DEF 14A of Staar Surgical Co
Filed Apr 24, 2025 · FY20240000950170-25-058174
Director Nominees
Director Nominees
Director Nominees
| | | Director Since | Independ. | Other Public Boards | Committee Service | | | | | Age | | | | Audit | Compensation | Nom/Gov | | Arthur C. Butcher | 54 | 2024 | Y | 1 | — | Chair | — | | Stephen C. Farrell* | 60 | 2016 | N | — | — | — | — | | Wei Jiang | 61 | 2024 | N | 1 | — | — | — | | Louis E. Silverman | 66 | 2025 | Y | 1 | Member | — | Member | | Elizabeth Yeu, M.D.** | 46 | 2021 | Y | 1 | Member | Member | Chair | | Lilian Y. Zhou | 42 | 2023 | Y | — | Chair | Member | Member | | * Chief Executive Officer ** Board Chair | | | | | | | |
Director Nominees
In April 2025, we announced several changes to our Board. We expanded the size of the Board, and we appointed to the Board Louis E. Silverman, who previously served as a director from 2014 to 2022. Aimee S. Weisner, who has served as a director since 2022, has chosen not to stand for re-election, and our Board voted to reduce the size of the Board from seven to six directors upon the expiration of her term at the Annual Meeting. In addition, Mr. Jiang, who has served as a director since 2024, agreed to serve in a short-term role as a special strategic advisor to our Asia Pacific business. As we are compensating Mr. Jiang for his services, he is no longer independent under Nasdaq rules.
Director Nominees
| 2025 Proxy Statement | – 1 – | |
Director Nominees
Corporate Governance Highlights
Director Nominees
| Our Board of Directors is elected annually by our shareholders at the Annual Meeting | | | Board Refreshment and Tenure | • 4 of the 6 director nominees joined the STAAR Board within the last 2 years • 1 director has a tenure of 4+ years; 1 director has a tenure of 9+ years | | Governance Guidelines and Committee Charters | • In 2024, we adopted new Corporate Governance Guidelines and revised and updated our Board Committee charters for consistency, improved clarity, and to better align with governance best practices | | Separation of CEO and Board Chair | • In February 2025, in connection with the appointment of Mr. Farrell as CEO, we separated the roles of CEO and Board Chair; Dr. Yeu, an ophthalmic surgeon who has served as a member of the STAAR Board since 2021, was elected to serve as Board Chair |
Director Nominees
Executive Compensation Highlights
Director Nominees
| Our “say-on-pay” vote received 83% support from shareholders at the 2024 Annual Meeting | | | Compensation Best Practices | • In 2024, the Compensation Committee conducted a search for a new compensation consultant; following the search, the Committee engaged Semler Brossy to assist with benchmarking and structuring market-based compensation packages to attract and retain our executives • We previously adopted stock ownership guidelines and 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 | | Pay for Performance | • In 2024, we structured our executive compensation program to include long-term incentive awards comprised of stock options (with a reduced allocation as compared to 2023), restricted stock units (RSUs), and performance stock units (PSUs) • Given macroeconomic and other factors that impacted our business and industry in 2024, our results fell short of our performance goals; as a result, our annual bonus plan was funded at 0% for executives, and the PSUs granted in 2024 did not vest and were forfeited |
Director Nominees
Recent Developments
Director Nominees
| In February 2025, Mr. Farrell was appointed CEO, and in March 2025, we right-sized and realigned our leadership structure to better address market needs | | | Leadership Realignment | • In February 2025, Mr. Farrell, who has served as a member of the STAAR Board since 2016, was appointed CEO to succeed Thomas Frinzi • In March 2025, Warren Foust was promoted to President and Chief Operating Officer; Magda Michna, PhD was promoted to Chief Development Officer; Nathaniel Sisitsky, Esq. was promoted to Chief Legal Officer; and Keith Holliday, PhD retired as Chief Technology Officer • In March 2025, Deborah Andrews, a former CFO of STAAR, was appointed Interim CFO to succeed Patrick Williams, and STAAR announced that it would be initiating a search for a permanent CFO |
Director Nominees
| 2025 Proxy Statement | – 2 – | |
Director Nominees
ELECTION OF DIRECTORS Proposal No. 1 is for the election of six directors nominated for re-election to the Board. Each of Arthur C. Butcher, Stephen C. Farrell, Wei Jiang, Louis E. Silverman, Elizabeth Yeu, M.D., and Lilian Y. Zhou currently serve as directors, and each has been nominated for re-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, with the exception of Aimee S. Weisner, who has chosen not to stand for re-election, are standing for re-election at the Annual Meeting. As Ms. Weisner is not standing for re-election, our Board has voted to reduce the size of the Board from seven to six directors upon the expiration of Ms. Weisner’s term. In April 2025, in connection with the filing of this Proxy Statement, we announced several changes to our Board. We expanded the size of the Board, and we appointed to the Board Louis E. Silverman, who previously served as a director from 2014 to 2022. Aimee S. Weisner, who has served as a director since 2022, has chosen not to stand for re-election, and our Board voted to reduce the size of the Board from seven to six directors upon the expiration of her term at the Annual Meeting. In addition, Mr. Jiang, who has served as a director since 2024, agreed to serve in a short-term role as a special strategic advisor to our Asia Pacific business. As we are compensating Mr. Jiang for his services, he is no longer independent under Nasdaq rules. See “Review of Related Person Transactions” below for additional information. The Board of Directors nominated for election at the Annual Meeting incumbent directors Arthur C. Butcher, Stephen C. Farrell, Wei Jiang, Elizabeth Yeu, M.D., and Lilian Y. Zhou, and our newly appointed director, Louis E. Silverman. Each of the six director nominees has been nominated by the Board for re-election as a director to serve until STAAR’s 2026 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 six 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 of Directors designates a nominee to fill the vacancy. The qualifications of the individual directors upon which the Board of Directors based its nominations are described along with the biography of each nominee below.
Director Nominees
| STAAR’s Board of Directors recommends a vote “FOR” the election of each of the director nominees. | |
Director Nominees
| 2025 Proxy Statement | – 3 – | |
Director Nominees
INFORMATION REGARDING DIRECTOR NOMINEES As discussed above, in April 2025, we announced several changes to our Board. We expanded the size of the Board, and we appointed to the Board Louis E. Silverman, who previously served as a director from 2014 to 2022. Aimee S. Weisner, who has served as a director since 2022, has chosen not to stand for re-election, and our Board voted to reduce the size of the Board from seven to six directors upon the expiration of her term at the Annual Meeting. The table below sets forth certain information regarding the six directors nominated for re-election, as of April 24, 2025:
Director Nominees
| Director Nominees | | | | | | | | | | | Director Since | Independ. | Other Public Boards | Committee Service | | | | | Age | | | | Audit | Compensation | Nom/Gov | | Arthur C. Butcher | 54 | 2024 | Y | 1 | — | Chair | — | | Stephen C. Farrell* | 60 | 2016 | N | — | — | — | — | | Wei Jiang | 61 | 2024 | N | 1 | — | — | — | | Louis E. Silverman | 66 | 2025 | Y | 1 | Member | — | Member | | Elizabeth Yeu, M.D.** | 46 | 2021 | Y | 1 | Member | Member | Chair | | Lilian Y. Zhou | 42 | 2023 | Y | — | Chair | Member | Member | | * Chief Executive Officer ** Board Chair | | | | | | | |
Director Nominee Skills and Experience
Director Nominee Skills and Experience Each of our six 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
| 2025 Proxy Statement | – 4 – | |
Director Nominee Profiles
Director Nominee Profiles
Director Nominee Profiles
| | Arthur C. Butcher Director since March 2024 Age 54 | | 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. 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
| | Stephen C. Farrell Director since January 2016 Chief Executive Officer since February 2025 Age 60 | | Qualifications. The Board concluded that Mr. Farrell should serve as a director because he brings to the Board significant operating, financial and board experience, as well as a strong knowledge of healthcare, having led PolyMedica and Convey Health Solutions. Mr. Farrell also has significant audit committee experience, having served as Chair of the Audit and Corporate Citizenship Committees for Questcor Pharmaceuticals and Lineage Cell Therapeutics. In addition, the Board believes his expertise in healthcare distribution, accounting and financial stewardship brings a valuable skill set and strategic perspective to our Board. Experience. Mr. Farrell was appointed Chief Executive Officer of STAAR in February 2025. He joined STAAR in 2016 as a member of the Board of Directors, and he served as Lead Independent Director from December 2023 to February 2025. From February 2024 to February 2025, Mr. Farrell was a consultant to private companies focused on improving financial performance and operating efficiencies. From February 2011 to February 2024, Mr. Farrell served as the Chief Executive Officer and a member of the Board of Directors of Convey Health Solutions, a technology-enabled healthcare business process outsourcer. Also, from 2012 to 2020, he was a member of the Board of Directors of Lineage Cell Therapeutics, formerly known as BioTime, Inc., a clinical stage biotechnology company focused in the field of regenerative medicine. From 2008 to 2009, Mr. Farrell served as the Executive Vice President and Chief Financial Officer for Stream Global Services, a private equity owned business process outsourcer. From 1999 to 2007, Mr. Farrell served in multiple executive roles, including Chief Financial Officer, Chief Operating | |
Director Nominee Profiles
| 2025 Proxy Statement | – 5 – | |
Director Nominee Profiles
| Officer, and President, at PolyMedica Corporation (NASDAQ: PLMD), a provider of diabetes supplies that was acquired by Medco Health Solutions in 2007. From 2007 to 2014, he served as a member of the Board of Questcor Pharmaceuticals (NASDAQ: QCOR), a biopharmaceutical company that was acquired by Mallinckrodt PLC in 2014. Mr. Farrell spent five years as a Senior Manager at PricewaterhouseCoopers from 1994 to 1999, and was a Certified Public Accountant (CPA). Education. Mr. Farrell earned a B.A. from Harvard University and an M.B.A. at the University of Virginia, Darden School of Business. |
Director Nominee Profiles
| | Wei Jiang Director since March 2024 Age 61 | | Qualifications. The Board concluded that Mr. Jiang should serve as a directior because of his more than 25 years’ 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. 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
| | Louis E. Silverman Director since April 2025 Previously served as a Director from 2014-2022 Age 66 | | 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 Chairperson and Chief Executive Officer 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 | |
Director Nominee Profiles
| 2025 Proxy Statement | – 6 – | |
Director Nominee Profiles
| companies, and health care services portfolio investments. From September 2009 through June 2012, Mr. Silverman was Chief Executive Officer 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 Chief Executive Officer of Qualcomm-backed health care start-up, LifeComm. From August 2000 through August 2008, Mr. Silverman served as the President and Chief Executive officer 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 Oncocyte Corporation (NASDAQ: OCX) 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
| | Elizabeth Yeu, M.D. Director since January 2021 Board Chair since February 2025 Age 46 | | Qualifications. The Board concluded that Dr. Yeu should serve as a director because of her experience as a practicing and nationally recognized ophthalmologist and educator, and her deep understanding of the clinical needs of refractive surgeons and patients seeking visual freedom. In addition, the Board believes that it can benefit from Dr. Yeu’s experience and perspective from her prior service on the boards of several companies in the medical device and pharmaceutical fields. Experience. Dr. Yeu has been a Partner at Virginia Eye Consultants since 2014. She has served as an Assistant Professor of Ophthalmology at the Eastern Virginia Medical School since 2012. Dr. Yeu was President of the American Society of Cataract and Refractive Surgery (ASCRS) from 2023 to 2024, and serves on the ASCRS Executive Board. Dr. Yeu has authored hundreds of medical journal articles and is a frequent lecturer nationally and internationally in the areas of refractive cataract surgery, anterior segment reconstruction, ocular surface disease management and the surgical management of astigmatism. Dr. Yeu was voted to The Ophthalmologist's Power List as follows: Global Top 100 Power List 2022 and 2020, Top 100 Women in Ophthalmology in 2021, Emerging Leader in 2019, Rising Stars in 2017 and Top 40 Under 40 in 2015. Dr. Yeu received the Women in Medicine’s Top Ophthalmologist Award in 2021, the inaugural Clinical Rising Star award in 2018 by the Ophthalmic Innovations Summit (OIS), was recognized as a Castle Connelly Top Doc 2016-2022 and received their Exceptional Women in Medicine Award in 2017-2018, earned the Best Doctors Award by her peers from 2013-2016, the Millennial Eye Award in 2015, and was recognized as Top 40 Under 40 through Virginia’s Inside Business Journal. Since December 2021, Dr. Yeu has served on the Board of Tarsus Pharmaceuticals, Inc. (NASDAQ: TARS), a biopharmaceutical company focused on the development and commercialization of therapeutic candidates to address a prevalent disease with limited treatment options. Since November 2024, she has served as Chief Medical Officer of Tarsus. Education. Dr. Yeu earned her medical degree through an accelerated and combined undergraduate/ medical school program at the University of Florida College of Medicine. She completed her Ophthalmology residency at Rush University Medical Center in Chicago, where she served as Chief Resident (2006-2007). Dr. Yeu completed a fellowship in cornea, anterior segment and refractive surgery at Baylor College of Medicine’s Cullen Eye Institute from 2007 to 2008, and she served as an Assistant Professor after her fellowship training. | |
Director Nominee Profiles
| 2025 Proxy Statement | – 7 – | |
Director Nominee Profiles
| | Lilian Y. Zhou Director since December 2023 Age 42 | | 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. 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
| 2025 Proxy Statement | – 8 – | |
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 annual evaluations to improve processes and effectiveness | Our Board has a resignation policy for uncontested elections of directors | Four of our six 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-Investor Resources & FAQs-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 Arthur C. Butcher, Louis E. Silverman, Aimee S. Weisner, Elizabeth Yeu, M.D., 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 K. Peony Yu, M.D. was independent during the time she served as a director. 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. Stephen C. Farrell, who serves as our Chief Executive Officer, is not independent, and Thomas G. Frinzi, our former Board Chair, President and Chief Executive Officer, was not independent during his 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 are compensating 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
| 2025 Proxy Statement | – 9 – | |
Board Leadership Structure
