Nathaniel Sisitsky

About Nathaniel Sisitsky

Nathaniel B. Sisitsky, Esq. is Chief Legal Officer and Corporate Secretary of STAAR Surgical, promoted in March 2025 after joining as SVP, General Counsel & Corporate Secretary in December 2023; he is 51, with a B.A. in Political Science & Economics from Emory University and a J.D. from NYU School of Law . Prior roles include senior legal leadership at NuVasive, CareFusion, and American Tower, and earlier practice at WilmerHale; at STAAR he oversees legal, compliance, and HR and leads the Board’s annual evaluation process, underpinning governance and risk oversight . Company performance context: 2024 revenue was $313.9M (down 3% YoY), net income was –$20.2M, Adjusted EBITDA was $23.2M (or $0.47 per share), and Pay-versus-Performance TSR measured 70.39 versus peer group 125.56, framing pay-for-performance outcomes (zero annual bonus, PSUs forfeited) .

Past Roles

External Roles

No external public company directorships or committee roles are disclosed for Sisitsky .

Fixed Compensation

Offer letter confirmed base salary and target bonus, plus standard executive benefits (unlimited vacation, executive health screening, $500,000 life insurance, 401(k), and severance/CIC agreements) .

Performance Compensation

2024 Annual Bonus Plan (Company-level metrics; applied to executive pool)

2024 PSU Program (Company revenue single-year performance)

Equity Ownership & Alignment

Beneficial Ownership (SEC Rules; includes exercisable options within 60 days and RSUs vesting within 60 days)

Stock ownership guidelines require executives to hold shares equal in value to at least 1× annual base salary within four years; all directors and executive officers are in compliance . Insider policy prohibits hedging and short-term/speculative transactions and restricts pledging/margin without preclearance; no pledging by Sisitsky is disclosed .

Outstanding Awards and Vesting

Offer letter initial equity grant at hire: 300% of base salary split 50% options / 50% RSUs with cliff + monthly vest schedules; consistent with awards observed from Dec 2023 .

Employment Terms

• Start date and role changes: Joined STAAR December 2023 as SVP, General Counsel & Corporate Secretary; promoted March 2025 to Chief Legal Officer & Corporate Secretary, overseeing legal, compliance, and HR and serving as Corporate Secretary to the Board .

• Offer letter economics: $470,000 base salary, 55% target bonus, initial equity grant valued at 300% of salary (50% options, 50% RSUs), executive benefits including $500,000 life insurance and executive health screening, 401(k), severance and change-in-control agreements; employment at-will .

• Severance (non-CIC): As of 2024, Sisitsky (SVP role) eligible for nine months of base salary paid in lump sum and nine months of group health/dental continuation if terminated without cause or for good reason, subject to release; levels vary by executive tier .

• Change-in-Control (double-trigger): If terminated without cause within 12 months post-CIC or resigns for good reason within 15 months post-CIC, receives 12 months base salary (lump sum), target bonus plus greater of accrued/previous year bonus (prorated), and 12 months health/dental continuation; 4999 excise tax cutback-or-full-whichever-better applies (not a gross-up) .

• Clawback: Executive incentive compensation subject to mandatory recoupment for three fiscal years after an accounting restatement under Nasdaq Rule 10D‑1 policy adopted October 2023 .

• Insider trading, hedging/pledging: Hedging, short sales, and speculative transactions prohibited; pledging/margin requires preclearance; updated policy published in 2024 .

Compensation Structure Analysis

• 2024 outcomes: Company missed minimum thresholds for revenue ($313.9M vs $337M) and Adjusted EBITDA/share ($0.47 vs $0.88), resulting in 0% funding for executive annual bonuses and forfeiture of 2024 PSUs, reinforcing pay-for-performance alignment; say‑on‑pay support was 83% in 2024, below desired level but majority .

• Equity mix shift: Annual equity award mix moved from 1/3 options/1/3 RSUs/1/3 PSUs (2023) to 20% options/40% RSUs/40% PSUs (2024), and eliminated options entirely in 2025 (50% RSUs/50% PSUs), increasing performance-based weighting and reducing option risk .

• 2025 incentive redesign: Bonus plan weights 75% to financials (revenue, SG&A cost control, gross margin) and 25% to strategic objectives; 2025 PSUs measure multi-year revenue growth over three years .

• Peer benchmarking: Compensation peer group updated (17 medtech peers) with executive total comp targeted between 50th–75th percentile; independent consultant Semler Brossy engaged in 2024 .

Equity Ownership & Alignment Details

• Ownership guidelines: Executives must hold stock worth at least 1× base salary within four years; STAAR reports all directors/executives are in compliance, supporting alignment .

• Hedging/pledging risk: Policy bans hedging and requires preclearance for pledging/margin; no pledging disclosed for Sisitsky—reduces alignment risk concerns .

• Vested vs unvested: As of 12/27/2024, Sisitsky held unvested RSUs (14,624 and 17,481) and unexercisable options (26,574 and 15,657), with defined vesting schedules that could create periodic liquidity windows; 2024 PSUs did not vest (0% funding) .

Employment Contracts and Governance

• Board governance involvement: As CLO, Sisitsky leads the Board’s annual self-evaluation, compiles director feedback, and supports governance enhancements, including updated Governance Guidelines and committee charters in 2024, strengthening oversight processes .

• Related party controls: Transactions with related persons require Audit Committee approval; 2025 disclosed consulting RSU agreement with director Wei Jiang (not related to Sisitsky); no related-party transactions involving Sisitsky disclosed .

Risk Indicators & Red Flags

• Pay outcomes: Zero annual bonus and PSU forfeiture in 2024 reflect strict performance gating—positive alignment signal, though repeated misses could pressure retention .

• CIC economics: Double-trigger CIC protections with salary+bonus and benefit continuation are standard; no tax gross-up—uses cutback-or-full approach, mitigating shareholder-unfriendly optics .

• Hedging/pledging: Prohibitions reduce alignment risks; no pledging disclosed for Sisitsky .

• Governance: Clawback policy in place; insider trading policy updated; stock ownership guideline compliance—positive governance posture .

Performance & Track Record

• Company execution context: Despite double-digit revenue growth in Japan, South Korea, and U.S., macro weakness in China drove 2024 results below targets; leadership realignment in early 2025 elevated Sisitsky to CLO with expanded oversight, aligning legal/compliance rigor with strategic needs .

• Say‑on‑pay & shareholder feedback: 83% support in 2024 with shareholder engagement prompting increased PSU weighting and multi-year metrics in 2025 .

Investment Implications

• Alignment: Sisitsky’s compensation is tightly linked to revenue/EBITDA targets; 2024 zero payouts and 2025 multi-year PSUs indicate stronger pay‑for‑performance discipline—positive for governance-sensitive investors .

• Retention risk: As 2024 equity PSUs were forfeited and options are out-of-the-money at grant prices ($32.14–$37.64), retention relies on 2025 RSU/PSU mix and improved fundamentals; CIC/severance terms provide standard safety nets without gross‑ups .

• Trading signals: Upcoming RSU/option vesting dates (annual and monthly schedules) can create periodic selling pressure; no hedging/pledging allowed reduces asymmetric risk; monitor Form 4s around vest dates for potential supply .

• Governance quality: Active governance updates, Board evaluations led by CLO, clawback, and ownership guideline compliance provide strong checks; continued delivery against 2025 financial/strategic bonus metrics and three‑year PSU revenue goals will be key catalysts for aligning realized pay with shareholder returns .