J. Andy Corley
About J. Andy Corley
Independent director and non-executive Chairman of the Board at RxSight (since July 2015); director since January 2015. Age 69. Career medical-technology operator and entrepreneur (eyeonics co-founder/CEO; Chiron Vision co-founder; Bausch & Lomb Surgical Division President). B.B.A., Georgia Southern University. Current board committees: Compensation and Corporate Governance & Nominating. Independence: Board-determined independent under Nasdaq rules. Attendance: Each director attended ≥75% of board and committee meetings in 2024; the Board met 5 times in 2024. Separation of Chair/CEO roles maintained.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eyeonics, Inc. | Co‑Founder; Chief Executive Officer; Chairman | 1998–Feb 2008 (sold to Bausch & Lomb) | Led creation and commercialization; exit via sale to B&L |
| Bausch & Lomb (Surgical Division) | President | 2008–2011 | Led post‑acquisition integration and operating leadership |
| Chiron Vision Corp. | Co‑Founder; GM, Refractive Surgery Division | 1987–Dec 1997 | Early LASIK development and commercialization leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neurolenses, Inc. | Chairman of the Board; Director | Since 2012 | Current private-company chair role |
| Flying L Partners | Partner | Since 2016 | Healthcare investment firm partner |
Board Governance
- Board leadership: Non-executive Chair (Corley) and separate CEO (Ron Kurtz); Board intends to maintain separation to strengthen oversight. Independent directors form a majority (7 of 9) after board review.
- Committee assignments (Corley): Compensation Committee member; Corporate Governance & Nominating Committee member. 2024 meetings: Compensation (5), Governance (4). Compensation Committee Interlocks: None reported.
- Board structure: Classified (staggered) board, which “may have the effect of delaying or preventing changes in control.” Corley is a Class I director up for election in 2025, nominated for a term through 2028.
- Attendance: In 2024, each director attended at least 75% of their board and assigned committee meetings; the Board held five meetings.
Fixed Compensation (Director; 2024)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Amended Dec 2023 to $50k starting 2024 |
| Non‑Executive Chair Additional Retainer | $50,000 | Applicable to Corley as Chair |
| Compensation Committee Member Fee | $7,500 | Member retainer |
| Governance Committee Member Fee | $5,000 | Member retainer |
| Total Cash Earned (reported) | $112,500 | As disclosed for Corley in 2024 director comp table |
- Meeting fees: $1,500 per meeting beyond 8 per year (not triggered in 2024). Paid quarterly in arrears.
Performance Compensation (Director; 2024 structure and grants)
| Instrument | 2024 Value (USD) | Key Terms |
|---|---|---|
| Annual RSU Grant | $149,945 | Time‑based RSUs; vest in full on earlier of 1‑year from grant or next annual meeting; value based on GAAP grant‑date fair value methodology; director grants increased to $170,000 effective Dec 19, 2024 for future awards |
| Initial RSU Grant (for new directors) | Policy: $217,500 (2024); increased to $277,500 (effective 12/19/2024) | Vests 1/3 annually over 3 years from start date |
| Change‑in‑Control (non‑employee directors) | — | Outstanding director equity fully vests upon change in control; also full vesting upon death or disability |
- Corley’s 2024 equity compensation reported as stock awards (RSUs) of $149,945; no 2024 option grant to directors disclosed.
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| Neurolenses, Inc. | Private | Chairman; Director | Not disclosed |
| — | — | — | Compensation Committee Interlocks: None reported for Corley in 2024 |
- No current public company directorships for Corley disclosed.
Expertise & Qualifications
- Ophthalmic medical device operating track record (founder/operator roles at eyeonics, Chiron Vision; executive at Bausch & Lomb).
- Board leadership and compensation/governance committee experience at RxSight.
- Education: B.B.A., Georgia Southern University.
Equity Ownership (Alignment)
| Item | Amount | Detail/Date |
|---|---|---|
| Total Beneficial Ownership (shares) | 635,175 | As of April 8, 2025 |
| Ownership % of Outstanding | 1.56% | Based on 40,620,239 shares outstanding |
| Breakdown | 474,141 | Andy Corley Living Trust (7/17/2013) |
| 35,884 | Directly by J. Andy Corley | |
| 7,083 | Corley Foundation (disclaims beneficial ownership except pecuniary interest) | |
| 18,708 | Juana McKay Living Trust (spouse trustee) | |
| Options (exercisable within 60 days) | 96,805 | As of April 8, 2025 |
| RSUs vesting within 60 days | 2,554 | As of April 8, 2025 |
| Stock Ownership Guidelines | 3x annual cash retainer; compliance by Jan 1, 2028 or 5 years from appointment | Applies to all non‑employee directors; 50% net shares retention if below guideline |
| Hedging/Pledging | Prohibited under company policy | Applies to insiders; aligns with governance best practices |
Director Compensation (2024 actuals)
| Component | 2024 Amount (USD) |
|---|---|
| Cash Compensation | $112,500 |
| Stock Awards (RSUs) | $149,945 |
| Options | — (none granted in 2024) |
| Total | $262,445 |
Related-Party Transactions and Conflicts
- No related‑party transactions involving Corley disclosed for 2024. Notable related‑party activity involved payments to Praxis entities related to a trust affiliated with director William J. Link and his son‑in‑law’s company; Link was deemed non‑independent for this reason, not Corley.
- Insider Trading and Code of Ethics policies in place; governance mechanisms include Audit Committee oversight of related‑party transactions.
Say‑on‑Pay & Shareholder Feedback (context for governance quality)
- 2024 Say‑on‑Pay approval approx. 95.3% (excluding abstentions and broker non‑votes), indicating strong investor support for compensation programs.
Governance Assessment
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Positives
- Independent, non‑executive Chair with deep sector expertise; separation of Chair/CEO enhances oversight. Committee service on Compensation and Governance supports board effectiveness.
- Strong ownership alignment: meaningful beneficial ownership (1.56%) plus options; director ownership guidelines in place; hedging/pledging prohibited.
- Transparent, formulaic director pay program with clear cash/equity mix; CI‑C double‑trigger–like protection via full vesting for directors at change in control is disclosed.
- High say‑on‑pay support underscores investor confidence in governance/compensation practices.
-
Watch items
- Classified board can entrench incumbents and slow investor‑driven change; Corley is a long‑tenured Chair (since 2015).
- Director equity grant value increased in Dec 2024 (from $150,000 to $170,000) — aligns with market but should be monitored for pay inflation vs. performance.
-
No RED FLAGS identified specific to Corley (no related‑party transactions, no attendance issues disclosed, no pledging). Related‑party exposure disclosed for another director (Link), with Audit Committee oversight.