Sector: Health Care
RXSIGHT INC · Meeting: June 16, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Election of Class II Directors
Against Analysis
Dr. Link has served on the board since 2016, giving him full responsibility for the stock's severe underperformance — RxSight's stock fell roughly 59% over three years while the company's own peer group gained about 4%, a gap of 63 percentage points that far exceeds the 20-point threshold triggering a no vote; additionally, the proxy discloses that Dr. Link is classified as non-independent due to a financial relationship involving a company connected to his family, raising a further governance concern.
Mr. Warner joined the board in August 2021 and has served through the entire period during which RxSight's stock fell approximately 59% while its peer group gained about 4%, a 63-percentage-point gap that well exceeds the 20-point policy threshold; the 5-year gap of 13 percentage points does not exceed the 20-point threshold, which would normally allow a downgrade to FOR, but since Mr. Warner joined in 2021 his entire tenure coincides with the underperformance period, and the 5-year mitigant is intended to capture directors with a longer prior track record of adequate performance rather than insulate directors whose full tenure is marked by underperformance.
Ms. Maniar joined the board in December 2021 and has served through substantially the entire period during which RxSight's stock fell approximately 59% while its peer group gained about 4%, a 63-percentage-point gap that far exceeds the 20-point policy threshold; as with Mr. Warner, the 5-year mitigant is not applied because her entire board tenure coincides with the underperformance period, meaning there is no prior track record of adequate performance to distinguish this as a recent, transient trough.
For Analysis
All three Class II director nominees — William J. Link, Robert Warner, and Shweta Singh Maniar — are recommended AGAINST. RxSight's stock has declined approximately 59% over three years while its company-disclosed peer group (used as the primary benchmark per policy) gained about 4%, a gap of 63 percentage points that far exceeds the 20-point threshold applicable when absolute returns are negative. All three nominees have tenures that meaningfully overlap with the full underperformance period. Dr. Link carries an additional governance concern as the proxy discloses he has been classified as non-independent due to financial relationships involving family members. The 5-year TSR mitigant (gap of 13pp vs. 20pp threshold) technically does not trigger a downgrade to AGAINST on its own, but since all three directors joined in 2015–2021 and the underperformance encompasses their full or near-full tenure, there is no prior track record of adequate performance that would make the 3-year result look like a transient trough.
CEO
Ron Kurtz, M.D.
Total Comp
$4,650,667
Prior Support
87.1%%
The pay-for-performance alignment check fails: RxSight's stock declined approximately 59% over three years while its peer group gained about 4%, yet the company targeted executive compensation — including long-term equity in the form of stock options — at the 65th percentile of peers, meaning variable pay was set above the median benchmark while shareholders experienced severe losses far exceeding the peer group. The CEO received total compensation of approximately $4.65 million at a company with a current market capitalization of only $296 million that reported a $48 million operating loss in 2025, and the company's own bonus plan paid out at only 32% of target, signaling the company itself acknowledged performance fell significantly short of goals — yet the large option grants awarded at the beginning of the year, valued at roughly $3.8 million for the CEO alone, were not adjusted downward to reflect this outcome. Prior Say-on-Pay support was 87.1% at the 2025 meeting, so there is no prior-year low-support trigger, but the structural misalignment between above-benchmark incentive pay and deeply negative shareholder returns warrants a no vote under the pay-for-performance policy.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,422,350
Non-Audit Fees
$135,445
Ernst & Young's non-audit fees (tax services of $135,445) represent approximately 9.5% of audit fees ($1,422,350), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted; Ernst & Young is a Big 4 firm appropriate for a company of RxSight's size and complexity.
The RxSight 2026 annual meeting presents three proposals; we vote AGAINST all three Class II director nominees due to severe stock underperformance (the stock fell ~59% over three years versus a peer group median gain of ~4%, a 63-percentage-point gap exceeding the policy threshold), and AGAINST the Say-on-Pay proposal due to pay-for-performance misalignment where above-benchmark incentive compensation was awarded despite deeply negative shareholder returns and a $48 million operating loss. We vote FOR auditor ratification as Ernst & Young's fee structure is well within policy limits and no other negative factors are present.
19 companies disclosed in 2026 proxy filing
