DEF 14A of Staar Surgical Co
Filed May 4, 2026 · FY20250000718937-26-000015
Director Nominees
Director Nominees
Director Nominees
| | | Director Since | Independ. | Other Public Boards | Board Standing Committees | | | | | Age | | | | Audit | Compensation | Nom/Gov | | Neal C. Bradsher* | 60 | 2026 | Y | 1 | — | — | Chair | | Arthur C. Butcher | 55 | 2024 | Y | 1 | Member | — | — | | Wei Jiang | 62 | 2024 | N | 1 | — | — | — | | Richard T. LeBuhn | 61 | 2026 | Y | — | — | Member | — | | Louis E. Silverman | 67 | 2025 | Y | 2 | — | Chair | Member | | Christopher M. Wang | 55 | 2026 | Y | — | Member | Member | Member | | Lilian Y. Zhou | 43 | 2023 | Y | — | Chair | — | Member | | * Board Chair | | | | | | | |
Director Nominees
In January 2026, we announced several changes to our Board. We expanded the size of the Board from six to seven directors, accepted the resignations of Stephen C. Farrell and Elizabeth Yeu, M.D. from the Board, and we appointed each of Neal C. Bradsher, Richard T. LeBuhn and Christopher M. Wang to the Board.
Director Nominees
| 2026 Proxy Statement | – 1 – | |
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| Compensation Best Practices | • The Compensation Committee utilized an independent compensation consultant, Semler Brossy, to assist with benchmarking and structuring market-based compensation packages to attract and retain our executives. • We have adopted stock ownership guidelines, a clawback policy, and in 2024, we updated our insider trading policy, which implements processes and procedures designed to prevent insider trading violations and prohibits hedging and speculative transactions in STAAR securities. | | Changes to Compensation Program | • In 2025, our annual long-term incentive (“LTI”) award was granted 50% in restricted stock units (“RSUs”) and 50% in performance stock units (“PSUs”). • We redesigned our PSU awards for 2025 to incentivize STAAR executives to drive revenue growth over a three-year performance period, with new vesting and payout terms intended to support executive retention. • We redesigned our annual cash bonus plan for 2025 to include goals for revenue (excluding China, given the 2025 efforts to reduce distributor inventory levels), cost controls, gross profit margin, and strategic objectives. | | Pay-for-Performance | • We believe in pay-for-performance. For 2024, given macroeconomic and other factors, our results fell short of our goals. We funded our annual cash bonus plan at 0% for executives, and PSUs granted in 2024 did not vest and were forfeited. In addition, senior executives did not receive their annual merit increase for 2025, unless they were promoted during 2025. • For 2025, our annual cash bonus plan was funded at 140% based on performance relative to pre-established targets. PSUs granted in 2025 remain subject to future vesting based on performance through December 2027. |
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| 2026 Proxy Statement | – 3 – | |
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ELECTION OF DIRECTORS Proposal No. 1 is for the election of seven directors nominated by the Board. Each of Neal C. Bradsher, Arthur C. Butcher, Wei Jiang, Richard T. LeBuhn, Louis E. Silverman, Christopher M. Wang, and Lilian Y. Zhou currently serve as directors, and each has been nominated for election as a director at the Annual Meeting. Our Board currently consists of seven directors, and the term of service for each of our directors will expire at the Annual Meeting. All of our current directors are standing for election at the Annual Meeting. In January 2026, we announced several changes to our Board. In accordance with the Cooperation Agreement between the Company and Broadwood, Mr. Farrell and Dr. Yeu resigned from the Board, effective January 14, 2026. In addition, effective January 14, 2026, we expanded the size of the Board from six to seven directors, and we appointed to the Board Messrs. Bradsher, LeBuhn and Wang. Pursuant to the Cooperation Agreement, the Board agreed to nominate each of Messrs. Bradsher, LeBuhn and Wang as a candidate for election as a director at the Annual Meeting. The Board nominated for election at the Annual Meeting Messrs. Bradsher, Butcher, Jiang, LeBuhn, Silverman and Wang, and Ms. Zhou. Each of the seven director nominees has been nominated by the Board for election as a director to serve until STAAR’s 2027 Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, removal or retirement. Each of our director nominees has indicated his or her willingness to serve and, unless otherwise instructed, the Proxy holders will vote the proxies received by them for those seven nominees. If a nominee is unable or unwilling to serve as a director at the time of the Annual Meeting or any continuation, postponement or adjournment of the meeting, the proxy holders will vote the proxies for another nominee, if the current Board designates a nominee to fill the vacancy. The qualifications of the individual directors upon which the Board based its nominations are described along with the biography of each nominee below.
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| STAAR’s Board of Directors recommends a vote “FOR” the election of each of the seven director nominees. | |
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| 2026 Proxy Statement | – 4 – | |
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INFORMATION REGARDING DIRECTOR NOMINEES The table below sets forth certain information regarding the seven directors nominated for election, as of May 4, 2026:
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| Director Nominees |
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| | | Director Since | Independ. | Other Public Boards | Board Standing Committees | | | | | Age | | | | Audit | Compensation | Nom/Gov | | Neal C. Bradsher* | 60 | 2026 | Y | 1 | — | — | Chair | | Arthur C. Butcher | 55 | 2024 | Y | 1 | Member | — | — | | Wei Jiang | 62 | 2024 | N | 1 | — | — | — | | Richard T. LeBuhn | 61 | 2026 | Y | — | — | Member | — | | Louis E. Silverman | 67 | 2025 | Y | 2 | — | Chair | Member | | Christopher M. Wang | 55 | 2026 | Y | — | Member | Member | Member | | Lilian Y. Zhou | 43 | 2023 | Y | — | Chair | — | Member | | * Board Chair | | | | | | | |
Director Nominee Skills and Experience
Director Nominee Skills and Experience Each of our seven director nominees’ skills and experiences are summarized in the following table and described more fully in their individual profiles below. Even though a particular skill may not be indicated in the table, our directors often have some level of experience in many of the areas listed.
Director Nominee Skills and Experience
| 2026 Proxy Statement | – 5 – | |
Director Nominee Profiles
Director Nominee Profiles
Director Nominee Profiles
| | Neal C. Bradsher Director since January 2026 Board Chair since January 2026 Age 60 | | Qualifications. The Board appointed Mr. Bradsher as a director in accordance with the Cooperation Agreement with Broadwood. The Board concluded that Mr. Bradsher should serve as a director because of his history as a long-term investor in STAAR through Broadwood, as well as the experience Mr. Bradsher brings to the Board in finance, management and corporate governance attained through his investments in other companies, including companies in the pharmaceutical, biotechnology, medical device, medical diagnostics, health care services and health care information systems sectors. Experience. Mr. Bradsher has been Founder and President of Broadwood Capital, Inc., a private investment firm, since 2002. Mr. Bradsher was a director of Questcor Pharmaceuticals, Inc. (QCOR), from 2004 until Questcor was acquired by Mallinckrodt plc (MNK) in 2014. He has worked with several health care companies to improve their management and governance and has been a member of the board of directors of Lineage Cell Therapeutics, Inc. (f/k/a BioTime, Inc.), since July 2009. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., which is currently the Company’s largest shareholder. Education. Mr. Bradsher earned a B.A. degree in Economics from Yale College and is a Chartered Financial Analyst (CFA). | |
Director Nominee Profiles
| | Arthur C. Butcher Director since March 2024 Age 55 | | Qualifications. The Board concluded that Mr. Butcher should serve as a director because he brings to the Board extensive medical device marketing, strategy and product development experience, including significant business experience in Asia. In addition, the Board believes that it can benefit from Mr. Butcher’s experience and perspective from serving as a member of the Board of Acotec Scientific, a public company listed on the Hong Kong Stock Exchange. Experience. Mr. Butcher currently serves as Executive Vice President and Group President, MedSurg and Asia Pacific for Boston Scientific (NYSE: BSX), a medical device company, a position he has held since May 2022. Prior to his current role, Mr. Butcher served as Boston Scientific’s Executive Vice President and President, Asia Pacific, from February 2020 to May 2022, and was responsible for commercialization of the company’s full portfolio of products across all divisions in the Asia Pacific region. Mr. Butcher joined Boston Scientific in 1997, and he has held management roles with increasing responsibility and has deep experience across the company’s divisions. He serves as a member of the Board of Acotec Scientific Holdings Ltd., listed publicly on the Hong Kong Stock Exchange. Since January 2026, Mr. Butcher has served as a member of the Board and Executive Committee of AdvaMed, the world’s largest medical device trade association. Education. Mr. Butcher earned a B.A. in International Relations from the University of Pennsylvania and an M.B.A. from Columbia University. | |
Director Nominee Profiles
| 2026 Proxy Statement | – 6 – | |
Director Nominee Profiles
| | Wei Jiang Director since March 2024 Age 62 | | Qualifications. The Board concluded that Mr. Jiang should serve as a director because of his more than 25 years of experience in the pharmaceutical and medical device industries, with particular focus in China and the Asia Pacific region. In addition, the Board believes that it can benefit from Mr. Jiang’s other public company board experience. Experience. Mr. Jiang most recently served as Executive Vice President and President, Bayer Pharmaceuticals Region China & APAC, and President, Bayer Group Greater China Region, until his retirement in 2021. Prior to joining Bayer (OTCMKTS: BAYRY) in 2012, he held various senior positions at AstraZeneca (NASDAQ: AZN), culminating in his role as Senior Vice President, China operations. Prior to that, Mr. Jiang served as Managing Director, China operations at Guidant Corporation (NYSE: GDT) and in various roles at Eli Lilly & Company (NYSE: LLY) including Marketing Director, China Operations. Mr. Jiang has served as a member of the Board of Waters Corporation (NYSE: WAT) since 2021, including as a member of its science and technology committee, and has served on the Board of Cordis Corporation, a privately held, global medical device company since 2022. Education. Mr. Jiang earned a B.BA. in business administration from Campbell University in North Carolina and an M.A. in economics from Indiana State University. | |
Director Nominee Profiles
