UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.    )

Filed by a Party other than the Registrant ☐

Check the appropriate box:

STAARSURGICAL Half of the global Population is Expected to have Myopia by 2050** 75-80% Of ages 45-54 are Using correction For presbyopia*** Who is STAAR Surgical? Refractive Error is a Global Epidemic Refractive Error is a Global Epidemic 01 Prolprietary Implantable Collamer® lens (ICL) Myopia Distance Vision 02 Executing against a rapidly expanding global TAM of millions of eyes More near work 03 Primary positioning, collaborative business model and clinical validation are driving industry-leading growth •  Less time outdoors 04 Strong financial performance includes expanding margins, EPS and cash – a rare combination of high growth & GAAP profitability •  Cell Phones, Screen Time, Gaming Education, Studying 05 Committed to ESG practices and goals that further STAAR’s positive impact on our stakeholders •  Astigmatism accompanies myopia in ῀ 25% of cases* Presbyopia Near Vision •  Progressive age-related condition *Global prevalence of clinically significant astigmatism (>0.75D), Market Scope, 2019. **BHVI, adapted from Holden et al, 2016 Ophthalmology. ***Fricke, Global Prevalence of presbyopia and Vision Impairment from Uncorrected Presbyopia, 2018.

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

April 29, 2022

Dear Fellow Shareholders:

At STAAR, we are the leading manufacturer of implantable lenses used worldwide in refractive vision correction surgery.  Our goal is to position our refractive ICL 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.

2021 was a momentous year for us in many respects. We dramatically accelerated our growth, delivered outstanding results for our shareholders and also strengthened our unique value proposition for our customers and the patients they serve. We achieved record performance regarding sales, profit, cash flow and growth, despite some ongoing COVID and operations related headwinds.

In terms of our growth, year-over-year revenues increased by 41% and we achieved exceptional earnings performance, delivering GAAP diluted earnings per share of $0.50 per share. In addition, we generated $44 million in operating cash and invested approximately $14 million in capital expenditures to fuel future growth.

Because of our financial success, we’ve been able to continuously invest in our future by successfully executing our proven growth strategy, which consists of the following:

• Position EVO Implantable Lenses as a Special and Transformational Pathway to Visual Freedom;

• Support the Transformation of the Refractive Surgery Paradigm to Lens-Based through Clinical Validation and Medical Affairs Excellence;

• Innovate and Develop a Pipeline of Next Generation Premium Collamer-Based Intraocular Lenses;

• Assure World Class Supply Integrity and Delivery Performance while Driving Gross Margin; and

• Continue our Focus on and Commitment to STAAR’s Culture of Quality.

The future looks very bright for STAAR. I’m thrilled to report that on March 28, 2022 we announced that the FDA approved our EVO Visian ICL lens for sale in the U.S. We’ve sold over 1 million EVO lenses globally and are excited to educate American surgeons about this device so they can offer it to the many qualified patients in the U.S. seeking Visual Freedom. In 2022, we plan to invest more heavily in consumer awareness building programs designed to accelerate the paradigm shift to lens-based vision correction, especially in the U.S. We are seeking commitments from new and exciting celebrity brand ambassadors in the U.S. and abroad who plan to share their journeys to the Visual Freedom provided by our EVO lenses. We will also continue to engage surgeons and their staffs, globally, through clinical validation, education

and strategic cooperation. In 2021, almost two-thirds of our ICLs sold, globally, were in the range of -0.5 to -10.0 diopters.

We remain committed to progress on environmental, social responsibility and governance issues. In 2021, we made excellent progress in several areas. Let me highlight a few:

To us, ESG means doing our part to help ensure a future that is sustainable and just for our stakeholders. We are on an ESG journey of continuous improvement. You can read about our activities and results in our most recent Sustainability Report, which is available on our website.

We ask for your voting support on the matters described in this proxy statement so we can continue to build on our strong foundation, create the lens-based future of refractive vision correction and extend our track record of outstanding performance. On behalf of the customers that we serve and all of my colleagues, I thank you for your investment in STAAR Surgical Company.

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 16, 2022

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

If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee, you should refer to the instructions provided by the organization that holds your shares.

You can find our 2022 Proxy Statement, the proxy card and 2021 Annual Report on Form 10-K at www.proxyvote.com. To view materials via the Internet, please follow the instructions set forth on the Notice of Availability of Proxy Materials mailed on or about April 29, 2022 to all shareholders of record as of the close of business on April 19, 2022.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/STAA2022. Online check-in will be available approximately 10 minutes before the meeting starts. If you are a shareholder of record, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.  If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through the http://www.proxyvote.com website, then you may be admitted using the 16-digit control number included on that instruction form or notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. Once admitted to the Annual Meeting, shareholders will be able to submit questions, vote or examine the shareholder list at the Annual Meeting by following the instructions on the Annual Meeting website.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 8:30 a.m. Pacific Time on June 16, 2022 and at the Company’s headquarters, 25651 Atlantic Ocean Drive, Lake Forest, CA 92630, solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investors page of the company’s website at http://staar.com.

STAAR SURGICAL COMPANY

TABLE OF CONTENTS

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To Be Held June 16, 2022 at 8:30 a.m. (Pacific Time)

The Board of Directors of STAAR Surgical Company is soliciting your proxy for use at the 2022 Annual Meeting of Shareholders to be held on June 16, 2021 at 8:30 a.m. (Pacific Time). The Board of Directors is making proxy materials available on the Internet to shareholders on or about April 29, 2022.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

In Proposal No. 2, the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 30, 2022, requires the vote of the holders of a majority of the voting power of the issued and outstanding shares of common stock present in person or by proxy and entitled to vote on the proposal. Abstentions have the same effect as a vote “AGAINST” this proposal. Brokers may vote on this proposal if not otherwise instructed by their clients.

