STAAR SURGICAL CO
For the period ended Jun 20, 2024. Filed Apr 24, 2024.
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Jun 20, 2024 · Filed Apr 24, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
STAAR Surgical Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0‑11.
STAAR SURGICAL COMPANY STAAR Surgical Company is disrupting refractive vision correction with our Implantable Collamer® Lenses (ICLs). Our EVO ICL™ lenses are an Evolution in Visual Freedom designed to provide premium refractive outcomes while optimizing patient comfort. STAAR Surgical is Ushering in the Next Generation of Vision Correction with EVO ICLTM 2023 Net Sales $322.4M 2023 Net Income $21.3M Cash, cash equivalents and investments available for sale $232.4M as of December 29, 2023 TOTAL ICLS SOLD… 1M 1999-2Q19 ~20 YEARS 2M 2Q22 ~3 YEARS 3M 1Q24 <2 YEARS 6M 4Q26E VISION 2026 STAAR expects to sell more ICLs in the next three years (2024-2026) than the first 25 years of ICL sales combined. 30+ Year History of Safety and Effectiveness 3 Million+ Lenses Sold 200+ Peer-Reviewed ICL Clinical Papers 99.4% of EVO patients surveyed would choose EVO again* * Patient EVO Visian ICL registry data on file. Strategic Priorities and Growth Initiatives for 2024 Increasing Surgeon Confidence in Measurement of the Eye and Lens Size Selection Increasing -6D to -8D Sales Mix New Product Innovation Growing New and Emerging markets Creating a High-Performance Organization Multi-year track record of profitable growth, aided by strong balance sheet, create a strong foundation for 2024 and beyond.
Dear Fellow Shareholders:
At STAAR, our vision is to be the first choice for doctors and patients seeking visual freedom from the hassles of eyeglasses or contact lenses. We believe that our lens-based vision correction technology will continue to disrupt traditional laser-based refractive procedures, as more and more surgeons and patients seek out the benefits and advantages of our Implantable Collamer® Lenses (ICLs).
In 2023, we delivered another year of global growth and profitability, while continuing to invest in driving consumer awareness of the EVO ICL™. Despite macroeconomic challenges and a global decline in refractive industry procedures in 2023, we grew our net sales in 2023 by 13% to $322.4 million. Our ICL sales were up 18% compared to 2022. Even with significant investments to build a foundation for future growth, including sales and marketing, operations, and manufacturing capacity and capabilities, we generated net income of $21.3 million in 2023, and we ended the year with cash, cash equivalents and investments available for sale of $232.4 million. We believe this positions us well for 2024 and beyond.
We believe that if we execute on our strategic priorities and growth initiatives, we can bring the EVO ICL to more patients globally and create significant shareholder value. The near and long-term market opportunity for EVO ICL is exciting and vast - myopia is a global pandemic with no known cure. In 2024, we intend to focus on the following:
Increasing Surgeon Confidence in Measurement of the Eye and Lens Size Selection;
Increasing -6D to -8D Sales Mix;
New Product Innovation;
Growing New and Emerging markets; and
Creating a High-Performance Organization.
In 2024, growing our U.S. business will continue to be a priority for us. We believe our marketing campaigns in 2022 and 2023 increased customer awareness, and as patients seek out EVO ICL as a potential option for vision correction, our ability to educate, train and support surgeons will be critical. This is important not only in the U.S, but also as we look to grow our business in other new and emerging markets worldwide. To that end, we recently established a Department of Global Professional Education and Training under our Chief Medical Officer, which brings together strategic and professional education, clinical training, and commercial training under a single leadership point. That department will more closely align training, education, and commercial activities globally to enhance knowledge and understanding of our ICL technology and its benefits to patients and practices.
We have passionate and dedicated employees at STAAR, and we plan to continue to invest in our organization and our people. We are creating a High-Performance Organization around shared goals and corporate values that emphasize empowerment, high speed of execution, accountability. global mindset, and fun. And as a facts and data-driven organization, we are using voice of customer and voice of employee input to drive better decisionmaking. The STAAR team is embracing what it means to be a High-Performance Organization, and I am excited about what we can achieve together. On behalf of management and Board, I want to thank each of the over 1,000 STAAR employees worldwide for their contributions to our Company’s success in 2023.
And I want to thank each of our shareholders for your continued support. I hope you share in my enthusiasm for EVO ICL and believe in STAAR’s vision. On behalf of the customers that we serve, their patients, and all of my colleagues, I thank you for your investment in STAAR Surgical Company.
