UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.    )

Filed by a Party other than the Registrant ☐

Check the appropriate box:

STAARSURGICAL Half of the global Population is Expected to have Myopia by 2050** 75-80% Of ages 45-54 are Using correction For presbyopia*** Who is STAAR Surgical? Refractive Error is a Global Epidemic Refractive Error is a Global Epidemic 01 Prolprietary Implantable Collamer® lens (ICL) Myopia Distance Vision 02 Executing against a rapidly expanding global TAM of millions of eyes More near work 03 Primary positioning, collaborative business model and clinical validation are driving industry-leading growth •  Less time outdoors 04 Strong financial performance includes expanding margins, EPS and cash – a rare combination of high growth & GAAP profitability •  Cell Phones, Screen Time, Gaming Education, Studying 05 Committed to ESG practices and goals that further STAAR’s positive impact on our stakeholders •  Astigmatism accompanies myopia in ῀ 25% of cases* Presbyopia Near Vision •  Progressive age-related condition *Global prevalence of clinically significant astigmatism (>0.75D), Market Scope, 2019. **BHVI, adapted from Holden et al, 2016 Ophthalmology. ***Fricke, Global Prevalence of presbyopia and Vision Impairment from Uncorrected Presbyopia, 2018.

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

April 29, 2019

[*], 2022

Dear Fellow Shareholders:

You

At STAAR, we are cordially invitedthe leading manufacturer of implantable lenses used worldwide in refractive vision correction surgery.  Our goal is to attendposition our refractive ICL lenses throughout the annual meeting of the stockholders (the “Annual Meeting”) of STAAR Surgical Company (“STAAR” or the “Company”). The Annual Meeting will be held on Thursday, June 20, 2019 at 8:30 a.m. (Pacific time), at STAAR’s headquarters at 25651 Atlantic Ocean Drive, Lake Forest, California, 92630.

By all measures, STAAR achieved an outstanding year in 2018.  We successfully executed our growth strategy to become aworld as primary and premium optionsolutions for peoplepatients seeking visual freedom and to become the best partnerfrom wearing eyeglasses or contact lenses while achieving excellent visual acuity through refractive vision correction.

2021 was a momentous year for us in many respects. We dramatically accelerated our growth, delivered outstanding results for our surgeon customers.  And we extendedshareholders and also strengthened our track record of delivering strong financial performance quarter after quarter throughout 2018.

Withoutunique value proposition for our customers and the commitment of our team of “All STAARs,” none of these accomplishments would be possible.  I am deeply grateful for their dedication to STAAR’s growth and success.

2018 was a breakout year for STAAR and our investors:

In addition to this fantastic financial performance, 2018 was a transformative year for us in other ways as well.  During the year, the Food and Drug Administration (“FDA”) lifted a Warning Letter regarding STAAR andFDA approved our EVO Visian Toric ICL lens for marketing and sale in the U.S. We’ve sold over 1 million EVO lenses globally and are excited to educate American surgeons about this device so they can offer it to the many qualified patients in the U.S. seeking Visual Freedom. In 2022, we plan to invest more heavily in consumer awareness building programs designed to accelerate the paradigm shift to lens-based vision correction, especially in the U.S. We submittedare seeking commitments from new and exciting celebrity brand ambassadors in the U.S. and abroad who plan to share their journeys to the Visual Freedom provided by our EVO Visian ICL premarket approval (“PMA’) supplementlenses. We will also continue to engage surgeons and their staffs, globally, through clinical validation, education

and strategic cooperation. In 2021, almost two-thirds of our ICLs sold, globally, were in the FDA for review,range of -0.5 to -10.0 diopters.

We remain committed to progress on environmental, social responsibility and governance issues. In 2021, we made excellent progress in several areas. Let me highlight a few:

To us, ESG means doing our part to help ensure a future that review is on-going. The patient enrollmentsustainable and just for our pivotal European trialstakeholders. We are on an ESG journey of continuous improvement. You can read about our activities and results in our most recent Sustainability Report, which is available on our website.

We ask for your voting support on the EVO with EDOF lens for presbyopia is complete andmatters described in this proxy statement so we are conductingcan continue to build on our strong foundation, create the required six-month patient follow-up for this study. Once we complete this follow up, our plan is to submit our CE Mark application to our regulated body by mid-year 2019.

More broadly, our strategylens-based future of building the refractive market for visual freedom through surgeon training and certification, practice development, consumer outreach, patient education, digital marketing and strategic agreements with our customers has positioned the ICL in more and more clinics and doctors’ offices as a premium and primary solution for vision correction around the globe. Ever more data supporting the safety and effectiveness of the ICL is being published. For example, in December 2018, Dr. Mark Packer published a literature review of 67 papers from 10 countries on the EVO lens in the journal Clinical Ophthalmology. The analysis covered 6,000 eyes with up to 5 years of follow up concluding “Improved safety and effectiveness across a broad range of refractive errors make EVO an attractive option for surgeons and patients.”

Throughout 2018, we executed our plan to make targeted investments designed to foster continued future growth, including the launch of future ICL products. We are planning for and making initial investments in 2019 in manufacturing and facilities expansion to expand our capacity to meet increasing demand.

We’ll focus on several imperatives in 2019 to extend our track record of success from 2018 intooutstanding performance. On behalf of the future.  To do so,customers that we are planning to:

We believe that if we accomplish our plans, we will achieve the following target results for 2019:

For 2019, we intend to continue achieving and strengthening our 2018 strategic priorities, which are as follows:

Overall, we are enthusiastic about 2019 and look forward to delivering another strong year for our shareholders.

Your vote is important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Please vote today either by telephone or Internet, or by signing, dating and mailing your proxy card, broker’s or other nominee’s voting instruction form in the envelop provided. Telephone or Internet voting permits you to vote at your convenience, 24 hours a day, seven days a week. Detailed voting instructions are included on the back of your proxy card, broker’s or other nominee’s voting instruction form.

my colleagues, I thank you for your continued investment and for the trust you’ve placed in us. We appreciate your support.STAAR Surgical Company.

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The annual meeting of the stockholders of STAAR Surgical Company (the “Annual Meeting”) will take place on Thursday, June 20, 2019, at 8:30 a.m. (Pacific time), at STAAR’s headquarters at 25651 Atlantic Ocean Drive, Lake Forest, California, 92630. The purpose of the meeting is to do the following:

The Board of Directors recommends a vote “FOR” items 1, 2, 3, and 4.

Only stockholders of record at the close of business on April 23, 2019 (“stockholders”) are entitled to vote.

As stated in the enclosed Proxy Statement, we are soliciting proxies on behalf of the Board of Directors of STAAR. All proposals presented above are proposals of the Board of Directors. 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERSHAREHOLDER MEETING TO BE HELD ON JUNE 20, 201916, 2022

We want to ensure your shares are represented as we conduct a vote on the matters outlined in the proxy statement. If you are unable to attend the meeting, please cast your vote as soon as possible via:

If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee, you should refer to the instructions provided by the organization that holds your shares.

You can find our 20192022 Proxy Statement, the proxy card and 20182021 Annual Report on Form 10-K at www.proxyvote.com.www.proxyvote.com. To view materials via the Internet, please follow the instructions set forth on the Notice Regarding Internetof Availability of Proxy Materials mailed on or about April 29, 2019[*], 2022 to all stockholdersshareholders of record as of the close of business on April 23, 2019.19, 2022.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/STAA2022. Online check-in will be available approximately 10 minutes before the meeting starts. If you are a shareholder of record, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.  If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through the http://www.proxyvote.com website, then you may be admitted using the 16-digit control number included on that instruction form or notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. Once admitted to the Annual Meeting, shareholders will be able to submit questions, vote or examine the shareholder list at the Annual Meeting by following the instructions on the Annual Meeting website.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 8:30 a.m. Pacific Time on June 16, 2022 and at the Company’s headquarters, 25651 Atlantic Ocean Drive, Lake Forest, CA 92630, solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investors page of the company’s website at www.staar.com.

STAAR SURGICAL COMPANY

TABLE OF CONTENTS

STAAR SURGICAL COMPANY

25651 Atlantic Ocean Drive

Lake Forest, California 92630

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

To Be Held June 20, 201916, 2022 at 8:30 a.m. (Pacific Time)

The Board of Directors of STAAR Surgical Company is soliciting your proxy for use at the 20192022 Annual Meeting of StockholdersShareholders to be held on Thursday, June 20, 201916, 2021 at 8:30 a.m. (Pacific time)Time). The Board of Directors is making proxy materials available on the Internet to stockholdersshareholders on or about April 29, 2019.[*], 2022.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

In Proposal No. 2, the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending January 3, 2020,December 30, 2022, requires the affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of common stock present in person or by proxy and entitled to vote on the proposal. Abstentions have the same effect as a vote “AGAINST” this proposal. Brokers may vote on this proposal if not otherwise instructed by their clients.

