Warren Foust
STAAR SURGICALAbout Warren Foust
Warren Foust is President and Chief Operating Officer of STAAR Surgical; he joined STAAR as COO in April 2023 and was promoted to President & COO in March 2025. Age 49, he leads sales, manufacturing, operations, with CMO, CMO, and CDO reporting to him; he holds a Master’s degree in Marketing and a bachelor’s degree from the University of Alabama, and previously served as Worldwide President, Johnson & Johnson Vision, Surgical (Dec 2019–Mar 2023), Worldwide President of Mentor (2018–2019), and VP U.S. Sales & Marketing at Mentor (2015–2018) . Company performance context: STAAR reported net sales of $313.9 million in 2024 (−3% YoY from $322.4 million in 2023) and Adjusted EBITDA of $23.2 million ($0.47/share) vs Adjusted EBITDA per share of $1.15 in 2023; 2024 executive bonuses and PSUs paid at 0% reflecting missed thresholds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson Vision, Surgical | Worldwide President | Dec 2019–Mar 2023 | Led global surgical vision business |
| Mentor (Johnson & Johnson) | Worldwide President | 2018–2019 | Led breast reconstruction & aesthetics unit |
| Mentor (Johnson & Johnson) | VP, U.S. Sales & Marketing | 2015–2018 | Commercial leadership for U.S. market |
| DePuy Synthes (Johnson & Johnson) | Sales leadership roles | Not disclosed | Various sales leadership roles |
| Roche Pharmaceuticals | Sales Representative | 1999–(prior to J&J roles) | Early career in pharma sales |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $550,000 | $576,950 (as of Dec 27, 2024; +4.90% merit) |
| Target Bonus Amount ($) | $256,667 (pro-rated for 2023 service) | $403,865 |
| Target Bonus % of Salary | Not disclosed | 70% |
| Actual Bonus Paid ($) | $128,333 (50% of target) | $0 (0% of target; pool funded at zero) |
Performance Compensation
Annual Bonus Plan Design and Outcomes
| Year | Metric | Weighting | Minimum | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| 2024 | Revenue | 50% | $337m | $355m | $373m | $313.9m | 0% pool funding; Foust $0 |
| 2024 | Adjusted EBITDA per share* | 50% | $0.88 | $0.99 | $1.13 | $0.47 | 0% pool funding; Foust $0 |
| 2023 | Revenue | Equal (pool funds on standalone basis) | Not disclosed | $355m | Not disclosed | $322.4m | 50% pool funding; Foust $128,333 |
| 2023 | Adjusted EBITDA per share* | Equal (pool funds on standalone basis) | Not disclosed | $1.30 | Not disclosed | $1.15 | 50% pool funding; Foust $128,333 |
*Adjusted EBITDA per share is a non-GAAP measure, reconciled in the proxy appendix .
Equity Incentives: RSUs, PSUs, Options (Grant Mix, Metrics, Vesting)
| Element | 2023 Plan | 2024 Plan |
|---|---|---|
| Award Mix | New-hire awards: 50% options, 50% RSUs for Foust | Annual awards: 20% options, 40% RSUs, 40% PSUs (mix adjusted to reduce options) |
| PSU Performance Metric | 2023 revenue target $355m; payout capped at 150%; funded 0% (forfeited) | 2024 revenue target $355m; payout capped at 150%; funded 0% (forfeited) |
| RSU Vesting | One-third annually on first 3 anniversaries, service-based | One-third annually on first 3 anniversaries, service-based |
| Option Vesting/Term | 10-year term; 1/3 at first anniversary, remaining monthly over 24 months | 10-year term; 1/3 at first anniversary, remaining monthly over 24 months |
Equity Awards Granted (Detail)
| Grant Date | Type | Shares/Units (#) | Exercise Price ($) | Term | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| May 8, 2023 | RSUs | 20,331 | — | 3-year, 1/3 annually | $1,374,986 |
| May 8, 2023 | Options | 37,567 | $67.63 | 10 years; staged vesting | $1,374,997 |
| Mar 12, 2024 | RSUs | 24,525 | — | 3-year, 1/3 annually | $923,121 |
| Mar 12, 2024 | Options | 21,966 | $37.64 | 10 years; staged vesting | $461,558 |
| Mar 12, 2024 | PSUs (target) | 24,525 | — | 0% funded; forfeited | $923,121 |
Outstanding Equity Awards at FYE 2024 (Dec 27, 2024)
| Award Type | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|---|---|---|---|
| Options | May 8, 2023 | 19,826 | 17,741 | $67.63 | May 7, 2033 | — | — | — | — |
| RSUs | May 8, 2023 | — | — | — | — | 13,554 | $328,142 | — | — |
| Options | Mar 12, 2024 | — | 21,966 | $37.64 | Mar 11, 2034 | — | — | — | — |
| RSUs | Mar 12, 2024 | — | — | — | — | 24,525 | $593,750 | — | — |
| PSUs | Mar 12, 2024 | — | — | — | — | — | — | 24,525 (0% funded; forfeited) | $593,750 |
Note: Market values based on $24.21 closing price on Dec 27, 2024 .
Equity Ownership & Alignment
| As of Apr 22, 2025 | Shares Owned | Options Exercisable ≤ Jun 21, 2025 (#) | RSUs Vesting ≤ Jun 21, 2025 (#) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Warren Foust | 12,534 | 35,240 | 6,777 | 54,551 | <1% (based on 49,526,129 shares) |
- Stock ownership guidelines: CEO 3x salary; other executive officers 1x salary to be achieved within 4 years of hire/promotion; includes outright shares, certain family/trust holdings, and vested in-the-money options .
- Hedging/pledging: Hedging prohibited; pledging or holding securities in margin accounts requires pre-clearance under Insider Trading Policy . No pledging by Foust is disclosed in the proxy ownership tables .
- 2025 say-on-pay: 83% approval; Board engaged shareholders and revised pay programs (50% PSUs/50% RSUs for executives in 2025) .
Employment Terms
| Provision | Severance (No CIC) | Severance (Following CIC) | Notes |
|---|---|---|---|
| Cash Severance | $550,000 lump sum | $1,320,000 lump sum (includes prior-year bonus + current-year target bonus at 100%) | Standard agreement: 1 year base salary (no CIC); CIC agreement adds 1 year target bonus + greater of accrued/current year or prior year bonus |
| COBRA Benefits | $44,371 (1 year continuation at pre-termination cost) | $44,371 | Continuation of health and dental benefits |
| Equity Acceleration | — | $634,531 (assumes awards not assumed by acquirer; PSUs at 100% target) | If acquirer assumes awards, they continue to vest on original terms |
| Disability | $211,510 equity acceleration value | — | Hypothetical values as of Dec 29, 2023 price $31.21 |
| Trigger | Termination without cause or resignation for good reason | Termination without cause within 12 months after CIC or resignation for good reason within 15 months after CIC | Double-trigger; release required; 280G cutback vs pay in full for best after-tax outcome |
| Clawback | — | — | Nasdaq Rule 10D-1 compliant clawback for excess incentive-based compensation over 3-year lookback post-restatement |
Vesting Schedules and Potential Selling Pressure
- RSUs vest one-third annually on the first three anniversaries of grant (May 8, 2023 and March 12, 2024 grants) . As of April 22, 2025, 6,777 RSUs were scheduled to vest within 60 days (by June 21, 2025), which can open Form 4 reportable transactions depending on tax withholding/settlement .
- Options vest 1/3 at first anniversary and then monthly over 24 months with 10-year terms (e.g., 2023 and 2024 grants), creating a steady cadence of incremental option vesting that can influence exercisability and potential sales under 10b5-1 plans .
Compensation Structure Observations
- Shift in equity mix: 2024 reduced options from 33% to 20% of award value and increased PSUs/RSUs to 40% each, lowering option risk while maintaining performance linkage via PSUs (which paid 0% for 2023–2024 revenue underperformance) .
- Strict pay-for-performance: 2024 annual bonus pool funded at 0% and PSUs forfeited; 2023 bonus paid at 50% despite misses, reflecting moderated funding aligned to outcomes .
- Governance strengthening: New independent compensation consultant engaged; updated governance and insider trading policies adopted; say-on-pay at 83% with shareholder engagement .
Investment Implications
- Pay alignment: Zero 2024 bonus and PSU forfeiture signal high sensitivity of Foust’s variable comp to revenue and profitability, aligning incentives with shareholders in 2025’s revised pay framework focused on multi-year revenue growth .
- Retention vs risk: One-year severance and double-trigger CIC protection provide baseline retention; equity-heavy pay with three-year vesting supports continuity but missed PSU funding reduces realized comp, potentially increasing performance pressure in 2025–2027 .
- Trading signals: RSU anniversaries (March 12 and May 8) and monthly option vesting create predictable windows for potential Form 4 activity; 6,777 RSUs scheduled to vest by June 21, 2025 indicate near-term settlement events .
- Ownership alignment: Beneficial ownership (<1% of shares; 54,551 including exercisable instruments in the 60-day window) is modest; anti-hedging policy and limited pledging permitted (with pre-clearance) mitigate misalignment risk .