Sincerely,
Thomas G. FrinziChair of the Board, President and Chief Executive Officer
| STAAR SURGICAL COMPANY 25651 Atlantic Ocean Dr.Lake Forest, CA 92630 | NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS | ||
|---|---|---|---|
| Meeting Date:June 20, 2024 | Meeting Time:8:30 a.m. Pacific Time | Meeting Place:Virtual via the internet | |
| Who may Vote: Shareholders of record at the close of business on April 22, 2024 | The Board of Directors is soliciting your proxy for the annual meeting of the shareholders (the “Annual Meeting”) of STAAR Surgical Company (“STAAR” or the “Company”) to be held on June 20, 2024, at 8:30 a.m. (Pacific Time), and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in this Notice and the accompanying Proxy Statement. The Annual Meeting will be conducted by live audio webcast via the internet at www.virtualshareholdermeeting.com/STAA2024. STAAR shareholders or their legal proxy holders can participate, submit questions, vote, and examine our shareholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/STAA2024 and using a valid control number. Items of Business | ||
| 1 | Elect the following seven director nominees named in the Proxy Statement for a term of office expiring at the Company’s 2025 annual meeting of shareholders or until their successors are duly elected and qualified: Arthur C. Butcher, Stephen C. Farrell, Thomas G. Frinzi, Wei Jiang, Aimee S. Weisner, Elizabeth Yeu, M.D., and Lilian Zhou | ||
| Ways to Vote: | 2 | Approve an amendment to the Company’s Amended and Restated Omnibus Equity Incentive Plan, which increases the number of shares of Company common stock that are reserved for issuance under the plan by 2.6 million shares | |
| By Internet By Telephone By Mail | 3 | Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2024 | |
| 4 | Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers | ||
| Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting | |||
| The Annual Meeting will be held as a live audio webcast via the internet. You will not be able to attend the Annual Meeting in person. The accompanying Proxy Statement includes instructions on how to participate in the Annual Meeting and how you may vote your shares. Your vote is important to us. Whether or not you expect to attend the Annual Meeting by live audio webcast, please submit a proxy or your voting instructions as soon as possible to instruct how your shares are to be voted at the Annual Meeting. | |||
| The Board of Directors recommends a vote “FOR” each of the director nominees named in Item 1, and “FOR” Items 2, 3, and 4. | |||
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY
MATERIALS FOR THE STAAR SURGICAL COMPANY 2024 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 20, 2024
You can find the Proxy Statement for the Annual Meeting, the proxy card, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023 atwww.proxyvote.com. To view materials via the internet, please follow the instructions set forth on the Notice of Availability of Proxy Materials mailed on or about April 24, 2024, to all shareholders of record as of the close of business on April 22, 2024.
Shareholders of record as the close of business on April 22, 2024 are entitled to notice of, and to vote at, the Annual Meeting. Shareholders of record can vote via:
The Internet atwww.proxyvote.com (and following instructions on the proxy card);
By calling 1-800-690-6903; or
By mail if you request a paper copy of the materials, which will include a proxy card (please see the instructions on the Notice of Availability of Proxy Materials).
If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee, you should refer to the instructions provided by the organization that holds your shares.
The Annual Meeting will be held as a live audio webcast via the internet. To be admitted to the Annual Meeting, please visitwww.virtualshareholdermeeting.com/STAA2024. Online check-in will be available approximately 10 minutes before the meeting starts. If you are a shareholder of record, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through thehttp://www.proxyvote.com website, then you may be admitted using the 16-digit control number included on that instruction form or notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. Once admitted to the Annual Meeting, shareholders will be able to submit questions, vote or examine the shareholder list at the Annual Meeting by following the instructions on the Annual Meeting website.
By Order of the Board of Directors,
Nathaniel Sisitsky, Esq.
General Counsel and Corporate Secretary
Lake Forest, California
April 24, 2024
| Table of Contents | Page |
|---|---|
| Important Notice Regarding Internet Availability of Proxy Materials | |
| Proxy Statement Summary | 1 |
| Proposal No. 1: Election of Directors | 3 |
| Information Regarding Director Nominees | 4 |
| Corporate Governance | 10 |
| Compensation of Directors | 19 |
| Information Regarding Executive Officers | 21 |
| Compensation Discussion and Analysis | 25 |
| —Overview and Highlights | 25 |
| —Compensation Program Philosophy and Process | 26 |
| —Elements of Compensation | 27 |
| —2023 Equity Awards | 29 |
| —2023 Bonus Awards | 30 |
| —Change-in-Control and Other Benefits | 31 |
| —Employment and Other Agreements | 32 |
| —Compensation Committee Report | 34 |
| —Compensation Committee Interlocks and Insider Participation | 34 |
| Compensation Tables | 35 |
| Equity Compensation Plan Information | 41 |
| Pay Ratio Disclosure | 42 |
| Pay Versus Performance | 43 |
| Review of Related Person Transactions | 47 |
| Security Ownership of Principal Shareholders and Management | 48 |
| Audit Committee Report | 50 |
| Proposal No. 2: Approval of Amendment to Amended and Restated Omnibus Equity Incentive Plan | 51 |
| Proposal No. 3: Ratification of Independent Registered Public Accounting Firm | 59 |
| Proposal No. 4: Advisory Vote to Approve Executive Compensation | 61 |
| Questions and Answers about the Annual Meeting and Voting | 63 |
| Appendix 1—Amendment No. 1 to Amended and Restated Omnibus Equity Incentive Plan | |
| Appendix 2—Amended and Restated Omnibus Equity Incentive Plan | |
| Appendix 3—Non-GAAP Financial Measures | |
Forward-Looking Statements and Website References
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are those concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including statements regarding our environmental and other sustainability plans and goals. We caution you that these statements are not guarantees of future performance, nor promises that goals or targets will be met. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations and assumptions will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including but not limited to, the risk factors that we identify in our filings made with the Securities and Exchange Commission (the “SEC”), and actual results may differ materially from the results anticipated in such forward-looking statements. Our forward-looking statements speak only as of the date of this proxy statement, and we undertake no duty to update or revise any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.