Proposal No. 3 is a vote to approve an increase in the annual equity grant to non-employee directors and requires the vote of the holders of a majority of the voting power of the issued and outstanding shares of common stock present in person or by proxy and entitled to vote on the proposal. Abstentions have the same effect as a vote “AGAINST” the proposal. Broker non-votes have no effect.

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– Proxy Statement –

Proposal No. 4 is a non-binding advisory vote to approve the compensation of our named executive officers and requires the vote of the holders of a majority of the voting power of the issued and outstanding shares of common stock present in person or by proxy and entitled to vote on the proposal. Abstentions have the same effect as a vote “AGAINST” the proposal. Broker non-votes have no effect.

Voting Standards and Board Recommendations

If you hold shares in a stock brokerage account or through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in street name. As the beneficial owner, you have the right to instruct your broker, bank or nominee how to vote your shares by the various methods described below.

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The Board of Directors recommends that you grant a proxy via the Internet, telephone or by mail prior to the Annual Meeting in case you are later unable to vote yourself during the Annual Meeting to ensure that your shares will be represented and voted. All properly executed and valid proxies will be voted at the annual meeting in accordance with the instructions provided by the shareholder granting the proxy. If you are a shareholder of record and submit a properly executed proxy but do not indicate your voting instructions, your shares will be voted as recommended by the Board of Directors in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares at the new meeting date, unless you properly revoke your proxy prior to such time as described below.

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– Proxy Statement –

Shareholders may submit questions during the Annual Meeting. Questions may be submitted during the Annual Meeting at www.virtualshareholdermeeting.com/STAA2022. We will try to answer as many questions as possible during the time scheduled. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group the questions together and provide a single response to avoid repetition. Additional information regarding the question-and-answer process will be available in the Rules and Procedures for the Conduct of STAAR Surgical Company’s 2022 Annual Meeting, which will be posted at the virtual Annual Meeting website during the Annual Meeting.

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– Proxy Statement –

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page for the Annual Meeting.

In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Secretary of the Company no later than April 17, 2023.

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– Proxy Statement –

If you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of our Annual Report on Form 10-K and/or proxy statement mailed to you, please submit a request, either in writing or by phone, by contacting us in writing at Office of the Secretary, STAAR Surgical Company, 25651 Atlantic Ocean Drive, Lake Forest, California 92630, or calling us at (626) 303-7902, and we will promptly send you what you have requested. You can also contact our Secretary at the address or telephone number noted previously if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings.

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SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table shows, as of April 19, 2022, information concerning the shares of common stock beneficially owned by each person known by STAAR to be the beneficial owner of more than 5% of our common stock (other than directors and executive officers). This information is based on publicly available information filed with the SEC as of the Record Date.

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– Security Ownership of Principal Shareholders and Management –

The following table shows, as of April 19, 2022, information with respect to the shares of Common Stock beneficially owned by (1) each director and director nominee, (2) each person who is named in the Summary Compensation Table below, and (3) all current executive officers and directors as a group. This information is based on publicly available information filed with the SEC as of April 19, 2022.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Proposal No. 1 is for the election of Stephen C. Farrell, Thomas G. Frinzi, Gilbert H. Kliman, M.D., Caren Mason, Aimee S. Weisner, Elizabeth Yeu, M.D., and K. Peony Yu, M.D., as directors, each to serve until STAAR’s 2023 Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, removal or retirement. The authorized number of directors is currently set at seven members.

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

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

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– Information Regarding Director Nominees and Executive Officers –

Information Regarding Director Nominees and Executive Officers

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

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

Board Diversity

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Director Nominees

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Committee Composition:

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

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

All of the directors listed in the chart are independent directors under the rules of the Securities and Exchange Commission and the Nasdaq Stock Market, with the exception of Caren Mason, who serves as STAAR’s President and Chief Executive Officer. Former director John Moore qualified as independent during the period he served on the Board of Directors.

Executive Officers

Dr. Scott Barnes

Chief Medical Officer

Age 60

Dr. Barnes joined STAAR in October 2017 as Chief Medical Officer. Dr. Barnes joined STAAR after a distinguished 30-year career with the military, retiring at the rank of Colonel in September 2017. From 2004 to 2017, Dr. Barnes served as Chief of Ophthalmology Services, Womack Army Medical Center, Fort Bragg, North Carolina. Soon after he joined Womack, he was asked to serve as the theater ophthalmology consultant and surgeon in Iraq and Afghanistan during 2005. In 2008, Colonel Barnes was awarded the Army Surgeon General's A designator, similar to the level of professor at a civilian institution. Dr. Barnes began his medical career in 1986 as a research assistant in the Department of Genetics, Harvard Medical School/Children's Hospital in Boston and in 1991 became a general surgery intern at William Beaumont Army Medical Center. He went on to become a Special Forces (“Green Beret”) Battalion and Group Surgeon as well as the Deputy Surgeon for the US Army Special Operations

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– Information Regarding Director Nominees and Executive Officers –

Command. He completed an ophthalmology residency at the Wilford Hall/Brooke Army Medical Center in San Antonio, Texas in 1998. Colonel Barnes held numerous ophthalmology positions at a number of military bases and was asked to serve as the Deputy Commander for Clinical Services for all combat trauma, medical, veterinary, and dental care in Afghanistan during a 13-month deployment in 2011 to 2012. Dr. Barnes has given more than 200 presentations and lectures as well as led over 30 ophthalmology or refractive surgery research projects. He has been awarded Speaker of the Day at the Royal Hawaiian Eye Meeting ten times as well as numerous other awards and honors at industry meetings. In addition to earning his Bachelor of Arts degree from Wheaton College, and his doctorate degree from Northwestern University Medical School in Chicago, Dr. Barnes' post-doctoral training includes a Cornea Fellowship at the Massachusetts Eye and Ear Infirmary/Harvard Medical School in Boston.

Hans-Martin Blickensdoerfer

Senior Vice President, Commercial Operations, Direct Markets Europe and China

Age 57

Mr. Blickensdoerfer, who joined STAAR in January 2005, has over 20 years’ experience in the ophthalmic device industry. Initially, he served as STAAR’s Vice President, International Marketing from 2005 to 2010, then from 2011 through 2015 he served as President, Europe, Middle East, Africa and Latin America. In 2016, he became Senior Vice President, Commercial Operations for Europe, Middle East, Africa, Latin America and China. In 2017, he became Senior Vice President, Commercial Operations for Direct Markets, Europe, and China. Prior to joining STAAR, Mr. Blickensdoerfer served from January 2003 through December 2004 as Vice President of Sales and Marketing for Milvella Ltd., an Australia-based medical device maker, where his duties included both regional and worldwide business planning, product launches and management of European clinical studies. He worked from 2000 through 2002 for Novartis-CIBA Vision, an ophthalmic surgical company, as the Commercial Director for Europe, the Middle East and Africa. Between 1997 and early 2000 he worked for the Ophthalmic Surgical Division of Bausch & Lomb, Inc. as its Area Sales Manager for Central and Eastern Europe. Prior to that time, he worked in sales and product management positions in the Ophthalmic Surgical Division of Chiron Vision and at Chiron Adatomed GmbH. Mr. Blickensdoerfer received his diploma in Marketing and International Management from the University of Mannheim in Germany. He is based in our Nidau, Switzerland facility.

James Francese

Senior Vice President, Commercial Operations, North America and APAC

Age 57

Mr. Francese joined STAAR in 2012 as Vice President, Global Marketing. In 2016 he assumed the role of Senior Vice President, Commercial Operations, North America and APAC. Mr. Francese has 30 years of experience in ophthalmology, including 14 years marketing surgical products with Abbott Medical Optics (AMO), formerly Advanced Medical Optics and Allergan. During his time at AMO from 1990 to 2012, Mr. Francese held several positions of executive level responsibilities, including Head of Marketing, Americas for all surgical, refractive and corneal products, Head of Global Corneal Marketing responsible for all consumer products, and V.P. of Asia Pacific Region where he had full P&L responsibility for cataract and refractive during his tenure. He received his Bachelor of Science degree from Cornell University, Master of Science degree from the University of Washington and Master of Business Administration degree from the University of Southern California.

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– Information Regarding Director Nominees and Executive Officers –

Samuel Gesten

Chief Legal Officer and Corporate Secretary

Age 60

Mr. Gesten joined STAAR in April 2012 as Vice President, General Counsel and Secretary. In May 2014, he assumed the role of Vice President of Business Development and Chief Legal Officer. In addition to these roles, Mr. Gesten serves as Chief Compliance Officer. From 2009 through 2011, he served as Executive Vice President, General Counsel and as a member of the Executive Committee of Allergan, Inc. Prior to that, he spent 11 years at Thermo Fisher Scientific Inc. in a variety of positions, including General Counsel and Assistant Secretary of the Laboratory Products Group and Vice President, Deputy General Counsel. Prior to his work at Thermo Fisher, Mr. Gesten spent 11 years practicing law. He holds a B.A. in Economics from Brandeis University and a J.D. from Boston University.

Dr. Keith Holliday

Chief Technology Officer

Age 59

Dr. Keith Holliday joined STAAR in August 2015 as Vice President of Research and Development. In March 2017, he assumed the role of the Chief Technology Officer. From 2007 to his arrival at STAAR, he served as Vice President, Research and Development at ReVision Optics where he oversaw the development of their corneal inlay technology that includes a hydrogel inlay for presbyopia correction, delivery devices and clinical methodologies as well as managing first-in-man clinical studies. Previously, he was Director of Laser Technology at Advanced Medical Optics (AMO) and Staff Laser Scientist at VISX. Prior to joining VISX, Dr. Holliday worked primarily in academia. He obtained his first degree in Physics and Electronics from the University of Saint Andrews in Scotland and a Ph.D. from the Laser Physics Centre at the Australian National University. He spent three years at the Swiss Federal Institute of Technology, where he was primarily involved with the utilization of optically active polymers and crystals, to develop materials and techniques for very high density, holographic optical storage and computational systems. Dr. Holliday holds patents in excimer laser beam detection, control and profiling, and methods to correct presbyopia that synergistically take into account the epithelium’s response to corneal inlays, and he has also authored 37 peer reviewed publications in the scientific literature plus two book chapters and one single-authored book. He is considered an expert on presbyopia and served as a committee member for the International Society of Presbyopia.

