Deborah Andrews
STAAR SURGICALAbout Deborah Andrews
Deborah Andrews is Chief Financial Officer of STAAR Surgical (effective June 25, 2025) after serving as Interim CFO from March 2025; she previously served as STAAR’s CFO in earlier tenures and has deep finance leadership experience within the company and at KPMG. She is 67 and holds a B.S. in accounting from California State University at San Bernardino . Under her early months back in the role, management cited progress toward a targeted $225 million annual SG&A run-rate ahead of schedule, signaling tighter cost control . Company context entering her tenure: 2024 revenue was $313.9 million (down 3% YoY) and net income was $(20.2) million; 2024 “say-on-pay” support was 83% with program changes implemented for 2025, including a heavier weight on performance stock units (PSUs) and financial rigor in annual bonus metrics .
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($USD Millions) | $322.4 | $313.9 |
| Net Income ($USD Millions) | $21.3 | $(20.2) |
| Say-on-Pay Approval (%) | 83% (2024 vote) | — |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STAAR Surgical | CFO (prior tenures; company biography: VP, CFO 2005–2013; later CFO 2017–2020) | 2005–2013; 2017–2020 | Led finance/accounting, drove operating rigor; long-tenure insider on cost structure and capital allocation |
| STAAR Surgical | Interim CFO | Mar 2025–Jun 2025 | Supported leadership realignment and cost actions; continuity during CFO transition |
| STAAR Surgical | CFO (current) | Effective Jun 25, 2025 | Focused on sustainable growth, SG&A discipline, investor credibility |
| STAAR Surgical | VP, Chief Accounting Officer | 2013–2017 | Oversaw accounting/internal audit; strengthened controls |
| STAAR Surgical | Global Controller | 2001–2005 | Established global reporting processes; built finance infrastructure |
| STAAR Surgical | VP, International Finance | 1999–2001 | Led international finance; supported geographic expansion |
| KPMG | Accountant | 1991–1994 | Early career professional grounding in audit/accounting |
Note: Press materials also reference prior CFO service from 2007–2013 and 2017–2020 ; company biography lists CFO service from 2005–2013 and 2017–2020 .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lineage Cell Therapeutics (NYSE: LCTX) | Director; Audit Committee Chair; previously Compensation Committee Chair | Since Apr 2014 | Brings public company audit oversight and compensation governance experience relevant to STAAR |
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base Salary | $495,000 annual | |
| Target Annual Bonus | 55% of base salary (prorated for 2025 start) | |
| Initial Equity (Grant Date) | $1,400,000 total value on start date (50% RSUs, 50% PSUs) | |
| RSU Vesting | 33% on 1st anniversary; 33% on 2nd; 33% on 3rd | |
| PSU Performance Period | Company’s 2025 PSU Plan for period ending Dec 31, 2027 | |
| Severance/Change-in-Control Eligibility | Eligible to participate in Executive Severance and Change in Control Agreement | |
| Employment Term | At-will |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| 2025 Annual Bonus (corporate program) | Revenue | Part of 75% financial weighting | Not disclosed | Not disclosed | Not disclosed | Annual cash bonus program revamped for 2025; 75% financial (Revenue, SG&A cost controls, Gross Margin), 25% strategic objectives (U.S., China, R&D) |
| 2025 Annual Bonus (corporate program) | SG&A cost controls | Part of 75% financial weighting | Not disclosed | Not disclosed | Not disclosed | Structured to reinforce cost discipline; SG&A cited as management focus |
| 2025 Annual Bonus (corporate program) | Gross Profit Margin | Part of 75% financial weighting | Not disclosed | Not disclosed | Not disclosed | Financial quality emphasis |
| 2025 Annual Bonus (corporate program) | Strategic objectives (U.S., China, R&D) | 25% | Not disclosed | Not disclosed | Not disclosed | Strategic execution weighting |
| 2025 PSUs | Multi-year revenue growth | Equity mix: 50% PSUs of annual equity; performance over 3 years | Not disclosed | Not disclosed | Not disclosed | PSUs measure revenue over 3-year period; equity mix shifted to 50% PSUs/50% RSUs for 2025 |
2024 context: Company-wide 2024 annual bonus plan missed minimum thresholds (Revenue threshold $337M; Adjusted EBITDA/share threshold $0.88), funding at 0% and 2024 PSUs forfeited; program changes made for 2025 to strengthen pay-for-performance .
Equity Ownership & Alignment
| Name | Common Shares Owned (#) | Options Exercisable within 60 Days (#) | RSUs Vesting within 60 Days (#) | Total Beneficial Ownership (#) | % of Class |
|---|---|---|---|---|---|
| Deborah Andrews | 8,586 | — | — | 8,586 | <1% |
- Stock Ownership Guidelines: Executives must own shares equal in value to at least their annual base salary within four years; the company disclosed all directors and executive officers were in compliance as of April 24, 2025 .
- Hedging/Pledging: Insider Trading Policy prohibits hedging and speculative transactions; pledging or margin accounts require pre-clearance .
- Clawback: Nasdaq Rule 10D-1 compliant clawback for excess incentive compensation within a three-year lookback following restatements .
Near-term selling pressure: Proxy merger materials show no RSUs vesting for Ms. Andrews within 60 days of the September 2025 record dates, suggesting limited short-term supply from scheduled vesting . We attempted to fetch Form 4 transactions to assess insider selling but encountered an authorization error; thus, recent sale patterns are not available from this tool run.
Employment Terms
- Offer letter: CFO effective June 25, 2025; base salary $495,000; target bonus 55% (prorated); initial equity $1,400,000 split 50% RSUs/50% PSUs; RSUs vest 33% annually over 3 years; PSUs per 2025 plan through Dec 31, 2027; eligible for Executive Severance and Change in Control Agreement; at-will .
- Executive Severance Agreements: C-level executives eligible for 12 months base salary and 12 months health/dental continuation upon termination without cause or for good reason (outside change-in-control), lump-sum; Senior VPs eligible for 9 months .
- Executive Change-in-Control Agreements: If terminated without cause within 12 months after change-in-control, or resign for good reason within 15 months, executives receive (i) 12 months base salary (lump-sum), (ii) target bonus plus greater of accrued current-year bonus or prior-year bonus (prorated), (iii) 12 months health/dental continuation; with 280G best-net cutback provision .
- Change-of-control treatment of equity (Merger proxy):
- In-the-Money Options: cashed out for intrinsic value; out-of-the-money cancelled .
- RSUs granted before Aug 4, 2025 (including Ms. Andrews’ initial RSUs): cancelled for cash equal to Merger Consideration × shares; RSUs granted on/after Aug 4, 2025 convert into Alcon RSUs with pro rata acceleration upon certain terminations within 24 months post-close .
- PSUs: cancelled and paid in cash at Merger Consideration × shares, with performance deemed achieved at 160% of target .
Compensation Committee Analysis
- Program shifts: Increased PSU weighting in annual equity mix (50% in 2025), eliminated stock options in 2025 awards; revamped 2025 bonus metrics to 75% financial and 25% strategic; no discretion applied to 2024 outcomes (zero bonus, PSUs forfeited) .
- Consultants: Committee engaged Semler Brossy in 2024; independence assessed; benchmarking and plan structuring support provided .
- Peer group (2024 benchmarking): U.S. medtech peers between $1–$9B market cap and $200M–$1B revenue, including AtriCure, Axonics, Glaukos, Globus Medical, ICU Medical, Inari Medical, Inspire Medical Systems, iRhythm Technologies, LeMaitre Vascular, Merit Medical Systems, Nevro, NuVasive, Penumbra, QuidelOrtho, ShockWave Medical, Silk Road Medical, Tandem Diabetes Care .
- Say-on-Pay: 83% support in 2024; shareholder feedback prompted changes to reduce guaranteed elements, increase performance-based equity, and align metrics over multi-year periods .
Investment Implications
- Strong alignment through performance-based equity: Ms. Andrews’ $1.4M initial equity award split 50% RSUs and 50% PSUs with three-year performance period reinforces multi-year revenue growth focus; 2025 bonus program adds SG&A and gross margin discipline .
- Event-driven upside crystallization under merger terms: RSUs granted before Aug 4, 2025 convert to cash at the Merger Consideration; PSUs pay out at 160% of target in cash at close—reducing future selling overhang but creating a one-time cash realization for executives, including Ms. Andrews .
- Limited near-term selling pressure: No RSUs vest within 60 days for Ms. Andrews in September/October 2025 proxy tables; ownership is modest (<1%), so supply from scheduled vesting appears minimal absent deal close .
- Governance safeguards: Ownership guidelines (≥1× salary within four years), hedging/pledging prohibitions, and clawback reduce misalignment and risk; 2024 plan outcomes (zero bonus/PSU forfeiture) demonstrate pay-for-performance enforcement .
- Execution priorities: Management highlights SG&A run-rate discipline ($225M target) and capital allocation oversight via a new Board committee; tracking cost control and margin improvement under the CFO should be central to near-term fundamental thesis .
Note: Insider Form 4 data to assess recent selling/exercising could not be fetched due to an authorization error in the insider-trades tool during this session.