STAAR SURGICAL CO
For the period ended May 1, 2026. Filed May 4, 2026.
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May 1, 2026 · Filed May 4, 2026
Contents
Compensation Program Philosophy and Process
We seek to apply the core principles of our compensation philosophy in all pay actions, including:
| Targeting awards that will attract, retain, and motivate outstanding leaders that drive positive business results | Rewarding achievement of a mix of near, medium, and longer-term business objectives designed to build and increase shareholder value | Paying for performance and aligning the interests of management with Company shareholders |
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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.
| 2026 Proxy Statement | – 26 – |
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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:
| Removed as peer due to pending or completed acquisition: | Removed as peer due to revenue or market capitalization disparity: | Added as peer based on business, financial, and valuation profile: |
|---|---|---|
| Axonics, Inc. | Globus Medical Inc. | Alphatec Holdings, Inc. |
| NuVasive Inc. | ICU Medical Inc. | Artivion, Inc. |
| Shockwave Medical, Inc. | QuidelOrtho Corp. | Avanos Medical, Inc. |
| Silk Road Medical Inc. | Nevro Corp. | AxoGen, Inc. |
| RxSight, Inc. | ||
| UFP Technologies, Inc. | ||
The updated peer group approved by the Committee for 2025 contains 15 companies in the medical device space that reasonably represented STAAR’s then-current business and financial profile, as follows:
| Alphatec Holdings, Inc. | Glaukos Corp. |
|---|---|
| Artivion, Inc. | LeMaitre Vascular, Inc. |
| AtriCure, Inc. | Merit Medical Systems, Inc. |
| Avanos Medical, Inc. | Penumbra, Inc. |
| AxoGen, Inc. | RxSight, Inc. |
| Inari Medical, Inc. | Tandem Diabetes Care, Inc. |
| Inspire Medical Systems, Inc. | UFP Technologies, Inc. |
| iRhythm Technologies, inc. | |
We use peer group data as part of our review of the overall appropriateness and competitiveness of our executive compensation program.
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