Proposal No.3No. 3 is a non-binding advisory vote to approve an increase in the annual compensation program for non-executiveequity grant to non-employee directors and requires the affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of common stock present in person or by proxy and entitled to vote on the proposal. Abstentions have the same effect as a vote “AGAINST” the proposal. Broker non-votes have no effect.

Proposal No.4 is a non-binding advisory vote to approve the compensation of our named executive officers and requires the affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of common stock present in person or by proxy and entitled to vote on the proposal. Abstentions have the same effect as a vote “AGAINST” the proposal. Broker non-votes have no effect.

–1 –

– Proxy Statement –

Proposal No. 4 is a non-binding advisory vote to approve the compensation of our named executive officers and requires the vote of the holders of a majority of the voting power of the issued and outstanding shares of common stock present in person or by proxy and entitled to vote on the proposal. Abstentions have the same effect as a vote “AGAINST” the proposal. Broker non-votes have no effect.

Voting Standards and Board Recommendations

If you hold shares in a stock brokerage account or through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in street name. As the beneficial owner, you have the right to instruct your broker, bank or nominee how to vote your shares by the various methods described below.

– 2 –

– Proxy Statement –

2

The Board of Directors recommends that you grant a proxy via the Internet, telephone or by mail prior to the Annual Meeting in case you are later unable to vote yourself during the Annual Meeting to ensure that your shares will be represented and voted. All properly executed and valid proxies will be voted at the annual meeting in accordance with the instructions provided by the shareholder granting the proxy. If you are a shareholder of record and submit a properly executed proxy but do not indicate your voting instructions, your shares will be voted as recommended by the Board of Directors in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares at the new meeting date, unless you properly revoke your proxy prior to such time as described below.

If you are a beneficial owner and wish to vote in person, you must obtain a legal proxy from your broker, bank or nominee and present it to the inspectors of election with your ballot at the Annual Meeting.

– 3 –

– Proxy Statement –

3

Shareholders may submit questions during the Annual Meeting. Questions may be submitted during the Annual Meeting at www.virtualshareholdermeeting.com/STAA2022. We will try to answer as many questions as possible during the time scheduled. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group the questions together and provide a single response to avoid repetition. Additional information regarding the question-and-answer process will be available in the Rules and Procedures for the Conduct of STAAR Surgical Company’s 2022 Annual Meeting, which will be posted at the virtual Annual Meeting website during the Annual Meeting.

– 4 –

– Proxy Statement –

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page for the Annual Meeting.

Exchange Commission (the “SEC”). If we advance or delay the date of the 2020 Annual Meeting more than 30 days from the anniversary date of the 2019 Annual meeting, stockholder proposals intended to be included in the proxy statement for the 2020 Annual Meeting must be received by us within a reasonable time before STAAR begins to print and mail the proxy statement for the 2020 Annual Meeting. If we determine that the date of the 2020 annual meeting will be advanced or delayed by more than 30 days from the anniversary date of the 2019 Exchange Commission (the “SEC”). If we advance or delay the date of the 2023 Annual Meeting more than 30 days from the anniversary date of the 2022 Annual Meeting, shareholder proposals intended to be included in the proxy statement for the 2023 Annual Meeting must be received by us within a reasonable time before STAAR begins to print and mail the proxy statement for the 2023 Annual Meeting. If we determine that the date of the 2023 Annual Meeting will be advanced or delayed by more than 30 days from the anniversary date of the 2022 Annual Meeting, we will disclose the change in the earliest practicable Annual Report on Form 10-K, Quarterly Report on Form 10-Q or in a Current Report on Form 8-K. 

4In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Secretary of the Company no later than April 17, 2023.

– 5 –

– Proxy Statement –

To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding STAAR common stock but who share the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and last name will receive only one copy of our Annual Report on Form 10-K and proxy statement that are delivered until such time as one or more of these stockholders notify us that they want to receive separate copies. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of our Annual Report on Form 10-K and/or proxy statement mailed to you, please submit a request, either in writing or by phone, by contacting us in writing at Office of the Secretary, STAAR Surgical Company, 25651 Atlantic Ocean Drive, Lake Forest, California 92630, or calling us at (626) 303-7902, and we will promptly send you what you have requested. You can also contact our Secretary at the address or telephone number noted previously if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings.

5

– 6 –

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERSPRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table shows, as of the Record Date,April 19, 2022, information concerning the shares of common stock beneficially owned by each person known by STAAR to be the beneficial owner of more than 5% of our Common Stockcommon stock (other than directors and executive officers). This information is based on publicly available information filed with the SEC as of the Record Date.

6

– 7 –

– Security Ownership of Principal Shareholders and Management –

The following table shows, as of the Record Date,April 19, 2022, information with respect to the shares of Common Stock beneficially owned by (1) each director and director nominee, (2) each person who is named in the Summary Compensation Table below, and (3) all current executive officers and directors as a group. This information is based on publicly available information filed with the SEC as of the Record Date.April 19, 2022.

7

– 8 –

PROPOSAL NO.Proposal no. 1

ELECTION OF DIRECTORS Election of Directors

Proposal No. 1 is for the election of Stephen C. Farrell, Thomas G. Frinzi, Gilbert H. Kliman, M.D., Caren Mason, John C. Moore, Louis E. Silverman,Aimee S. Weisner, Elizabeth Yeu, M.D., and William P. WallK. Peony Yu, M.D., as directors, each to serve until STAAR’s 20202023 Annual Meeting of StockholdersShareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, removal or retirement. The authorized number of directors is currently set at fiveseven members.

The Board of Directors has nominated Stephen C. Farrell, Thomas G. Frinzi, Caren Mason, John C. Moore, Louis E. Silverman,Gilbert H. Kliman, M.D., Aimee S. Weisner, Elizabeth Yeu, M.D., and William P. WallK. Peony Yu, M.D., for re-electionelection to the Board. Each of these nominees has indicated his or her willingness to serve and, unless otherwise instructed, the Proxy holders will vote the Proxies received by them for those fiveseven nominees. If a nominee is unable or unwilling to serve as a director at the time of the Annual Meeting or any continuation, postponement or adjournment of the meeting, the Proxy holders will vote the Proxies for another nominee, if the current Board of Directors designates a nominee to fill the vacancy.

The qualifications of the individual directors upon which the Board of Directors based its nominations are described along with the biography of each nominee below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE BOARD

OF DIRECTORS’ NOMINEES.

– 9 –

– Information Regarding Director Nominees and Executive Officers –

INFORMATION REGARDING DIRECTOR NOMINEES AND EXECUTIVE OFFICERSInformation Regarding Director Nominees and Executive Officers

Each of our director nominees’ specific skills and experiences are included in the table below and described more fully in their individual biographies. Even though a particular skill may not be indicated below, our directors often have some level of experience in many of the areas listed.

Board Snapshot – Diverse Mix of Skills, Experience, and Background

Board Diversity

– 10 –

– Information Regarding Director Nominees and Executive Officers –

– 11 –

– Information Regarding Director Nominees and Executive Officers –

Director Nominees

Caren Mason

Director since June 2014

President and Chief Executive Officer since March 2015

Age 65

Background–. Ms. Mason was elected to STAAR’s Board of Directors at its 2014 Annual Meeting, and she has served as STAAR’s Chief Executive Officer since March 1, 2015. From 2010 to 2012, Ms. Mason served as Chief Executive Officer of Verinata Health, Inc. (f/k/a Artemis Health, Inc.), a provider of non-invasive prenatal genetic sequencing tests for the early identification of fetal chromosomal abnormalities. In February 2013, Verinata was acquired by Illumina. Ms. Mason served as the President, Chief Executive Officer and a Director of Quidel Corporation from 2004 to 2009, a publicly traded company engaged in the development, manufacturing and marketing of rapid diagnostic solutions at the professional point of care in infectious diseases and reproductive health. Prior to joining Quidel, Ms. Mason provided consultative services from 2003 to 2004 for Eastman Kodak Health Imaging as a result of the sale of MiraMedica, Inc., to Eastman Kodak. She served as President and Chief Executive Officer for MiraMedica, Inc., an early phase start-up developing computer aided detection software for breast cancer, from 2002 through 2003. Prior to her tenure with MiraMedica, Inc., Ms. Mason served as Chief Executive Officer of eMed Technologies of Lexington, Massachusetts, a teleradiology and picture archiving and communications systems business. Ms. Mason served as General Manager of the Women’s Healthcare business and as a General Manager in various capacities for the Services business of General Electric Healthcare from 1996 to 2000. Ms. Mason’s additional healthcare experience includes her tenure with Bayer AG/AGFA from 1989 to 1996 where she last held the positions of Senior Vice President for Bayer Corporate Health Care and Senior Vice President for the AGFA Technical Imaging Business Group. Ms. Mason began her career in healthcare with American Hospital Supply/Baxter Healthcare in sales, marketing and managerial roles from 1977 through 1988. Ms. Mason received her B.A. from Indiana University. Ms. Mason’s prior corporate governance experience includes both private and public boards with Verinata Health, eMed Technologies, MiraMedica and Quidel Corporation. She currently serves as a director on the Board of AdvaMed, a medical device trade association headquartered in Washington, D.C.,, and on the Advisory Board for InDevR, Inc., a biotechnology company in Boulder, Colorado developing diagnostic and vaccine technologies. 12

