STAAR SURGICAL CO
For the period ended Jun 20, 2024. Filed Apr 24, 2024.
View on SEC.govAbout 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
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 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. In 2023, STAAR reported worldwide revenue of $322.4 million, an increase of 13% from the prior year, and we generated net income of $21.3 million.
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 is soliciting your proxy for use at the 2024 Annual Meeting of Shareholders. The Board is making proxy materials available on the Internet to shareholders on or about April 24, 2024.
| Meeting Date:June 20, 2024 | Meeting Time:8:30 a.m. Pacific Time | Meeting Place:Virtual via the internet |
|---|
| Proposals | Board Recommendation | |
| 1 | Elect seven director nominees | FOR all director nominees |
| 2 | Approve an amendment to the Company’s Amended and Restated Omnibus Equity Incentive Plan | FOR |
| 3 | Ratify the appointment of the Company’s independent registered public accounting firm | 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 · Other Public Boards · Committee Service | ||||||
|---|---|---|---|---|---|---|
| Age · Audit · Compensation · Nominating/Governance | ||||||
| Arthur C. Butcher | 53 | 2024 | 1 | — | Member | — |
| Stephen C. Farrell* | 59 | 2016 | — | Chair | — | Member |
| Thomas G. Frinzi** | 68 | 2020 | — | — | — | — |
| Wei Jiang | 60 | 2024 | 1 | Member | — | Chair |
| Aimee S. Weisner | 55 | 2022 | 2 | — | Chair | Member |
| Elizabeth Yeu, M.D. | 45 | 2021 | 1 | Member | Member | — |
| Lilian Zhou | 41 | 2023 | — | Member | — | Member |
| * Independent Lead Director ** All directors are independent, except for Mr. Frinzi, STAAR’s President and CEO | ||||||
| 2024 Proxy Statement | – 1 – |
|---|
Corporate Governance Highlights
| Our Board of Directors is elected annually by our shareholders at the Annual Meeting | |
|---|---|
| Board Refreshment and Tenure | •3 new director nominees joined within the last year •3 director nominees with tenure of 1-5 years•1 director nominee with tenure of 5+ years |
| Independence and Diversity | •Independent Lead Director•6 of 7 director nominees are independent•3 of 7 director nominees are female•3 of 7 director nominees self-identify as ethnically diverse |
Executive Compensation Highlights
| Our “say-on-pay” vote received over 95% support from shareholders at the 2023 Annual Meeting | |
|---|---|
| Compensation Best Practices | •2023 long-term incentive awards for our executives were granted in a combination of stock options, restricted stock units, and performance stock units.•In connection with the hiring of new executives in 2023, including Mr. Frinzi as President and Chief Executive Officer, the Compensation Committee conducted benchmarking and used the services of its independent compensation consultant, Aon Human Capital Solutions (formerly Radford Consulting) to structure market-based compensation packages to attract and retain each executive. |
| Pay for Performance | •Given macroeconomic and other factors that impacted our business and industry in 2023, our performance fell short of goals that we set at the beginning of 2023. As a result, our annual bonus plan was funded at 50% of target, and performance stock units granted to members of our management team in 2023 did not vest and were forfeited. |
Equity Incentive Plan Highlights
| We are seeking shareholder approval of a 2.6 million increase in the shares available for grant | |
|---|---|
| Equity Plan and Amendment | •Our shareholders last approved the Amended and Restated Omnibus Equity Incentive Plan (the “Plan”) at the 2023 Annual Meeting.•The Plan includes governance best practices, including prohibitions on option repricing and cash buyouts of underwater options, limitations on share recycling, and award amount limits, including for director awards.•The Plan amendment would increase the shares available for grant by 2.6 million shares, to an aggregate total of 22,805,000 shares. |
| Responsible Share Usage | •The Company has thoughtfully managed its equity award burn rate, with a three-year average unadjusted burn rate of 1.6%.•The Company’s 2023 unadjusted burn rate was 2.6%, driven primarily by equity awards for new executives, including Mr. Frinzi as President and Chief Executive Officer. |
| 2024 Proxy Statement | – 2 – |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.