STAA STAAR Surgical Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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.

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 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, 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 at www.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 visit www.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 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 vote at the Annual Meeting by following the instructions on the Annual Meeting website.

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.

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:

Director Nominees

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.

Corporate Governance Highlights

Executive Compensation Highlights

Recent Developments

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Proposal No. 1 is for the election of six directors nominated for re-election to the Board. Each of Arthur C. Butcher, Stephen C. Farrell, Wei Jiang, Louis E. Silverman, Elizabeth Yeu, M.D., and Lilian Y. Zhou currently serve as directors, and each has been nominated for re-election as a director at the Annual Meeting.

Our Board currently consists of seven 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 Aimee S. Weisner, who has chosen not to stand for re-election, are standing for re-election at the Annual Meeting. As Ms. Weisner is not standing for re-election, our Board has voted to reduce the size of the Board from seven to six directors upon the expiration of Ms. Weisner’s term.

In April 2025, in connection with the filing of this Proxy Statement, 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. See “Review of Related Person Transactions” below for additional information.

The Board of Directors nominated for election at the Annual Meeting incumbent directors Arthur C. Butcher, Stephen C. Farrell, Wei Jiang, Elizabeth Yeu, M.D., and Lilian Y. Zhou, and our newly appointed director, Louis E. Silverman. Each of the six director nominees has been nominated by the Board for re-election as a director to serve until STAAR’s 2026 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.

Each of our director 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 six 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

As discussed above, 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. The table below sets forth certain information regarding the six directors nominated for re-election, as of April 24, 2025:

Director Nominee Skills and Experience

Each of our six 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 Profiles

CORPORATE GOVERNANCE

We maintain an ongoing and open dialogue with our investors 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.

Corporate Governance Guidelines

Our Board maintains Corporate Governance Guidelines to memorialize its governance practices, which serve as a framework within which our Board of Directors and our Board Committees operate. In 2024, the Board conducted a review of its Corporate Governance Guidelines and approved updates to improve clarity and to better align with best practices. These guidelines cover a number of areas, including the role and composition of the Board and Board Committees, functioning of the Board and Board Committees, conflicts of interest, policies, and guidelines, and management oversight, among other things. A copy of our Corporate Governance Guidelines is available on our website at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.”

Director Independence

Our Corporate Governance Guidelines provide that the Board shall be comprised of a majority of directors who qualify as independent directors under the applicable Nasdaq rules as determined by the Board. 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 and upon the recommendation of the Nominating and Governance Committee, our Board has determined that each of directors Arthur C. Butcher, Louis E. Silverman, Aimee S. Weisner, Elizabeth Yeu, M.D., and Lilian Y. Zhou are independent under Nasdaq rules, and none has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board also previously determined that K. Peony Yu, M.D. was independent during the time she served as a director. In making these determinations, our Board considered the current and prior relationships that each non-employee director has or had with the Company and all other facts and circumstances our Board deemed relevant in determining their independence. Stephen C. Farrell, who serves as our Chief Executive Officer, is not independent, and Thomas G. Frinzi, our former Board Chair, President and Chief Executive Officer, was not independent during his service on the Board. In April 2025, Mr. Jiang 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. See “Review of Related Person Transactions.” The Board also determined that each member of the Audit Committee and Compensation Committee meets the heightened independence standards required for such committee members under the applicable Nasdaq rules and SEC rules.

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 Board Chair 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 Board Chair, or at other times when consideration is warranted by circumstances.

In February 2025, in connection with the appointment of Mr. Farrell as Chief Executive Officer, we separated the roles of the Board Chair and Chief Executive Officer. Dr. Yeu, who has served on our Board since 2021, was elected to serve as Board Chair. In accordance with our Corporate Governance Guidelines, the Board Chair is the chief steward of the Company’s corporate governance and leads the activities of the Board. The Board believes the current leadership structure provides appropriate leadership and oversight for the Company and serves the best interests of our shareholders at this time.

Our Corporate Governance Guidelines provide that, in the event the Board Chair 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. From January 2023 until February 2025, Mr. Farrell served as Lead Independent Director. With Dr. Yeu’s election as Board Chair in February 2025, the Board does not currently have a Lead Independent Director.