8 –

–Qualifications. The Board of Directors concluded that in addition to her broad healthcare background Information Regarding Director Nominees and medical device company expertise, Ms. Mason, STAAR’s Chief Executive Officer, should serve on its Board of Directors to provide a critical link between management and our Board. Before Ms. Mason became Chief Executive Officer, in 2014 the Board nominated her to serve as an independent director. Ms. Mason has nearly 35 years of senior executive experience at innovative healthcare, life sciences, diagnostic technology, and medical device companies.Officers –

Stephen C. Farrell

Director since January 2016

Age 54

Background. Mr. Farrell has served since 2011 as the Chief Executive Officer and a member of the Board of Directors of Convey Health Solutions, a private equity sponsored technology-enabled healthcare business process outsourcer. Also, since 2012 he has served as a member of the Board of Directors of BioTime, Inc., a clinical stage biotechnology company focused in the field of regenerative medicine. From 2008 to 2009, Mr. Farrell served as the Executive Vice President and Chief Financial Officer for Stream Global Services, a business process outsourcer. From 1999 to 2007, Mr. Farrell served as President of PolyMedica Corporation, a publicly traded provider of diabetes supplies that was acquired by Medco Health Solutions in 2007. From 2007 to 2014, he served as a member of the Board of Directors of Questcor Pharmaceuticals, a biopharmaceutical company that was acquired by Mallinckrodt PLC in 2014. Mr. Farrell spent five years as a Senior Manager at PricewaterhouseCoopers auditing leading public companies from 1994 to 1999. He received his B.A. from Harvard University and earned a M.B.A. at the University of Virginia, Darden School of Business.

Qualifications. The Board of Directors concluded that Mr. Farrell should serve on the Board of Directors because he brings significant operating, financial and board experience to STAAR. He has a strong knowledge of healthcare, having led PolyMedica and Convey Health Solutions, and having served as Chairperson of the Audit and Corporate Citizenship Committees for Questcor Pharmaceuticals and BioTime, Inc., and also would qualify as a financial expert. His expertise in healthcare distribution, accounting and financial stewardship will add a valuable skill set and strategic perspective to our Board.

John C. Moore

Director since January 2008

Age 75

Background. From December 2012 through December 2016, Mr. Moore served as a director and Chairperson of the Board of Directors of Optovue, Inc., an ophthalmic medical device company. Since May 2014 Mr. Moore has served as Chief Technical Officer of TearSolutions, L.L.C., an ophthalmic pharmaceutical company. Between April 2005 and January 2007, Mr. Moore served as Chief Executive Officer of Notal Vision, an Israel-based ophthalmic company that develops diagnostic solutions for the early detection and monitoring of age-related macular degeneration (AMD). Mr. Moore served as the President and Chief Executive Officer of Laser Diagnostic Technologies, a manufacturer of ophthalmic diagnostic laser devices used for the early detection of glaucoma, from 2000 until 2004 when it was acquired by Carl Zeiss Meditec, Inc. Before this, Mr. Moore was a vice president at Alcon Laboratories, one of the largest companies in the ophthalmic surgical sector, where he was responsible for pursuing and executing strategic acquisitions and partnerships to broaden that company’s product portfolio. Mr. Moore also spent more than 10 years in various leadership roles at Carl Zeiss, Inc., a multinational ophthalmic company with primary businesses in optics, medical, scientific and semiconductor products. Mr. Moore received his B.S. in General Science from University of Rochester.

Qualifications.– Mr. Moore’s extensive experience in the ophthalmic and medical device industries encompasses both large, well established companies and innovative start-ups. The Board of Directors concluded that Mr. Moore should serve on the Board of Directors because of his familiarity with relevant technical aspects of the ophthalmic industry and the challenges faced by emerging companies in the ophthalmic sector.13

9 –

– Information Regarding Director Nominees and Executive Officers –

– 14 –

– Information Regarding Director Nominees and Executive Officers –

–Throughout his tenure as a STAAR director, Mr. Moore has been an important resource for the Board of Directors, contributing valuable insights in numerous areas, including research 15 –

– Information Regarding Director Nominees and development and international operations in the medical device industry.Executive Officers –

Louis E. Silverman

Director since September 2014

Age 60

Background. Since February 2014, Mr. Silverman has served as the Chairperson and Chief Executive Officer of privately held Advanced ICU Care, Inc., a health care services company providing tele-ICU monitoring services to hospitals. From June 2012 through February 2014, Mr. Silverman served as a consultant and Board advisor for private equity investors and others regarding health care technology and health care technology service companies, and health care services portfolio investments. From September 2009 through June 2012, Mr. Silverman was Chief Executive Officer of Marina Medical Billing Services, Inc., a revenue cycle management company serving ER physicians nationally. Previously, from September 2008 through August 2009, Mr. Silverman served as President and Chief Executive Officer of Qualcomm-backed health care start-up LifeComm. From August 2000 through August 2008, Mr. Silverman served as the President and Chief Executive officer of Quality Systems, Inc., a publicly traded developer of medical and dental practice management and patient records software. From 1993 through 2000, he served as Chief Operating Officer of CorVel Corporation, a publicly traded national managed care services/technology company. Mr. Silverman earned a B.A. from Amherst College and an M.B.A. from Harvard Business School.

Qualifications. The Board of Directors concluded that Mr. Silverman should serve on the Board of Directors because he brings to the Board of Directors senior executive experience in leadership and corporate strategy from various healthcare technology and services companies.

William P. Wall

Director since September 2015

Age 56

Background. William P. Wall is the managing member of OQ Partners, LLC, a private investment firm based in Lexington, MA. Mr. Wall has served as a Director of Haynes International, Inc. since 2004 and is the Chairperson of the Corporate Governance and Nominating Committee and a member of the Audit Committee and Compensation Committee. Mr. Wall also served as a director of Front Yard Residential Corporation from March 2016 to March 2018. From February 2006 until June 2015, Mr. Wall served as general counsel of Abrams Capital Management, LLC, a value-oriented investment firm headquartered in Boston. Prior to joining Abrams Capital, Mr. Wall was a partner at a hedge fund for two years and was employed with Fidelity Investments for seven years, concluding as a Managing Director in its private investment group. Mr. Wall began his career as an Associate at the law firm of Ropes & Gray. Previously, Mr. Wall served as a director of various Abrams Capital and Fidelity portfolio companies, including Prime Motor Group, Nations Equipment Finance, Arena Brands, The Strober Organization and Eightfold Capital Management. Mr. Wall received his B.A. from the University of Massachusetts at Amherst, and an M.P.A. and J.D. from Harvard University.

Qualifications. The Board of Directors concluded that Mr. Wall should serve on the Board of Directors because his legal, investment and regulatory experience has and is expected to continue to support STAAR’s on-going growth and development.

Committee Composition:

Below is a summary of our committee structure and membership information as of the date of this Proxy Statement.

All of the directors listed in the chart are independent directors under the rules of the Securities and Exchange Commission and the Nasdaq Marketplace Rules,Stock Market, with the exception of Caren Mason, who serves as STAAR’s President and Chief Executive Officer. Former director John Moore qualified as independent during the period he served on the Board of Directors.