Board Leadership Structure The Board annually reviews its leadership structure to evaluate whether the structure remains appropriate for us. We have no policy requiring either that the positions of the Board Chair and Chief Executive Officer be separate or that they be occupied by the same individual. Our Board believes that it is important to retain flexibility to allocate the responsibilities of both offices in a way that is in our best interests and the best interests of our shareholders at the time it elects a new Chief Executive Officer or Board Chair, or at other times when consideration is warranted by circumstances. In February 2025, in connection with the appointment of Mr. Farrell as Chief Executive Officer, we separated the roles of the Board Chair and Chief Executive Officer. Dr. Yeu, who has served on our Board since 2021, was elected to serve as Board Chair. 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. With Dr. Yeu’s election as Board Chair in February 2025, the Board does not currently have a Lead Independent Director.
Evaluation of Board Effectiveness
Evaluation of Board Effectiveness The Board, under the direction of the Nominating and Governance Committee, conducts an annual self-evaluation and assessment process. The Board believes that an annual 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. The evaluation process, which is led by our Chief Legal Officer, 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 Chief Legal Officer compiles the directors’ input and feedback and leads a discussion with the Board. After receiving feedback from the Board discussion of these results, the Nominating and Governance Committee recommends improvements for the Board to consider implementing.
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 only nominees are those recommended by the Board), 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-Investor Resources & FAQs-Governance Documents.”
Director Resignation Policy for Uncontested Election of Directors
| 2025 Proxy Statement | – 10 – | |
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, Chief Executive Officer or senior executive compensation. In 2023, the Compensation Committee engaged Aon Human Capital Solutions (formerly Radford Consulting) to review
Role of Compensation Consultant
| 2025 Proxy Statement | – 15 – | |
Role of Compensation Consultant
non-employee director and executive officer compensation and provide benchmark data and recommendations. Among other things, Aon assisted with updates to the peer group for the Company’s 2024 compensation program. 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 Aon and 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 2024, Semler Brossy’s services included a review of the Company’s compensation program concerning the Chief Executive Officer and other members of management. In addition, Semler Brossy provided benchmark data and recommendations, including updates to the peer group for the Company’s 2025 compensation program. Semler Brossy also assisted with the Company’s analysis of its equity incentive plan, including the structure and types of awards granted thereunder.
Director Identification and Selection
Director Identification and Selection One of the Nominating and Governance Committee’s key responsibilities is the identification and evaluation of director nominees. The Nominating and Governance Committee believes that Board refreshment is important as our business grows and evolves over time, and that fresh viewpoints and perspectives are regularly considered. Since 2023, the Nominating and Governance Committee has helped identify and recruit five new directors to join our Board.
Director Identification and Selection
| Board Refreshment and Director Nominee Tenure | | | • One new director joined our Board in 2023 • Two new directors joined our Board in 2024 • One new director joined our Board in 2025 | • Four directors have served less than 2 years • One director has served 4+ years • One director has served 9+ years |
Director Identification and Selection
In the ordinary course, absent special circumstances, the Nominating and Governance Committee will generally re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue to serve as directors. From time to time, the Nominating and Governance Committee may also consider and evaluate potential new director candidates who meet the criteria for selection as a Board nominee and have specific qualities or skills identified by the Board, and one or more of such candidates may be appointed as directors as appropriate and in accordance with the Company’s organizational documents. Director candidates are generally selected based on input from members of the Board, senior management and, if the Nominating and Governance Committee deems appropriate, a third-party search firm. In addition to candidates proposed by the Board or identified by the Nominating and Governance Committee, the Committee considers candidates for director suggested by our shareholders. Shareholders may recommend candidates for consideration by the Nominating and Governance Committee by submitting the names and supporting information to: Office of the Secretary, STAAR Surgical Company, 25510 Commercentre Drive, Lake Forest, California, 92630. The process for evaluating prospective nominees for director, including candidates recommended by shareholders, includes meetings from time to time to evaluate biographical information and background material relating to prospective nominees, interviews of selected candidates by members of the Nominating and Governance Committee and other members of the Board, and application of our general criteria for director nominees set forth in our Corporate Governance Guidelines. These criteria include, among other things, the prospective nominee’s integrity, business or other experience and expertise, and independence. The Nominating and Governance Committee uses the same criteria for evaluating candidates regardless of the source of referral. In selecting nominees for the Board of Directors, the Nominating and Governance Committee evaluates the general and specialized criteria set forth above, identifying the relevant specialized criteria prior to commencement of the recruitment process, considers previous performance if the candidate is a candidate for re-election, and generally considers the candidate’s ability to contribute to the success of STAAR. The Nominating and Governance Committee believes that differences in background, professional experiences, education, skills and viewpoints will enhance the performance of the Board of Directors. Accordingly, the Nominating and Governance Committee considers the appropriate balance of experience, skills and characteristics required of the Board, including that which is complementary to the experience, skills and characteristics of other Board members, so that an appropriate balance on the Board can be achieved and maintained. The Nominating and Governance Committee assists the Board in determining the appropriate director selection criteria for potential director candidates, including any specialized experience, such as public-company experience, medical device industry experience, other similar regulated industry experience, and financial and accounting experience. The Board believes that it is also important to consider a potential director candidate’s contribution to overall Board diversity,
Director Identification and Selection
| 2025 Proxy Statement | – 17 – | |
Director Identification and Selection
including diversity of occupational and personal backgrounds, perspectives, and experiences, and ultimately selects director candidates based on merit. Further, the Nominating Committee will consider the issue of continuing director tenure and take appropriate steps to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo. Of the four new directors that joined our Board within the last two years, Ms. Zhou was identified as a potential director nominee by Company shareholders, and each of Messrs. Butcher and Jiang was identified as a potential director nominee by a third-party search firm. Mr. Silverman was known to our Board as a result of his prior service as a director from 2014 to 2022. The Nominating and Governance Committee and the Board discussed and considered each director candidate’s integrity, experience and expertise, and independence. In 2025, the Board determined that it would benefit from expanding the size of the Board and recruiting a director with executive leadership experience, with a focus on financial and operating rigor. In addition, given that Mr. Farrell stepped down from the Audit Committee and Nominating and Governance Committee in February 2025 in connection with his appointment as Chief Executive Officer, the Board sought out director candidates with skills and experience that would contribute to the effectiveness of the Audit Committee and the Nominating and Governance Committee. After considering Mr. Silverman as a director candidate, the Nominating and Governance Committee recommended, and the Board approved, the appointment of Mr. Silverman to join the Board. Information about the qualifications and experience of each of the director nominees can be found above under “Director Nominee Profiles.” Each of the six director nominees for election to the Board at the Annual Meeting has been recommended by the Nominating and Governance Committee and nominated by the Board of Directors. The Nominating and Governance Committee received no formal shareholder recommendations of candidates for election at the Annual Meeting.
