STAAR SURGICAL (STAA)
Sector: Health Care
2026 Annual Meeting Analysis
STAAR SURGICAL · Meeting: June 18, 2026
Directors FOR
4
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Butcher joined in March 2024, which is more than 24 months before the meeting date, so the TSR trigger applies. STAAR's 3-year stock return of -62.2% trails the compensation peer group median of -17.3% by 44.9 percentage points — well above the 20-percentage-point threshold that applies when absolute returns are negative. The 5-year check does not provide relief because the 5-year gap of -73.3pp against the peer median also far exceeds the 20pp threshold, confirming sustained rather than transient underperformance; a AGAINST vote is warranted.
Jiang joined in March 2024 (more than 24 months ago), so the TSR trigger applies; the same 44.9pp 3-year underperformance and 73.3pp 5-year underperformance versus the peer median confirm sustained underperformance during his tenure. Additionally, Jiang is classified as non-independent because he was compensated as a strategic advisor to the company in 2025, which is an additional governance concern, though he does not sit on the audit or compensation committee.
Zhou joined the board in December 2023, which is more than 24 months before the June 2026 meeting date, so the TSR trigger applies. STAAR's 3-year return of -62.2% trails the peer group median by 44.9 percentage points, well above the 20pp threshold for negative absolute returns. The 5-year check also fails — STAAR's 5-year gap of -73.3pp versus the peer median confirms this is sustained multi-year underperformance rather than a temporary dip, and a AGAINST vote is warranted.
For Analysis
Joined the board in January 2026 — fewer than 24 months ago — so he is exempt from the TSR underperformance trigger under policy; brings relevant finance, governance, and healthcare investment experience as founder of Broadwood Capital.
Joined the board in January 2026 — fewer than 24 months ago — so he is exempt from the TSR underperformance trigger; brings extensive financial analyst and investment expertise relevant to overseeing a company undergoing strategic reset.
Joined the board in April 2025 — fewer than 24 months ago — so he is exempt from the TSR underperformance trigger; brings senior executive healthcare leadership experience and previously served on the STAAR board from 2014 to 2022, providing institutional knowledge during a transition period.
Joined the board in January 2026 — fewer than 24 months ago — so he is exempt from the TSR underperformance trigger; brings China investment expertise directly relevant to STAAR's largest market and was added as part of the shareholder-driven governance reset via the Broadwood cooperation agreement.
Of the seven nominees, four joined within the past 24 months (Bradsher, LeBuhn, Silverman, Wang) and are exempt from the TSR trigger — all receive FOR votes. Three directors (Butcher, Jiang, Zhou) joined more than 24 months ago and are subject to the trigger: STAAR's 3-year stock return of -62.2% trails the compensation peer group median by 44.9 percentage points, and the 5-year check confirms sustained underperformance, resulting in AGAINST votes for all three. Jiang also carries an additional flag for loss of independence due to his paid advisory role in 2025.
Say on Pay
✓ FORCEO
Stephen C. Farrell
Total Comp
$7,522,385
Prior Support
97%+%
CEO Stephen Farrell's reported total pay of $7,522,385 for 2025 is dominated by a $6.8 million equity award (split evenly between time-based restricted stock awards and performance stock awards tied to multi-year revenue targets), making the pay package highly variable and performance-oriented at well over 90% of total compensation — far exceeding the 50-60% variable pay threshold required by policy. The cash bonus plan paid out at 135% of target based on measurable pre-set financial goals including cost controls and gross margin, with no discretionary adjustments, and performance stock awards granted in 2024 were forfeited entirely when targets were missed, demonstrating genuine pay-for-performance discipline. Prior-year say-on-pay support was over 97%, the company responded to shareholder feedback by redesigning its equity and bonus programs for 2025, and the pay structure is consistent with policy requirements.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
$1,878,193
Non-Audit Fees
$25,000
Non-audit fees of $25,000 represent only about 1.3% of audit fees of $1,878,193 — far below the 50% threshold that would raise independence concerns. BDO is a large national firm appropriate for a company of STAAR's $1.4 billion market cap. Auditor tenure is not disclosed in the filing, so no tenure-based concern can be raised under policy.
Overall Assessment
The 2026 STAAR Surgical annual meeting features a heavily refreshed board slate following a shareholder-driven governance reset, with four of seven nominees joining within the past 24 months and receiving FOR votes; however, three longer-tenured directors (Butcher, Jiang, Zhou) receive AGAINST votes because STAAR's stock has fallen 62% over three years while its peer group declined only 17%, a gap that persists over five years and reflects sustained underperformance on their watch. The auditor ratification and say-on-pay proposals both pass policy screens cleanly — BDO's non-audit fees are negligible, and the CEO compensation program is heavily performance-linked with demonstrated willingness to pay zero when targets are missed.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing