Paul Badawi
About Paul Badawi
Paul Badawi, age 50, is Sight Sciences’ co-founder and has served as President, Chief Executive Officer, and Director since 2011. He holds an MBA from UCLA and a B.S. in Biological Sciences from the University of Chicago; prior roles include leading the U.S. healthcare venture capital practice at 3i Group and serving as a Research Fellow at the NIH in biochemical genetics . In 2024, Sight Sciences’ revenue was $79.9 million, down 1% year-over-year, while adjusted operating expenses fell to $101.3 million; management earned a 120.4% payout on the 2024 cash incentive program based on multi-factor targets including revenue, expense control, market access, clinical and R&D milestones, and litigation outcomes . Badawi beneficially owns approximately 12.4% of SGHT (6,561,130 shares, including exercisable options within 60 days), signaling strong alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3i Group (global PE) | Led U.S. healthcare venture capital practice | Pre-2011 | VC leadership experience relevant to medtech growth and capital markets |
| National Institutes of Health | Research Fellow, biochemical genetics | Pre-2011 | Technical/scientific grounding supporting product and clinical strategy |
External Roles
No current external public company directorships or committee roles for Badawi are disclosed beyond SGHT’s board .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | 640,000 | 659,000 (3% increase) |
| Target Annual Bonus (% of salary) | 90% | 75% (reduced; <25th percentile of peer group) |
Historical actual bonus paid:
| Metric | 2023 | 2024 |
|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 243,207 | 693,389 (reflects 120.4% payout of target) |
Compensation governance highlights: independent compensation committee, independent consultant (Compensia), pay-for-performance philosophy, no tax gross-ups on severance/change-in-control, clawback policy, anti-hedging/anti-pledging, and executive stock ownership guidelines .
Performance Compensation
2024 cash incentive structure and outcomes:
| Metric | Weighting | Target | Actual | Payout/Achievement |
|---|---|---|---|---|
| Total Revenue | 30% | ≥$85.0M target; ≥$105.0M max; ≥$70.0M min | $79.9M | 87.2% of Target |
| Adjusted Operating Expenses | 30% | ≤$107.0M target; ≤$100.0M max; ≤$115.0M min | $101.3M (text also references $101.4M) | 143.0% of Target |
| Market Access (Payor Wins) | 10% | ≥4 target; up to 6 max; ≥1 min | 3 achieved | 75.0% of Target |
| Market Access (Avg. TearCare Payment) | 10% | Dollar thresholds undisclosed | Target exceeded | 112.8% of Target |
| Clinical: SAHARA 12-Month Submission | 5% | By Mar 31, 2024 target; Feb 28 max; Dec 31 min | Submitted Feb 2024 | 125% of Target |
| Clinical: 36-Month Standalone Publication Submission | 5% | By Sep 30, 2024 target; Aug 31 max; Dec 31 min | Submitted Sep 2024 | 100% of Target |
| R&D: Helix 6-Month Implantation | 5% | By Oct 31, 2024 target; Sep 30 max; Dec 31 min | Completed Sep 2024 | 125% of Target |
| R&D: TearCare Label Expansion | 5% | Various expansion thresholds | Target not met | 0% of Target |
| Kicker: OMNI Coverage/Reimbursement | 10% | Effective LCDs providing continued Medicare coverage | Final LCDs issued Nov 2024 confirming coverage | 100% of Target |
| Kicker: Alcon Litigation Outcome | 5% | Trial win or settlement above threshold | $34.0M jury verdict Apr 2024 | 100% of Target |
Total 2024 bonus payout determination: 120.4% of target for named executive officers (including Badawi) .
Equity awards:
| Award Type | Grant Size | Grant Date/Period | Vesting Schedule |
|---|---|---|---|
| RSUs (Annual) | 390,187 shares | 2024 annual cycle | 16 equal quarterly installments from Mar 31, 2024 through Dec 31, 2027, service-based |
| RSU Awards (FV $) | $1,670,000 (2024) | 2024 | Grant-date fair value, ASC 718 |
Program design notes: shift toward RSUs (no options granted in 2024), committee intends to introduce performance-based equity vesting starting with 2026 cycle, and maintains a ~6% equity burn rate cap, resulting in 2025 grants at ~60% of otherwise intended value (CEO below 25th percentile of peer value) .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 6,561,130 shares; 12.4% of outstanding |
| Components (within 60 days of 4/9/2025) | 5,296,054 common shares; 1,265,076 shares via options exercisable within 60 days |
| Unvested RSUs (as of 12/31/2024) | 43,900; 132,450; 292,641 across grants (market values $159,796; $482,118; $1,065,213) |
| Options Outstanding (CEO) | 582,290 ex./67,710 unex., $10.96, exp 5/24/2031 |
| 52,632 ex./6,121 unex., $24.00, exp 7/13/2031 | |
| 256,156 ex./95,144 unex., $17.52, exp 2/8/2032 | |
| 108,147 ex./117,553 unex., $9.78, exp 3/16/2033 | |
| Anti-Hedging/Pledging | Hedging and pledging prohibited; margin purchases banned (except pre-IPO pledges) |
| Stock Ownership Guidelines | CEO 5x base salary; mandatory retention if below threshold |
Note: No disclosure indicating any shares are pledged; policy prohibits pledging except pre-IPO .