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 that promote ongoing Board effectiveness. 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 evaluation process, which is led by our Chief Legal Officer, seeks input and feedback from directors on key areas of Board practice, and allows each director to evaluate how well our Board and 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 Chief Legal Officer compiles the directors’ input and feedback and leads a discussion with the Board. After receiving feedback from the Board discussion of these results, the Nominating and Governance Committee recommends improvements for the Board to consider implementing.

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. If any such director tenders his or her resignation, within 60 days following the certification of the election results, the Board (excluding the director in question) will decide, through a process managed by the Nominating and Governance Committee of the Board, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board, the Board of Directors shall accept the resignation. The Board will promptly disclose its decision to accept or reject the tendered resignation and the rationale behind it. 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 Board Chair, 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 with our shareholders, the Board maintains guidelines relating to stock ownership. In 2024, the Board conducted a review of our Stock Ownership Guidelines and approved updates to improve clarity and to better align with best practices. Our Stock Ownership Guidelines provide that non-employee directors are required, within four years of first joining the Board, to own a number of shares of our common stock equal in value to at least three times (3x) their base annual cash retainers, not including amounts received for service on Board Committees or as Board Chair. Our Chief Executive Officer is required to own a number of shares of our common stock equal in value to at least 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 at least their annual base salaries, within four years from date of hire or promotion.

For purposes of our 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, (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, (iv) shares earned and/or vested pursuant to stock-based awards for which delivery has been deferred, and (v) shares subject to vested and unvested time-based restricted stock and restricted stock units. 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. All of our directors and executive officers are currently in compliance with our Stock Ownership Guidelines. Our Stock Ownership Guidelines are published on our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.”

Code of Business Conduct and Ethics

STAAR maintains 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.

We also maintain a Supplier Code of Conduct that includes, 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.”

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale, and other dispositions of our securities by directors, officers and employees, as well as by STAAR itself. The Board reviewed and updated our Insider Trading Policy in 2024. We believe our policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards applicable to us. The Insider Trading Policy is published on our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents,” and a copy is filed with our 2024 Annual Report as Exhibit 19.1.

Prohibition on Hedging or Pledging

Under our Insider Trading Policy, our directors, officers and employees are prohibited from short-term trading or speculative transactions, including short sales, or engaging in any transactions (including through the purchase of financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities. In addition, our Insider Trading Policy prohibits holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan without first obtaining pre-clearance from the Office of General Counsel.

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 Chief Legal Officer, 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. 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

We seek to achieve our corporate goals in an ethical and sustainable manner. We published our 2024 Sustainability Report in April 2024, and we are planning to publish our 2025 Sustainability Report in April 2025. We continue to be focused as a Company on improving energy efficiency, using energy and water responsibly, and minimizing waste. In our sustainability report, we discuss our commitment to reducing our environmental footprint and fostering a culture of sustainability. We also discuss our commitment to corporate responsibility and business ethics, as well as product quality and safety. Our 2025 Sustainability Report is informed by the reporting guidelines set forth by the Sustainability Accounting Standards Board (SASB) Medical Equipment and Supplies industry standard and the Task Force on Climate-Related Financial Disclosures (TCFD) framework for third party risk. Our current sustainability report is available in the Investor Resources section of our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.”

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 11 meetings during 2024. During 2024, 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 director nominees who was serving on our Board at the time of the 2024 Annual Meeting attended the 2024 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’s three standing committees as of the date of this Proxy Statement:

Nominating and Governance Committee

The principal purpose of the Nominating and Governance Committee is to oversee the discharge of the responsibilities of the Board relating to the Company’s director nominations process and procedures, developing and maintaining the Company's corporate governance policies, and any related matters required by the federal securities laws, as set forth in the Committee’s written charter. In 2024, the Board conducted a review of its committee charters and approved updates to improve clarity and to better align with best practices.

