STAAR SURGICAL CO
For the period ended Apr 24, 2025. Filed Apr 24, 2025.
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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.
Apr 24, 2025 · Filed Apr 24, 2025
Contents
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company provides the following disclosure regarding executive compensation for its principal executive officer (“PEO”) and Non-PEO NEOs and the Company performance for each of fiscal years 2024, 2023, 2022, 2021, and 2020. The Compensation Committee did not consider the pay versus performance disclosure in making its pay decisions for any of the fiscal years shown.
| Value of Initial Fixed Investments based on:(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year(a) | Summary Compensation Table Total for The PEO ($)(1)(b) | Compensation Actually Paid to the PEO ($)(1),(2),(3)(c) | Average Summary Compensation Table for Non-PEO NEOs ($)(1)(d) | Compensation Actually Paid to Non-PEO NEOs ($)(1),(2),(3)(e) | TSR ($)(f) | Peer Group TSR ($)(g) | Net Income ($) (rounded to the nearest thousands)(h) | Revenue ($) (rounded to the nearest thousands)(5)(i) |
| 2024 | 7,821,216 | 2,747,432 | 2,562,044 | 1,214,377 | 70.39 | 125.56 | (20,208,000) | 313,901,000 |
| 2023 | 10,220,581 | 6,350,978 | 2,740,574 | 1,082,949 | 90.76 | 117.90 | 21,347,000 | 322,415,000 |
| 2022 | 6,501,953 | 1,027,645 | 2,053,028 | 1,162,152 | 141.17 | 117.30 | 39,665,000 | 284,391,000 |
| 2021 | 5,468,270 | 11,586,083 | 1,903,519 | 2,345,191 | 265.56 | 146.72 | 27,511,000 | 230,472,000 |
| 2020 | 2,975,812 | 12,657,136 | 1,738,479 | 2,794,730 | 230.42 | 131.76 | 5,913,000 | 163,460,000 |
(1)
Thomas G. Frinzi was the Company’s PEO for fiscal years 2023 - 2024 and Caren Mason was the Company’s PEO for fiscal years 2020 - 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below:
| 2020 | 2021 | 2022 | 2023 | 2024 |
| Patrick F. Williams | Patrick F. Williams | Patrick F. Williams | Patrick F. Williams | Patrick F. Williams |
| Scott Barnes | Scott Barnes | Scott Barnes | Scott Barnes | Warren Foust |
| Keith Holliday | Keith Holliday | Keith Holliday | Keith Holliday | Magda Michna |
| Hans Blickensdoerfer | Hans Blickensdoerfer | James Francese | Warren Foust | Nathaniel Sisitsky |
| Deborah Andrews | ||||
|---|---|---|---|---|
(2)
The amounts shown for Compensation Actually Paid (“CAP”) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below.
(3)
CAPreflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair value did not material differ from those disclosed at the time of grant. Amounts in the Exclusion of Stock Awards and Option Awards column are based on the amounts reported in the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Changes in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in prior years Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
| Year | Summary Compensation Table Total for the PEO ($) | Exclusion of Stock Awards and Option Awards for the PEO ($) | Inclusion of Equity Values for the PEO ($) | Compensation Actually Paid to the PEO ($) |
|---|---|---|---|---|
| 2024 | 7,821,216 | (6,999,997) | 1,926,213 | 2,747,432 |
| 2025 Proxy Statement | – 45 – |
|---|
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
|---|---|---|---|---|---|---|
| 2024 | 2,562,044 | - | (1,999,600) | - | 651,933 | 1,214,377 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for the PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for the PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for the PEO ($) | Total - Inclusion of Equity Values for the PEO ($) |
|---|---|---|---|---|
| 2024 | 2,612,098 | (655,234) | (30,651) | 1,926,213 |
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|---|---|---|---|---|
| 2024 | 746,304 | (162,001) | 67,630 | 651,933 |
(4)
The Peer Group Total Shareholder Return (”TSR”) set forth in this table utilizes the S&P 400 Health Care Index, which the Company also utilizes in the stock performance graph required by Item 201(3) of Regulation S-K included in the Company’s Annual Report for the year ended December 27, 2024. The comparison assumes $100 was invested for the period starting January 3, 2020 through the end of the listed year in the Company and in the S&P 400 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
The Company determined Revenue to be the most important financial performance measure used to link Company performance to CAP to its PEO and Non-PEOs in 2024. This performance measure may not have been the most important financial performance measure for fiscal years 2023, 2022, 2021 and 2020 and the Company may determine a different financial performance measure to be the most important financial performance measure in future years.
| 2025 Proxy Statement | – 46 – |
|---|
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return and Peer Group Total Shareholder Return
The following chart sets forth the relationship between Compensation Actually Paid to the Company’s PEO, the average of Compensation Actually Paid to the Company’s Non-PEO NEOs, and the cumulative TSR of the Company and S&P 400 Health Care Index over the three most recently completed fiscal years:
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to the Company’s PEO, the average of Compensation Actually Paid to the Company’s Non-PEO NEOs, and the Company’s net income over the three most recently completed fiscal years:
| 2025 Proxy Statement | – 47 – |
|---|
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue
The following chart sets forth the relationship between Compensation Actually Paid to the Company’s PEO, the average of Compensation Actually Paid to the Company’s Non-PEO NEOs, and the Company’s revenue over the three most recently completed fiscal years:
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually paid to the Company’s PEO and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
Revenue
Adjusted EBITDA
Net Income
| 2025 Proxy Statement | – 48 – |
|---|
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