Jeremy Hayden
Chief Legal Officer at SGHT
Executive
About Jeremy Hayden
Jeremy Hayden is Chief Legal Officer of Sight Sciences, serving since April 2020; age 55; education: J.D., University of Michigan Law School; A.B. in Politics, Princeton University . He has led legal and regulatory strategy through Medicare LCD uncertainty and a successful Alcon litigation verdict used as a 2024 bonus “kicker” . 2024 corporate performance for bonus purposes was assessed at 120.4% of target, with actual total revenue of $79.9M and adjusted operating expenses of $101.4M, reflecting overachievement on cost control and mixed revenue vs target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endologix, Inc. | General Counsel | Aug 2017–Apr 2020 | Legal leadership at vascular device company during period preceding its July 2020 Chapter 11 filing (background context) |
| Cytori Therapeutics (now Plus Therapeutics) | General Counsel & VP, Business Development | Jul 2015–Aug 2017 | Corporate legal and BD responsibilities at public life sciences company |
| Volcano Corporation | Assistant General Counsel | May 2012–Jul 2015 | Legal role at public medtech firm acquired by Royal Philips in 2015 |
External Roles
No external public company directorships or committee roles are mentioned in Jeremy Hayden’s biography in SGHT’s proxy statements .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $420,000 | $433,000 (3% increase) |
| Target Bonus (%) | 80% of base salary | 50% of base salary |
| Actual Cash Bonus Paid ($) | $404,477 | — |
Notes:
- 2024 bonus payout was 120.4% of target for all NEOs based on corporate objectives .
Performance Compensation
Annual Cash Incentive (2024) – Performance Metrics and Payout
| Metric | Weighting (%) | Target | Actual | Achievement/Payout |
|---|---|---|---|---|
| Total Revenue (Surgical Glaucoma + Dry Eye) | 30% | ≥$85M target; max at ≥$105M; min at ≥$70M (linear interpolation) | $79.9M | 87.2% of target |
| Adjusted Operating Expenses | 30% | ≤$107M target; max at ≤$100M; min at ≤$115M (linear interpolation) | $101.4M | 143.0% of target |
| Market Access (Payor Wins) | 10% | 4+ positive coverage changes target; max 6; min 1 | 3 achieved | 75.0% of target |
| Market Access (Average TearCare Payment) | 10% | Dollar thresholds undisclosed; payout schedule set | Target exceeded | 112.8% of target |
| Clinical: SAHARA 12-Month Submission | 5% | Submit by Mar 31, 2024 target; max Feb 28, 2024; min Dec 31, 2024 | Submitted Feb 2024 | 125% of target |
| Clinical: 36-Month Standalone Study Submission | 5% | Submit by Sep 30, 2024 target; max Aug 31, 2024; min Dec 31, 2024 | Submitted Sep 2024 | 100% of target |
| R&D: Helix – 6-Month Animal Implantation | 5% | Complete by Oct 31, 2024 target; max Sep 30, 2024; min Dec 31, 2024 | Completed Sep 2024 | 125% of target |
| R&D: TearCare Label Expansion | 5% | Label expansion by Dec 31, 2024 | Not met | 0% of target |
| Kicker: OMNI Coverage/Reimbursement | 10% | Continued Medicare coverage via new LCDs etc. | Final LCDs (Nov 2024) confirmed coverage | 100% of target |
| Kicker: Alcon Litigation Outcome | 5% | Trial win or settlement above threshold | Successful verdict exceeded threshold | 100% of target |
Total payout determination for 2024 cash bonuses: 120.4% of target .
Equity Awards (Structure and Grants)
- Committee determined performance-based equity was premature; 2025 awards continue as time-based RSUs, with intent to add performance-based equity in future periods .
- SGHT shifted from options to RSUs; 2024–2025 awards are RSUs only; no options anticipated near term .
| 2024 Aggregate RSU Awards (count) | Vesting |
|---|---|
| Jeremy Hayden: 151,869 RSUs | 16 equal quarterly installments from Mar 31, 2024 through Dec 31, 2027, service-based |
Equity Ownership & Alignment
Beneficial Ownership (as of April 9, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Jeremy Hayden | 285,001 | * (less than 1%) |
Methodology includes options/RSUs vesting within 60 days in the “beneficially owned” count .
