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
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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. |
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| ☐ | 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 VOTING | 1 |
| 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 DIRECTORS | 7 |
| Board Size and Structure | 7 |
| Current Directors and Terms | 7 |
| Nominees for Director | 7 |
| Information About Board Nominees and Continuing Directors | 7 |
| Nominees for Election to Three-Year Terms Expiring No Later than the 2029 Annual Meeting | 8 |
| Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders | 9 |
| Class II Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders | 9 |
| Board Recommendation | 10 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 11 |
| Appointment of Independent Registered Public Accounting Firm | 11 |
| Audit, Audit-Related, Tax and All Other Fees | 11 |
| Audit Fees | 11 |
| All Other Fees | 11 |
| Pre-Approval Policies and Procedures | 12 |
| Board Recommendation | 12 |
| Audit Committee Report | 12 |
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| PROPOSAL NO. 3: Approval, on an advisory (non-binding) basis, OF the compensation of our named executive officers | 14 |
|---|---|
| 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 officers | 15 |
| EXECUTIVE OFFICERS | 16 |
| CORPORATE GOVERNANCE | 16 |
| Corporate Governance Guidelines | 16 |
| Board Leadership Structure | 17 |
| Director Independence | 17 |
| Board Committees | 17 |
| Audit Committee | 18 |
| Compensation Committee | 19 |
| Compensation Consultants | 19 |
| Nominating and Corporate Governance Committee | 20 |
| Board and Board Committee Meetings and Attendance | 20 |
| Executive Sessions | 20 |
| Director Attendance at Annual Meeting of Stockholders | 21 |
| Director Nominations Process | 21 |
| Board Role in Risk Oversight | 22 |
| Committee Charters and Corporate Governance Guidelines | 22 |
| Code of Business Conduct and Ethics | 22 |
| Insider Trading Compliance Policy and Anti-Hedging Policy | 23 |
| Communications with the Board | 23 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 24 |
| Summary Compensation Table | 24 |
| Narrative Disclosure to Compensation Tables | 24 |
| Annual Base Salary | 24 |
| Bonus Compensation | 25 |
| Equity-Based Incentive Awards | 25 |
| Employment Letters with our Named Executive Officers | 25 |
| Nicholas T. Curtis Employment Letter | 25 |
| Alan B. Connaughton Employment Letter | 26 |
| Thomas R. Staab, II Employment Letter | 26 |
| Defined Terms Under Employment Letters | 27 |
| Outstanding Equity Awards at Fiscal Year-End | 28 |
| Pay Versus Performance | 29 |
| Other Elements of Compensation | 31 |
| Perquisites, Health, Welfare and Retirement Benefits | 31 |
| 401(k) Plan | 32 |
| Nonqualified Deferred Compensation | 32 |
| Termination or Change in Control Benefits | 32 |
| Policy Relating to Recovery of Erroneously Awarded Compensation (Clawback Policy) | 32 |
| Equity Award Timing Policies and Practices | 32 |
| Director Compensation | 32 |
| Director Compensation Table | 34 |
| Equity Compensation Plan Information | 35 |
| STOCK OWNERSHIP | 36 |
| Security Ownership of Certain Beneficial Owners and Management | 36 |
| Delinquent Section 16(a) Reports | 39 |
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| CERTAIN TRANSACTIONS WITH RELATED PERSONS | 40 |
|---|---|
| Policies and Procedures on Transactions with Related Persons | 40 |
| North Run Investment | 40 |
| Indemnification Agreements | 40 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 41 |
| HOUSEHOLDING | 41 |
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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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.