Louis Silverman

About Louis E. Silverman

Louis E. Silverman (age 66) rejoined STAAR Surgical’s Board in April 2025 after prior service from 2014–2022; he is currently an independent director serving on the Audit and Nominating & Governance Committees . He brings senior executive experience in healthcare technology and services, including as Chair and CEO of Hicuity Health since February 2014, with prior CEO roles at Quality Systems, LifeComm, and Marina Medical Billing, and earlier operating leadership at CorVel . Silverman holds a B.A. from Amherst College and an M.B.A. from Harvard Business School . The Board cites his financial and operating rigor, public company experience, and prior STAAR board knowledge as qualifications .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Silverman is independent under Nasdaq rules; the Board’s independent directors include Butcher, Silverman, Yeu, and Zhou .
• Committee assignments (current): Audit Committee (member); Nominating & Governance Committee (member) .
• Committee chairs: Audit—Zhou; Compensation—Butcher; Nominating & Governance—Yeu .
• Board leadership: Roles of CEO and Board Chair are separated; Dr. Elizabeth Yeu (independent) serves as Board Chair (effective Feb 2025) .
• Attendance: The Board met 11 times in 2024; each director (serving during 2024) attended >75% of Board/committee meetings. Silverman rejoined in 2025 (attendance for 2024 not applicable) .
• Executive sessions: Independent directors meet in executive session as deemed necessary .
• Board evaluation: Annual Board and committee self-evaluations led by the Chief Legal Officer with N&G oversight .

Fixed Compensation

• Program design: Non-employee director equity awards are granted on the date of the annual meeting (FMV $180,000), vesting in full on the earlier of the first anniversary or the next annual meeting; directors can elect stock options, restricted stock, or a combination using Black-Scholes/fair value. New directors receive a pro‑rated equity grant at start of service .
• Application to Silverman’s current roles: Based on the program, Silverman’s applicable cash components would include the base retainer plus additional committee membership fees for Audit and Nominating & Governance (two committees) under the published schedule (actual paid amounts follow company policy and timing) .

Performance Compensation

Note: STAAR’s 2025 executive PSU program is performance-based on multi-year revenue, but non-employee director equity is time-based and not tied to performance metrics .

Other Directorships & Interlocks

• Related party policy and review: All related person transactions require Audit Committee review/approval. Apart from a disclosed RSU-compensated consulting arrangement with director Wei Jiang (APAC strategy), no related party transactions were disclosed since Dec 29, 2023; no Silverman-related transactions disclosed .

Expertise & Qualifications

• Qualifications highlighted by the Board: senior executive leadership in healthcare technology/services; public company executive and board experience; financial and operating rigor; prior STAAR board knowledge .
• Education: B.A., Amherst College; M.B.A., Harvard Business School .
• Functional strengths: operations, corporate strategy, and healthcare services/technology scaling (Hicuity Health), plus prior CEO experience at QSII/NextGen Healthcare .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must own shares equal in value to at least 3x base annual cash retainer within four years of joining the Board; all directors and executive officers are currently in compliance under the policy (compliance for newer directors recognizes the four-year accumulation period) .
• Hedging/pledging: Hedging and short-term/speculative trading are prohibited; pledging or margin requires pre‑clearance under the Insider Trading Policy .

Governance Assessment

• Positives

  • Independent director with prior STAAR tenure and current committee roles in Audit and Nominating & Governance, enhancing financial oversight and governance processes .
  • Strong healthcare technology/services CEO background and prior public company CEO/board experience, supporting oversight of operating rigor and strategy .
  • Board structure: independent Chair, separated from CEO; refreshed Board with 4 of 6 nominees joining in the last two years; annual evaluations and ownership guidelines in place .
  • Pay practices trend toward performance alignment at the executive level (e.g., 2024 bonuses and PSUs paid 0% due to underperformance; 2025 greater PSU mix), reflecting responsiveness to 83% say‑on‑pay support and investor feedback .

• Watch items / potential red flags

  • Initial personal stake is modest (475 shares; <1% of class), though compliant under the four‑year director ownership guideline and policy counting unvested time‑based equity; monitor accumulation over time for alignment signal .
  • Ongoing APAC strategic execution risk resides elsewhere on the Board (Wei Jiang’s compensated advisory role), not a Silverman conflict; no Silverman-related party transactions disclosed .
  • Industry adjacency of external boards (Oncocyte, Veradigm) appears non-overlapping with STAAR’s refractive lens business; continue to monitor for any vendor/customer relationships or conflicts (none disclosed) .

• Board effectiveness indicators

  • 2024 Board/committee attendance >75% across serving directors; 11 Board meetings; independent director executive sessions policy .
  • Clear committee remits including Audit oversight of financial reporting, internal controls, and cyber/data privacy; Compensation oversight of HCM and succession; N&G oversight of governance and sustainability .