UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Sight Sciences, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE & PROXY STATEMENT

2026 Annual Meeting of Stockholders

Thursday, June 4, 2026

9:00 a.m. Pacific Time

SIGHT SCIENCES, INC.

4040 CAMPBELL AVE, SUITE 100

MENLO PARK, CA 94025

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April 22, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Sight Sciences, Inc. at 9:00 a.m. Pacific Time, on Thursday, June 4, 2026. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/SGHT2026.

The Notice of Virtual Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section of the Proxy Statement titled “Who may attend the Annual Meeting?” for more information about how to attend the Annual Meeting online.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. We encourage you to read the Proxy Statement and promptly submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section of the Proxy Statement titled “Questions and Answers About the 2026 Annual Meeting of Stockholders,” or, if you requested to receive printed proxy materials, your printed proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

Thank you for your support.


Sincerely,

/s/ Paul Badawi
Paul Badawi
President, Chief Executive Officer and Director

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SIGHT SCIENCES, INC.

4040 Campbell Ave, Suite 100

Menlo Park, CA 94025

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD THURSDAY, JUNE 4, 2026

To Our Stockholders:

We are pleased to invite you to virtually attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Sight Sciences, Inc., a Delaware corporation (the “Company,” “our,” or “us”), which will be held at 9:00 a.m. Pacific Time on Thursday, June 4, 2026. The Annual Meeting will be held virtually via live webcast. You will be able to attend the Annual Meeting online, submit your questions and vote your shares during the meeting by visiting www.virtualshareholdermeeting.com/SGHT2026 and entering your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

•	To elect Gerhard Burbach and Staffan Encrantz as Class II Directors to serve until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal;

•	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•	To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.

Holders of record of our common stock as of the close of business on April 8, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for any purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting and may be requested by sending an email to Jeremy Hayden, Chief Legal Officer, at jhayden@sightsciences.com, stating the purpose of the request and providing proof of ownership of our common stock. The list of these stockholders will also be available on your screen during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued, postponed or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting regardless of the number of shares you may hold. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible to ensure your representation at the Annual Meeting. Please refer to the section of this Proxy Statement titled “Questions and Answers About the 2026 Annual Meeting of Stockholders” for additional information on how to attend the Annual Meeting and vote your shares. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further proxy solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.


By Order of the Board of Directors

/s/ Paul Badawi
Paul Badawi
President, Chief Executive Officer and Director

Menlo Park, California

April 22, 2026

Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: April 22, 2026

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			i
PROXY STATEMENT			1
Proposals			1
Recommendations of the Board			2
Information About this Proxy Statement			2
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS			3
PROPOSALS TO BE VOTED UPON			7
Proposal 1: Election of Directors			7
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			11
REPORT OF THE AUDIT COMMITTEE			12
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS			13
EXECUTIVE OFFICERS			14
CORPORATE GOVERNANCE			16
General			16
Board Composition			16
Director Independence			16
Family Relationships and Other Relationships			16
Board Diversity Matrix			16
Board Skills and Experience Matrix			17
Executive Sessions			18
Director Candidates			18
Stockholder Recommendation of Director Candidates			19
Communications from Stockholders			20
Board Leadership Structure			20
Board Role in Risk Oversight			20
Code of Business Conduct and Ethics and Corporate Governance Guidelines			21
Anti-Hedging and Anti-Pledging Policy			21
Attendance by Directors at Meetings			21
COMMITTEES OF THE BOARD			22
Audit Committee			22
Compensation Committee			23
Nominating and Corporate Governance Committee			23
Commercial Strategy Committee			24
EXECUTIVE COMPENSATION			25
Business Overview			25
Named Executive Officers			25
Compensation Philosophy and Objectives			26
Compensation Consultant			29
Peer Group			29
Governance Practices and Policies			30
Elements of our Executive Compensation Program			31
Other Compensation Policies and Practices			39
Accounting Considerations			41
2025 Summary Compensation Table			41
Outstanding Equity Awards at 2024 Fiscal Year-End			42
DIRECTOR COMPENSATION			43
2025 Director Compensation Table			44
Equity Awards Held by Directors			44
EQUITY COMPENSATION PLAN INFORMATION			45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			46

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CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS			48
Policies and Procedures for Related-Person Transactions			48
Indemnification Agreements			48
SOLICITATION OF PROXIES			49
STOCKHOLDER PROPOSALS			49
DELINQUENT SECTION 16(a) REPORTS			50
ANNUAL REPORT ON FORM 10-K			51
OTHER MATTERS			51

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, results of operations, business outcomes, governance decisions, executive compensation, or other future events. You can identify forward-looking statements by the use of words such as “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in Item 1A, “Risk Factors,” and elsewhere, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), as well as the other reports we file with the Securities and Exchange Commission (the “SEC”) from time to time. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed in or implied by the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

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SIGHT SCIENCES, INC.

4040 Campbell Avenue, Suite 100

Menlo Park, CA 94025

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Sight Sciences, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held at 9:00 a.m. Pacific Time, on Thursday, June 4, 2026 (the “Annual Meeting”), and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online, submit your questions and vote your shares during the meeting by visiting www.virtualshareholdermeeting.com/SGHT2026 and entering your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials.

Holders of record of our common stock as of the close of business on April 8, 2026 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting, and at any continuation, postponement or adjournment of the Annual Meeting, and will vote together as a single class on all matters presented at the meeting. Each share of our common stock entitles its holder to one vote per share on each matter presented to our stockholders. As of the Record Date, there were 54,403,542 shares of common stock outstanding and entitled to vote at the Annual Meeting.

This Proxy Statement and the 2025 Annual Report will be made available on or about April 22, 2026 to our stockholders on the Record Date.

In this Proxy Statement, “Sight,” “Sight Sciences,” “Company,” “we,” “us,” and “our” refer to Sight Sciences, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 4, 2026

This Proxy Statement and the 2025 Annual Report are available at http://www.proxyvote.com

Proposals

At the Annual Meeting, our stockholders will be asked:

•	To elect Gerhard Burbach and Staffan Encrantz as Class II Directors to serve until the 2029 Annual Meeting of Stockholders and until each such director’s successor is elected and qualified or until each such director’s earlier death, resignation or removal;

•	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•	To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.