| | Richard T. LeBuhn Director since January 2026 Age 61 | | Qualifications. The Board appointed Mr. LeBuhn as a director in accordance with the Cooperation Agreement with Broadwood. The Board concluded that Mr. LeBuhn should serve as a director because of his history as a long-term investor in STAAR through Broadwood, his extensive experience as an investor in public companies, his extensive financial analyst background, his financial and management expertise, and his ability to provide advice on various matters, including matters pertaining to accounting and corporate governance matters. Experience. Mr. LeBuhn has served as Executive Vice President at Broadwood Capital, Inc., the investment manager of Broadwood Partners, L.P., since July 2017. From June 2006 through June 2017, Mr. LeBuhn was Senior Vice President at Broadwood Capital, Inc. Previously, Mr. LeBuhn was Principal of Broadfield Capital Management, LLC, a private investment firm, from 2005 to 2006, and Vice President of Derchin Management, a private investment firm, from July 2002 to May 2005. Earlier in his career, Mr. LeBuhn founded and was Managing Member of Triple Eight Capital, LLC, an investment analysis and financial advisory firm, was Managing Director of Craig Drill Capital, Inc., a private investment firm, and served as an operating business manager for Chubb and Son, Inc., the property and casualty insurance division of The Chubb Corporation. Mr. LeBuhn served as a director of Comarco, Inc. (OTCMKTS: CMRO) until its dissolution in 2019 and as a director of Asterias Biotherapeutics, Inc. (AMEX: AST) until its merger with BioTime, Inc. in 2019. Education. Mr. LeBuhn earned a B.A. in Economics from St. Lawrence University and an M.B.A. in Finance with Distinction from Columbia University Graduate School of Business. | |
Director Nominee Profiles
| 2026 Proxy Statement | – 7 – | |
Director Nominee Profiles
| | Louis E. Silverman Director since April 2025 Previously served as a Director from 2014-2022 Age 67 | | Qualifications. The Board concluded that Mr. Silverman should serve as a director because he brings to the Board senior executive experience in leadership and corporate strategy from various healthcare technology and services companies. The Board also believes that it can benefit from his public company executive experience and public company board experience, as well as his financial and operating rigor. In addition, as Mr. Silverman previously served as a director from 2014-2022, he is knowledgeable about the Company, its business, and industry. Experience. Mr. Silverman currently serves as the Chair and CEO of Hicuity Health, Inc. (formerly known as Advanced ICU Care, Inc.), a privately held health care services company providing remote patient monitoring services to hospitals, positions he has held since February 2014. From June 2012 through February 2014, Mr. Silverman served as a consultant and board advisor for private equity investors and others regarding health care technology and health care technology service companies, and health care services portfolio investments. From September 2009 through June 2012, Mr. Silverman was CEO of Marina Medical Billing Services, Inc., a revenue cycle management company serving ER physicians nationally. From September 2008 through August 2009, Mr. Silverman served as President and CEO of Qualcomm-backed health care start-up LifeComm. From August 2000 through August 2008, Mr. Silverman served as the President and CEO of Quality Systems, Inc. (NASDAQ: QSII), a developer of medical and dental practice management and patient records software. From 1993 through 2000, he served in multiple positions, including Chief Operations Officer, of CorVel Corporation (NASDAQ: CRVL), a national managed care services/technology company. From 2014 to 2022, Mr. Silverman served as a member of the STAAR Board of Directors. Mr. Silverman has served as a member of the Board of Insight Molecular Diagnostics Inc. (NASDAQ: IMDX) since November 2022. Since March 2025, Mr. Silverman has also served as a member of the Board of Veradigm Inc. (OTCMKTS: MDRX). Education. Mr. Silverman earned a B.A. from Amherst College and an M.B.A. from Harvard Business School. | |
Director Nominee Profiles
| | Christopher M. Wang Director since January 2026 Age 55 | | Qualifications. The Board appointed Mr. Wang as a director in accordance with the Cooperation Agreement with Broadwood. The Board concluded that Mr. Wang should serve as a director because of his history as an investor in STAAR through Yunqi Capital Limited (“Yunqi Capital”), his financial expertise, and his knowledge and experience with investments and businesses in China. Experience. Mr. Wang is the founder of Yunqi Capital and has served as its Chief Investment Officer and portfolio manager since it was established in 2018. Before founding Yunqi Capital, Mr. Wang was a senior investment professional and Co-Portfolio Manager at Owl Creek Asia (Hong Kong) from 2008 to 2017, and prior to that served as General Manager, Corporate Finance Department of China Merchants (Holdings) International Ltd. from 2004 to 2007. Education. Mr. Wang received a B.B.A. in Business Finance from Simon Fraser University. | |
Director Nominee Profiles
| 2026 Proxy Statement | – 8 – | |
Director Nominee Profiles
| | Lilian Y. Zhou Director since December 2023 Age 43 | | Qualifications. The Board concluded that Ms. Zhou should serve as a director based on her extensive experience in capital allocation, corporate finance, and corporate governance spanning more than 20 years. She brings a global investor’s perspective and disciplined capital stewardship, which the Board believes will support its oversight of long-term shareholder value creation. Ms. Zhou also contributes valuable insights into business practices in the Asia-Pacific region. In addition, the Board believes that it can benefit from Ms. Zhou’s experience as a Chartered Financial Analyst. Experience. Ms. Zhou is the Founder and former Chief Investment Officer of Yulan Capital Management, a global investment firm focused on publicly listed companies. From its inception in 2013 through June 2023, she led Yulan’s growth into a globally respected investment franchise with offices in New York and Shanghai and an institutional investor base that included Tiger Management, L.L.C., as well as leading endowments, pension funds, and insurance companies. Prior to founding Yulan, Ms. Zhou held investing and research roles at Citadel, Kelusa Capital (a Tiger Management backed investment firm), and Bear Stearns. She began her career in investment banking at Credit Suisse. Ms. Zhou is also an Adjunct Assistant Professor of Business at Columbia Business School. Education. Ms. Zhou holds dual B.A., Summa Cum Laude, in Economics and Mathematics - Statistics from Columbia University. She also holds an M.B.A. in Finance and General Management from the Wharton School where she graduated as a Palmer Scholar. She is a Chartered Financial Analyst (CFA) Charter holder and received National Association of Corporate Directors (NACD) Directorship certification. | |
Director Nominee Profiles
| 2026 Proxy Statement | – 9 – | |
Director Nominee Profiles
CORPORATE GOVERNANCE We maintain an ongoing and open dialogue with our investors to build relationships and receive feedback on a variety of topics important to them, including governance and operations. The feedback received through our shareholder outreach efforts is communicated to and considered by the Board, and has helped inform our decisions, when appropriate.
Director Nominee Profiles
| Corporate Governance Highlights | | | | | Our Board Chair role is separate from our Chief Executive Officer | Our Board conducts periodic evaluations to improve processes and effectiveness | Our Board has a resignation policy for uncontested elections of directors | Six of our seven director nominees are independent under applicable SEC and Nasdaq rules |
Corporate Governance Guidelines
Corporate Governance Guidelines Our Board maintains Corporate Governance Guidelines to memorialize its governance practices, which serve as a framework within which our Board of Directors and our Board Committees operate. In 2024, the Board conducted a review of its Corporate Governance Guidelines and approved updates to improve clarity and to better align with best practices. These guidelines cover a number of areas, including the role and composition of the Board and Board Committees, functioning of the Board and Board Committees, conflicts of interest, policies, and guidelines, and management oversight, among other things. A copy of our Corporate Governance Guidelines is available on our website at http://staar.com, under “Investors-Governance-Corporate Governance Documents.”
Director Independence
Director Independence Our Corporate Governance Guidelines provide that the Board shall be comprised of a majority of directors who qualify as independent directors under the applicable Nasdaq rules as determined by the Board. Our Board has reviewed its composition, the composition of our Board Committees and the independence of each director. Based upon information provided by each director and upon the recommendation of the Nominating and Governance Committee, our Board has determined that each of directors Neal C. Bradsher, Arthur C. Butcher, Richard T. LeBuhn, Louis E. Silverman, Christopher M. Wang, and Lilian Y. Zhou are independent under Nasdaq rules, and none has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board also previously determined that each of Aimee S. Weisner and Elizabeth Yeu, M.D. was independent during the time each served as a director in 2025. In making these determinations, our Board considered the current and prior relationships that each non-employee director has or had with the Company and all other facts and circumstances our Board deemed relevant in determining their independence. Former Board members Stephen C. Farrell, who served as our CEO from February 2025 to January 2026, and Thomas G. Frinzi, who served as President and CEO from January 2023 to February 2025, were not independent during their service on the Board. In April 2025, Mr. Jiang agreed to serve in a short-term role as a special strategic advisor to our Asia Pacific business. As we compensated Mr. Jiang for his services, he is no longer independent under Nasdaq rules. See “Review of Related Person Transactions.” The Board also determined that each member of the Audit Committee and Compensation Committee meets the heightened independence standards required for such committee members under the applicable Nasdaq rules and SEC rules.
Director Independence
| 2026 Proxy Statement | – 10 – | |
Board Leadership Structure
Board Leadership Structure The Board periodically reviews its leadership structure to evaluate whether the structure remains appropriate for us. In February 2025, in connection with the appointment of Mr. Farrell as CEO to succeed Mr. Frinzi, we separated the roles of the Board Chair and CEO. Dr. Yeu, who had served on our Board since 2021, was elected to serve as Board Chair. In accordance with the Cooperation Agreement with Broadwood, Mr. Farrell and Dr. Yeu resigned from the Board in January 2026. The Board elected Mr. Bradsher to serve as Board Chair effective January 15, 2026. In accordance with our Corporate Governance Guidelines, the Board Chair is the chief steward of the Company’s corporate governance and leads the activities of the Board. The Board believes the current leadership structure provides appropriate leadership and oversight for the Company and serves the best interests of our shareholders at this time. Our Corporate Governance Guidelines provide that, in the event the Board Chair is not an independent director, the independent directors will annually appoint from amongst themselves a Lead Independent Director with such responsibilities as the Board shall determine from time to time. From January 2023 until February 2025, Mr. Farrell served as Lead Independent Director. Since then, the Board has not had a Lead Independent Director.
