8-K

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): June 25, 2025

STAAR Surgical Company

(Exact Name of Registrant as Specified in Charter)


Delaware	0-11634	95-3797439
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25510 Commercentre Drive 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 under the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 under 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 June 25, 2025, STAAR Surgical Company (the “Company”) announced that its Board of Directors (the “Board”) appointed Deborah Andrews as Chief Financial Officer of the Company, effective June 25, 2025 (the “Effective Date”). In this role, Ms. Andrews will also serve as the Company’s principal financial officer and principal accounting officer under the rules and regulations of the Securities and Exchange Commission. Ms. Andrews has served as the Company’s Interim Chief Financial Officer since March 2025.

Ms. Andrews, age 67, retired from the Company in 2020, after more than two decades at the Company. She most recently served as the Company’s Chief Financial Officer, from September 2017 until June 2020, after serving as Vice President, Chief Accounting Officer since 2013. Ms. Andrews also served as the Company’s Vice President, Chief Financial Officer from 2005 to 2013, as its Global Controller from 2001 to 2005, and as its Vice President, International Finance from 1999 to 2001. Since April 2014, Ms. Andrews has served on the Board of Directors of Lineage Cell Therapeutics, a clinical stage biotechnology company focused in the field of regenerative medicine. She currently serves as its Audit Committee Chair and has previously served as its Compensation Committee Chair. Ms. Andrews spent three years from 1991 to 1994 as an accountant for KPMG. Ms. Andrews holds a B.S. degree in accounting from California State University at San Bernardino.

Ms. Andrews has no family relationship to the Company nor to any of its directors or executive officers, and there are no transactions in which Ms. Andrews has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Andrews and any other person pursuant to which Ms. Andrews was appointed as an officer of the Company.

In connection with Ms. Andrews’ appointment as Chief Financial Officer, Ms. Andrews accepted an offer letter pursuant to which she will receive base salary at an annual rate of $495,000 and will be eligible to participate in the Company’s annual cash bonus program with a target bonus of 55% of her base salary. In addition, the Board approved the grant of an equity award with a grant date fair value of $1.4 million comprised (i) 50% of restricted stock units, a third of which will vest on each of June 25, 2026, June 25, 2027, and June 25, 2028, and (ii) 50% of performance stock units, which vest as to 0%-200% of target in up to five tranches based on the Company’s financial performance relative to revenue performance targets during the performance period ending December 31, 2027. Ms. Andrews will also participate in all other elements of the Company’s executive compensation and benefits plans.

Item 7.01 Regulation FD Disclosure.

On June 25, 2025, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. Andrews as Chief Financial Officer of the Company. In the Press Release, the Company also announced that the Board determined to establish a new Capital Stewardship Committee to help guide the Company’s financial strategies, including the responsible allocation, management and oversight of capital. This new committee will be chaired by Board member Lilian Y. Zhou. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Press release of the Company dated June 25, 2025.

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

June 25, 2025	By:	/s/ Stephen C. Farrell
		Stephen C. Farrell
		Chief Executive Officer

Exhibit 99.1

STAAR Surgical Announces Appointment of Deborah Andrews as Chief Financial Officer

Forms Capital Stewardship Committee of the Board of Directors

LAKE FOREST, CA – June 25, 2025 --- STAAR Surgical Company (NASDAQ: STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, today announced that Deborah Andrews has been appointed Chief Financial Officer, effective June 25, 2025. Ms. Andrews has served as Interim CFO since March 2025, and she previously served as STAAR’s CFO from 2007-2013 and 2017-2020.

“Deborah has blended seamlessly with the leadership team, and we quickly realized that her deep knowledge of STAAR and her skills, abilities, and approach made her the perfect choice to be STAAR’s next CFO,” said the Company’s CEO and Board member, Stephen Farrell. “In the last few months, Deborah has already driven greater financial and operating rigor across the organization, and, as a result, we are on track to achieve our targeted $225 million annual SG&A run rate ahead of schedule. I look forward to working with Deborah, and I know she will serve the Company well as CFO.”

“I am honored to once again step into the role of CFO,” said Ms. Andrews. “STAAR is a great company with great people and great technology. I am excited to work with Steve and the leadership team to drive sustainable growth while we continue to improve our cost structure to increase shareholder value.”

Separately, STAAR announced the formation of a new committee of its Board of Directors, the Capital Stewardship Committee, which will be chaired by Board member Lilian Y. Zhou. The Board determined to establish this new committee to help guide the Company’s financial strategies, including the responsible allocation, management and oversight of capital. Ms. Zhou brings extensive experience in institutional investing and investment banking to chair this new committee. “Capital allocation is a key focus for STAAR given our growth prospects, strong cash flow generation, and opportunities to drive long-term value from our propriety Collamer® material,” said Ms. Zhou. “STAAR is dedicated to enhancing long-term shareholder returns, and I am excited to work with Steve and Deborah to drive STAAR’s financial strategies and help build trust and credibility with investors.”

In connection with the appointment of Ms. Andrews as CFO, the establishment of the Capital Stewardship Committee, and the Company’s broader effort to reduce costs, the Company restructured its investor relations function. As a result, Brian Moore, Vice President, Investor Relations and Corporate Development, will be leaving STAAR, effective June 27, 2025.

About STAAR Surgical

STAAR Surgical (NASDAQ: STAA) is the global leader in implantable phakic intraocular lenses, a vision correction solution that reduces or eliminates the need for glasses or contact lenses. Since 1982, STAAR has been dedicated solely to ophthalmic surgery, and for 30 years, STAAR has been designing, developing, manufacturing, and marketing advanced Implantable Collamer® Lenses (ICLs), using its proprietary biocompatible Collamer material. STAAR ICL’s are clinically-proven to deliver safe long-term vision correction without removing corneal tissue or the eye’s natural crystalline lens. Its EVO ICL™ product line provides visual freedom through a quick, minimally invasive procedure. STAAR has sold more than 3 million ICLs in over 75 countries. Headquartered in Lake Forest, California, the company operates research, development, manufacturing, and packaging facilities in California and Switzerland. For more information about ICL, visit www.EVOICL.com. To learn more about STAAR, visit www.staar.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended. All statements in this press release that are not statements of historical fact are forward-looking statements, including statements about any of the following: the ability to achieve and anticipated success of efforts to improve the Company’s cost structure, reduce the annual SG&A run rate, drive sustainable growth, allocate capital, generate cash flows, drive value from Collamer, and increase shareholder value. These forward-looking statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: our ability to continue our growth and profitability trajectory; our reliance on independent distributors in international markets; a slowdown or disruption to the Chinese economy; global economic conditions; disruptions in our supply chain; fluctuations in foreign currency exchange rates; international trade disputes (including involving tariffs) and substantial dependence on demand from Asia; changes in effective tax rate or tax laws; any loss of use of our principal manufacturing facility; competition; potential losses due to product liability claims; our exposure to environmental liability; data corruption, cyber-based attacks or network security breaches and/or noncompliance with data protection and privacy regulations; acquisitions of new technologies; climate changes; the willingness of surgeons and patients to adopt a new or improved product and procedure; extensive clinical trials and resources devoted to research and development; compliance with government regulations; the discretion of regulatory agencies to approve or reject existing, new or improved products, or to require additional actions before or after approval, or to take enforcement action; laws pertaining to healthcare fraud and abuse; changes in FDA or international regulations related to product approval; product recalls or failures; and other important factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024 under the caption “Risk Factors,” which is on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Information” section of the Company’s website under the heading “SEC Filings,” as any such factors may be updated from time to time in the Company’s other filings with the SEC. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


CONTACT:	Investors
	Niko Liu, CFA
	United States: 626-303-7902 ext 3023
	Hong Kong: +852-6092-5076
	[email protected]
	[email protected]