STAAR SURGICAL CO
For the period ended Apr 24, 2025. Filed Apr 24, 2025.
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Apr 24, 2025 · Filed Apr 24, 2025
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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.
2025 Annual Meeting & Proxy Statement June 18, 2025hi
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 Key Focus: Surgeon Education and Training STAAR University EVO Experience Center Ophthalmic conventions Research studies Papers and publications In March 2024, we celebrated a major milestone for STAAR - over 3 million of our Implantable Collamer® Lenses sold worldwide In April 2024, we launched STAAR University, which offers surgeons access to data, publications, and resources to support clinical confidence In September 2024, we opened a new EVO Experience Center at our headquarters in California to serve as a hub for hands-on training and education Strategic Imperatives for 2025 Support our business in China as we work to navigate the macroeconomic challenges and position the Company for growth once the market 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 Key Focus: Surgeon Education and Training STAAR University EVO Experience Center Ophthalmic conventions Research studies Papers and publications In March 2024, we celebrated a major milestone for STAAR - over 3 million of our Implantable Collamer® Lenses sold worldwide In April 2024, we launched STAAR University, which offers surgeons access to data, publications, and resources to support clinical confidence In September 2024, we opened a new EVO Experience Center at our headquarters in California to serve as a hub for hands-on training and education Strategic Imperatives for 2025 Support business in China by simplifying our revenue model and optimizing channel inventory as we work to streamline operations and position the Company for growth Accelerate Switzerland ICL production to supplement U.S. manufacturing capacity, mitigate potential tariff impacts, and bring manufacturing closer to customers Drive execution in key markets globally and increase adoption of lower diopter ICLs Expand product offering and regulatory approvals globally Increase awareness in patients and the medical community of the clinical benefits of our ICLs Rationalize cost structure to improve profitability and cash flow generation Continue to invest in product innovation and opportunities to expand the use of our proprietary biocompatible Collamer® material STAAR has outstanding products, a strong network of surgeons, and a clear path to continued market share gains in a market that we expect to grow substantially over time.
Dear Fellow Shareholders:
Thank you for your continued support of STAAR Surgical Company. In 2024, STAAR continued to drive awareness of our advanced lens-based vision correction technology and invest in our company to build a foundation for future growth. Our Implantable Collamer® Lenses (ICLs) have a history of proven success, and in March 2024, we celebrated a major milestone for our company - over 3 million ICLs sold worldwide.
Our dedicated employees participated in major ophthalmic conventions around the world in 2024 to educate surgeons about the features and benefits of our ICLs, and we are investing in market development, practice support, healthcare professional training, and patient outreach to drive growth. We believe that patient awareness combined with surgeon education and training are critical to the continued adoption of the ICL procedure. In April 2024, we announced the launch of STAAR University, which offers surgeons access to publications, key clinical outcomes data, and other resources to support clinical confidence. In September 2024, we opened a new EVO Experience Center at our headquarters in Lake Forest, CA, to serve as a hub for comprehensive, hands-on training and education in lens-based vision correction.
Our efforts to raise awareness in patients and to educate and train surgeons contributed to double-digit revenue growth in 2024 in many of our key markets, including Japan, South Korea, and the United States. However, macroeconomic conditions in China had a significant impact on our business in 2024. After a robust start to fiscal 2024, China experienced slowing growth in 2024, and weak consumer consumption contributed to reduced demand for ICL procedures. As a result, we reported net sales of $313.9 million for 2024, a decrease of 3% compared to $322.4 million in 2023.
In 2025, we are taking steps to best position the company for long-term success. We have made changes to the company’s leadership team and realigned our leadership structure to better address market needs. We believe our efforts to align and streamline our organizational structure and management team will drive revenue growth, improve our cost structure, and better position the business to increase shareholder value.