Outstanding Equity Awards (12/31/2024)
Option Awards:
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 4/20/2020 | 80,000 | — | 1.96 | 5/10/2030 | 25% at 1-year; then monthly over 36 months |
| 7/28/2020 | 16,000 | — | 1.96 | 7/28/2030 | 25% at 1-year; then monthly over 36 months |
| 5/24/2021 | 62,708 | 7,292 | 10.96 | 5/24/2031 | 48 equal monthly installments from 5/24/2021 |
| 2/8/2022 | 35,145 | 13,055 | 17.52 | 2/8/2032 | 48 equal monthly installments from 1/1/2022 |
| 3/16/2023 | 27,647 | 30,053 | 9.78 | 3/16/2033 | 48 equal monthly installments from 1/1/2023 |
RSU Awards (unvested at FY-end):
| Grant/Type | Unvested RSUs (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|
| Time-based RSUs | 6,000 | $21,840 | 25% each Jan 1 (2023–2026) |
| Time-based RSUs | 33,825 | $123,123 | 25% each Jan 1 (2024–2027) |
| Time-based RSUs (2024 cycle) | 113,902 | $414,603 | 16 equal quarterly installments Jan 1, 2024–Dec 31, 2027 |
Alignment Policies:
- Stock ownership guidelines: Other executive officers required to hold 1× annual base salary; compliance within 5 years of appointment .
- Hedging and pledging prohibited (including margin accounts and derivatives) .
- Clawback policy applies to incentive comp following certain restatements within 3 years; recoupment equals excess over restated result .
- No tax gross-ups on severance or change-in-control benefits .
- No special retirement or deferred compensation plans; executives participate in standard employee benefits .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity Acceleration | Trigger |
|---|---|---|---|---|---|
| Termination without cause / resignation for good reason (no CoC) | 12 months base salary (Hayden) | Prior-year unpaid bonus paid; CEO eligible for prorated current-year bonus (not applicable to Hayden) | Up to 12 months, net of employee contributions | None (standard vesting continues per award terms) | Single trigger (termination) |
| Qualifying termination on/within 12 months of change in control | 18 months base salary (Hayden) | 1.5× target annual bonus (Hayden) | Up to 18 months, net of employee contributions | 100% acceleration of time-based equity awards | Double trigger (CoC + termination) |
Restrictive covenants and execution/non-revocation of separation agreement required for benefits .
Investment Implications
- Cash bonus linked to balanced scorecard (revenue 30%, OpEx 30%, market access 20%, clinical/R&D 20%); 2024 payout at 120.4% indicates strong execution on cost control and regulatory/legal milestones despite revenue below target, supporting management effectiveness in non-revenue levers .
- Equity awards are entirely time-based RSUs; committee has deferred PSUs until business stabilizes, which lowers explicit pay-for-performance in equity mix near term and may modestly increase retention reliance on quarterly vesting cadence through 2027 .
- Multiple overlapping vesting schedules (quarterly RSUs and annual tranches) can create predictable quarter-end and early-January settlement windows, a potential source of routine insider selling to cover taxes, subject to strict insider trading, hedging and pledging prohibitions .
- Change-in-control economics (18 months salary + 1.5× target bonus + full acceleration) create meaningful downside protection and may align management with value-creating M&A scenarios; absence of tax gross-ups is governance-friendly .
- Beneficial ownership for Hayden is <1%, limiting direct “skin-in-the-game” exposure versus CEO; stock ownership guidelines require 1× salary for other executive officers, with mandatory net share retention if below thresholds .
- 2024 achievements include final LCDs confirming OMNI coverage and a favorable Alcon litigation verdict used as bonus “kickers,” reducing reimbursement uncertainty and supporting cash generation via expense discipline—positive for execution risk assessment .