Evaluation of Board Effectiveness
Evaluation of Board Effectiveness The Board, under the direction of the Nominating and Governance Committee, periodically conducts a self-evaluation and assessment process. The Board believes that a self-evaluation process is an important component of strong corporate governance practices that promote ongoing Board effectiveness. The evaluation is intended to provide each director with an opportunity to evaluate performance for the purpose of improving Board and Board Committee processes and effectiveness and for the Board to assess Board and Board Committee composition and leadership. The evaluation process seeks input and feedback from directors on key areas of Board practice, and allows each director to evaluate how well our Board and Board Committees operate and to make suggestions for improvements. These key areas include Board composition and director participation, meeting procedures, materials and format, allocation and delegation of responsibilities among our Board and its committees and adequacy and availability of resources. The Board considered feedback from its 2024-2025 self-evaluation in making decisions related to Board and Board Committee composition and leadership and Board processes and procedures in 2025. Given the Company’s pending merger with Alcon, which was terminated in January 2026, the Board did not conduct a 2025-2026 self-evaluation.
Director Resignation Policy for Uncontested Election of Directors
Director Resignation Policy for Uncontested Election of Directors In an uncontested election of directors (i.e., an election where the number of nominees for election does not exceed the number of directors to be elected), any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to the Board of Directors following certification of the election results. If any such director tenders his or her resignation, within 60 days following the certification of the election results, the Board (excluding the director in question) will decide, through a process managed by the Nominating and Governance Committee of the Board, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board, the Board of Directors shall accept the resignation. The Board will promptly disclose its decision to accept or reject the tendered resignation and the rationale behind it. For additional details, the Director Resignation Policy is published on our website, at http://staar.com, under “Investors-Governance-Corporate Governance Documents.”
Director Resignation Policy for Uncontested Election of Directors
| 2026 Proxy Statement | – 11 – | |
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of director, CEO or senior executive compensation. During 2024, the Compensation Committee conducted a request for proposal process for its independent compensation consultant. Following a diligent search process, the Committee engaged Semler Brossy to assist with benchmarking and structuring market-based compensation packages to attract and retain our executives. The Compensation Committee assessed the independence of Semler Brossy considering the factors set forth in applicable SEC and Nasdaq rules and has concluded no conflicts of interest were raised by the work performed for the Compensation Committee. In 2025, Semler Brossy’s services included a review of the Company’s compensation program concerning the CEO and other members of management. In addition, Semler Brossy assisted with compensation matters in 2025 related to the hiring of Mr. Farrell as CEO and the hiring of Ms. Andrews as CFO, as well as compensation matters related to management promotions and retention. Semler Brossy also provided benchmark data and recommendations, including updates to the peer group for the Company’s 2025 compensation program, and assisted with the Company’s analysis of performance-based compensation and the structure for the annual bonus plan and the Company’s PSUs.
Shareholder Communications with Directors
| Non-Employee Director Compensation Program | | | Annual Cash Retainers | | | Board Member Base Annual Cash Retainer | $50,000 | | Audit Committee Chair Additional Retainer | $15,000 | | Compensation Committee Chair Additional Retainer | $15,000 | | Nominating and Governance Committee Chair Additional Retainer | $15,000 | | Members of the Audit Committee, Compensation Committee, or Nominating and Governance Committee Additional Retainer | $10,000 | | Board Chair and/or Lead Independent Director Additional Retainer | $40,000 |
Shareholder Communications with Directors
| Annual Equity Awards | | | Board Member Annual Equity Grant | $180,000 |
Shareholder Communications with Directors
Director Retainers and Equity Awards The cash retainers shown above are consistent with the cash compensation program approved by shareholders at the 2019 Annual Meeting. The annual equity grant shown above is consistent with the program approved by shareholders at the 2022 Annual Meeting. The annual non-employee director equity award was granted on the date of the annual meeting of shareholders, with a fair market value of $180,000 on the date of grant. That annual award vests in full on the earlier of the first anniversary of the grant date or the date of the next annual meeting of shareholders to elect directors. Each non-employee director chose the form of equity he or she received (stock options, restricted stock, or a combination thereof) based on a Black-Scholes value of stock options or the fair value of restricted stock on the date of grant. When new non-employee directors join the Board, they were granted a director equity award at the start of their Board service that is pro-rated based on the length of the remaining director term. In 2025, the annual non-employee director awards were granted on June 18, 2025, to our directors serving on the Board on such date. These awards are scheduled to vest in full on June 18, 2026. Equity awards to non-employee directors are granted pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended (referred to herein as the Plan). Under the Plan, the total grant date fair value of equity awards granted to a non-employee director during any calendar year in respect of the director’s Board service, taken together with any cash director fees paid to the non-employee director during such calendar year (including service as a member or chair of any committees of the Board), may not exceed $500,000. In addition to the annual non-employee director awards, in 2025, we also granted Ms. Zhou stock options in connection with her service as Chair of the newly created Capital Stewardship Committee. These stock options, with a fair market value of $40,000, were granted on June 25, 2025, subject to vesting as to one quarter of the shares subject to the award on each of September 25, 2025, December 25, 2025, March 25, 2026, and June 25, 2026. In addition, we granted Mr. Jiang RSUs in connection with his service as a special strategic advisor to the Company's Asia Pacific business through the end of fiscal 2025, in the temporary role of Chief of APAC Strategy. As noted previously, Mr. Jiang has decades of significant and substantive China business and operational experience, and most recently served as Executive Vice
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–– Compensation of Directors –– President and President, Bayer Pharmaceuticals Region China & APAC and President, Bayer Group Greater China Region, until his retirement in 2021. During his tenure on our Board, Mr. Jiang has worked closely with our Asia Pacific team to understand the challenges and opportunities in this key region for STAAR. He was engaged as a strategic advisor, as the Board believed that Mr. Jiang’s knowledge of our Company, business, strategy, and people, combined with his history of success in leadership roles at large multinational pharmaceutical companies in China, make him well suited for this role. As compensation for such service, he was granted an RSU award, with a fair market value of $1,275,000 on May 12, 2025, subject to vesting as to one third of the shares subject to the award on each of August 12, 2025, November 12, 2025, and January 12, 2026. 2025 Director Compensation The table below summarizes the fiscal 2025 compensation of each director that served as a non-employee director during 2025, including fees earned or paid in cash, Option Awards, and Stock Awards.
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| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Arthur C. Butcher | 63,393 | 90,005(3) | 89,996(3) | — | 243,394 | | Wei Jiang | 58,036 | — | 180,009(4) | 1,298,002 | 1,536,047 | | Louis E. Silverman(5) | 47,500 | 27,278(6) | 180,009(6) | — | 254,787 | | Aimee S. Weisner(7) | 31,799 | — | — | — | 31,799 | | Elizabeth Yeu, M.D. | 113,585 | 90,005(8) | 89,996(8) | — | 293,586 | | Lilian Y. Zhou | 80,962 | 220,009(9) | — | 147,600 | 448,571 |
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(1) Dollar amounts in the Option Awards and Stock Awards columns reflect the grant date fair value of equity awards granted during fiscal year 2025, calculated in accordance with Financial Accounting Standards Board Codification Topic 718 (“FASB ASC Topic 718”). The fair value of each Option Award was estimated using a Black-Scholes option valuation model. The fair value of each Stock Award, which reflect grants of RSUs, was based on the closing price of our common stock on the grant date. Assumptions used in these calculations are included in Note 12 to the audited consolidated financial statements for the fiscal year ended January 2, 2026, included in STAAR’s Annual Report on Form 10-K. The grant date fair value was $20.27, $16.85 and $16.72 for awards granted on May 12, 2025, June 18, 2025 and June 25, 2025, respectively. (2) Represents (i) a reimbursement of legal fees incurred in 2025 in connection with Mr. Jiang’s and Ms. Zhou’s service as a director of the Company and (ii) for Mr. Jiang, an award of 62,901 RSUs granted to him on May 12, 2025, with a fair market value of $1,275,000, in connection with his engagement as a special strategic advisor to the Company’s Asia Pacific business through the end of fiscal 2025 in the temporary role of Chief of APAC Strategy. (3) Represents (i) an award of 5,341 RSUs and (ii) an award of an option to purchase 9,708 shares of common stock, each granted on June 18, 2025. As of the end of fiscal year 2025, the aggregate number of RSUs and option awards outstanding for Mr. Butcher were 5,341 and 14,881, respectively. (4) Represents (i) an award of 62,901 RSUs granted on May 12, 2025 and (ii) an award of 10,683 RSUs granted on June 18, 2025. As of the end of fiscal year 2025, the aggregate number of RSUs and option awards outstanding for Mr. Jiang were 32,711 (of which 1,061 have been deferred) and 4,010, respectively. (5) On April 24, 2025, Mr. Silverman was elected to the Board. We granted Mr. Silverman an option to purchase 2,440 shares of common stock on May 12, 2025, which represented the annual Board award pro-rated for the remaining portion of the 2024-2025 term. (6) Represents (i) an award of an option to purchase 2,440 shares of common stock, granted on May 12, 2025 and (ii) an award of 10,683 RSUs granted on June 18, 2025. As of the end of fiscal year 2025, the aggregate number of RSUs and option awards outstanding for Mr. Silverman were 10,683 and 2,440, respectively. (7) Ms. Weisner did not stand for re-election at the 2025 Annual Meeting, and her term as director ended on June 18, 2025. Accordingly, Ms. Weisner did not receive Option Awards or Stock Awards in 2025. (8) Represents (i) an award of 5,341 RSUs and (ii) an option to purchase up to 9,708 shares of common stock, each granted on June 18, 2025. As of the end of fiscal year 2025, the aggregate number of RSUs and option awards outstanding for Dr. Yeu were 5,341 and 28,809, respectively. Represents (i) an option to purchase up to 19,415 shares of common stock granted on June 18, 2025 and (ii) an option to purchase up to 4,363 shares of common stock granted on June 25, 2025. As of the end of fiscal year 2025, the aggregate number of option awards outstanding for Ms. Zhou were 30,474.
