David Badawi, M.D.
About David Badawi, M.D.
David Badawi is co-founder of Sight Sciences and has served as Chief Technology Officer (CTO) and a member of the Board since 2011; he is 55 years old as of the 2025 proxy and holds an M.D. from Georgetown and a B.S. in Microbiology from the University of Maryland, with ophthalmology residency at UCLA’s Jules Stein Eye Institute and a cornea fellowship at Emory University . Since 2012, he has also been president and a practicing ophthalmologist at Central Eye Care Ltd, which informs clinical insight for product development . Company-level incentive designs for executives link cash bonuses 100% to corporate objectives such as revenue, adjusted operating expense, market access, clinical/R&D milestones, and commercial launches, reinforcing pay-for-performance alignment at the firm level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sight Sciences, Inc. | Co-founder; Chief Technology Officer; Director | 2011–present | Technical leadership and ophthalmic expertise; deep knowledge of company/industry cited as qualification for board service |
| Central Eye Care Ltd | President; Practicing ophthalmologist | 2012–present | Ongoing clinical practice provides end-user feedback loop for ophthalmic products |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Central Eye Care Ltd | President; Practicing ophthalmologist | 2012–present | Clinician perspective that supports product development and KOL relationships |
No other public-company directorships for Dr. Badawi are disclosed in the proxies reviewed .
Fixed Compensation
- Dr. Badawi was not a named executive officer (NEO) in 2024; the company did not disclose his salary, target bonus, or actual bonus in the 2025 proxy .
- Dr. Badawi was also not a NEO in 2023; no salary/bonus disclosure for him in the 2024 proxy .
Performance Compensation
| Plan Year | Metric Category | Weighting | Target | Actual | Payout Basis | Notes |
|---|---|---|---|---|---|---|
| Fiscal 2025 | Revenue; Adjusted Operating Expense; Key Market Access Milestones; Key Clinical & R&D Milestones; Key Commercial Launch Milestones | Not disclosed | Not disclosed | Not disclosed | Earned based on specified firm-level milestones | Applies to executive cash incentive design; specific participation for CTO not disclosed |
| Fiscal 2024 | Revenue; Adjusted Operating Expense; Key Reimbursement Milestones; Key Clinical Publications Submitted; Key R&D Milestones | Not disclosed | Not disclosed | Not disclosed | Firm-level milestones for executive cash incentive program | Executive bonuses for senior leaders tied 100% to corporate objectives |
Company indicates senior executive bonuses are 100% tied to corporate objectives; detailed metrics/weights for the CTO individually are not disclosed .
Equity Ownership & Alignment
| Metric | Apr 9, 2024 | Apr 9, 2025 |
|---|---|---|
| Shares Beneficially Owned | 1,960,600 | 2,093,864 |
| Ownership % of Outstanding | 3.9% (out of 49,745,926 shares) | 4.0% (out of 51,695,688 shares) |
- Hedging/pledging: Company prohibits hedging, short sales, margin purchases, and pledging (except pledges made before the IPO); covered persons include directors and officers .
- Stock ownership guidelines: Other executive officers must hold at least 1x annual base salary; directors must hold 5x annual cash retainer; compliance window up to five years from adoption/appointment/election .
- Director equity: Non-employee director RSUs vest on the next AGM/anniversary and accelerate upon change in control; Dr. Badawi does not receive additional director compensation due to being an employee director .
Employment Terms
- Clawback policy: Company will seek recoupment of incentive-based compensation for executive officers in the event of a restatement within three years, even absent misconduct, equal to the excess over restated amounts .
- Hedging/pledging prohibitions apply to all directors/officers and strengthen alignment .
- Severance/change-in-control (company framework for named executives; CTO-specific terms not disclosed): If terminated without cause/resigns for good reason within 12 months post-CIC, CEO receives 24 months base salary and 2x target bonus; CFO/CCO receive 18 months base salary and 1.5x target bonus; COBRA continuation; and 100% acceleration for time-based equity awards; no tax gross-ups .
Board Governance
- Board service: Class III Director; served since 2011; term expires at the 2027 Annual Meeting .
- Independence: Board identifies seven independent directors; Paul and David Badawi are brothers and not independent; the Nominating & Corporate Governance Committee manages independence/conflict risks .
- Committees: Audit (Zurbay chair), Compensation (Rogers chair), Nominating & Corporate Governance (Encrantz chair), Commercial Strategy (Mazzacco chair); Dr. Badawi is not listed on board committees .
- Attendance: Each director attended at least 75% of board/committee meetings in 2023 and 2024 .
Director Compensation
| Program Element | 2024 Program | 2025 Program |
|---|---|---|
| Cash Retainer | $40,000 | $45,000 |
| Initial RSU Grant (on joining) | $240,000 / share price | $240,000 / share price |
| Annual RSU Grant (AGM) | $120,000 / share price | $130,000 / share price |
| Key Committee Chair Fees | Audit $20k; Comp $15k; Nominating $10k; Commercial Strategy $12k | Same |
| Committee Member Fees (non-chair) | Audit $10k; Comp $7.5k; Nominating $5k; Commercial $6k | Same |
| Vesting | Initial RSUs: 3 equal annual tranches; Annual RSUs: vest at next AGM/1-year; accelerate on change-in-control | Same |
Dr. Badawi receives no additional director compensation as an employee director .
Compensation Peer Group (Benchmarking)
- 2024 peer group (19 companies): Apyx Medical, Artivion, Atrion, AxoGen, ClearPoint Neuro, Cutera, CVRx, Harvard Bioscience, iRadimed, Mesa Laboratories, OrthoPediatrics, Outset Medical, Pulmonx, RxSight, Semler Scientific, Si-BONE, Silk Road Medical, TELA Bio, Zynex .
- Target positioning: Historically at 50th percentile for base and target bonus; up to 75th percentile for equity .
- Independent consultant: Compensia engaged; no conflicts identified .
Risk Indicators & Red Flags
- Dual-role and family tie: CTO plus director, and brother of the CEO—heightened independence/related-party sensitivity; board asserts independence for non-employee directors and oversight via Nominating & Corporate Governance Committee .
- Hedging/pledging prohibited: Reduces misalignment/pledging risk .
- Clawback policy: Enhances pay-for-performance accountability .
- Director RSU acceleration at change-in-control: Governance consideration; not applicable to Dr. Badawi’s director compensation (none), but relevant to board program broadly .
Say-on-Pay & Shareholder Feedback
- Specific say-on-pay outcomes and shareholder proposal results were not disclosed in the proxies reviewed; the Compensation Committee emphasizes pay-for-performance and annual program review .
Expertise & Qualifications
- Education: M.D. (Georgetown), B.S. Microbiology (Maryland); Residency at UCLA Jules Stein; Cornea fellowship at Emory .
- Technical/industry: Practicing ophthalmologist and co-founder with deep clinical expertise cited as board qualification .
Work History & Career Trajectory
- Sight Sciences: Co-founder; CTO; Director since 2011 .
- Central Eye Care Ltd: President/practitioner since 2012 .
Compensation Committee Analysis
- Independent composition and advisor (Compensia); peer benchmarking framework; focus on corporate objectives for annual cash incentives; no severance/CIC tax gross-ups; hedging/pledging prohibition; clawback policy .
Investment Implications
- Alignment: A meaningful direct stake (4.0%) indicates skin-in-the-game; hedging/pledging prohibitions and stock ownership guidelines further align incentives .
- Transparency gap: As a non-NEO CTO, cash pay specifics, bonus targets, and equity vesting schedules are not disclosed—limiting direct pay-for-performance assessment for this individual; rely on firm-level metrics used in executive incentive designs .
- Governance: Dual-role and sibling relationship reduce independence; mitigants include a majority-independent board, committee oversight, and formal governance policies (clawback, anti-hedging/pledging) .
- Trading signals/retention risk: Monitor Form 4 filings for insider selling, RSU/option exercises, and potential Section 16 activity; watch corporate milestone cadence (revenue, market access, clinical/R&D, launches) that drive bonus outcomes for executives and could correlate with vesting/selling windows .