Robert Warner
About Robert Warner
Robert Warner (age 58) is an independent director of RxSight, Inc., serving since 2021; he chairs the Corporate Governance & Nominating Committee and is a member of the Compensation Committee. He previously led Alcon’s Vision Care Franchise as President & GM (2015–2018) after senior regional leadership roles (U.S./Canada; Canada/LatAm) and earlier positions at Alcon (2005–2010); he holds a B.S. in Chemistry (Pace University) and an MBA (Rutgers) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcon Laboratories (NYSE: ALC) | President & GM, Vision Care Franchise | Aug 2015–Feb 2018 | Member of Alcon Executive Leadership Team; led ownership transition from Nestlé to Novartis . |
| Alcon | President, U.S. & Canada | Jan 2012–Jul 2015 | Regional P&L leadership . |
| Alcon | President, Canada & Latin America | Nov 2010–Jan 2012 | Regional leadership . |
| Alcon | Increasing leadership roles | Jan 2005–Oct 2010 | Senior operating roles prior to regional presidencies . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| EyeYon Medical (private) | Chairman, Board | Current | Private medtech board leadership . |
| i Lumen Scientific (private) | Director | Current | Private medtech board . |
| Inari Medical (NASDAQ: NARI) | Director; Audit Committee member | Until Jan 2025 (acquired by Stryker) | Public board and audit committee experience . |
| GRACE (nonprofit) | Board member | Current | Community nonprofit involvement . |
Board Governance
| Topic | Disclosure |
|---|---|
| Independence | Board determined Warner is independent under Nasdaq rules . |
| RXST Committees | Governance Committee (Chair); Compensation Committee (Member) . |
| Committee scopes | Governance: board composition, governance practices, performance evaluations . Compensation: oversees exec/director pay, equity plans, administers Compensation Recovery (clawback) Policy . |
| Meetings in 2024 | Board: 5 meetings; each director attended at least 75% of Board and committee meetings served . |
| Committee meeting cadence (2024) | Compensation Committee: 5 meetings ; Governance Committee: 4 meetings . |
| Interlocks | No compensation committee interlocks or insider participation disclosed for 2024 . |
Fixed Compensation
| Year | Cash Retainer and Fees (USD) | Notes |
|---|---|---|
| 2024 | 67,500 | Warner’s cash compensation comprised Board retainer and committee fees per policy (Board: $50,000; Comp member: $7,500; Governance chair/member: $5,000/$5,000) . |
- Outside Director Cash Policy (effective Jan 1, 2024): Board member $50,000; Non-exec Chair $50,000; Lead director $30,000; Audit chair $10,000; Audit member $10,000; Compensation chair $7,500; Compensation member $7,500; Governance chair $5,000; Governance member $5,000; $1,500 per meeting beyond 8 per year .
Performance Compensation
| Year | Equity Awards (USD) | Instrument | Vesting | Notes |
|---|---|---|---|---|
| 2024 | 149,945 | Time-based RSUs | Annual grant vests fully by next Annual Meeting or 1-year; Initial RSUs vest 1/3 annually over 3 years | Director equity under 2021 Plan; change in control: full vest; death/disability: full vest . |
- Policy changes: Annual RSU grant value increased from $150,000 to $170,000 effective Dec 19, 2024; initial RSU grant value increased from $217,500 to $277,500; “value” per GAAP fair value methodology .
- No director performance-vesting metrics are used; awards are time-based RSUs under the Outside Director Compensation Policy .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Interlock/Conflict Notes |
|---|---|---|---|
| Inari Medical (until 2025 acquisition) | Public | Director; Audit Committee | No RXST interlocks disclosed; comp committee interlocks expressly denied . |
| EyeYon Medical; i Lumen Scientific | Private | Board roles | No RXST related-party transactions disclosed involving Warner . |
Expertise & Qualifications
- Medical device operating leadership with global commercialization experience; executive leadership and governance expertise relevant to ophthalmology and medtech .
- Public company audit committee experience at Inari Medical; complements RXST governance oversight .
Equity Ownership
| Holder | Direct/Common Shares | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding | Basis/Notes |
|---|---|---|---|---|---|
| Robert Warner | 27,733 | 2,554 | 30,287 | <1% of 40,620,239 shares | SEC beneficial ownership table methodology; options not listed for Warner . |
- Director Stock Ownership Guidelines: Minimum holding equal to 3x annual cash retainer; compliance deadline is the later of Jan 1, 2028 or the fiscal year including the 5th anniversary of appointment (for Warner, later date is Jan 1, 2028). If below guideline, must retain 50% of net shares from equity awards until met .
- Hedging/Pledging: Insider Trading Policy applies to directors; policy prohibits hedging and pledging of company securities, supporting alignment with shareholders .
Governance Assessment
-
Strengths
- Independent director with deep ophthalmic medtech operating background; chairs Governance Committee, which oversees board composition, practices, and evaluations—key for board effectiveness .
- Clear independence determination; no related-party transactions involving Warner disclosed; Audit Committee reviews related-party matters .
- Attendance threshold met (≥75%); active committee cadence (Comp: 5; Gov: 4), indicating engagement .
- Director pay structure balanced: modest cash plus time-based RSUs; change-in-control and death/disability vesting are standard for non-employee directors; annual RSU increased for 2025 to maintain competitiveness .
- Enterprise-wide clawback administration by the Compensation Committee; robust insider trading and ethics policies .
-
Watch items / potential red flags
- Director equity fully vests upon change-in-control (single-trigger for directors), a common but shareholder-sensitive feature; however, it is limited to directors and aligns with market practice .
- Multiple external medtech board roles heighten the need for routine conflict screening; no Warner-related transactions disclosed in 2024, and committees are charged with monitoring conflicts .
-
Shareholder sentiment context
- Say-on-Pay approval was ~95.3% at the June 6, 2024 meeting, signaling general investor support for compensation governance during the period Warner served on the Compensation Committee .