STAAR SURGICAL CO 8-K

What Happened
STAAR Surgical Company announced leadership and board changes under a cooperation agreement with Broadwood Partners, L.P. On January 14–15, 2026 the company agreed to increase its board from six to seven directors, accepted the resignations of director Stephen C. Farrell (who will remain CEO through January 31, 2026) and director Elizabeth Yeu, MD, and appointed Neal C. Bradsher, Richard T. LeBuhn and Christopher Min Fang Wang as new directors. The Cooperation Agreement with Broadwood includes customary release and non‑disparagement terms and limits Broadwood from requesting a special stockholder meeting until June 18, 2026.

Key Details

• Board changes effective Jan 14–15, 2026: board size increased to seven; three new directors appointed to serve until the 2026 annual meeting.
• CEO transition and separation terms: Mr. Farrell’s employment will terminate on or before Jan 31, 2026; his termination is treated as “without cause.” He will provide up to one year of consulting services at $45,000 per month.
• Severance and equity: under his prior employment agreement, Mr. Farrell is eligible for accrued benefits and severance (including 18 months of base salary and 18 months of health premium reimbursements) subject to signing a general release. Unvested RSUs generally forfeit at separation except (i) RSUs vesting in Feb 2026 will vest, and (ii) performance RSUs may be earned based on performance through the quarter ending July 3, 2026 with a maximum of 140,100.
• NASDAQ listing matter: Dr. Yeu’s resignation left the audit committee with fewer than three independent directors (NASDAQ Rule 5605); the company notified NASDAQ on Jan 14, 2026 and will use the cure period under Listing Rule 5605(c)(4)(B) to regain compliance.
• The company agreed to reimburse Broadwood, Yunqi Capital and Defender Capital for reasonable documented out‑of‑pocket expenses.

Why It Matters
These are material governance and leadership changes that affect near‑term management continuity and board composition. Investors should note the planned CEO transition, the consulting and severance costs (including 18 months of salary continuation and $45,000/month consulting), potential equity outcomes tied to performance through July 2026, and a temporary NASDAQ audit‑committee noncompliance that the company has formally notified the exchange it will cure. The Cooperation Agreement with an activist investor (Broadwood) also sets a near‑term framework for board composition and limits on special meeting requests.