Patrick Williams

Chief Financial Officer

Age 49

Mr. Williams joined STAAR in July 2020 as Chief Financial Officer. He brings over 20 years of financial and operational management experience with public companies. Mr. Williams was most recently at Sientra, Inc., a medical aesthetics company where he initially served as the Chief Financial Officer before transitioning to the General Manager of the miraDry® business unit. Prior to Sientra, Mr. Williams was Chief Financial Officer of ZELTIQ Aesthetics, Inc., a publicly-traded medical device company that was acquired in 2017. Mr. Williams has also served as Vice President at NuVasive, Inc., a San Diego-based medical device company, in strategy, finance and investor relations roles. Mr. Williams received a MBA in Finance and Management from San Diego State University and a Bachelor of Arts in Economics from the University of California, San Diego.

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COMPENSATION OF DIRECTORS

Non-employee directors were compensated for 2021 service as follows:

The cash retainers shown above are consistent with the cash compensation program approved by shareholders at the 2019 Annual Meeting. In April 2021, the Compensation Committee engaged a compensation consultant from Radford, an AON Hewitt company, to review director and officer compensation, provide benchmark data and recommendations. In June 2021, Radford proposed a new peer group for the Corporation, based on the Corporation’s revenue growth and increased market capitalization, among other things. The Radford data supported increasing the annual equity compensation to non-employee directors from the current cash-value of $125,000 to $180,000. The Compensation Committee recommended, and the Board approved, an increase in the annual equity grant to non-employee directors to $180,000, with the additional $55,000 awarded in the form of a restricted stock grant contingent upon shareholder approval at the 2022 Annual Shareholders Meeting.

Each non-employee director annually chooses the form of equity he or she receives based on a Black Scholes value of stock options or the fair value of restricted stock on the date of grant. The $125,000 annual option and restricted stock awards were made on June 24, 2021, and are scheduled to vest in full on the earlier of the first anniversary of the grant date or the date of our next annual meeting of shareholders to elect directors. The contingent $55,000 restricted stock awards were made on June 24, 2021, and are scheduled to vest at the 2022 Annual Shareholders Meeting if approved by shareholders. Equity grants are awarded pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan (referred to herein as the Plan). Under the Plan, the total grant date fair value of equity-based awards granted to a non-employee director during any calendar year may not exceed $500,000. The Board of Directors can change the compensation of directors at any time.  

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2021 Director Compensation

The table below summarizes the fiscal 2021 compensation of each non-employee director, including fees earned or paid in cash, restricted stock awards and stock options.

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CORPORATE GOVERNANCE

Since our 2021 Annual Meeting of Shareholders, we have had ongoing dialogue with a number of our investors, representing over 50% of shares outstanding, on a variety of topics including governance and operations.

Director Resignation Policy for Uncontested Election of Directors

In an uncontested election of directors (i.e., an election where the only nominees are those recommended by the Board of Directors), any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to the Board of Directors following certification of the election results. Within 60 days following the certification of the election results, the Board of Directors, excluding the nominee or director in question, will decide, through a process managed by the Nominating and Governance Committee, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board of Directors, the Board of Directors shall accept the resignation. The Board of Directors will promptly disclose its decision to accept or reject the tendered resignation, which disclosure shall include, if the tendered resignation is rejected, a summary of the reasons underlying its decision to reject the tendered resignation. The Board of Directors believes that this process enhances accountability to shareholders and responsiveness to shareholders’ votes, while allowing the Board appropriate discretion in considering whether a particular director’s resignation would be in the best interests of the Company and our shareholders in limited circumstances.

Special Meeting of Shareholders

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

Stock Ownership Guidelines

To further align the interests of our non-employee directors and our executive officers, in April 2019 the Board of Directors adopted revised and expanded guidelines relating to stock ownership. The Guidelines provide that non-employee directors are required, within four years of a non-employee director first joining the Board of Directors, to own a number of shares of our common stock equal in value to three times (3x) their base annual cash retainers, not including amounts received for service on committees. Our Chief Executive Officer is required to own a number of shares of our common stock equal in value to three times (3x) his or her annual base salary, and our other executive officers are required to own a number of shares of our common stock equal in value to their annual base salaries, within four years from date of hire or promotion. For purposes of these stock ownership guidelines, ownership of our common stock includes (i) shares owned outright, (ii) shares owned by immediate family members residing in the same household, and (iii) shares held in trust for the benefit of the non-employee director or executive officer or their immediate family members residing in the same household. From time to time the Board of Directors will consider and may reset the level of stock ownership that it considers appropriate for these Guidelines.

Code of Business Conduct and Ethics

STAAR has adopted a Code of Business Conduct and Ethics applicable to the principal executive officer and senior financial executives, including the Chief Financial Officer and the controller of STAAR, as well

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– Corporate Governance –

as all employees and directors of STAAR. The Code of Business Conduct and Ethics is published on our website, at http://staar.com, under “Investor Information—Corporate Governance.” We intend to disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct and Ethics applicable to senior executives on our website.

In 2019, we adopted a Supplier Code of Conduct, which extended our standard terms and conditions which require all suppliers to comply with applicable laws.  The Supplier Code of Conduct specifically references, among other things, the requirement of compliance with laws pertaining to prohibition of the use of child labor or any form of forced labor, slavery, or human trafficking. It requires suppliers to support the right of workers to join associations and engage in collective bargaining. It requires suppliers to work within applicable laws and regulations in regards to work hours, fair compensation, and benefits. Also, it requires suppliers to have a zero-tolerance policy towards abuse, discrimination, and harassment, and support and provide a healthy, safe, and sanitary work environment. In 2022, we revised the Supplier Code of Conduct to, among other things, include certain standards from The International Labour Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work.

