Arthur Butcher
STAAR SURGICALAbout Arthur C. Butcher
Arthur C. Butcher, age 54, has served on STAAR Surgical’s Board since March 2024 and is an independent director. He is EVP and Group President, MedSurg and Asia Pacific at Boston Scientific (NYSE: BSX), and brings extensive medical device marketing, strategy, product development and Asia experience. He holds a B.A. in International Relations from the University of Pennsylvania and an M.B.A. from Columbia University . He is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific | EVP & Group President, MedSurg & Asia Pacific | May 2022–present | Senior operating leadership covering MedSurg and APAC |
| Boston Scientific | EVP & President, Asia Pacific | Feb 2020–May 2022 | Led commercialization across divisions in APAC |
| Boston Scientific | Various management roles | 1997–present | Progressive leadership across divisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acotec Scientific Holdings Ltd. (HKEX) | Director | Not disclosed | Public company directorship in medical device sector |
Board Governance
- Committee assignments (as of the 2025 Proxy): Chair, Compensation Committee; no Audit or Nominating/Governance membership .
- Independence: Board determined Mr. Butcher is independent under Nasdaq rules .
- Attendance and engagement: Board held 11 meetings in 2024; each director attended >75% of Board and applicable committee meetings; director nominees serving at the time attended the 2024 Annual Meeting . The Board and committees held 20+ meetings between Jan 1–Aug 4, 2025, reflecting elevated engagement during strategic review .
- Director election support (2025 Annual Meeting): For 41,076,988; Withheld 1,128,266; Broker non-votes 2,541,439 . STAAR’s investor materials noted each director received at least 97% of votes cast .
- Governance updates: The Board updated committee charters in 2024; separated CEO and Board Chair roles in Feb 2025 .
Fixed Compensation (Director)
| Component (FY2024) | Amount ($) | Details |
|---|---|---|
| Cash Fees | 46,923 | Partial year from March 12, 2024 |
| Stock Awards (RS/RSUs) – grant-date fair value | 114,435 | 649 shares (Mar 12, 2024) and 2,244 shares (Jun 20, 2024) |
| Option Awards – grant-date fair value | 114,443 | 1,163 options (Mar 12, 2024) and 4,010 options (Jun 20, 2024) |
| Total | 275,801 | FASB ASC 718 valuation |
Award inventory (as of FY2024 year-end): 2,444 restricted shares outstanding and 5,173 options outstanding .
Performance Compensation (Committee Framework and Signals)
- 2024 executive pay program included stock options, RSUs, and PSUs; given macro challenges, the annual bonus plan was funded at 0% for executives and 2024 PSUs did not vest (forfeited)—a clear pay-for-performance outcome overseen by the Compensation Committee Chair .
- Clawback policy in place; insider trading policy updated in 2024 prohibits hedging and speculative transactions in STAAR securities .
Key performance measures the company identified as most important for linking compensation actually paid to performance (2024):
| Performance Measure | Notes |
|---|---|
| Revenue | Identified by company as a primary linkage to pay |
| Adjusted EBITDA | Included in pay-versus-performance tabular list |
| Net Income | Included in pay-versus-performance tabular list |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| Acotec Scientific Holdings Ltd. | Public | Director | Medical device adjacency; no related-party transactions disclosed by STAAR |
| Boston Scientific (Employer) | Public | EVP & Group President (MedSurg & APAC) | Large-cap device company; STAAR disclosed no related-party transactions other than Wei Jiang consulting |
Expertise & Qualifications
- 25+ years in medical devices with deep Asia commercialization experience; strategy/product development credentials .
- Board-level experience at a public device company (Acotec) .
- Academic credentials: BA (UPenn), MBA (Columbia) .
- Committee leadership: Compensation Committee Chair at STAAR .
Equity Ownership
| Holder | Shares Owned (#) | Options Exercisable by 6/21/2025 (#) | RSUs Vesting by 6/21/2025 (#) | Total Beneficial (#) | % of Shares Outstanding |
|---|---|---|---|---|---|
| Arthur C. Butcher | 1,964 | 5,173 | 2,244 | 9,381 | <1% (out of 49,526,129) |
Notes:
- Percent of class based on 49,526,129 shares outstanding at 4/22/2025 .
- Restricted shares count as owned for voting even when unvested; options counted if exercisable within 60 days .
Governance Assessment
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Strengths:
- Independent director with relevant sector and Asia expertise; chairs Compensation Committee .
- Demonstrated pay discipline in 2024 (executive bonus at 0%; PSUs forfeited), consistent with performance outcomes .
- Strong shareholder support in 2025 director election; active Board cadence during strategic review .
- Clawback and anti-hedging policies; updated governance charters and separation of CEO/Chair roles .
-
Potential conflicts and risk indicators:
- Industry adjacency via Boston Scientific employment and Acotec directorship; however, STAAR disclosed no related-person transactions other than a Wei Jiang consulting engagement reviewed/approved by Audit Committee, and the Board reaffirmed Butcher’s independence .
- Activist pressure: Broadwood publicly targeted STAAR’s Compensation Committee Chair (Butcher) for removal in connection with opposition to the Alcon merger, alleging “egregious exit compensation packages”; this reflects reputational and governance scrutiny, not an SEC finding .
- Board engagement disclosures counter activist conflict claims around Board Chair’s prior consulting; not directly implicating Butcher, but indicates heightened governance environment in 2H25 .
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Shareholder sentiment:
- 2025 say-on-pay vote: For 41,130,690; Against 1,049,897; Abstain 24,667; broker non-votes 2,541,439. Prior year say-on-pay support was 83% .
Overall, Butcher’s independence, compensation oversight decisions aligning pay with performance, and strong director election support are positives for investor confidence; activist targeting of the Compensation Chair underscores sensitivity around transaction-related pay and warrants continued monitoring of committee decisions and disclosures .