Tamara Fountain, M.D.
Director at SGHT
Board
About Tamara Fountain, M.D.
Independent director (Class III) at Sight Sciences since July 2022; age 62. Professor of ophthalmology at Rush University Medical Center (since May 1998) and founder of Ophthalmology Partners, Ltd. (since December 2000). Former 2021 President of the American Academy of Ophthalmology; current board member of the American Board of Ophthalmology (since January 2022); director and audit committee member at public company RxSight (Nasdaq: RXST) (since January 2022). Education: BA in Human Biology (Stanford), MD (Harvard Medical School), ophthalmology residency at Johns Hopkins/Wilmer Eye Institute (1992). Independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rush University Medical Center | Professor of Ophthalmology | Since May 1998 | Section chair emeritus of ophthalmic plastic & reconstructive surgery |
| Ophthalmology Partners, Ltd. | Founder; Private Practice | Since Dec 2000 | Practice on Chicago’s North Shore |
| American Academy of Ophthalmology | Director; 2021 President | Jan 2020–Jan 2023 (board); 2021 (President) | National leadership; policy influence |
| American Board of Ophthalmology | Director | Since Jan 2022 | Standards and certification oversight |
| Ophthalmic Mutual Insurance Company (OMIC) | Director; Chair of Board & Audit Committee | 15 years on board; Chair 2014–2015 | Governance and audit leadership; insurer to ophthalmologists |
| American Society of Ophthalmic Plastic & Reconstructive Surgery | President; Board member | President 2018; Board Jan 2016–Jan 2020 | Specialty society leadership |
| Illinois Society of Eye Physicians & Surgeons | President | Jan 2002–Dec 2005 | State advocacy leadership |
| Harvard Medical School | Chair, Alumni Fund Giving | Jan 2016–Jun 2019 | Advancement leadership |
External Roles
| Organization | Type | Role | Tenure | Committee Positions |
|---|---|---|---|---|
| RxSight (NASDAQ: RXST) | Public company (medtech, ophthalmic) | Director | Since Jan 2022 | Audit Committee member |
| American Board of Ophthalmology | Nonprofit | Director | Since Jan 2022 | Board oversight |
| American Academy of Ophthalmology | Nonprofit | 2021 President; Former Director | 2021 (President); Board Jan 2020–Jan 2023 | Policy, education |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member. No chair roles.
- Independence: Board determined Dr. Fountain is independent under Nasdaq rules.
- Attendance: In 2024, Board met 6 times; each director attended at least 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet regularly in executive session.
- Board leadership: Independent Chair (Staffan Encrantz); separate Chair/CEO structure.
- Audit Committee: Members—Donald Zurbay (Chair; audit committee financial expert), Catherine Mazzacco, Tamara Fountain; met 4 times in 2024.
- Nominating & Corporate Governance Committee: Members—Staffan Encrantz (Chair), Brenda Becker, Tamara Fountain; met 4 times in 2024.
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Donald Zurbay | 4 |
| Nominating & Corporate Governance | Member | Staffan Encrantz | 4 |
Fixed Compensation
- Non-employee director program (effective Jan 1, 2025): cash retainer $45,000; committee fees—Audit chair $20,000/member $10,000; Compensation chair $15,000/member $7,500; Nominating & Governance chair $10,000/member $5,000; Commercial Strategy chair $12,000/member $6,000; non-executive Board chair $40,000.
- 2024 actual pay: Fees earned $55,000; RSU awards $120,000; total $175,000.
| Component (2024) | Amount |
|---|---|
| Board retainer (cash) | $40,000 |
| Audit Committee member fee | $10,000 |
| Nominating & Governance Committee member fee | $5,000 |
| Total cash fees | $55,000 |
| Annual RSU grant value | $120,000 |
| Total | $175,000 |
Program changes YOY: retainer increased from $40,000 to $45,000; annual RSU grant value increased from $120,000 to $130,000 (effective 2025).
Performance Compensation
- Equity structure: RSUs only (no stock options for directors); annual RSU grants vest at the next annual meeting or first anniversary; initial appointment RSUs vest in three equal annual installments; all unvested RSUs accelerate on change in control. No performance-vesting for directors.
| Equity Grants | 2023 | 2024 | Vesting Terms |
|---|---|---|---|
| Annual Director RSUs (grant-date fair value) | $120,000 | $120,000 | Vests at next annual meeting or first anniversary |
| Initial Appointment RSUs (grant-date fair value) | $240,000 (began in 2023 due to 2022 deferral) | — | Vest in 3 equal annual installments |
No director performance metrics (e.g., TSR, revenue, ESG) tied to director equity grants are disclosed.
Other Directorships & Interlocks
| Company | Exchange | Role | Committee | Overlap/Interlock Note |
|---|---|---|---|---|
| RxSight | Nasdaq: RXST | Director | Audit Committee | Ophthalmology industry overlap; no SGHT-related transactions disclosed. |
No related-party transactions involving Dr. Fountain are disclosed in SGHT’s proxy statements.
Expertise & Qualifications
- Ophthalmic clinical leadership across academic, private practice, and national societies; audit committee experience (OMIC chair; RxSight member).
- Governance and compliance exposure through audit roles; broad specialty leadership (AAO, ABO).
- Independent director with sector-relevant reputation and patient care perspective.
Equity Ownership
- Beneficial ownership (as of April 9, 2025): 44,444 shares; less than 1% of outstanding. Components: 27,078 common shares; 17,366 RSUs vesting within 60 days. Shares outstanding: 51,695,688.
- RSUs held (as of Dec 31, 2024): 29,351.
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; compliance window five years from guideline effective date or appointment/election.
- Hedging/pledging: Prohibited for directors.
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares | 44,444 (<1%) |
| Common shares | 27,078 |
| RSUs vesting within 60 days | 17,366 |
| RSUs held (12/31/2024) | 29,351 |
| Anti-hedging/pledging policy | Prohibits hedging/pledging |
| Director ownership guideline | 5x annual cash retainer; 5-year compliance window |
Shareholder Voting Signal (2024 Election)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Tamara Fountain, M.D. | 25,188,027 | 4,974,909 | 7,829,139 |
Governance Assessment
Strengths:
- Independence and sector expertise; meaningful audit oversight experience (OMIC chair; RxSight audit).
- Committee service on Audit and Nominating/Governance; Board has independent chair; regular executive sessions; attendance at least 75%.
- Alignment policies: anti-hedging/pledging; director stock ownership guidelines.
Watch items:
- 2024 election saw 4.97M withheld votes for Dr. Fountain, notably higher than fellow nominees; monitor future vote trends and engagement.
- Director compensation program increased cash and equity retainer values effective 2025; watch for pay inflation relative to performance and shareholder expectations.
RED FLAGS (none disclosed):
- No related-party transactions involving Dr. Fountain.
- No Section 16(a) delinquency noted for Dr. Fountain.
Director compensation mix is standard (cash retainer + time-vested RSUs) with no performance linkage; equity vests time-based and accelerates on change in control, which is common but not performance-conditioned.