Employment Terms
| Term | CEO Economics |
|---|---|
| Employment start | Co-founder; CEO and Director since 2011 |
| Severance (non-CIC) | 18 months base salary; prior-year unpaid bonus; prorated current-year bonus based on actual performance; up to 18 months COBRA reimbursement (less active-employee share) |
| Change-in-Control (CIC) | Double-trigger: if terminated without cause/for good reason within 12 months post-CIC → 24 months base salary; prior-year unpaid bonus; 2x target bonus; up to 24 months COBRA reimbursement; 100% acceleration of unvested time-based equity |
| Clawback Policy | Recovery of incentive comp upon financial restatement within 3 years; misconduct not required |
| Non-compete/Non-solicit | Not specifically disclosed; agreements include restrictive covenants |
Board Governance
| Item | Detail |
|---|---|
| Board service history | Director since 2011; Class I nominee for term expiring at 2028 Annual Meeting |
| Independence | Badawi is management (not independent); majority of Board is independent |
| Leadership structure | Chair and CEO roles separated; independent Chair (Staffan Encrantz) |
| Committee memberships | CEO is not listed on standing committees; committees composed of independent directors |
| Executive sessions | Independent directors meet in executive session on a regularly scheduled basis |
| Attendance | Each director attended >=75% of Board and applicable committee meetings in 2024 |
| Director pay | CEO receives no additional compensation for board service |
Dual-role implications: Separation of Chair and CEO mitigates typical CEO/Chair concentration risk; independent majority, independent committee membership, and regular executive sessions further address independence concerns .
Compensation Structure Analysis
- 2024 cash bonus targets were elevated for executives (not increased for CEO) to address retention amid reimbursement uncertainty; 2025 targets were reduced materially (CEO 75%) as the environment stabilized, indicating tighter pay-for-performance discipline .
- Equity shifted toward RSUs; committee paused options in 2024 and upheld a 6% burn rate cap in 2025, compressing award values (CEO below 25th percentile), which limits dilution and signals shareholder sensitivity but reduces near-term executive retentive value .
- No severance/CIC tax gross-ups; strong clawback and anti-hedging/pledging policies reinforce alignment and governance .
- Minor perquisite/tax gross-up reimbursement associated with a company sales event was provided consistently to attendees, including CEO ($11,937 in 2024), a modest red flag but common for broad employee events .
Related Party Transactions and Risks
- Family relationship: Paul and David Badawi (CTO, Director) are brothers; disclosed as a relationship; independence preserved via majority-independent board and committee structures .
- Reimbursement/LCD risk: Medicare LCD history created market uncertainty; Final LCDs maintained coverage but introduced “Multiple MIGS Exclusion,” potentially pressuring claims volume and near-term revenue, which shaped 2024/2025 compensation design .
- Litigation: April 2024 jury verdict of $34.0M vs. Alcon provided external validation of IP and potential non-dilutive financing; included as 2024 bonus kicker .
Equity Ownership & Vesting Detail
RSU vesting detail (as of 12/31/2024):
| Grant | Unvested RSUs | Vesting cadence |
|---|---|---|
| 2023 grant | 43,900 | 25% on Jan 1 of each year 2023–2026 |
| 2024 grant (annual) | 292,641 | 16 equal quarterly installments, Jan 1, 2024–Dec 31, 2027 |
| Additional RSUs | 132,450 | 25% on Jan 1 of each year 2024–2027 |
Options detail (CEO):
| Grant | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| May 24, 2021 | 582,290 | 67,710 | $10.96 | 5/24/2031 |
| Jul 13, 2021 | 52,632 | 6,121 | $24.00 | 7/13/2031 |
| Feb 8, 2022 | 256,156 | 95,144 | $17.52 | 2/8/2032 |
| Mar 16, 2023 | 108,147 | 117,553 | $9.78 | 3/16/2033 |
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | CEO |
|---|---|
| Termination without cause/for good reason (non-CIC) | 18 months salary; prior-year unpaid bonus; prorated current-year bonus based on actual; up to 18 months COBRA reimbursement |
| Termination within 12 months post-CIC | 24 months salary; prior-year unpaid bonus; 2x target bonus; up to 24 months COBRA reimbursement; 100% acceleration of unvested time-based equity (double-trigger) |
Director Compensation (for Badawi)
- No additional board compensation beyond executive pay; non-employee director program provides cash retainers and RSUs but excludes management directors .
Investment Implications
- Alignment: 12.4% ownership, strong anti-hedging/pledging policy, and 5x salary ownership guideline support shareholder alignment; quarterly RSU vesting through 2027 may create periodic supply overhang, though no pledging disclosed .
- Pay-for-performance: 2024 bonus payout was 120.4% driven by expense discipline, market access progress, clinical milestones, and litigation win; 2025 bonus targets reduced, equity awards constrained by a 6% burn cap, indicating tighter governance and reduced dilution—positive for investors but potentially increasing retention risk if shares underperform .
- Governance: Separation of Chair/CEO, independent committees, and regular executive sessions mitigate dual-role risk and independence concerns despite family ties on the board .
- Operating backdrop: LCD “Multiple MIGS Exclusion” may pressure near-term revenue; management’s incentives emphasize market access and R&D progress (e.g., TearCare reimbursement), suggesting focus on diversifying growth drivers beyond OMNI .
Overall, Badawi’s substantial ownership and governance structures support alignment, but quarterly RSU vesting and options with multi-year expirations may introduce selling pressure intervals; pay program adjustments and burn-rate discipline reduce dilution and emphasize execution amid reimbursement headwinds .