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

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☐ 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.

Why Invest in STAAR Surgical ? Goal Become the standard of care for refractive vision correction, gaining board-based surgeon acceptance of our family of EVO Implantable Collamer Lenses (ICLs) as a primary procedure, and freeing patients from the hassles of glasses and contact lenses. How? 01 Increase surgeon knowledge of EVO clinical outcomes and commercial benefits 02 Raise consumer awareness of EVO 03 Continue to tailor staregic agreements that address individual practice dynamic 99% Paitient satisfaction Financial excellence Continue multi-year track record of industry leading growth, cash flow generation and GAAP profitability Multi- Year track record of 25% + Y/Y sales growth Multi-Year track record of GAAP profitability Large and growing addressable market Long history of EVO clinical safety and efficacy Wide competitive moat and negligible lens-based competition Gaining share and adding procedures to markets where we invest With 2022 EVO approval in U.S. (#2 market globally), increasing domestic growth investments Strong balance sheet Outlook for another strong year of growth in 2023, up=26%Y/Y * 99.4% of patients surveyed would elect ECO ICL again. Packer, The Implantable Collamer Lens with a central port: review of the literature, Clinical Ophthalmology, 2018

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

Dear Fellow Shareholders:

At STAAR, our mission remains positioning our EVO ICL lenses throughout the world as primary and premium solutions for patients seeking visual freedom from wearing eyeglasses or contact lenses while achieving outstanding visual acuity through refractive vision correction.

Once again in 2022, with the passionate commitment of our global employees and business partners, STAAR delivered industry leading growth. Year-over-year revenues grew 23% (29% in constant currency*), and ICL sales grew 27% (32% in constant currency*). Gross margins increased from 77.5% to 78.5%, and net income rose from $0.50 per share to $0.78 per share. In addition, we generated approximately $36 million in operating cash and invested approximately $18 million in capital expenditures to fuel future growth. We accomplished this financial performance at a time when the global refractive industry was roughly flat year-over-year.

Our proven growth strategy remains the same:

After the FDA approved our EVO Visian ICL lens for sale in the U.S. in March 2022, we expanded our efforts educating American surgeons about EVO. To date, we have also collaborated with musician Joe Jonas, NBA basketball player Max Strus, and actress Peyton List to increase consumer awareness, especially in the U.S. We continue engaging surgeons and their staffs, globally, through clinical validation, education and strategic cooperation.

As part of our commitment to progress on environmental, social responsibility and governance issues, we created a cross-functional Climate Risk Committee, which in 2022 focused on our most critical suppliers. You can read about our activities and results in our most recent Sustainability Report, which is available on our website.

We ask for your voting support on the matters described in this proxy statement so we can continue to build on our strong foundation, create the lens-based future of refractive vision correction and extend our track record of outstanding performance. 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.

* Constant currency is a non-GAAP financial measure. For additional information on constant currency, please see Appendix 2.

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 15, 2023

We want to ensure your shares are represented as we conduct a vote on the matters outlined in the proxy statement. If you are unable to attend the meeting, please cast your vote as soon as possible 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.

You can find our 2023 Proxy Statement, the proxy card and 2022 Annual Report on Form 10-K 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 26, 2023, to all shareholders of record as of the close of business on April 18, 2023.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/STAA2023. 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 5 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.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 8:30 a.m. Pacific Time on June 15, 2023 and at the Company’s headquarters, 25651 Atlantic Ocean Drive, Lake Forest, CA 92630, solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investors page of the company’s website at http://staar.com.

STAAR SURGICAL COMPANY

TABLE OF CONTENTS

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.

