STAAR Surgical Appoints Warren Foust as President & CEO; Andrews EVP

What Happened

• STAAR Surgical Company (STAA) filed an 8-K reporting that its Board appointed Warren Foust as President and Chief Executive Officer and a member of the Board, effective August 4, 2026. Mr. Foust (age 50) joined STAAR in April 2023 as COO and had served as President & COO since March 2025 and as Interim Co‑CEO since February 2026.
• The company also announced Deborah Andrews will stop serving as Interim Co‑CEO, will continue as Chief Financial Officer, and was promoted to Executive Vice President effective August 4, 2026. The company issued a press release on August 4, 2026 noting these changes.

Key Details

• CEO pay: base salary of $730,000 annually (effective Aug 4, 2026) and eligibility for the company’s annual cash bonus with a fiscal‑2026 target structured as 70% of salary for the portion of the year through Jan 31, 2026 and 100% of salary for the period beginning Feb 1, 2026.
• CEO equity grants (subject to continued employment and plan terms): CEO Award includes 22,493 time‑vesting RSUs, 40,471 time‑vesting stock options, and 131,830 performance‑vesting options. Performance options vest only if both time and stock‑price hurdles are met ($50, $75, $100 per share) and have a 10‑year term.
• 2027 awards (pull‑forward): additional RSUs/options described in the filing (timing split between a First Grant Date tied to trading window post‑Q2 results and a Second Grant Date of Jan 4, 2027).
• Severance/change‑in‑control: amended agreements provide 18 months of base pay and benefits on a qualifying termination; change‑in‑control agreement adds earned and target bonus amounts.
• Andrews’ compensation: granted (subject to continued employment) an option for 8,952 shares (3‑year vest), a performance option for 29,159 shares (price hurdles), and 4,975 RSUs (time‑vesting).

Why It Matters

• Leadership clarity: naming a permanent CEO and keeping the CFO in an expanded EVP role reduces near‑term uncertainty about executive leadership.
• Compensation and incentives: Mr. Foust’s package is heavily weighted to equity with multi‑year time and stock‑price performance conditions, aligning pay with long‑term share‑price targets but also creating potential dilution if exercised.
• Financial/obligation implications: severance and change‑in‑control protection create potential cash/benefit obligations (18 months) in certain termination scenarios. Investors should note the specific equity grant sizes and performance hurdles when evaluating future share dilution and management incentives.