In accordance with its written charter, as revised, the Nominating and Governance Committee is responsible for the following:

The Nominating and Governance Committee is currently comprised of Elizabeth Yeu, M.D. (Chair), Louis E. Silverman, and Lilian Y. Zhou. During 2024, Stephen C. Farrell, Wei Jiang, Aimee S. Weisner, and K. Peony Yu, M.D. also served on the Nominating and Governance Committee. Dr. Yu served on the Committee until June 2024, at which time her term as a director expired at the 2024 annual meeting of shareholders. Mr. Farrell stepped down from the Committee in February 2025 in connection with his appointment as Chief Executive Officer. Ms. Weisner stepped down from the Nominating and Governance Committee in April 2025. In addition, Mr. Jiang stepped down from the Committee in April 2025, in connection with our engagement of Mr. Jiang to serve as a special strategic advisor to our Asia Pacific business. As a result of this engagement, the Board concluded that Mr. Jiang was no longer independent under the Nasdaq rules, and he stepped down from the Committee. Each current member of the Nominating and Governance Committee is independent under the Nasdaq rules, and each former member of the Committee qualified as independent during the time they served on the Committee. During 2024, the Nominating and Governance Committee met four times.

Compensation Committee

The principal purpose of the Compensation Committee is to oversee the discharge of the responsibilities of the Board relating to compensation of the Company’s executive officers and directors, as set forth in the Committee’s written charter. In 2024, the Board conducted a review of its committee charters and approved updates to improve clarity and to better align with best practices. In accordance with its written charter, as revised, the Compensation Committee is responsible for the following:

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 Guidelines 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 is currently comprised of Arthur C. Butcher (Chair), Elizabeth Yeu, M.D., and Lilian Y. Zhou. During 2024, Aimee S. Weisner also served on the Compensation Committee. Ms. Weisner stepped down from the Compensation Committee in April 2025. Each current member of the Compensation Committee is independent, and each former member of the Compensation Committee was independent during the time they served on the committee, under the Nasdaq rules and heightened independence standards under the SEC rules applicable to compensation committee members. In addition, each current member of the Compensation Committee qualifies, and each former member of the Compensation Committee qualified during the time they served on the committee, as a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During 2024, the Compensation Committee met six 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. 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. Among other things, Aon assisted with updates to the peer group for the Company’s 2024 compensation program. During 2024, the Compensation Committee conducted a request for proposal process for its independent compensation consultant. Following a diligent search process, the Committee engaged Semler Brossy to assist with benchmarking and structuring market-based compensation packages to attract and retain our executives. The Compensation Committee assessed the independence of Aon and Semler Brossy 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 2024, Semler Brossy’s services included a review of the Company’s compensation program concerning the Chief Executive Officer and other members of management. In addition, Semler Brossy provided benchmark data and recommendations, including updates to the peer group for the Company’s 2025 compensation program. Semler Brossy also assisted with the Company’s analysis of its equity incentive plan, including the structure and types of awards granted thereunder.

Audit Committee

The principal purpose of the Audit Committee is to oversee the discharge of the responsibilities of the Board relating to the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, as well as any related matters required by the U.S. federal securities laws, as set forth in the Committee’s written charter. In 2024, the Board conducted a review of its committee charters and approved updates to improve clarity and to better align with best practices. In accordance with its written charter, as revised, the Audit Committee is responsible for the following:

The Audit Committee is currently comprised of Lilian Y. Zhou (Chair), Louis E. Silverman, and Elizabeth Yeu, M.D. During 2024, Stephen C. Farrell, Wei Jiang, and Peony Yu, M.D. also served on the Audit Committee. Dr. Yu served on the Committee until June 2024, at which time her term as a director expired at the 2024 annual meeting of shareholders. Mr. Farrell stepped down from the Committee in February 2025 in connection with his appointment as Chief Executive Officer. In addition, Mr. Jiang stepped down from the Committee in April 2025, in connection with our engagement of Mr. Jiang to serve as a special strategic advisor to our Asia Pacific business. Each current member of the Audit Committee is independent, and each former member of the Audit Committee was independent during the time they served on the committee, under the Nasdaq rules and heightened independence standards under the SEC rules applicable to audit committee members. STAAR has determined that Ms. Zhou qualifies as an “audit committee financial expert” under the rules of the SEC. During 2024, the Audit Committee met four times.

Director Identification and Selection

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 five 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 to serve 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 are generally 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, 25510 Commercentre Drive, Lake Forest, California, 92630.

