8-K
Staar Surgical Co (STAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 24, 2023
STAAR Surgical Company
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-11634 | 95-3797439 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 25651 Atlantic Ocean Drive<br><br>Lake Forest, California | 92630 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 626-303-7902
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common | STAA | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1 933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2023, STAAR Surgical Company (the “Company”) announced that it named Mr. Warren Foust, age 47, to serve in the newly created role of Chief Operating Officer (COO), effective April 24, 2023. Most recently, Mr. Foust served as Worldwide President, Johnson & Johnson Vision, Surgical, since December 2019. Prior to Johnson & Johnson Vision, Surgical, he served as Worldwide President of Mentor, a leading breast reconstruction and aesthetics business unit of Johnson & Johnson from 2018-2019, and Vice President, U.S. Sales and Marketing from 2015-2018. Prior to Mentor, Mr. Foust held various sales leadership roles at DePuy Synthes, also a company of Johnson & Johnson. He started his career at Roche Pharmaceuticals as a sales representative in 1999. Mr. Foust holds an MBA and bachelor’s degree from the University of Alabama. There are no family relationships between Mr. Foust and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his service as COO, Mr. Foust accepted an offer letter pursuant to which Mr. Foust will receive the following compensation as COO: (i) base salary at an annual rate of $550,000, (ii) participation in the Company’s annual cash bonus program with a target bonus of 70% of his base salary, (iii) a new hire initial grant of equity with a grant date value of $2,750,000, (x) half of which consists of stock options a third of which will vest on the one year anniversary of employment and the remainder of which will vest at the rate of 1/24 per month over the following two years, and (y) half of which consists of restricted stock units, a third of which will vest on each of the first, second and third anniversaries of employment. Mr. Foust will participate in all other elements of the Company’s executive compensation and benefits plans. The summary herein is qualified in its entirety by reference to the offer letter the Company extended to Mr. Foust, a copy of which is attached hereto as Exhibit 10.1 , and is incorporated herein by reference. Mr. Foust will report directly to the Company's President and Chief Executive Officer, Mr. Tom Frinzi.
Item 7.01. Regulation FD Disclosure.
On March 29, 2023, the Company issued a press release announcing the management changes. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1 | Foust offer letter dated March 24, 2023 |
| 99.1 | Press Release dated March 29, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STAAR Surgical Company | ||
|---|---|---|
| March 29, 2023 | By: | /s/ Thomas G. Frinzi |
| Thomas G. Frinzi | ||
| President and Chief Executive Officer |
EX-10
Exhibit 10.1
March 24, 2023
Dear Warren:
STAAR Surgical Company is pleased to offer you the position of Chief Operating Officer reporting to Tom Frinzi, President and Chief Executive Officer. Your beginning wage will be $21,153.85 per bi-weekly pay period ($550,000 annually), in addition to all the benefits offered through our current policies.
Subject to approval by the Compensation Committee of the Board of Directors, you will receive an initial equity grant valued at 500% of your annual base salary ($2,750,000 value) in the form of Stock Options (50% value) and RSU’s (50% value). The Options will vest over a three-year period on the following schedule: one-year cliff vest for the first third with the remaining two thirds vesting monthly over the remaining 24 months of the grant. These options will be valued using the BSV method and priced at the date of grant which will be at market close on or about May 8th. The RSU awards will vest over a three-year period: 33% cliff vesting upon the first anniversary of the grant, 33% vesting on the second anniversary and 33% vesting on the third anniversary of the grant. The RSU’s will also be granted on or about May 8th.
You will also participate in STAAR’s annual Long Term Incentive Plan. For the next year we will recommend to the Compensation Committee a grant valued at 400% of your annual salary. Over the last two years these grants have been valued at 1/3 stock options, 1/3 RSU’s and 1/3 PSU’s.
In addition, you will participate in our Corporate Annual Incentive Bonus Program. You will have a target bonus of 70% of your annual base salary, which will be payable on an annual basis and subject to the successful achievement of corporate and personal goals and objectives. If the corporate bonus pool is funded for 2023 performance achievement, your prorated bonus will be calculated as to months in position and will be payable in 2024.
Among the other benefits offered to you is unlimited vacation, an annual health care screen from Cedars Sinai, an Executive whole life insurance policy valued at $500,000, our comprehensive health care benefits plan, a competitive 401K Plan and a Severance and a Change in Control Agreement.
This comprehensive offer is subject to the approval of the Compensation Committee of the Board of Directors.
Included will be a proposed increase in our standard Executive Severance Agreement from 6 months of salary and benefits to one year of salary and benefits.
This offer is also contingent on the successful completion of a background check which will be conducted by the Mintz Group, an independent background verification company contracted by STAAR Surgical.
Upon acceptance of this offer and the successful completion of a background check, you may begin work. Your start date is to be determined. On your first day of employment, you will need to bring identification in order to complete all necessary paperwork, including your Employment Eligibility Verification (Form I-9).
Please make note, employment is at the mutual consent of the employee and STAAR and can be terminated “at will,” with or without cause, by either you or STAAR in its sole discretion at any time.
Warren, we are very excited about the possibility of your joining the STAAR Executive Team. We believe your contributions to the Company will quickly have significant and long lasting impact on STAAR.
Sincerely,
Bill Goodmen
Vice President Global Human Resources
cc. Tom Frinzi
EX-99
Exhibit 99.1
STAAR Surgical Names Warren Foust Chief Operating Officer;
Magda Michna, Ph.D., Chief Clinical, Regulatory and Medical Affairs Officer
New Positions Demonstrate Increased Commitment and Focus on Continued Industry Leading Growth
LAKE FOREST, CA, March 29, 2023 --- STAAR Surgical Company (NASDAQ: STAA), a leading developer, manufacturer and marketer of implantable lenses for the eye, today announced Warren Foust has been named Chief Operating Officer and Magda Michna, Ph.D., has been named Chief Clinical, Regulatory and Medical Affairs Officer. Both positions will report to STAAR Surgical’s President and CEO, Tom Frinzi.
“The addition of two highly regarded ophthalmic leaders to our team exemplifies the success, momentum and opportunity for STAAR as we work with surgeons to expand the market for refractive vision correction with our proprietary EVO ICL lenses to the millions of people seeking visual freedom from contact lenses and glasses,” said Tom Frinzi, President and CEO of STAAR Surgical. “Warren will be integral to advancing our growth objectives, especially in the U.S., including many important aspects of our commercial and manufacturing operations. He is uniquely qualified to work with the U.S. surgeon community given his experience leading one of the world’s premier ophthalmic businesses. Dr. Michna is an important addition to overseeing and advancing our global clinical and regulatory pipeline, as well as adding to the published data supporting the clinical benefits of our lens technologies. My sincere gratitude to Denise McEachern, STAAR’s Global Head of Regulatory Affairs, who is planning to retire after successfully shepherding several STAAR medical devices through the regulatory process and approval. Today, STAAR is a company delivering industry leading growth and with increasing momentum for even greater growth. Our focus remains capturing the tremendous whitespace opportunity in front of us.”
Most recently, Warren Foust served as Worldwide President, Johnson & Johnson Vision, Surgical, since December 2019. At Johnson & Johnson, Warren managed the global surgical business with approximately $1.5 billion in annual sales and 5,000 employees. Prior to Johnson & Johnson Vision, Surgical, Warren served as Worldwide President of Mentor, a leading breast reconstruction and aesthetics business unit of Johnson & Johnson from 2018-2019, and Vice President, U.S. Sales and Marketing from 2015-2018. Prior to Mentor, Warren held various sales leadership roles at DePuy Synthes, also a company of Johnson & Johnson. He started his career at Roche Pharmaceuticals as a sales representative in 1999. Warren holds an MBA and bachelor’s degree from the University of Alabama.
Warren Foust, stated, “I am so grateful to be part of the ophthalmic community. It is an honor to work at STAAR. I believe STAAR has the right technology at the right time to establish a new standard of care for refractive vision correction. My focus will be on empowering our STAAR teams and equipping our surgeon customers with the tools they need to drive growth and adoption of the EVO family of lenses. I am also very happy to work with Tom again.”
Magda Michna, Ph.D. joins STAAR Surgical from AcuFocus, Inc. where she served as Chief Global Clinical, Medical and Regulatory Affairs Officer since April 2018. AcuFocus was acquired by Bausch & Lomb in January 2023. Prior to AcuFocus, Dr. Michna served as Chief Clinical Officer at Presbia. From 2012 to 2017, Dr. Michna led clinical development for many premium intraocular lens and other surgical device technologies supporting the Alcon Surgical franchise. Her industry career began as a Vision Scientist at VISTAKON®, a division of Johnson & Johnson Vision from 2008-2012, which she joined following an academic Research Fellowship with the Vision Research Group at McGill University’s Department of Ophthalmology from 2005-2008. Dr. Michna holds a Doctor of Philosophy degree in optical physics and a bachelor’s degree from the University of Melbourne, Australia.
Exhibit 99.1
"I have admired STAAR’s technology and its management team for several years and look forward to leading clinical, regulatory and medical affairs,” stated Magda Michna, Ph.D. “The safety and effectiveness of the EVO family of lenses is well established, and I am confident we can facilitate even broader awareness and understanding of the data within the ophthalmic community.”
About STAAR Surgical
STAAR, which has been dedicated solely to ophthalmic surgery for over 40 years, designs, develops, manufactures and markets implantable lenses for the eye. These lenses are intended to provide visual freedom for patients, lessening or eliminating the reliance on glasses or contact lenses. All of these lenses are foldable, which permits the surgeon to insert them through a small incision. STAAR’s lens used in refractive surgery is called an Implantable Collamer® Lens or “ICL,” which includes the EVO ICL™ product line. More than 2,000,000 ICLs have been sold to date and STAAR markets these lenses in over 75 countries. To learn more about the ICL go to: EVOICL.com. Headquartered in Lake Forest, CA, the company operates manufacturing and packaging facilities in Aliso Viejo, CA, Monrovia, CA and Nidau, Switzerland. For more information, please visit the Company’s website at www.staar.com.
CONTACT: Investors
Brian Moore
Vice President, Investor, Media Relations and Corporate Development
(626) 303-7902, Ext. 3023
bmoore@staar.com
Warren Foust, Chief Operating Officer, STAAR Surgical Company (Photo: Business Wire)
Exhibit 99.1
Magda Michna, Ph.D., Chief Clinical, Regulatory and Medical Affairs Officer, STAAR Surgical Company (Photo: Business Wire)