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STAAR SURGICAL CO

For the period ended Jun 20, 2024. Filed Apr 24, 2024.

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About this filing

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.

Jun 20, 2024 · Filed Apr 24, 2024

STAA$25.21-5.7%Stored close · as of Nov 6, 2026
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Compensation Program Philosophy and Process

The Company is dedicated to pursuing a mix of near, medium, and longer-term business objectives designed to build and increase shareholder value. 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 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 of Directors in making compensation decisions. In 2023, the Compensation Committee engaged Aon Human Capital Solutions (formerly Radford Consulting) to review non-employee director and executive officer compensation and provide benchmark data and recommendations. In January 2023, Aon proposed updates to the peer group for the Company based on the Company’s revenue, market capitalization, and headcount, among

2024 Proxy Statement– 26 –

other metrics. Based on Aon’s recommendations, we removed from our peer group Abiomed, and we added iRhythm Technologies. As a result, the peer group was comprised of the 17 companies reflected in the table below.

Such peer group was selected from U.S. based medical device companies with market capitalizations between $900 million and $8.1 billion and revenue generally between $140 million and $840 million. The Committee accepted Aon’s recommended revised peer group and the Board of Directors approved the Committee’s recommendation. Our peer group, which we used as one element for setting 2023 compensation, consisted of the following companies:

AtriCureiRhythm Technologies
AxonicsMerit Medical Systems
Cardiovascular SystemsNevro
GlaukosNuVasive
Globus MedicalPenumbra
ICU MedicalQuidelOrtho
Inari MedicalShockWave Medical
InogenTandem Diabetes Care
Inspire Medical Systems

We additionally use peer group data as part of reviewing the overall appropriateness and competitiveness of our executive compensation program.

In 2021, retention and recruitment challenges for high-performing executives suggested that our compensation structure was not sufficiently competitive. The Committee assessed benchmark data and recommendations from Aon in 2021 and determined that it was in the Company’s best interests to adjust the compensation program mid-year to support retention and recruitment efforts. In 2022, similar to the second half of 2021, the Committee determined, after assessing Aon’s benchmark data and recommendations, to target base salary at or near the 75 th percentile of our peer companies and total target compensation between the 50 th — 75 th percentile based on an analysis of our peers’ compensation levels, which reflected the experience, leadership, specialized skill sets and sustained performance of our executive team. The Committee took a similar approach in 2023, including for recruiting new executives.

At our 2023 Annual Meeting held on June 15, 2023, shareholders representing approximately 95% of the votes cast on the proposal approved the compensation of our named executive officers. Given the strong support shown, we did not make any changes to our executive compensation program as a result of this vote.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.