STAAR Surgical (NASDAQ: STAA) reshapes board, adds CEO search and engagement panels

Rhea-AI Filing Summary

STAAR Surgical Company reported several corporate governance changes centered on its Board of Directors. Effective January 15, 2026, the Board elected Neal C. Bradsher as Board Chair. Bradsher is the founder and president of Broadwood Capital, Inc., whose affiliate Broadwood Partners, L.P. is currently the company’s largest stockholder.

The Board restructured its three standing committees so that the Audit, Compensation, and Nominating and Governance committees are each composed entirely of independent directors. STAAR notified NASDAQ that it has regained compliance with the Audit Committee independence requirements under NASDAQ Listing Rule 5605, so it is no longer operating under a cure period.

The Board also created two new committees: a Search Committee to help guide decisions on company leadership, including identifying a successor to the Chief Executive Officer, and an Insight and Engagement Committee to strengthen engagement with management, stakeholders, and industry experts. Non-employee directors, including the new Board Chair, will be eligible for compensation for these roles under the existing director compensation program.

Insights

Corporate governance analyst

STAAR updates board leadership, restores NASDAQ committee compliance, and formalizes CEO succession planning.

STAAR Surgical Company has concentrated recent governance moves at the Board level. The election of Neal C. Bradsher as Board Chair places a representative of the company’s largest stockholder, Broadwood Partners, L.P., in a key leadership role. The reconstitution of the Audit, Compensation, and Nominating and Governance committees with only independent directors aligns the structure more closely with NASDAQ’s governance expectations.

Regaining compliance with NASDAQ’s Audit Committee independence requirements removes the prior cure-period overhang and reduces the risk of listing-related issues. This change may reassure investors who focus on audit oversight and financial reporting quality. At the same time, board members remain eligible for compensation for their committee and chair roles under the existing non-employee director compensation program, so the changes do not introduce a new pay framework.

The creation of a Search Committee explicitly focused on company leadership, including identifying a successor to the Chief Executive Officer, formalizes CEO succession planning. The Insight and Engagement Committee is designed to deepen dialogue with management, stakeholders, and industry experts about the company’s business and prospects. Future disclosures about the outcomes of the CEO search and the work of these committees will clarify how these structural changes influence leadership and strategic direction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 15, 2026

STAAR Surgical Company

(Exact name of registrant as specified in its charter)

Delaware		0-11634		95-3797439
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)
25510 Commercentre Drive Lake Forest, California				92630
(Address of principal executive offices)				(Zip Code)

626-303-7902

(Registrant’s telephone number, including area code)

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications 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 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 January 15, 2026, the Board of Directors (the “Board”) of STAAR Surgical Company (the “Company”) elected a new Board Chair, approved changes to the composition and leadership of the Board’s three standing committees, and established two new Board committees. Further, based upon information provided by each director the Board determined that each of directors Neal C. Bradsher, Arthur C. Butcher, Richard T. LeBuhn, Louis E. Silverman, Christopher M. Wang and Lilian Y. Zhou are independent under NASDAQ Listing Rule 5605(a)(2), and that none has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Effective as of January 15, 2026, Neal C. Bradsher has been elected as Board Chair, to serve in accordance with the Company’s amended and restated bylaws. Mr. Bradsher is the Founder and President of Broadwood Capital, Inc., the general partner of Broadwood Partners, L.P. (“Broadwood”), which is currently the Company’s largest stockholder.

Effective as of January 15, 2026, the composition and leadership of the Board’s three standing committees are composed of the following independent directors:

Audit Committee	Lilian Y. Zhou (Chair)	Arthur C. Butcher	Christopher M. Wang
Compensation Committee	Louis E. Silverman (Chair)	Richard T. LeBuhn	Christopher M. Wang
Nominating and Governance Committee	Neal C. Bradsher (Chair)	Louis E. Silverman	Christopher M. Wang	Lilian Y. Zhou

The Company has notified NASDAQ that the Company has regained compliance with the director independence requirements for the Audit Committee pursuant to NASDAQ Listing Rule 5605, and the Company is no longer subject to the cure period under NASDAQ Listing Rule 5605(c)(4)(B).

In addition, the Board voted to establish a Search Committee of the Board to help guide the Board’s efforts to identify and make decisions with respect to Company leadership, including a successor to the Chief Executive Officer, as follows:

Search Committee Lilian Y. Zhou (Chair) Neal C. Bradsher
  Wei Jiang Louis E. Silverman Christopher M. Wang

The Board also voted to establish an Insight and Engagement Committee of the Board to further engage with Company management, internal and external stakeholders, and industry experts and leaders, in order to gather different perspectives and insights on the Company’s business, prospects, and opportunities, as follows:

Insight and Engagement Committee Christopher M. Wang (Chair) Neal C. Bradsher
  Richard T. LeBuhn

Board members shall be eligible to receive compensation for their services as chair or a member, as applicable, of each of the Board’s three standing committees, and Mr. Bradsher shall be eligible to receive compensation for his service as Board Chair, in each case in accordance with the Company’s existing non-employee director compensation program.

SIGNATURES

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
	By:	/s/ Stephen C. Farrell
	Name:	Stephen C. Farrell
	Title:	Chief Executive Officer

Dated: January 15, 2026

FAQ

What board leadership change did STAAR Surgical (STAA) announce?

STAAR Surgical Company reported that, effective January 15, 2026, Neal C. Bradsher has been elected as Board Chair under the company’s amended and restated bylaws.

How did STAAR Surgical (STAA) change its board committee structure?

Effective January 15, 2026, STAAR reconstituted its three standing committees so that the Audit, Compensation, and Nominating and Governance committees are each composed of independent directors, with new chairs named for each committee.

Has STAAR Surgical (STAA) regained NASDAQ Audit Committee independence compliance?

Yes. STAAR notified NASDAQ that it has regained compliance with the director independence requirements for the Audit Committee under NASDAQ Listing Rule 5605 and is no longer subject to the cure period in Rule 5605(c)(4)(B).

What new committees did STAAR Surgical (STAA) create?

The Board created a Search Committee to help guide leadership decisions, including identifying a successor to the Chief Executive Officer, and an Insight and Engagement Committee to engage with management, stakeholders, and industry experts about the company’s business and opportunities.

Is STAAR Surgical (STAA) planning for a new CEO?

The Board established a Search Committee to guide its efforts to identify and make decisions regarding company leadership, including a successor to the Chief Executive Officer, indicating a formal CEO succession process.

Will STAAR Surgical (STAA) directors receive extra pay for new roles?

Board members will be eligible to receive compensation for serving as chair or member of the standing committees, and Mr. Bradsher for his role as Board Chair, in each case under the company’s existing non-employee director compensation program.