Form 4: STAAR Surgical Executive Vests Stock Units

Magda Michna, Chief Development Officer at STAAR SURGICAL CO, reported the vesting of performance stock units on May 15, 2026, with a portion withheld for taxes.

Summary

• Magda Michna, Chief Development Officer at STAAR SURGICAL CO, reported transactions related to performance stock units (PSUs) on May 15, 2026.
• A total of 19,795 PSUs vested across four tranches, with shares withheld for tax purposes.
• Specifically, 10,997 PSUs from an annual equity grant vested, with 5,595 shares withheld for taxes.
• An additional 5,499 PSUs from the same grant also vested, with 2,431 shares withheld for taxes.
• Furthermore, 2,199 PSUs vested in connection with her promotion to Chief Development Officer, with 1,118 shares withheld for taxes.
• Finally, 1,100 PSUs related to her promotion vested, with 599 shares withheld for taxes.
• The PSUs are part of the Issuer's 2025 Performance Stock Unit Award Program, designed to incentivize multi-year growth.
• Performance is measured based on the company's trailing four-quarter revenue through the end of fiscal 2027, with potential earnings between 0-200% of target.
• The PSUs are structured into five tranches with varying revenue targets, and failure to meet targets by fiscal 2027 results in forfeiture.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it reports routine executive stock unit vesting and tax withholding, which is a standard part of compensation rather than a significant event.

Positives

• Vesting of performance stock units indicates achievement of performance goals or milestones, aligning executive compensation with company performance.
• The 2025 PSU Program is designed to incentivize multi-year growth, suggesting a long-term strategic focus.
• The structure allows for potential earnings up to 200% of target, indicating significant upside potential tied to strong company performance.

Negatives

• A portion of the vested shares were withheld to satisfy 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 downside risk for the executive.

Risks

• Failure to achieve specific trailing four-quarter U.S. GAAP revenue targets by the end of fiscal 2027 will result in the forfeiture of PSUs.
• The performance of the PSUs is tied to the company's revenue growth over a multi-year period, exposing the executive's compensation 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 targets for trailing four-quarter U.S. GAAP revenue.

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 PSUs were granted based on a target number of shares and can be earned between 0-200 percent 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.
• 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 the use of performance stock units tied to multi-year revenue targets is a common practice in the medical technology sector to align executive incentives with long-term strategic growth and shareholder value.

Stakeholder Impact

• Shareholders: The vesting of PSUs suggests that performance targets are being met, which is generally positive for shareholder value. However, the withholding of shares for taxes reduces the immediate dilution from these awards.
• Employees: The program incentivizes key executives, which can indirectly benefit employees through company growth and success.
• Management: The reporting person, Magda Michna, benefits from the vesting of her performance stock units, reflecting her role and contributions.

Next Steps

• Continued monitoring of STAAR SURGICAL CO's revenue performance through fiscal 2027 to assess the achievement of PSU targets.
• Future filings will indicate further vesting or forfeiture of PSUs based on performance.

Key Dates

Keywords

STAAR SURGICAL CO, STAA, Form 4, Performance Stock Units, PSUs, Equity Grant, Vesting, Stock Options, Executive Compensation, SEC Filing, Magda Michna, Chief Development Officer