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 is granted on the date of the annual meeting of shareholders, with a fair market value of $180,000 on the date of grant. The 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 annually chooses the form of equity he or she receives (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 are 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 2024, the annual non-employee director awards were granted on June 20, 2024, to our directors serving on the Board on such date. As the date of the Annual Meeting precedes the first anniversary of the grant date, these awards are scheduled to vest in full on June 18, 2025. 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 $500,000.
–– Compensation of Directors ––
–– Compensation of Directors –– 2024 Director Compensation The table below summarizes the fiscal 2024 compensation of each director that served as a non-employee director during 2024, including fees earned or paid in cash, Option Awards, Restricted Stock Units and Stock Awards.
–– Compensation of Directors ––
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Total ($) | | Arthur C. Butcher(2) | 46,923 | 114,443(3) | 114,435(3) | 275,801 | | Stephen C. Farrell | 115,000 | 90,006(4) | 90,007(4) | 295,013 | | Wei Jiang(2) | 57,349(5) | 90,006(6) | 138,901(6) | 286,256 | | Aimee S. Weisner(7) | 76,525(8) | —(9) | 180,014(9) | 256,539 | | Elizabeth Yeu, M.D. | 70,000 | 90,006(10) | 90,007(10) | 250,013 | | K. Peony Yu, M.D.(11) | 33,462 | — | — | 33,462 | | Lilian Y. Zhou | 66,951 | 90,006(12) | 90,007(12) | 246,964 |
–– Compensation of Directors ––
(1) Dollar amounts in the Option Awards and Stock Awards columns reflect the grant date fair value of equity awards granted during fiscal year 2024, 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, and the fair value of each Stock Award was based on the closing price of our common stock on the date of grant. Assumptions used in the calculation of these amounts are included in Note 11 to STAAR’s audited consolidated financial statements for the fiscal year ended December 27, 2024, included in STAAR’s Annual Report on Form 10-K. (2) Mr. Butcher and Mr. Jiang were elected to the Board, effective March 12, 2024. (3) Represents (i) an award of 649 shares of restricted stock and (ii) an award of an option to purchase 1,163 shares of common stock, each granted on March 12, 2024 and (iii) an award of 2,244 shares of restricted stock and (iv) an award of an option to purchase 4,010 shares of common stock, each granted on June 20, 2024. As of the end of fiscal year 2024, the aggregate number of restricted stock and option awards outstanding for Mr. Butcher were 2,444 and 5,173, respectively. (4) Represents (i) an award of 2,244 shares of restricted stock and (ii) an option to purchase 4,010 shares of common stock, each granted on June 20, 2024. As of the end of fiscal year 2024, the aggregate number of restricted stock, restricted stock units and option awards outstanding for Mr. Farrell were 2,444, 921 and 63,335, respectively. (5) Mr. Jiang elected to receive a portion of his cash retainer in the form of restricted stock units. In lieu of such a cash retainer, Mr. Jiang received a grant of 1,061 shares of restricted stock units on March 12, 2024 with a grant date fair value of $39,936. Mr. Jiang elected to defer delivery of all shares of restricted stock units awarded in fiscal year 2024. (6) Represents (i) an award of 1,299 shares of restricted stock granted on March 12, 2024 and (ii) an award of 2,244 shares of restricted stock and (iii) an award of an option to purchase 4,010 shares of common stock, each granted on June 20, 2024. As of the end of fiscal year 2024, the aggregate number of restricted stock, restricted stock units and option awards outstanding for Mr. Jiang were 2,244, 1,061 (of which 1,061 have been deferred) and 4,010, respectively. (7) Ms. Weisner is not standing for re-election at the 2025 Annual Meeting. (8) Ms. Weisner elected to receive a portion of her cash retainer in the form of restricted stock units. In lieu of such cash retainer, Ms. Weisner received a grant of 2,449 shares of restricted stock units on December 30, 2023 with a grant date fair value of $76,433. Ms. Weisner elected to defer delivery of all shares of restricted stock units awarded in fiscal year 2024. (9) Represents an award of 4,488 shares of restricted stock, granted on June 20, 2024. As of the end of fiscal year 2024, the aggregate number of restricted stock, restricted stock units and option awards outstanding for Ms. Weisner were 4,488, 3,586 (of which 3,586 have been deferred) and 5,765, respectively. (10) Represents (i) an award of 2,244 shares of restricted stock and (ii) an option to purchase up to 4,010 shares of common stock, each granted on June 20, 2024. As of the end of fiscal year 2024, the aggregate number of restricted stock and option awards outstanding for Dr. Yeu were 2,244 and 19,101, respectively. (11) Dr. Yu did not stand for re-election at the 2024 Annual Meeting, and her term as a director ended as of June 20, 2024. Represents (i) an award of 2,244 shares of restricted stock and (ii) an option to purchase up to 4,010 shares of common stock, each granted on June 20, 2024. As of the end of fiscal year 2024, the aggregate number of restricted stock and option awards outstanding for Ms. Zhou were 2,244 and 6,696, respectively.
–– Compensation of Directors ––
| 2025 Proxy Statement | – 20 – | |
–– Compensation of Directors ––
INFORMATION REGARDING EXECUTIVE OFFICERS The table below sets forth certain information regarding our executive officers as of April 24, 2025:
–– Compensation of Directors ––
| Executive Officers | | | | Executive | Age | Position | | Stephen C. Farrell | 60 | Chief Executive Officer | | Deborah Andrews | 67 | Interim Chief Financial Officer | | Warren Foust | 49 | President and Chief Operating Officer | | Magda Michna, PhD | 49 | Chief Development Officer | | Nathaniel B. Sisitsky, Esq. | 51 | Chief Legal Officer and Corporate Secretary |
–– Compensation of Directors ––
| | Stephen C. Farrell Director Chief Executive Officer Age 60 | | Mr. Farrell has served as a member of the Board since 2016. From January 2023 to February 2025, Mr. Farrell served as the Board’s Lead Independent Director. The Board appointed Mr. Farrell to serve as Chief Executive Officer of STAAR, effective February 26, 2025. Information regarding Mr. Farrell can be found above under the caption “Information Regarding Director Nominees.” | |
–– Compensation of Directors ––
| | Deborah Andrews Interim Chief Financial Officer Age 67 | | Ms. Andrews joined STAAR in March 2025 as Interim Chief Financial Officer. In this role, Ms. Andrews oversees STAAR’s finance, accounting, and internal audit functions, as well as information technology. She most recently served as the Company’s Chief Financial Officer, from September 2017 until her retirement in June 2020, after serving as Vice President, Chief Accounting Officer since 2013. Ms. Andrews also served as the Company’s Vice President, Chief Financial Officer from 2005 to 2013, as its Global Controller from 2001 to 2005, and as its Vice President, International Finance from 1999 to 2001. Since April 2014, Ms. Andrews has served on the Board of Directors of Lineage Cell Therapeutics, a clinical stage biotechnology company focused in the field of regenerative medicine. She currently serves as its Audit Committee Chair and has previously served as its Compensation Committee Chair. Ms. Andrews spent three years from 1991 to 1994 as an accountant for KPMG. Ms. Andrews holds a B.S. degree in accounting from California State University at San Bernardino. | |
–– Compensation of Directors ––
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Executive Summary: Fiscal 2024 Results and Pay Program Outcomes
| | Actions and Results | Pay Program Outcomes | | | • Established clear financial performance goals for both annual cash bonus and PSU programs • Received 83% shareholder support for annual say-on-pay vote (below desired level); engaged with shareholders regarding concerns with current pay programs • Fell short of financial goals in China; delivered double-digit revenue growth in markets such as Japan, South Korea, and the United States • Missed minimum threshold achievement levels for both revenue and adjusted EBITDA per share* goals under cash bonus and PSU programs | • Funded annual cash bonus program at zero for all executives, resulting in executives receiving no annual bonus payout • All PSUs granted in 2024 achieved zero payout, resulting in forfeiture and termination of the entire award • After conducting a search, the Compensation Committee engaged a new independent compensation consultant • Adopted updated Corporate Governance Guidelines and Stock Ownership Guidelines, as well as a new Insider Trading Policy | | | • Appointed Mr. Farrell, who has served as a member of the STAAR Board since 2016, as CEO to succeed Thomas Frinzi • Promoted Warren Foust to President and Chief Operating Officer • Elevated Magda Michna, PhD to Chief Development Officer and Nathaniel Sisitsky, Esq. to Chief Legal Officer • Appointed Deborah Andrews, a former CFO of STAAR, as Interim CFO to succeed Patrick Williams; STAAR is conducting a search for a permanent CFO | • 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% restricted stock units (“RSUs”) ▪ PSUs granted subject to achievement of multi-year revenue growth • Used this performance-oriented pay approach to establish a compensation package for our new CEO |
Say-on-Pay Results, Shareholder Engagement and Actions Taken
Say-on-Pay Results, Shareholder Engagement and Actions Taken The Committee and the Board consider shareholder feedback regarding executive compensation. In 2024, we received 83% support on our “say on pay” vote. While this outcome is well above majority support, it indicated some level of dissatisfaction with our pay programs. 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. Key concerns noted through shareholder engagement included the size and form of the sign-on equity award for Mr. Frinzi when he was appointed our new CEO in 2023, prior use of discretion in determining bonus and PSU payout levels, less than a majority of long-term incentives (LTI) being in the form of performance-based awards, and PSUs that duplicate the annual bonus metric and only measure one year of performance. As noted above, the pay actions in 2024 and 2025 directly reflect feedback received from shareholders, including: • Applied no discretion in 2024 incentive outcomes, with executives earning zero payout for both the annual cash bonus program and the 2024 PSU awards • Increased the weighting of PSUs in the equity mix for our executives, with 40% of the 2024 annual equity award comprised of PSUs, and 50% of the 2025 award comprised of PSUs • Adopted a new PSU program for 2025 that measures revenue growth over a three-year period • Applied the same performance standards in the pay program for Mr. Farrell when he was appointed our CEO in 2025, with overall compensation levels lower than our prior CEO 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. 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
Say-on-Pay Results, Shareholder Engagement and Actions Taken
Board in making compensation decisions. In 2023, the Committee engaged Aon Human Capital Solutions (formerly Radford Consulting) to review non-employee director and executive officer compensation and provide benchmark data and recommendations. Aon proposed updates to the peer group for the Company for 2024 based on the Company’s revenue, market capitalization, and headcount, among other metrics. The peer group was selected from U.S. based medical device companies with market capitalizations between $1 billion and $9 billion and revenue generally between $200 million and $1 billion. Based on Aon’s recommendations, the Committee removed from our peer group Inogen and Cadiovascular Systems, which we replaced with LeMaitre Vascular and Silk Road Medical. As a result, the peer group used as one element for setting 2024 compensation for Company executives was comprised of the following 17 companies:
Say-on-Pay Results, Shareholder Engagement and Actions Taken
We use peer group data as part of our review of the overall appropriateness and competitiveness of our executive compensation program. For the Company’s 2024 compensation program, the overall approach was to target total compensation for Company executives between the 50th -75th percentile of the peer group data, where individual positioning can vary depending on factors such as the experience of the person, performance, and criticality of the role. 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 Aon Human Capital Solutions and 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 for the Committee. In 2024, 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 provided benchmark data and recommendations, including for the Company’s peer group for its 2025 compensation program. Semler Brossy also assisted with the Company’s analysis of its equity incentive plan, including the structure and types of awards granted. Elements of Compensation The elements of compensation that may be earned by our named executive officers include base salary, annual cash bonus, and equity-based awards. All components of each named executive officer’s compensation are annually reviewed in the context of Company performance and individual performance. The Committee is responsible for reviewing and approving compensation for the Company’s executive leadership, except for the CEO. The Board is responsible for reviewing and approving compensation for the CEO, based on the recommendation of the Committee. The CEO does not participate in the determination of her/his own compensation.
