your right to attend the Annual Meeting virtually and to change your vote, revoke your proxy or vote electronically at the Annual Meeting. The proxy statement explains proxy voting and the matters to be voted on in more detail.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Tuesday, June 16, 2026. Our proxy statement and Annual Report to Stockholders are being made available on or about April 28, 2026 on our investor relations website at https://investors.rxsight.com/financial-information/sec-filings. We are providing access to our proxy materials over the Internet under the rules adopted by the Securities and Exchange Commission (the “SEC”).
The Notice of Internet Availability containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy card and our annual report, is first being sent or given on or about April 28, 2026 to all stockholders entitled to vote at the Annual Meeting.
| By Order of the Board of Directors | |
| Aliso Viejo, CaliforniaApril 28, 2026 | Ron Kurtz, M.D.President, Chief Executive Officer and Director |
|---|
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TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 3 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 10 |
| Board Composition | 10 |
| Director Nominees | 11 |
| Continuing Directors | 11 |
| Director Independence | 13 |
| Board Leadership Structure | 14 |
| Role of the Board in Risk Oversight | 14 |
| Committees of our Board of Directors | 15 |
| Attendance at Board and Stockholder Meetings | 16 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Considerations in Evaluating Director Nominees | 17 |
| Skills and Qualifications of Our Director Nominees | 17 |
| Stockholder Recommendations for Nominations to the Board of Directors | 17 |
| Communications with the Board of Directors | 18 |
| Insider Trading Policy | 18 |
| Code of Business Conduct and Ethics | 18 |
| Outside Director Compensation Policy | 18 |
| Director Compensation | 20 |
| Stock Ownership Guidelines for Non-Employee Directors | 20 |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS | 21 |
| Nominees | 21 |
| Vote Required | 21 |
| PROPOSAL NO. 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 22 |
| Compensation Program and Philosophy | 22 |
| Vote Required | 22 |
| PROPOSAL NO. 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| Fees Paid to the Independent Registered Public Accounting Firm | 23 |
| Auditor Independence | 24 |
| Audit Committee Policy on Pre-Approval of Audit, Audit Related and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 24 |
| Vote Required | 24 |
| AUDIT COMMITTEE REPORT | 25 |
| EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 26 |
| Compensation Discussion and Analysis | 26 |
| Compensation Committee Report | 41 |
| Summary Compensation Table | 41 |
| Grants of Plan-Based Awards in 2025 | 42 |
| Outstanding Equity Awards at Fiscal Year-End | 43 |
| Option Exercises During Fiscal Year | 44 |
|---|---|
| Employment Arrangements With Our Named Executive Officers | 44 |
| Potential Payments upon Termination or Change in Control | 45 |
| Equity Compensation Plan Information | 46 |
| CEO PAY RATIO DISCLOSURE | 47 |
| PAY VERSUS PERFORMANCE | 47 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 52 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 54 |
| Related Party Transactions | 54 |
| Indemnification Agreements | 54 |
| OTHER MATTERS | 54 |
| Delinquent Section 16(a) Reports | 55 |
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Virtually at 8:00 a.m. Pacific Time on Tuesday, June 16, 2026
This proxy statement and the form of proxy card are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the 2026 annual meeting of stockholders of RxSight, Inc. (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Tuesday, June 16, 2026 at 8:00 a.m. Pacific Time virtually via live webcast. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/RXST, where you will be able to listen to the meeting live, submit questions and vote online after entering the control number listed on your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or proxy card.
QUESTIONS AND ANSWERS ABOUT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.