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 Corporate Governance Guidelines. 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. Accordingly, the Nominating and Governance Committee considers the appropriate balance of experience, skills and characteristics required of the Board, including that which is complementary to the experience, skills and characteristics of other Board members, so that an appropriate balance on the Board can be achieved and maintained. The Nominating and Governance Committee assists the Board in determining the appropriate director selection criteria for potential director candidates, including any specialized experience, such as public-company experience, medical device industry experience, other similar regulated industry experience, and financial and accounting experience. The Board believes that it is also important to consider a potential director candidate’s contribution to overall Board diversity,

including diversity of occupational and personal backgrounds, perspectives, and experiences, and ultimately selects director candidates based on merit. Further, the Nominating Committee will consider the issue of continuing director tenure and take appropriate steps to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo.

Of the four new directors that joined our Board within the last two years, Ms. Zhou was identified as a potential director nominee by Company shareholders, and each of Messrs. Butcher and Jiang was identified as a potential director nominee by a third-party search firm. Mr. Silverman was known to our Board as a result of his prior service as a director from 2014 to 2022. The Nominating and Governance Committee and the Board discussed and considered each director candidate’s integrity, experience and expertise, and independence. In 2025, the Board determined that it would benefit from expanding the size of the Board and recruiting a director with executive leadership experience, with a focus on financial and operating rigor. In addition, given that Mr. Farrell stepped down from the Audit Committee and Nominating and Governance Committee in February 2025 in connection with his appointment as Chief Executive Officer, the Board sought out director candidates with skills and experience that would contribute to the effectiveness of the Audit Committee and the Nominating and Governance Committee. After considering Mr. Silverman as a director candidate, the Nominating and Governance Committee recommended, and the Board approved, the appointment of Mr. Silverman to join the Board. Information about the qualifications and experience of each of the director nominees can be found above under “Director Nominee Profiles.”

Each of the six director nominees for election to the Board at the Annual Meeting has been recommended by the Nominating and Governance Committee and nominated by the Board of Directors. The Nominating and Governance Committee received no formal shareholder recommendations of candidates for election at the Annual Meeting.

Director Onboarding and Education

When new directors join our Board, 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 Board Chair, the chair of any Board committee, or with the Board as a group, by writing to such persons c/o Office of the Secretary, STAAR Surgical Company, 25510 Commercentre Drive, Lake Forest, California, 92630.

The Corporate Secretary distributes communications directed to the Board or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items unrelated to Board duties and responsibilities should be excluded, such as the following: junk mail and mass mailings; new product suggestions; and resumes and other forms of job inquiries. 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 27, 2024:

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 2024, the annual non-employee director awards were granted on June 20, 2024, to our directors serving on the Board on such date. As the date of the Annual Meeting precedes the first anniversary of the grant date, these awards are scheduled to vest in full on June 18, 2025. Equity awards to non-employee directors are granted pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended (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 in respect of the director’s Board service, taken together with any cash director fees paid to the non-employee director during such calendar year (including service as a member or chair of any committees of the Board), may not exceed $500,000.

2024 Director Compensation

The table below summarizes the fiscal 2024 compensation of each director that served as a non-employee director during 2024, including fees earned or paid in cash, Option Awards, Restricted Stock Units and Stock Awards.

INFORMATION REGARDING EXECUTIVE OFFICERS

The table below sets forth certain information regarding our executive officers as of April 24, 2025:

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 2024.

Our Named Executive Officers

For the fiscal year ended December 27, 2024, our named executive officers were as follows:

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.”

Executive Summary: Fiscal 2024 Results and Pay Program Outcomes

Fiscal 2024 was a challenging year for STAAR, and our 2024 financial results failed to meet expectations. Macroeconomic conditions in China had a significant impact on our business, and after a robust start to the year, China experienced slowing growth in 2024. As a result, we reported net sales of $313.9 million for 2024, a decrease of 3% compared to $322.4 million in 2023. We expect China’s macroeconomic challenges will continue to pressure our results in 2025, and STAAR is taking steps to best position the Company for long-term success.

In the first quarter of 2025, the Board made changes to the Company’s leadership team, and we realigned our leadership structure to better address market needs. We also engaged with shareholders as we sought to demonstrate our commitment to corporate governance and paying for performance. With our challenging 2024 financial results, we did not achieve the minimum performance thresholds for the 2024 annual bonus plan or the performance stock units (“PSUs”) granted in 2024 to our executives. For 2025, we have implemented revised pay programs that we believe demonstrate our strong commitment to paying for performance.

The table below summarizes key actions and results, and pay program outcomes, for 2024, as well as related talent and pay actions taken in 2025:

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

2024 Business Highlights

While STAAR faced challenges in fiscal 2024, we continued to drive awareness of our advanced lens-based vision correction technology and invest to build a foundation for future growth.

STAAR has outstanding products, a strong network of surgeons, and a clear path to market share gains in a market that we expect to grow substantially over time. 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.

Say-on-Pay Results, Shareholder Engagement and Actions Taken

The Committee and the Board consider shareholder feedback regarding executive compensation. In 2024, we received 83% support on our “say on pay” vote. While this outcome is well above majority support, it indicated some level of dissatisfaction with our pay programs. 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 corporate governance matters and executive compensation. Key concerns noted through shareholder engagement included the size and form of the sign-on equity award for Mr. Frinzi when he was appointed our new CEO in 2023, prior use of discretion in determining bonus and PSU payout levels, less than a majority of long-term incentives (LTI) being in the form of performance-based awards, and PSUs that duplicate the annual bonus metric and only measure one year of performance.

As noted above, the pay actions in 2024 and 2025 directly reflect feedback received from shareholders, including:

Compensation Program Philosophy and Process

We seek to apply the core principles of our compensation philosophy in all pay actions, including:

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 compensation 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 in making compensation decisions. In 2023, the Committee engaged Aon Human Capital Solutions (formerly Radford Consulting) to review non-employee director and executive officer compensation and provide benchmark data and recommendations. Aon proposed updates to the peer group for the Company for 2024 based on the Company’s revenue, market capitalization, and headcount, among other metrics. The peer group was selected from U.S. based medical device companies with market capitalizations between $1 billion and $9 billion and revenue generally between $200 million and $1 billion. Based on Aon’s recommendations, the Committee removed from our peer group Inogen and Cadiovascular Systems, which we replaced with LeMaitre Vascular and Silk Road Medical. As a result, the peer group used as one element for setting 2024 compensation for Company executives was comprised of the following 17 companies:

We use peer group data as part of our review of the overall appropriateness and competitiveness of our executive compensation program. For the Company’s 2024 compensation program, the overall approach was to target total compensation for Company executives between the 50th -75th percentile of the peer group data, where individual positioning can vary depending on factors such as the experience of the person, performance, and criticality of the role.

During 2024, the Committee conducted a request for proposal process for its independent compensation consultant. Following a search process, the Committee engaged Semler Brossy in August 2024 to assist with benchmarking and structuring market-based compensation packages to attract and retain our executives. The Committee assessed the independence of Aon Human Capital Solutions and Semler Brossy considering the factors set forth in applicable SEC and Nasdaq rules and concluded no conflicts of interest were raised by the work performed for the Committee. In 2024, Semler Brossy’s services included a review of the Company’s compensation program concerning the CEO and other members of management. In addition, Semler Brossy provided benchmark data and recommendations, including for the Company’s peer group for its 2025 compensation program. Semler Brossy also assisted with the Company’s analysis of its equity incentive plan, including the structure and types of awards granted.

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 CEO. The Board is responsible for reviewing and approving compensation for the CEO, based on the recommendation of the Committee. The CEO does not participate in the determination of her/his own compensation.

Base Salaries

The Committee, with input from the CEO, reviews, considers and approves base salaries at a level intended to attract and retain the Company’s NEOs. 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 2024, the Committee approved a merit increase in base salary rate of 4.90% for each of Messrs. Williams and Foust and Dr. Michna, which was consistent with merit increases for Company employees located in the United States. Mr. Sisitsky, who joined the Company in December 2023, did not receive an annual merit increase in 2024. In addition, the Board determined not to change Mr. Frinzi’s base salary for 2024.

The table below reflects the base salary for each NEO in 2024:

Cash Bonuses

A material element of compensation for our NEOs 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 NEOs based on market data and also considers changes in the scope of responsibility and overall performance of individual NEOs when establishing targets. The Committee generally approves bonus targets for each NEO as a percentage of base salary in the first quarter of each year, and it establishes performance measures and targets for funding of the overall bonus plan. For 2024, the Board approved a target bonus percentage for Mr. Frinzi equal to 105% of his base salary, and the Committee approved target bonus percentages for the other NEOs between 50%-70% of their base salaries.

The table below reflects base salary and target bonus amounts for each NEO in 2024:

(1) Reflects value of bonus as a percentage of base salary, assuming bonus is paid at 100% of target. There is no minimum or maximum bonus potential for each executive, and the overall bonus pool is capped at 200% of target.

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 performance measures for the annual bonus plan. Then, based on such bonus pool funding, the Committee approves the individual bonus payments to the NEOs, taking into account individual performance. For the bonus payout to CEO, the Committee makes a recommendation to the Board, which is then subject to Board approval. Individual performance is generally considered based on each NEOs achievement of his or her individual goals and objectives for year. For 2024, our NEOs established individual goals in support of the Company’s strategic imperatives to increase surgeon confidence in ICL measurement and size selection, enhance our information technology infrastructure, drive adoption of ICLs for patients with moderate myopia, and for new product innovation. The Committee also considers the overall performance and contributions of each NEO when determining individual bonus payouts. As the Committee funded the bonus pool at zero for the NEOs in 2024, individual performance was a not a factor in NEO bonus payouts for 2024.

2024 Annual Bonus Awards. For fiscal 2024, the Committee approved a 2024 bonus plan (the “2024 Bonus Plan”) that was designed to be funded based on STAAR meeting or exceeding specific targets for revenue and Adjusted EBITDA per share*. For fiscal 2023, STAAR delivered revenue of $322.4 million and Adjusted EBITDA per share* of $1.15. For the 2024 Bonus Plan, the Committee approved: (i) revenue metrics that established a minimum threshold of $337 million, a target of $355 million, and a maximum of $373 million; and (ii) Adjusted EBITDA per share* metrics that established a minimum threshold of $0.88, a target of $0.99 , and a maximum of $1.13.

Each of these performance measures was weighted equally, with payout under the 2024 Bonus Plan determined on a standalone basis for each performance measure. The 2024 Bonus Plan was structured such that the bonus pool would fund at 100% if the Company achieved the target for both revenue and Adjusted EBITDA per share*, with a potential payout range for the overall bonus pool of 0%-200% based on Company performance relative to the minimums and maximums set forth above.

In 2024, the Company fell short of the minimum thresholds for revenue and Adjusted EBITDA per share* for the 2024 Bonus Plan. Macroeconomic conditions in China had a significant impact on the Company’s 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 fiscal 2024 revenue of $313.9 million, a decrease of 3% compared to $322.4 million in 2023. Further, we incurred a net loss of $(20.2) million in 2024 compared to net income of $21.3 million in 2023, and we delivered fiscal 2024 Adjusted EBITDA* of $23.2 million, or $0.47 per share. While our efforts to educate and train surgeons, along with our investments in sales and marketing, contributed to double-digit revenue growth in 2024 in many of our key markets, including Japan, South Korea, and the United States, we did not achieve the minimum threshold financial performance under the 2024 Bonus Plan. Based on our results, the Committee determined to fund the bonus pool at 0% for our executives for 2024 and no bonuses were paid to our NEOs under the 2024 Bonus Plan:

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

Other Bonus Awards. From time to time, the Committee approves the grant of one-time bonus awards for our executives as sign-on bonus awards, or in connection with special projects, significant accomplishments, promotions, and for retention. Dr. Michna, who joined the Company in 2023, spearheaded a key Company strategic initiative to seek regulatory clearances in key regions that would expand the approved labeling for the Company’s ICLs so that our ICLs could be marketed and sold to more potential patients. In recognition of her efforts and progress on this initiative, the Committee approved a special bonus for Dr. Michna in 2024 in the amount of $60,000. None of our other named executive officers received bonus awards in 2024.

2025 Bonus Program Structure. With the challenges experienced in fiscal 2024, shareholder feedback on paying for performance, and new leadership, STAAR implemented changes to the annual cash bonus program for 2025. The 2025 bonus plan was designed to be funded based on a mix of financial and strategic performance measures. The 2025 bonus plan is weighted 75% to financial targets for revenue; selling, general and administrative (“SG&A”) cost controls; and gross profit margin. The 2025 bonus plan is weighted 25% to strategic objectives, including goals related to the U.S. market, China market, and research and development efforts.

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 CEO, peer group data, individual performance, and level of responsibility in the Company. For the CEO’s equity grant, the Committee and Board consider Company and individual performance as well as peer group data. The Committee generally approves an annual grant of long-term equity incentive awards for each NEO in the first quarter of each year, determined as a percentage of the NEO’s base salary. 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 2024, 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.

Stock Options. The exercise price of a stock option is the closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant. Under the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended (“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. Stock options typically vest over a three-year period, with one-third of the shares subject to the award vesting on the first anniversary of the date of grant and the remaining two-thirds vesting monthly over the next 24 months. Stock options have a ten-year life.

Restricted Stock Units. RSUs represent the right to receive shares of the Company’s common stock in the future. RSUs are time-based awards that vest subject to continued service with the Company. RSUs typically vest ratably over a three-year period, with one-third of the shares subject to the award vesting annually commencing on the first anniversary of the date of grant.

Performance Stock Units. PSUs represent the right to receive shares of the Company’s common stock in the future, which vest subject to the achievement of pre-established performance criteria. PSUs are granted based on a target number of shares and can pay out below or above target based on the level of achievement. PSUs will only vest if the Company meets or exceeds the metrics established for the performance criteria for such awards. If the performance criteria is achieved, PSUs typically vest ratably over a three-year period commencing on the first anniversary of the date of grant, subject to continued service with the Company.

2024 Annual Equity Awards. In 2024, the Committee approved an annual grant of long-term equity incentive awards to our NEOs, consistent with the Company’s compensation philosophy and based on the individual’s performance and benchmark data. In 2024, the Board approved the grant of an annual equity award to Mr. Frinzi with a value of $7,000,000, or 854% of his base salary, and the Committee approved grants of annual equity awards to our other NEOs with a value between 350%-400% of their base salaries. As each of Messrs. Frinzi, Foust, and Sisitsky and Dr. Michna joined the Company in 2023, each received a sign-on equity award and did not receive an annual equity award in 2023. In 2024, each of Messrs. Frinzi, Foust, and Sisitsky and Dr. Michna received an annual equity award. For 2023 and 2024, Mr. Williams received an annual equity award, which was granted at 400% of his base salary.

The table below reflects the grant date value of the 2024 annual equity awards granted to each NEO:

For 2024, the Committee modified the mix of awards granted to our NEOs as part of the annual equity award program to reduce the percentage of awards granted in the form of stock options. In 2023, our annual equity award program was granted as follows: (i) one third of the value in stock options, (ii) one third of the value in RSUs, and (iii) one third of the value in PSUs. In 2024, the Committee approved an annual equity award program for our NEOs as follows: (i) 20% of the value in stock options, (ii) 40% of the value in RSUs, and (iii) 40% of the value in PSUs.

The table below reflects the 2024 annual equity awards granted to each NEO, including the number of shares subject to each award:

For the 2024 PSU awards, the Committee established revenue as the performance measure, with a potential PSU payout range of 0%-150% based on Company performance relative to target. The Committee approved revenue metrics that established a minimum threshold of $337 million, a target of $355 million, and a maximum of $373 million. Subject to the Company’s performance relative to such revenue metrics, the PSUs vest annually over three years commencing on the first anniversary of the date of grant. Based on the Company achieving $313.9 million in revenue for 2024, the Committee determined to fund the PSUs at 0%, and accordingly the 2024 PSUs did not vest and were forfeited.

Other Equity Awards. From time to time, the Committee approves the grant of one-time equity awards for our executives as sign-on equity awards, or in connection with special projects, significant accomplishments, promotions, and for retention. As discussed above, each of Messrs. Frinzi, Foust, and Sisitsky and Dr. Michna joined the Company in 2023, and each received a sign-on equity award in 2023. In 2024, none of our named executive officers received equity awards other than the 2024 annual equity awards described above.

2025 Equity Program Structure. With the challenges experienced in fiscal 2024, shareholder feedback on paying for performance, and new leadership, STAAR implemented changes to the annual equity award program for 2025. For 2025, we modified the mix of equity awards granted to our NEOs to eliminate stock options, with the 2025 annual equity award granted in a mix of 50% PSUs and 50% RSUs. We also adopted a new PSU program that measures revenue achievement over a three-year period.

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 2024, the named executive officers were afforded the opportunity to undergo an executive health screening and were eligible to be covered under 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—$23,000 per employee for 2024 (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 2024 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

Agreements with Thomas G. Frinzi

Thomas G. Frinzi joined STAAR 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 provided 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.

The Frinzi Agreement also provided that, 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 Frinzi Agreement also provided 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.

As noted above, in the first quarter of 2025, we made a number of changes to our leadership team, and we took steps to right-size and realign our leadership structure to better address market needs. In February 2025, Stephen Farrell was appointed Chief Executive Officer to succeed Mr. Frinzi, and Mr. Frinzi agreed to step down from his position as Chief Executive Officer at the request of the Board. In February 2025, we entered into a separation agreement and general release with Mr. Frinzi pursuant to which he will receive the severance benefits provided in the Frinzi Agreement. To facilitate a smooth transition in leadership, Mr. Frinzi has agreed to serve as an advisor to Mr. Farrell, the Board and the executive management team through January 26, 2026. The Company entered into a consulting agreement with Mr. Frinzi in February 2025, which provides for compensation at a rate of $45,000 per month during such consulting period.

Offer Letters with Named Executive Officers

Other than the agreements 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 agreements with certain executive officers and other key employees, including Messrs. Williams, Foust, Sisitsky and Dr. Michna, that provide cash and other severance benefits if there is a change in control of the Company. Under the Executive Change in Control Agreements, if the executive’s employment is terminated by the Company without cause within 12 months after a change in control of STAAR, or if the executive resigns for good reason within 15 months after a change in control of STAAR, the executive 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 certain executive officers and other key employees, including Messrs. Williams, Foust, Sisitsky and Dr. Michna, that provide cash and other severance benefits if the executive’s employment is terminated without cause or the executive resigns for good reason (except in connection with a change in control of STAAR). The Executive Severance Agreements provide for different levels of benefits depending on whether the executive is a Vice President, Senior Vice President, or C-level executive. During 2024, each of Messrs. Williams and Foust and Dr. Michna were C-level employees and were eligible to receive 12 months of benefits. During 2024, Mr. Sisitsky was a Senior Vice President and eligible to receive nine months of benefits. The Executive Severance Agreements provide that our named executive officers 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.

As noted above, in March 2025, Deborah Andrews was appointed to the role of Interim Chief Financial Officer to succeed Mr. Williams, and STAAR announced that it would be initiating a search for a permanent Chief Financial Officer. In March 2025, Mr. Williams agreed to step down at the request of the Board from his position as Chief Financial Officer. We entered into a separation agreement and general release with Mr. Williams pursuant to which he will receive the severance benefits provided in the his Executive Severance Agreement. In addition, Mr. Williams agreed to a three-month consulting agreement to assist with the transition of responsibilities, which provides for compensation at his current base salary rate of $47,917 per month during such consulting period.

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.

The Compensation Committee

Arthur Butcher (Chair)

Aimee S. Weisner*

Elizabeth Yeu, M.D.

April 24, 2025

* Ms. Weisner served on the Compensation Committee during the fiscal year ended December 27, 2024, and she participated in the review and discussion of the matters set forth in the Compensation Committee Report. As discussed above, Ms. Weisner stepped down from the Compensation Committee in April 2025, and she is not standing for re-election to the Board at the Annual Meeting.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 27, 2024, the following individuals served as members of the Compensation Committee: Arthur Butcher, Aimee S. Weisner, and Elizabeth Yeu, M.D. 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 27, 2024.

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 27, 2024, December 29, 2023 and December 30, 2022, respectively.

Grants of Plan-Based Awards for Fiscal Year Ended December 27, 2024

The following table provides information on stock and option awards granted in 2024 to each of STAAR’s named executive officers and potential payouts for non-equity incentive plan awards under the 2024 Bonus Plan. Actual cash bonus payments made for 2024 are shown in the Bonus column of the Summary Compensation Table above.