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 as well as personal performance. 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 individual 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. For 2024, the Board approved a target bonus percentage for Mr. Frinzi equal to 105% of his base salary, and the Committee approved target bonus percentages for the other NEOs between 50%-70% of their base salaries. The table below reflects base salary and target bonus amounts for each NEO in 2024:
Cash Bonuses
| Named Executive Officer | Base Salary ($) | Target Bonus Amount ($) | Target Bonus Percentage(1) | | Thomas G. Frinzi | 820,000 | 861,000 | 105% | | Patrick F. Williams | 575,429 | 374,029 | 65% | | Warren Foust | 576,950 | 403,865 | 70% | | Magda Michna | 498,275 | 249,138 | 50% | | Nathaniel Sisitsky | 470,000 | 258,500 | 55% |
Cash Bonuses
(1) 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.
Cash Bonuses
| 2025 Proxy Statement | – 28 – | |
Cash Bonuses
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. Then, based on such bonus pool funding, the Committee approves the individual bonus payments to the NEOs, taking into account individual performance. For the bonus payout to CEO, the Committee makes a recommendation to the Board, which is then subject to Board approval. Individual performance is generally considered based on each NEOs achievement of his or her individual goals and objectives for year. For 2024, our NEOs established individual goals in support of the Company’s strategic imperatives to increase surgeon confidence in ICL measurement and size selection, enhance our information technology infrastructure, drive adoption of ICLs for patients with moderate myopia, and for new product innovation. The Committee also considers the overall performance and contributions of each NEO when determining individual bonus payouts. As the Committee funded the bonus pool at zero for the NEOs in 2024, individual performance was a not a factor in NEO bonus payouts for 2024. 2024 Annual Bonus Awards. For fiscal 2024, the Committee approved a 2024 bonus plan (the “2024 Bonus Plan”) that was designed to be funded based on STAAR meeting or exceeding specific targets for revenue and Adjusted EBITDA per share*. For fiscal 2023, STAAR delivered revenue of $322.4 million and Adjusted EBITDA per share* of $1.15. For the 2024 Bonus Plan, the Committee approved: (i) revenue metrics that established a minimum threshold of $337 million, a target of $355 million, and a maximum of $373 million; and (ii) Adjusted EBITDA per share* metrics that established a minimum threshold of $0.88, a target of $0.99 , and a maximum of $1.13. Each of these performance measures was weighted equally, with payout under the 2024 Bonus Plan determined on a standalone basis for each performance measure. The 2024 Bonus Plan was structured such that the bonus pool would fund at 100% if the Company achieved the target for both revenue and Adjusted EBITDA per share*, with a potential payout range for the overall bonus pool of 0%-200% based on Company performance relative to the minimums and maximums set forth above. In 2024, the Company fell short of the minimum thresholds for revenue and Adjusted EBITDA per share* for the 2024 Bonus Plan. Macroeconomic conditions in China had a significant impact on the Company’s business in 2024. After a robust start to fiscal 2024, China experienced slowing growth in 2024, and weak consumer consumption contributed to reduced demand for ICL procedures. As a result, we reported fiscal 2024 revenue of $313.9 million, a decrease of 3% compared to $322.4 million in 2023. Further, we incurred a net loss of $(20.2) million in 2024 compared to net income of $21.3 million in 2023, and we delivered fiscal 2024 Adjusted EBITDA* of $23.2 million, or $0.47 per share. While our efforts to educate and train surgeons, along with our investments in sales and marketing, contributed to double-digit revenue growth in 2024 in many of our key markets, including Japan, South Korea, and the United States, we did not achieve the minimum threshold financial performance under the 2024 Bonus Plan. Based on our results, the Committee determined to fund the bonus pool at 0% for our executives for 2024 and no bonuses were paid to our NEOs under the 2024 Bonus Plan:
Cash Bonuses
| Named Executive Officer | Target Bonus Amount ($) | 2024 Earned Bonus Payment ($) | Bonus Payment as a Percent of Target Bonus | | Thomas G. Frinzi | 861,000 | — | 0.0% | | Patrick F. Williams | 374,029 | — | 0.0% | | Warren Foust | 403,865 | — | 0.0% | | Magda Michna | 249,138 | — | 0.0% | | Nathaniel Sisitsky | 258,500 | — | 0.0% |
Cash Bonuses
________________ * Adjusted EBITDA per share is a non-GAAP financial measure. Information and reconciliations are provided in the Appendix.
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. Dr. Michna, who joined the Company in 2023, spearheaded a key Company strategic initiative to seek regulatory clearances in key regions that would expand the approved labeling for the Company’s ICLs so that our ICLs could be marketed and sold to more potential patients. In recognition of her efforts and progress on this initiative, the Committee approved a special bonus for Dr. Michna in 2024 in the amount of $60,000. None of our other named executive officers received bonus awards in 2024. 2025 Bonus Program Structure. 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 was designed to be funded based on a mix of financial and strategic performance measures. The 2025 bonus plan is weighted 75% to financial targets for revenue; selling, general and administrative (“SG&A”) cost controls; and gross profit margin. The 2025 bonus plan is weighted 25% to strategic objectives, including goals related to the U.S. market, China market, and research and development efforts.
