Independent
Tenure on this board
3.1 yrs
Also a director at
GUERLightpath Technologies Inc (LPTH)Creative Realities Inc (CREX)
3 nominees · 4 ballot items.
Elect three Class III directors; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; approve, on an advisory (non-binding) basis, the 2025 compensation of named executive officers (Say-on-Pay); and approve, on an advisory (non-binding) basis, the frequency (one, two or three years) of future advisory votes on executive compensation (Board recommends one year).
Elect Thomas B. Ellis, Richard L. Lindstrom, MD, and William J. Link, PhD as Class III directors to hold office until the 2029 annual meeting and until their successors are qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the fiscal year 2025 compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed fiscal 2025 named executive officer compensation (a Say-on-Pay vote). Management is seeking shareholder endorsement of its overall compensation philosophy, which combines base salary, annual bonuses, long-term equity awards (RSUs and previously PSUs), and employment agreement severance/change-in-control protections, to signal alignment with performance and retention objectives. The Compensation Committee and Board emphasize that the vote covers aggregate executive pay practices and disclosures rather than any single element of pay. The Board notes it will consider the advisory outcome when shaping future compensation decisions, reflecting standard practice under Dodd-Frank and Section 14A. The proposal is non-binding, so even if the vote is negative, the Company and Compensation Committee retain discretion but usually respond to a clear shareholder rebuke by engaging investors and revising programs. Contextually, LENSAR’s executive pay includes performance metrics tied to revenue and service-vesting equity, and the Company disclosed pay-versus-performance and clawback policies that bear on governance evaluation. Given the Board’s unanimous recommendation and the Compensation Committee’s use of an independent compensation consultant (Pay Governance LLC), management frames the proposal as consistent with market practices and long-term shareholder value creation. Investors assessing the merits should weigh the alignment of incentive structures with LENSAR’s growth stage, the stated performance metrics, change-in-control protections in employment letters, and the transparency of disclosures; a FOR vote signals support for current compensation design while a negative vote would likely prompt enhanced shareholder engagement and potential program changes.
Non-binding advisory vote to choose whether future advisory votes on named executive officer compensation should occur every one, two, or three years (Board recommends one year).
This management proposal asks stockholders to select the preferred frequency—one, two, or three years—of future non-binding advisory votes on executive compensation (Say-on-Frequency). Management and the Board recommend an annual (one-year) frequency, arguing that yearly votes better enable shareholders to provide timely feedback on evolving compensation practices and align with the Compensation Committee’s annual review cycle. The Board frames an annual cadence as consistent with corporate governance best practices and beneficial for investor engagement, while acknowledging shareholders may prefer less frequent votes; the outcome is non-binding and the Board will consider the stockholder preference. For governance-focused investors, the choice balances responsiveness against potential short-termism—annual votes increase shareholder oversight but may encourage opportunistic pay design; multi-year votes can reduce administrative burden but lower the immediacy of accountability. LENSAR’s context—ongoing equity grants, performance metrics tied to near-term revenue milestones, and active engagement with pay consultants—supports the Board’s rationale for annual feedback. If shareholders choose a different frequency, the Board will consider that input but retain discretion; a clear preference for multi-year votes could influence the Board’s engagement cadence. Analysts should consider how the chosen frequency interacts with LENSAR’s disclosure transparency, compensation change mechanisms, and investor composition (notably significant North Run ownership) when evaluating governance risk and signaling. Overall, the Board presents annual votes as the approach that maximizes shareholder involvement in executive compensation oversight while preserving the advisory, non-binding nature of the outcome.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 8.5% | 1,025,176 | $6M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 390,090 | $2M |
| 3 | BlackRock, Inc. | 2.8% | 333,751 | $2M |
| 4 | BlackRock, Inc. | 2.0% | 242,527 | $1M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 1.8% | 220,704 | $1M |
| 6 | Groupe la Francaise | 1.8% | 213,537 | $1M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 195,560 | $1M |
| 8 | CSS LLC/IL | 1.4% | 163,450 | $974K |
| 9 | CREDIT INDUSTRIEL ET COMMERCIAL | 1.2% | 144,359 | $860K |
| 10 | Kerrisdale Advisers, LLC | 1.2% | 139,390 | $831K |
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