LENSAR (LNSR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 4, 2026, with voting available online, by phone, or mail.

• Stockholders as of June 10, 2026, are eligible to vote on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The Board recommends voting for all director nominees, ratification of the auditor, approval of executive compensation, and annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation (say-on-pay), and determining the frequency of future say-on-pay votes.

• The Board recommends annual advisory votes on executive compensation.

• Stockholders may submit additional proposals or director nominations for the 2027 meeting, following specific deadlines and procedures.

Board of directors and corporate governance

• The Board consists of eight directors divided into three classes, with staggered terms.

• Seven of eight directors are independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent members.

• The Chair and CEO roles are separated, with an independent Chair.

• The Board regularly reviews its leadership structure and director qualifications.