We are not aware of any other business that will be presented for consideration at the Annual Meeting other than the matters described herein and do not currently intend to bring any other matters before the Annual Meeting. However, if other matters are properly presented at the Annual Meeting, the persons named as proxies on the Company’s proxy card will vote your shares in accordance with their discretion with respect to those matters.

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Recommendations of the Board

The Board recommends that you vote your shares as indicated below. If you vote your shares by telephone or Internet, or return a properly completed proxy card, your shares will be voted on your behalf as you direct. If not otherwise specified, the shares represented by the proxies will be voted, and the Board recommends that you vote:

•	“FOR” the election of Gerhard Burbach and Staffan Encrantz as Class II Directors to serve until the 2029 Annual Meeting of Stockholders and until each such director’s successor is elected and qualified or until each such director’s earlier death, resignation or removal; and

•	“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

If any other business is presented to our stockholders at the Annual Meeting, the proxies named on the Company’s proxy card will vote thereon in their discretion. The Board is not aware of any matters to be presented for consideration at the Annual Meeting other than the matters described herein and does not currently intend to bring any other matters before the Annual Meeting.

Information About This Proxy Statement

Why You Received this Proxy Statement. You are viewing or have received these proxy materials because our Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, Sight Sciences is making this Proxy Statement and the 2025 Annual Report available to its stockholders electronically via the Internet. On or about April 22, 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this Proxy Statement and the 2025 Annual Report and vote their shares. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in this Proxy Statement and the 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. (“Broadridge”) by telephone at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above telephone number or address.

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QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Why have we elected to hold a virtual meeting?

We believe hosting a virtual annual meeting encourages increased stockholder attendance and participation because stockholders can participate from any location around the world. A virtual meeting format also reduces the costs to the Company associated with holding the Annual Meeting, as well as the cost to our stockholders of attending the meeting. You will be able to attend the Annual Meeting online, submit your questions and vote your shares during the meeting by visiting http://www.virtualshareholdermeeting.com/SGHT2026.

Who may attend the Annual Meeting?

You may attend and participate in the virtual Annual Meeting only if you are a Sight Sciences stockholder of record as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/SGHT2026. To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Internet Notice, on your proxy card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or brokerage firm to obtain your 16-digit control number or to otherwise obtain instructions to vote your shares through your bank or brokerage firm. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest”, but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

The Annual Meeting webcast will begin promptly at 9:00 a.m. Pacific Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting online or by proxy of the holders of a majority of the voting power of all of the shares of our common stock issued and outstanding and entitled to vote as of the close of business on the Record Date will constitute a quorum. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is April 8, 2026. You are entitled to vote at the Annual Meeting only if you were a “record holder” at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of our common stock is entitled to one vote for each matter before the Annual Meeting. At the close of business on the Record Date, there were 54,403,542 shares of common stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder holds shares in his or her name with our transfer agent. As a record holder, you may vote at the Annual Meeting or by proxy. If you are a record holder and you indicate when voting that you wish to vote as recommended by our Board, or if you submit a vote by proxy without giving specific voting instructions, then the proxies named on the Company’s proxy card will vote your shares as recommended by our Board on all matters described in this Proxy Statement. Paul Badawi and James Rodberg, the designated proxies, are members of our management.

If, on the Record Date, your shares were held in an account at a bank or brokerage firm, then you are the “beneficial owner” of those shares held in “street name” and these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of the proxy materials. The nominee holding your account is considered the record holder for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares online at the Annual Meeting unless you obtain a legal proxy from your bank or brokerage firm.

What are broker non-votes and do they count for determining a quorum?

Generally, broker non-votes occur when shares held in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (i) has not received voting instructions from the beneficial owner, and (ii) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner

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on routine matters, such as Proposal 2, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as Proposal 1. Broker non-votes count for purposes of determining whether a quorum is present.

How do I vote?

Record Holders. If you are a record holder, you may vote:

•	by Internet—You can vote over the Internet at http://www.proxyvote.com by following the instructions on the Internet Notice or proxy card;

•	by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the Internet Notice or proxy card;

•	by Mail—If you received printed copies of the proxy materials, you can vote by mail by signing, dating and mailing the proxy card; or

•	Electronically at the Meeting—If you attend the Annual Meeting online, you will need the 16-digit control number included on your Internet Notice, on your proxy card, or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Wednesday, June 3, 2026. To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Internet Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically.

Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank or brokerage firm, you will receive instructions on how to vote from the bank or brokerage firm. You must follow their instructions in order for your shares to be voted. Internet and telephone voting may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or brokerage firm to obtain a 16-digit control number or to otherwise obtain instructions to vote your shares through your bank or brokerage firm. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest”, but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

What does it mean if I receive more than one Internet Notice or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares held in each account. To ensure all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by telephone or over the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the proxy card in the enclosed envelope.

Can I change my vote after I submit my proxy?

Yes. If you are a record holder, you may revoke your proxy and change your vote:

•	by submitting a duly executed proxy bearing a later date;

•	by granting a subsequent proxy through the Internet or telephone;

•	by giving a written notice of revocation to the Corporate Secretary of Sight Sciences prior to or during the Annual Meeting; or

•	by voting online at the Annual Meeting.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote online at the Annual Meeting.

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If you are a beneficial owner of shares held in street name, you may change or revoke your voting instructions by following the directions provided to you by your bank or brokerage firm, or you may vote online at the Annual Meeting by obtaining your 16-digit control number or otherwise voting through the bank or brokerage firm.

Who will count the votes?

A representative of Broadridge, our inspector of election, will tabulate and certify the votes.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not provide any voting instructions, the persons named as proxies on the Company’s proxy card will vote in accordance with the recommendations of the Board. The Board’s recommendations are described above.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/SGHT2026.

Will there be a question and answer session during the Annual Meeting?

As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted online during the meeting that are pertinent to the business of the Annual Meeting, as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than as a “Guest”) by following the procedures discussed above will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic.

We will not address questions that are, among other things:

•	irrelevant to the business of the Annual Meeting;

•	related to material non-public information of the Company, including the status or results of our business since our last periodic report filing;

•	related to any pending, threatened or ongoing litigation;

•	related to personal grievances;

•	derogatory references to individuals or that are otherwise in bad taste;

•	substantially repetitious of questions already made by another stockholder;

•	in excess of the two-question limit;

•	in furtherance of the stockholder’s personal or business interests; or

•	out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chairperson or Corporate Secretary in their reasonable judgment.

Additional information regarding the question and answer session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder.

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How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting. We will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC within four business days after the Annual Meeting, unless final results are not known at that time, in which case preliminary voting results will be reported within four business days of the Annual Meeting, and final voting results will be reported once we know them.

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PROPOSALS TO BE VOTED UPON

Proposal 1: Election of Directors

Election of Directors

At the Annual Meeting, our stockholders are being asked to vote for two Class II Director nominees, Gerhard Burbach and Staffan Encrantz, to hold office until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified, or until each such director’s earlier death, resignation or removal. Each of the director nominees is a current member of the Board and a Class II Director whose term expires at the Annual Meeting.

Each director nominee has consented to serve if elected, and the Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director. If, however, either of Gerhard Burbach or Staffan Encrantz withdraws or otherwise becomes unable to serve, our Board may decrease the size of the Board, or the proxies may be voted for the election of a substitute director nominee our Board may recommend in place of the nominee.

Board Structure and Membership

We currently have seven directors on our Board. Our Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board.

As set forth in our Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure of the Board is as follows: Class I Directors, whose term will expire at the 2028 Annual Meeting of Stockholders, Class II Directors, whose current term will expire at the Annual Meeting and if elected at the Annual Meeting, whose subsequent term will expire at the 2029 Annual Meeting of Stockholders, and Class III Directors whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Paul Badawi and Catherine Mazzacco; the current Class II Directors are Gerhard Burbach and Staffan Encrantz; and the current Class III Directors are David Badawi, M.D., Tamara Fountain, M.D. and Donald Zurbay.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an election of directors.

Vote Required

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Recommendation of the Board


			The Board unanimously recommends a vote “FOR” the election of each of the Class II Director nominees.

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Nominees For Class II Director (terms to expire at the 2029 Annual Meeting of Stockholders)

The nominees for election to the Board as Class II Directors are as follows:


Name	Age	Served as a Director Since	Position with Sight Sciences
Gerhard Burbach	64	2025	Director
Staffan Encrantz	74	2017	Chairperson

The principal occupations and business experience, for at least the past five years, of each Class II Director nominee are as follows:

Staffan Encrantz

Staffan Encrantz has served as Chairperson of the Board since October 2017. Mr. Encrantz is the President and Founder of Allegro Investment Inc., the investment manager of Allegro Investment Fund, L.P., and has served as such since 1997. He has over 30 years of experience in the management and operations of companies in an array of industries and in a variety of roles, including as an executive, board member and investor. Mr. Encrantz serves on the boards of directors of various private operating entities across a range of industries, including service as chairperson on a number of these boards. Mr. Encrantz holds a Bachelor of Law and a Business Studies degree from Uppsala University, Sweden.

We believe Mr. Encrantz’ financial and industry experience and wealth of board experience, including service as chairperson of a number of commercial operating entities within and outside of the life sciences industry, qualify him to serve on our Board.

Gerhard Burbach

Mr. Burbach has served as a member of our Board since April 2025. Mr. Burbach is a member of the Board of Directors and Chair of the Compensation Committee of BWX Technologies (NYSE: BWXT), a publicly traded company that provides innovative nuclear technology solutions in numerous markets including power and medicine, Chairman of the Board of Directors of Procyrion Inc., a private medical device company focused on the interventional treatment of chronic heart failure, and Chairman of the Board of Directors of Rampart IC, Inc., a private medical technology company providing solutions for interventional medicine radiation safety. He has also served as a member of the board of directors of several other medical technology companies, including most recently Artelon, Fluidigm Corporation, and Brius Technologies. From 2006 to 2014, Mr. Burbach was the President, Chief Executive Officer and a member of the Board of Directors of Thoratec Corporation, a manufacturer of proprietary medical devices for circulatory support that was acquired by St. Jude Medical, Inc. (now Abbott Laboratories (NYSE: ABT)). Prior to that, he held executive leadership positions at Digirad Corporation, Philips Medical Systems, and ADAC Laboratories. Mr. Burbach also spent six years at McKinsey & Company, Inc., focused primarily on the firm’s healthcare practice. Mr. Burbach holds a B.S. in Industrial Engineering from Stanford University and an M.B.A from Harvard Business School.

We believe Mr. Burbach’s extensive experience in the medical device industry, and his tenures as a senior executive officer and director of multiple publicly traded companies, qualifies him to serve on our Board.

Continuing Members of the Board:

Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)

The current members of the Board who are Class I Directors are as follows:


Name	Age	Served as a Director Since	Position with Sight Sciences
Paul Badawi	51	2011	President, Chief Executive Officer and Director
Catherine Mazzacco	61	2023	Director

The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

Paul Badawi

Paul Badawi is a co-founder of our Company and has served as our President, Chief Executive Officer and a member of our Board since the Company was founded in 2011. Prior to launching the Company, Mr. Badawi led the

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U.S. healthcare venture capital practice of 3i Group plc, a global private equity firm. Prior to 3i, Mr. Badawi worked at the National Institutes of Health as a Research Fellow in the field of biochemical genetics. Mr. Badawi holds an M.B.A. from the University of California, Los Angeles and a B.S. in Biological Sciences from the University of Chicago.

We believe Mr. Badawi’s extensive experience in the industry and knowledge of our Company qualify him to serve on our Board.

Catherine Mazzacco

Catherine Mazzacco has served as a member of our Board since June 2023. Ms. Mazzacco was Chief Executive Officer and President of LEO Pharma, a privately owned global pharmaceutical company, and a member of its board of directors, from August 2019 to November 2021. Prior to this role, Ms. Mazzacco was Senior Vice President, Global Commercial Operations, Life Sciences Division at GE HealthCare Technologies, Inc. (Nasdaq: GEHC) (“GE HealthCare”), a leading publicly traded global medical technology company, from February 2018 to May 2019. Before joining GE HealthCare, Ms. Mazzacco spent over 25 years at Abbott Laboratories (NYSE: ABT), a multinational publicly traded healthcare company where she held several global senior operational and strategic leadership roles, including, most recently, as Vice President, Global Commercial Operations, Abbott Vision Division from 2011 to 2017. Ms. Mazzacco has served as a member of the board of directors and a member of the nominating and governance committee and commercial advisory committee of Krystal Biotech, Inc. (Nasdaq: KRYS), a publicly traded gene therapy biotechnology company, since March 2023. Ms. Mazzacco has served as a member of the supervisory board and remuneration and nomination committee of Servier SAS, a privately owned global pharmaceutical company, since February 2022. Ms. Mazzacco holds a B.S. in Engineering, Option Biotechnology from the University of Compiègne in France.

We believe Ms. Mazzacco’s deep healthcare knowledge as well as her extensive international, commercial, financial, operational and transformation expertise qualifies her to serve on our Board.

Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)

The current members of the Board who are Class III Directors are as follows:


Name	Age	Served as a Director Since	Position with Sight Sciences
David Badawi, M.D.	56	2011	Chief Technology Officer and Director
Tamara Fountain, M.D.	63	2022	Director
Donald Zurbay	58	2020	Director

David Badawi, M.D.

David Badawi is a co-founder of our Company and has served as our Chief Technology Officer and a member of our Board since the Company was founded in 2011. Since 2012, Dr. Badawi has also served as the president and a practicing ophthalmologist at Central Eye Care Ltd, an ophthalmology practice. Dr. Badawi holds an M.D. from Georgetown University and a B.S. in Microbiology from the University of Maryland. He completed his residency in ophthalmology at the Jules Stein Eye Institute at the University of California, Los Angeles and a cornea fellowship at Emory University.

We believe that Dr. Badawi’s ophthalmic medical experience and extensive knowledge of our Company and industry qualify him to serve on our Board.

Tamara Fountain, M.D.

Tamara Fountain, M.D. has served as a member of our Board since July 2022. She has also served as a member of the board of directors and a member of the audit committee of RxSight, Inc. (Nasdaq: RXST), a medical device manufacturer, since January 2022. Since 2025, Dr. Fountain has served as the Secretary of Global Relations for the American Academy of Ophthalmology (AAO) and in this role she acts as AAO’s ambassador to super national societies such as the European Society of Ophthalmology, the Pan-American Society of Ophthalmology and the Asia-Pacific Society of Ophthalmology. Dr. Fountain previously served as a member of the board of directors of AAO from January 2020 to January 2023 and as AAO’s President in 2021. Dr. Fountain has served as a member of the board of directors of the American Board of Ophthalmology since January 2022 and has also served as an Associate Editor of Ophthalmology, the Journal of the American Academy of Ophthalmology since 2023. She has been on faculty at Rush

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University Medical Center in Chicago since May 1998 where she is professor of ophthalmology and section chair emeritus of ophthalmic plastic and reconstructive surgery. She has maintained a private practice, Ophthalmology Partners, Ltd., on Chicago’s North Shore since December 2000. Dr. Fountain was appointed as President of the Harvard Medical Alumni Association in 2026, and will serve a 2-year term after serving as chair for Alumni Fund Giving at Harvard Medical School from January 2016 to June 2019. She served as President of the American Society of Ophthalmic Plastic and Reconstructive Surgery in 2018 and as a member of its board of directors from January 2016 to January 2020. She also served 15 years on the board of directors of Ophthalmic Mutual Insurance Company (“OMIC”) and was elected chair of its board of directors and chair of its audit committee, serving January 2014 to December 2015. Dr. Fountain was President of the Illinois Society of Eye Physicians and Surgeons from January 2002 to December 2005. Dr. Fountain received a B.A. in Human Biology from Stanford University, an M.D. from Harvard Medical School, and in 1992, completed her residency in ophthalmology at Johns Hopkins Hospital’s Wilmer Eye Institute.

We believe that Dr. Fountain’s ophthalmic medical experience and multiple leadership roles in the ophthalmology field qualify her to serve on our Board.

Donald Zurbay

Donald Zurbay has served as a member of our Board since July 2020. Between October 2022 and April 2025, Mr. Zurbay served as the President, Chief Executive Officer and a member of the board of directors of Patterson Companies, Inc. (Nasdaq: PDCO), a publicly traded global medical device company that was acquired by Patient Square Capital. From June 2018 to October 2022, Mr. Zurbay served as the Chief Financial Officer of Patterson Companies. From March 2004 to February 2017, Mr. Zurbay held various leadership positions at St. Jude Medical, Inc., where he most recently served as Vice President and Chief Financial Officer from August 2012 to January 2017. Mr. Zurbay currently serves as a member of the board and member of the audit committee and compliance committee of LivaNova, PLC (Nasdaq: LIVN) and as a member of the board and a member of the audit and finance committee of DENTSPLY SIRONA, Inc. (Nasdaq: XRAY). Mr. Zurbay previously served as a member of the board and member of the audit committee of Avedro, Inc., a formerly publicly traded medical technology company that was acquired by Glaukos Corporation, from July 2017 to 2019, and as a member of the board and chairman of the audit committee of Silk Road Medical, Inc., a formerly publicly traded medical device company that was acquired by Boston Scientific Corporation, from March 2018 to September 2024. Mr. Zurbay is a member of the American Institute of Certified Accountants and the Minnesota Society of Certified Public Accountants. Mr. Zurbay holds a B.S. in Business Accounting from the University of Minnesota.

We believe Mr. Zurbay’s experience with publicly traded healthcare companies and financial expertise qualify him to serve on our Board. As a member of our Board, Mr. Zurbay has effectively employed his deep accounting background in combination with his senior executive experience and extensive medical device industry background to effectively help guide the strategic direction of the Company.

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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of Deloitte & Touche LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. Deloitte & Touche LLP has served as our independent registered public accounting firm since 2019.

Neither Deloitte & Touche LLP nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit services. A representative of Deloitte & Touche LLP is expected to attend the Annual Meeting and have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event the appointment of Deloitte & Touche LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2027. Even if the appointment of Deloitte & Touche LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interest of the Company and its stockholders.

Vote Required

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because a bank or brokerage firm may generally vote without instructions on this proposal, we do not expect any broker non-votes on this proposal.