Prohibition on Hedging Shares

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

Board Evaluations

The Board, under the direction of the Nominating and Governance Committee, conducts a self-evaluation at least annually.  The Board uses the results of this process to determine the appropriate size and composition for the Board and each committee, including skills, background and experience.  The self-evaluation also assists in determining the areas of focus for the Board at future meetings.

Board of Directors’ Leadership Structure

Since 2005 the Board of Directors has kept the positions of Chief Executive Officer and Chair of the Board separate and followed a policy that the Chair of the Board shall be an independent director. The Board of Directors believes that this separation of roles serves the interests of our shareholders at this time, as it provides independent Board leadership and allows our Chief Executive Officer to focus on her duties in managing the day-to-day operations of the Company.

Board of Directors’ Role in Risk Oversight

The Board of Directors is charged with general oversight of the management of STAAR’s risks. Our management team is responsible for enterprise risk management on a day-to-day basis. The role of our Board of Directors and its committees is to oversee the risk management activities of management. When reviewing STAAR’s strategy, business plan, budgets and major transactions the Board of Directors continuously examines the elements of risk in each proposed activity. For example, the Board of Directors periodically reviews with management the Company’s activities to address cyber-risk and other information security and privacy issues, and the actions the Company is taking to mitigate such risks. These activities include implementing industry-recognized practices for protecting systems, third-party monitoring of certain systems, periodic third-party audits, cyber security training for employees and purchasing cyber insurance. These activities and investments have helped the Company avoid paying any security breach penalties and legal settlements over the past four years. Since 2020, the Board of

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– Corporate Governance –

Directors has been monitoring the impact of COVID-19 on matters such as employee safety and business continuity via Board meetings and informal dialogues with management. Since 2021, the Board of Directors has been monitoring the company’s plans and activities related to ESG (environmental, social, and governance) matters via Board meetings and informal dialogues with management. In 2021, ESG matters were discussed at each regularly scheduled Board of Directors meeting. Each of the Board of Directors’ standing committees assists the Board of Directors in overseeing the management of risk in the area overseen by the committee. In particular, the Audit Committee assists the Board of Directors by reviewing periodic reports from management on the risks related to such matters as financial reporting, internal controls, revenue recognition, treasury management, information technology, insurable risks, and compliance with legal and regulatory requirements. The Compensation Committee oversees risks related to our compensation programs and policies. The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and succession planning for our directors.

Recoupment Policy

This policy includes standards for seeking the return, or “claw-back,” of bonus compensation paid to the Chief Executive Officer or Chief Financial Officer in certain circumstances following a restatement of STAAR’s financial statements. The policy provides that if the relevant officer is adjudicated to have engaged in intentional misconduct or fraud, and the Board of Directors determines that the wrongful conduct directly or indirectly made the restatement necessary, we will seek reimbursement of any excess incentive award or bonus paid on the basis of financial performance. The excess incentive award that may be recovered is the difference, if any, between the amount actually paid to the relevant officer and the amount that would have been paid to the officer had the incentive award been calculated based on the financial statements as restated. The claw-back has a five year look-back period based on payment of the affected award or bonus or following a change in control.

Sustainability

We are mindful of stakeholder concerns regarding social and environment-related matters. We seek to achieve our corporate goals in an ethical and sustainable manner. Our most recent Sustainability Report, drafted consistent with the Sustainability Accounting Standards Board (SASB) framework of sustainability topics for medical equipment and supplies companies, is available in the Investor Resources section of our website (http://staar.com). Among the highlights of our activities in 2021 are the following:

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Our Annual Report on Form 10-K filed on February 23, 2022 contains our Human Capital Management information. Management regularly reports to the Board of Directors regarding ESG-related matters to assist the directors with oversight of such matters.

Compensation Policies and Practices Related to Risk Management

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

Meetings of the Board of Directors

The Board of Directors held five meetings during 2021. During 2021, each director attended more than 75% of the total number of Board of Directors meetings and meetings of the committees on which they then served (during the period he or she served). In addition to Board of Directors meetings, directors are kept informed of our business through personal meetings and other communications, including telephone and electronic contacts with our Chief Executive Officer and others regarding matters of interest and concern to us and our shareholders. Independent directors meet when they deem necessary in an executive session without management and at such other times as may be requested by any independent director.

It is the policy of STAAR that members of the Board of Directors attend the Annual Meeting of shareholders, if practicable. All seven of our then serving incumbent directors attended the 2021 Annual Meeting of shareholders.

Committees

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

Nominating and Governance Committee

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

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In addition to the candidates proposed by the Board of Directors or identified by the Committee, the Committee considers candidates for director suggested by our shareholders in accordance with the procedures described in the Questions and Answers section in response to the question: “Can shareholders propose individuals to be considered as nominees for the 2023 Annual Meeting?” Shareholder nominations that comply with those procedures and that meet the criteria outlined below will receive the same consideration that the Committee’s nominees receive. In the future, the Committee may also engage a recruiting firm to identify director candidates.

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

In selecting nominees for the Board of Directors, the Committee evaluates the general and specialized criteria set forth above, identifying the relevant specialized criteria prior to commencement of the recruitment process, considers previous performance if the candidate is a candidate for re-election, and generally considers the candidate’s ability to contribute to the success of STAAR. The Nominating and Governance Committee believes that differences in background, professional experiences, education, skills and viewpoints will enhance the performance of the Board of Directors. The Nominating and Governance Committee and the Board of Directors believe that a diverse board leads to improved performance by encouraging new ideas, expanding the knowledge base available to management and other directors and fostering a culture that promotes innovation and vigorous deliberation. In considering nominees for service on the Board of Directors, the Nominating and Governance Committee takes into consideration the diversity of professional experience, background, viewpoints, and skills of the current and prospective members of the Board of Directors. Examples of this include diversity of management experience, financial expertise, medical device industry experience, international experience, gender, ethnicity, and educational background. As described in our Guidelines on Significant Corporate Governance Issues, as part of the search process for each new director, the Nominating and Governance Committee actively seeks out women and members of underrepresented communities as candidates to include in the pool from which Board nominees are chosen. The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities, and assesses the effectiveness of this goal during the Board’s annual evaluation.

The Board of Directors’ nominees for the Annual Meeting have been recommended by the Committee and have been nominated by the Board of Directors. The Committee received no formal shareholder recommendations of candidates for election at the 2022 Annual Meeting.

The current members of the Nominating and Governance Committee are Dr. Gilbert H. Kliman, who has served as Chair since July 2020, Louis E. Silverman, Dr. Elizabeth Yeu, and Dr. K. Peony Yu. Each member of the Nominating and Governance Committee is “independent” as that term is defined under the Listing Rules of the Nasdaq Stock Market. During 2021, the Nominating and Governance Committee met three times.

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Compensation Committee

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

The Compensation Committee makes recommendations to the Board of Directors on all elements of the total direct compensation of the executive officers of STAAR, including base salary, annual bonus, long-term equity compensation and perquisites. The Compensation Committee also generally approves company-wide pay increases and discretionary compensation that may be allocated to non-executive employees by management. The Committee also administers STAAR’s equity plan. The Committee may delegate authority to subcommittees or Committee members.  

The current members of the Compensation Committee are Louis E. Silverman, who serves as chair, Stephen C. Farrell, Thomas G. Frinzi, and Dr. Elizabeth Yeu. Each current member of the Compensation Committee is “independent” as that term is defined under the Listing Rules of the Nasdaq Stock Market. During 2021, the Compensation Committee held three 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, Chief Executive Officer or senior executive compensation. The Compensation Committee has assessed the independence of Radford considering the factors set forth in applicable SEC rules and the Listing Rules of the Nasdaq Stock Market and has concluded no conflicts of interest were raised by the work performed by Radford, an Aon Hewitt business unit. In April 2021, the Compensation Committee engaged a compensation consultant from Radford to conduct a review of the Corporation’s compensation program concerning non-employee directors, officers and other members of management, provide benchmark data and recommendations.

Audit Committee

The principal duties of the Audit Committee are to oversee (i) the quality and integrity of STAAR’s financial statements, (ii) the qualifications and independence of STAAR’s independent registered public accounting firm, and (iii) the performance of STAAR’s Internal Audit Department and STAAR’s independent registered public accounting firm. The Committee communicates with management throughout the year to help it assess the performance of STAAR’s independent registered public accounting firm for consideration of re-engagement in future years.

The current members of the Audit Committee are Stephen C. Farrell who serves as chair, Thomas G. Frinzi, Dr. Gilbert H. Kliman, and Dr. K. Peony Yu. Each member of the Audit Committee is “independent” as that term is defined under the Audit Committee rules of the SEC and the Listing Rules of the Nasdaq Stock Market. STAAR has determined that Mr. Farrell qualifies as an “audit committee financial expert” under the rules of the SEC. In 2021, the Audit Committee met four times.

Shareholder Communications with Directors

Shareholders may communicate with the chair of the Board of Directors, the chair of our Audit Committee or the chair of our Nominating and Governance Committee, or with the Board of Directors as a group, by

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writing to such persons c/o Office of the Secretary, STAAR Surgical Company, 25651 Atlantic Ocean Drive, Lake Forest, California, 92630.

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

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

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EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in STAAR’s Proxy Statement for 2022.

The Compensation Committee

Louis E. Silverman (Chair)

Stephen C. Farrell

Thomas G. Frinzi

Elizabeth Yeu, M.D.

April 29, 2022

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COMPENSATION DISCUSSION AND ANALYSIS

General

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

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

In 2021, our named executive officers were:

Our key accomplishments in 2021, despite continued COVID headwinds, included:

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– Compensation Discussion and Analysis –

Compensation Program Objectives and Rewards

Compensation Philosophy and Process. The Company is dedicated to pursuing a mix of near, medium, and longer-term business objectives designed to build and increase shareholder value. Our Board and Compensation Committee have sought to establish a compensation program that incentivizes and rewards our management team for achieving or exceeding corporate financial and non-financial goals and also individual objectives. In the Committee’s deliberations on the Company’s compensation programs, management, other than the Chief Executive Officer, is involved only to the extent of providing Company performance and market information. Our Chief Executive Officer does not participate in the determination of her own compensation, but she joins with the full Board of Directors in the determination of compensation of other named executive officers.

The Committee and management periodically review the Radford Global Life Sciences Surveys as well as benchmark data regarding our peer group. This data is used to assess the general competitiveness of our recruiting and compensation programs, and to assist the Committee and the Board of Directors in making compensation decisions. In April 2021, the Compensation Committee engaged a compensation consultant from Radford, an AON Hewitt company, to review non-employee director and officer compensation, provide benchmark data and recommendations. In June 2021, Radford proposed a new peer group for the Corporation, based on the Corporation’s revenue growth and increased market capitalization, among other things. Based on Radford’s recommendations, we commenced using an updated peer group, with a larger set of companies, for compensation purposes in 2021.

The previous peer group recommended by Radford in 2019 was selected from U.S. based medical device companies with market capitalizations between $550 million and $5.5 billion and revenue generally between $75 million and $450 million.  In 2019, the Committee accepted Radford’s recommended revised peer group and the Board of Directors approved the Committee’s recommendation. That peer group used for setting compensation consisted of the following companies:

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– Compensation Discussion and Analysis –

The 2021 peer group recommended by Radford was selected from U.S. based medical device companies with market capitalizations between $1.5 billion and $15 billion and revenue generally between $100 million and $600 million. The Committee accepted Radford’s recommended revised peer group and the Board of Directors approved the Committee’s recommendation. Our peer group used as one element of setting 2021 compensation consisted of the following companies:

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

Recent retention and recruitment challenges for high-performing executives suggested that our compensation structure was not sufficiently competitive. The Committee assessed benchmark data and recommendations from Radford in 2021 and determined that it was in the company’s best interests to adjust the compensation program mid-year to support retention and recruitment efforts. Commencing with the second half of 2021, the Committee’s objective is to structure compensation policies and decisions based on (a) overall Company performance, (b) a target base salary at or near the 75th percentile of our peer companies and other industry benchmark data, and (c) a target for total target compensation, consisting of base salary, cash bonus potential and long-term equity incentives, between the 50^th – 75^th percentile of our peer companies and other industry benchmark data based on the Company’s financial performance and achievement of Board-approved pre-established metrics, if applicable. The Committee determined, after assessing Radford’s benchmark data and recommendations, to target base salary at or near the 75^th percentile of our peer companies and total target compensation between the 50^th -75^th percentile based on an analysis of our peers’ compensation levels, reflecting the experience, leadership, specialized skill sets and sustained performance of our executive team.

2021 Results of Advisory Vote to Approve Compensation of Named Executive Officers. At our Annual Meeting held on June 24, 2021 shareholders representing approximately 97% of the votes cast on the proposal approved the compensation of our named executive officers. Given the strong support shown, we did not make any changes to the structure of our executive compensation program as a result of this vote.

Elements of Compensation

The elements of compensation that may be earned by our named executive officers include base salary, annual cash bonus, and equity compensation. All components of each named executive officer’s compensation are annually reviewed in the context of company performance and individual performance.

Compensation Mix

Base Salaries. The Committee, with input from the Chief Executive Officer, reviews, considers and approves base salaries at a level expected to attract and retain the executives the Company needs to achieve its plans. The Board of Directors generally reviews base salaries in the first quarter of each year and approves any changes based upon company performance, market data, executive performance, scope of responsibility, and past and potential contribution to our business. For 2021, named executive

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officer salaries increased 3% over 2020 levels, consistent with base salary increases company-wide and industry-wide. Commencing on September 1, 2021, based on Radford’s compensation recommendations, certain named executive officer salaries increased 0-23% over then-current 2021 levels, consistent with the 50^th-75^th percentile of the Company’s new peer group.

Annual Cash Bonuses. A material element of each named executive officer’s compensation is the opportunity to earn annual performance-based cash bonuses, which are earned based upon achievement of specific corporate financial objectives. The Board of Directors has exclusive authority, acting on the recommendation of the Committee, to approve bonuses for our named executive officers based on performance against these criteria.

For 2021, the Committee and the Board of Directors approved a 2021 Incentive Bonus Plan (“2021 Bonus Plan”) that was designed to be funded in whole or in part based on STAAR meeting or exceeding specific revenue, EPS, and gross margin metrics. As in prior years, to allow for an accurate year-over-year comparison, and in recognition that over 90% of our revenue is generated outside the U.S., the Board of Directors in 2021 continued its practice of evaluating the Company’s revenue performance on a constant currency basis.

Each of the Company’s current named executive officers has an annual bonus target, as do other key contributors. The Committee reviews, considers and approves bonus targets for named executive officers based on market data and also considers changes in the scope of responsibility and overall performance of individual named executive officers when establishing these targets.

Each named executive officer’s base salary and target bonus opportunity for 2021 is provided in the table below.

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The Board of Directors confirmed the Company’s 2021 revenue, EPS and gross margin results. For bonus plan funding purposes, the level of attainment of pre-established target financial metrics related to revenue, EPS and gross margin is evaluated by the Committee. The Board of Directors must review and approve all bonus recommendations for named executive officers presented by the Committee. The determination of annual bonuses for 2021 performance are described further below under the section entitled “2021 Bonus and Equity Determinations.”

Long-Term Equity Compensation. The Committee believes that long-term equity incentive awards serve to align the interests of the executive officers with the interests of our shareholders. Long-term equity incentive awards may be granted in the form of either stock options, restricted shares, restricted stock units, performance stock units, or other types of equity or equity-linked compensation. In determining the size of equity grants to our named executive officers, the Committee considers recommendations of the Chief Executive Officer, peer group data, individual performance and level of responsibility in the company, for those named executive officers reporting to her. For the Chief Executive Officer’s equity grant, the Committee considers company and individual performance as well as peer group data. The Committee recommends to the Board of Directors the allocation among the different forms of equity compensation to align executive incentives with long-term shareholder interests. For 2021, the Committee recommended that our named executive officers be granted the choice, similar to our directors, the form of equity he or she receives between (i) 100% stock options, or (ii) 50% stock options and 50% restricted stock units based on a Black Scholes value of stock options or the fair value of restricted stock units on the date of grant. The equity grants made in 2021 are described further below under the section entitled “2021 Bonus and Equity Determinations.”

Stock options. Stock options, once granted, become valuable if the price of STAAR’s common stock rises above the exercise price at the time of grant. The exercise price of a stock is the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant. Under the Company’s Omnibus Equity Incentive Plan (“Plan”) STAAR may not grant stock options having an exercise price below the fair market value of its common stock on the date of grant. STAAR does not grant stock options with a so-called “reload” feature. To encourage retention by providing a long-term incentive, the options typically vest ratably over a three-year period, and have a ten-year life. Stock options are forfeited back to STAAR if the grantee’s service to STAAR terminates before the end of the vesting period.

Restricted shares/Restricted stock units/Performance stock units. Restricted shares, restricted stock units, and performance stock units are shares of common stock that STAAR grants subject to forfeiture over a specified period of time. The value of these incentive awards rises and falls with STAAR’s stock price. For time-vesting awards, restricted shares, restricted stock units, and performance stock units are forfeited back to STAAR if the grantee’s service to STAAR terminates before the end of the vesting period. Vesting of restricted shares and restricted stock units occurs when the restricted period ends and the grantee obtains full rights of ownership over the shares. Vesting of performance stock units occurs if the Company meets or exceeds the performance metrics pre-established by the Board of Directors. Time-vesting restricted shares and restricted stock units and performance stock units provide a long-term incentive by aligning the grantee’s interests with those of the shareholders and encouraging retention through the risk of forfeiture if the grantee ceases working for us during the vesting period.

2021 Bonus and Equity Determinations

2021 Bonus Determinations. As described above, the 2021 bonus plan was funded based upon how the Company performed against financial goals pre-established by the Compensation Committee for fiscal year 2021 and approved by the Board of Directors. Based on Radford data and recommendations, in September 2021 the Board of Directors approved an increase in the maximum 2021 cash bonus plan

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funding for financial performance during the second half of 2021 from 150% to 200% of the target bonus plan. The 2021 bonus plan funding included the following components:

In 2021, the Company exceeded the Minimum Financial Threshold for 1H2021 and the Minimum Financial Threshold for 2H2021, thus enabling funding of the bonus pool. The Company surpassed its 2021 revenue and EPS projections funding the bonus pool in excess of 100% of target. Based on the company achieving $113.1 million in revenue, $0.27 EPS, and $88.3 million in gross margin in the first half of 2021, the Board of Directors agreed upon the pool funding at 150% of the target amount for the first half of 2021. Based on the Company achieving $117.4 million in revenue, $0.22 EPS, and $90.3 million in gross margin in the second half of 2021, the Board of Directors agreed upon the pool funding at 200% of the target amount for the second half of 2021.  The Board of Directors agreed at these levels to align management’s compensation with shareholder interests.  

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2021 Long-term Equity Awards. In 2021, the Committee recommended to the Board of Directors that it grant long-term equity compensation to the named executive officers, consistent with the Company’s Compensation Philosophy and based upon the individual’s performance and benchmark data, in the form of stock option and stock unit grants, which the Board of Directors approved.  The 2021 equity grants to named executive officers was as follows:

In 2022, based on Radford data and recommendations provided in mid-2021, the Board of Directors awarded 2022 long-term equity grants for named executive officers with the cash value of such equity awards equally divided between performance stock units (1/3), restricted stock units (1/3), and stock options (1/3). Prior to 2022, we did not broadly include performance stock units in our equity compensation program (except upon hiring our current Chief Financial Officer and one time for our Chief Executive Officer). Going forward, we are committed to continuing to grant performance stock units as part of the annual equity awards to management.

Change-in-Control Arrangements

Our named executive officers will receive certain cash severance and other benefits from STAAR or a successor company if they are terminated 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, options vest immediately unless the surviving company assumes or replaces the options.

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

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

Severance Arrangements

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

Perquisites

In 2021, the named executive officers received an opportunity to undergo an executive health screening and were eligible to receive an executive life insurance policy with premiums and costs paid by STAAR. The cost of these limited executive benefits, which are intended to promote the long-term health and financial stability of our executive officers, are shown in the Summary Compensation Table below.

Benefits

The named executive officers participate in a variety of retirement, health and welfare, and paid time-off benefits designed to enable STAAR to attract and retain its workforce in a competitive marketplace. Health and welfare and paid time-off benefits help ensure that STAAR has a productive and focused workforce through reliable and competitive health and other benefits. Pension (for our Switzerland based team members, including Mr. Blickensdoerfer) and 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—$19,500 per employee for 2021 (with an additional $6,500 annual catch-up contribution permitted for those over 50 years of age)—on a pre- or after-tax basis. During 2021 STAAR provided an 80% percent match up to the first 6% of the employee’s compensation. 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.

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COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the compensation of the named executive officers for each of the three fiscal years ending December 31, 2021, January 1, 2021 and January 3, 2020, respectively. By providing the grant date fair value of stock and option awards in the following tables STAAR does not imply any assurance that such values will ever be realized.

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– Compensation Tables –

The following table summarizes the elements of “All Other Compensation” listed in the table above for 2021.

Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2021

The following table provides information on stock and option awards granted in 2021 to each of STAAR’s named executive officers and potential payouts for non-equity incentive plan awards under STAAR’s executive cash bonus plan. Actual cash bonus payments made for 2021 are shown in the Bonus column of the Summary Compensation Table above.