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| 2026 Proxy Statement | – 21 – | |
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INFORMATION REGARDING EXECUTIVE OFFICERS The table below sets forth certain information regarding our executive officers as of May 4, 2026:
–– Compensation of Directors ––
| Executive Officers | | | | Executive | Age | Position | | Warren Foust | 50 | Interim Co-CEO, President and Chief Operating Officer | | Deborah Andrews | 68 | Interim Co-CEO and Chief Financial Officer | | Magda Michna, PhD | 50 | Chief Development Officer |
–– Compensation of Directors ––
| | Warren Foust Interim Co-CEO President and Chief Operating Officer Age 50 | | Effective February 1, 2026, Mr. Foust was appointed Interim Co-CEO, to serve alongside Ms. Andrews, while the Company conducts a global search for its next CEO. Mr. Foust also serves as the Company’s President and Chief Operating Officer. Mr. Foust joined STAAR in April 2023 as Chief Operating Officer. In March 2025, Mr. Foust was promoted to the expanded role of President and Chief Operating Officer. In this role, Mr. Foust oversees STAAR’s sales, marketing, manufacturing and operations functions, and the Company’s Chief Medical Officer, and Chief Development Officer report to Mr. Foust. Prior to joining STAAR, Mr. Foust served as Worldwide President, Johnson & Johnson Vision, Surgical, since December 2019. Prior to Johnson & Johnson Vision, Surgical, he served as Worldwide President of Mentor, a leading breast reconstruction and aesthetics business unit of Johnson & Johnson from 2018 to 2019, and Vice President, U.S. Sales and Marketing from 2015 to 2018. Prior to Mentor, Mr. Foust held various sales leadership roles at DePuy Synthes, also a company of Johnson & Johnson. He started his career at Roche Pharmaceuticals as a sales representative in 1999. Mr. Foust holds a Master’s Degree of Marketing and bachelor’s degree from the University of Alabama. | |
–– Compensation of Directors ––
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Executive Summary: Fiscal 2025 Talent and Compensation Actions
We also engaged with shareholders as we sought to demonstrate our commitment to corporate governance and paying for performance. With our challenging 2024 financial results, we did not achieve the minimum performance thresholds for the 2024 annual bonus plan or the performance stock units (“PSUs”) granted in 2024 to our executives. For 2025, we implemented revised pay programs that we believed demonstrated our strong commitment to paying for performance. Our compensation actions for 2025 included a redesign of our annual cash bonus plan to drive alignment and achievement of financial and strategic goals. In addition, in 2025, we did not include stock options from our annual long-term incentive (“LTI”) award, which was granted 50% in restricted stock units (“RSUs”) and 50% in PSUs. Further, we redesigned our PSU awards for 2025 to incentivize STAAR executives to drive revenue growth over a three-year performance period, with new vesting and payout terms intended to support executive retention. For 2025, our annual cash bonus plan was funded at 140% based on performance relative to pre-established targets. PSUs granted in 2025 remain subject to future vesting based on performance through December 2027. The table below summarizes key talent actions taken in 2025:
Executive Summary: Fiscal 2025 Talent and Compensation Actions
| Compensation Actions | | • Established new incentive programs: | | ▪ Annual cash bonus program includes goals for revenue, cost controls, gross profit margin, and strategic measures | | ▪ Equity awards granted to executives in a mix of 50% PSUs and 50% RSUs | | ▪ PSUs granted subject to achievement of multi-year revenue growth, with new vesting and payout terms intended to support executive retention | | • Used this performance-oriented pay approach to establish a compensation package for our new CEO, Stephen C. Farrell | | • Senior executives did not receive an annual merit increase in 2025, unless they were promoted during 2025 |
Say-on-Pay Results, Shareholder Engagement and Actions Taken
The Company regularly interacts with shareholders throughout the year to discuss our financial results and to offer an opportunity for shareholders to provide their input and feedback, including related to corporate governance matters and executive compensation. Our shareholders expressed concerns about the size and form of the sign-on equity award for Mr. Frinzi when he was hired as our CEO in 2023, prior use of discretion in determining bonus and PSU payout levels, less than a majority of LTI awards being in the form of performance-based awards, and PSUs that duplicate the annual bonus metric and only measure one year of performance. Our compensation actions for 2025 directly reflect feedback received from shareholders, including: • our annual LTI award for 2025, which was granted 50% in RSUs and 50% in PSUs; • adopting a new PSU program for 2025 that measures revenue growth over a three-year period, with new vesting and payout terms intended to support executive retention; • structuring our annual cash bonus program for 2025 to include goals for revenue, cost controls, gross profit margin, and strategic measures and not using discretion to determine payout levels; and • applying the same pay for performance standards in the pay program for Mr. Farrell when he was appointed our CEO in 2025. Compensation Program Philosophy and Process We seek to apply the core principles of our compensation philosophy in all pay actions, including:
Say-on-Pay Results, Shareholder Engagement and Actions Taken
Our Board and Compensation Committee have sought to establish a compensation program that incentivizes and rewards our management team for achieving or exceeding corporate financial and non-financial goals and also individual objectives. During 2024, the Committee conducted a request for proposal process for its independent compensation consultant. Following a search process, the Committee engaged Semler Brossy in August 2024 to assist with benchmarking and structuring market-based compensation packages to attract and retain our executives. The Committee assessed the independence of Semler Brossy considering the factors set forth in applicable SEC and Nasdaq rules and concluded no conflicts of interest were raised by the work performed by Semler Brossy for the Committee. For 2025, Semler Brossy’s services included a review of the Company’s compensation program concerning the CEO and other members of management. In addition, Semler Brossy assisted with compensation matters in 2025 related to the hiring of Mr. Farrell as CEO and the hiring of Ms. Andrews as CFO, as well as compensation matters related to management promotions and retention. Semler Brossy also provided benchmark data and recommendations, including updates to the peer group for the Company’s 2025 compensation program, and assisted with the Company’s analysis of performance-based compensation and the structure for the annual bonus plan and the Company’s PSUs.
Say-on-Pay Results, Shareholder Engagement and Actions Taken
The Committee and management periodically review the Radford Global Life Sciences Surveys, as well as benchmark compensation data regarding our peer group. This data is used to assess the general competitiveness of our recruiting and compensation programs, and to assist the Committee and the Board in making compensation decisions. In October 2024, based on the recommendation of Semler Brossy, the Committee approved changes to the Company’s peer group for benchmarking executive pay levels. Four companies included in the 2024 peer group were removed due to their pending and/or completed acquisition. The criteria used to establish the peer group prioritized similar companies with similar revenue and market capitalization. In addition, the Committee approved the removal of four peers that were not aligned with the Company’s revenue and market capitalization and the addition of six companies with similar business, financial, and valuation profiles relative to STAAR, as follows:
Cash Bonuses
Cash Bonuses A material element of compensation for our NEOs is the opportunity to earn an annual performance-based cash bonus, with payout determined based on achievement of specific corporate financial objectives. The Committee reviews, considers and approves bonus targets for NEOs based on market data and also considers changes in the scope of responsibility and overall performance of NEOs when establishing targets. The Committee generally approves bonus targets for each NEO as a percentage of base salary in the first quarter of each year, and it establishes performance measures and targets for funding of the overall bonus plan.
Cash Bonuses
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Cash Bonuses
Based on the input of the Committee and Semler Brossy, the Board approved a bonus target for Mr. Farrell of 100% of his base salary. For 2025, bonus targets as a percentage of base salary for each of Messrs. Foust and Sisitsky and Dr. Michna were not changed from 2024. The table below reflects base salary rate and target bonus amounts for each NEO in 2025:
Cash Bonuses
| Named Executive Officer(1) | Base Salary ($) | Target Bonus Amount ($) | Target Bonus Percentage(2) | | Stephen C. Farrell | 725,000 | 725,000 | 100% | | Deborah Andrews | 495,000 | 272,250(3) | 55% | | Warren Foust | 600,000 | 420,000 | 70% | | Magda Michna | 523,000 | 261,500 | 50% | | Nathaniel Sisitsky | 495,000 | 272,250 | 55% |
Cash Bonuses
(1) Mr. Frinzi and Mr. Williams are not included as their employment was terminated in February 2025 and March 2025, respectively, and they were not eligible for a 2025 bonus payment. (2) Reflects value of bonus as a percentage of base salary, assuming bonus is paid at 100% of target. There is no minimum or maximum bonus potential for each executive, and the overall bonus pool is capped at 200% of target. (3) Reflects target bonus amount for Ms. Andrews based on her full year base salary rate. Ms. Andrews was hired as CFO on June 25, 2025, but it was determined that her bonus would not be prorated to maintain parity across the executive team. The Committee is responsible for determining the level of funding for the bonus pool based on the Company’s financial results and performance against the pre-established performance measures for the annual bonus plan. The Committee approves the individual bonus payments to the NEOs. For the bonus payout to the CEO, the Committee makes a recommendation to the Board, which is then subject to Board approval. Performance is generally considered based on NEOs’ achievement of goals and objectives for year. The Committee also considers the overall performance of the Company and collective contributions of the NEOs when determining bonus payouts. Annual Bonus Awards. For fiscal 2025, the Board approved a revised annual bonus plan framework that included financial targets and strategic objectives. In 2024, the annual bonus plan included only financial targets, with bonus funding based on the extent to which STAAR met or exceeded specific targets for revenue and Adjusted EBITDA per share. The Company fell short of the minimum thresholds for revenue and Adjusted EBITDA per share, and based on our results, the Committee determined to fund the bonus pool at 0% for our executives for 2024 and no bonuses were paid to our NEOs under the 2024 bonus plan. With the challenges experienced in fiscal 2024, shareholder feedback on paying for performance, and new leadership, STAAR implemented changes to the annual cash bonus program for 2025. The 2025 bonus plan (the “2025 Bonus Plan”) was weighted 75% to financial targets for (i) revenue (excluding China) (weighted at 25%), (ii) selling, general and administrative (“SG&A”) cost controls (40%), and (iii) gross profit margin (10%). The 2025 Bonus Plan was weighted 25% to strategic objectives, including goals related to the U.S. market (achievement was 75%), China market (100% achievement), and research and development efforts (79% achievement). The Company established the revenue metric excluding China, as revenue from China was expected to be minimal in the first half of the year while distributors worked through excess inventory that had accumulated due to unforeseen macroeconomic conditions. Focusing on revenue ex-China provided a basis to measure the underlying commercial growth of the rest of the business. For each target, the 2025 Bonus Plan established a threshold, target, and maximum, with potential performance between 0%-200%. If Company performance failed to achieve the threshold for a target, that target would be earned at 0%. For performance at or above the maximum, a target would be earned as to 200%.
