Sight Sciences, Inc. Stock Compensation Disclosure
Note 8. Equity Incentive Plans
2011 Stock Option Plan and 2021 Equity Incentive Plan
In 2011, the Company approved the 2011 Stock Option Plan (the “2011 Plan”) that provided for the grant of stock options to employees and nonemployees of the Company.
In July 2021, the board of directors and stockholders adopted and approved the 2021 Incentive Award Plan, (the “2021 Plan”). Under the 2021 Plan, the Company has the ability to issue incentive stock options ("ISOs"), nonqualified stock options ("NSOs"), stock appreciation rights, dividend equivalent rights, restricted stock awards, and restricted stock units ("RSUs").
Stock options under the 2021 Plan can typically be granted for periods of up to ten years. For stock options granted to a grantee who, at the time the option is granted, owned stock representing more than 10% of the voting power of all classes of stock of the Company (or any parent or subsidiary of the Company), the term may be up to five years. The ISOs and NSOs are granted at a price per share not less than the fair value at the date of grant. The exercise price of a stock option granted to a 10% stockholder shall be not less than 110% of the grant date fair value of the shares. Stock options granted to new hires generally vest over a four-year period, with 25% of the shares vesting on the first anniversary of the grant date and the remaining shares vesting in 36 equal monthly installments thereafter. Stock options granted as merit awards generally vest in 48 equal monthly installments following the grant date.
RSUs are share awards that entitle the holder to receive shares of common stock upon vesting and settlement of the awards. RSUs granted to employees generally vest over a four-year period with straight-line vesting in equal amounts, either in annual or quarterly installments. RSUs granted to newly hired non-executive employees generally vest over a four-year
period, with 25% of the shares vesting on the first anniversary of the grant date and the remaining shares vesting in 12 equal quarterly installments thereafter. RSUs granted to newly hired executive employees generally vest over a four-year period, with shares vesting in four (4) equal annual installments. RSUs granted to executive and non-executive employees as merit awards generally vest in 16 equal quarterly installments following the grant date.
The Company initially reserved 5,200,000 shares of common stock for future issuance under the 2021 Plan. This initial reserve is subject to annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031. These annual increases are equal to the lesser of (i) 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Company's board of directors (the "Board"), subject to certain limitations. Pursuant to the evergreen provision, the initial share reserve was increased by 2,546,899 and 2,456,568 shares on January 1, 2025 and 2024, respectively.
At December 31, 2025 and 2024, there were 7,876,575 shares and 5,931,302 shares, respectively, of common stock available for issuance under the 2021 Plan.
The 2011 Plan was superseded by the 2021 Plan at the time of the initial public offering of the Company's common stock, which closed on July 15, 2021, and no further grants have been made under the 2011 Plan from the date the 2021 Plan became effective.
Stock Option Awards
The following table summarizes stock option activity under the 2011 and 2021 Plans:
|
|
Number of |
|
|
Weighted-Average Exercise Price |
|
|
Weighted-Average |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding, December 31, 2024 |
|
|
4,464,388 |
|
|
$ |
9.23 |
|
|
|
6.5 |
|
|
$ |
2,769 |
|
Grants |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Forfeited/cancelled |
|
|
(763,751 |
) |
|
|
8.85 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(637,161 |
) |
|
|
1.72 |
|
|
|
|
|
|
|
||
Outstanding, December 31, 2025 |
|
|
3,063,476 |
|
|
$ |
10.88 |
|
|
|
5.5 |
|
|
$ |
3,315 |
|
Vested and exercisable as of December 31, 2025 |
|
|
2,866,852 |
|
|
$ |
11.01 |
|
|
|
5.4 |
|
|
$ |
3,114 |
|
The Company did not grant any stock option awards during the year ended December 31, 2025. The weighted-average grant-date fair values of stock options granted during the year ended December 31, 2024 was $2.71 per share. The aggregate intrinsic value of stock options exercised, calculated as the difference between the exercise prices of the underlying stock options and the estimated fair value of the common stock on the date of exercise, was $2.9 million during the year ended December 31, 2025.
During the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense of $4.1 million and $7.8 million, respectively, related to stock options. As of December 31, 2025, the unrecognized stock-based compensation of unvested stock options was $0.8 million, which is expected to be recognized over a weighted-average period of 0.9 years.