Long-Term Equity Compensation
Long-Term Equity Compensation The Committee believes that long-term equity incentive awards serve to align the interests of the executive officers with the interests of our shareholders. Long-term equity incentive awards may be granted in the form of stock options, restricted shares, restricted stock units (“RSUs”), performance stock units (“PSUs”), or other types of equity or equity-linked compensation. In determining the size of equity grants to 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 equity grant, the Committee and Board consider Company and individual performance as well as peer group data. The Committee generally approves an annual grant of long-term equity incentive 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 long-term equity compensation program, including the types of awards to be granted, the mix of awards, as well as award terms. For 2024, the Committee approved an equity award program for our executives comprised of stock options, RSUs and PSUs. The Committee used the Black-Scholes value for stock options and the grant date market value of RSUs and PSUs on the date of grant. Stock Options. The exercise price of a stock option is the closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant. Under the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended (“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. Stock options 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. 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. RSUs 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. 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. If the performance criteria is achieved, PSUs typically vest ratably over a three-year period commencing on the first anniversary of the date of grant, subject to continued service with the Company.
Long-Term Equity Compensation
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Long-Term Equity Compensation
2024 Annual Equity Awards. In 2024, the Committee approved an annual grant of long-term equity incentive awards to our NEOs, consistent with the Company’s compensation philosophy and based on the individual’s performance and benchmark data. In 2024, the Board approved the grant of an annual equity award to Mr. Frinzi with a value of $7,000,000, or 854% of his base salary, and the Committee approved grants of annual equity awards to our other NEOs with a value between 350%-400% of their base salaries. As each of Messrs. Frinzi, Foust, and Sisitsky and Dr. Michna joined the Company in 2023, each received a sign-on equity award and did not receive an annual equity award in 2023. In 2024, each of Messrs. Frinzi, Foust, and Sisitsky and Dr. Michna received an annual equity award. For 2023 and 2024, Mr. Williams received an annual equity award, which was granted at 400% of his base salary. The table below reflects the grant date value of the 2024 annual equity awards granted to each NEO:
Long-Term Equity Compensation
| Named Executive Officer | Base Salary ($) | Grant Date Fair Value of Equity Award ($)(1)(2) | Target Equity Award Percentage(2) | | Thomas G. Frinzi | 820,000 | 6,999,997 | 854% | | Patrick F. Williams | 575,429 | 2,301,688 | 400% | | Warren Foust | 576,950 | 2,307,800 | 400% | | Magda Michna | 498,275 | 1,743,949 | 350% | | Nathaniel Sisitsky | 470,000 | 1,644,961 | 350% |
Long-Term Equity Compensation
(1) Dollar amounts reflect the aggregate grant date fair value with respect to stock options, RSUs and PSUs granted as part of the 2024 annual equity award. The fair value of each stock option was estimated using a Black-Scholes option valuation model, and the fair value of each RSU and PSU was based on the closing price of our common stock on the date of grant. (2) Reflects grant date value of equity awards as a percentage of base salary. With respect to PSUs, reflects grant date value based on shares subject to PSUs at 100% of target. For 2024, the Committee modified the mix of awards granted to our NEOs as part of the annual equity award program to reduce the percentage of awards granted in the form of stock options. In 2023, our annual equity award program was granted as follows: (i) one third of the value in stock options, (ii) one third of the value in RSUs, and (iii) one third of the value in PSUs. In 2024, the Committee approved an annual equity award program for our NEOs as follows: (i) 20% of the value in stock options, (ii) 40% of the value in RSUs, and (iii) 40% of the value in PSUs. The table below reflects the 2024 annual equity awards granted to each NEO, including the number of shares subject to each award:
Long-Term Equity Compensation
| Named Executive Officer | Grant Date | Stock Options(1) | Restricted Stock Units(2) | Performance Stock Units(3) | | Thomas G. Frinzi | March 12, 2024 | 66,627 | 74,389 | 74,389 | | Patrick F. Williams | March 12, 2024 | 21,908 | 24,460 | 24,460 | | Warren Foust | March 12, 2024 | 21,966 | 24,525 | 24,525 | | Magda Michna | March 12, 2024 | 16,599 | 18,533 | 18,533 | | Nathaniel Sisitsky | March 12, 2024 | 15,657 | 17,481 | 17,481 |
Long-Term Equity Compensation
(1) Stock options have a 10-year term and become exercisable as follows: one-third on the first anniversary of the grant date and the remaining two-thirds over the following 24 months in equal amounts on a monthly basis. In the event options do not evenly divide into 24 months, the remaining balance will become exercisable on the final month of vesting. The exercise price was $37.64 for options granted on March 12, 2024, which was the closing price on the Nasdaq Global Market on the grant date. (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%-150%. The 2024 PSUs funded at 0%, and accordingly, they did not vest and were forfeited.
Long-Term Equity Compensation
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Long-Term Equity Compensation
For the 2024 PSU awards, the Committee established revenue as the performance measure, with a potential PSU payout range of 0%-150% based on Company performance relative to target. The Committee approved revenue metrics that established a minimum threshold of $337 million, a target of $355 million, and a maximum of $373 million. Subject to the Company’s performance relative to such revenue metrics, the PSUs vest annually over three years commencing on the first anniversary of the date of grant. Based on the Company achieving $313.9 million in revenue for 2024, the Committee determined to fund the PSUs at 0%, and accordingly the 2024 PSUs did not vest and were forfeited. Other Equity Awards. From time to time, the Committee approves the grant of one-time equity awards for our executives as sign-on equity awards, or in connection with special projects, significant accomplishments, promotions, and for retention. As discussed above, each of Messrs. Frinzi, Foust, and Sisitsky and Dr. Michna joined the Company in 2023, and each received a sign-on equity award in 2023. In 2024, none of our named executive officers received equity awards other than the 2024 annual equity awards described above. 2025 Equity Program Structure. With the challenges experienced in fiscal 2024, shareholder feedback on paying for performance, and new leadership, STAAR implemented changes to the annual equity award program for 2025. For 2025, we modified the mix of equity awards granted to our NEOs to eliminate stock options, with the 2025 annual equity award granted in a mix of 50% PSUs and 50% RSUs. We also adopted a new PSU program that measures revenue achievement over a three-year period. 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 interest by providing that, if a major transaction occurs, vesting and exercisability of stock options will accelerate or continue, so the potential equity value of unvested or unexercised options will not be lost; 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 “Employment 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 “Employment and Other Agreements” below.
