Staffan Encrantz
About Staffan Encrantz
Independent Chair of the Board of Sight Sciences since October 2017; currently a Class II director. Age 73, with 30+ years in company management, board, and investing roles; President and Founder of Allegro Investment Inc. (investment manager to Allegro Investment Fund, L.P.) since 1997. Education: Bachelor of Law and Business Studies, Uppsala University (Sweden). Tenure on SGHT Board: ~7 years as reflected in the Board’s tenure matrix . The Board has determined he is independent under Nasdaq rules; SGHT separates the Chair and CEO roles with an independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sight Sciences (SGHT) | Chairperson of the Board | Oct 2017 – Present | Board leadership; independent Chair presides over executive sessions of independent directors |
| Allegro Investment Inc. | President & Founder (investment manager to Allegro Investment Fund, L.P.) | 1997 – Present | Investor/operator across industries; board and executive experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alligator Bioscience AB (XSTO: ATORX) | Director | 2022 – Present | Swedish pharma company |
| Various private operating entities | Director / Chair on several boards | Ongoing | Broad cross‑industry private company board service |
Board Governance
- Independence: Board determined Encrantz is independent; he serves as independent Chair. SGHT’s guidelines require separate CEO and Chair roles with an independent Chair .
- Executive sessions: Independent directors meet in regular executive sessions, presided over by the Chair (Encrantz) .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors at the 2024 annual meeting .
- Committee assignments (2024–2025):
- Nominating & Corporate Governance Committee: Chair
- Commercial Strategy Committee: Member
Committee activity and engagement:
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 meetings |
| Commercial Strategy | Member | 4 meetings |
Fixed Compensation (Director)
2024 actual compensation (under prior program):
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $93,500 |
| RSU Awards (Grant Date Fair Value) | $120,000 |
| Total | $213,500 |
2025 director program rates (current program):
| Element | Rate |
|---|---|
| Annual cash retainer (director) | $45,000 |
| Non‑executive Chair retainer | $40,000 |
| Annual RSU grant (for continuing directors) | $130,000 value, vests at next annual meeting/1 year |
| Initial RSU grant (upon joining the Board) | $240,000 value (three equal annual installments) |
| Committee fees (selected) | N&G Chair $10,000; Commercial Strategy member $6,000 |
Notes:
- All unvested director RSUs vest in full upon a change in control .
Performance Compensation (Director)
- The proxy discloses no performance‑conditioned pay for directors; equity is granted as time‑based RSUs with the vesting schedules noted above (no performance metrics) .
- No options were reported for Encrantz; director equity reported is RSUs .
Director equity grant structure and vesting:
| Grant Type | Grant Value | Vesting Terms |
|---|---|---|
| Initial RSU (on appointment) | $240,000 | Three equal annual installments |
| Annual RSU (continuing service) | $130,000 (2025 program) / $120,000 (2024 actual) | Single installment at next annual meeting or 1‑year anniversary |
| Change in control | — | All unvested director RSUs vest in full |
Other Directorships & Interlocks
| Company | Type | Role | Governance/Interlock Notes |
|---|---|---|---|
| Alligator Bioscience AB (XSTO: ATORX) | Public (Sweden) | Director | Only public company directorship disclosed for Encrantz in SGHT proxy |
Expertise & Qualifications
- Other public company board service; executive leadership experience .
- Skills indicated in SGHT’s matrix: general business operations; high‑growth management; accounting/financial reporting; human capital; corporate governance; risk management; technology/cyber; environmental/social responsibility; international operations; R&D/pipeline; regulatory; reimbursement; investor relations; capital markets/financing; M&A .
Equity Ownership
- Significant ownership aligns incentives; Encrantz is also an affiliate of the Allegro entities holding a large stake.
Breakdown (as of April 9, 2025):
| Ownership Component | Shares | Notes |
|---|---|---|
| Direct holdings | 1,012,150 | |
| 1997 Staffan & Margareta Encrantz Revocable Trust | 632,456 | Encrantz is a trustee |
| Allegro entities (indirect beneficial ownership) | 5,086,920 | Encrantz is President/sole director of Allegro Investment and sole member of Allegro Investors; Allegro Investment manages Allegro Investment Fund, L.P. |
| RSUs vesting within 60 days | 17,366 | |
| Total beneficial ownership | 6,748,892 | |
| % of outstanding common stock | 13.0% | Based on 51,695,688 shares outstanding |
Policies and guidelines:
- Anti‑hedging and anti‑pledging policy applicable to directors; pledging generally prohibited (limited grandfathered exception pre‑IPO) .
- Stock ownership guidelines: Non‑employee directors must hold equity equal to 5x annual cash retainer; five years to comply .
Governance Assessment
-
Strengths
- Independent Chair structure with regular executive sessions enhances board oversight and independence .
- Strong ownership alignment: 13.0% beneficial stake ties director outcomes to shareholder value .
- Clear anti‑hedging/anti‑pledging policy and director stock ownership guidelines support alignment and risk control .
- Active committee leadership: Chairs Nominating & Governance and serves on Commercial Strategy; both met four times in 2024, indicating ongoing engagement .
-
Watch items / potential conflicts
- Affiliation with a significant shareholder (Allegro) and control roles at Allegro entities could create perceived influence; however, the Board has affirmatively determined Encrantz is independent under Nasdaq rules .
- Change‑in‑control single‑trigger vesting of director RSUs is standard but can be viewed as less performance‑linked; nonetheless, director equity is time‑based and sized per disclosed policy .
-
Attendance and engagement
- Each director met the minimum 75% attendance threshold; Board held six meetings in 2024; committees where Encrantz serves met four times each .
-
Compensation reasonableness
- 2024 total director compensation for Encrantz: $213,500 (cash $93,500; equity $120,000); 2025 program modestly increases retainers and annual RSU value, consistent with program‑wide changes .