Recommendation of the Board


			The Board unanimously recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed the audited consolidated financial statements of Sight Sciences, Inc., a Delaware corporation (the “Company”), for the fiscal year ended December 31, 2025 and discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Audit Committee

Donald Zurbay (Chairperson)

Staffan Encrantz

Catherine Mazzacco

This Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS

The following table summarizes the fees of Deloitte & Touche LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years for audit and other services:


Fee Category	2025	2024
Audit Fees	$1,459,500	$1,455,395
Audit-Related Fees	—	—
Tax Fees	—	48,600
All Other Fees	1,895	—
Total Fees	$1,461,395	$1,504,995

Audit Fees

Audit fees for the fiscal years ended December 31, 2025 and 2024 include fees associated with the audit of our consolidated balance sheets, our related consolidated statements of operations and comprehensive loss, and our consolidated statements of stockholders’ equity and cash flows, the assessment of our internal control over financial reporting, the review of the unaudited interim quarterly financial statements included in our Quarterly Reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements and services. For the fiscal year ended December 31, 2024, fees included $44,500 associated with procedures performed by Deloitte & Touche LLP with respect to the Company’s debt refinancing.

Audit-Related Fees

Audit-related fees include fees for assurance and related services by Deloitte & Touche LLP that are reasonably related to the performance of the audit or review of our financial statements. There were no audit-related fees for the fiscal years ended December 31, 2025 and 2024.

Tax Fees

Tax fees include fees incurred for tax services, including tax compliance, tax advice and tax planning matters. Tax services for the fiscal year ended December 31, 2024 were for services associated with a research and development tax credit analysis. There were no tax fees for the fiscal year ended December 31, 2025.

All Other Fees

All Other Fees for the fiscal year ended December 31, 2025 includes subscription fees for the Deloitte Accounting Research Tool.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage Deloitte & Touche LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by Deloitte & Touche LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee may, on a periodic basis, review and generally pre-approve the services (and related fee levels or budgeted amounts) that may be provided by Deloitte & Touche LLP without Deloitte & Touche LLP first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. The Audit Committee has pre-approved all services performed since the Pre-Approval Policy was adopted.

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EXECUTIVE OFFICERS

The following table identifies our current executive officers:


Name	Age	Position
Paul Badawi	51	President, Chief Executive Officer and Director
David Badawi, M.D.	56	Chief Technology Officer and Director
Alison Bauerlein	44	Chief Operating Officer
James Rodberg	43	Chief Financial Officer and Treasurer
Jeremy Hayden	56	Chief Legal Officer
Brenton Taylor	44	Executive Vice President, Operations

The biographies for Paul Badawi and David Badawi, M.D. are set forth in the section titled “Proposals to be Voted Upon—Proposal 1: Election of Directors.”

Alison Bauerlein

Ms. Bauerlein has served as our Chief Operating Officer since November 2025. She previously served as our Chief Financial Officer and Treasurer between April 2023 and November 2025. Ms. Bauerlein co-founded Inogen, Inc. (“Inogen”) (Nasdaq: INGN), a publicly traded medical technology company, in 2001, and previously served as Inogen’s Executive Advisor from December 2021 to April 2022, Chief Financial Officer from 2009 until December 2021, Executive Vice President of Finance from March 2014 until December 2021, Corporate Secretary from 2002 until July 2021, and Corporate Treasurer from 2002 until December 2021. Ms. Bauerlein also serves as a member of the board of directors of Koya Medical, Inc. and Balance Ophthalmics, Inc, two private medical device companies. Ms. Bauerlein previously served as a member of the board of Pear Therapeutics, Inc., a software-based digital therapeutics company, from December 2021 to May 2024, and served as a member of the board of directors of Gelesis Holdings, Inc, a biotherapeutics company, from January 2022 until October 2023 and as a member of the board of directors of Equinox Ophthalmic, Inc. from June 2020 until March 2023. Ms. Bauerlein received a B.A. in Economics/Mathematics with high honors from the University of California, Santa Barbara.

James Rodberg

Mr. Rodberg has served as our Chief Financial Officer and Treasurer since November 2025. Mr. Rodberg has over 20 years of public accounting and company finance leadership experience. From May 2021 to November 2025, he served as our Vice President of Finance and Corporate Controller, with a brief term of service as our interim Chief Financial Officer from January to April 2023. Prior to joining us, he served as Vice President, Financial Planning and Analysis at nVent Electric plc (NYSE:NVT), a publicly traded electrical infrastructure company, from December 2018 to May 2021. Prior to nVent, Mr. Rodberg served as Director of Finance at Abbott Laboratories (NYSE: ABT), a publicly-traded healthcare company, and had several finance and accounting roles of increasing responsibility at St. Jude Medical, Inc. prior to its acquisition by Abbott Laboratories. He began his career at Deloitte & Touche, LLP in the audit and assurance practice. Mr. Rodberg received a B.S. in Accounting from the University of Minnesota and is a Certified Public Accountant (inactive).

Jeremy Hayden

Mr. Hayden has served as our Chief Legal Officer since April 2020. From August 2017 to April 2020, Mr. Hayden served as General Counsel of Endologix, Inc., a medical device company focused on vascular disease. Prior to that, Mr. Hayden served as General Counsel and Vice President, Business Development at Cytori Therapeutics, Inc., a life sciences company (now Plus Therapeutics, Nasdaq CM: PSTV) from July 2015 to August 2017, and from May 2012 to July 2015, he served as Assistant General Counsel at Volcano Corporation, a publicly traded medical device company that was acquired by Royal Phillips in 2015. Mr. Hayden holds a J.D. from the University of Michigan Law School and an A.B. in Politics from Princeton University.

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Brenton Taylor

Mr. Taylor has served as our Executive Vice President of Operations since November 2024. Prior to joining us, he worked at NEXT Energy Technologies, Inc., a photovoltaic technology company, between January 2022 and November 2024, where he served in roles of increasing responsibility as Executive Vice President of Engineering from January 2022 to January 2023, as Chief Operating Officer from January 2023 to July 2023 and as Chief Executive Officer from July 2023 to November 2024. Prior to NEXT Energy Technologies, Mr. Taylor served as Executive Vice President of Engineering of Inogen, Inc., a respiratory products company, of which he was a co-founder, from July 2001 to April 2022. Mr. Taylor has over 20 years of experience in medical technology operations, including product engineering and manufacturing. Mr. Taylor received a B.S. in Microbiology with high honors from the University of California, Santa Barbara.

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CORPORATE GOVERNANCE

General

Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Commercial Strategy Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and our committee charters in the “Corporate Governance” section of our investor relations website located at www.investors.sightsciences.com.

