STAAR SURGICAL CO
For the period ended May 1, 2026. Filed May 4, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2026 · Filed May 4, 2026
Contents
Proxy Statement Summary
STAAR Surgical Company
STAAR Surgical Company (the “Company,” “STAAR,” “we,” “us,” or “our”) designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems used to deliver the lenses into the eye. We are the leading manufacturer of phakic implantable lenses used worldwide in corrective or “refractive” surgery. We have been dedicated solely to ophthalmic surgery for over 40 years. Our goal is to position our refractive lenses throughout the world as primary and premium solutions for patients seeking visual freedom from wearing eyeglasses or contact lenses while achieving excellent visual acuity through refractive vision correction. This summary highlights certain information contained within this Proxy Statement. You should read the entire Proxy Statement carefully and consider all information before voting.
Annual Meeting of Shareholders
The Board of Directors (the “Board”) is soliciting your proxy for use at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being mailed, and this Proxy Statement and our 2025 Annual Report are first being made available to our shareholders on or about May 4, 2026. The Annual Meeting will be held as follows:
| Meeting Date:June 18, 2026 | Meeting Time:8:30 a.m. Pacific Time | Meeting Place:Virtual via the internet |
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| Proposals | Board Recommendation | |
| 1 | Elect seven director nominees named in this proxy statement | FOR all director nominees |
| 2 | Approve an amendment to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended | FOR |
| 3 | Ratify the appointment of the Company’s independent registered public accounting firm for fiscal 2026 | FOR |
| 4 | Approve on a non-binding advisory basis the compensation of the Company’s named executive officers (“say-on-pay”) | FOR |
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 | |||||||
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.
| 2026 Proxy Statement | – 1 – |
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–– Proxy Statement Summary––
Recent Developments
| 2025 Leadership Realignment | •In February 2025, Stephen C. Farrell, who had served as a member of the 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. Ms. Andrews was subsequently named CFO in June 2025. |
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| Alcon Merger Agreement | •In August 2025, STAAR entered into a merger agreement with Alcon pursuant to which Alcon agreed to purchase STAAR in an all-cash transaction.•In January 2026, after STAAR shareholders voted against the merger proposal at a special meeting of shareholders, the merger agreement was terminated. |
| Cooperation Agreement with Broadwood | •On January 14, 2026, following the termination of the merger agreement with Alcon, STAAR entered into a cooperation agreement (the “Cooperation Agreement”) with Broadwood Partners, L.P., the Company’s largest shareholder (“Broadwood”), and agreed, among other things, as follows: |
| –– to increase the size of the Board from six to seven directors; | |
| –– to accept the resignations of each of Mr. Farrell and Dr. Yeu from the Board effective January 14, 2026; | |
| –– to appoint each of Messrs. Bradsher, LeBuhn and Wang to the Board effective January 14, 2026; | |
| –– to terminate Mr. Farrell’s employment as CEO, effective January 31, 2026; | |
| –– to nominate each of Messrs. Bradsher, LeBuhn and Wang as a candidate for election as a director at the Annual Meeting; and | |
| –– to reimburse Broadwood, Yunqi Capital and Defender Capital for certain reasonable and documented out-of-pocket fees and expenses. | |
| 2026 Governance Changes | •On January 15, 2026, the Board appointed Mr. Bradsher as Board Chair, approved changes to the composition and leadership of the Board’s three standing committees, and established two new Board committees (“Board Committees”), as follows: –– a Search Committee to help guide the Board’s efforts to identify and make decisions with respect to Company leadership; and–– an Insight and Engagement Committee to further engage with Company management, internal and external stakeholders, and industry experts and leaders, to gather different perspectives and insights on the Company’s business, prospects, and opportunities.•The Board is now comprised of seven directors, six of whom are independent. Mr. Jiang served as a special strategic advisor to our Asia Pacific business in 2025, and therefore is not independent under Nasdaq rules. |
| 2026 Leadership Changes | •On January 31, 2026, in accordance with the Cooperation Agreement, Mr. Farrell’s employment as CEO was terminated, and Mr. Farrell agreed to serve as a consultant through January 31, 2027.•On February 1, 2026, the Board appointed Mr. Foust and Ms. Andrews to serve as Interim Co-CEOs. •On February 4, 2026, Mr. Sisitsky’s employment as Chief Legal Officer was terminated, and Mr. Sisitsky agreed to serve as a consultant through March 13, 2026. |
| 2026 Proxy Statement | – 2 – |
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–– Proxy Statement Summary––
Corporate Governance Highlights
| Separate CEO and Board Chair | •Since February 2025, we have maintained a separate CEO and Board Chair. Mr. Bradsher, our current Board Chair, was elected Board Chair in January 2026. |
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| New Committees and Updates to Committee Composition and Leadership | •In June 2025, the Board established a Capital Stewardship Committee to help guide the Company’s financial strategies, including the responsible allocation, management and oversight of capital (chaired by Ms. Zhou).•In January 2026, the Board established a Search Committee (chaired by Ms. Zhou) and an Insight and Engagement Committee (chaired by Mr. Wang).•In January 2026, the Board approved updates to the composition and leadership of the Board’s three standing committees, which included naming a new Chair of the Compensation Committee (Mr. Silverman) and a new Chair of the Nominating and Governance Committee (Mr. Bradsher). |
Executive Compensation Highlights
| 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. |
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| 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. |
| 2026 Proxy Statement | – 3 – |
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