Independent
Tenure on this board
0.4 yrs
Also a director at
Lineage Cell Therapeutics Inc (LCTX)
7 nominees · 4 ballot items.
Elect seven directors; approve Amendment No. 2 to the Amended and Restated Omnibus Equity Incentive Plan to add 3.9 million shares; ratify BDO USA, P.C. as independent auditors; and approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay).
Elect seven director nominees (Neal C. Bradsher, Arthur C. Butcher, Wei Jiang, Richard T. LeBuhn, Louis E. Silverman, Christopher M. Wang, Lilian Y. Zhou) to serve until the 2027 annual meeting.
Approve Amendment No. 2 to increase the number of shares reserved under the Amended and Restated Omnibus Equity Incentive Plan by 3.9 million shares.
This management proposal asks shareholders to approve Amendment No. 2 to the Company’s Amended and Restated Omnibus Equity Incentive Plan, increasing the share reserve by 3.9 million shares (bringing total to 26,705,000 if approved). Management seeks shareholder approval to ensure continued availability of equity awards to attract, retain, and motivate employees, directors and consultants, and to comply with Nasdaq listing and Section 422 ISO requirements. The company states historical burn rates (3-year average ~3.4%) and that, as of April 3, 2026, only 344,635 shares remained available, estimating the requested increase would support grants for approximately two years. The board recommends a “FOR” vote arguing without additional shares the company may have to increase cash compensation or otherwise dilute alignment between management and shareholders; it also points to recapture of forfeited awards and notes that substitute awards in corporate transactions do not reduce the reserve. The proposal includes full plan text and discusses mechanics for share counting, limitations, and anti-dilution adjustments, and emphasizes governance steps (Committee administration, limits on per-participant grants, director limits). Investors should weigh dilution and potential equity overhang against retention needs and the company’s growth and equity usage trends when evaluating the proposal.
Ratify the appointment of BDO USA, P.C. as STAAR’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal is a routine annual say-on-pay advisory vote asking shareholders to approve, on a non-binding basis, the company’s executive compensation as disclosed. Management argues its program is pay-for-performance, with a large portion of at-risk compensation, changes in 2025 to better align with shareholder feedback (e.g., LTI mix 50% RSUs/50% PSUs; redesigned PSUs measuring multi-year revenue growth; revised annual bonus excluding China and adding strategic objectives), and notes 97% shareholder support in 2025. Investors should view this proposal as an evaluative signal of shareholder support for governance and pay practices; while non-binding, the Board and Compensation Committee state they will consider the vote outcome when making future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BROADWOOD CAPITAL INC | 32.38% | 16,123,842 | $302M |
| 2 | BlackRock, Inc. | 9.54% | 4,748,575 | $89M |
| 3 | Yunqi Capital Ltd | 6.54% | 3,257,130 | $61M |
| 4 | Madison Avenue Partners, LP | 4.90% | 2,441,678 | $46M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.27% | 2,123,589 | $40M |
| 6 | STATE STREET CORP | 3.68% | 1,832,996 | $34M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.40% | 1,690,606 | $32M |
| 8 | Anatole Investment Management Ltd | 3.22% | 1,601,701 | $30M |
| 9 | BlackRock, Inc. | 2.59% | 1,290,349 | $24M |
| 10 | Two Seas Capital LP | 2.08% | 1,036,973 | $19M |
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