Board Composition

Our Board currently consists of seven members: Paul Badawi, David Badawi, M.D., Gerhard Burbach, Staffan Encrantz, Tamara Fountain, M.D., Catherine Mazzacco and Donald Zurbay.

As set forth in our Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds in voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an election of directors.

Director Independence

Our Board has determined that, of our current directors and director nominees, Gerhard Burbach, Staffan Encrantz, Tamara Fountain, M.D., Catherine Mazzacco and Donald Zurbay do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of The Nasdaq Stock Market LLC (the “Nasdaq rules”). As required by the Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed information provided by the directors and the director nominees with regard to each director’s or nominee’s business and personal activities and relationships as they may relate to us and our management.

Family Relationships and Other Relationships

Except for Paul Badawi and David Badawi, M.D., who are brothers, there are no family relationships among any of our directors, director nominees or executive officers. There are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

Board Diversity Matrix (as of April 22, 2026)

Sight Sciences embraces our Board’s diversity of background, experience, culture, and other characteristics that make the Board unique. Diversity at the top sets the expectation for inclusion throughout the organization. As a result, we are disclosing specific diversity-related metrics, including self-identified gender identity, race, and sexual orientation. Two of the seven board directors self-identified with one or more diversity characteristic.

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The following table sets forth certain self-identified diversity information for our Board:


Total Number of Directors	Seven
	Female	Male	Non- Binary	Did Not Disclose
Part I: Gender Identity
Directors	2	5	—
Part II: Demographic Background
African American or Black	1	—	—
Alaskan Native or Native American	—	—	—
Asian	—	—	—
Hispanic or Latinx	—	—	—
Native Hawaiian or Pacific Islander	—	—	—
White	1	5	—
Two or More Races or Ethnicities	—	—	—
LGBTQ+	—	—	—

The Equal Employment Opportunity Commission (“EEOC”) defines an “underrepresented minority” as an individual who self-identifies in one or more of the following groups: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander or Two or More Races or Ethnicities. The EEOC defines a “LGBTQ+” as an individual who self-identifies in one or more of the following groups: lesbian, gay, bisexual, transgender, and queer or questioning in regard to their sexual orientation.

Board Skills and Experience Matrix

We believe that our Board of Directors should have expertise with respect to, and provide oversight over, a broad array of activities and risks. Our Board continuously reviews and assesses its own performance to identify strengths as well as opportunities to enhance Board productivity and effectiveness. Each of our director’s specific skills and experiences with respect to the enumerated categories are included in the table below. Though a particular category may not be checked with respect to a certain director, that director may still possess some level of skill or experience in that area.

David

Badawi,

M.D.

(Mgmt)

Paul

Badawi

(Mgmt)

Gerhard

Burbach

Staffan

Encrantz

Tamara

Fountain,

M.D.

Catherine

Mazzacco

Donald

Zurbay

Total

Percentage

(%) of

Directors

Other Public Company Board Service

—

5/7

71.4%

Executive Leadership (Other Public Company)

—

3/7

42.9%

Independence

—

5/7

71.4%

General Business Operations

—

6/7

85.7%

Managing High Revenue Growth (20%+ 5 yr CAGR)

—

5/7

71.4%

Accounting / Financial Reporting

—

4/7

57.1%

Human Capital Management

—

6/7

85.7%

Corporate Governance

—

5/7

71.4%

Government Affairs/Public Policy

—

1/7

14.3%

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	David Badawi, M.D. (Mgmt)	Paul Badawi (Mgmt)	Gerhard Burbach	Staffan Encrantz	Tamara Fountain, M.D.	Catherine Mazzacco	Donald Zurbay	Total	Percentage (%) of Directors
Risk Management	x	x	x	x	—	x	x	6/7	85.7%
Technology / Cybersecurity	x	—	—	x	—		x	3/7	42.9%
Artificial Intelligence	—	—	—	x	—	—	—	1/7	14.3%
Environmental / Social Responsibility	—	—	—	x	—	—	x	2/7	28.6%
International Operations	—	—	x	x	—	x	x	4/7	57.1%
Ophthalmic Industry Knowledge / Reputation	x	x	—	—	x	x	x	5/7	71.4%
High Growth MedTech Company Experience	—	x	x	—	x	x	x	5/7	71.4%
Customer Perspective (e.g., ECP, ASC, Hospital)	x	x	—	—	—	x	—	3/7	42.9%
R&D & Pipeline Development/ Management	x	x	x	x	—	—	x	5/7	71.4%
Reimbursement/ Payor (e.g. CMS, etc.)	x	x	—	—	—	x	—	3/7	42.9%
Regulatory (e.g. FDA, etc.)	x	x	—	x	—	x	—	4/7	57.1%
Healthcare Compliance	x	x	—	—	—	x	—	3/7	42.9%
International Health Care	—	—	x	—	—	x	x	3/7	42.9%
Investor Relations Management	—	x	x	x	—	—	x	4/7	57.1%
Capital Markets / Financing	—	x	—	x	—	x	x	4/7	57.1%
Mergers & Acquisitions	—	—	x	x	—	x	x	4/7	57.1%
Years	15	15	1	8	4	3	6	Mean (All Directors): 7.4 Mean (Independent Directors Only): 4.4

Executive Sessions

Our independent directors meet in executive session on a regularly scheduled basis. Each executive session of the independent directors is presided over by the Chairperson of our Board.

Director Candidates

The Nominating and Corporate Governance Committee is primarily responsible for identifying qualified director candidates for election to the Board and recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. To facilitate the

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search process, the Nominating and Corporate Governance Committee may solicit current directors and executive officers of the Company for the names of potentially qualified candidates or ask directors and executive officers to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and management, identifies potential conflicts of interest, and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee for candidates for election as a director. In evaluating the suitability of individual candidates (both new candidates and current Board members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving such candidates, may take into account many factors, including:

•	personal and professional integrity, ethics and values;

•	experience in corporate management, such as serving as an officer or former officer of a publicly held or privately held company;

•	strong finance experience;

•	experience in executive compensation and corporate governance practices;

•	relevant social policy concerns;

•	experience relevant to the Company’s industry;

•	experience as a board member or executive officer of another publicly held company;

•	relevant experience, academic expertise or other proficiency in an area of the Company’s operations;

•	relevant investor relations, capital markets or mergers and acquisitions experience;

•	diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members;

•	diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;

•	practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries;

•	skills that are complementary to the existing Board;

•	proven achievement and competence in the candidate’s field and the ability to exercise sound business judgment;

•	an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities;

•	commitment to devoting sufficient time and energy to diligently performing duties as a director; and

•	any other relevant qualifications, attributes or skills.

The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of skills and experience in these various areas.

Stockholder Recommendation of Director Candidates

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information, background materials and all other information required for nomination as set forth in the Amended and Restated Bylaws, to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Sight Sciences, Inc., 4040 Campbell Ave, Suite 100, Menlo Park, California 94025. It is our policy to consider recommendations for director candidates from stockholders holding no less than 1% of the outstanding shares of our common stock continuously for at least 12 months prior to the date of the submission of the recommendation.

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In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, and that the nomination requirements set forth in the Amended and Restated Bylaws have been complied with, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying the same criteria, as it follows for candidates submitted by others.

Communications from Stockholders

The Board believes, as a general principle, that management speaks for the Company. Individual directors may, from time to time, communicate with various constituencies that are involved with the Company, but it is expected that Board members would do this with the knowledge of management and, in most instances, only at the request of management. In cases where stockholders and other interested parties wish to communicate directly with our non-management directors, the Board will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. Our Corporate Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as considered appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Corporate Secretary and Chairperson of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board in writing: c/o Corporate Secretary, Sight Sciences, Inc., 4040 Campbell Ave, Suite 100, Menlo Park, California 94025.

Board Leadership Structure

While our Amended and Restated Bylaws provide the Board with flexibility to combine or separate the positions of Chairperson of the Board and Chief Executive Officer, our Corporate Governance Guidelines currently state that it is the Company’s policy that the positions of Chairperson of the Board and Chief Executive Officer must be held by separate persons, and that the Chairperson of the Board must be independent, as determined in accordance with the Nasdaq rules. Staffan Encrantz, our Chairperson of the Board, is independent, and the majority of our Board is comprised of independent directors. Our Board believes that separation of the positions of Chairperson and Chief Executive Officer reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board as a whole. For these reasons, our Board has concluded that our current leadership structure is appropriate at this time.

Our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. If, in the future, we deem it appropriate that the Chairperson of the Board also be a member of management or otherwise not otherwise qualify as independent, we will appoint a Lead Independent Director, whose responsibilities would include, but would not be limited to, presiding over all meetings of the Board at which the Chairperson of the Board is not present, including any executive sessions of the independent directors, approving the Board’s meeting schedules and agendas, and acting as liaison between the independent directors of the Board and the Chief Executive Officer and the Chairperson of the Board.

Board Role in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board and Board committees at meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board has delegated to our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Commercial Strategy Committee the responsibility for review and oversight of our risks as set forth in the charters of the respective committees and disclosed in the descriptions of each of the committees below. Our Board focuses on overall risk management strategy, the most significant risks facing us, and implementation of attendant risk mitigation strategies, and receives regular reports from the Board committees, management and its outside advisors

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with respect to their respective risk oversight activities. Our Audit Committee is responsible for discussing our policies with respect to financial and accounting-related risk assessment and risk management, including guidelines and policies to govern the process by which our exposure to financial risk is handled, and for overseeing management of our financial risks and potential conflicts of interest. Our Nominating and Corporate Governance Committee manages risks associated with the independence of our Board and potential conflicts of interest and also has risk management responsibility for the Company’s non-financial compliance programs, including our healthcare compliance program, anti-bribery and global trade initiatives, cybersecurity program, artificial intelligence initiatives and environmental, social and governance (“ESG”) program. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive and director compensation plans and arrangements. Our Commercial Strategy Committee is responsible for overseeing our product commercialization strategies and identification and mitigation of attendant risks.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

We adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We have also adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, and corporate governance policies and standards applicable to us in general. You can access a copy of the Code of Business Conduct and Ethics and Corporate Governance Guidelines in the “Corporate Governance” section of our investor relations website located at www.investors.sightsciences.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Anti-Hedging and Anti-Pledging Policy

Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees and any entities they control (the “Covered Persons”). Among other things, the policy prohibits the Covered Persons from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other stockholders.

In addition, the policy prohibits the Covered Persons from effecting margin purchases of the Company’s securities. Purchasing on margin means borrowing from a brokerage firm, bank or other entity in order to purchase the Company’s securities (other than in connection with a cashless exercise of stock options through a broker under the Company’s equity plans). Pledging the Company’s securities as collateral to secure loans is also prohibited, with the exception of (i) pledges made before the Company’s initial public offering or (ii) pledges made with the prior written approval of the compliance officer under the policy.

A copy of the Insider Trading Compliance Policy has been filed as an exhibit to the 2025 Annual Report.

Attendance by Directors at Meetings

Under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits, with the understanding that, on occasion, a director may be unable to attend a meeting. We do not maintain a formal policy regarding director attendance at annual meetings of stockholders, although it is expected that, absent compelling circumstances, directors will attend these meetings.

There were five meetings of the Board during the fiscal year ended December 31, 2025. During the fiscal year ended December 31, 2025, each director attended at least 75% of the aggregate of (i) all meetings of the Board during the period in which he or she served as a director, and (ii) all meetings of the committees on which the director served during the period in which he or she served as a committee member. All but one of the members of the Board who served as directors during 2025 attended the 2025 Annual Meeting of Stockholders.

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COMMITTEES OF THE BOARD

Our Board has established four standing committees — the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Commercial Strategy Committee — each of which operates under a charter that has been approved by our Board.

The current members of each of the Board committees and committee chairpersons are set forth below:

Name

Audit

Committee

Compensation

Committee

Nominating

and

Corporate

Governance

Committee

Commercial

Strategy

Committee

Gerhard Burbach

Chairperson

Staffan Encrantz

Chairperson

Tamara Fountain, M.D.

Catherine Mazzacco

Chairperson

Donald Zurbay

Chairperson

Audit Committee

Our Audit Committee oversees our accounting and financial reporting process, as well as the audits of our financial statements. Our Audit Committee’s responsibilities include, among other things:

•	appointing, approving the compensation of, and overseeing the independence of our registered public accounting firm;

•	overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports and other communications required to be made by such firm;

•

reviewing and discussing with management and the registered public accounting firm our annual audited financial statements and quarterly financial statements, including disclosures under the caption “management’s discussion and analysis of financial condition and results of operations” and the matters required to be discussed by applicable PCAOB standards and SEC rules;

•	coordinating the Board’s oversight of our internal control over financial reporting, disclosure controls and related financial policies and procedures;

•	overseeing management of our financial risks, including discussion of our risk management policies pertaining to finance, accounting and related internal controls;

•	meeting separately with our internal auditing staff, if any, registered public accounting firm and management;

•	reviewing our policies and procedures for reviewing and approving or ratifying any related-person transactions and conducting review and oversight of all related-person transactions for conflicts of interest;

•	establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding internal accounting controls or auditing matters; and

•	preparing the annual audit committee report required by SEC rules.

The Audit Committee charter is available on our investor relations website at http://www.investors.sightsciences.com in the “Corporate Governance” section under “Committee Charters.” The current members of the Audit Committee are Staffan Encrantz, Catherine Mazzacco, and Donald Zurbay. Mr. Zurbay currently serves as the Chairperson of the Audit Committee and is expected to continue serving as such following the Annual Meeting. Our Board has affirmatively determined that each member of the Audit Committee is independent for purposes of serving on an audit committee under applicable SEC and Nasdaq rules.

The members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq rules. In addition, our Board has determined that Mr. Zurbay qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K, and meets the requirement under the applicable Nasdaq rules that the Audit Committee have a financially sophisticated member.

The Audit Committee met four times in 2025.

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Compensation Committee

Our Compensation Committee oversees the discharge of the responsibilities of the Board relating to the compensation and benefits of our executive officers and directors. Our Compensation Committee’s responsibilities include, among other things:

•	reviewing and approving, or recommending for approval by the Board, the compensation of our Chief Executive Officer and our other executive officers;

•	overseeing and administering our cash and equity incentive plans and discharging any responsibilities imposed on the Compensation Committee by any of these plans;

•	reviewing and making recommendations to the Board with respect to director compensation;

•	reviewing and discussing annually with management the “executive compensation” disclosures of our proxy statement including, when required, the “Compensation Discussion & Analysis” under Item 402(b) of Regulation S-K; and

•	preparing the annual compensation committee report required by SEC rules, to the extent required.

The Compensation Committee charter is available on our investor relations website at www.investors.sightsciences.com in the “Corporate Governance” section under “Committee Charters.” The current members of our Compensation Committee are Gerhard Burbach, Tamara Fountain, M.D., and Donald Zurbay. Mr. Burbach currently serves as the Chairperson of the Compensation Committee and is expected to continue serving as such following the Annual Meeting. Our Board has affirmatively determined that each member of the Compensation Committee is independent for purposes of serving on a Compensation Committee under applicable SEC and Nasdaq rules and qualifies as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act.

The Compensation Committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive Officer). The Compensation Committee may, in its sole discretion, retain or obtain advice from compensation consultants, legal counsel or other advisors, to assist in carrying out its responsibilities and will consider the factors affecting independence required by applicable SEC and Nasdaq rules, in connection with retaining or obtaining the advice of such consultants, counsel and advisors.

In 2025, as with prior years, the Compensation Committee engaged Compensia, Inc. (“Compensia”) as its independent compensation consultant. Compensia’s material responsibilities include (i) advising the committee on the selection of an appropriate peer group of other publicly traded healthcare companies, (ii) collecting and analyzing compensation data from the peer group companies, (iii) performing an independent review of our compensation practices for our executive officers and non-employee directors as compared to the peer group, (iv) providing advice with respect to the our cash incentive compensation and equity grant practices and strategy, and (v) making recommendations regarding the design and structure of our compensation program. Compensia reports directly to the Compensation Committee and performs services for the Compensation Committee in accordance with the directives and guidance provided by the Compensation Committee. For additional information, please refer to the section titled “Compensation Consultant.”

The Compensation Committee met five times in 2025.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee recommends to our Board nominees for election as directors and develops and maintains our corporate governance policies. Our Nominating and Corporate Governance Committee’s responsibilities include, among other things:

•	identifying individuals qualified to become members of the Board;

•	recommending to the Board the persons to be nominated for election as directors and to each committee of the Board;

•	developing and recommending to the Board corporate governance guidelines, and reviewing and recommending to the Board proposed changes to our corporate governance guidelines from time to time;

•	overseeing a periodic evaluation of the Board;

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•	overseeing succession plans for the Chief Executive Officer and other executive officers; and

•

overseeing the Company’s ESG, cybersecurity and artificial intelligence programs, as well as compliance practices and matters, such as healthcare, anti-bribery and global trade compliance, that are not specifically within the purview of the Audit Committee, Compensation Committee, and Commercial Strategy Committee.

The Nominating and Corporate Governance Committee charter is available on our investor relations website at www.investors.sightsciences.com in the “Corporate Governance” section under “Committee Charters.” The current members of our Nominating and Corporate Governance Committee are Gerhard Burbach, Staffan Encrantz and Tamara Fountain, M.D. Mr. Encrantz currently serves as the Chairperson of the Nominating and Corporate Governance Committee and is expected to continue serving as such following the Annual Meeting. Our Board has affirmatively determined that each member of the Nominating and Corporate Governance Committee is independent for purposes of serving on a Nominating and Corporate Governance Committee under applicable Nasdaq rules.

The Nominating and Corporate Governance Committee has the authority to consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders.

The Nominating and Corporate Governance Committee met four times in 2025.

Commercial Strategy Committee

Our Commercial Strategy Committee provides oversight and advice to management on matters relating to the Company’s product commercialization strategy. Our Commercial Strategy Committee’s responsibilities include, among other things:

•	advising management regarding the Company’s overall product commercialization strategy, including, without limitation, the product pipeline go-to market strategies, including reimbursement, market segmentation and pricing, and related activities, capabilities, resources and investments;

•

Votes Required

Effect of Votes Withheld or
Abstentions and Broker Non-Votes

Proposal 1:

Election of Directors

The plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors.

Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Proposal 2:

Ratification of Appointment of Independent Registered Public Accounting Firm

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because a bank or brokerage firm may generally vote without instructions on this proposal, we do not expect any broker non-votes on this proposal.

SEC Form DEF 14A filed by Sight Sciences Inc.