Elizabeth Yeu

About Elizabeth Yeu

Elizabeth Yeu, M.D. is an independent director of STAAR Surgical, serving on the Board since January 2021 and elected Board Chair in February 2025. She is 46 years old. Dr. Yeu is a practicing and nationally recognized ophthalmologist: Partner at Virginia Eye Consultants since 2014 and Assistant Professor of Ophthalmology at Eastern Virginia Medical School since 2012. She previously served as President of the American Society of Cataract and Refractive Surgery (ASCRS) from 2023–2024 and serves on its Executive Board. She joined the Board of Tarsus Pharmaceuticals in December 2021 and became CMO of Tarsus in November 2024. Education: accelerated combined undergraduate/MD, University of Florida; Ophthalmology residency at Rush University (Chief Resident 2006–2007); fellowship in cornea/anterior segment/refractive surgery at Baylor College of Medicine (Cullen Eye Institute). The Board cites her clinical expertise and industry board experience as core credentials.

Past Roles

External Roles

Board Governance

• Current Board roles: Board Chair; member, Audit Committee; member, Compensation Committee; Chair, Nominating & Governance Committee. As of the proxy date, committee composition is: Audit (Zhou Chair; members Silverman, Yeu), Compensation (Butcher Chair; members Yeu, Zhou), Nominating & Governance (Yeu Chair; members Silverman, Zhou). Each current member of these committees is independent under Nasdaq/SEC rules.
• Independence: The Board determined Dr. Yeu is independent under Nasdaq rules; CEO Farrell is not independent. Roles of CEO and Board Chair were separated in Feb 2025, with Dr. Yeu elected Board Chair. No Lead Independent Director is designated while the Chair is independent.
• Attendance and meetings: The Board held 11 meetings in 2024; each director attended more than 75% of Board and committee meetings during periods of service. Committee meetings in 2024: Audit (4), Compensation (6), Nominating & Governance (4).
• Board effectiveness: Annual Board/committee self-evaluation led by the Chief Legal Officer; Nominating & Governance Committee recommends improvements based on feedback.
• Governance policies: Updated Corporate Governance Guidelines and committee charters in 2024; stock ownership guidelines (directors must hold ≥3x base cash retainer within 4 years; all directors and officers currently in compliance); clawback policy maintained; insider trading policy updated in 2024 to prohibit hedging and speculative transactions.

Fixed Compensation

• Program design (Non-Employee Director Compensation): | Component | Amount/Terms | |---|---| | Board member base annual cash retainer | $50,000 | | Committee membership retainer (Audit/Comp/NomGov) | $10,000 each | | Committee Chair additional retainer | $15,000 (each of Audit/Comp/NomGov) | | Board Chair and/or Lead Independent Director retainer | $40,000 | | Annual equity grant (director’s choice of options, restricted stock, or mix) | $180,000 grant date fair value; vests in full on earlier of 1st anniversary or next annual meeting | | 2024 grant date and vest schedule | Grants on June 20, 2024; scheduled to vest June 18, 2025 (prior to first anniversary due to meeting date) | | Director annual equity limit | Total director fees + equity not to exceed $500,000 per calendar year under the plan |

• 2024 Director Compensation – Dr. Yeu: | Year | Cash Fees ($) | Option Awards ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:|---:| | 2024 | 70,000 | 90,006 | 90,007 | 250,013 |

Notes: Her 2024 cash appears consistent with base ($50,000) plus two committee memberships (2 × $10,000 = $20,000). Board Chair retainer ($40,000) would apply beginning 2025.

Performance Compensation

• Director equity awards: Non-employee director equity is time-based and not tied to specific performance metrics; annual grant vests on timeline noted above.
• Company executive incentive context (for reference): In 2024 the company’s annual bonus plan for executives paid 0% due to results below goals; 2024 PSUs did not vest and were forfeited. The company highlights Revenue, Adjusted EBITDA, and Net Income as the most important financial performance measures linking pay to performance.

Other Directorships & Interlocks

• Compensation Committee interlocks: The proxy discloses no interlocking relationships for the Compensation Committee in FY2024; members included Butcher, Weisner, and Yeu (non-employees).
• Related-party transactions: Apart from a disclosed consulting agreement with director Wei Jiang (RSU grant-date value $1,275,000; dates/vesting specified), there were no other related person transactions requiring disclosure since December 29, 2023. None were disclosed involving Dr. Yeu.

Expertise & Qualifications

• Clinical and industry expertise: Practicing refractive cataract surgeon with extensive publications and speaking; insights into clinical needs of refractive surgeons and patients.
• Recognitions: The Ophthalmologist Power List (Global Top 100 in 2020 & 2022; Top 100 Women 2021; Emerging Leader 2019; Rising Stars 2017; Top 40 Under 40 in 2015), Women in Medicine’s Top Ophthalmologist (2021), OIS Clinical Rising Star (2018), multiple “Top Doc” and peer-voted awards.
• Board-relevant skills cited: Director experience in medical device and pharmaceutical fields; governance stewardship as Board Chair.

Equity Ownership

• Beneficial ownership (as of April 22, 2025): | Holder | Common Shares Owned (#) | Options Exercisable by 6/21/2025 (#) | RSUs Vesting by 6/21/2025 (#) | Total Beneficial (#) | % of Class | |---|---:|---:|---:|---:|---:| | Elizabeth Yeu | 2,855 | 19,101 | 2,244 | 24,200 | <1% |

• Stock ownership guidelines: Non-employee directors must hold ≥3x base annual cash retainer within 4 years of joining the Board; STAAR states all directors and executive officers are in compliance as of the proxy.

• Trading/hedging: Insider trading policy updated in 2024; prohibits hedging and speculative transactions in STAAR securities.

Governance Assessment

• Strengths:

  • Independent Board Chair with deep domain expertise; separation of Chair/CEO in Feb 2025 improved governance optics.
  • Active committee engagement: Yeu chairs Nominating & Governance and serves on Audit and Compensation; committees composed of independent directors under heightened standards.
  • Attendance and engagement: Board met 11 times in 2024; all directors attended >75% of meetings; independent directors hold executive sessions.
  • Shareholder alignment: Robust director stock ownership guidelines with reported compliance; clawback policy in place; hedging prohibited.
  • Pay governance: 2024 say‑on‑pay received 83% support, indicating acceptable shareholder sentiment on compensation.

• Watchpoints:

  • External executive role: Dr. Yeu serves as CMO of Tarsus while Board Chair at STAA; while no related-party transactions are disclosed involving her, this dual responsibility may warrant monitoring for time commitments and any evolving business overlaps.
  • Committee workload: Simultaneous service on Audit, Compensation, and as Nominating & Governance Chair concentrates governance responsibilities; performance appears solid given attendance disclosure, but workload should be monitored.

• Conflicts/Related-Party:

  • No related‑person transactions disclosed involving Dr. Yeu; the only disclosed related‑person arrangement was a consulting agreement with director Wei Jiang, reviewed/approved under STAAR’s Related Person Transaction Policy.