Form 4: STAAR Surgical Executive Reports Stock Transactions

Deborah J. Andrews, Interim Co-CEO and CFO of STAAR Surgical Co., reported transactions involving performance stock units and common stock.

Summary

• Deborah J. Andrews, Interim Co-CEO and CFO of STAAR Surgical Co. (STAA), reported transactions on May 15, 2026.
• This filing details the vesting of performance stock units (PSUs) awarded under the 2025 PSU Program.
• A total of 10,466 PSUs vested, with 3,755 shares withheld for taxes, resulting in 6,711 net shares.
• An additional 5,233 PSUs vested, with 1,877 shares withheld for taxes, resulting in 3,356 net shares.
• The PSUs are tied to the company's trailing four-quarter revenue through fiscal 2027, with potential earnings ranging from 0% to 200% of the target.
• The PSUs are structured into five tranches, each with specific revenue targets.
• If the first three targets are met by the end of fiscal 2027, PSUs will be earned at 100% of target.
• If all five targets are met, PSUs will be earned at 200% of target.
• Failure to meet any targets by the end of fiscal 2027 will result in forfeiture of the PSUs.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily reports on routine executive compensation events and performance-based stock unit vesting, without significant new financial information or strategic shifts.

Positives

• Vesting of performance stock units indicates achievement of certain performance criteria, potentially linked to company growth.
• The 2025 PSU Program is designed to incentivize multi-year growth, aligning executive compensation with long-term company performance.
• The structure allows for up to 200% of target shares to be earned, suggesting a strong upside potential if performance goals are exceeded.

Negatives

• A portion of the vested shares were withheld to cover tax obligations, reducing the net shares received by the reporting person.
• The PSUs are subject to forfeiture if performance targets are not met by the end of fiscal 2027, indicating a risk of no payout.

Risks

• The PSUs will be forfeited if none of the performance targets are achieved by the end of fiscal 2027.
• The achievement of PSUs is contingent on meeting specific trailing four-quarter U.S. GAAP revenue targets, which are subject to market and operational risks.

Future Outlook

The 2025 Performance Stock Unit Award Program is designed to incentivize growth over a multi-year period, with performance measured based on the company's trailing four-quarter revenue through the end of fiscal 2027. The PSUs can be earned between 0-200 percent of target based on company performance, with specific revenue targets for each of the five tranches.

Management Comments

• The 2025 Performance Stock Unit Award Program was designed to incentivize growth over a multi-year period.
• Under the 2025 PSU Program, performance is measured based on the Company's trailing four-quarter revenue through the end of fiscal 2027.
• The PSUs were structured into five tranches, each with different targets for trailing four-quarter U.S. GAAP revenue.
• 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 percent of target.
• If all five targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 200 percent of target.
• Each PSU represents the right to receive one share of the Issuer's common stock.

Industry Context

StockSavvy.ai notes that STAAR Surgical's use of performance stock units tied to multi-year revenue targets is a common practice in the medical device industry to align executive incentives with long-term strategic goals and market performance.

Stakeholder Impact

• Shareholders: The vesting of PSUs, especially if tied to strong performance, can be seen as a positive sign of executive alignment with shareholder value creation. However, the withholding of shares for taxes and the potential for forfeiture represent a risk.
• Employees: The PSU program's success could indirectly benefit employees through company growth and stability.
• Management: The reporting person, Deborah J. Andrews, benefits directly from the vesting of these performance-based awards.

Next Steps

• Monitoring the company's trailing four-quarter U.S. GAAP revenue performance through fiscal 2027 to assess the potential payout of the remaining PSUs.
• Further reporting on any future vesting or forfeiture of PSUs based on performance outcomes.

Key Dates

Keywords

STAAR Surgical, STAA, Form 4, Insider Trading, Stock Options, Performance Stock Units, PSUs, Executive Compensation, SEC Filing, Deborah J. Andrews