Executive Officers

DeborahDr. Scott Barnes

Chief Medical Officer

Age 60

Dr. Barnes joined STAAR in October 2017 as Chief Medical Officer. Dr. Barnes joined STAAR after a distinguished 30-year career with the military, retiring at the rank of Colonel in September 2017. From 2004 to 2017, Dr. Barnes served as Chief of Ophthalmology Services, Womack Army Medical Center, Fort Bragg, North Carolina. Soon after he joined Womack, he was asked to serve as the theater ophthalmology consultant and surgeon in Iraq and Afghanistan during 2005. In 2008, Colonel Barnes was awarded the Army Surgeon General's A designator, similar to the level of professor at a civilian institution. Dr. Barnes began his medical career in 1986 as a research assistant in the Department of Genetics, Harvard Medical School/Children's Hospital in Boston and in 1991 became a general surgery intern at William Beaumont Army Medical Center. He went on to become a Special Forces (“Green Beret”) Battalion and Group Surgeon as well as the Deputy Surgeon for the US Army Special Operations

– 16 –

– Information Regarding Director Nominees and Executive Officers –

Command. He completed an ophthalmology residency at the Wilford Hall/Brooke Army Medical Center in San Antonio, Texas in 1998. Colonel Barnes held numerous ophthalmology positions at a number of military bases and was asked to serve as the Deputy Commander for Clinical Services for all combat trauma, medical, veterinary, and dental care in Afghanistan during a 13-month deployment in 2011 to 2012. Dr. Barnes has given more than 200 presentations and lectures as well as led over 30 ophthalmology or refractive surgery research projects. He has been awarded Speaker of the Day at the Royal Hawaiian Eye Meeting ten times as well as numerous other awards and honors at industry meetings. In addition to earning his Bachelor of Arts degree from Wheaton College, and his doctorate degree from Northwestern University Medical School in Chicago, Dr. Barnes' post-doctoral training includes a Cornea Fellowship at the Massachusetts Eye and Ear Infirmary/Harvard Medical School in Boston.

Hans-Martin Blickensdoerfer

Senior Vice President, Commercial Operations, Direct Markets Europe and China

Age 57

Mr. Blickensdoerfer, who joined STAAR in January 2005, has over 20 years’ experience in the ophthalmic device industry. Initially, he served as STAAR’s Vice President, International Marketing from 2005 to 2010, then from 2011 through 2015 he served as President, Europe, Middle East, Africa and Latin America. In 2016, he became Senior Vice President, Commercial Operations for Europe, Middle East, Africa, Latin America and China. In 2017, he became Senior Vice President, Commercial Operations for Direct Markets, Europe, and China. Prior to joining STAAR, Mr. Blickensdoerfer served from January 2003 through December 2004 as Vice President of Sales and Marketing for Milvella Ltd., an Australia-based medical device maker, where his duties included both regional and worldwide business planning, product launches and management of European clinical studies. He worked from 2000 through 2002 for Novartis-CIBA Vision, an ophthalmic surgical company, as the Commercial Director for Europe, the Middle East and Africa. Between 1997 and early 2000 he worked for the Ophthalmic Surgical Division of Bausch & Lomb, Inc. as its Area Sales Manager for Central and Eastern Europe. Prior to that time, he worked in sales and product management positions in the Ophthalmic Surgical Division of Chiron Vision and at Chiron Adatomed GmbH. Mr. Blickensdoerfer received his diploma in Marketing and International Management from the University of Mannheim in Germany. He is based in our Nidau, Switzerland facility.

James Francese

Senior Vice President, Commercial Operations, North America and APAC

Age 57

Mr. Francese joined STAAR in 2012 as Vice President, Global Marketing. In 2016 he assumed the role of Senior Vice President, Commercial Operations, North America and APAC. Mr. Francese has 30 years of experience in ophthalmology, including 14 years marketing surgical products with Abbott Medical Optics (AMO), formerly Advanced Medical Optics and Allergan. During his time at AMO from 1990 to 2012, Mr. Francese held several positions of executive level responsibilities, including Head of Marketing, Americas for all surgical, refractive and corneal products, Head of Global Corneal Marketing responsible for all consumer products, and V.P. of Asia Pacific Region where he had full P&L responsibility for cataract and refractive during his tenure. He received his Bachelor of Science degree from Cornell University, Master of Science degree from the University of Washington and Master of Business Administration degree from the University of Southern California.

– 17 –

– Information Regarding Director Nominees and Executive Officers –

Samuel Gesten

Chief Legal Officer and Corporate Secretary

Age 60

Mr. Gesten joined STAAR in April 2012 as Vice President, General Counsel and Secretary. In May 2014, he assumed the role of Vice President of Business Development and Chief Legal Officer. In addition to these roles, Mr. Gesten serves as Chief Compliance Officer. From 2009 through 2011, he served as Executive Vice President, General Counsel and as a member of the Executive Committee of Allergan, Inc. Prior to that, he spent 11 years at Thermo Fisher Scientific Inc. in a variety of positions, including General Counsel and Assistant Secretary of the Laboratory Products Group and Vice President, Deputy General Counsel. Prior to his work at Thermo Fisher, Mr. Gesten spent 11 years practicing law. He holds a B.A. in Economics from Brandeis University and a J.D. from Boston University.

Dr. Keith Holliday

Chief Technology Officer

Age 59

Dr. Keith Holliday joined STAAR in August 2015 as Vice President of Research and Development. In March 2017, he assumed the role of the Chief Technology Officer. From 2007 to his arrival at STAAR, he served as Vice President, Research and Development at ReVision Optics where he oversaw the development of their corneal inlay technology that includes a hydrogel inlay for presbyopia correction, delivery devices and clinical methodologies as well as managing first-in-man clinical studies. Previously, he was Director of Laser Technology at Advanced Medical Optics (AMO) and Staff Laser Scientist at VISX. Prior to joining VISX, Dr. Holliday worked primarily in academia. He obtained his first degree in Physics and Electronics from the University of Saint Andrews in Scotland and a Ph.D. from the Laser Physics Centre at the Australian National University. He spent three years at the Swiss Federal Institute of Technology, where he was primarily involved with the utilization of optically active polymers and crystals, to develop materials and techniques for very high density, holographic optical storage and computational systems. Dr. Holliday holds patents in excimer laser beam detection, control and profiling, and methods to correct presbyopia that synergistically take into account the epithelium’s response to corneal inlays, and he has also authored 37 peer reviewed publications in the scientific literature plus two book chapters and one single-authored book. He is considered an expert on presbyopia and served as a committee member for the International Society of Presbyopia.

Patrick Williams

Chief Financial Officer

Age 6149

Ms. Andrews has servedMr. Williams joined STAAR in July 2020 as Chief Financial Officer since September 2017. From April 2017 to September 2017 sheOfficer. He brings over 20 years of financial and operational management experience with public companies. Mr. Williams was most recently at Sientra, Inc., a medical aesthetics company where he initially served as STAAR’s interimthe Chief Financial Officer.Officer before transitioning to the General Manager of the miraDry® business unit. Prior to that, from September 2013 to April 2017, she served as Chief Accounting Officer. From August 2005 to September 2013 she served as STAAR’s Vice President,Sientra, Mr. Williams was Chief Financial Officer. She has been employed by STAAR since 1995, serving as Principal Financial Officer from April 2005 to August 2005, Global Controller from 2001 to 2005, Vice President, Finance, of STAAR Surgical AG (Switzerland) from 1999 to 2001, and Assistant Controller from 1995 to 1999. She previously served as an internal auditor for Bourns,ZELTIQ Aesthetics, Inc., a maker of electronic components, from 1994 to 1995, and an auditor for KPMG Peat Marwick from 1991 to 1994. Since April 2014 shepublicly-traded medical device company that was acquired in 2017. Mr. Williams has also served on the Board of Directors and Audit and Compensation Committees of BioTime, Inc. Ms. Andrews earned her B.S. in Accounting from California State University, San Bernardino.

Hans-Martin Blickensdoerfer

Senior Vice President, Commercial Operations, Direct Markets Europe and China

Age 54

Mr. Blickensdoerfer, who joined STAAR in January 2005, has over 20 years’ experience in the ophthalmic device industry. Initially, he served as STAAR’s Vice President, International Marketing from 2005 to 2010, then from 2011 through 2015 he served as President, Europe, Middle East, Africa and Latin America. In 2016, he became Senior Vice President, Commercial Operations for Europe, Middle East, Africa, Latin America and China. In 2017, he became Senior Vice President, Commercial Operations for Direct Markets, Europe, and China. Prior to joining STAAR, Mr. Blickensdoerfer served from January 2003 through December 2004 as Vice President of Sales and Marketing for Milvella Ltd.at NuVasive, Inc., an Australia-baseda San Diego-based medical device maker, where his duties included both regionalcompany, in strategy, finance and worldwide business planning, product launchesinvestor relations roles. Mr. Williams received a MBA in Finance and managementManagement from San Diego State University and a Bachelor of European clinical studies. He worked from 2000 through 2002 for Novartis-CIBA Vision, an ophthalmic surgical company, as the Commercial Director for Europe, the Middle East and Africa. Between 1997 and early 2000 he worked for the Ophthalmic Surgical Division of Bausch & Lomb, Inc. as its Area Sales Manager for Central and Eastern

11

Europe. Prior to that time, he workedArts in sales and product management positions in the Ophthalmic Surgical Division of Chiron Vision and at Chiron Adatomed GmbH. Mr. Blickensdoerfer received his diploma in Marketing and International ManagementEconomics from the University of Mannheim in Germany. He is based in our Nidau, Switzerland facility.

Samuel Gesten

Chief Legal Officer and Secretary

Age 57

Mr. Gesten joined STAAR in April 2012 as Vice President, General Counsel and Secretary. In May 2014, he assumed the role Vice President of Business Development and Chief Legal Officer. In addition to his roles as Chief Legal Officer and Secretary, Mr. Gesten serves as Chief Compliance Officer. From 2009 through 2011, he served as Executive Vice President, General Counsel and as a member of the Executive Committee of Allergan, Inc. Prior to that, he spent 11 years at Thermo Fisher Scientific Inc. in a variety of positions, including General Counsel and Assistant Secretary of the Laboratory Products Group and Vice President, Deputy General Counsel. Prior to his work at Thermo Fisher, Mr. Gesten spent 11 years practicing law. He holds a B.A. in Economics from Brandeis University and a J.D. from Boston University.

Dr. Keith Holliday

Chief Technology Officer

Age 56

Dr. Keith Holliday joined STAAR in August 2015 as Vice President of Research and Development. In March 2017, he assumed the role of the Chief Technology Officer. From 2007 to his arrival at STAAR, he served as Vice President, Research and Development at ReVision Optics where he oversaw the development of their corneal inlay technology that includes a hydrogel inlay for presbyopia correction, delivery devices and clinical methodologies as well as managing first-in-man clinical studies. Previously, he was Director of Laser Technology at Advanced Medical Optics (AMO) and Staff Laser Scientist at VISX. Prior to joining VISX, Dr. Holliday worked primarily in academia. He obtained his first degree in Physics and Electronics from the University of Saint Andrews in Scotland and a Ph.D. from the Laser Physics Centre at the Australian National University. He spent three years at the Swiss Federal Institute of Technology, where he was primarily involved with the utilization of optically active polymers and crystals, to develop materials and techniques for very high density, holographic optical storage and computational systems. Dr. Holliday holds patents in excimer laser beam detection, control and profiling, and methods to correct presbyopia that synergistically take into account the epithelium’s response to corneal inlays, and he has also authored 37 peer reviewed publications in the scientific literature plus two book chapters and one single-authored book. He is considered an expert on presbyopia and served as a committee member for the International Society of Presbyopia.California, San Diego.

– 18 –

COMPENSATION OF DIRECTORS

Non-employee directors were compensated for 20182021 service as follows:

12

The cash retainers shown above are consistent with the cash compensation program approved by shareholders at the 2019 Annual Meeting. In March 2018, followingApril 2021, the Compensation Committee engaged a compensation consultant from Radford, an AON Hewitt company, to review ofdirector and officer compensation, provide benchmark data concerning non-employee director compensation of ourand recommendations. In June 2021, Radford proposed a new peer group our Board approvedfor the following changesCorporation, based on the Corporation’s revenue growth and increased market capitalization, among other things. The Radford data supported increasing the annual equity compensation to the compensation program for non-employee directors: (i) an increase in the base annual cash retainer for non-employee directors from $40,000the current cash-value of $125,000 to $50,000, effective April 6, 2018;$180,000. The Compensation Committee recommended, and (ii)the Board approved, an increase in the annual non-employee director equity grant fromto non-employee directors to $180,000, with the additional $55,000 awarded in the form of a fair market value of $100,000 to a fair market value of $110,000, as ofrestricted stock grant contingent upon shareholder approval at the date of grant. In accordance with these changes, each non-employee director was granted one or more equity awards with a fair market value of approximately $10,000 on March 15, 2018.  Our shareholders approved these changes to our director compensation program at our 20182022 Annual meeting with nearly 98% of the votes cast.Shareholders Meeting.

Each non-employee director annually chooses the form of equity he or she receives based on a Black Scholes value of stock options or the fair value of restricted stock on the date of grant. The $110,000$125,000 annual option and restricted stock awards were made on June 14 2018,24, 2021, and are scheduled to vest in full on the earlier of the first anniversary of the grant date or the date of our next annual meeting of stockholdersshareholders to elect directors. The contingent $55,000 restricted stock awards were made on June 24, 2021, and are scheduled to vest at the 2022 Annual Shareholders Meeting if approved by shareholders. Equity grants are awarded pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan (referred to herein as the Plan). Under the Plan, the total grant date fair value of equity-based awards granted to a non-employee director during any calendar year may not exceed $500,000.

The Board of Directors can change the compensation of directors at any time.  As part of this Annual Meeting, the Board

– 19 –

– Compensation of Directors is seeking approval by stockholders on a non-binding advisory basis to its proposal to (i) increase the annual equity grant to non-employee directors from a fair market value of $110,000 to $125,000, on the date of grant, and (ii) increase the annual retainer for the Chair of the Board from $25,000 to $40,000 (See, Proposal No. 3).–

2018

2021 Director Compensation

The table below summarizes the fiscal 20182021 compensation of each non-employee director, including fees earned or paid in cash, restricted stock awards and stock options.

13

– 20 –

CORPORATE GOVERNANCE

Since our 20182021 Annual Meeting of Stockholders,Shareholders, we have had ongoing dialogdialogue with a number of our investors, representing approximatelyover 50% of shares outstanding, on a variety of topics including a variety of governance and operational enhancements.operations.

Director Resignation Policy for Uncontested Election of Directors

In an uncontested election of directors (i.e., an election where the only nominees are those recommended by the Board of Directors), any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to the Board of Directors following certification of the election results. Within 60 days following the certification of the election results, the Board of Directors, excluding the nominee or director in question, will decide, through a process managed by the Nominating and Governance Committee, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board of Directors, the Board of Directors shall accept the resignation. The Board of Directors will promptly disclose its decision to accept or reject the tendered resignation, which disclosure shall include, if the tendered resignation is rejected, a summary of the reasons underlying its decision to reject the tendered resignation. The Board of Directors believes that this process enhances accountability to stockholdersshareholders and responsiveness to stockholders’shareholders’ votes, while allowing the Board appropriate discretion in considering whether a particular director’s resignation would be in the best interests of the Company and our stockholdersshareholders in limited circumstances.

Special Meeting of StockholdersShareholders

Our Bylaws provide that a special meeting of stockholdersshareholders (i) may be called, for any purpose or purposes, by the Board of Directors, the ChairpersonChair of the Board, or the President, and (ii) shall be called by the Secretary if appropriately requested by a person (or group of persons) beneficially owning in the aggregate at least 35% of the Company’s outstanding shares of common stock.

Stock Ownership Guidelines

To further align the interests of our non-employee directors and our executive officers, in April 2019 the Board of Directors adopted revised and expanded guidelines relating to stock ownership. The Guidelines provide that non-employee directors are required, within four years of a non-employee director first joining the Board of Directors, to own a number of shares of our common stock equal in value to three times (3x) their base annual cash retainers, not including amounts received for service on committees. Our Chief Executive Officer is required to own a number of shares of our common stock equal in value to three times (3x) his or her annual base salary, and our other executive officers are required to own a number of shares of our common stock equal in value to their annual base salaries, within four years from date of hire or promotion. For purposes of these stock ownership guidelines, ownership of our common stock includes (i) shares owned outright, (ii) shares owned by immediate family members residing in the same household, and (iii) shares held in trust for the benefit of the non-employee director or executive officer or their immediate family members residing in the same household, and (iv) vested and unexercised “in-the-money” stock options held by the non-employee director or executive officer.household. From time to time the Board of Directors will consider and may reset the level of stock ownership that it considers appropriate for these Guidelines.

Code of Business Conduct and Ethics

STAAR has adopted a Code of Business Conduct and Ethics applicable to the principal executive officer and senior financial executives, including the Chief Financial Officer and the controller of STAAR, as well

– 21 –

– Corporate Governance –

as all employees and directors of STAAR. The Code of Business Conduct and Ethics is published on our website, at www.staar.com, under “Investor Information—Corporate Governance.” We intend to disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct and Ethics applicable to senior executives on our website.

In 2019, we adopted a Supplier Code of Conduct, which extended our standard terms and conditions which require all suppliers to comply with applicable laws.  The Supplier Code of Conduct specifically references, among other things, the requirement of compliance with laws pertaining to prohibition of the use of child labor or any form of forced labor, slavery, or human trafficking. It requires suppliers to support the right of workers to join associations and engage in collective bargaining. It requires suppliers to work within applicable laws and regulations in regards to work hours, fair compensation, and benefits. Also, it requires suppliers to have a zero-tolerance policy towards abuse, discrimination, and harassment, and support and provide a healthy, safe, and sanitary work environment. In 2022, we revised the Supplier Code of Conduct to, among other things, include certain standards from The International Labour Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work.

14

Prohibition on Hedging Shares

STAAR’s global Anti-Hedging Policy prohibits any director, officer or employee subject to its terms from entering into short sales or derivative transactions, such as forward contracts or collars, to hedge or offset their economic exposure to STAAR shares.

Board Evaluations

The Board, under the direction of the Nominating and Governance Committee, conducts a self-evaluation of performance at least annually.  The Board uses the results of this process to determine the appropriate size and composition for the Board and each committee, including skills, background and experience.  The self-evaluation also assists in determining the areas of focus for the Board at future meetings.

Board of DirectorsDirectors’ Leadership Structure

Since 2005 the Board of Directors has kept the positions of Chief Executive Officer and ChairpersonChair of the Board separate and followed a policy that the ChairpersonChair of the Board shall be an independent director. The Board of Directors believes that this separation of roles serves the interests of our stockholdersshareholders at this time.time, as it provides independent Board leadership and allows our Chief Executive Officer to focus on her duties in managing the day-to-day operations of the Company.

Board of Directors’ Role in Risk Oversight

The Board of Directors is charged with general oversight of the management of STAAR’s risks. Our management team is responsible for enterprise risk management on a day-to-day basis. The role of our Board of Directors and its committees is to oversee the risk management activities of management. When reviewing STAAR’s strategy, business plan, budgets and major transactions the Board of Directors continuously examines the elements of risk in each proposed activity. For example, the Board of Directors periodically reviews with management the Company’s activities to address cyber-risk.cyber-risk and other information security and privacy issues, and the actions the Company is taking to mitigate such risks. These activities include implementing industry-recognized practices for protecting systems, third-party monitoring of certain systems, periodic third-party audits, cyber security training for employees and purchasing cyber insurance. These activities and investments have helped the Company avoid paying any security breach penalties and legal settlements over the past four years. Since 2020, the Board of

– 22 –

– Corporate Governance –

Directors has been monitoring the impact of COVID-19 on matters such as employee safety and business continuity via Board meetings and informal dialogues with management. Since 2021, the Board of Directors has been monitoring the company’s plans and activities related to ESG (environmental, social, and governance) matters via Board meetings and informal dialogues with management. In 2021, ESG matters were discussed at each regularly scheduled Board of Directors meeting. Each of the Board of Directors’ standing committees assists the Board of Directors in overseeing the management of risk in the area overseen by the committee. In particular, the Audit Committee assists the Board of Directors by reviewing periodic reports from management on the risks related to such matters as financial reporting, internal controls, revenue recognition, treasury management, information technology, insurable risks, and compliance with legal and regulatory requirements. The Compensation Committee oversees risks related to our compensation programs and policies. The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and succession planning for our directors.

Recoupment Policy

This policy includes standards for seeking the return, or “claw-back,” of bonus compensation paid to the Chief Executive Officer or Chief Financial Officer in certain circumstances following a restatement of STAAR’s financial statements. The policy provides that if the relevant officer is adjudicated to have engaged in intentional misconduct or fraud, and the Board of Directors determines that the wrongful conduct directly or indirectly made the restatement necessary, we will seek reimbursement of any excess incentive award or bonus paid on the basis of financial performance. The excess incentive award that may be recovered is the difference, if any, between the amount actually paid to the relevant officer and the amount that would have been paid to the officer had the incentive award been calculated based on the financial statements as restated. The claw-back cannot be sought if more thanhas a five years have elapsed since theyear look-back period based on payment of the affected award or bonus or following a change in control.

Sustainability

We are mindful of stakeholder concerns regarding social and environment-related matters. We seek to achieve our corporate goals in an ethical and sustainable manner. Our most recent Sustainability Report, drafted consistent with the Sustainability Accounting Standards Board (SASB) framework of sustainability topics for medical equipment and supplies companies, is available in the Investor Resources section of our website (www.staar.com). Among the highlights of our activities in 2021 are the following:

– 23 –

– Corporate Governance –

Our Annual Report on Form 10-K filed on February 23, 2022 contains our Human Capital Management information. Management regularly reports to the Board of Directors regarding ESG-related matters to assist the directors with oversight of such matters.

Compensation Policies and Practices Related to Risk Management

STAAR’s Compensation Committee and Board of Directors have analyzed and continue to monitor whether STAAR’s compensation practices with respect to executive officers or any of its employees create incentives for risk-taking that could harm STAAR or its business. The Compensation Committee and the Board of Directors have determined that STAAR’s compensation practices and policies do not create any risk that is reasonably likely to have a material adverse effect on STAAR.

15

Meetings of the Board of Directors

The Board of Directors held sevenfive meetings during 2018.2021. During 2018,2021, each director attended more than 75% of the total number of Board of Directors meetings and meetings of the committees on which they then served.served (during the period he or she served). In addition to Board of Directors meetings, directors are kept informed of our business through personal meetings and other communications, including telephone and electronic contacts with our Chief Executive Officer and others regarding matters of interest and concern to us and our stockholders.shareholders. Independent directors meet when they deem necessary in an executive session without management and at such other times as may be requested by any independent director.

It is the policy of STAAR to requirethat members of the Board of Directors to attend the Annual Meeting of stockholders,shareholders, if practicable. All seven of our then serving incumbent directors attended the 20182021 Annual Meeting of stockholders.shareholders.

Committees

The Board of Directors has three standing committees: an Audit Committee, a Nominating and Governance Committee, and a Compensation Committee. The Board of Directors has adopted a written charter for each committee to provide for its organization and procedures and to delegate requisite authority for the committee to carry out its purposes.     

Nominating and Governance Committee

The principal purposes of the Nominating and Governance Committee (the “Nominating and Governance Committee” or the “Committee”) are to help ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to stockholdersshareholders and STAAR, and that STAAR has and follows appropriate governance standards. To carry out these purposes, in accordance with its written charter, the Committee periodically does the following:

– 24 –

– Corporate Governance –

In addition to the candidates proposed by the Board of Directors or identified by the Committee, the Committee considers candidates for director suggested by our stockholdersshareholders in accordance with the procedures described in the Questions and Answers section in response to the question: “Can stockholdersshareholders propose individuals to be considered as nominees for the 20192023 Annual Meeting?” StockholderShareholder nominations that comply with those procedures and that meet the criteria outlined below will receive the same consideration that the Committee’s nominees receive. In the future, the Committee may also engage a recruiting firm to identify director candidates.

The process for evaluating prospective nominees for director, including candidates recommended by stockholders,shareholders, includes meetings from time to time to evaluate biographical information and background material relating to prospective nominees, interviews of selected candidates by members of the Nominating and Governance Committee and other members of the Board, and application of our general criteria for director nominees set forth in our Guidelines on Significant Corporate Governance Issues. These criteria include, among other things, the prospective nominee’s integrity, business or other experience and expertise, and independence.

In selecting nominees for the Board of Directors, the Committee evaluates the general and specialized criteria set forth above, identifying the relevant specialized criteria prior to commencement of the recruitment process, considers previous performance if the candidate is a candidate for re-election, and generally considers the candidate’s ability to contribute to the success of STAAR. The Nominating and Governance Committee believes that differences in background, professional experiences, education, skills and viewpoints will enhance the performance of the Board of Directors. The Company has not implemented a formal policy with respect to the consideration of diversity for the composition of the Board of Directors. However, the Nominating and Governance Committee and the Board of Directors believe that a diverse board leads to improved performance by encouraging new ideas, expanding the knowledge base available to management and other directors and fostering a culture that promotes innovation and

16

vigorous deliberation. In considering nominees for service on the Board of Directors, the Nominating and Governance Committee takes into consideration the diversity of professional experience, background, viewpoints, and skills of the current and prospective members of the Board of Directors. Examples of this include diversity of management experience, financial expertise, medical device industry experience, international experience, gender, ethnicity, and educational background. As described in our Guidelines on Significant Corporate Governance Issues, as part of the search process for each new director, the Nominating and Governance Committee actively seeks out women and members of underrepresented communities as candidates to include in the pool from which Board nominees are chosen. The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities, and assesses the effectiveness of this goal during the Board’s annual evaluation. The Nominating and Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board of Directors, and applicable regulations (such as recently enacted legislation in California which requires exchange listed-companies headquartered in California to have a minimum of two women on boards with five members, and three women on boards with six or more members, by the end of July 2021).

The Board of Directors’ nominees for the Annual Meeting have been recommended by the Committee and have been nominated by the Board of Directors. The Committee received no formal stockholdershareholder recommendations of candidates for election at the 20192022 Annual Meeting.

The current members of the Nominating and Governance Committee are William P. Wall,Dr. Gilbert H. Kliman, who serveshas served as chair, Stephen C. Farrell andChair since July 2020, Louis E. Silverman.Silverman, Dr. Elizabeth Yeu, and Dr. K. Peony Yu. Each member of the Nominating and Governance Committee is “independent” as that term is defined under the Listing Rules of the NASDAQNasdaq Stock Market. During 2018,2021, the Nominating and Governance Committee held four meetings.met three times.

– 25 –

– Corporate Governance –

Compensation Committee

Under its written charter, the principal duties of the Compensation Committee are to help ensure that STAAR’s compensation of its senior executivesexecutive officers satisfies the following principal requirements:

The Compensation Committee makes recommendations to the Board of Directors on all decisions forelements of the total direct compensation of the named executive officers of STAAR, including base salary, annual bonus, long-term equity compensation and perquisites. The Compensation Committee also generally approves company-wide pay increases and discretionary compensation that may be allocated to non-executive employees by management. The Committee also administers STAAR’s equity plan. The Committee may delegate authority to subcommittees or Committee members.  

The current members of the Compensation Committee are Louis E. Silverman, who serves as chair, JohnStephen C. MooreFarrell, Thomas G. Frinzi, and William P. Wall.Dr. Elizabeth Yeu. Each current member of the Compensation Committee is “independent” as that term is defined under the Listing Rules of the NASDAQNasdaq Stock Market. During 2018,2021, the Compensation Committee held three meetings.

Role of Compensation Consultant

The Compensation Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of director, Chief Executive Officer or senior executive compensation. The Compensation Committee periodically consults with Radford, an Aon Hewitt business unit, regarding a variety of topics including but not limited to the amount and form of executive and non-employee director compensation. The Compensation Committee has assessed the independence of Radford considering the factors set forth in applicable SEC rules and the Listing Rules of the NASDAQNasdaq Stock Market and has concluded no conflicts of interest were raised by the work performed by Radford.Radford, an Aon Hewitt business unit. In 2018,April 2021, the Compensation Committee engaged a compensation consultant from Radford to conduct a comprehensive review of the Corporation’s compensation program concerning non-employee directors, officers and other members of management, in relation to various peer groups.provide benchmark data and recommendations.

17

Audit Committee

The principal duties of the Audit Committee are to oversee (i) the quality and integrity of STAAR’s financial statements, (ii) the qualifications and independence of STAAR’s independent registered public accounting firm, and (iii) the performance of STAAR’s Internal Audit Department and STAAR’s independent registered public accounting firm. The Committee communicates with management throughout the year to help it assess the performance of STAAR’s independent registered public accounting firm for consideration of re-engagement in future years.

The current members of the Audit Committee are Stephen C. Farrell who serves as chair, John C. Moore,Thomas G. Frinzi, Dr. Gilbert H. Kliman, and William P. Wall.Dr. K. Peony Yu. Each member of the Audit Committee is “independent” as that term is defined under the Audit Committee rules of the SEC and the Listing Rules of the NASDAQNasdaq Stock Market. STAAR has determined that Messrs.Mr. Farrell and Wall each qualifyqualifies as an “audit committee financial expert” under the rules of the SEC. In 2018,2021, the Audit Committee met fivefour times.

Special Offering Committee

In 2018, the Board of Directors created a special committee to review and oversee a secondary offering of STAAR equity. The Board of Directors appointed Mr. Wall and Ms. Mason to serve on the committee.  The Board of Directors agreed to compensate Mr. Wall for his services as chair of the special committee. Upon completion of the offering in August the Board of Directors dissolved the special committee.

StockholderShareholder Communications with Directors

StockholdersShareholders may communicate with the chairpersonchair of the Board of Directors, the chairpersonchair of our Audit Committee or the chairpersonchair of our Nominating and Governance Committee, or with the Board of Directors as a group, by

– 26 –

– Corporate Governance –

writing to such persons c/o Office of the Secretary, STAAR Surgical Company, 25651 Atlantic Ocean Drive, Lake Forest, California, 92630.

The corporate Secretary distributes communications directed to the Board of Directors or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors should be excluded, such as the following:

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is excluded must be made available to any outside director upon request.

– 27 –

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in STAAR’s Proxy Statement for 2019.2022.

The Compensation Committee

Louis E. Silverman (Chairperson)(Chair)

JohnStephen C. MooreFarrell

William P. WallThomas G. Frinzi

April 29, 2019Elizabeth Yeu, M.D.

18[*], 2022

– 28 –

COMPENSATION DISCUSSIONDISCUSSION AND ANALYSIS

General

The following Compensation Discussion and Analysis describes the material elements of compensation for the named executive officers identified in the compensation tables and related disclosures below.

The Compensation Committee of the Board of Directors, to which we refer in this discussion as the “Committee,” makes recommendations to the Board of Directors for the total direct compensation including the base salary, annual bonus, long-term equity compensation and perquisites of our named executive officers. Both the Board of Directors and the Committee exercise independent review in making judgments regarding executive compensation.

In 2018,2021, our named executive officers were:

Our 2018 key accomplishments in 2021, despite continued COVID headwinds, included:

– 29 –

– Compensation Discussion and Analysis –

Compensation Program Objectives and Rewards

Compensation Philosophy and Process. The Company is dedicated to pursuing a mix of near, medium, and longer-term business objectives designed to build and increase stockholdershareholder value. Our Board and Compensation Committee have sought to establish a compensation program that incentivizes and rewards our management team for achieving or exceeding corporate financial and non-financial goals and also individual objectives. In the Committee’s deliberations on the Company’s compensation programs, management, other than the Chief Executive Officer, is involved only to the extent of providing Company performance and market information. Our Chief Executive Officer does not participate in the determination of her own compensation, but she joins with the full Board of Directors in the determination of compensation of other named executive officers.

19

The Committee and management periodically review the Radford Global Life Sciences Surveys as well as benchmark data regarding our peer group. This data is used to assess the general competitiveness of our recruiting and compensation programs, and to assist the Committee and the Board of Directors in making compensation decisions. From late 2018 through early 2019,In April 2021, the Compensation Committee engaged the services ofa compensation consultant from Radford, a third-party consulting firm,an AON Hewitt company, to conduct a comprehensive benchmark study regarding ourreview non-employee director and executive officer compensation, program.  Over the past several years ourprovide benchmark data and recommendations. In June 2021, Radford proposed a new peer group established in 2013, has diminished as several of those peer group companies were acquired or merged withfor the Corporation, based on the Corporation’s revenue growth and increased market capitalization, among other companies. During this time of industry consolidation, STAAR has also grown significantly.  Thus,things. Based on Radford’s recommendations, we also engaged Radford to review and make recommendations for updating our peer group.  We will commencecommenced using an updated peer group, with a larger set of companies, for compensation purposes in 2019.2021.

The 2018previous peer group which was originally recommended by Radford in 2013 was chosen on the basis of industry (medical devices), revenue (between .25x and 4.0x our revenue in 2013), and market capitalization (between .25x and 4.0x our market cap in 2013). These companies were subsequently reviewed and recommended by the Committee and approved by the Board of Directors. Several companies in the original peer group are no longer included due to certain merger and acquisition activities in the industry. The members of our peer group for 2018 were:

The 2019 peer group recommended by Radford was selected from U.S. based medical device companies with market capitalizations between $550M$550 million and $5.5B$5.5 billion and revenue generally between $75M$75 million and $450M.  The$450 million.  In 2019, the Committee accepted Radford’s recommended revised peer group and the Board of Directors approved the Committee’s recommendation. OurThat peer group used for setting 2019 compensation consisted of the following companies:

We use our

– 30 –

– Compensation Discussion and Analysis –

The 2021 peer group recommended by Radford was selected from U.S. based medical device companies with market capitalizations between $1.5 billion and $15 billion and revenue generally between $100 million and $600 million. The Committee accepted Radford’s recommended revised peer group and the Board of Directors approved the Committee’s recommendation. Our peer group used as one element of setting 2021 compensation consisted of the following companies:

We additionally use peer group data as part of reviewing the overall appropriateness and competitiveness of our executive compensation program.

Recent retention and recruitment challenges for high-performing executives suggested that our compensation structure was not sufficiently competitive. The Committee assessed benchmark data and recommendations from Radford in 2021 and determined that it was in the company’s best interests to adjust the compensation program mid-year to support retention and recruitment efforts. Commencing with the second half of 2021, the Committee’s objective is to structure compensation policies and decisions based on (a) overall Company performance, (b) a target base salary at or near the 50^th75th percentile of our peer companies and other industry benchmark data, and (c) a target for total target compensation, consisting of base salary, cash bonus potential and long-term equity incentives, at or nearbetween the 50^th – 75^th percentile of our peer companies and other industry benchmark data with the potential to reach higher levels based on the Company’s financial performance and achievement of Board-approved pre-established metrics, if applicable. The Committee determined, after assessing Radford’s benchmark data and recommendations, to target base salary at or near the 75^th percentile of our peer companies and total target compensation between the 50^th -75^th percentile based on an analysis of our peers’ compensation levels, reflecting the experience, leadership, specialized skill sets and sustained performance of our executive team.

