Wei Jiang
STAAR SURGICALAbout Wei Jiang
Wei Jiang, age 61, has served on STAAR Surgical’s Board since March 2024. He brings 25+ years of leadership in pharmaceuticals and medical devices across China and APAC, including senior roles at Bayer, AstraZeneca, Guidant, and Eli Lilly. He holds a B.BA. from Campbell University and an M.A. in Economics from Indiana State University. As of April 2025, he is deemed not independent under Nasdaq rules due to a paid advisory engagement with STAAR for APAC strategy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer Pharmaceuticals (Region China & APAC) / Bayer Group Greater China | EVP & President; President Greater China | 2012–2021 (retired 2021) | Led regional pharma operations; deep APAC execution experience |
| AstraZeneca (China) | Senior Vice President, China Operations | Prior to 2012 | Scaled commercial operations in China |
| Guidant (China) | Managing Director, China Operations | Prior to AstraZeneca | Built medical device business in China |
| Eli Lilly (China) | Marketing Director, China Operations; prior roles | Prior to Guidant | Commercial leadership in China |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waters Corporation (NYSE: WAT) | Director | Since 2021 | Member, Science & Technology Committee |
Board Governance
- Independence: Independent upon appointment in 2024; as of April 2025 no longer independent due to a compensated role as special strategic advisor (Chief of APAC Strategy) to STAAR through fiscal 2025. Board and Audit Committee approved under Related Person Transaction Policy.
- Committee service: Served on Audit and Nominating & Governance Committees during 2024; stepped down in April 2025 upon becoming a paid advisor. No current committee assignments post-change.
- Attendance: The Board met 11 times in 2024; each director attended >75% of Board and committee meetings during their service.
| Governance Item | Status/Details |
|---|---|
| Director Since | March 2024 |
| Independence (current) | Not independent (paid APAC advisor) |
| 2024 Committees | Audit; Nominating & Governance (stepped down April 2025) |
| Current Committees | None (post-April 2025) |
| 2024 Attendance | >75% of meetings (Board/committees) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $57,349 | Elected to take a portion as RSUs; 1,061 RSUs in lieu of cash (grant-date FV $39,936) and delivery deferred |
| Option Awards (grant-date FV) | $90,006 | June 20, 2024 option grant (4,010 sh); standard terms under plan |
| Stock Awards (grant-date FV) | $138,901 | March 12, 2024 RS (1,299 sh); June 20, 2024 RS (2,244 sh) |
| Total 2024 Director Compensation | $286,256 | Sum of components above |
Non-employee director program (structure):
- Annual cash retainers: Board member $50,000; Committee Chair $15,000; Committee member $10,000; Board Chair/Lead Independent Director $40,000.
- Annual equity grant: $180,000 grant-value at each annual meeting; vest in full at the earlier of the first anniversary or next annual meeting; form elected by director (options and/or restricted stock). 2024 grants on June 20, 2024 vest June 18, 2025. Prorated initial grants for new directors.
| Program Element | Amount/Terms |
|---|---|
| Board Member Base Retainer (cash) | $50,000 |
| Committee Chair (each) | $15,000 |
| Committee Member (each) | $10,000 |
| Board Chair / Lead Director | $40,000 |
| Annual Equity Grant | $180,000; vests at 1 year or next AGM; director elects options/RS |
| 2024 Grant Date | June 20, 2024 (vesting June 18, 2025 due to earlier AGM date) |
Performance Compensation
- No performance-based compensation components are disclosed for non-employee directors. Annual equity for directors is time-based (choice of options/restricted stock); Wei’s 2024 director equity consisted of restricted stock and options; a portion of his cash retainer was taken as RSUs at his election.
Employment & Contracts (Director-Specific)
| Agreement | Key Terms |
|---|---|
| STAAR Consulting Agreement (Chief of APAC Strategy) | RSUs with grant-date value $1,275,000, granted May 12, 2025; vesting one-third on Aug 12, 2025, Nov 12, 2025, and Jan 12, 2026; continues to receive standard director compensation; approved by Audit Committee and Board under Related Person Transactions Policy. Engagement through end of fiscal 2025. |
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares of Common Stock Owned | 2,360 (includes 1,061 vested RSUs with deferred delivery) |
| Options Exercisable by June 21, 2025 | 4,010 |
| RSUs Vesting by June 21, 2025 | 2,244 |
| Total Beneficial Ownership (Rule 13d-3) | 8,614; less than 1% of outstanding shares |
| Ownership Guidelines | Directors must hold ≥3x base cash retainer within 4 years; all directors/officers currently in compliance |
| Hedging/Pledging | Hedging prohibited; pledging/margin requires pre-clearance under Insider Trading Policy |
Other Directorships & Interlocks
| Company | Ticker | Role | Noted Interlocks/Conflicts |
|---|---|---|---|
| Waters Corporation | WAT | Director; Science & Technology Committee | No STAAR-related interlocks disclosed |
Expertise & Qualifications
- Deep APAC operating expertise in pharma/medtech, including China market leadership (Bayer, AstraZeneca, Guidant, Eli Lilly).
- Public company board experience (Waters Corp.).
- Board concluded his experience benefits STAAR’s strategy in Asia and global growth.
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support: 83%; Company engaged shareholders and tightened pay-for-performance (no discretion; 2024 bonus funded 0%; 2024 PSUs forfeited).
Risk Indicators & RED FLAGS
- Related-Party/Independence: Wei Jiang’s paid APAC advisory role creates a dual-role risk (board member and compensated advisor), resulting in loss of independence under Nasdaq rules. Mitigants: engagement approved by Audit Committee/Board under Related Person Transaction Policy; time-bound through fiscal 2025; rationale tied to China/APAC execution needs.
- Equity Alignment: Meaningful, but small relative to float (<1% ownership); conforms to stock ownership guidelines; no hedging allowed; pledging restricted.
- Attendance/Engagement: >75% attendance in 2024; supports engagement baseline.
Governance Assessment
- Strengths: Significant APAC operating experience directly relevant to STAAR’s near-term priorities; ongoing director equity and ownership guideline compliance align interests; good 2024 attendance; prior committee service on Audit and Nominating & Governance demonstrates engagement with oversight.
- Watch items / RED FLAGS: Active paid advisory role while serving on the Board (independence loss) and sizable RSU grant tied to consulting (perceived conflict risk); ensure continued Audit Committee oversight, robust recusals on APAC topics where appropriate, and clear disclosure of deliverables/scope.
Net take: Jiang’s APAC expertise is strategically valuable amid China headwinds, but his dual role requires vigilant governance to preserve board objectivity and investor confidence.