STAAR has outstanding technology, a consistent history of market share gains, a large addressable market supported by the expanding incidence of myopia, a strong balance sheet, and a demonstrated ability to drive profitability and cash flow. In addition, we have a strong network of surgeons and channel partners who recognize the benefits of our innovative offering. The building blocks for STAAR’s success are in place, and during 2025, we will be looking at opportunities for improvement, optimization, and efficiency. Despite recent challenges, we believe STAAR is well positioned to deliver strong returns as the refractive surgery market stabilizes and resumes its historic growth. On behalf of our customers, patients, and all of our colleagues, we thank you for your investment in STAAR Surgical Company.
| Sincerely, | |
|---|---|
| Stephen C FarrellChief Executive Officer | Elizabeth Yeu, M.D.Board Chair |
| STAAR SURGICAL COMPANY 25510 Commercentre Dr.Lake Forest, CA 92630 | NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS | |
|---|---|---|
| Meeting Date:June 18, 2025 · 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, 2025 | 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 18, 2025, 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/STAA2025. STAAR shareholders or their legal proxy holders can participate, submit questions, and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/STAA2025 and using a valid control number. Items of Business | |
| 1 | Elect the following six director nominees named in the Proxy Statement for a term of office expiring at the Company’s 2026 annual meeting of shareholders or until their successors are duly elected and qualified: Arthur C. Butcher, Stephen C. Farrell, Wei Jiang, Louis E. Silverman, Elizabeth Yeu, M.D., and Lilian Y. Zhou | |
| Ways to Vote: | 2 | Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2026 |
| By Internet By Telephone By Mail | 3 | 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 and 3. | ||
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY
MATERIALS FOR THE STAAR SURGICAL COMPANY 2025 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 18, 2025
You can find this Notice of the Annual Meeting, the Proxy Statement for the Annual Meeting, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2024 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, 2025, to all shareholders of record as of the close of business on April 22, 2025.
Shareholders of record as of the close of business on April 22, 2025 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, Notice, or voting instruction form);
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). Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copy of your 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 voting 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/STAA2025. 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 vote at the Annual Meeting by following the instructions on the Annual Meeting website.
By Order of the Board of Directors,
Nathaniel Sisitsky, Esq.
Chief Legal Officer and Corporate Secretary
Lake Forest, California
April 24, 2025
| Table of Contents | Page |
|---|---|
| Proxy Statement Summary | 1 |
| Proposal No. 1: Election of Directors | 3 |
| Information Regarding Director Nominees | 4 |
| Corporate Governance | 9 |
| Compensation of Directors | 19 |
| Information Regarding Executive Officers | 21 |
| Compensation Discussion and Analysis | 24 |
| —Overview and Highlights | 24 |
| —Compensation Program Philosophy and Process | 26 |
| —Elements of Compensation | 27 |
| —Change-in-Control and Other Benefits | 32 |
| —Employment and Other Agreements | 33 |
| —Compensation Committee Report | 35 |
| —Compensation Committee Interlocks and Insider Participation | 36 |
| Compensation Tables | 37 |
| Equity Compensation Plan Information | 43 |
| Pay Ratio Disclosure | 44 |
| Pay Versus Performance | 45 |
| Review of Related Person Transactions | 49 |
| Security Ownership of Principal Shareholders and Management | 50 |
| Audit Committee Report | 52 |
| Proposal No. 2: Ratification of Independent Registered Public Accounting Firm | 53 |
| Proposal No. 3: Advisory Vote to Approve Executive Compensation | 55 |
| Questions and Answers about the Annual Meeting and Voting | 57 |
| Appendix—Non-GAAP Financial Measures | |
Forward-Looking Statements and Website References
This document contains statements that constitute “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. Forward-looking statements contained in this proxy statement, include, without limitation, our expectations regarding the demand for ICLs; our expectations regarding the benefits of leadership realignment; the plans, strategies, and objectives of management for future operations or prospects for achieving such plans, including statements under the caption “Strategic Imperatives for 2025.” 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 described in Part I. Item 1A. Risk Factors, in our 2024 Annual Report and those made in our future filings 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.