William J. Link
About William J. Link
Independent director status: not independent under Nasdaq due to related-party payments to Praxis; age 79; Class II director since 2016 with term expiring at the 2026 annual meeting; mechanical engineering Ph.D. from Purdue; long-tenured medtech operator and investor (AMO, Chiron Vision; Versant Ventures; Flying L Management) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RxSight | Director; prior Compensation Committee member; prior Audit Committee member | Director since Nov 2016; Comp Comm Nov 2016–Jul 2021; Audit Comm Jul 2021–Feb 2024 | Governance continuity; prior committee oversight |
| Versant Ventures Management LLC | Managing Director & Co‑founder | Since 1999 | Early-stage healthcare investing |
| Flying L Management, LLC | Managing Partner | Since 2017 | Investment leadership |
| Chiron Vision Corp. | Founder, Chairman & CEO | 1986–1997 | Built ophthalmic platform; industry influence |
| American Medical Optics (AMO) | Founder & President (division of American Hospital Supply) | 1978–1985 | Ophthalmic device operations |
| Indiana Univ. School of Medicine | Assistant Professor, Dept. of Surgery | 1973–1976 | Academic credentials |
| Edwards Lifesciences | Director | 2009–2021 | Large-cap board experience |
| Glaukos | Director | 2001–2021 | Ophthalmology sector oversight |
| Inogen; Second Sight; Oyster Point Pharma | Director | Various | Public company governance across medtech/ophthalmology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tarsus Pharmaceuticals (NASDAQ:TARS) | Director | Since Jan 2017 | Ophthalmology pharma; public company board service |
| Lensar, Inc. | Director | Since Nov 2017 | Ophthalmic laser platform |
| Horizon Surgical | Director | Since May 2024 | Surgical portfolio governance |
| Praxis Management, LLC | Director | Since 2022 | Commercial relationship with RxSight (see conflicts) |
| Allegro Ophthalmics; Forsight Vision 6; TearClear; ViaLase; Osanni Bio; EyeDura | Director | Current | Private ophthalmology/medtech boards |
Board Governance
- Committee assignments: currently not listed on Audit, Compensation, or Governance committees; prior service on Compensation (2016–2021) and Audit (2021–Feb 2024) .
- Independence: board determined Dr. Link is not independent under Nasdaq due to payments to Praxis entities where a trust affiliated with him is a significant investor and his son‑in‑law is CEO .
- Attendance: in 2024, the board met 5 times; each director attended at least 75% of board and applicable committee meetings; six directors attended the 2024 annual meeting .
- Board structure: independent chair (J. Andy Corley) separate from CEO; standard three-committee framework with charters; Audit held 5 meetings; Compensation held 5; Governance held 4 in 2024 .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 50,000 policy baseline; actual paid 51,250 | Not disclosed for Link (not on committees in 2024) | None disclosed | 51,250 |
- Outside Director Compensation Policy (as of 2024): $50,000 board member; $50,000 non‑executive chair; $30,000 lead director; Audit chair $10,000 and member $10,000; Compensation chair $7,500 and member $7,500; Governance chair $5,000 and member $5,000; $1,500 per meeting beyond 8 per year; paid quarterly in arrears .
Performance Compensation
| Grant Type | Grant Value ($) | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU Grant | 149,945 | 2024 annual cycle | Vests fully by next annual meeting or 1‑yr from grant | Per policy, annual RSU target increased to $170,000 effective Dec 19, 2024 for future grants; 2024 grants at $150,000 value |
| Outstanding RSUs (12/31/2024) | — | — | — | 2,554 units outstanding for Link |
- Vesting/Change in Control: non‑employee directors fully vest upon change‑in‑control or upon death/disability; initial RSU grant size set at $277,500 effective Dec 19, 2024; annual RSU at $170,000 thereafter .
Director Compensation (2024 actuals)
| Component | Amount ($) |
|---|---|
| Cash Compensation | 51,250 |
| Stock Awards (RSUs, fair value) | 149,945 |
| Options | — |
| Total | 201,195 |
Other Directorships & Interlocks
| Company | Relationship to RxSight | Interlock/Role | Conflict Notes |
|---|---|---|---|
| Praxis Management, LLC (and related entities) | Received rebate/commission payments ($821k) and purchased products ($675k) from RxSight in 2024 | Link is director; trust affiliated with Link is a significant investor; his son‑in‑law is CEO | Related‑party transaction; key factor in non‑independence determination |
| Tarsus Pharmaceuticals (NASDAQ:TARS) | No disclosed transactions | Director | Public company board service |
| Lensar, Inc. | No disclosed transactions | Director | Ophthalmic ecosystem overlap |
Expertise & Qualifications
- Board skills: executive leadership; governance/compliance/risk; capital management; M&A; global commercialization; deep medical technology and ophthalmology domain knowledge (board skills matrix) .
- Education: B.S., M.S., Ph.D. in mechanical engineering from Purdue University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William J. Link, Ph.D. | 48,351 | <1% | As of record date Apr 8, 2025; additional 2,554 RSUs scheduled to vest within 60 days not indicated in separate note here; RSUs outstanding disclosed above |
- Ownership guidelines: directors must hold shares equal to 3x annual cash retainer; compliance deadline is the later of Jan 1, 2028 or five years post‑appointment; retention of 50% of net shares from equity awards if below threshold .
- Hedging/Pledging: insider trading policy applies to directors; prohibition on hedging and pledging of company stock .
Governance Assessment
- Independence and conflicts: Dr. Link is not independent under Nasdaq due to material transactions with Praxis entities tied to his affiliated trust and family; this is a clear related‑party exposure and a governance red flag (mitigated by Audit Committee review policy for >$120k transactions) .
- Committee roles: no current committee membership; prior service on Compensation and Audit suggests governance familiarity, but removal from Audit in Feb 2024 reduces direct oversight of related‑party review in 2024 onward .
- Attendance and engagement: met the ≥75% attendance threshold in 2024; overall board cadence of five meetings indicates regular engagement .
- Compensation alignment: mix is ~25% cash, ~75% equity for 2024 (by disclosed values), with time‑based RSUs; policy increases equity value for directors effective Dec 2024; change‑in‑control full vesting is standard but can be seen as investor‑unfriendly if overused; no meeting fees disclosed for Link; options not part of director comp, limiting risk‑taking incentives .
- Ownership alignment: beneficial ownership <1% and RSU holdings are modest; guidelines require 3x cash retainer by 2028; no pledging permitted; alignment exists but is not sizable relative to float .
- Shareholder sentiment: Say‑on‑Pay support ~95.3% in 2024 suggests broad investor confidence in compensation governance, though this pertains to executives rather than directors .
RED FLAGS
- Not independent under Nasdaq due to related‑party transactions with Praxis; family relationship (son‑in‑law as CEO) intensifies conflict potential .
- Full vesting of director awards upon change‑in‑control may dilute performance linkage; monitor aggregate equity usage vs. policy cap and scenario triggers .
POLICY CONTROLS
- Audit Committee must pre‑approve related‑party transactions >$120k and reviews conflicts; written policy in place since July 1, 2021 .
- Prohibition on hedging/pledging; director stock ownership guidelines to strengthen alignment by 2028 .
SAY‑ON‑PAY & PEER GROUP CONTEXT
- Say‑on‑Pay approval 95.3% (June 6, 2024) .
- Compensation committee uses independent consultant (Aon) and a defined medtech peer set (e.g., Glaukos, Sight Sciences, STAAR Surgical) for competitive benchmarking—supports governance rigor .