STAAR SURGICAL CO 8-K

What Happened

• STAAR Surgical Company announced that Warren Foust and Deborah Andrews were appointed Interim Co-Chief Executive Officers effective February 1, 2026. This follows the earlier departure of CEO Stephen C. Farrell, who stepped down effective January 31, 2026 under a cooperation agreement with Broadwood Partners dated January 14, 2026. The Board has formed a Search Committee and begun a global CEO search.

Key Details

• Appointments effective: February 1, 2026 (press release furnished Feb 2, 2026).
• Interim co-CEOs: Warren Foust (age 50; joined STAAR Apr 2023; President & COO since Mar 2025) and Deborah Andrews (age 68; rejoined Mar 2025 as Interim CFO; CFO since June 2025; long prior tenure at STAAR).
• Equity award: Each interim co-CEO received RSUs with a grant-date fair value of $375,000 (granted Feb 2, 2026), vesting on August 1, 2026 (or earlier per the grant agreement).
• Foust letter agreement (Feb 1, 2026): if not offered the CEO role and he resigns within 5 days after the term, his resignation is treated as “Good Reason,” making him eligible for applicable severance benefits; upon certain terminations, earned PSUs may vest (no later than Mar 15, 2027), other unvested long-term incentives could accelerate to vesting, and a remaining $250,000 cash award may be payable if termination occurs before Mar 28, 2026.

Why It Matters

• Leadership: Investors should note a top-level leadership change and a formal CEO search — both can affect strategy, execution, and market perception.
• Compensation and potential cash exposure: The company granted RSUs (~$375k each) and agreed to protections for Mr. Foust that could accelerate equity vesting or trigger additional cash payments (including a possible $250,000 installment), which are concrete near-term compensation items to monitor.
• Governance context: The transition follows a cooperation agreement with an activist investor (Broadwood Partners), and the Board’s Search Committee will determine the permanent CEO, a decision likely to influence STAAR’s strategic direction.