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 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

☒ 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.

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 2023 Net Sales $322.4M 2023 Net Income $21.3M Cash, cash equivalents and investments available for sale $232.4M as of December 29, 2023 TOTAL ICLS SOLD… 1M 1999-2Q19 ~20 YEARS 2M 2Q22 ~3 YEARS 3M 1Q24 <2 YEARS 6M 4Q26E VISION 2026 STAAR expects to sell more ICLs in the next three years (2024-2026) than the first 25 years of ICL sales combined. 30+ Year History of Safety and Effectiveness 3 Million+ Lenses Sold 200+ Peer-Reviewed ICL Clinical Papers 99.4% of EVO patients surveyed would choose EVO again* * Patient EVO Visian ICL registry data on file. Strategic Priorities and Growth Initiatives for 2024 Increasing Surgeon Confidence in Measurement of the Eye and Lens Size Selection Increasing -6D to -8D Sales Mix New Product Innovation Growing New and Emerging markets Creating a High-Performance Organization Multi-year track record of profitable growth, aided by strong balance sheet, create a strong foundation for 2024 and beyond.

Dear Fellow Shareholders:

At STAAR, our vision is to be the first choice for doctors and patients seeking visual freedom from the hassles of eyeglasses or contact lenses. We believe that our lens-based vision correction technology will continue to disrupt traditional laser-based refractive procedures, as more and more surgeons and patients seek out the benefits and advantages of our Implantable Collamer® Lenses (ICLs).

In 2023, we delivered another year of global growth and profitability, while continuing to invest in driving consumer awareness of the EVO ICL™. Despite macroeconomic challenges and a global decline in refractive industry procedures in 2023, we grew our net sales in 2023 by 13% to $322.4 million. Our ICL sales were up 18% compared to 2022. Even with significant investments to build a foundation for future growth, including sales and marketing, operations, and manufacturing capacity and capabilities, we generated net income of $21.3 million in 2023, and we ended the year with cash, cash equivalents and investments available for sale of $232.4 million. We believe this positions us well for 2024 and beyond.

We believe that if we execute on our strategic priorities and growth initiatives, we can bring the EVO ICL to more patients globally and create significant shareholder value. The near and long-term market opportunity for EVO ICL is exciting and vast - myopia is a global pandemic with no known cure. In 2024, we intend to focus on the following:

In 2024, growing our U.S. business will continue to be a priority for us. We believe our marketing campaigns in 2022 and 2023 increased customer awareness, and as patients seek out EVO ICL as a potential option for vision correction, our ability to educate, train and support surgeons will be critical. This is important not only in the U.S, but also as we look to grow our business in other new and emerging markets worldwide. To that end, we recently established a Department of Global Professional Education and Training under our Chief Medical Officer, which brings together strategic and professional education, clinical training, and commercial training under a single leadership point. That department will more closely align training, education, and commercial activities globally to enhance knowledge and understanding of our ICL technology and its benefits to patients and practices.

We have passionate and dedicated employees at STAAR, and we plan to continue to invest in our organization and our people. We are creating a High-Performance Organization around shared goals and corporate values that emphasize empowerment, high speed of execution, accountability. global mindset, and fun. And as a facts and data-driven organization, we are using voice of customer and voice of employee input to drive better decisionmaking. The STAAR team is embracing what it means to be a High-Performance Organization, and I am excited about what we can achieve together. On behalf of management and Board, I want to thank each of the over 1,000 STAAR employees worldwide for their contributions to our Company’s success in 2023.

And I want to thank each of our shareholders for your continued support. I hope you share in my enthusiasm for EVO ICL and believe in STAAR’s vision. On behalf of the customers that we serve, their patients, and all of my colleagues, I thank you for your investment in STAAR Surgical Company.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY

MATERIALS FOR THE STAAR SURGICAL COMPANY 2024 ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 20, 2024

You can find the Proxy Statement for the Annual Meeting, the proxy card, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023 at www.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, 2024, to all shareholders of record as of the close of business on April 22, 2024.

Shareholders of record as the close of business on April 22, 2024 are entitled to notice of, and to vote at, the Annual Meeting. Shareholders of record can vote via:

- The Internet at www.proxyvote.com (and following instructions on the proxy card);

- 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).

If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee, you should refer to the 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 visit www.virtualshareholdermeeting.com/STAA2024. 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 the http://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 submit questions, vote or examine the shareholder list at the Annual Meeting by following the instructions on the Annual Meeting website.

Forward-Looking Statements and Website References

This document contains “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, including statements regarding our environmental and other sustainability plans and goals. 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 that we identify in our filings made 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.

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.

Director Nominees

Corporate Governance Highlights

Executive Compensation Highlights

Equity Incentive Plan Highlights

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Proposal No. 1 is for the election of seven directors nominated for re-election to the Board. Each of Arthur C. Butcher, Stephen C. Farrell, Thomas G. Frinzi, Wei Jiang, Aimee S. Weisner, Elizabeth Yeu, M.D., and Lilian Zhou currently serve as directors, and each has been nominated for re-election as a director to serve until STAAR’s 2025 Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, removal or retirement.

Our Board currently consists of eight directors, and the term of service for each of our directors will expire at the Annual Meeting. All of our current directors, with the exception of K. Peony Yu, M.D., are standing for re-election at the Annual Meeting. As Dr. Yu is not standing for re-election, our Board has voted to reduce the size of the Board from eight directors to seven directors upon the expiration of Dr. Yu’s term as a director.