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To Be Held June 15, 2023 at 8:30 a.m. (Pacific Time)

The Board of Directors of STAAR Surgical Company (the “Company,” “STAAR,” “we,” “us,” or “our”) is soliciting your proxy for use at the 2023 Annual Meeting of Shareholders to be held on June 15, 2023 at 8:30 a.m. (Pacific Time). The Board of Directors is making proxy materials available on the Internet to shareholders on or about April 26, 2023.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

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Voting Standards and Board Recommendations

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SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table shows, as of April 18, 2023, information concerning the shares of common stock beneficially owned by each person known by STAAR to be the beneficial owner of more than 5% of our common stock (other than directors and executive officers). This information is based on publicly available information filed with the SEC as of the Record Date.

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The following table shows, as of April 18, 2023, information with respect to the shares of Common Stock beneficially owned by (1) each director and director nominee, (2) each person who is named in the Summary Compensation Table below, and (3) all current executive officers and directors as a group. This information is based on publicly available information filed with the SEC as of April 18, 2023.

* Less than 1%.

** Director or Nominee.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Proposal No. 1 is for the election of Stephen C. Farrell, Thomas G. Frinzi, Gilbert H. Kliman, M.D., Aimee S. Weisner, Elizabeth Yeu, M.D., and K. Peony Yu, M.D., as directors, each to serve until STAAR’s 2024 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. The authorized number of directors is currently set at six members.

The Board of Directors has nominated Stephen C. Farrell, Thomas G. Frinzi, Gilbert H. Kliman, M.D., Aimee S. Weisner, Elizabeth Yeu, M.D., and K. Peony Yu, M.D., for 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 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 and Executive Officers

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

Board Snapshot – Diverse Mix of Skills, Experience, and Background

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Board Diversity

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Director Nominees

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Committee Composition:

Below is a summary of our committee structure and membership information as of the date of this Proxy Statement.

Below is a summary of our committee structure and membership information.

All of the directors listed in the chart are independent directors under the rules of the Securities and Exchange Commission and the Nasdaq Stock Market, with the exception of Tom Frinzi, who serves as STAAR’s President and Chief Executive Officer.

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Executive Officers

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COMPENSATION OF DIRECTORS

Non-employee directors were compensated for 2022 service as follows:

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.

Each non-employee director annually chooses the form of equity he or she receives based on a Black Scholes value of stock options or the fair value of restricted stock on the date of grant. The $180,000 annual option and restricted stock awards were made on June 16, 2022, and are scheduled to vest in full on the earlier of the first anniversary of the grant date or the date of our next annual meeting of shareholders to elect directors. Equity grants are awarded 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-based awards granted to a non-employee director during any calendar year may not exceed $500,000.

The Board of Directors can change the compensation of directors at any time. On December 16, 2022, the Board announced the creation of the role of Lead Independent Director and appointed Mr. Stephen Farrell to serve in that capacity, effective January 1, 2023. Mr. Farrell will receive an additional $40,000 per year as compensation in connection with his service as the Lead Independent.

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2022 Director Compensation

The table below summarizes the fiscal 2022 compensation of each non-employee director, including fees earned or paid in cash, restricted stock awards and stock options.

CORPORATE GOVERNANCE

Since our 2022 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. In 2022, we received 96% shareholder support 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 its committees operate. These guidelines cover a number of areas, including the role and functioning of the Board and its 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 its 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 Mr. 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 Nasdaq rules. The Board also determined that Mr. Frinzi was independent during 2022, until his appointment as President and Chief Executive Officer, effective January 1, 2023, and that Mr. Silverman was independent for the period of 2022 in which he served as a director. 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 of Directors 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 CEO, 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 Mr. Farrell as Lead Independent Director. The Lead Independent Director has the following responsibilities:

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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.

Board Evaluations

The Board, under the direction of the Nominating and Governance Committee, conducts a self-evaluation. 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 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 its 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.

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 of Directors), 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 additonal 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, in April 2022 the Board of Directors adopted revised guidelines relating to stock ownership. The 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 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

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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 of Directors will consider and may reset the level of stock ownership that it considers appropriate for these Guidelines.

Code of Business Conduct and Ethics

STAAR has adopted a Code of Business Conduct and Ethics applicable to all employees and directors of STAAR. 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 senior executives 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 oversight and management of strategic, operational, legal, compliance, cybersecurity and financial risks, while our Board, as a whole and through its 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 committee at regular board and committee meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents steps taken by management to eliminate or mitigate such risks. The Chief Legal Officer also serves as Chief Compliance Officer, and reports to the Board at regularly scheduled meetings regarding compliance and risk mitigation activities, including when applicable, periodic enterprise risk assessments.

Each of the Board's standing committees assists the Board in overseeing the management of risk in the area overseen by the committee. In particular, the Audit Committee assists the Board by reviewing periodic reports from management on the risks related to such matters as financial reporting, internal controls, revenue recognition, treasury management, information technology, cybersecurity, insurable risks, and compliance with legal and regulatory requirements. The director of Internal Audit updates the Audit Committee at regularly scheduled Audit Committee meetings regarding a variety of risks and the effectiveness of controls implemented to address them. The Compensation Committee oversees risks related to our compensation programs and policies, as well as human capital management, including succession planning for management, diversity and inclusion. The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors, and risks relating to our corporate governance practices, including sustainability matters.

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Recoupment Policy

This policy includes standards for seeking the return, or “claw-back,” of bonus compensation paid to the Chief Executive Officer or Chief Financial Officer in certain circumstances following a restatement of STAAR’s financial statements. The policy provides that if the relevant officer is adjudicated to have engaged in intentional misconduct or fraud, and the Board of Directors determines that the wrongful conduct directly or indirectly made the restatement necessary, we will seek reimbursement of any excess incentive award or bonus paid on the basis of financial performance. The excess incentive award that may be recovered is the difference, if any, between the amount actually paid to the relevant officer and the amount that would have been paid to the officer had the incentive award been calculated based on the financial statements as restated. The claw-back has a five year look-back period based on payment of the affected award or bonus or following a change in control. We intend to update or supplement our recoupment policy as necessary to comply with the final listing standards adopted by the Nasdaq Stock Market implementing the SEC’s recently finalized Exchange Act Rule 10-D-1.

Sustainability

We seek to achieve our corporate goals in an ethical and sustainable manner. Our most recent Sustainability Report, drafted consistent with the Sustainability Accounting Standards Board (SASB) framework of sustainability topics for medical equipment and supplies companies, and references the Taskforce on Climate-Related Financial Disclosures (TCFD) framework for third party risk is available in the Investor Resources section of our website, at http://staar.com, under “Investors-Investor Resources & FAQs-Governance Documents.” Among the highlights of our recent activities are the following:

Our Annual Report on Form 10-K filed on February 23, 2023 contains our Human Capital Management information. Management regularly reports to the Board of Directors regarding ESG-related matters to assist the directors with oversight of such matters.

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 of Directors held 11 meetings during 2022. During 2022, each incumbent director attended more than 75% of the total number of Board of Directors meetings and meetings of the committees on which they then served (during the period he or she served). In addition to Board of Directors 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 an executive session without management and at such other times as may be requested by any independent director.

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It is the policy of STAAR that members of the Board of Directors attend the Annual Meeting of shareholders, if practicable. All six of the nominated directors attended the 2022 Annual Meeting of shareholders.

Committees

The Board of Directors has three standing committees: an Audit Committee, a Nominating and Governance Committee, and a Compensation Committee. The Board of Directors has adopted a written charter for each committee to provide for its organization and procedures and to delegate requisite authority for the committee to carry out its purposes.

Nominating and Governance Committee

The principal purposes of the Nominating and Governance Committee (the “Nominating and Governance Committee” or the “Committee”) are to help ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to shareholders and STAAR, and that STAAR has and follows appropriate governance standards. To carry out these purposes, in accordance with its written charter, the Committee periodically does the following:

In addition to the candidates proposed by the Board of Directors or identified by the Committee, the Committee considers candidates for director suggested by our shareholders. Shareholders may recommend candidates for consideration by the Committee by submitting the names and supporting information to: Office of the Secretary, STAAR Surgical Company, 25651 Atlantic Ocean Drive, Lake Forest, California, 92630. In the future, the Committee may also engage a recruiting firm to identify director candidates.

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.

In selecting nominees for the Board of Directors, the 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

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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 Committee and have been nominated by the Board of Directors. The Committee received no formal shareholder recommendations of candidates for election at the 2023 Annual Meeting.

The current members of the Nominating and Governance Committee are Aimee Weisner, who has served as Chair since June 2022, Stephen Farrell, Dr. Elizabeth Yeu, and Dr. K. Peony Yu. 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 2022, 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 Officers, 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 Committee also administers STAAR’s incentive equity plan. The 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 Recoupment (clawback) Policy. The Compensation 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 committee also periodically reviews our employee diversity and inclusion recruitment, retention and compensation efforts.

The current members of the Compensation Committee are Aimee Weisner, who has served as chair since June 2022, Dr. Gilbert H. Kliman, and Dr. Elizabeth Yeu. Each current member of the Compensation Committee is “independent” as that term is defined under the Listing Rules of the Nasdaq Stock Market. During 2022, the Compensation Committee held six meetings.

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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 has assessed the independence of Radford considering the factors set forth in applicable SEC rules and the Listing Rules of the Nasdaq Stock Market and has concluded no conflicts of interest were raised by the work performed by Radford, an Aon Hewitt business unit. In 2022, the Compensation Committee engaged a compensation consultant from Radford to conduct a review of the Corporation’s compensation program concerning the Chief Executive Officer, other members of management, and a potential lead independent director, and provide benchmark data and recommendations.

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 STAAR’s 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.

The current members of the Audit Committee are Stephen C. Farrell who serves as chair, Dr. Gilbert H. Kliman, and Dr. K. Peony Yu. 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 2022, the Audit Committee met four times.

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.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the following 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 STAAR’s Proxy Statement for 2023.

The Compensation Committee

Aimee Weisner (Chair)

Gilbert H. Kliman, M.D.

Elizabeth Yeu, M.D.

April 26, 2023

COMPENSATION DISCUSSION AND ANALYSIS

General

The following Compensation Discussion and Analysis describes the material elements of compensation for the named executive officers identified in the compensation tables and related disclosures below.

In 2022, the Compensation Committee of the Board of Directors, to which we refer in this discussion as the “Committee,” made recommendations to the Board of Directors for the total direct compensation including the base salary, annual bonus, long-term equity compensation and perquisites of our named executive officers. Both the Board of Directors and the Committee exercise independent review in making judgments regarding executive compensation.

In 2022, our named executive officers were:

Our key accomplishments in 2022 included:

* Constant currency is a non-GAAP financial measure. For additional information on constant currency, please see Appendix 2.

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Compensation Program Objectives and Rewards

Compensation 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. Other than the Chief Executive Officer, management does not participate in the Committee’s deliberations regarding the Company’s compensation programs, and their involvement is limited to providing Company performance and market information. Our Chief Executive Officer does not participate in the determination of her/his own compensation, but joins with the full Board of Directors in the determination of compensation of other named executive officers.

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 April 2021, the Compensation Committee engaged a compensation consultant from Radford, an AON Hewitt company, to review non-employee director and officer compensation, provide benchmark data and recommendations. In June 2021, Radford proposed a new peer group for the Corporation, based on the Corporation’s revenue growth and increased market capitalization, among other things. Based on Radford’s recommendations, we commenced using an updated peer group, with a larger set of companies, for compensation purposes in 2021. We used this same peer group for compensation decisions in 2022.

Such peer group was selected from U.S. based medical device companies with market capitalizations between $1.5 billion and $15 billion and revenue generally between $100 million and $600 million. The Committee accepted Radford’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 2022 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.

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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 Radford 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. Commencing in the second half of 2021, the Committee’s objective has been to structure compensation policies and decisions based on (a) overall Company performance, (b) a target base salary at or near the 75th percentile of our peer companies and other industry benchmark data, and (c) a target for total target compensation, consisting of base salary, cash bonus potential and long-term equity incentives, between the 50th – 75th percentile of our peer companies and other industry benchmark data based on the Company’s financial performance and achievement of Board-approved pre-established metrics, if applicable. In 2022, similar to the second half of 2021, the Committee determined, after assessing Radford’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, reflecting the experience, leadership, specialized skill sets and sustained performance of our executive team.

2022 Results of Advisory Vote to Approve Compensation of Named Executive Officers. At our Annual Meeting held on June 16, 2022 shareholders representing approximately 96% of the votes cast on the proposal approved the compensation of our named executive officers. Given the strong support shown, we decided to maintain the structure of 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 compensation. All components of each named executive officer’s compensation are annually reviewed in the context of company performance and individual performance.

Compensation Mix

Base Salaries. The Committee, with input from the Chief Executive Officer, reviews, considers and approves base salaries at a level expected to attract and retain the executives that the Company needs to achieve its plans. The Board of Directors 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 2022, named executive officer salaries increased 3.5% over 2021 levels as follows, consistent with base salary increases company-wide and industry-wide.

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Annual Cash Bonuses. A material element of each named executive officer’s compensation is the opportunity to earn annual performance-based cash bonuses, which are earned based on the funding of the 2022 Incentive Bonus Plan (the “2022 Bonus Plan”), as determined by achievement of specific corporate financial objectives and thereafter, on personal performance. The Board of Directors has exclusive authority, acting on the recommendation of the Committee, to approve bonuses for our named executive officers based on these criteria.

For 2022, the Committee and the Board of Directors approved a 2022 Bonus Plan that was designed to be funded in whole or in part based on STAAR meeting or exceeding specific revenue, EPS, and gross margin metrics. As in prior years, to allow for an accurate year-over-year comparison, and in recognition that over 90% of our revenue is generated outside the U.S., the Board of Directors in 2022 continued its practice of evaluating the Company’s revenue performance on a constant currency basis.

Each of the Company’s current named executive officers has an annual bonus target, as do other key contributors. 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.

Each named executive officer’s base salary and target bonus opportunity for 2022 is provided in the table below.

The Board of Directors confirms the Company’s 2022 revenue, EPS and gross margin results. Thereafter, the Committee recommends to the Board of Directors the level of funding, if any, of the 2022 Bonus Plan based on the level of achievement of the pre-established target financial metrics related to revenue, EPS and gross margin. The Board of Directors must review and approve all bonus recommendations for named executive officers presented by the Committee. The Compensation Committee also recommends to the Board the portion of the funded 2022 Bonus Plan, if any, applicable to other bonus-eligible team members whose specific bonuses are determined by the CEO based on the individual’s contributions to the Company’s results. The determination of annual bonuses for 2022 performance are described further below under the section entitled “2022 Bonus and Equity Determinations.”

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 either 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 named executive officers, the Committee considers recommendations of the Chief Executive Officer, peer group data, individual performance and level of responsibility in the company, for those named executive officers reporting to the Chief Executive Officer. For the Chief Executive Officer’s equity grant, the Committee considers company and individual

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performance as well as peer group data. The Committee recommends to the Board of Directors the allocation among the different forms of equity compensation to align executive incentives with long-term shareholder interests. For 2022, the Committee recommended that our named executive officers be granted equity as follows: (i) one third value in the form of stock options, (ii) one third value in the form of RSUs, and (iii) one third in the form of PSUs. Based on benchmark data from Radford and peer groups, the value of each executive officer’s grant was established as a percentage of the executive’s annual base salary. The Committee used the Black-Scholes value for stock options and the fair value of RSUs and PSUs on the date of grant. The equity grants made in 2022 are described further below under the section entitled “2022 Bonus and Equity Determinations.”

Stock options. Stock options, once granted, become valuable if the price of STAAR’s common stock rises above the exercise price at the time of grant. The exercise price of a stock is the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant. Under the Company’s Omnibus Equity Incentive Plan (“Plan”) STAAR may not grant stock options having 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. Stock options are forfeited back to STAAR if the grantee’s service to STAAR terminates before the end of the vesting period.

Restricted shares/Restricted stock units/Performance stock units. Restricted shares are shares of common stock that STAAR grants subject to forfeiture over a specified period of time. RSUs and PSUs represent the right to receive shares of common stock of STAAR upon the lapse of applicable forfeiture conditions over a specified period of time. The value of these incentive awards rises and falls with STAAR’s stock price. Time-vesting awards such as restricted shares and RSUs, as well as PSUs, are forfeited back to STAAR if the grantee’s service to STAAR terminates before the end of the vesting period. Vesting of restricted shares and RSUs occurs when the restricted period ends. Vesting of PSUs occurs if the Company meets or exceeds the performance metrics pre-established by the Board of Directors. Time-vesting awards such as restricted shares and RSUs as well as PSUs provide a long-term incentive by aligning the grantee’s interests with those of the shareholders and encouraging retention through the risk of forfeiture if the grantee ceases working for us during the vesting period or the company does not achieve pre-established performance metrics.

2022 Bonus and Equity Determinations

2022 Bonus Determinations. As described above, the 2022 bonus plan was funded based on how the Company performed against financial goals pre-established by the Compensation Committee for fiscal year 2022 and approved by the Board of Directors.

As a threshold to begin funding the bonus pool for 2022, the Company needed to achieve the following minimum financial milestones: a minimum revenue target of $285 million (on a constant currency basis), a minimum EPS target of $0.50 (adjusted for pre-determined foreign exchange rate considerations), and a minimum gross margin of $220 million. The total potential bonus pool was capped at 200% of the target bonus pool funding.

In 2022, the Company met the minimum financial threshold for revenue when adjusted for foreign exchange rate considerations, the impact of COVID in China in the second half of 2022, and the decision to de-emphasize the IOL business in the fourth quarter of 2022. These adjustments were offset by reducing the revenue metric by the better-than-expected effective tax rate for 2022 and the better-than-expected weighted shares outstanding in 2022. The Company exceeded the minimum financial threshold for EPS and gross margin, which when combined with revenue performance, enabled funding of the 2022 Bonus Pool in excess of 100% of target. Based on the Company achieving $284.4 million in revenue, the adjustments to revenue, $0.77 EPS, and $223.4 million in gross margin in 2022, the Board of Directors agreed upon the pool funding at 125% of the target amount for 2022. The Board of Directors agreed that this level of pool funding aligns management’s compensation with shareholder interests.

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2022 Long-term Equity Awards. In 2022, the Committee recommended to the Board of Directors that it grant long-term equity compensation 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, restricted stock units, and performance stock unit grants, which the Board of Directors approved.

In 2022, based on Radford data and recommendations provided in mid-2021, the Board of Directors awarded 2022 long-term equity grants for named executive officers with the cash value of such equity awards equally divided among PSUs (1/3), RSUs (1/3), and stock options (1/3). The PSUs do not vest unless the Company meets or exceeds pre-established financial metrics. In 2022, the Board of Directors approved 100% funding of PSUs if the Company generated $300 million in revenue during 2022, with a 50% minimum and 150% maximum funding cap. Based on $284.4 million revenue and the adjustments described in the 2022 Bonus Determination section above, 85% of granted PSUs were earned and therefore became eligible to vest.

The 2022 equity grants to named executive officers were as follows: