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.
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