The Board of Directors has nominated Arthur C. Butcher, Stephen C. Farrell, Thomas G. Frinzi, Wei Jiang Aimee S. Weisner, Elizabeth Yeu, M.D., and Lilian Zhou for re-election to the Board. Each of these nominees has indicated his or her willingness to serve and, unless otherwise instructed, the Proxy holders will vote the Proxies received by them for those seven nominees. If a nominee is unable or unwilling to serve as a director at the time of the Annual Meeting or any continuation, postponement or adjournment of the meeting, the Proxy holders will vote the Proxies for another nominee, if the current Board of Directors designates a nominee to fill the vacancy.

The qualifications of the individual directors upon which the Board of Directors based its nominations are described along with the biography of each nominee below.

INFORMATION REGARDING DIRECTOR NOMINEES

The table below sets forth certain information regarding the seven directors nominated for re-election to the Board, as of April 24, 2024:

Director Nominee Highlights

Each of our seven director nominees’ skills and experiences are summarized in the following table and described more fully in their individual profiles below. Even though a particular skill may not be indicated in the table, our directors often have some level of experience in many of the areas listed.

Director Nominee Skills and Experience

*As of April 22, 2024. The chart only includes information for directors nominated for re-election at the Annual Meeting.

Director Nominee Profiles

CORPORATE GOVERNANCE

Since our 2023 Annual Meeting of Shareholders, we have had ongoing dialogue with a number of our investors, representing over 50% of shares outstanding, to build relationships and receive feedback on a variety of topics important to them, including governance and operations. The feedback received through our shareholder outreach efforts is communicated to and considered by the Board, and has helped inform our decisions, when appropriate. At the 2023 Annual Meeting of Shareholders, we received over 95% support from shareholders on our “say-on-pay” advisory vote.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to memorialize its governance practices, which serve as a framework within which our Board of Directors and our Board Committees operate. These guidelines cover a number of areas, including the role and functioning of the Board and Board Committees, Board composition and leadership structure, director selection and qualification, succession planning, and shareholder engagement, among other things. A copy of our Guidelines on Significant Corporate Governance Issues is available on our website at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.”

Director Independence

Our Board has reviewed its composition, the composition of our Board Committees and the independence of each director. Based upon information provided by each director, our Board has determined that none of our current directors, with the exception of Thomas G. Frinzi who serves as President and Chief Executive Officer, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each is independent under applicable SEC and NASDAQ rules. The Board also determined that Gilbert H. Kliman, M.D. was independent during the period he served on the Board during fiscal 2023. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining their independence.

Board Leadership Structure

The Board annually reviews its leadership structure to evaluate whether the structure remains appropriate for us. We have no policy requiring either that the positions of the Chair of the Board and Chief Executive Officer be separate or that they be occupied by the same individual. Our Board believes that it is important to retain flexibility to allocate the responsibilities of both offices in a way that is in our best interests and the best interests of our shareholders at the time it elects a new Chief Executive Officer or Chair of the Board, or at other times when consideration is warranted by circumstances.

Our Chair of the Board, Thomas G. Frinzi, was appointed Chief Executive Officer upon the retirement of our prior Chief Executive Officer, Caren Mason, effective January 1, 2023. Pursuant to our Guidelines on

Significant Corporate Governance Issues, in the event the Chair of the Board is not an independent director, the independent directors will annually appoint from amongst themselves a Lead Independent Director with such responsibilities as the Board shall determine from time to time. Effective January 1, 2023, the independent members of the Board appointed Stephen C. Farrell as Lead Independent Director.

The Lead Independent Director has the following responsibilities:

We believe the combined Chair and CEO leadership role along with a Lead Independent Director streamlines our Board’s processes to provide support and direction on corporate initiatives and, at the same time, promotes effective and independent oversight of management and our business.

Evaluation of Board Effectiveness

The Board, under the direction of the Nominating and Governance Committee, conducts an annual self-evaluation and assessment process. The Board believes that an annual evaluation process is an important component of strong corporate governance practices and promoting ongoing Board effectiveness. The process involves each director annually completing an evaluation of the full Board. The evaluation is intended to provide each director with an opportunity to evaluate performance for the purpose of improving Board and Board Committee processes and effectiveness. The detailed evaluation questionnaire, which is administered by our General Counsel, seeks quantitative ratings and qualitative comments in key areas of Board practice, and asks each director to evaluate how well our Board and our Board Committees operate and to make suggestions for improvements. These key areas include Board composition and director participation, meeting procedures, materials and format, allocation and delegation of responsibilities among our Board and its committees and adequacy and availability of resources. The General Counsel compiles the directors’ feedback and presents the results to the full Board, on an anonymous basis, for candid discussion and feedback. After receiving feedback from the Board discussion of these results, the Nominating and Governance Committee recommends improvements for the Board to consider implementing, as needed. As part of the process for the 2023 annual evaluation, the Board also engaged in a peer evaluation, supported by our General Counsel. Our General Counsel conducted interviews with each Board member to discuss the individual director’s performance and obtain feedback on the effectiveness of other directors.

Director Resignation Policy for Uncontested Election of Directors

In an uncontested election of directors (i.e., an election where the only nominees are those recommended by the Board), any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to the Board of Directors following certification of the election results. For additional details, the Director Resignation Policy is published on our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.”

Special Meeting of Shareholders

Our Bylaws provide that a special meeting of shareholders (i) may be called, for any purpose or purposes, by the Board of Directors, the Chair of the Board, or the President, and (ii) shall be called by the Secretary if appropriately requested by a person (or group of persons) beneficially owning in the aggregate at least 35% of the Company’s outstanding shares of common stock.

Stock Ownership Guidelines

To further align the interests of our non-employee directors and our executive officers, the Board adopted guidelines relating to stock ownership. These stock ownership guidelines provide that non-employee directors are required, within four years of a non-employee director first joining the Board of Directors, to own a number of shares of our common stock equal in value to three times (3x) their base annual cash retainers, not including amounts received for service on Board Committees. Our Chief Executive Officer is required to own a number of shares of our common stock equal in value to three times (3x) his or her annual base salary, and our other executive officers are required to own a number of shares of our common stock equal in value to their annual base salaries, within four years from date of hire or promotion. For purposes of these stock ownership guidelines, ownership of our common stock includes (i) shares owned outright, (ii) shares owned by immediate family members residing in the same household, and (iii) shares held in trust for the benefit of the non-employee director or executive officer or their immediate family members residing in the same household. From time to time the Board will consider and may reset the level of stock ownership that it considers appropriate for our stock ownership guidelines.

Code of Business Conduct and Ethics

STAAR has adopted a Code of Business Conduct and Ethics applicable to all employees and directors. The Code of Business Conduct and Ethics is published on our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.” We intend to disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct and Ethics applicable to executive officers or directors on our website.

In 2022, we revised our Supplier Code of Conduct to include, among other things, certain standards from The International Labour Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work. Our Supplier Code of Conduct is also published on our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.”

Prohibition on Hedging Shares

STAAR’s global Anti-Hedging Policy prohibits any director, officer or employee subject to its terms from entering into short sales or derivative transactions, such as forward contracts or collars, to hedge or offset their economic exposure to STAAR shares.

Board of Directors’ Role in Risk Oversight

We believe that effective risk management and control processes are critical to our long-term success. Management is responsible for the day-to-day management of strategic, operational, legal, compliance, cybersecurity and financial risks, while our Board, as a whole and through our Board Committees, is responsible for the oversight of our risk management framework and activities. Consistent with this approach, subject matter experts within management, such as the General Counsel, the Chief Financial Officer, the Vice President of Global Human Resources, and the director of Internal Audit, and on occasion outside consultants review the framework and/or certain specific risks, as well as trends and emerging risks, with our Board and the applicable Board Committee as part of management presentations that focus on particular business functions, operations, or strategies. Management also provides report-outs regarding its enterprise risk assessments, including its compliance and risk mitigation

activities. Each of the Board's three standing Committees assists the Board in its risk oversight responsibilities, as follows:

Additional information about the responsibilities of the Board’s three standing Committees can be found below under “Board Committee Structure and Composition.”

Compensation Recoupment (Clawback) Policy

This policy includes standards for seeking the return, recoupment or “claw-back,” of excess incentive-based compensation received by the Company’s executive officers on or after October 2, 2023 and during a three fiscal year lookback (as required by Nasdaq listing standards implementing Exchange Act Rule 10D-1) in certain circumstances following a restatement of STAAR’s financial statements. If, following a restatement, it is determined that incentive-based compensation received by an executive officer exceeds the amount that would have been received if determined or calculated based on the Company’s restated financial results, such excess amount of incentive-based compensation shall be subject to recoupment by the Company. For purposes of this policy, incentive-based compensation includes any compensation granted, earned or vested based in whole or in part on the Company’s attainment of a financial reporting measure, and includes the annual bonuses and performance stock unit awards granted to our named executive officers in 2023. The Company may effect any recovery pursuant to the policy by requiring payment of such amount(s) to the Company, by set-off, by reducing future compensation, or by such other means or combination of means as the Compensation Committee determines to be appropriate. Any right of recoupment or recovery pursuant to the policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any other policy, any employment agreement or plan or award terms, and any other legal remedies available to the Company; provided that the Company shall not recoup amounts pursuant to such other policy, terms or remedies to the extent it is recovered pursuant to the recoupment policy. The Compensation Recoupment (Clawback) Policy is published on our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.”

Sustainability and Environmental, Social and Governance (ESG)

We seek to achieve our corporate goals in an ethical and sustainable manner. We published our most recent Sustainability Report in April 2024, which discusses our commitment to reducing our environmental footprint and fostering a culture of sustainability and inclusivity. We prepared the Sustainability Report consistent with the Sustainability Accounting Standards Board (SASB) framework of sustainability topics for medical equipment and supplies companies, which references the Taskforce on Climate-Related Financial Disclosures (TCFD) framework for third party risk. Our Sustainability Report is available in the Investor Resources section of our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.”

As discussed in the Sustainability Report, we continue to be focused as a Company on energy intensity, particularly as we grow and expand, and teams of cross-functional employees actively engage in proposing projects and participating in efforts to boost operational efficiency, cut costs, and lessen our carbon footprint. We have established an ESG Committee and a Climate Risk Committee to help drive these efforts, and we have engaged a consulting firm to conduct a critical supplier climate risk analysis designed in alignment with the TCFD reporting framework. In furtherance of our commitment to employee well-being, diversity, equity, and inclusion, we have expanded our offering of skills training for employees, professional development opportunities, and diversity training and programming. In 2023, we also focused on enabling employee participation in charitable and community philanthropic activities, and we fully launched a global employee charitable matching program.

Compensation Policies and Practices Related to Risk Management

STAAR’s Compensation Committee and Board of Directors have analyzed and continue to monitor whether STAAR’s compensation practices with respect to executive officers or any of its employees create incentives for risk-taking that could harm STAAR or its business. The Compensation Committee and the Board of Directors have determined that STAAR’s compensation practices and policies do not create any risk that is reasonably likely to have a material adverse effect on STAAR.

Meetings of the Board of Directors

The Board held six meetings during 2023. During 2023, each of our directors attended more than 75% of the total number of meetings of the Board and Board Committees on which they then served (during the period he or she served). In addition to Board meetings, directors are kept informed of our business through personal meetings and other communications, including telephone and electronic contacts with our Chief Executive Officer and others regarding matters of interest and concern to us and our shareholders. Independent directors meet when they deem necessary in executive session without management and at such other times as may be requested by any independent director. It is the policy of STAAR that directors attend the annual meeting of shareholders, if practicable. Each of our directors who was serving on our Board at the time of the 2023 Annual Meeting attended the 2023 Annual Meeting.

Board Committee Structure and Composition

The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The Board has adopted a written charter for each Board Committee to provide for its organization, procedures, and responsibilities. The following chart reflects the composition of the Board Committees as of the date of this Proxy Statement:

All of the directors listed in the above chart are independent directors under the rules of the Securities and Exchange Commission and the NASDAQ, with the exception of Thomas G. Frinzi, who serves as STAAR’s President and Chief Executive Officer.

Nominating and Governance Committee

The principal purpose of the Nominating and Governance Committee is to help ensure that the Board is appropriately constituted to meet its fiduciary obligations to shareholders and STAAR, and that STAAR has and follows appropriate governance standards. In accordance with its written charter, the Committee is responsible for the following:

During 2023, the Nominating and Governance Committee was comprised of Aimee S. Weisner (Chair), Stephen C. Farrell, Elizabeth Yeu, M.D., and K. Peony Yu, M.D. In April 2024, Wei Jiang and Lilian Zhou joined the Nominating and Governance Committee, and Mr. Jiang was named the Chair. Also in April 2024, Dr. Yeu left the Nominating and Governance Committee and joined the Audit Committee. Each member of the Nominating and Governance Committee is “independent” as that term is defined under the Listing Rules of the NASDAQ Stock Market. During 2023, the Nominating and Governance Committee met four times.

Compensation Committee

Under its written charter, the principal duties of the Compensation Committee are to help ensure that STAAR’s compensation of its executive officers satisfies the following principal requirements:

The Compensation Committee makes recommendations to the Board of Directors on all elements of the total direct compensation of the Chief Executive Officer, including base salary, annual bonus, long-term equity compensation and perquisites. The Compensation Committee approves all elements of the total direct compensation of the other executive officers of STAAR, including base salary, annual bonus, long-term equity compensation and perquisites. The Compensation Committee also administers STAAR’s equity incentive plan. The Compensation Committee may delegate authority to subcommittees or Committee members.

In addition, the Compensation Committee reviews succession planning for executive officers and monitors compliance with our Stock Ownership Policy and our Compensation Recoupment (Clawback) Policy. The Committee also reviews our human capital management and social responsibility policies and practices. This oversight includes periodic review of our Company demographics, talent development, employee retention and employee compensation. The Compensation Committee also periodically reviews our employee diversity and inclusion recruitment, retention and compensation efforts.

During 2023, the Compensation Committee was comprised of Aimee S. Weisner (Chair), and Elizabeth Yeu, M.D. In addition, Gilbert H. Kliman, M.D. served on the Compensation Committee during 2023, prior to his resignation from the Board on December 1, 2023. In April 2024, Arthur C. Butcher joined the

Compensation Committee. Each current member of the Compensation Committee is “independent” as that term is defined under NASDAQ Listing Rules. During 2023, the Compensation Committee met four times.

Role of Compensation Consultant

The Compensation Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of director, Chief Executive Officer or senior executive compensation. The Compensation Committee engaged Aon Human Capital Solutions (formerly Radford Consulting) to serve as the Compensation Committee’s compensation consultant in 2023. The Compensation Committee has assessed the independence of Aon considering the factors set forth in applicable SEC and NASDAQ rules and has concluded no conflicts of interest were raised by the work performed for the Compensation Committee. In 2023, Aon’s services included a review of the Company’s compensation program concerning the Chief Executive Officer and other members of management, as well as a review of non-employee director compensation. In addition, Aon provided benchmark data and recommendations, including for the Company’s peer group. Aon also assisted with the Company’s analysis of its equity incentive plan, including the amendment of the Company’s equity incentive plan, and the structure and types of awards granted thereunder.

Audit Committee

The principal duties of the Audit Committee are to oversee (i) the quality and integrity of STAAR’s financial statements and the internal controls thereof, (ii) the qualifications and independence of STAAR’s independent registered public accounting firm, (iii) the performance of STAAR’s Internal Audit Department and independent registered public accounting firm, (iv) compliance with applicable legal and regulatory requirements, and (v) monitoring enterprise risk, including cybersecurity and compliance. The Committee communicates with management throughout the year to help it assess the performance of STAAR’s independent registered public accounting firm for consideration of re-engagement in future years.

During 2023, the Audit Committee was comprised of Stephen C. Farrell (Chair), K. Peony Yu, M.D., and Lilian Zhou. In addition, Gilbert H. Kliman, M.D. served on the Audit Committee during 2023, prior to his resignation from the Board on December 1, 2023. In April 2024, Wei Jiang and Elizabeth Yeu, M.D. joined the Audit Committee. Each member of the Audit Committee is “independent” as that term is defined under the Audit Committee rules of the SEC and the Listing Rules of the NASDAQ Stock Market. STAAR has determined that Mr. Farrell qualifies as an “audit committee financial expert” under the rules of the SEC. In 2023, the Audit Committee met four times.

Director Identification, Selection and Diversity

One of the Nominating and Governance Committee’s key responsibilities is the identification and evaluation of director nominees. The Nominating and Governance Committee believes that Board refreshment is important as our business grows and evolves over time, and that fresh viewpoints and perspectives are regularly considered. Since 2023, the Nominating and Governance Committee has helped identify and recruit three new directors to join our Board.

In the ordinary course, absent special circumstances, the Nominating and Governance Committee will generally re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors. From time to time, the Nominating and Governance Committee may also consider and evaluate potential new director candidates who meet the criteria for selection as a Board nominee and have specific qualities or skills identified by the Board, and one or more of such candidates may be appointed as directors as appropriate and in accordance with the Company’s organizational documents.

Director candidates will be selected based on input from members of the Board, senior management and, if the Nominating and Governance Committee deems appropriate, a third-party search firm. In addition to candidates proposed by the Board or identified by the Nominating and Governance Committee, the Committee considers candidates for director suggested by our shareholders. Shareholders may recommend candidates for consideration by the Nominating and Governance Committee by submitting the names and supporting information to: Office of the Secretary, STAAR Surgical Company, 25651 Atlantic Ocean Drive, Lake Forest, California, 92630. Of the three new directors that joined our Board within the last year, Ms. Zhou was identified as a potential director nominee by Company shareholders, and each of Mr. Butcher and Mr. Jiang was identified as a potential director nominee by a third-party search firm.

The process for evaluating prospective nominees for director, including candidates recommended by shareholders, includes meetings from time to time to evaluate biographical information and background material relating to prospective nominees, interviews of selected candidates by members of the Nominating and Governance Committee and other members of the Board, and application of our general criteria for director nominees set forth in our Guidelines on Significant Corporate Governance Issues. These criteria include, among other things, the prospective nominee’s integrity, business or other experience and expertise, and independence. The Nominating and Governance Committee uses the same criteria for evaluating candidates regardless of the source of referral.

In selecting nominees for the Board of Directors, the Nominating and Governance Committee evaluates the general and specialized criteria set forth above, identifying the relevant specialized criteria prior to commencement of the recruitment process, considers previous performance if the candidate is a candidate for re-election, and generally considers the candidate’s ability to contribute to the success of STAAR. The Nominating and Governance Committee believes that differences in background, professional experiences, education, skills and viewpoints will enhance the performance of the Board of Directors. The Nominating and Governance Committee and the Board of Directors believe that a diverse board leads to improved performance by encouraging new ideas, expanding the knowledge base available to management and other directors and fostering a culture that promotes innovation and vigorous deliberation. In considering nominees for service on the Board of Directors, the Nominating and Governance Committee takes into consideration the diversity of professional experience, background, viewpoints, and skills of the current and prospective members of the Board of Directors. Examples of this include diversity of management experience, financial expertise, medical device industry experience, international experience, gender, ethnicity, and educational background.

As described in our Guidelines on Significant Corporate Governance Issues, as part of the search process for each new director, the Nominating and Governance Committee actively seeks out diversity with respect to demographics such as gender, race, ethnic and national background, veteran status, geography, age and sexual orientation. As part of the search process for each new director, the Nominating and Governance Committee includes women and members of underrepresented communities as candidates in the pool from which Board nominees are chosen. The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities, and assesses the effectiveness of this goal during the Board’s annual evaluation.

The Board of Directors’ nominees for the Annual Meeting have been recommended by the Nominating and Governance Committee and have been nominated by the Board of Directors. The Committee received no formal shareholder recommendations of candidates for election at the 2024 Annual Meeting.

Director Onboarding and Education

When a new director joins our Board, including the three new directors that have joined our Board within the last year, we conduct an onboarding process to provide them with an understanding of public company board governance and knowledge of our Company and industry to perform effectively in their role. This includes a review of our corporate governance structure, requirements and expectations of Board members, and applicable laws and regulations related to board service. They also participate in substantive meetings with members of management to provide an overview of the Company, including our products, finances, and strategy, as well as information about our industry. We also make available additional resources to our Board so they can remain up to date on current issues concerning boards, new regulations and developments impacting our business or industry.

Shareholder Communications with Directors

Shareholders may communicate with the chair of the Board of Directors, the chair of our Audit Committee or the chair of our Nominating and Governance Committee, or with the Board of Directors as a group, by writing to such persons c/o Office of the Secretary, STAAR Surgical Company, 25651 Atlantic Ocean Drive, Lake Forest, California, 92630.

The Corporate Secretary distributes communications directed to the Board of Directors or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors should be excluded, such as the following:

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is excluded must be made available to any outside director upon request.

COMPENSATION OF DIRECTORS

The table below sets forth information regarding our non-employee director compensation program for the fiscal year ended December 29, 2023:

Director Retainers and Equity Awards

The cash retainers shown above are consistent with the cash compensation program approved by shareholders at the 2019 Annual Meeting. The annual equity grant shown above is consistent with the program approved by shareholders at the 2022 Annual Meeting.

The annual non-employee director equity award is granted on the date of the annual meeting of shareholders, with a fair market value of $180,000 on the date of grant. The annual award vests in full on the earlier of the first anniversary of the grant date or the date of the next annual meeting of shareholders to elect directors. Each non-employee director annually chooses the form of equity he or she receives (stock options, restricted stock, or a combination thereof) based on a Black Scholes value of stock options or the fair value of restricted stock on the date of grant. When new non-employee directors join the Board, they are granted a director equity award at the start of their Board service that is pro-rated based on the length of the remaining director term.

In 2023, the annual non-employee director awards were granted on June 15, 2023, to our directors serving on the Board on such date. As the one-year anniversary of the grant date precedes the date of the 2024 Annual Meeting, these awards are scheduled to vest in full on June 15, 2024. Equity awards to non-employee directors are granted pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan (referred to herein as the Plan). Under the Plan, the total grant date fair value of equity awards granted to a non-employee director during any calendar year, taken together with any cash fees paid to the non-employee director in respect of the director’s Board service during such calendar year (including service as a member or chair of any committees of the Board), may not exceed $500,000.

On December 16, 2022, the Board announced the creation of the role of Lead Independent Director and appointed Stephen C. Farrell to serve in that capacity, effective January 1, 2023. As set forth in the table above, the Lead Independent Director receives an additional annual retainer of $40,000 for such service, which Mr. Farrell received in connection with his service as the Lead Independent Director during 2023.

2023 Director Compensation

The table below summarizes the fiscal 2023 compensation of each non-employee director who served as a director during 2023, including fees earned or paid in cash, Option Awards and Stock Awards.

INFORMATION REGARDING EXECUTIVE OFFICERS

The table below sets forth certain information regarding our executive officers as of April 24, 2024:

COMPENSATION DISCUSSION AND ANALYSIS

Overview and Highlights

The following Compensation Discussion and Analysis describes the objectives of our executive compensation program and provides disclosure about the elements of compensation earned by and awarded to each of the executive officers identified in the “Summary Compensation Table,” whom we refer to in this section as our “named executive officers” or “NEOs.” It also discusses our executive compensation philosophy and programs, including the decisions made by the Compensation Committee of our Board of Directors (which we refer to in this Compensation Discussion and Analysis as the “Committee”) under those programs, and the factors considered in making those decisions for the Company’s named executive officers in 2023.

Our Named Executive Officers

For the fiscal year ended December 29, 2023, our named executive officers were:

A complete list of our current executive officers with accompanying biographical information is included in this Proxy Statement under the caption “Information Regarding Executive Officers.”

2023 Financial and Business Highlights

2023 Executive Compensation Highlights

Say-on-Pay Results and Shareholder Engagement

The Committee and the Board consider shareholder feedback regarding executive compensation. The Company regularly interacts with shareholders throughout the year to discuss our financial results and to offer an opportunity for shareholders to provide their input and feedback, including related to executive compensation. Through these and other outreach efforts, we can:

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

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:

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 75th percentile of our peer companies and total target compensation between the 50th — 75th 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.

Elements of Compensation

The elements of compensation that may be earned by our named executive officers include base salary, annual cash bonus, and equity-based awards. All components of each named executive officer’s compensation are annually reviewed in the context of Company performance and individual performance. The Committee is responsible for reviewing and approving compensation for the Company’s executive leadership, except for the Chief Executive Officer. The Board is responsible for reviewing and approving compensation for the Chief Executive Officer, based on the recommendation of the Committee. The Chief Executive Officer does not participate in the determination of her/his own compensation.

Base Salaries. The Committee, with input from the Chief Executive Officer, reviews, considers and approves base salaries at a level intended to attract and retain the Company’s executives. The Committee generally reviews base salaries in the first quarter of each year and approves any changes based upon company performance, market data, executive performance, scope of responsibility, and past and potential contributions to our business. In March 2023, named executive officer salaries increased 6.0% over 2022 levels as follows, consistent with base salary increases company wide.

Annual Cash Bonuses. A material element of each named executive officer’s compensation is the opportunity to earn an annual performance-based cash bonus, with payout determined based on achievement of specific corporate financial objectives as well as personal performance. The Committee reviews, considers and approves bonus targets for named executive officers based on market data and also considers changes in the scope of responsibility and overall performance of individual named executive officers when establishing these targets. The Committee generally approves bonus targets for each named executive officer as a percentage of base salary in the first quarter of each year, and it establishes performance metrics and targets for funding of the overall bonus plan. For 2023, the Committee approved a bonus plan (the “2023 Bonus Plan”) that was designed to be funded based on STAAR meeting or exceeding specific targets for revenue and Adjusted EBITDA per share*.

The table below reflects base salary and target bonus amounts for each named executive officer in 2023:

The Committee is responsible for determining the level of funding for the bonus pool based on the Company’s financial results and performance against the pre-established financial metrics and targets for the annual bonus plan. Then, based on such bonus pool funding, the Committee approves the individual bonus payments to the named executive officers, taking into account individual performance. For the bonus payout to Chief Executive Officer, the Committee makes a recommendation to the Board, which is then subject to Board approval. The determination of annual bonuses for 2023 performance are described further below under the section entitled “2023 Bonus Awards.”

________________

* Adjusted EBITDA per share is a non-GAAP financial measure. Information and reconciliations are provided in Appendix 3.

Long-Term Equity Compensation. The Committee believes that long-term equity incentive awards serve to align the interests of the executive officers with the interests of our shareholders. Long-term equity incentive awards may be granted in the form of stock options, restricted shares, restricted stock units (“RSUs”), performance stock units (“PSUs”), or other types of equity or equity-linked compensation. In determining the size of equity grants to our executives, the Committee considers recommendations of the Chief Executive Officer, peer group data, individual performance, and level of responsibility in the Company. For the Chief Executive Officer’s equity grant, the Committee and Board consider Company and individual performance as well as peer group data. The Committee generally approves long-term equity incentive awards for each named executive officer as a percentage of base salary in the first quarter of each year. The Committee also considers and approves the structure of our long-term equity compensation program, including the types of awards to be granted, the mix of awards, as well as award terms. For 2023, the Committee approved an equity award program for our executives comprised of stock options, RSUs and PSUs. The Committee used the Black-Scholes value for stock options and the grant date market value of RSUs and PSUs on the date of grant. The equity grants made in 2023 are described further below under the section entitled “2023 Equity Awards.”

Stock Options. The exercise price of a stock option is the closing price of the Company’s common stock on the NASDAQ Stock Market on the date of grant. Under the Company’s Amended and Restated Omnibus Equity Incentive Plan (“Plan”), STAAR may not grant stock options with an exercise price below the fair market value of its common stock on the date of grant. STAAR does not grant stock options with a so-called “reload” feature. To encourage retention by providing a long-term incentive, the options typically vest ratably over a three-year period, and have a ten-year life.

Restricted shares/Restricted stock units/Performance stock units. Restricted shares are shares of common stock that STAAR grants subject to restrictions that lapse over time as the award vests. RSUs and PSUs represent the right to receive shares of the Company’s common stock in the future, which vest based on service (RSUs) or following achievement of pre-established performance metrics (PSUs). Restricted shares and RSUs are time-based awards that typically vest ratably over a three-year period. PSUs are performance-based awards that only vest if the Company meets or exceeds the performance metrics established for such awards. Subject to such performance conditions, PSUs typically vest ratably over a three-year period.

2023 Equity Awards

In 2023, the Committee approved the grant of long-term equity incentive awards to the named executive officers, consistent with the Company’s compensation philosophy and based upon the individual’s performance and benchmark data, in the form of stock options, RSUs, and PSUs.

Based on data and analysis from Aon, the Committee granted 2023 long-term equity incentive awards to our named executive officers as follows: (i) one third of the value in the form of stock options, (ii) one third of the value in the form of RSUs, and (iii) one third of the value in the form of PSUs. Messrs. Frinzi and Foust, who joined the Company in 2023, received equity awards granted one half of the value in the form of stock options and one half of the value in form of RSUs. For the 2023 PSU awards, the Committee established a financial target of $355 million in 2023 revenue. If this target is achieved, the PSUs would fund at 100%, with the total potential PSU payout capped at 150% of the target. If the performance criteria is achieved, the PSUs vest annually over three years, commencing one year from the date of grant. Based on the Company achieving $322.4 million in revenue for 2023, the Committee determined to fund the PSUs at 0% of the target, and accordingly the 2023 PSUs did not vest and were forfeited.

The 2023 equity awards granted to named executive officers were as follows:

While the 2023 PSUs did not vest and were forfeited, the Committee believes that PSU awards are an effective tool to align executive compensation with shareholder interests. For 2024, the Committee modified the mix of awards granted to our named executive officers to increase the percentage of awards granted in the form of PSUs. For 2024, the Committee approved an equity award program for our named executive officers as follows: (i) 20% of the value in the form of stock options, (ii) 40% of the value in the form of RSUs, and (iii) 40% of the value in the form of PSUs.

2023 Bonus Awards

As described above, the Committee is responsible for determining the level of funding for the bonus pool based on the Company’s financial results and performance against the pre-established financial metrics and targets for the annual bonus plan. For 2023, the Committee approved financial performance metrics for the 2023 Bonus Plan consisting of fiscal 2023 revenue (with a target set at $355 million) and Adjusted EBITDA per share* (with a target set at $1.30). The 2023 Bonus Plan was structured such that the bonus pool would fund at 100% if both of these targets were achieved, with total potential bonus pool funding capped at 200% of target.

In 2023, the Company fell short of the targets for revenue and Adjusted EBITDA per share* for the 2023 Bonus Plan. The Company faced macroeconomic challenges and a global decline in refractive industry procedures in 2023, which required the Company to update its forecast and outlook during 2023. The Company did not change the performance targets for the 2023 Bonus Plan mid-year, and accordingly, we did not achieve our original targets. While we grew our net sales in 2023 by 13% to $322.4 million, with ICL sales growth of 18% compared to 2022, our performance for the year was below expectations. In a challenging year, we still generated net cash from operating activities of $14.6 million in 2023, and we ended the year with cash, cash equivalents and investments available for sale of $232.4 million, with no debt. Further, we increased capacity at our primary manufacturing facility in Monrovia, California and continued to advance the build-out of our manufacturing facility in Nidau, Switzerland, which will support anticipated future growth and create additional manufacturing flexibility and redundancy. Based on the Company achieving $322.4 million in revenue and Adjusted EBITDA per share* of $1.15, the Committee determined to fund the bonus pool at 50% of the target amount for 2023. The Committee and the Board greed that this level of pool funding aligns management’s compensation with shareholder interests.

________________

* Adjusted EBITDA per share is a non-GAAP financial measure. Information and reconciliations are provided in Appendix 3.

As set forth in the table below, each of our named executive officers received a 2023 bonus payout at 50% of his individual target.

Change-in-Control and Other Benefits

Change-in-Control Benefits

Our named executive officers will receive certain cash severance and other benefits from STAAR or a successor company if they experience a qualifying termination following a change in control of STAAR. Payments and benefits of this nature are often termed “double trigger” change-in-control benefits. In addition, the Plan provides that, if STAAR has a change in control, unvested equity-based awards will vest immediately unless the surviving company assumes or replaces the awards.

STAAR provides these benefits to help it compete with larger, better-capitalized companies in attracting employees. STAAR also recognizes the retention value of equity-based awards. Change-in-control benefits are intended to do the following:

The specific change-in-control benefits to which each named executive officer is entitled are discussed below under “Employment Agreements.”

Severance Arrangements

Each of our named executive officers is entitled to limited continuation of salary and benefits if the officer is terminated under specified circumstances. These arrangements are provided to maintain STAAR’s competitive position in attracting and retaining executive talent and are described further in the section “Employment and Other Agreements” below.

Perquisites

In 2023, the named executive officers received an opportunity to undergo an executive health screening and were eligible to receive an executive life insurance policy with premiums and costs paid by STAAR.

The cost of these limited executive benefits, which are intended to promote the long-term health and financial stability of our executive officers, are shown in the Summary Compensation Table below.

Employee Benefits

The named executive officers participate in a variety of retirement, health and welfare, and paid time-off benefits that are broadly available to STAAR employees, which are designed to enable STAAR to attract and retain its workforce in a competitive marketplace. Health and welfare and paid time-off benefits help ensure that STAAR has a productive and focused workforce through reliable and competitive health and other benefits. Retirement savings plans help employees, especially long-serving employees, save and prepare financially for retirement.

STAAR’s qualified 401(k) plan allows all U.S.-based employees to contribute up to the limits imposed by the Internal Revenue Code—$22,500 per employee for 2023 (with an additional $7,500 annual catch-up contribution permitted for those over 50 years of age)—on a pre- or after-tax basis. During 2023 STAAR provided an 80% percent match up to the first 6% of the employee’s eligible contributions. Officers serving outside the U.S. receive pension benefits based on local regulations and standards. These benefits are generally provided to all of our full-time salaried employees and enhanced retirement benefits are not provided to our named executive officers.

Employment and Other Agreements

Employment Agreement with Thomas G. Frinzi

Thomas G. Frinzi succeeded Caren Mason as our President and Chief Executive Officer, effective January 1, 2023. In connection with his appointment as our Chief Executive Officer, Mr. Frinzi and the Board entered into an employment agreement (the “Frinzi Agreement”) which provides for the following: (i) base salary at an annual rate of $820,000, (ii) participation in the Company’s annual cash bonus program with a target bonus of 105% of his base salary, (iii) a new hire initial grant of equity with a grant date value of $9,000,000, (x) half of which consists of stock options and a third of which will vest on the one year anniversary of employment and the remainder of which will vest at the rate of 1/24 per month over the following two years, and (y) half of which consists of RSUs, a third of which will vest on each of the first, second and third anniversaries of employment. The Board evaluated benchmark data provided by Aon in establishing a competitive compensation program for Mr. Frinzi. Mr. Frinzi is also eligible to participate in all other elements of the Company’s executive compensation and benefits plans. Mr. Frinzi will not receive any compensation as a director during his tenure as our Chief Executive Officer.

If STAAR terminates Mr. Frinzi’s employment for reasons other than cause (as defined in the Frinzi Agreement) or Mr. Frinzi resigns for good reason (as defined in the Frinzi Agreement), he will be entitled to 18 months of base salary from the date of termination payable in 18 monthly installments. Mr. Frinzi will also be entitled to reimbursement of 18 months of COBRA premiums for continued group health coverage for himself and his eligible dependents.

In the event of a change in control, if Mr. Frinzi resigns within 18 months after the change in control due to a successor company’s failure to offer or maintain him in the position of Chief Executive Officer of the successor company or if he is terminated for reasons other than cause within 12 months of the change in control, then he will receive the severance benefits described above plus an amount equal to his bonus, if any, for the year prior to his termination and an amount equal to his target bonus for the year in which the termination occurs. In addition, all of Mr. Frinzi’s outstanding and unvested equity awards will vest in full.

The severance payment and benefits described above are subject to Mr. Frinzi’s execution and delivery of a general release of claims against the Company. The employment agreement also provides that if any payment or benefit to Mr. Frinzi would result in a parachute payment under Section 280G of the Internal

Revenue Code, such payments and benefits will either be reduced to the extent necessary so no portion is subject to an excise tax or will be paid in full (whichever generates the better result for Mr. Frinzi). The agreement also includes customary confidentiality, intellectual property assignment, and employee non-solicitation provisions.

Offer Letters with Named Executive Officers

Other than the agreement with Mr. Frinzi discussed above, we do not have employment agreements with any of our other named executive officers. We are parties to an offer letter with each of our other named executive officers, which provide for initial base salary and target bonus. The offer letters provide for at-will employment with each of these individuals and do not contain any executory obligations on the part of the Company.

Executive Change-in Control Agreements

STAAR has entered into executive change-in-control retention agreements with certain executive officers and other key employees that provide cash and other severance benefits if there is a change in control of the Company. The Executive Change in Control Agreements with Drs. Barnes and Holliday and Messrs. Williams and Foust provide that if the officer’s employment is terminated by the Company without cause within 12 months after a change in control of STAAR, or if the officer resigns for good reason within 15 months after a change in control of STAAR, the officer will receive the following, subject to the execution of a release of claims:

In addition, pursuant to the Executive Change in Control Agreements, if any payments or benefits would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and benefits will be payable in full or reduced so that no portion is subject to the excise tax, whichever results in the greater net after-tax benefit to the executive.

Executive Severance Agreements

STAAR has entered into executive severance agreements with its executive officers and certain other key employees, including Drs. Barnes and Holliday and Messrs. Williams and Foust, that provide cash and other severance benefits if the officer’s employment is terminated without cause or the officer resigns for good reason (except in connection with a change in control of STAAR). The Executive Severance Agreements provide that they will be eligible to receive the following, subject to the execution of a release of claims:

In the context of the Executive Change in Control Agreements and Executive Severance Agreements, resignation “for good reason” generally means that an employer has adversely changed the officer’s salary, location or other terms and conditions of employment to such a degree that the executive is entitled to voluntarily resign and to receive severance benefits.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management this Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the STAAR Surgical 2024 Annual Meeting of Shareholders.

The Compensation Committee

Aimee Weisner (Chair)

Elizabeth Yeu, M.D.

April 24, 2024

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 29, 2023, the following individuals served as members of the Compensation Committee: Aimee Weisner, Dr. Elizabeth Yeu, and Dr. Gilbert Kliman. At the time of their service as a member of the Compensation Committee, each of the foregoing individuals was a non-employee director. No member of the Compensation Committee had a relationship that would constitute an interlocking relationship as defined by SEC rules for the fiscal year ended December 29, 2023.

COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the compensation of the named executive officers for each of the three fiscal years ended December 29, 2023, December 30, 2022 and December 31, 2021, respectively.