Cash Bonuses
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Cash Bonuses
The table below reflects the 2025 Annual Bonus framework for financial targets (dollars in thousands):
Cash Bonuses
| Financial Target Category | Threshold | Target | Maximum | Actual | Achievement Percentage | | Revenue excluding China | $151,600 | $165,000 | $175,000 | $161,661 | 75% | | SG&A cost control | $298,000 | $240,000 | $220,000 | $216,218 | 200% | | Gross profit margin | 70.00% | 72.50% | 75.00% | 76.20% | 200% |
Cash Bonuses
The Committee assessed the Company’s performance relative to the financial targets and concluded that the Company delivered revenue (excluding China) between threshold and target, and delivered cost controls and gross profit margin in excess of the maximum set for each. Based on the Company’s financial overperformance in the aggregate, the calculated payout for the portion of the 2025 Bonus Plan based on financial targets was 119% (relative to the 75% weighting for achievement of financial targets). The Committee also assessed the Company’s performance relative to the 2025 Bonus Plan strategic goals and approved the payout for the portion of the 2025 Bonus Plan based on strategic goals at 21% (relative to the 25% weighting for achievement of strategic goals). Accordingly, the Committee approved an overall funding level for the 2025 Bonus Plan at 135%, with the exception of Mr. Sisitsky for the reasons described below. The Company typically pays the annual bonus in March of each year in connection with the annual compensation planning process, and bonus payments pursuant to the 2025 Bonus Plan were paid on March 13, 2026. Mr. Foust, Ms. Andrews and Dr. Michna each received a bonus payment under the 2025 Bonus Plan equal to 135% of their target bonus amount, as approved by the Board. Although Ms. Andrews was hired as CFO on June 25, 2025, she served as Interim CFO since March 2025, and so she received the full 135% of her target bonus amount in line with other executive team members. Mr. Farrell did not receive a 2025 Bonus Plan payment. In connection with Mr. Farrell’s termination of employment as CEO, Mr. Farrell entered into a separation agreement with the Company, effective January 14, 2026, as discussed further below. The agreement provided, among other things, that Mr. Farrell would not be entitled to receive an annual bonus payment for fiscal 2025. Mr. Sisitsky received a bonus payment equal to 140% of his target bonus amount as was set forth in his separation agreement with the Company, effective February 4, 2026. The table below reflects the bonus amount paid to each NEO under the 2025 Bonus Plan:
Cash Bonuses
| Named Executive Officer(1) | Target Bonus Amount ($) | 2025 Earned Bonus Payment ($) | Bonus Payment as a Percent of Target Bonus | | Stephen C. Farrell(2) | 725,000 | — | — | | Deborah Andrews(3) | 272,250 | 367,538 | 135.0% | | Warren Foust | 420,000 | 567,000 | 135.0% | | Magda Michna | 261,500 | 353,025 | 135.0% | | Nathaniel Sisitsky(4) | 272,250 | 381,150 | 140.0% |
Cash Bonuses
(1) Mr. Frinzi and Mr. Williams are not included as their employment was terminated in February 2025 and March 2025, respectively, and they were not eligible for a 2025 bonus payment. (2) In accordance with Mr. Farrell’s separation agreement, effective January 14, 2026, he did not receive a 2025 bonus payment. (3) Reflects target bonus amount for Ms. Andrews based on her full year base salary rate. In accordance with Mr. Sisitsky’s separation agreement, effective February 4, 2026, he received a 2025 bonus payment of 140% of his target bonus.
Cash Bonuses
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Cash Bonuses
Other Bonus Awards. From time to time, the Committee approves the grant of one-time bonus awards for our executives as sign-on bonus awards, or in connection with special projects, significant accomplishments, promotions, and for retention. In March 2025, the Board approved cash recognition and retention awards to certain members of management, including Messrs. Foust and Sisitsky. Mr. Foust and Mr. Sisitsky received cash recognition and retention awards in the amount of $500,000 and $150,000, respectively. The awards were structured such that 50% of the award was paid in March 2025, with the remaining 50% payable in March 2026. The second installment was paid per the terms of the original retention award.
Long-Term Equity Compensation
Long-Term Equity Compensation The Committee believes that equity-based LTI awards serve to align the interests of the executive officers with the interests of our shareholders. LTI awards may be granted in the form of stock options, restricted shares, RSUs, PSUs, or other types of equity or equity-linked compensation. With the challenges experienced in fiscal 2024, shareholder feedback on paying for performance, and new leadership, STAAR implemented changes to the annual LTI program for 2025. For 2025, the annual LTI award granted a mix of 50% PSUs and 50% RSUs. We also adopted a new PSU program that measures revenue achievement over a three-year period, with new vesting and payout terms intended to support executive retention, as discussed further below. STAAR’s Amended and Restated Omnibus Equity Incentive Plan, as amended (the “Plan”) establishes terms for, and provides for the grant and administration of, the Company’s LTI awards, including: • Stock Options. When STAAR grants stock options, the exercise price is the closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant. Under the Plan, STAAR may not grant stock options with an exercise price below the fair market value of its common stock on the date of grant. STAAR does not grant stock options with a so-called “reload” feature. When STAAR grants stock options, they typically vest over a three-year period, with one-third of the shares subject to the award vesting on the first anniversary of the date of grant and the remaining two-thirds vesting monthly over the next 24 months. Stock options have a ten-year life. When STAAR grants stock options, the number of shares subject to the option award is determined using the Black-Scholes value on the date of grant. • Restricted Stock Units. RSUs represent the right to receive shares of the Company’s common stock in the future. RSUs are time-based awards that vest subject to continued service with the Company. When STAAR grants RSUs, they typically vest ratably over a three-year period, with one-third of the shares subject to the award vesting annually commencing on the first anniversary of the date of grant. The number of shares subject to an RSU award is determined using the market value of the Company’s common stock on the date of grant. • Performance Stock Units. PSUs represent the right to receive shares of the Company’s common stock in the future, which vest subject to the achievement of pre-established performance criteria. PSUs are granted based on a target number of shares and can pay out below or above target based on the level of achievement. PSUs will only vest if the Company meets or exceeds the metrics established for the performance criteria for such awards. The number of shares subject to a PSU award is determined using the market value of the Company’s common stock on the date of grant, assuming the award vests at target. STAAR typically grants executive officers LTI awards in connection with their hiring and then annually thereafter as part of the Company’s annual LTI program. From time to time, the Company may also grant LTI awards in connection with special projects, significant accomplishments, promotions, and for retention. In determining the size of LTI awards for our executives, the Committee considers recommendations of the CEO, peer group data, individual performance, and level of responsibility in the Company. For the CEO’s LTI award, the Committee and Board consider Company and individual performance as well as peer group data.
