Magda Michna
STAAR SURGICALAbout Magda Michna
Magda Michna, PhD, age 49, is STAAR Surgical’s Chief Development Officer (promoted March 2025) overseeing clinical, regulatory, quality, medical affairs, and research & development; she joined STAAR in April 2023 as Chief Clinical, Regulatory and Medical Affairs Officer . She holds a PhD in optical physics and a bachelor’s degree from the University of Melbourne, with prior roles at AcuFocus (Chief Global Clinical, Medical & Regulatory Affairs), Presbia (Chief Clinical Officer), Alcon Surgical (led clinical development 2012–2017), and VISTAKON (J&J Vision) following a McGill University ophthalmology research fellowship . During her STAAR tenure, company net sales were $313.9M in 2024 (-3% YoY vs. $322.4M in 2023) with an adjusted EBITDA per share of $0.47 and cumulative TSR value of 70.39, reflecting macro-driven China weakness and a pay-for-performance reset .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AcuFocus | Chief Global Clinical, Medical & Regulatory Affairs Officer | Apr 2018–Jan 2023 | Led clinical/medical/regulatory; company acquired by Bausch & Lomb Jan 2023 . |
| Presbia | Chief Clinical Officer | Pre-2018 | Led clinical programs prior to AcuFocus role . |
| Alcon Surgical | Clinical development lead (premium IOLs and surgical devices) | 2012–2017 | Supported franchise clinical development for premium intraocular lenses and surgical technologies . |
| VISTAKON (J&J Vision) | Vision Scientist | 2008–2012 | Industry R&D role in vision science . |
| McGill University | Research Fellow, Vision Research Group (Ophthalmology) | 2005–2008 | Academic research in ophthalmic vision science . |
External Roles
No external public-company directorships or committee roles for Dr. Michna are disclosed in STAAR’s proxy filings .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 498,275 |
| Target Bonus % of Salary | 50% |
| Target Bonus ($) | 249,138 |
| Annual Bonus Paid ($) | 0 (funded at 0% based on performance) |
| Special/Retention Bonus ($) | 60,000 (regulatory expansion initiative recognition) |
Additional context:
- 2023 base salary was $475,000; a 4.90% merit increase was approved for 2024 (consistent with U.S. employees) .
Performance Compensation
Annual Cash Bonus Plan – FY2024 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2024 | Payout |
|---|---|---|---|---|---|---|
| Revenue | 50% | $337M | $355M | $373M | $313.9M | 0% (below threshold) |
| Adjusted EBITDA per share | 50% | $0.88 | $0.99 | $1.13 | $0.47 | 0% (below threshold) |
Design notes:
- Each metric funds independently; overall pool capped at 200%, but funded at 0% given performance .
2024 PSUs – Design and Outcome
| Attribute | Detail |
|---|---|
| Performance Metric | Revenue |
| Threshold/Target/Max | $337M / $355M / $373M |
| PSU Target Shares (Magda) | 18,533 |
| Potential Payout Range | 0%–150% of target |
| Vesting | 1/3 annually over three years if performance achieved |
| FY2024 Result | Revenue $313.9M → PSU payout 0%; entire award forfeited |
2025 pay redesign:
- Annual bonus weighted 75% to revenue, SG&A cost controls, gross margin; 25% to strategic objectives (U.S., China, R&D) .
- Annual equity mix moved to 50% PSUs and 50% RSUs; PSUs measure revenue over three years .
2024 Long‑Term Equity Awards (Granted Mar 12, 2024)
| Award Type | Shares/Options | Vesting Terms | Exercise Price | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options | 16,599 | 1/3 at 1-year; remainder monthly over 24 months | $37.64 | 3/11/2034 (10-year term) | 348,785 (SPGI FASB ASC 718) |
| RSUs | 18,533 | 1/3 annually over 3 years | — | — | 697,582 (SPGI FASB ASC 718) |
| PSUs | 18,533 target | 1/3 annually if revenue targets met; forfeited for FY2024 | — | — | 697,582 (SPGI FASB ASC 718) |
| Total Equity Award Value | — | — | — | — | 1,743,949; 350% of base salary |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Shares of Common Stock Owned | 6,754 |
| Options Exercisable on/before 6/21/2025 | 24,940 |
| RSUs Vesting on/before 6/21/2025 | 4,682 |
| Total Beneficial Ownership | 36,376 |
| Percent of Shares Outstanding | <1% |
Alignment policies:
- Stock ownership guidelines: CEO 3x salary; other executive officers 1x salary within four years; all current executives compliant .
- Hedging prohibited; pledging/margin accounts prohibited without pre-clearance under insider trading policy .
- At 12/27/2024, unvested RSUs for Dr. Michna: 18,533 ($448,684 at $24.21); 2024 PSUs shown in year‑end table but subsequently cancelled post‑year‑end (0% earned) .
Employment Terms
Agreements and Triggers
- Executive Change‑in‑Control (CIC) Agreement: If terminated without cause within 12 months after a CIC or resigns for good reason within 15 months, lump‑sum payments equal to 12 months base salary, target bonus plus greater of accrued/current year prorated or prior year bonus, and 12 months health/dental benefits; excise tax cut‑back/best‑net provision applies .
- Executive Severance Agreement (non‑CIC): If terminated without cause or resigns for good reason, lump‑sum 12 months base salary and 12 months health/dental benefits .
- “Good reason” generally covers adverse changes in salary, location, or material terms .
Potential Payments (as of 12/27/2024)
| Scenario | Cash Severance ($) | COBRA/Benefits ($) | Equity Acceleration ($) |
|---|---|---|---|
| Termination without cause or for good reason (no CIC) | 475,000 | 13,937 | — |
| Termination without cause or for good reason following CIC | 950,000 | 13,937 | 675,411 (options/RSUs/PSUs assumed at 100% target per table methodology) |
| CIC (no termination) | — | — | 675,411 (if awards not assumed by acquirer) |
Performance & Track Record
- Strategic regulatory execution: Dr. Michna spearheaded efforts to expand ICL labeling in key regions, receiving a $60,000 special bonus in 2024 recognizing progress .
- FY2024 company results: Revenue $313.9M (-3% YoY), adjusted EBITDA per share $0.47, net loss $(20.2)M, impacted by China macro softness and consumer demand for ICL procedures .
- Leadership realignment (Q1 2025): Promotion to Chief Development Officer as part of broader reorganization to address market needs and cost structure improvement .
Compensation Committee & Governance Highlights
- 2024 say‑on‑pay support: 83% approval; feedback led to increased performance weighting, elimination of options in 2025 LTI, and three‑year revenue PSU program .
- Independent consultant: Semler Brossy engaged in 2024 to redesign programs and update peer group for 2025; prior peer group work by Aon/Radford .
- Clawback policy: Recoupment of excess incentive-based compensation within 3-year lookback upon restatements, per Nasdaq Rule 10D‑1 .
Investment Implications
- Pay-for-performance tightens: Zero bonus and PSU forfeiture for 2024, with 2025 shift to 50% PSUs and three-year revenue targets, reduces discretionary payouts and strengthens alignment; near-term equity-based realizations depend on multi-year execution .
- Ownership alignment and risk controls: 1x salary ownership guideline compliance, anti-hedging policy, and restricted pledging mitigate misalignment and speculative behavior .
- Potential selling pressure: Within 60 days of April 22, 2025, 4,682 RSUs scheduled to vest and 24,940 options are exercisable for Dr. Michna; monitor Form 4 activity for supply effects .
- Retention and CIC economics: Defined severance/CIC protections (including bonus elements on CIC) balance retention with shareholder alignment; equity acceleration contingent on award assumption by acquirer .
- Execution risk: China macro remains a headwind; leadership realignment places development, regulatory, and R&D accountability under Dr. Michna to support growth and margins; track progress against 2025 bonus and PSU metrics (revenue, SG&A, gross margin, strategic goals) .