STAAR Surgical Company filed a current report on August 6, 2026, disclosing the appointment of Warren Foust as President and Chief Executive Officer and a new member of the Board of Directors, effective August 4, 2026, along with the full terms of his compensation arrangements.

Key Highlights

  • New CEO appointed: Warren Foust, age 50, was appointed President and CEO effective August 4, 2026, also joining the Board of Directors.
  • Base salary: Foust will receive an annual base salary of $730,000 as of the effective date.
  • Bonus target: His fiscal 2026 target bonus is 70% of base salary earned through January 31, 2026, and 100% of base salary earned beginning February 1, 2026.
  • Equity grants: His combined CEO and 2027 pull-forward equity award includes 67,479 time-vesting RSUs, 121,413 time-vesting options, and 395,494 performance-vesting options, granted in two tranches.
  • Performance hurdles: Performance-vesting options are split across three stock price attainment hurdles at $50, $75, and $100 per share, each representing 20% of the equity component.
  • Severance terms: Foust is entitled to 18 months of base pay and employee benefits upon a qualifying termination, and 18 months base pay, benefits, and bonus amounts upon a qualifying termination following a change in control.
  • CFO transition: Deborah Andrews ceased serving as Interim Co-CEO and was additionally appointed Executive Vice President while continuing as Chief Financial Officer.

STAAR Surgical CEO Appointment: Compensation and Equity Structure Details

According to the filing, Warren Foust joined STAAR Surgical (NASDAQ: STAA) in April 2023 as Chief Operating Officer. He has served as Interim Co-CEO, President and COO since February 2026 and as President and COO since March 2025. Prior to joining STAAR, the filing states he served as Worldwide President, Johnson and Johnson Vision, Surgical, since December 2019. The company disclosed that Foust has no family relationship with the company or any of its directors or executive officers, and there are no transactions requiring disclosure under Item 404(a) of Regulation S-K.

The equity component of Foust's CEO compensation, as described in the filing, consists of 20% time-based stock options, 20% time-based RSUs, and 60% performance-based stock options divided equally among three stock price hurdles of $50, $75, and $100 per share. The CEO Award includes 22,493 time-vesting RSUs, 40,471 time-vesting options, and 131,830 performance-vesting options. The 2027 Award, described as a pull-forward of Foust's 2027 equity grant, includes 44,986 time-vesting RSUs, 80,942 time-vesting options, and 263,664 performance-vesting options. The filing notes that approximately one-third of the total equity compensation is for 2026 and the remaining approximately two-thirds represent the pulled-forward 2027 grant.

Regarding the timing of grants, the filing states that the CEO Time-Vesting Option, CEO Performance-Vesting Option, and the first portion of the 2027 options will be granted on the later of the effective date or the first trading day on which the company's insider trading window is open following the public release of second fiscal quarter 2026 results. The CEO RSU Award, 2027 RSU Award, and second portion of 2027 options are scheduled for January 4, 2027, or the next trading day. Performance-vesting options require attainment of both the time-vesting and stock price targets to vest, according to the filing.

What Was Disclosed

The filing disclosed the permanent appointment of Warren Foust as President and CEO effective August 4, 2026, the full terms of his offer letter and equity awards, the transition of Deborah Andrews from Interim Co-CEO to EVP and CFO, and equity grants awarded to Andrews in connection with her transition.