Long-Term Equity Compensation
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Long-Term Equity Compensation
The Committee generally approves an annual grant of LTI awards for each NEO in the first quarter of each year, determined as a percentage of the NEO’s base salary. The Committee also considers and approves the structure of our LTI program, including the types of awards to be granted, the mix of awards, as well as award terms. As part of the Company’s cost control efforts, the Committee approved a smaller budget for its LTI program for 2025, and overall, the Company took steps to reduce the value of individual LTI awards. For new hires, including Mr. Farrell and Ms. Andrews, the Committee granted LTI awards with values lower than each of their predecessors and at a lower percentile relative to the peer group. Further, annual LTI award values to management for 2025, including Messrs. Foust and Sisitsky and Dr. Michna, were lower than in 2024. 2025 New Hire Awards. In 2025, the Committee responded to market trends and feedback by reducing executive compensation for new hires. When Mr. Farrell was hired as our CEO effective February 26, 2025, we granted Mr. Farrell LTI awards with a grant date value of $6.8 million, granted 50% in RSUs and 50% in PSUs. We did not grant Mr. Farrell additional LTI awards in connection with our annual compensation process in March 2025. Accordingly, his sign-on LTI awards also served as his annual LTI for 2025. When Ms. Andrews was hired as our CFO effective June 25, 2025, we granted Ms. Andrews LTI awards with a grant date value of $1.4 million, granted 50% in RSUs and 50% in PSUs. 2025 Promotion Awards. In connection with leadership changes in March 2025, which included management departures and a re-alignment of roles and reporting structures following the hiring of Mr. Farrell as CEO, each of Messrs. Foust and Sisitsky and Dr. Michna were promoted and assumed additional responsibilities. The Committee approved a one-time LTI award for Mr. Foust in March 2025 in connection with his promotion to the expanded role of President and Chief Operating Officer, with a grant value of $1.0 million, granted 50% in RSUs and 50% in PSUs. In addition, the Committee approved a one-time LTI award for each of Dr. Michna and Mr. Sisitsky in March 2025 with a grant value of $300,000, granted 50% in RSUs and 50% in PSUs, in connection with their promotions to the roles of Chief Development Officer and Chief Legal Officer, respectively. Changes to PSU Program for 2025. In 2025, the Committee approved a number of changes to the Company’s PSU program. The Company’s PSU program for years 2022, 2023 and 2024 delivered mixed results, and the Committee worked with Semler Brossy to restructure the PSU program for 2025. The Company failed to achieve the pre-established performance targets for the PSU awards granted in March 2023 and March 2024, and accordingly, these awards terminated unvested and were forfeited by Company executives. The underlying targets for PSU awards granted in March 2022 were achieved at 85% based on 2022 performance, and accordingly, these awards vested as to one third of the shares subject thereto (at 85% of target) in March 2023, 2024, and 2025. Mr. Williams was the only NEO with a March 2022 PSU award, and 2,614 shares subject to his March 2022 PSU award vested in March 2025. The restructured PSU program for 2025 was designed to incentivize growth over a multi-year period. Under the new PSU program, performance is measured based on the Company’s trailing four-quarter revenue through the end of fiscal 2027. The PSUs were granted based on a target number of shares and can be earned between 0-200% of target based on Company performance. The PSUs were structured into five tranches, each with different targets for trailing four-quarter U.S. GAAP revenue. Trailing four-quarter U.S. GAAP revenue is measured as of the end of each financial quarter, commencing with the fourth quarter of fiscal 2025 and continuing through the fourth quarter of fiscal 2027. If none of the targets are achieved as of the end of fiscal 2027, the PSUs will not be earned and be forfeited. If the first three targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 100% of target. If all five targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 200% of target. To provide an additional retentive benefit, the PSU terms provide that, if a tranche is earned based on trailing four-quarter revenue as of the end of a financial quarter, the shares subject thereto will vest in two installments. The first installment, representing 50% of the shares subject to the PSU, will vest either (i) on the 15th calendar day of either the second month following the end of such financial quarter, if such quarter is the first, second or third financial quarter of a fiscal year, as applicable; or (ii) the third month following the end of the fourth financial quarter of a fiscal year (each such date, a “Vesting Date”). The second installment, representing the remaining 50% of the shares subject to the PSU, will vest on the
Long-Term Equity Compensation
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Long-Term Equity Compensation
one-year anniversary of the applicable Vesting Date, provided that, all earned PSUs, to the extent not previously vested, shall become vested on March 15, 2028, subject to the recipient’s continued service with the Company through such date. The Company assessed PSU performance as of the end of the fourth quarter ended January 2, 2026, and as of such date, the Company had not yet hit any of the targets for the PSUs. Under the restructured PSU program for 2025, the PSUs will continue to remain outstanding through the remainder of the performance period, and can still be earned by the Company’s executives in accordance with the terms thereof. The table below reflects the grant date value of 2025 new hire and annual equity awards granted to each NEO, including the number of shares subject to each award:
Long-Term Equity Compensation
| Named Executive Officer(1) | Grant Date | Grant Date Fair Value of Equity Award ($)(2) | Restricted Stock Units(3) | Performance Stock Units(4) | | Stephen C. Farrell | February 26, 2025 | 6,836,000 | 200,000 | 200,000 | | Deborah Andrews | June 25, 2025 | 1,400,016 | 41,867 | 41,866 | | Warren Foust | March 14, 2025 | 2,000,000 | 58,651 | 58,651 | | Magda Michna | March 14, 2025 | 1,500,024 | 43,989 | 43,989 | | Nathaniel Sisitsky | March 14, 2025 | 1,500,024 | 43,989 | 43,989 |
Long-Term Equity Compensation
(1) Mr. Frinzi and Mr. Williams are not included as their employment was terminated in February 2025 and March 2025, respectively, and they did not receive 2025 annual LTI awards. (2) Dollar amounts reflect the aggregate grant date fair value with respect to RSUs and PSUs. The fair value of each RSU and PSU was based on the closing price of our common stock on the date of grant. (3) RSUs have a three-year vesting schedule, with one-third of the shares subject to the award vesting annually commencing on the first anniversary of the date of grant, subject to continued service through each vesting date. (4) Reflects shares subject to PSUs at 100% of target. As discussed above, the PSUs were granted with a potential payout range of 0%-200% of target up to five tranches based on the Company’s financial performance relative to revenue performance targets during the performance period ending December 31, 2027. The 2025 PSUs have not yet vested as revenue performance targets were not met in fiscal 2025. The table below reflects the one-time 2025 equity awards granted to each of Messrs. Foust and Sisitsky and Dr. Michna on March 14, 2025, in connection with their promotions, as discussed above, including the grant value and number of shares subject to each award:
Long-Term Equity Compensation
| Named Executive Officer | Grant Date Fair Value of Equity Award ($)(1) | Restricted Stock Units(2) | Performance Stock Units(3) | | Warren Foust | 1,000,016 | 29,326 | 29,326 | | Magda Michna | 300,012 | 8,798 | 8,798 | | Nathaniel Sisitsky | 300,012 | 8,798 | 8,798 |
Long-Term Equity Compensation
(1) Dollar amounts reflect the aggregate grant date fair value with respect to RSUs and PSUs. The fair value of each RSU and PSU was based on the closing price of our common stock on the date of grant. With respect to PSUs, reflects grant date value based on shares subject to PSUs at 100% of target. (2) RSUs have a three-year vesting schedule, with one-third of the shares subject to the award vesting annually commencing on the first anniversary of the date of grant, subject to continued service through each vesting date. Reflects shares subject to PSUs at 100% of target. As discussed above, the PSUs were granted with a potential payout range of 0%-200% of target up to five tranches based on the Company’s financial performance relative to revenue performance targets during the performance period ending December 31, 2027. The 2025 PSUs have not yet vested as revenue performance targets were not met in fiscal 2025.
Long-Term Equity Compensation
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Long-Term Equity Compensation
Change-in-Control and Other Benefits
Change-in-Control Benefits
Change-in-Control Benefits Our named executive officers will receive certain cash severance and other benefits from STAAR or a successor company if they experience a qualifying termination following a change in control of STAAR. Payments and benefits of this nature are often termed “double trigger” change-in-control benefits. In addition, the Plan provides that, if STAAR has a change in control, unvested equity-based awards will vest immediately unless the surviving company assumes or replaces the awards. STAAR provides these benefits to help it compete with larger, better-capitalized companies in attracting employees. STAAR also recognizes the retention value of equity-based awards. Change-in-control benefits are intended to do the following: • Reinforce the alignment of employee interest with shareholder interests; and • Encourage employees to remain with STAAR despite uncertainties while a transaction is under consideration or pending by assuring them that, if they are terminated as a result of a change in control, they will receive continued pay and benefits to cover the disruption in employment. The specific change-in-control benefits to which each named executive officer is entitled are discussed below under “Compensation Letters, Employment and Other Agreements.”
Severance Arrangements
Severance Arrangements Each of our named executive officers is entitled to limited continuation of salary and benefits if the officer is terminated under specified circumstances. These arrangements are provided to maintain STAAR’s competitive position in attracting and retaining executive talent and are described further in the section “Compensation Letters, Employment and Other Agreements” below.
Employee Benefits
STAAR’s qualified 401(k) plan allows all U.S.-based employees to contribute up to the limits imposed by the Internal Revenue Code—$23,500 per employee for 2025 (with an additional $7,500 annual catch-up contribution permitted for those over 50 years of age)—on a pre- or after-tax basis. During 2025 STAAR provided an 80% percent match up to the first 6% of the employee’s eligible contributions. Officers serving outside the U.S. receive pension benefits based on local regulations and standards. These benefits are generally provided to all of our full-time salaried employees and enhanced retirement benefits are not provided to our named executive officers. Compensation Letters, Employment and Other Agreements We generally do not enter into employment agreements with executives other than our CEO. As discussed further below, in 2025, we were parties to employment agreements with Mr. Farrell and Mr. Frinzi, each of whom served as CEO in 2025. For our other executives, we typically provide a compensation letter on an annual basis, or in connection with a promotion, that sets forth base salary, bonus opportunity and LTI awards. Among other things, these letters specify that employment of the executive is on an at-will basis. For our CEO, we typically provide for change-in-control severance benefits and general severance benefits in the CEO employment agreement. For each of our other executives, we typically enter into an executive change-in-control agreement and an executive severance agreement, as discussed further below. The information below summarizes our compensation letters, employment and other agreement with each of our named executive officers.
Stephen C. Farrell
As noted above, in accordance with the Cooperation Agreement between the Company and Broadwood, Mr. Farrell’s employment as CEO was terminated, without cause, effective January 31, 2026. In January 2026, we entered into a separation agreement and general release with Mr. Farrell. In accordance with the Farrell Agreement, Mr. Farrell’s separation agreement provided for the payment of 18 months of base salary and reimbursement of 18 months of COBRA premiums. Mr. Farrell was not paid a bonus for 2025. To facilitate a smooth transition in leadership, Mr. Farrell agreed to serve as a consultant through January 31, 2027, and the Company agreed to compensate Mr. Farrell at a rate of $45,000 per month during such consulting period. Mr. Farrell’s RSUs and PSUs will continue to be earned, vest and be settled in accordance with their terms during the consulting period, provided that (i) RSUs scheduled to vest on February 26, 2026 vested on such date and all other RSUs were forfeited effective January 31, 2026, and (ii) PSUs will remain outstanding and eligible to vest based on the Company’s achievement of applicable performance goals measured through the quarter ending July 3, 2026. The PSUs, if earned, are subject to a maximum payout of 140,100 shares (70% of target), and shall vest and be settled in accordance with the terms thereof, provided that, any earned PSUs that are not vested and settled by the end of the consulting period, shall not be terminated but shall vest and be settled no later than March 15, 2027.
Deborah Andrews
Deborah Andrews Ms. Andrews re-joined STAAR as our Interim CFO March 2025, and she was appointed CFO in June 2025. Effective February 1, 2026, Ms. Andrews was appointed Interim Co-CEO, in addition to her existing roles and responsibilities. When Ms. Andrews was hired as our Interim CFO in March 2025, we entered into a letter agreement that provided for her cash compensation and benefits. In June 2025, when Ms. Andrews was hired as CFO, we provided her with a new compensation package, with her base salary, bonus opportunity and LTI awards set forth in a compensation letter. At that time, Ms. Andrews also entered into an executive change-in-control agreement and an executive severance agreement, as discussed further below. In connection with Ms. Andrews’ appointment as Interim Co-CEO, we granted Ms. Andrews RSUs with a grant date fair value of $375,000. Such RSUs are subject to vesting on August 1, 2026, or such earlier date as determined in accordance with the grant agreement therefor. We entered into an RSU agreement with Ms. Andrews, but we did not otherwise enter into a new agreement with Ms. Andrews with respect to her role as Interim Co-CEO.
Warren Foust
Good Reason Event, Mr. Foust will also receive the following additional payments and benefits: (a) previously granted PSUs that have been earned by Mr. Foust as of such termination date, but not yet vested, shall vest on the earlier of the date such PSUs would have vested in accordance with their terms and March 15, 2027; (b) unvested long-term incentive awards (other than PSU awards) that would otherwise vest based on continued employment by Mr. Foust through August 1, 2026, shall accelerate and vest on such termination date; and (c) if such termination date is prior to March 28, 2026, the payment of the remaining unpaid installment of Mr. Foust’s cash recognition and retention award, in the amount of $250,000.
Magda Michna
Magda Michna Dr. Michna joined STAAR as our Chief Clinical, Regulatory and Medical Affairs Officer in April 2023, and she was appointed Chief Development Officer in March 2025. Dr. Michna’s base salary, bonus opportunity and LTI awards are set forth in a compensation letter. Dr. Michna is also party to an executive change-in-control agreement and an executive severance agreement, as discussed further below.
Thomas G. Frinzi
Thomas G. Frinzi Thomas G. Frinzi joined STAAR as our President and CEO, effective January 1, 2023. In connection with his appointment as our CEO, Mr. Frinzi entered into an employment agreement (the “Frinzi Agreement”) which provided for the following: (i) base salary at an annual rate of $820,000, (ii) participation in the Company’s annual cash bonus program with a target bonus of 105% of his base salary, (iii) a new hire LTI award with a grant date value of $9.0 million, (x) half of which consists of stock options and a third of which will vest on the one year anniversary of employment and the remainder of which will vest at the rate of 1/24 per month over the following two years, and (y) half of which consists of RSUs, a third of which will vest on each of the first, second and third anniversaries of employment. The Frinzi Agreement also established that Mr. Frinzi was eligible to participate in all other elements of the Company’s executive compensation and benefits plans. Mr. Frinzi did not receive any compensation as a director during his tenure as our CEO.
Thomas G. Frinzi
| 2026 Proxy Statement | – 37 – | |
Thomas G. Frinzi
The Frinzi Agreement also provided that, if STAAR terminated Mr. Frinzi’s employment for reasons other than cause (as defined in the Frinzi Agreement) or Mr. Frinzi resigned for good reason (as defined in the Frinzi Agreement), he would be entitled to 18 months of base salary from the date of termination payable in 18 monthly installments. Mr. Frinzi would also be entitled to reimbursement of 18 months of COBRA premiums for continued group health coverage for himself and his eligible dependents. In the event of a change in control, if Mr. Frinzi resigned within 18 months after the change in control due to a successor company’s failure to offer or maintain him in the position of CEO of the successor company or if he was terminated for reasons other than cause within 12 months of the change in control, then he would receive the severance benefits described above plus an amount equal to his bonus, if any, for the year prior to his termination and an amount equal to his target bonus for the year in which the termination occurs. In addition, all of Mr. Frinzi’s outstanding and unvested LTI awards would vest in full. As noted above, in the first quarter of 2025, we made a number of changes to our leadership team, and we took steps to right-size and realign our leadership structure to better address market needs. In February 2025, Mr. Frinzi agreed to step down at the request of the Board as President and CEO and a member of the Board, and we hired Mr. Farrell as CEO. In February 2025, we entered into a separation agreement and general release with Mr. Frinzi pursuant to which he will receive the severance benefits provided in the Frinzi Agreement for termination without cause. To facilitate a smooth transition in leadership, Mr. Frinzi agreed to serve as an advisor to Mr. Farrell, the Board and the executive management team through January 26, 2026. The Company entered into a consulting agreement with Mr. Frinzi in February 2025, which provided for compensation at a rate of $45,000 per month during such consulting period. Mr. Frinzi’s stock options were forfeited effective February 26, 2025, and his RSUs continued to be earned, vest, and be settled in accordance with their terms during the consulting period.
Patrick Williams
Patrick Williams Mr. Williams joined STAAR as our CFO in July 2020. Mr. Williams’ base salary, bonus opportunity and LTI awards were set forth in a compensation letter. Mr. Williams was also party to an executive change-in-control agreement and an executive severance agreement, as discussed further below. As noted above, Mr. William’s employment as CFO was terminated without cause effective March 17, 2025. In March 2025, we entered into a separation agreement and general release with Mr. Williams. In accordance with Mr. Williams’ executive severance agreement, Mr. Williams’ separation agreement provided for the payment of 12 months of base salary and reimbursement for up to 12 months of COBRA premiums. To facilitate a smooth transition of responsibilities, Mr. Williams agreed to serve as a consultant for a period of three months, at his then current salary rate of $47,917 per month.
Executive Change-in Control Agreements
Executive Change-in Control Agreements As discussed above, STAAR has entered into executive change-in-control agreements with certain executive officers and other key employees, including Ms. Andrews, Messrs. Foust and Sisitsky, and Dr. Michna, that provide cash and other severance benefits if there is a change in control of the Company. Under the executive change-in-control agreements, if the executive’s employment is terminated by the Company without cause within 12 months after a change in control of STAAR, or if the executive resigns for good reason within 15 months after a change in control of STAAR, the executive will receive the following, subject to the execution of a release of claims: • a payment equal to such named executive officer’s base salary for 12 months at the greater of the rate applicable at the time of termination or the rate applicable immediately prior to the announcement of the change in control, payable in a lump sum; • a payment equal to such year’s target cash bonus amount, plus the greater of the amount of any bonus accrued in the year of termination and the amount of the previous year’s bonus, prorated for the length of executive’s service during the year of termination, payable in a lump sum; and one year’s continuation of group health and dental benefits at no greater cost to the executive than the cost in effect prior to the termination date.
Executive Change-in Control Agreements
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Executive Change-in Control Agreements
In addition, pursuant to the executive change-in-control agreements, if any payments or benefits would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and benefits will be payable in full or reduced so that no portion is subject to the excise tax, whichever results in the greater net after-tax benefit to the executive.
Executive Severance Agreements
Executive Severance Agreements As discussed above, STAAR has entered into executive severance agreements with certain executive officers and other key employees, including Ms. Andrews, Messrs. Foust and Sisitsky, and Dr. Michna, that provided cash and other severance benefits if the executive’s employment was terminated without cause or the executive resigned for good reason (except in connection with a change in control of STAAR). The executive severance agreements provide for different levels of benefits depending on whether the executive is a Vice President, Senior Vice President, or C-level executive. During 2025, each of Ms. Andrews, Messrs. Foust, Sisitsky and Williams, and Dr. Michna were C-level executives and were eligible to receive 12 months of benefits. The executive severance agreements provide that our named executive officers will be eligible to receive the following, subject to the execution of a release of claims: • a payment equal to such named executive officer’s base salary for 12 months at the rate applicable at the time of termination, payable in a lump sum; • continuation of group health and dental benefits for up to 12 months at no greater cost to the executive than the cost in effect prior to the termination date. In the context of the executive change-in-control agreements and executive severance agreements, resignation “for good reason” generally means that an employer has adversely changed the officer’s salary, location or other terms and conditions of employment to such a degree that the executive is entitled to voluntarily resign and to receive severance benefits. Compensation Committee Report The Compensation Committee has reviewed and discussed with management this Compensation Discussion and Analysis. Based on its review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. The Compensation Committee* Louis E. Silverman (Chair) Richard T. LeBuhn Christopher M. Wang May 4, 2026 * Reflects the current members of the Compensation Committee as of the date of this Proxy Statement. The following directors served on the Compensation Committee during 2025: Arthur Butcher, Aimee S. Weisner, Elizabeth Yeu, M.D., and Lilian Y. Zhou. Mr. Butcher and Ms. Zhou stepped down from the Compensation Committee in January 2026, in connection with changes to Board Committee composition and leadership. Ms. Weisner’s service as a director ended in June 2025, and Dr. Yeu’s service as a director ended in January 2026. Each of these prior Committee members participated in the review and discussion of the matters set forth in the Compensation Committee Report, as applicable during the time they served on the Compensation Committee. Compensation Committee Interlocks and Insider Participation During the fiscal year ended January 2, 2026, the following individuals served as members of the Compensation Committee: Arthur Butcher, Aimee S. Weisner, Elizabeth Yeu, M.D., and Lilian Zhou. At the time of their service as a member of the Compensation Committee, each of the foregoing individuals was a non-employee director. No member of the Compensation Committee had a relationship that would constitute an interlocking relationship as defined by SEC rules for the fiscal year ended January 2, 2026.
