Donald Zurbay
Director at SGHT
Board
About Donald Zurbay
Independent director of Sight Sciences (Class III) since July 2020; age 57; B.S. in Business Accounting from the University of Minnesota . Current CEO and director of Patterson Companies, Inc. (Nasdaq: PDCO) since October 2022; previously CFO of Patterson (2018–2022) and Vice President & CFO of St. Jude Medical (2012–2017) after various leadership roles there since 2004 . The Board deems him independent under Nasdaq rules and highlights his accounting depth and public-company leadership; it also notes his external roles have not impaired his director effectiveness at SGHT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patterson Companies (PDCO) | President & CEO; Director | Oct 2022–present | Public company operator with medtech distribution; concurrent service while SGHT director |
| Patterson Companies (PDCO) | Chief Financial Officer | Jun 2018–Oct 2022 | Financial leadership at S&P 400 distributor |
| St. Jude Medical | Vice President & Chief Financial Officer | Aug 2012–Jan 2017 | Senior finance executive in large-cap medtech; prior leadership roles since 2004 |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Silk Road Medical (SILK) | Director | Current | Audit Committee; Compensation Committee member |
| Avedro, Inc. (acquired by Glaukos 2019) | Director | Jul 2017–Nov 2019 | Audit Committee member |
| Patterson Companies (PDCO) | President & CEO; Director | Oct 2022–present | Executive director (insider) at PDCO |
Board Governance
- Board/committee roles at SGHT: Audit Committee Chair; Compensation Committee member; not on Nominating or Commercial Strategy Committees .
- Financial expert: Designated “audit committee financial expert”; meets Nasdaq financial sophistication standard for Audit Committee .
- Independence: Board determined he is independent under Nasdaq rules .
- Attendance and engagement: In 2024 there were six Board meetings; each director attended at least 75% of Board and committee meetings during their service; Audit Committee met 4x, Compensation 5x, Nominating & Governance 4x, Commercial Strategy 4x .
- Executive sessions and leadership: Independent directors meet in regular executive sessions; Board Chair is independent (separate from CEO) per governance policy .
- Election and term: Class III director; re-elected at 2024 annual meeting through the 2027 annual meeting; votes “For/Withheld/Broker non-votes” were 27,133,745 / 3,029,191 / 7,829,139 .
Fixed Compensation
| Component | 2024 Program | 2025 “Current Program” |
|---|---|---|
| Annual cash retainer | $40,000 | $45,000 |
| Annual RSU grant (if ≥6 months service) | $120,000 value (shares = $ value ÷ close) | $130,000 value (same method) |
| Initial RSU grant (new director) | $240,000 value | $240,000 value |
| Committee chair fees | Audit $20,000; Comp $15,000; Nominating $10,000; Commercial Strategy $12,000 | Same schedules |
| Committee member fees | Audit $10,000; Comp $7,500; Nominating $5,000; Commercial Strategy $6,000 | Same schedules |
| Board leadership fees | Chair $37,500; Lead Independent Dir. $25,000 | Chair $40,000; Lead Independent Dir. $25,000 |
Notes: In 2024, Zurbay received $67,500 cash fees and $120,000 in RSUs (total $187,500) under the program .
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned metrics apply to director equity awards. Annual director RSUs vest in one installment at the next annual meeting or first anniversary; initial RSUs vest in three annual tranches; all unvested director RSUs accelerate upon change in control .
Director RSU awards (Form 4 detail):
| Filing Date | Transaction Date | Type | RSUs Granted (Shares) | Post-Transaction Ownership (Shares) | Source |
|---|---|---|---|---|---|
| 2025-06-09 | 2025-06-05 | A (Award) | 30,952 | 165,352 | |
| 2024-06-10 | 2024-06-06 | A (Award) | 17,366 | 117,460 | |
| 2023-06-12 | 2023-06-08 | A (Award) | 15,094 | 74,440 |
Other Directorships & Interlocks
| Company | Relationship to SGHT | Potential Overlap/Conflict |
|---|---|---|
| Patterson Companies (PDCO) – CEO/Director | No disclosed related-party transactions with SGHT | Company’s Related-Person Transactions section discloses policy and does not list transactions involving directors; no Zurbay-related transactions disclosed |
| Silk Road Medical (SILK) – Director | Medtech peer but not identified as related-party | Listed only as external role in SGHT proxy; no SGHT related-party transactions reported |
Expertise & Qualifications
- Public-company CEO/CFO experience (PDCO; St. Jude Medical) and extensive healthcare financial leadership .
- Audit committee financial expert designation at SGHT .
- Medtech board experience (Silk Road Medical; prior Avedro) .
Equity Ownership
Beneficial ownership snapshot (record date April 9, 2025):
- Total beneficial ownership: 133,150 shares; comprised of 27,034 common shares, 17,366 RSUs vesting/settling within 60 days, and 88,750 options exercisable within 60 days; ownership percentage “*” (less than 1%) .
- As of the 2025 Form 4 award (June 5, 2025), post-transaction reported holdings were 165,352 shares (director-level Form 4 reporting) .
- Director stock ownership guidelines require holdings equal to 5x the annual cash retainer; guidelines apply to directors and executives .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging SGHT securities (subject to limited legacy exceptions) .
| Ownership Detail (as of Apr 9, 2025) | Shares |
|---|---|
| Common shares owned | 27,034 |
| RSUs vesting/settling within 60 days | 17,366 |
| Options exercisable within 60 days | 88,750 |
| Total beneficial ownership | 133,150 |
Insider holdings evolution (per Form 4):
| Date | Securities Owned After Transaction |
|---|---|
| 2023-06-08 | 74,440 |
| 2024-06-06 | 117,460 |
| 2025-06-05 | 165,352 |
Governance Assessment
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Strengths:
- Clear independence and deep financial expertise; serves as Audit Chair and designated financial expert, enhancing financial oversight quality .
- Strong attendance norms; Board and committees met regularly in 2024 and each director met at least 75% attendance; independent executive sessions and independent Chair support effective oversight .
- Equity-heavy director pay aligns incentives (2024: $120k RSUs vs. $67.5k cash); 2025 program increases equity retainer to $130k while modestly increasing cash, maintaining alignment .
- Anti-hedging/pledging policy and director ownership guidelines promote alignment and mitigate risk .
-
Watch items / potential conflicts:
- External workload as sitting CEO of PDCO; SGHT’s Board explicitly states his other public-company obligations have not impaired his director attention or effectiveness, but investors often monitor role load over time .
- No related-party transactions involving Zurbay disclosed; Audit Committee has formal related-person transaction controls .
- Director compensation is time-based (no performance metrics), which is standard but provides less direct pay-for-performance linkage at the Board level; however, equity retains value-based alignment .
-
Signals affecting investor confidence:
- Continuity as Audit Chair and financial expert during a period of reimbursement and litigation complexity supports confidence in financial reporting oversight .
- Positive shareholder support in 2024 board election (27.1M “for” vs. 3.0M “withheld”) indicates broad backing from shareholders for his continued service .