Determination of Fair Value
The grant date fair value of stock options granted was calculated via the Black-Scholes option-pricing model using the following weighted average assumptions:
|
|
Years ended December 31, |
||
|
|
2025 |
|
2024 |
Expected term (in years) |
|
N/A |
|
6.13 |
Expected volatility |
|
N/A |
|
61.67% |
Risk-free interest rate |
|
N/A |
|
4.28% |
Dividend yield |
|
N/A |
|
– |
Restricted Stock Units
RSUs are share awards that entitle the holder to receive shares of common stock upon vesting and settlement. RSUs cannot be transferred, and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. RSUs granted generally vest over a four-year period with straight-line vesting in equal amounts
(either in annual or quarterly installments), provided the employee remains continuously employed with the Company. The fair value of an RSU is equal to the closing price of the Company’s common stock on the grant date.
The following table summarizes RSU activity under the 2021 Plan:
|
|
Number of |
|
|
Weighted-Average Grant Date Fair Value Per Share |
|
||
Outstanding, December 31, 2024 |
|
|
4,341,818 |
|
|
$ |
5.6 |
|
Grants |
|
|
3,159,258 |
|
|
|
3.1 |
|
Forfeited/cancelled |
|
|
(1,793,881 |
) |
|
|
4.0 |
|
Vested |
|
|
(1,658,307 |
) |
|
|
5.5 |
|
Outstanding, December 31, 2025 |
|
|
4,048,888 |
|
|
$ |
4.4 |
|
During the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation of $8.6 million and $8.7 million, respectively, related to RSUs. As of December 31, 2025, the unrecognized stock-based compensation associated with unvested RSUs was $13.7 million, which is expected to be recognized over a weighted-average period of 2.4 years.
Employee Stock Purchase Plan
In July 2021, the board of directors and stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP permits participants to purchase shares of common stock at a discount through payroll deductions of up to a specified percentage of their eligible compensation. Shares of common stock are offered during two offering periods annually, each running for nine months, with the first offering period typically beginning in the second quarter, and the second offering period typically beginning in the fourth quarter. The purchase of shares for participants in the ESPP occurs at the conclusion of each offering period.
The Company initially reserved 850,000 shares of common stock for future issuance under the ESPP. This initial reserve is subject to annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031. These annual increases shall be equal to the lesser of (i) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board, subject to certain limitations. Pursuant to the evergreen provision, the initial share reserve was increased by 509,379 and 491,313 shares on January 1, 2025 and 2024, respectively.
As of December 31, 2025 and 2024, there were 1,880,211 shares and 1,631,076 shares of common stock available for issuance under the ESPP.
For the year ended December 31, 2025, participants in the ESPP purchased 260,244 shares for a total of $0.8 million. As of December 31, 2025, the Company has collected payroll withholdings of $0.1 million in the current offering period for the purchase of shares under the ESPP. For the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense associated with the ESPP of $0.4 million and $0.6 million, respectively.
The fair value of shares to be issued under the ESPP was estimated using the Black-Scholes valuation model with the following assumptions for the years ended December 31, 2025 and 2024, respectively:
|
|
Years ended December 31, |
|
||
|
|
2025 |
|
2024 |
|
Expected term (in years) |
|
0.49 - 0.50 |
|
0.49 - 0.50 |
|
Expected volatility |
|
71.55% - 84.10% |
|
72.80% - 197.51% |
|
Risk-free interest rate |
|
3.83% - 4.27% |
|
4.47% - 5.40% |
|
Dividend yield |
|
– |
|
– |
|
Stock-Based Compensation
The following is a summary of stock-based compensation expense by function (in thousands):
|
|
Years Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cost of goods sold |
|
$ |
338 |
|
|
$ |
314 |
|
Research and development |
|
|
1,980 |
|
|
|
2,157 |
|
Selling, general and administrative |
|
|
10,736 |
|
|
|
14,606 |
|
Total stock-based compensation expense |
|
$ |
13,054 |
|
|
$ |
17,077 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Mar 7, 2025 | |
| 2023 | Mar 13, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 24, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.