Executive Severance Agreements
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Executive Severance Agreements
COMPENSATION TABLES Summary Compensation Table The following table summarizes the compensation of the named executive officers for each of the three fiscal years ended January 2, 2026, December 27, 2024 and December 29, 2023, respectively.
Executive Severance Agreements
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3)(4) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Stephen C. Farrell(7) | 2025 | 580,000 | — | 6,836,000 | — | — | 106,385 | 7,522,385 | | Chief Executive Officer | | | | | | | | | | Deborah Andrews(8) | 2025 | 810,173 | — | 1,400,016 | — | 367,538 | 4,684 | 2,582,411 | | Chief Financial Officer | | | | | | | | | | Warren Foust | 2025 | 594,238 | 250,000 | 3,000,016 | — | 567,000 | 29,410 | 4,440,664 | | President and | 2024 | 570,731 | — | 1,846,242 | 461,558 | — | 25,138 | 2,903,669 | | Chief Operating Officer | 2023 | 359,615 | — | 1,374,986 | 1,374,997 | 128,333 | 12,361 | 3,250,292 | | Magda Michna | 2025 | 516,819 | — | 1,800,036 | — | 353,025 | 25,872 | 2,695,752 | | Chief Development Officer | 2024 | 492,904 | 60,000 | 1,395,164 | 348,785 | — | 16,830 | 2,313,683 | | Nathaniel Sisitsky(9) | 2025 | 488,750 | 75,000 | 1,800,036 | — | 381,150 | 21,026 | 2,765,962 | | Chief Legal Officer and | 2024 | 470,000 | — | 1,315,970 | 328,991 | — | 16,974 | 2,131,935 | | Corporate Secretary | | | | | | | | | | Thomas G. Frinzi(10) | 2025 | 167,154 | — | — | — | — | 1,088,761 | 1,255,915 | | Former President and Chief | 2024 | 820,000 | — | 5,600,004 | 1,399,993 | — | 1,219 | 7,821,216 | | Executive Officer | 2023 | 788,462 | — | 4,499,989 | 4,500,006 | 430,500 | 1,624 | 10,220,581 | | Patrick F. Williams(11) | 2025 | 146,070 | — | — | — | — | 780,871 | 926,941 | | Former Chief Financial Officer | 2024 | 569,226 | — | 1,841,349 | 460,340 | — | 27,974 | 2,898,889 | | | 2023 | 541,385 | — | 1,379,960 | 689,991 | 178,279 | 27,254 | 2,816,869 |
Patrick Williams
| Summary Compensation Table Components | Actual Values from Summary Compensation Table ($) | For CEO Pay Ratio: Annualized Values ($) | Rationale | | Salary | 580,000 | 725,000 | Annualized salary | | Bonus | — | 978,750 | Annualized bonus, if awarded | | Stock Awards | 6,836,000 | 6,836,000 | | | Option Awards | — | — | | | Non-Equity Incentive Plan Compensation | — | — | | | All Other Compensation | 106,385 | 106,751 | Annualized insurance premiums | | Total CEO Pay | 7,522,385 | 8,646,501 | |
– Pay Ratio Disclosure –
– Pay Ratio Disclosure – We identified our median compensated employee by calculating the total compensation of our employees of record as of December 31, 2025, using year end payroll records and including the following compensation elements: base salary; • commissions paid; • bonuses paid; • stock compensation (valued on March 14, 2025— the grant date of annual equity awards awarded to certain employees); • insurance costs paid; and • allowances paid (e.g., housing, travel, etc.). Because the SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
– Pay Ratio Disclosure –
| 2026 Proxy Statement | – 49 – | |
– Pay Ratio Disclosure –
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company provides the following disclosure regarding executive compensation for its principal executive officer (“PEO”) and Non-PEO NEOs and the Company performance for each of fiscal years 2025, 2024, 2023, 2022 and 2021. The 2025 Compensation Committee did not solely rely on this pay versus performance disclosure in making its pay decisions for any of the fiscal years shown.
– Pay Ratio Disclosure –
| | | | | | | | | | Value of Initial Fixed Investments based on:(4) | | | | | Year (a) | Summary Compen- sation Table Total for PEO 1 ($)(1) (b) | Summary Compen- sation Table Total for PEO 2 ($)(1) (c) | Summary Compen- sation Table Total for PEO 3 ($)(1) (d) | Compen- sation Actually Paid to PEO 1 ($)(1)(2)(3) (e) | Compen- sation Actually Paid to PEO 2 ($)(1)(2)(3) (f) | Compen- sation Actually Paid to PEO 3 ($)(1)(2)(3) (g) | Average Summary Compen- sation Table for Non-PEO NEOs ($)(1) (h) | Average Compen- sation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) (i) | TSR ($) (j) | Peer Group TSR ($) (k) | Net Income ($) (rounded to the nearest thousands) (l) | Revenue ($) (rounded to the nearest thousands)(5) (m) | | 2025 | — | 1,255,915 | 7,522,385 | — | 1,241,750 | 5,371,375 | 2,682,346 | 2,193,846 | 29.78 | 99.76 | (80,448) | 239,442 | | 2024 | — | 7,821,216 | — | — | 2,747,432 | — | 2,562,044 | 1,214,377 | 30.55 | 95.30 | (20,208) | 313,901 | | 2023 | — | 10,220,581 | — | — | 6,350,978 | — | 2,740,574 | 1,082,949 | 39.39 | 89.48 | 21,347 | 322,415 | | 2022 | 6,501,953 | — | — | 1,027,645 | — | — | 2,053,028 | 1,162,152 | 61.26 | 89.02 | 39,665 | 284,391 | | 2021 | 5,468,270 | — | — | 11,586,083 | — | — | 1,903,519 | 2,345,191 | 115.25 | 111.35 | 27,511 | 230,472 |
– Pay Ratio Disclosure –
(1) Stephen C. Farrell was the Company’s PEO for fiscal year 2025 (“PEO 3”), Thomas G. Frinzi was the Company’s PEO for fiscal years 2023 - 2025 (“PEO 2”) and Caren Mason was the Company’s PEO for fiscal years 2021 - 2022 (“PEO 1”). The individuals comprising the Non-PEO NEOs for each year presented are listed below:
– Pay Ratio Disclosure –
| 2021 | 2022 | 2023 | 2024 | 2025 | | Patrick F. Williams | Patrick F. Williams | Patrick F. Williams | Patrick F. Williams | Patrick F. Williams | | Scott Barnes | Scott Barnes | Scott Barnes | Warren Foust | Warren Foust | | Keith Holliday | Keith Holliday | Keith Holliday | Magda Michna | Magda Michna | | Hans Blickensdoerfer | James Francese | Warren Foust | Nathaniel Sisitsky | Nathaniel Sisitsky | | | | | | Deborah Andrews |
– Pay Ratio Disclosure –
(2) The amounts shown for Compensation Actually Paid (“CAP”) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below. (3) CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair value did not material differ from those disclosed at the time of grant. Amounts in the Exclusion of Stock Awards and Option Awards column are based on the amounts reported in the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
– Pay Ratio Disclosure –
| Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards and Option Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2025 | 1,255,915 | — | (14,165) | 1,241,750 |
– Pay Ratio Disclosure –
| Year | Summary Compensation Table Total for PEO 3 ($) | Exclusion of Stock Awards and Option Awards for PEO 3 ($) | Inclusion of Equity Values for PEO 3 ($) | Compensation Actually Paid to PEO 3 ($) | | 2025 | 7,522,385 | (6,836,000) | 4,684,990 | 5,371,375 |
– Pay Ratio Disclosure –
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,682,346 | (1,600,021) | 1,111,521 | 2,193,846 |
– Pay Ratio Disclosure –
| 2026 Proxy Statement | – 50 – | |
– Pay Ratio Disclosure –
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
– Pay Ratio Disclosure –
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2025 | — | (91,575) | 77,410 | (14,165) |
– Pay Ratio Disclosure –
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 3 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 3 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 3 ($) | Total - Inclusion of Equity Values for PEO 3 ($) | | 2025 | 4,720,000 | — | (35,010) | 4,684,990 |
– Pay Ratio Disclosure –
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,111,173 | (24,750) | 25,098 | 1,111,521 |
– Pay Ratio Disclosure –
(4) The Peer Group Total Shareholder Return (”TSR”) set forth in this table utilizes the S&P 400 Health Care Index, which the Company also utilizes in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company’s Annual Report for the year ended January 2, 2026. The comparison assumes $100 was invested for the period starting January 1, 2021 through the end of the listed year in the Company and in the S&P 400 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. The Company determined U.S. GAAP Revenue to be the most important financial performance measure used to link Company performance to CAP to its PEO and Non-PEOs in 2025. This performance measure may not have been the most important financial performance measure for fiscal years 2024, 2023, 2022 and 2021 and the Company may determine a different financial performance measure to be the most important financial performance measure in future years.
– Pay Ratio Disclosure –
| 2026 Proxy Statement | – 51 – | |
– Pay Ratio Disclosure –
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return and Peer Group Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to the Company’s PEO, the average of Compensation Actually Paid to the Company’s Non-PEO NEOs, and the cumulative TSR of the Company and S&P 400 Health Care Index over the five most recently completed fiscal years:
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to the Company’s PEO, the average of Compensation Actually Paid to the Company’s Non-PEO NEOs, and the Company’s net income over the five most recently completed fiscal years:
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
| 2026 Proxy Statement | – 52 – | |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to the Company’s PEO, the average of Compensation Actually Paid to the Company’s Non-PEO NEOs, and the Company’s revenue over the five most recently completed fiscal years: