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LENSAR, Inc.

For the period ended Jun 23, 2026. Filed Jun 23, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 23, 2026 · Filed Jun 23, 2026

Use the contents to explore the available documents and sections.

LNSR$5.45-0.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of LENSAR, Inc., which will be held on Tuesday, August 4, 2026, beginning at 11:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent stockholders of record at the close of business on June 10, 2026 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Annual Meeting via the Internet. Please vote electronically over the Internet, by telephone or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted atwww.virtualshareholdermeeting.com/LNSR2026.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

/s/ William J. Link, PhD

William J. Link, PhD

Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 4, 2026

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of LENSAR, Inc., a Delaware corporation, will be held on Tuesday, August 4, 2026, at 11:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/LNSR2026. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?”

The Annual Meeting is being held:

to elect Thomas B. Ellis, Richard L. Lindstrom, MD, and William J. Link, PhD as Class III directors to hold office until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified;

to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026;

to approve, on an advisory (non-binding) basis, the compensation of our named executive officers;

to approve, on an advisory (non-binding) basis, the frequency of future advisory (non-binding) votes on the compensation of our named executive officers; and

to transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on June 10, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

/s/ Nicholas T. Curtis

Nicholas T. Curtis

Chief Executive Officer

Orlando, Florida

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about June 23, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting:

This Proxy Statement and our Annual Report are available free of charge atwww.proxyvote.com.

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TABLE OF CONTENTS

Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING1
When and where will the Annual Meeting be held?1
What are the purposes of the Annual Meeting?1
Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?1
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?2
What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials?2
Can I vote my shares by filling out and returning the Notice and Access Card?2
Who is entitled to vote at the Annual Meeting?2
What is the difference between being a “record holder” and holding shares in “street name”?2
What do I do if my shares are held in “street name”?3
How many shares must be present to hold the Annual Meeting?3
What are “broker non-votes”?3
What if a quorum is not present at the Annual Meeting?3
How do I vote my shares without attending the Annual Meeting?3
How can I attend and vote at the Annual Meeting?4
Will there be a question and answer session during the Annual Meeting?4
What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?5
How does the Board recommend that I vote?5
How many votes are required to approve each proposal?5
What if I do not specify how my shares are to be voted?6
Who will count the votes?6
Can I revoke or change my vote after I submit my proxy?6
Who will pay for the cost of this proxy solicitation?6
Why hold a virtual meeting?6
PROPOSAL NO. 1: ELECTION OF DIRECTORS7
Board Size and Structure7
Current Directors and Terms7
Nominees for Director7
Information About Board Nominees and Continuing Directors7
Nominees for Election to Three-Year Terms Expiring No Later than the 2029 Annual Meeting8
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders9
Class II Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders9
Board Recommendation10
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM11
Appointment of Independent Registered Public Accounting Firm11
Audit, Audit-Related, Tax and All Other Fees11
Audit Fees11
All Other Fees11
Pre-Approval Policies and Procedures12
Board Recommendation12
Audit Committee Report12

i

PROPOSAL NO. 3: Approval, on an advisory (non-binding) basis, OF the compensation of our named executive officers14
Proposal No. 4: Approval, on an advisory (non-binding) basis, the frequency of future advisory (non-binding) votes on the compensation of our named executive officers15
EXECUTIVE OFFICERS16
CORPORATE GOVERNANCE16
Corporate Governance Guidelines16
Board Leadership Structure17
Director Independence17
Board Committees17
Audit Committee18
Compensation Committee19
Compensation Consultants19
Nominating and Corporate Governance Committee20
Board and Board Committee Meetings and Attendance20
Executive Sessions20
Director Attendance at Annual Meeting of Stockholders21
Director Nominations Process21
Board Role in Risk Oversight22
Committee Charters and Corporate Governance Guidelines22
Code of Business Conduct and Ethics22
Insider Trading Compliance Policy and Anti-Hedging Policy23
Communications with the Board23
EXECUTIVE AND DIRECTOR COMPENSATION24
Summary Compensation Table24
Narrative Disclosure to Compensation Tables24
Annual Base Salary24
Bonus Compensation25
Equity-Based Incentive Awards25
Employment Letters with our Named Executive Officers25
Nicholas T. Curtis Employment Letter25
Alan B. Connaughton Employment Letter26
Thomas R. Staab, II Employment Letter26
Defined Terms Under Employment Letters27
Outstanding Equity Awards at Fiscal Year-End28
Pay Versus Performance29
Other Elements of Compensation31
Perquisites, Health, Welfare and Retirement Benefits31
401(k) Plan32
Nonqualified Deferred Compensation32
Termination or Change in Control Benefits32
Policy Relating to Recovery of Erroneously Awarded Compensation (Clawback Policy)32
Equity Award Timing Policies and Practices32
Director Compensation32
Director Compensation Table34
Equity Compensation Plan Information35
STOCK OWNERSHIP36
Security Ownership of Certain Beneficial Owners and Management36
Delinquent Section 16(a) Reports39

ii

CERTAIN TRANSACTIONS WITH RELATED PERSONS40
Policies and Procedures on Transactions with Related Persons40
North Run Investment40
Indemnification Agreements40
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS41
HOUSEHOLDING41

iii

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 4, 2026

This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2025 (the “Annual Report” and, together with this Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or “Board of Directors”) of LENSAR, Inc. (the “Company,” “LENSAR,” “we,” “us,” or “our”), in connection with our 2026 annual meeting of stockholders (the “Annual Meeting”). The Notice of Annual Meeting and this Proxy Statement are first being distributed or made available, as the case may be, on or about June 23, 2026.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.