STAAR SURGICAL CO
For the period ended Apr 24, 2025. Filed Apr 24, 2025.
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.
Apr 24, 2025 · Filed Apr 24, 2025
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 phakic implantable 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. 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 (the “Board”) is soliciting your proxy for use at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being mailed, and this Proxy Statement and our 2024 Annual Report are first being made available to our shareholders on or about April 24, 2025. The Annual Meeting will be held as follows:
| Meeting Date:June 18, 2025 | Meeting Time:8:30 a.m. Pacific Time | Meeting Place:Virtual via the internet |
|---|
| Proposals | Board Recommendation | |
| 1 | Elect six director nominees named in this proxy statement | FOR all director nominees |
| 2 | Ratify the appointment of the Company’s independent registered public accounting firm for fiscal 2025 | FOR |
| 3 | Approve on a non-binding advisory basis the compensation of the Company’s named executive officers (“say-on-pay”) | FOR |
Director Nominees
| Director Since · Independ. · Other Public Boards · Committee Service | |||||||
|---|---|---|---|---|---|---|---|
| Age · Audit · Compensation · Nom/Gov | |||||||
| Arthur C. Butcher | 54 | 2024 | Y | 1 | — | Chair | — |
| Stephen C. Farrell* | 60 | 2016 | N | — | — | — | — |
| Wei Jiang | 61 | 2024 | N | 1 | — | — | — |
| Louis E. Silverman | 66 | 2025 | Y | 1 | Member | — | Member |
| Elizabeth Yeu, M.D.** | 46 | 2021 | Y | 1 | Member | Member | Chair |
| Lilian Y. Zhou | 42 | 2023 | Y | — | Chair | Member | Member |
| * Chief Executive Officer ** Board Chair | |||||||
In April 2025, we announced several changes to our Board. We expanded the size of the Board, and we appointed to the Board Louis E. Silverman, who previously served as a director from 2014 to 2022. Aimee S. Weisner, who has served as a director since 2022, has chosen not to stand for re-election, and our Board voted to reduce the size of the Board from seven to six directors upon the expiration of her term at the Annual Meeting. In addition, Mr. Jiang, who has served as a director since 2024, agreed to serve in a short-term role as a special strategic advisor to our Asia Pacific business. As we are compensating Mr. Jiang for his services, he is no longer independent under Nasdaq rules.
| 2025 Proxy Statement | – 1 – |
|---|
Corporate Governance Highlights
| Our Board of Directors is elected annually by our shareholders at the Annual Meeting | |
|---|---|
| Board Refreshment and Tenure | •4 of the 6 director nominees joined the STAAR Board within the last 2 years •1 director has a tenure of 4+ years; 1 director has a tenure of 9+ years |
| Governance Guidelines and Committee Charters | •In 2024, we adopted new Corporate Governance Guidelines and revised and updated our Board Committee charters for consistency, improved clarity, and to better align with governance best practices |
| Separation of CEO and Board Chair | •In February 2025, in connection with the appointment of Mr. Farrell as CEO, we separated the roles of CEO and Board Chair; Dr. Yeu, an ophthalmic surgeon who has served as a member of the STAAR Board since 2021, was elected to serve as Board Chair |
Executive Compensation Highlights
| Our “say-on-pay” vote received 83% support from shareholders at the 2024 Annual Meeting | |
|---|---|
| Compensation Best Practices | •In 2024, the Compensation Committee conducted a search for a new compensation consultant; following the search, the Committee engaged Semler Brossy to assist with benchmarking and structuring market-based compensation packages to attract and retain our executives•We previously adopted stock ownership guidelines and a clawback policy, and in 2024, we updated our insider trading policy, which implements processes and procedures designed to prevent insider trading violations and prohibits hedging and speculative transactions in STAAR securities |
| Pay for Performance | •In 2024, we structured our executive compensation program to include long-term incentive awards comprised of stock options (with a reduced allocation as compared to 2023), restricted stock units (RSUs), and performance stock units (PSUs)•Given macroeconomic and other factors that impacted our business and industry in 2024, our results fell short of our performance goals; as a result, our annual bonus plan was funded at 0% for executives, and the PSUs granted in 2024 did not vest and were forfeited |
Recent Developments
| In February 2025, Mr. Farrell was appointed CEO, and in March 2025, we right-sized and realigned our leadership structure to better address market needs | |
|---|---|
| Leadership Realignment | •In February 2025, Mr. Farrell, who has served as a member of the STAAR Board since 2016, was appointed CEO to succeed Thomas Frinzi•In March 2025, Warren Foust was promoted to President and Chief Operating Officer; Magda Michna, PhD was promoted to Chief Development Officer; Nathaniel Sisitsky, Esq. was promoted to Chief Legal Officer; and Keith Holliday, PhD retired as Chief Technology Officer•In March 2025, Deborah Andrews, a former CFO of STAAR, was appointed Interim CFO to succeed Patrick Williams, and STAAR announced that it would be initiating a search for a permanent CFO |
| 2025 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.