Robert J. Palmisano
About Robert J. Palmisano
Independent director (Class III) of RxSight (RXST) since August 2021; age 80; Chair of the Compensation Committee. Former multi-time medtech CEO (Wright Medical, ev3, IntraLase, Summit Technology, MacroChem). B.A. in Political Science, Providence College. Term expires at the 2027 annual meeting. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Wright Medical Group N.V. | President & CEO; Executive Director | Oct 2015–Nov 2020 (acquired by Stryker) | Led through merger integration and sale to Stryker |
| Wright Medical Group, Inc. | President & CEO | Sep 2011–Oct 2015 | Growth and subsequent N.V. merger |
| ev3 Inc. | President & CEO | Apr 2008–Jul 2010 (acquired by Covidien) | Led to strategic sale |
| IntraLase Corp. | President & CEO | Apr 2003–Apr 2007 (acquired by AMO) | Built ophthalmic laser platform to exit |
| MacroChem Corporation | President & CEO | Apr 2001–Apr 2003 | Public small-cap leadership |
| Summit Technology, Inc. | President & CEO | Prior to acquisition by Alcon | Laser vision surgery pioneer |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Priveterra Acquisition Corp. (NASDAQ: PMGMU) | Chairman of the Board | Dec 2020–present | Active SPAC chair |
| Providence College | Board of Trustees, Emeritus | — | Academic governance role |
| Prior public boards | Chair/Director | Various | Avedro (acquired by Glaukos); ev3; Osteotech (acquired by Medtronic); Abbott Medical Optics (acquired by J&J); Bausch & Lomb (private) |
Board Governance
- Committee assignments: Chair, Compensation Committee; members include J. Andy Corley and Robert Warner. Committee held 5 meetings in 2024.
- Other Board committees: Audit (Andrews-chair; Bakker; Fountain) – 5 meetings in 2024; Governance (Warner-chair; Corley; Bakker; Maniar) – 4 meetings in 2024.
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Independence: Board determined Palmisano is independent; 7 of 9 directors independent. Separation of Chair and CEO roles (Corley is non-exec Chair).
- Compensation Committee interlocks: None; no insider participation.
Fixed Compensation
| Component (2024 policy) | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee) | $50,000 | Increased from $45,000 effective Jan 1, 2024 |
| Board Chair additional retainer | $50,000 | Applies to non-executive chair |
| Lead Director retainer | $30,000 | If applicable |
| Audit Chair / Member | $10,000 / $10,000 | Annual fees |
| Compensation Chair / Member | $7,500 / $7,500 | Annual fees |
| Governance Chair / Member | $5,000 / $5,000 | Annual fees |
| Extra meeting fee | $1,500 | Per meeting above 8 per year |
| Palmisano – 2024 Director Pay | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts reported | 65,000 | 149,945 | 214,945 |
| Details | Compensation Chair fee and Board retainer included | Time-based RSUs (2024 annual grant) | Sum of components |
| Source |
- Director pay cap: $500,000 per fiscal year; $1,000,000 in first year of service.
Performance Compensation
| Director Equity Structure | Value | Vesting | Triggers |
|---|---|---|---|
| Annual RSU grant (standard) | $150,000 for 2024; increased to $170,000 effective Dec 19, 2024 | Vests in full by next annual meeting or 1-year anniversary, whichever earlier | Full acceleration on change in control; full acceleration on death/disability |
| Initial RSU grant (for new directors) | $217,500; increased to $277,500 effective Dec 19, 2024 | 1/3 each anniversary over 3 years | Same acceleration as above |
- No performance-conditioned director equity; awards are time-based RSUs (no revenue/TSR metrics for directors).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Priveterra Acquisition Corp. (Chairman) |
| Prior public boards | Avedro; ev3; Osteotech; Abbott Medical Optics; Bausch & Lomb (private) |
| Interlocks | None disclosed; Compensation Committee confirmed no interlocks/insider participation in 2024. |
Expertise & Qualifications
- Extensive medtech leadership (multiple CEO roles) and M&A execution through several strategic exits; strong compensation oversight credentials as current Compensation Committee Chair.
- Board’s skills matrix identifies broad executive leadership, governance, capital management, M&A, and ophthalmology/medtech experience across directors (Palmisano included).
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Components | % of Outstanding | Notes |
|---|---|---|---|---|
| Robert J. Palmisano | 30,287 | 27,733 common; 2,554 RSUs vesting within 60 days of Apr 8, 2025 | <1% | As of Apr 8, 2025; RSUs reported as vesting within 60 days |
| Shares pledged as collateral | Not disclosed | — | — | No pledging disclosed; company policy prohibits pledging and hedging |
| Director ownership guidelines | 3x annual cash retainer | $50,000 retainer ⇒ $150,000 guideline | Compliance timing: later of Jan 1, 2028 or 5 years from appointment fiscal year end | Applies to all non-employee directors |
Governance Assessment
- Strengths
- Independent director with deep medtech operating track record; Chairs Comp Committee; Board majority independent and separates Chair/CEO roles, supporting oversight.
- Clear, transparent outside director pay policy; mix skews to equity (2024: ~$150k RSUs vs $65k cash for Palmisano), aligning incentives with shareholders.
- Ownership alignment via stock ownership guidelines and prohibition on hedging/pledging; standard indemnification in place.
- Shareholder support signal: Say‑on‑Pay approval ~95.3% in 2024, indicating broad investor comfort with compensation governance.
- Watch items
- Classified board may slow shareholder-driven changes in control; director equity fully accelerates on change-in-control (common but investor-sensitive).
- Age/tenure planning: Palmisano is 80; succession and refreshment oversight should remain active.
- No specific director-level performance metrics; all director equity is time-based (typical, but some investors prefer performance-conditioned equity).
- Conflicts/related parties
- No related-party transactions disclosed for Palmisano; Audit Committee reviews and approved a related-party arrangement involving another director (Dr. Link) and Praxis; Board expressly reaffirmed Palmisano’s independence.
Overall read-through: Palmisano is a seasoned operator with directly relevant ophthalmic/medtech expertise and chairs a fully independent Compensation Committee that engages an independent advisor (Aon) with no conflicts, a positive governance signal for pay oversight. Director pay is modest and equity-heavy, with robust ownership/insider trading policies, and investors recently signaled support via a strong Say‑on‑Pay outcome.