Form 4: STAAR Surgical Executive Reports Stock Transactions

Warren Foust, Interim Co-CEO and Pres. & COO of STAAR SURGICAL CO, reported transactions involving performance stock units and common stock on May 15, 2026.

Summary

• Warren Foust, an executive at STAAR SURGICAL CO (STAA), reported several transactions on May 15, 2026.
• These transactions involved the vesting of performance stock units (PSUs) and the subsequent withholding of shares to cover taxes.
• A total of 14,662 PSUs vested as part of the Issuer's 2025 Performance Stock Unit Award Program, with 7,460 shares withheld for taxes.
• An additional 7,331 PSUs vested, with 3,730 shares withheld for taxes.
• Another tranche of 7,331 PSUs vested, related to Foust's expanded role as President & Chief Operating Officer, with 3,730 shares withheld for taxes.
• Finally, 3,666 PSUs vested under the same expanded role, with 1,865 shares withheld for taxes.
• The 2025 PSU Program is designed for multi-year growth, with performance measured by trailing four-quarter revenue through fiscal 2027.
• PSUs can be earned between 0-200% of target based on company performance against five different revenue targets.
• If no targets are met by the end of fiscal 2027, the PSUs will be forfeited.
• Achieving the first three targets results in 100% of target PSUs earned, while achieving all five targets results in 200% of target PSUs earned.
• Each PSU represents the right to receive one share of STAAR SURGICAL CO's common stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily reports on routine executive compensation transactions and vesting of previously awarded performance stock units, rather than new strategic initiatives or financial results.

Positives

• Vesting of performance stock units indicates that performance targets, as defined by the Compensation Committee, were met.
• The 2025 PSU Program is structured to incentivize multi-year growth, aligning executive compensation with long-term company performance.
• The potential to earn up to 200% of target PSUs suggests a strong performance-based incentive structure.
• The withholding of shares for taxes is a standard practice that avoids the need for the executive to procure funds separately for tax obligations.

Negatives

• A significant number of shares were withheld to satisfy tax obligations, reducing the net shares received by the reporting person.
• The forfeiture clause, where PSUs are lost if no targets are achieved, introduces risk for the executive if company performance falters.

Risks

• The achievement of PSU targets is contingent on meeting specific trailing four-quarter U.S. GAAP revenue goals, which are subject to market conditions and competitive pressures.
• If the company's revenue performance does not meet the defined thresholds by the end of fiscal 2027, the performance stock units will be forfeited.
• The withholding of shares for taxes, while standard, reduces the immediate net gain for the executive.

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 were granted based on a target number of shares and can be earned between 0-200 percent of target based on Company performance. If none of the targets are achieved as of the end of fiscal 2027, the PSUs will not be earned and will be forfeited. If the first three targets are achieved, the PSUs will be earned at 100 percent of target; if all five targets are achieved, the PSUs will be earned at 200 percent of target.

Management Comments

• The 2025 Performance Stock Unit Award Program was designed to incentivize growth over a multi-year period.
• Performance is measured based on the Company's trailing four-quarter revenue through the end of fiscal 2027.
• The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals.
• Each PSU represents the right to receive one share of the Issuer's common stock.

Industry Context

StockSavvy.ai notes that STAAR SURGICAL CO'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 value creation and market share growth.

Stakeholder Impact

• Shareholders: The vesting of PSUs and subsequent tax withholding are standard compensation practices and do not directly impact share price in the short term, but reflect management's alignment with company performance goals.
• Employees: The PSU program incentivizes executives, which can indirectly benefit employees through company growth and success.
• Management: Warren Foust benefits from the vesting of PSUs, contingent on meeting performance metrics.

Next Steps

• Monitoring the company's trailing four-quarter U.S. GAAP revenue performance through the end of fiscal 2027 to assess the potential earning of PSUs.
• Tracking future equity grants and vesting schedules for key executives.

Key Dates

Keywords

STAAR SURGICAL CO, STAA, Form 4, SEC Filing, Insider Trading, Stock Options, Performance Stock Units, PSUs, Equity Grant, Vesting, Tax Withholding, Warren Foust, Executive Compensation, Revenue Targets