Severance Arrangements
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Agreements with Thomas G. Frinzi
Agreements with Thomas G. Frinzi Thomas G. Frinzi joined STAAR as our President and Chief Executive Officer, effective January 1, 2023. In connection with his appointment as our Chief Executive Officer, Mr. Frinzi and the Board 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 initial grant of equity with a grant date value of $9,000,000, (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 Board evaluated benchmark data provided by Aon in establishing a competitive compensation program for Mr. Frinzi. Mr. Frinzi is also eligible to participate in all other elements of the Company’s executive compensation and benefits plans. Mr. Frinzi will not receive any compensation as a director during his tenure as our Chief Executive Officer. The Frinzi Agreement also provided that, if STAAR terminates Mr. Frinzi’s employment for reasons other than cause (as defined in the Frinzi Agreement) or Mr. Frinzi resigns for good reason (as defined in the Frinzi Agreement), he will be entitled to 18 months of base salary from the date of termination payable in 18 monthly installments. Mr. Frinzi will 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 resigns within 18 months after the change in control due to a successor company’s failure to offer or maintain him in the position of Chief Executive Officer of the successor company or if he is terminated for reasons other than cause within 12 months of the change in control, then he will receive the severance benefits described above plus an amount equal to his bonus, if
Agreements with Thomas G. Frinzi
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 equity awards will vest in full. The severance payment and benefits described above are subject to Mr. Frinzi’s execution and delivery of a general release of claims against the Company. The Frinzi Agreement also provided that if any payment or benefit to Mr. Frinzi would result in a parachute payment under Section 280G of the Internal Revenue Code, such payments and benefits will either be reduced to the extent necessary so no portion is subject to an excise tax or will be paid in full (whichever generates the better result for Mr. Frinzi). The agreement also includes customary confidentiality, intellectual property assignment, and employee non-solicitation provisions. 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, Stephen Farrell was appointed Chief Executive Officer to succeed Mr. Frinzi, and Mr. Frinzi agreed to step down from his position as Chief Executive Officer at the request of the Board. 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. To facilitate a smooth transition in leadership, Mr. Frinzi has 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 provides for compensation at a rate of $45,000 per month during such consulting period.
Executive Change-in Control Agreements
Executive Change-in Control Agreements STAAR has entered into executive change-in-control agreements with certain executive officers and other key employees, including Messrs. Williams, Foust, 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. 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 Change-in Control Agreements
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Executive Severance Agreements
Executive Severance Agreements STAAR has entered into executive severance agreements with certain executive officers and other key employees, including Messrs. Williams, Foust, Sisitsky and Dr. Michna, that provide cash and other severance benefits if the executive’s employment is terminated without cause or the executive resigns 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 2024, each of Messrs. Williams and Foust and Dr. Michna were C-level employees and were eligible to receive 12 months of benefits. During 2024, Mr. Sisitsky was a Senior Vice President and eligible to receive nine 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 (Messrs. Williams, Foust and Dr. Michna) or nine months (Mr. Sisitsky) at the rate applicable at the time of termination, payable in a lump sum; • continuation of group health and dental benefits for 12 months (Messrs. Foust and Wiliams and Dr. Michna) or nine months (Mr. Sisitsky) 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. As noted above, in March 2025, Deborah Andrews was appointed to the role of Interim Chief Financial Officer to succeed Mr. Williams, and STAAR announced that it would be initiating a search for a permanent Chief Financial Officer. In March 2025, Mr. Williams agreed to step down at the request of the Board from his position as Chief Financial Officer. We entered into a separation agreement and general release with Mr. Williams pursuant to which he will receive the severance benefits provided in the his Executive Severance Agreement. In addition, Mr. Williams agreed to a three-month consulting agreement to assist with the transition of responsibilities, which provides for compensation at his current base salary rate of $47,917 per month during such consulting period. Compensation Committee Report The Compensation Committee has reviewed and discussed with management this Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. The Compensation Committee Arthur Butcher (Chair) Aimee S. Weisner* Elizabeth Yeu, M.D. April 24, 2025 * Ms. Weisner served on the Compensation Committee during the fiscal year ended December 27, 2024, and she participated in the review and discussion of the matters set forth in the Compensation Committee Report. As discussed above, Ms. Weisner stepped down from the Compensation Committee in April 2025, and she is not standing for re-election to the Board at the Annual Meeting.
Executive Severance Agreements
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Executive Severance Agreements
Compensation Committee Interlocks and Insider Participation During the fiscal year ended December 27, 2024, the following individuals served as members of the Compensation Committee: Arthur Butcher, Aimee S. Weisner, and Elizabeth Yeu, M.D. At the time of their service as a member of the Compensation Committee, each of the foregoing individuals was a non-employee director. No member of the Compensation Committee had a relationship that would constitute an interlocking relationship as defined by SEC rules for the fiscal year ended December 27, 2024.
Executive Severance Agreements
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Executive Severance Agreements
COMPENSATION TABLES Summary Compensation Table The following table summarizes the compensation of the named executive officers for each of the three fiscal years ended December 27, 2024, December 29, 2023 and December 30, 2022, respectively.
Executive Severance Agreements
| Name and Principal Position | Year | Salary ($) | Bonus ($)(5) | Stock Awards ($)(1)(2) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Thomas G. Frinzi | 2024 | 820,000 | — | 5,600,004 | 1,399,993 | — | 1,219 | 7,821,216 | | President and Chief | 2023 | 788,462 | — | 4,499,989 | 4,500,006 | 430,500 | 1,624 | 10,220,581 | | Executive Officer | | | | | | | | | | Patrick F. Williams | 2024 | 569,226 | — | 1,841,349 | 460,340 | — | 27,974 | 2,898,889 | | Chief Financial Officer | 2023 | 541,385 | — | 1,379,960 | 689,991 | 178,279 | 27,254 | 2,816,869 | | | 2022 | 513,462 | — | 1,380,060 | 690,010 | 420,469 | 26,054 | 3,030,055 | | Warren Foust | 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 | 2024 | 492,904 | 60,000 | 1,395,164 | 348,785 | — | 16,830 | 2,313,683 | | Chief Clinical, Regulatory and | | | | | | | | | | Medical Affairs Officer | | | | | | | | | | Nathaniel Sisitsky | 2024 | 470,000 | — | 1,315,970 | 328,991 | — | 16,974 | 2,131,935 | | General Counsel and Corporate | | | | | | | | | | Secretary | | | | | | | | |
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 three most recently completed fiscal years:
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
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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 three most recently completed fiscal years: