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. )

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Dear Fellow Shareholders:

2025 was a difficult year of meaningful transition for STAAR. We expect 2026 to be a stronger year—one defined by renewed revenue growth, improving profitability, and continued progress across our innovation pipeline.

Less than five years ago, STAAR was experiencing a period of hyper-growth, supported by the durable advantages of our Collamer® lens material and the growing global recognition that the future of refractive surgery is lens-based. Those fundamental advantages remain firmly intact today. Across most markets, we believe refractive surgery will continue to shift toward lens-based procedures and away from laser-vision correction procedures that require corneal tissue removal.

Over the past several years, however, a combination of macroeconomic headwinds—particularly in China, our largest market—and a loss of focus contributed to slower revenue growth, increased an elevated cost structure, reduced profitability, and delayed the progress of our innovation pipeline. These challenges negatively affected our business performance and, understandably, investor confidence in STAAR.

In early 2025, we took decisive action to reset the business. We temporarily paused shipments to China to address elevated channel inventory, implemented significant cost reductions, and accelerated the expansion of our manufacturing capabilities in Switzerland in response to rising tariffs. These actions were not easy, but they were necessary to restore discipline, improve visibility, and position STAAR for sustainable growth and profitability.

During the year, we also navigated a period of additional disruption related to the proposed merger with Alcon. This process introduced temporary uncertainty across parts of our distribution network and diverted management focus. In January 2026, our shareholders rejected the proposal, allowing STAAR to return its full attention to long-term value creation as an independent company.

Following that outcome, we took additional steps to strengthen alignment and execution. We enhanced Board representation and shareholder alignment by adding three new directors directly representing over 37% of our outstanding shares. And in February, we implemented an interim Co-Chief Executive Officer structure designed to combine complementary experience, increase operational oversight, and re-enforce accountability. Today, STAAR is regaining momentum. With China inventory normalization largely complete, early demand for EVO+TM in China exceeding expectations, meaningful cost actions behind us, and our Swiss manufacturing expansion progressing, we enter 2026 better positioned to deliver improved financial performance.

Our strategy is clear and grounded in three priorities: driving revenue growth through focused execution in key markets, expanding profitability through disciplined cost management and improved operating leverage, and accelerating innovation to strengthen our product portfolio and pipeline. These priorities are supported by our differentiated technology, including our proprietary Collamer material and the proven performance of EVO ICLTM, as well as a large and growing global opportunity driven by increasing myopia prevalence and rising incidence of dry eye disease.

We believe STAAR is well positioned to benefit from the continued shift toward lens-based refractive surgery, and we remain confident in our ability to execute and create long-term value.

Our Board, leadership team, and employees are aligned in this effort. We are committed to disciplined execution, thoughtful governance, and sustained value creation for our shareholders. Thank you for your continued support.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY

MATERIALS FOR THE STAAR SURGICAL COMPANY 2026 ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 18, 2026

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 January 2, 2026 (“2025 Annual Report”) 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 May 4, 2026, to all shareholders of record as of the close of business on April 20, 2026.

Shareholders of record as of the close of business on April 20, 2026 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/STAA2026. 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; and the plans, strategies, and objectives of management for future operations or prospects for achieving such plans, including statements under the caption “2026 Strategic Imperatives.” 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 2025 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 2026 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 2025 Annual Report are first being made available to our shareholders on or about May 4, 2026. The Annual Meeting will be held as follows:

Director Nominees

In January 2026, we announced several changes to our Board. We expanded the size of the Board from six to seven directors, accepted the resignations of Stephen C. Farrell and Elizabeth Yeu, M.D. from the Board, and we appointed each of Neal C. Bradsher, Richard T. LeBuhn and Christopher M. Wang to the Board.

Recent Developments

Corporate Governance Highlights

Executive Compensation Highlights

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Proposal No. 1 is for the election of seven directors nominated by the Board. Each of Neal C. Bradsher, Arthur C. Butcher, Wei Jiang, Richard T. LeBuhn, Louis E. Silverman, Christopher M. Wang, and Lilian Y. Zhou currently serve as directors, and each has been nominated for 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 are standing for election at the Annual Meeting.

In January 2026, we announced several changes to our Board. In accordance with the Cooperation Agreement between the Company and Broadwood, Mr. Farrell and Dr. Yeu resigned from the Board, effective January 14, 2026. In addition, effective January 14, 2026, we expanded the size of the Board from six to seven directors, and we appointed to the Board Messrs. Bradsher, LeBuhn and Wang. Pursuant to the Cooperation Agreement, the Board agreed to nominate each of Messrs. Bradsher, LeBuhn and Wang as a candidate for election as a director at the Annual Meeting.

The Board nominated for election at the Annual Meeting Messrs. Bradsher, Butcher, Jiang, LeBuhn, Silverman and Wang, and Ms. Zhou. Each of the seven director nominees has been nominated by the Board for election as a director to serve until STAAR’s 2027 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 seven nominees. If a nominee is unable or unwilling to serve as a director at the time of the Annual Meeting or any continuation, postponement or adjournment of the meeting, the proxy holders will vote the proxies for another nominee, if the current Board designates a nominee to fill the vacancy.

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

INFORMATION REGARDING DIRECTOR NOMINEES

The table below sets forth certain information regarding the seven directors nominated for election, as of May 4, 2026:

Director Nominee Skills and Experience

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

Director Nominee 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-Governance-Corporate 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 Neal C. Bradsher, Arthur C. Butcher, Richard T. LeBuhn, Louis E. Silverman, Christopher M. Wang, 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 each of Aimee S. Weisner and Elizabeth Yeu, M.D. was independent during the time each served as a director in 2025. 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.

Former Board members Stephen C. Farrell, who served as our CEO from February 2025 to January 2026, and Thomas G. Frinzi, who served as President and CEO from January 2023 to February 2025, were not independent during their 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 compensated 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 periodically reviews its leadership structure to evaluate whether the structure remains appropriate for us.

In February 2025, in connection with the appointment of Mr. Farrell as CEO to succeed Mr. Frinzi, we separated the roles of the Board Chair and CEO. Dr. Yeu, who had served on our Board since 2021, was elected to serve as Board Chair. In accordance with the Cooperation Agreement with Broadwood, Mr. Farrell and Dr. Yeu resigned from the Board in January 2026. The Board elected Mr. Bradsher to serve as Board Chair effective January 15, 2026. 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. Since then, the Board has not had a Lead Independent Director.

Evaluation of Board Effectiveness

The Board, under the direction of the Nominating and Governance Committee, periodically conducts a self-evaluation and assessment process. The Board believes that a self-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 and for the Board to assess Board and Board Committee composition and leadership. The evaluation process 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 Board considered feedback from its 2024-2025 self-evaluation in making decisions related to Board and Board Committee composition and leadership and Board processes and procedures in 2025. Given the Company’s pending merger with Alcon, which was terminated in January 2026, the Board did not conduct a 2025-2026 self-evaluation.

Director Resignation Policy for Uncontested Election of Directors

In an uncontested election of directors (i.e., an election where the number of nominees for election does not exceed the number of directors to be elected), 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-Governance-Corporate 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 CEO 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-Governance-Corporate Governance Documents.”

Code of Business Conduct and Ethics

STAAR maintains a Code of Business Conduct and Ethics applicable to all employees and directors. In 2025, the Board conducted a review of our Code of Business Conduct and Ethics and approved updates to improve clarity and to better align with best practices. The Code of Business Conduct and Ethics is published on our website, at http://staar.com, under “Investors-Governance-Corporate 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-Governance-Corporate 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-Governance-Corporate Governance Documents,” and a copy is filed with our 2025 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 Vice President 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 “clawback,” 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-Governance-Corporate Governance Documents.”

Sustainability

We seek to achieve our corporate goals in an ethical and sustainable manner. We published our 2025 Sustainability Report in April 2025, and we are planning to publish a supplement with updates in 2026. 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-Governance-Corporate 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 34 meetings during 2025. During 2025, 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 CEO 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 2025 Annual Meeting attended the 2025 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:

As of January 15, 2026, the Nominating and Governance Committee is comprised of Neal C. Bradsher (Chair), Louis E. Silverman, Christopher M. Wang, and Lilian Y. Zhou. 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 2025, the members of the Committee comprised the following members until their respective exit dates: Stephen C. Farrell left the Committee in February 2025 when he was appointed CEO of STAAR, Wei Jiang left as Chair of the Committee in April 2025 upon becoming a contracted advisor to STAAR, Aimee S. Weisner left the Board in June 2025, and Elizabeth Yeu, M.D., served as the Chair of the Committee from April 2025 until her resignation from the Board in January 2026. During 2025, the Nominating and Governance Committee met once as a standalone Committee, and the Committee met multiple times as part of broader Board meetings.

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 overall executive compensation strategy, as well as all elements of the total direct compensation of the CEO, 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.

As of January 15, 2026, the Compensation Committee is comprised of Louis E. Silverman (Chair), Richard T. LeBuhn, and Christopher M. Wang. In 2025, the Compensation Committee was comprised of the following members until their respective exit dates: Aimee S. Weisner, served as Compensation Committee Chair until she left the Board in June 2025, Arthur C. Butcher, served as a member until April 2025 and then served as the Compensation Committee Chair until January 2026, Elizabeth Yeu, M.D., who resigned from the Board in January 2026, and Lilian Y. Zhou, who served on the Committee until January 2026. 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 2025, the Compensation Committee met once as a standalone Committee, and the Committee met multiple times as part of broader Board meetings.

Role of Compensation Consultant

The Compensation Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of director, CEO or senior executive compensation. 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 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 2025, 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 assisted with compensation matters in 2025 related to the hiring of Mr. Farrell as CEO and the hiring of Ms. Andrews as CFO, as well as compensation matters related to management promotions and retention. Semler Brossy also provided benchmark data and recommendations, including updates to the peer group for the Company’s 2025 compensation program, and assisted with the Company’s analysis of performance-based compensation and the structure for the annual bonus plan and the Company’s PSUs.

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:

As of January 15, 2026, the Audit Committee is comprised of Lilian Y. Zhou (Chair), Arthur C. Butcher, and Christopher M. Wang. During 2025, the Audit Committee was comprised of the following members until their respective exit dates: Stephen C. Farrell (served until February 2025), Wei Jiang (until April 2025), and Louis E. Silverman (served from April 2025 until January 2026) and Elizabeth Yeu, M.D. (until January 2026). 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 2025, the Audit Committee met four times.

Ad Hoc Committees

In addition to the Board’s three standing committees, from time to time the Board creates ad hoc or temporary committees to assist with the Board’s governance and oversight responsibilities. In March 2025, the Board established a Capital Stewardship Committee, chaired by Ms. Zhou. The Board established the Capital Stewardship Committee to help guide the Company’s financial strategies, including the responsible allocation, management and oversight of capital. In January 2026, following the election of Messrs. Bradsher, LeBuhn and Wang to the Board, the Board established two additional committees, the Insight and Engagement Committee and the Search Committee. The Board established the Insight and Engagement Committee, chaired by Mr. Wang, to further engage with Company management, internal and external stakeholders, and industry experts and leaders, in order to gather different perspectives and insights on the Company’s business, prospects, and opportunities. The Board established the Search Committee, chaired by Ms. Zhou, to help guide the Board’s efforts to identify and make decisions with respect to Company leadership, including the Board’s CEO search process.

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, so fresh viewpoints and perspectives are regularly considered.

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 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 also is important to consider a potential director candidate’s contribution to the array of occupational and personal backgrounds, perspectives, and experiences of the Board, 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 seven 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. Each of Messrs. Bradsher, LeBuhn, and Wang were recommended by Broadwood and were elected to the Board in accordance with the Cooperation Agreement. 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 CEO, 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. In January 2026, Messrs. Bradsher, LeBuhn, and Wang were added as directors in accordance with the Cooperation Agreement. Messrs. Bradsher, LeBuhn, and Wang provided the Board details on their skills, backgrounds, and experiences. Information about the qualifications and experience of each of the director nominees can be found above under “Director Nominee Profiles.”

Each of the seven 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. As discussed above, the Board agreed pursuant to the Cooperation Agreement to nominate each of Messrs. Bradsher, LeBuhn, and Wang as directors for election at the Annual Meeting. The Nominating and Governance Committee did not otherwise receive 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 January 2, 2026:

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 was granted on the date of the annual meeting of shareholders, with a fair market value of $180,000 on the date of grant. That 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 chose the form of equity he or she received (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 were 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 2025, the annual non-employee director awards were granted on June 18, 2025, to our directors serving on the Board on such date. These awards are scheduled to vest in full on June 18, 2026. 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.

In addition to the annual non-employee director awards, in 2025, we also granted Ms. Zhou stock options in connection with her service as Chair of the newly created Capital Stewardship Committee. These stock options, with a fair market value of $40,000, were granted on June 25, 2025, subject to vesting as to one quarter of the shares subject to the award on each of September 25, 2025, December 25, 2025, March 25, 2026, and June 25, 2026. In addition, we granted Mr. Jiang RSUs in connection with his service as a special strategic advisor to the Company's Asia Pacific business through the end of fiscal 2025, in the temporary role of Chief of APAC Strategy. As noted previously, Mr. Jiang has decades of significant and substantive China business and operational experience, and most recently served as Executive Vice

President and President, Bayer Pharmaceuticals Region China & APAC and President, Bayer Group Greater China Region, until his retirement in 2021. During his tenure on our Board, Mr. Jiang has worked closely with our Asia Pacific team to understand the challenges and opportunities in this key region for STAAR. He was engaged as a strategic advisor, as the Board believed that Mr. Jiang’s knowledge of our Company, business, strategy, and people, combined with his history of success in leadership roles at large multinational pharmaceutical companies in China, make him well suited for this role. As compensation for such service, he was granted an RSU award, with a fair market value of $1,275,000 on May 12, 2025, subject to vesting as to one third of the shares subject to the award on each of August 12, 2025, November 12, 2025, and January 12, 2026.

2025 Director Compensation

The table below summarizes the fiscal 2025 compensation of each director that served as a non-employee director during 2025, including fees earned or paid in cash, Option Awards, and Stock Awards.

INFORMATION REGARDING EXECUTIVE OFFICERS

The table below sets forth certain information regarding our executive officers as of May 4, 2026:

COMPENSATION DISCUSSION AND ANALYSIS

Overview and Highlights

The following Compensation Discussion and Analysis describes the objectives of the 2025 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 the executive compensation philosophy and programs, including the decisions made by the Compensation Committee in 2025 (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 2025.

Our Named Executive Officers

For the fiscal year ended January 2, 2026, 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 2025 Talent and Compensation Actions

In the first quarter of 2025, the Board made changes to the Company’s leadership team, and realigned the leadership structure to better address market needs. In February 2025, Mr. Frinzi agreed to step down at the request of the Board as President and CEO and a member of the Board, and we hired Mr. Farrell as CEO. Under Mr. Farrell’s leadership, we took steps to align and streamline our organizational structure and management team to drive revenue growth, improve our cost structure, and better position the business to increase shareholder value. As a result, in March 2025, several management roles were eliminated, and several members of management left STAAR, including Mr. Williams. At that time, we brought in Ms. Andrews, who retired from STAAR in 2020 and previously served as STAAR’s CFO, to serve as our interim CFO. We also split the role of President and CEO, and we promoted Mr. Foust to the expanded role of President and Chief Operating Officer. In addition, we expanded the roles and responsibilities for Dr. Michna, who was promoted to Chief Development Officer, and Mr. Sisitsky, who was promoted to Chief Legal Officer. Then, in June 2025, we hired Ms. Andrews as our CFO.

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 implemented revised pay programs that we believed demonstrated our strong commitment to paying for performance.

Our compensation actions for 2025 included a redesign of our annual cash bonus plan to drive alignment and achievement of financial and strategic goals. In addition, in 2025, we did not include stock options from our annual long-term incentive (“LTI”) award, which was granted 50% in restricted stock units (“RSUs”) and 50% in PSUs. Further, we redesigned our PSU awards for 2025 to incentivize STAAR executives to drive revenue growth over a three-year performance period, with new vesting and payout terms intended to support executive retention. For 2025, our annual cash bonus plan was funded at 140% based on performance relative to pre-established targets. PSUs granted in 2025 remain subject to future vesting based on performance through December 2027.

The table below summarizes key talent actions taken in 2025:

The table below summarizes key compensation actions taken in 2025:

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

At the 2025 Annual Meeting, we received significant support for our “say-on-pay” proposal, with over 97% of the votes cast by shareholders in favor of the proposal. The Committee and the Board consider shareholder feedback regarding executive compensation, and as discussed in the proxy statement for our 2025 Annual Meeting, we made a number of changes to our compensation program for 2025 based on input received from shareholders.

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. Our shareholders expressed concerns about the size and form of the sign-on equity award for Mr. Frinzi when he was hired as our CEO in 2023, prior use of discretion in determining bonus and PSU payout levels, less than a majority of LTI awards being in the form of performance-based awards, and PSUs that duplicate the annual bonus metric and only measure one year of performance.

Our compensation actions for 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.

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 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 by Semler Brossy for the Committee.

For 2025, 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 assisted with compensation matters in 2025 related to the hiring of Mr. Farrell as CEO and the hiring of Ms. Andrews as CFO, as well as compensation matters related to management promotions and retention. Semler Brossy also provided benchmark data and recommendations, including updates to the peer group for the Company’s 2025 compensation program, and assisted with the Company’s analysis of performance-based compensation and the structure for the annual bonus plan and the Company’s PSUs.

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 October 2024, based on the recommendation of Semler Brossy, the Committee approved changes to the Company’s peer group for benchmarking executive pay levels. Four companies included in the 2024 peer group were removed due to their pending and/or completed acquisition. The criteria used to establish the peer group prioritized similar companies with similar revenue and market capitalization. In addition, the Committee approved the removal of four peers that were not aligned with the Company’s revenue and market capitalization and the addition of six companies with similar business, financial, and valuation profiles relative to STAAR, as follows:

The updated peer group approved by the Committee for 2025 contains 15 companies in the medical device space that reasonably represented STAAR’s then-current business and financial profile, as follows:

We use peer group data as part of our review of the overall appropriateness and competitiveness of our executive compensation program.

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 LTI 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 team performance, scope of responsibility, and past and potential contributions to our business.

In connection with the leadership changes in early 2025, the Board and the Committee, with the support of Semler Brossy, worked together to establish appropriate base salaries for the Company’s continuing executives and new hires. Based on the input of the Committee and Semler Brossy, the Board approved a base salary rate for Mr. Farrell, who was hired as CEO to succeed Mr. Frinzi in February 2025, of $725,000.

In March 2025, Ms. Andrews was hired as interim CFO to succeed Mr. Williams, and we agreed to pay Ms. Andrews’ salary at a rate of $150,000 per month for March, April and May 2025, after which her salary rate would decrease to $100,000 per month. In June 2025, Ms. Andrews was hired as CFO, and the Board approved a new compensation package for Ms. Andrews that provided for a base salary rate of $495,000, as well as an annual bonus opportunity and eligibility for LTI awards and other benefits. In March 2025, the Board also approved an increase in base salary rates for each of Messrs. Foust and Sisitsky and Dr. Michna in connection with their promotion and elevation to expanded roles. Other senior executives did not receive an annual merit increase for 2025. As discussed above, in March 2025, we split the role of President and CEO, and we promoted Mr. Foust to the expanded role of President and Chief Operating Officer. In addition, we expanded the roles and responsibilities for Dr. Michna, who was promoted to Chief Development Officer, and Mr. Sisitsky, who was promoted to Chief Legal Officer.

The table below reflects the annual base salary rate for each NEO in 2025:

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. 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 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.

Based on the input of the Committee and Semler Brossy, the Board approved a bonus target for Mr. Farrell of 100% of his base salary. For 2025, bonus targets as a percentage of base salary for each of Messrs. Foust and Sisitsky and Dr. Michna were not changed from 2024.

The table below reflects base salary rate and target bonus amounts for each NEO in 2025:

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. The Committee approves the individual bonus payments to the NEOs. For the bonus payout to the CEO, the Committee makes a recommendation to the Board, which is then subject to Board approval. Performance is generally considered based on NEOs’ achievement of goals and objectives for year. The Committee also considers the overall performance of the Company and collective contributions of the NEOs when determining bonus payouts.

Annual Bonus Awards. For fiscal 2025, the Board approved a revised annual bonus plan framework that included financial targets and strategic objectives. In 2024, the annual bonus plan included only financial targets, with bonus funding based on the extent to which STAAR met or exceeded specific targets for revenue and Adjusted EBITDA per share. The Company fell short of the minimum thresholds for revenue and Adjusted EBITDA per share, and 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. 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 (the “2025 Bonus Plan”) was weighted 75% to financial targets for (i) revenue (excluding China) (weighted at 25%), (ii) selling, general and administrative (“SG&A”) cost controls (40%), and (iii) gross profit margin (10%). The 2025 Bonus Plan was weighted 25% to strategic objectives, including goals related to the U.S. market (achievement was 75%), China market (100% achievement), and research and development efforts (79% achievement). The Company established the revenue metric excluding China, as revenue from China was expected to be minimal in the first half of the year while distributors worked through excess inventory that had accumulated due to unforeseen macroeconomic conditions. Focusing on revenue ex-China provided a basis to measure the underlying commercial growth of the rest of the business. For each target, the 2025 Bonus Plan established a threshold, target, and maximum, with potential performance between 0%-200%. If Company performance failed to achieve the threshold for a target, that target would be earned at 0%. For performance at or above the maximum, a target would be earned as to 200%.

The table below reflects the 2025 Annual Bonus framework for financial targets (dollars in thousands):

The Committee assessed the Company’s performance relative to the financial targets and concluded that the Company delivered revenue (excluding China) between threshold and target, and delivered cost controls and gross profit margin in excess of the maximum set for each. Based on the Company’s financial overperformance in the aggregate, the calculated payout for the portion of the 2025 Bonus Plan based on financial targets was 119% (relative to the 75% weighting for achievement of financial targets). The Committee also assessed the Company’s performance relative to the 2025 Bonus Plan strategic goals and approved the payout for the portion of the 2025 Bonus Plan based on strategic goals at 21% (relative to the 25% weighting for achievement of strategic goals). Accordingly, the Committee approved an overall funding level for the 2025 Bonus Plan at 135%, with the exception of Mr. Sisitsky for the reasons described below.

The Company typically pays the annual bonus in March of each year in connection with the annual compensation planning process, and bonus payments pursuant to the 2025 Bonus Plan were paid on March 13, 2026. Mr. Foust, Ms. Andrews and Dr. Michna each received a bonus payment under the 2025 Bonus Plan equal to 135% of their target bonus amount, as approved by the Board. Although Ms. Andrews was hired as CFO on June 25, 2025, she served as Interim CFO since March 2025, and so she received the full 135% of her target bonus amount in line with other executive team members. Mr. Farrell did not receive a 2025 Bonus Plan payment. In connection with Mr. Farrell’s termination of employment as CEO, Mr. Farrell entered into a separation agreement with the Company, effective January 14, 2026, as discussed further below. The agreement provided, among other things, that Mr. Farrell would not be entitled to receive an annual bonus payment for fiscal 2025. Mr. Sisitsky received a bonus payment equal to 140% of his target bonus amount as was set forth in his separation agreement with the Company, effective February 4, 2026. The table below reflects the bonus amount paid to each NEO under the 2025 Bonus Plan:

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. In March 2025, the Board approved cash recognition and retention awards to certain members of management, including Messrs. Foust and Sisitsky. Mr. Foust and Mr. Sisitsky received cash recognition and retention awards in the amount of $500,000 and $150,000, respectively. The awards were structured such that 50% of the award was paid in March 2025, with the remaining 50% payable in March 2026. The second installment was paid per the terms of the original retention award.

Long-Term Equity Compensation

The Committee believes that equity-based LTI awards serve to align the interests of the executive officers with the interests of our shareholders. LTI awards may be granted in the form of stock options, restricted shares, RSUs, PSUs, or other types of equity or equity-linked compensation.

With the challenges experienced in fiscal 2024, shareholder feedback on paying for performance, and new leadership, STAAR implemented changes to the annual LTI program for 2025. For 2025, the annual LTI award granted a mix of 50% PSUs and 50% RSUs. We also adopted a new PSU program that measures revenue achievement over a three-year period, with new vesting and payout terms intended to support executive retention, as discussed further below.

STAAR’s Amended and Restated Omnibus Equity Incentive Plan, as amended (the “Plan”) establishes terms for, and provides for the grant and administration of, the Company’s LTI awards, including:

STAAR typically grants executive officers LTI awards in connection with their hiring and then annually thereafter as part of the Company’s annual LTI program. From time to time, the Company may also grant LTI awards in connection with special projects, significant accomplishments, promotions, and for retention. In determining the size of LTI awards for 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 LTI award, the Committee and Board consider Company and individual performance as well as peer group data.

The Committee generally approves an annual grant of LTI 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 LTI program, including the types of awards to be granted, the mix of awards, as well as award terms.

As part of the Company’s cost control efforts, the Committee approved a smaller budget for its LTI program for 2025, and overall, the Company took steps to reduce the value of individual LTI awards. For new hires, including Mr. Farrell and Ms. Andrews, the Committee granted LTI awards with values lower than each of their predecessors and at a lower percentile relative to the peer group. Further, annual LTI award values to management for 2025, including Messrs. Foust and Sisitsky and Dr. Michna, were lower than in 2024.

2025 New Hire Awards. In 2025, the Committee responded to market trends and feedback by reducing executive compensation for new hires. When Mr. Farrell was hired as our CEO effective February 26, 2025, we granted Mr. Farrell LTI awards with a grant date value of $6.8 million, granted 50% in RSUs and 50% in PSUs. We did not grant Mr. Farrell additional LTI awards in connection with our annual compensation process in March 2025. Accordingly, his sign-on LTI awards also served as his annual LTI for 2025. When Ms. Andrews was hired as our CFO effective June 25, 2025, we granted Ms. Andrews LTI awards with a grant date value of $1.4 million, granted 50% in RSUs and 50% in PSUs.

2025 Promotion Awards. In connection with leadership changes in March 2025, which included management departures and a re-alignment of roles and reporting structures following the hiring of Mr. Farrell as CEO, each of Messrs. Foust and Sisitsky and Dr. Michna were promoted and assumed additional responsibilities. The Committee approved a one-time LTI award for Mr. Foust in March 2025 in connection with his promotion to the expanded role of President and Chief Operating Officer, with a grant value of $1.0 million, granted 50% in RSUs and 50% in PSUs. In addition, the Committee approved a one-time LTI award for each of Dr. Michna and Mr. Sisitsky in March 2025 with a grant value of $300,000, granted 50% in RSUs and 50% in PSUs, in connection with their promotions to the roles of Chief Development Officer and Chief Legal Officer, respectively.

Changes to PSU Program for 2025. In 2025, the Committee approved a number of changes to the Company’s PSU program. The Company’s PSU program for years 2022, 2023 and 2024 delivered mixed results, and the Committee worked with Semler Brossy to restructure the PSU program for 2025. The Company failed to achieve the pre-established performance targets for the PSU awards granted in March 2023 and March 2024, and accordingly, these awards terminated unvested and were forfeited by Company executives. The underlying targets for PSU awards granted in March 2022 were achieved at 85% based on 2022 performance, and accordingly, these awards vested as to one third of the shares subject thereto (at 85% of target) in March 2023, 2024, and 2025. Mr. Williams was the only NEO with a March 2022 PSU award, and 2,614 shares subject to his March 2022 PSU award vested in March 2025.

The restructured PSU program for 2025 was designed to incentivize growth over a multi-year period. Under the new PSU program, performance is measured based on the Company’s trailing four-quarter revenue through the end of fiscal 2027. The PSUs were granted based on a target number of shares and can be earned between 0-200% of target based on Company performance. The PSUs were structured into five tranches, each with different targets for trailing four-quarter U.S. GAAP revenue. Trailing four-quarter U.S. GAAP revenue is measured as of the end of each financial quarter, commencing with the fourth quarter of fiscal 2025 and continuing through the fourth quarter of fiscal 2027. If none of the targets are achieved as of the end of fiscal 2027, the PSUs will not be earned and be forfeited. If the first three targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 100% of target. If all five targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 200% of target.

To provide an additional retentive benefit, the PSU terms provide that, if a tranche is earned based on trailing four-quarter revenue as of the end of a financial quarter, the shares subject thereto will vest in two installments. The first installment, representing 50% of the shares subject to the PSU, will vest either (i) on the 15th calendar day of either the second month following the end of such financial quarter, if such quarter is the first, second or third financial quarter of a fiscal year, as applicable; or (ii) the third month following the end of the fourth financial quarter of a fiscal year (each such date, a “Vesting Date”). The second installment, representing the remaining 50% of the shares subject to the PSU, will vest on the

one-year anniversary of the applicable Vesting Date, provided that, all earned PSUs, to the extent not previously vested, shall become vested on March 15, 2028, subject to the recipient’s continued service with the Company through such date.

The Company assessed PSU performance as of the end of the fourth quarter ended January 2, 2026, and as of such date, the Company had not yet hit any of the targets for the PSUs. Under the restructured PSU program for 2025, the PSUs will continue to remain outstanding through the remainder of the performance period, and can still be earned by the Company’s executives in accordance with the terms thereof.

The table below reflects the grant date value of 2025 new hire and annual equity awards granted to each NEO, including the number of shares subject to each award:

The table below reflects the one-time 2025 equity awards granted to each of Messrs. Foust and Sisitsky and Dr. Michna on March 14, 2025, in connection with their promotions, as discussed above, including the grant value and number of shares subject to each award:

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 “Compensation Letters, Employment and Other 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 “Compensation Letters, Employment and Other Agreements” below.

Perquisites

In 2025, 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.

In addition, when we hired Mr. Farrell as CEO in February 2025, we agreed in his CEO employment agreement to reimburse Mr. Farrell up to $250,000 for his reasonable, customary and documented out-of-pocket expenses for travel, temporary lodging and moving expenses incurred during 2025. In accordance with the CEO employment agreement, we reimbursed Mr. Farrell in the amount of $69,091 for such expenses incurred in 2025, which are reported as “All Other Compensation” in the Summary Compensation Table.

Employee Benefits

The named executive officers participate in a variety of retirement, health 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 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—$23,500 per employee for 2025 (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 2025 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.

Compensation Letters, Employment and Other Agreements

We generally do not enter into employment agreements with executives other than our CEO. As discussed further below, in 2025, we were parties to employment agreements with Mr. Farrell and Mr. Frinzi, each of whom served as CEO in 2025. For our other executives, we typically provide a compensation letter on an annual basis, or in connection with a promotion, that sets forth base salary, bonus opportunity and LTI awards. Among other things, these letters specify that employment of the executive is on an at-will basis. For our CEO, we typically provide for change-in-control severance benefits and general severance benefits in the CEO employment agreement. For each of our other executives, we typically enter into an executive change-in-control agreement and an executive severance agreement, as discussed further below. The information below summarizes our compensation letters, employment and other agreement with each of our named executive officers.

Stephen C. Farrell

Mr. Farrell joined STAAR as our CEO, effective February 26, 2025. In connection with his appointment as our CEO, Mr. Farrell entered into an employment agreement (the “Farrell Agreement”), which provided for the following: (i) base salary at an annual rate of $725,000, (ii) participation in the Company’s annual cash bonus program with a target bonus of 100% of his base salary, (iii) a sign-on LTI award with a grant date value of $6.8 million (x) half of which consists of RSUs, a third of which will vest on each of the first, second and third anniversaries of employment, and (y) half of which consists of PSUs, which vest as to 0%-200% of target in up to five tranches based on the Company’s financial performance relative to revenue performance targets during the performance period ending December 31, 2027 (as discussed above). In addition, the Farrell Agreement provided for reimbursement of up to $250,000 for travel, temporary lodging and relocation expenses incurred during 2025. The Farrell Agreement also established that Mr. Farrell was eligible to participate in all other elements of the Company’s executive compensation and benefits plans. Mr. Farrell did not receive any compensation as a director during his tenure as our CEO.

The Farrell Agreement also provided that, if STAAR terminated Mr. Farrell’s employment for reasons other than cause (as defined in the Farrell Agreement) or Mr. Farrell resigned for good reason (as defined in the Farrell Agreement), he would be entitled to 18 months of base salary from the date of termination payable in 18 monthly installments. Mr. Farrell would 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. Farrell resigned within 18 months after the change in control due to a successor company’s failure to offer or maintain him in the position of CEO of the successor company or if he was terminated for reasons other than cause within 12 months of the change in control, then he would be entitled to 24 months of base salary from the date of termination payable in 24 monthly installments, and reimbursement of 24 months of COBRA premiums for continued group health coverage for himself and his eligible dependents, 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. Farrell’s outstanding and unvested LTI awards would vest in full.

As noted above, in accordance with the Cooperation Agreement between the Company and Broadwood, Mr. Farrell’s employment as CEO was terminated, without cause, effective January 31, 2026. In January 2026, we entered into a separation agreement and general release with Mr. Farrell. In accordance with the Farrell Agreement, Mr. Farrell’s separation agreement provided for the payment of 18 months of base salary and reimbursement of 18 months of COBRA premiums. Mr. Farrell was not paid a bonus for 2025. To facilitate a smooth transition in leadership, Mr. Farrell agreed to serve as a consultant through January 31, 2027, and the Company agreed to compensate Mr. Farrell at a rate of $45,000 per month during such consulting period. Mr. Farrell’s RSUs and PSUs will continue to be earned, vest and be settled in accordance with their terms during the consulting period, provided that (i) RSUs scheduled to vest on February 26, 2026 vested on such date and all other RSUs were forfeited effective January 31, 2026, and (ii) PSUs will remain outstanding and eligible to vest based on the Company’s achievement of applicable performance goals measured through the quarter ending July 3, 2026. The PSUs, if earned, are subject to a maximum payout of 140,100 shares (70% of target), and shall vest and be settled in accordance with the terms thereof, provided that, any earned PSUs that are not vested and settled by the end of the consulting period, shall not be terminated but shall vest and be settled no later than March 15, 2027.

Deborah Andrews

Ms. Andrews re-joined STAAR as our Interim CFO March 2025, and she was appointed CFO in June 2025. Effective February 1, 2026, Ms. Andrews was appointed Interim Co-CEO, in addition to her existing roles and responsibilities. When Ms. Andrews was hired as our Interim CFO in March 2025, we entered into a letter agreement that provided for her cash compensation and benefits. In June 2025, when Ms. Andrews was hired as CFO, we provided her with a new compensation package, with her base salary, bonus opportunity and LTI awards set forth in a compensation letter. At that time, Ms. Andrews also entered into an executive change-in-control agreement and an executive severance agreement, as discussed further below.

In connection with Ms. Andrews’ appointment as Interim Co-CEO, we granted Ms. Andrews RSUs with a grant date fair value of $375,000. Such RSUs are subject to vesting on August 1, 2026, or such earlier date as determined in accordance with the grant agreement therefor. We entered into an RSU agreement with Ms. Andrews, but we did not otherwise enter into a new agreement with Ms. Andrews with respect to her role as Interim Co-CEO.

Warren Foust

Mr. Foust joined STAAR as our Chief Operating Officer in April 2023, and he was appointed President and Chief Operating Officer in March 2025. Effective February 1, 2026, Mr. Foust was appointed Interim Co-CEO, in addition to his existing roles and responsibilities. Mr. Foust’s base salary, bonus opportunity and LTI awards are set forth in a compensation letter. Mr. Foust is also party to an executive change-in-control agreement and an executive severance agreement, as discussed further below.

In connection with Mr. Foust’s appointment as Interim Co-CEO, we granted Mr. Foust RSUs with a grant date fair value of $375,000. Such RSUs are subject to vesting on August 1, 2026, or such earlier date as determined in accordance with the grant agreement therefor. We entered into an RSU agreement with Mr. Foust, as well as a letter agreement (the “Foust Agreement”) that provides for additional compensation and benefits payable by the Company in the event the Company does not offer Mr. Foust the position of CEO. The Foust Agreement provides that Mr. Foust shall act as Interim Co-CEO until the earlier to occur of (i) August 1, 2026, and (ii) the date on which the Company makes a public announcement of the appointment of a CEO (the “Term”). In the event the Company does not offer Mr. Foust the position of CEO prior to the end of the Term and Mr. Foust resigns from the Company within five (5) days of the end the Term, such resignation shall be deemed a termination for “Good Reason” (an “Interim Co-CEO Good Reason Event”) and Mr. Foust shall be eligible for all applicable payments and benefits under Mr. Foust’s existing executive change-in-control agreement and executive severance agreement, pursuant to the terms and conditions therein. Further, if Mr. Foust’s employment is terminated by the Company without “Cause” (excluding due to death or disability) during the Term, or by Mr. Foust for “Good Reason” during the Term, or within five (5) days of the end the Term due to an Interim Co-CEO

Good Reason Event, Mr. Foust will also receive the following additional payments and benefits: (a) previously granted PSUs that have been earned by Mr. Foust as of such termination date, but not yet vested, shall vest on the earlier of the date such PSUs would have vested in accordance with their terms and March 15, 2027; (b) unvested long-term incentive awards (other than PSU awards) that would otherwise vest based on continued employment by Mr. Foust through August 1, 2026, shall accelerate and vest on such termination date; and (c) if such termination date is prior to March 28, 2026, the payment of the remaining unpaid installment of Mr. Foust’s cash recognition and retention award, in the amount of $250,000.

Magda Michna

Dr. Michna joined STAAR as our Chief Clinical, Regulatory and Medical Affairs Officer in April 2023, and she was appointed Chief Development Officer in March 2025. Dr. Michna’s base salary, bonus opportunity and LTI awards are set forth in a compensation letter. Dr. Michna is also party to an executive change-in-control agreement and an executive severance agreement, as discussed further below.

Nathaniel Sisitsky

Mr. Sisitsky joined STAAR as our SVP, General Counsel in December 2023, and he was appointed Chief Legal Officer in March 2025. Mr. Sisitsky’s base salary, bonus opportunity and LTI awards are set forth in a compensation letter. Mr. Sisitsky is also party to an executive change-in-control agreement and an executive severance agreement, as discussed further below.

As noted above, Mr. Sisitsky’s employment as Chief Legal Officer was terminated without cause effective February 4, 2026. In February 2026, we entered into a separation agreement and general release with Mr. Sisitsky. In accordance with Mr. Sisitsky’s executive severance agreement, Mr. Sisitsky’s separation agreement provided for the payment of 12 months of base salary and reimbursement for up to 12 months of COBRA premiums. Mr. Sisitsky received his bonus for 2025 at 140% of target, consistent with the overall funding level for the 2025 Bonus Plan, as well as the remaining unpaid installment of Mr. Sisitsky’s cash recognition and retention award, in the amount of $75,000. In addition, RSUs previously granted to Mr. Sisitsky that would otherwise vest in March 2026 were accelerated and vested as of February 4, 2026. All other equity awards granted to Mr. Sisitsky, including outstanding stock options, unvested PSUs, and unvested RSUs were forfeited for no consideration as of February 4, 2026. To facilitate a smooth transition of responsibilities for the Company’s legal function, Mr. Sisitsky agreed to serve as a consultant through March 13, 2026, and the Company agreed to compensate Mr. Sisitsky at a rate of $8,000 per week during such consulting period. Mr. Sisitsky was also eligible for a supplemental “Completion Fee” of $10,000 upon the successful completion of the consulting services, which was paid in March 2026.

Thomas G. Frinzi

Thomas G. Frinzi joined STAAR as our President and CEO, effective January 1, 2023. In connection with his appointment as our CEO, Mr. Frinzi 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 LTI award with a grant date value of $9.0 million, (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 Frinzi Agreement also established that Mr. Frinzi was eligible to participate in all other elements of the Company’s executive compensation and benefits plans. Mr. Frinzi did not receive any compensation as a director during his tenure as our CEO.

The Frinzi Agreement also provided that, if STAAR terminated Mr. Frinzi’s employment for reasons other than cause (as defined in the Frinzi Agreement) or Mr. Frinzi resigned for good reason (as defined in the Frinzi Agreement), he would be entitled to 18 months of base salary from the date of termination payable in 18 monthly installments. Mr. Frinzi would 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 resigned within 18 months after the change in control due to a successor company’s failure to offer or maintain him in the position of CEO of the successor company or if he was terminated for reasons other than cause within 12 months of the change in control, then he would 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 LTI awards would vest in full.

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, Mr. Frinzi agreed to step down at the request of the Board as President and CEO and a member of the Board, and we hired Mr. Farrell as CEO. 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 for termination without cause. To facilitate a smooth transition in leadership, Mr. Frinzi 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 provided for compensation at a rate of $45,000 per month during such consulting period. Mr. Frinzi’s stock options were forfeited effective February 26, 2025, and his RSUs continued to be earned, vest, and be settled in accordance with their terms during the consulting period.

Patrick Williams

Mr. Williams joined STAAR as our CFO in July 2020. Mr. Williams’ base salary, bonus opportunity and LTI awards were set forth in a compensation letter. Mr. Williams was also party to an executive change-in-control agreement and an executive severance agreement, as discussed further below.

As noted above, Mr. William’s employment as CFO was terminated without cause effective March 17, 2025. In March 2025, we entered into a separation agreement and general release with Mr. Williams. In accordance with Mr. Williams’ executive severance agreement, Mr. Williams’ separation agreement provided for the payment of 12 months of base salary and reimbursement for up to 12 months of COBRA premiums. To facilitate a smooth transition of responsibilities, Mr. Williams agreed to serve as a consultant for a period of three months, at his then current salary rate of $47,917 per month.

Executive Change-in Control Agreements

As discussed above, STAAR has entered into executive change-in-control agreements with certain executive officers and other key employees, including Ms. Andrews, Messrs. Foust and 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

As discussed above, STAAR has entered into executive severance agreements with certain executive officers and other key employees, including Ms. Andrews, Messrs. Foust and Sisitsky, and Dr. Michna, that provided cash and other severance benefits if the executive’s employment was terminated without cause or the executive resigned 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 2025, each of Ms. Andrews, Messrs. Foust, Sisitsky and Williams, and Dr. Michna were C-level executives and were eligible to receive 12 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.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management this Compensation Discussion and Analysis. Based on its review and discussion 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*

Louis E. Silverman (Chair)

Richard T. LeBuhn

Christopher M. Wang

May 4, 2026

* Reflects the current members of the Compensation Committee as of the date of this Proxy Statement. The following directors served on the Compensation Committee during 2025: Arthur Butcher, Aimee S. Weisner, Elizabeth Yeu, M.D., and Lilian Y. Zhou. Mr. Butcher and Ms. Zhou stepped down from the Compensation Committee in January 2026, in connection with changes to Board Committee composition and leadership. Ms. Weisner’s service as a director ended in June 2025, and Dr. Yeu’s service as a director ended in January 2026. Each of these prior Committee members participated in the review and discussion of the matters set forth in the Compensation Committee Report, as applicable during the time they served on the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended January 2, 2026, the following individuals served as members of the Compensation Committee: Arthur Butcher, Aimee S. Weisner, Elizabeth Yeu, M.D., and Lilian Zhou. 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 January 2, 2026.

COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the compensation of the named executive officers for each of the three fiscal years ended January 2, 2026, December 27, 2024 and December 29, 2023, respectively.