20182021 Results of Advisory Vote to Approve Compensation of Named Executive Officers. At our Annual Meeting held on June 13, 2018 stockholders24, 2021 shareholders representing approximately 98%97% of the votes cast on the proposal approved the compensation of our named executive officers. Given the strong support shown, we did not make any changes to the structure of our executive compensation program as a result of this vote.

Elements of Compensation

The elements of compensation that may be earned by our named executive officers include base salary, annual cash bonus, and equity compensation. All components of each named executive officer’s compensation are annually reviewed in the context of company performance and individual performance.

20Compensation Mix

Base Salaries. The Committee, with input from the Chief Executive Officer, reviews, considers and approves base salaries at a level expected to attract and retain the executives the Company needs to achieve its plans. The Board of Directors generally reviews base salaries in the first quarter of each year and approves any changes based upon company performance, market data, executive performance, scope of responsibility, and past and potential contribution to our business. For 2018,2021, named executive

– 31 –

– Compensation Discussion and Analysis –

officer salaries increased 2-4%3% over 20172020 levels, consistent with base salary increases company-wide and industry-wide. Commencing on September 1, 2021, based on Radford’s compensation recommendations, certain named executive officer salaries increased 0-23% over then-current 2021 levels, consistent with the 50^th-75^th percentile of the Company’s new peer group.

Annual Cash Bonuses. A material element of each named executive officer’s compensation is the opportunity to earn annual performance-based cash bonuses, which are earned based upon achievement of specific corporate financial and non-financial objectives. The Board of Directors has exclusive authority, acting on the recommendation of the Committee, to approve bonuses for our named executive officers based on performance against these criteria.

For 2018,2021, the Committee and the Board of Directors approved ana 2021 Incentive Bonus Plan (“2021 Bonus Plan”) that was designed to be funded in whole or in part based on STAAR meeting or exceeding specific revenue, earnings per share (“EPS”),EPS, and quarterly as well as year-end cash-on-hand metrics and also meeting specific non-financial objectives. Togross margin metrics. As in prior years, to allow for an accurate year-over-year comparison, and in recognition that over 90% of our revenue is generated outside the U.S., the Board of Directors in 20182021 continued its practice of evaluating the Company’s revenue performance on a constant currency basis.

Each of the Company’s current named executive officers has an annual bonus target, as do other key contributors. The Committee reviews, considers and approves bonus targets for named executive officers based on market data and also considers changes in the scope of responsibility and overall performance of individual named executive officers when establishing these targets.

Each named executive officer’s base salary and target bonus opportunity for 20182021 is provided in the table below. The target bonuses, as a percentage of base salary, remained at the same level as in 2017 for each named executive officer.

– 32 –

– Compensation Discussion and Analysis –

The Board of Directors after consultation with management, approvesconfirmed the Company’s 2021 revenue, EPS and year-end cash-on-hand targets andgross margin results. For bonus plan funding purposes, the non-financial strategic objectives annually. Thelevel of attainment of thesepre-established target financial metrics related to revenue, EPS and non-financial objectivesgross margin is evaluated by the Committee. The Board of Directors must review and approve all bonus recommendations for named executive officers presented by the Committee. The determination of annual bonuses for 20182021 performance are described further below under the section entitled “20182021 Bonus and Equity Determinations.”

21

Long-Term Equity Compensation. The Committee believes that long-term equity incentive awards serve to align the interests of the executive officers with the interests of our stockholders.shareholders. Long-term equity incentive awards may be granted in the form of either stock options, restricted shares, restricted stock units, performance stock units, or other types of equity or equity-linked compensation. In determining the size of equity grants to our named executive officers, the Committee considers recommendations of the Chief Executive Officer, based on peer group data, individual performance and level of responsibility in the company, for those named executive officers reporting to her. For the Chief Executive Officer’s equity grant, the Committee considers company and individual performance as well as peer group data. The Committee recommends to the Board of Directors the allocation among the different forms of equity compensation.compensation to align executive incentives with long-term shareholder interests. For 2018,2021, the Committee recommended that all equity for our named executive officers be granted inthe choice, similar to our directors, the form of equity he or she receives between (i) 100% stock options, to align executive incentives with long-term stockholder interests.or (ii) 50% stock options and 50% restricted stock units based on a Black Scholes value of stock options or the fair value of restricted stock units on the date of grant. The equity grants made in 20182021 are described further below under the section entitled “20182021 Bonus and Equity Determinations.”

Stock options. Stock options, once granted, become valuable if the price of STAAR’s common stock rises above the exercise price at the time of grant. The exercise price of a stock is the closing price of the Company’s common stock on the NASDAQNasdaq Stock Market on the date of grant. Under the Company’s Omnibus Equity Incentive Plan (“Plan”) STAAR may not grant stock options having an exercise price below the fair market value of its common stock on the date of grant. STAAR does not grant stock options with a so-called “reload” feature. To encourage retention by providing a long-term incentive, the options typically vest ratably over a three-year period, and have a ten-year life. Stock options are forfeited back to STAAR if the grantee’s service to STAAR terminates before the end of the vesting period.

Restricted shares/Restricted stock units/Performance stock units. Restricted shares, restricted stock units, and restrictedperformance stock units are shares of common stock that STAAR grants subject to forfeiture over a specified period of time. The value of these incentive awards rises and falls with STAAR’s stock price. For time-vesting awards, restricted shares, restricted stock units, and restrictedperformance stock units are forfeited back to STAAR if the grantee’s service to STAAR terminates before the end of the vesting period. Vesting of restricted shares and restricted stock units occurs when the restricted period ends and the grantee obtains full rights of ownership over the shares. Vesting of performance stock units occurs if the Company meets or exceeds the performance metrics pre-established by the Board of Directors. Time-vesting restricted shares and restricted stock units providesand performance stock units provide a long-term incentive by aligning the grantee’s interests with those of the stockholdersshareholders and encouraging retention through the risk of forfeiture if the grantee ceases working for us during the vesting period.

20182021 Bonus and Equity Determinations

20182021 Bonus Determinations.As described above, the 20182021 bonus plan was funded based upon how the Company performed against financial goals pre-established by the Compensation Committee for fiscal year 2021 and non-financial goals pre-approvedapproved by the Board of Directors. Based on Radford data and recommendations, in September 2021 the Board of Directors approved an increase in the maximum 2021 cash bonus plan

– 33 –

– Compensation Discussion and Analysis –

funding for financial performance during the second half of 2021 from 150% to 200% of the target bonus plan. The 20182021 bonus plan funding included the following components:

The Board-approved non-financial objectives related to three categories: (i) achieving and retaining compliance with all regulatory bodies; (ii) enhancing Clinical and Medical Affairs excellence, particularly through clinical validation; and (iii) executing go-to-market strategies to significantly expand market share globally. In the event the Minimum Financial Threshold was achieved, up to 10% of the bonus pool would fund only upon the Company maintaining a specific quarterly and year end cash-on-hand target, excluding cash raised through equity or debt offerings.

22

The Board of Directors believes that the targets established for 2018 appropriately balanced attention to near term financial performance with required investments in and progress on infrastructure, clinical and regulatory related plans.

The Company does not disclose the specific details of the regulatory, quality, clinical, commercial, and R&D-related performance objectives as it believes their disclosure would provide our competitors, customers and other third parties with significant insights regarding our confidential business strategies that could cause us substantial competitive harm. These goals were approved by the Board of Directors at a level they determined would require substantial and significant effort to achieve.

In 2018,2021, the Company exceeded the Minimum Financial Thresholds,Threshold for 1H2021 and the Minimum Financial Threshold for 2H2021, thus enabling funding of the bonus pool. The Company surpassed it’s 2018its 2021 revenue and EPS projections potentially funding the bonus pool in excess of 100% of targettarget. Based on these two metrics. In addition, the Company achieved 20%company achieving $113.1 million in revenue, $0.27 EPS, and $88.3 million in gross margin in the first half of potential pool funding related to non-financial objectives and also achieved 10% of further funding by reaching and exceeding its quarterly and year end cash-on-hand target.  The2021, the Board of Directors cappedagreed upon the pool funding at 150% of the target amount for the first half of 2021. Based on the Company achieving $117.4 million in revenue, $0.22 EPS, and $90.3 million in gross margin in the second half of 2021, the Board of Directors agreed upon the pool funding at 200% of the target amount for the second half of 2021.  The Board of Directors agreed at these levels to better align management’s compensation with stockholdershareholder interests.  

2018 represents the first year in six years that a named executive officer has received a bonus in excess of 100% of their target.