Elizabeth G. O'Farrell
About Elizabeth G. O’Farrell
Elizabeth G. O’Farrell (age 61) has served on LENSAR’s Board since February 2021 and is currently a Class I director with a term expiring at the 2027 annual meeting. She is an independent director, chairs the Audit Committee, and is designated an “audit committee financial expert.” O’Farrell spent 24 years at Eli Lilly in senior finance and procurement roles (including CPO and CFO roles at Lilly USA and Lilly Canada) and holds a B.S. in accounting (with honors) and an MBA in MIS from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Chief Procurement Officer & Head of Global Shared Services | Jan 2012 – Dec 2017 | Senior executive with global finance/operations oversight |
| Eli Lilly and Company | SVP, Policy & Finance; SVP, Finance; CFO, Lilly USA; CFO, Lilly Canada; General Auditor | Not specified (prior to 2012) | Extensive finance, controllership, and audit leadership |
| Boise Cascade Office Products | Accountant | Not specified | Early career accounting experience |
| Whipple & Company; Price Waterhouse, LLP | Auditor | Not specified | External audit foundations |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| Spyglass Pharma | Director | Since Aug 2025 | Current board service |
| Genmab A/S (Nasdaq: GMAB) | Director | Since Mar 2022 | Current public board |
| Geron Corporation (Nasdaq: GERN) | Director | Since Mar 2019 | Current public board |
| PDL BioPharma, Inc. | Director; Chair of Board | Since Jun 2018 | Current role; board chair |
| Inhibikase Therapeutics (Nasdaq: IKT) | Director | Apr 2019 – Sep 2022 | Prior public company board |
| YMCA of Greater Indianapolis | Board member; Chair | 2006 – 2017; Chair 2014 – 2016 | Non-profit leadership |
Board Governance
- Independence and service: The Board determined O’Farrell is independent under Nasdaq rules; seven of eight directors are independent .
- Committees: O’Farrell chairs the Audit Committee; she is not listed on the Compensation or Nominating & Corporate Governance committees .
- Audit Committee expertise: All audit members are independent and financially literate; O’Farrell is an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Meetings/attendance: In fiscal 2024, the Board met 7 times; Audit 4; Compensation 2; Nominating 2; each incumbent director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions and leadership: Independent directors meet regularly in executive session; Board Chair is independent (Dr. Link), separate from the CEO .
Committee Matrix (current)
| Committee | Role |
|---|---|
| Audit | Chair |
| Compensation | Not a member |
| Nominating & Corporate Governance | Not a member |
Fixed Compensation
Non-Employee Director Compensation Policy (evolution)
| Component | 2023 Policy | 2025 Policy |
|---|---|---|
| Board Annual Retainer | $50,000 | $50,000 |
| Board Chair Retainer | $75,000 | $75,000 |
| Audit Chair | $15,000 | $20,000 |
| Audit Member | $7,500 | $10,000 |
| Compensation Chair | $10,000 | $15,000 |
| Compensation Member | $5,000 | $7,000 |
| Nominating Chair | $9,000 | $9,000 |
| Nominating Member | $4,500 | $4,500 |
| Annual Equity – RSUs | $30,000 (vest 1 yr) | $100,000 RSUs; 7,374 units on May 23, 2025; vest 1 yr |
| Annual Equity – Options | $70,000 (vest monthly over 12 months) | Not granted in 2025 (RSUs only) |
| New Director Initial Grant | $200,000 in stock options (3-yr vest, 1/3 at 1 yr then monthly) | Same terms stated |
O’Farrell – Actual Director Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Stock Options ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 65,000 | 30,000 | 69,913 | 164,913 |
| 2024 | 95,285 | 71,720 | — | 167,005 |
Note: For 2024, $28,280 of cash per director was paid in lieu of a portion of equity, calculated as the extent $100,000 exceeded 22,000 RSUs times the grant-date close; stock award values are FASB ASC 718 grant-date fair values .
Performance Compensation
| Award/Term | Detail | Vesting | Notes |
|---|---|---|---|
| 2025 Annual RSU (May Awards) | $100,000; 7,374 RSUs (all non-employee directors) | Vests on first anniversary of 5/23/2025 | No additional 2025 awards beyond May RSUs |
| 2023 Annual Director RSU | $30,000 | 1-year cliff | Standard annual RSU (2023 program) |
| 2023 Annual Director Options | $70,000 | Monthly over 12 months | Annual options under 2023 program |
| New Director Initial Options | $200,000 (Black-Scholes) | 1/3 at 1 year; remainder monthly over next 2 years | Applies to newly elected/appointed directors |
| Change-in-Control Treatment | All director equity vests on change in control, death or disability | — | Single-trigger acceleration for directors |
| Option Term | 10-year term; exercise price = close on grant date | — | General option terms |
Performance Metrics Used in Director Compensation
| Metric | Disclosure |
|---|---|
| Performance metrics tied to director equity | None disclosed; director equity awards are time-based (service-vesting) |
Other Directorships & Interlocks
- Current public company boards: Genmab A/S; Geron Corporation; PDL BioPharma (Chair) .
- Additional board: Spyglass Pharma (since Aug 2025); prior: Inhibikase Therapeutics (Apr 2019–Sep 2022) .
- Related-party transactions: The principal disclosed related-party transaction involves North Run’s 2023 preferred/warrants financing and designee directors (Ellis and Hammer). O’Farrell is not identified as a related person in these transactions .
- Audit Committee reviews and must approve related person transactions per policy .
Expertise & Qualifications
- Financial leadership: Former CFO (Lilly USA, Lilly Canada), SVP Finance; general auditor; audit committee financial expert .
- Procurement/operations: Former CPO and head of global shared services at Eli Lilly .
- Governance: Multiple public company directorships, including chairing a public board (PDL BioPharma) .
- Education: B.S. Accounting (honors) and MBA (MIS), Indiana University .
Equity Ownership
| Holder | Beneficial Common Shares | % Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Elizabeth G. O’Farrell | 153,905 | 1.3% | Oct 24, 2025 | Includes shares acquirable within 60 days per SEC rules |
| RSUs Outstanding (12/31/2024) | 22,000 | — | Dec 31, 2024 | Outstanding director RSUs |
| Stock Options Outstanding (12/31/2024) | 111,332 | — | Dec 31, 2024 | Outstanding director options |
- Hedging/Pledging: Company policy prohibits hedging transactions in company equity by directors and others; pledging is not addressed in the cited section .
- Ownership guidelines: Corporate Governance Guidelines address “Stock ownership,” but numeric director ownership requirements are not disclosed in the proxy excerpt cited .
Governance Assessment
-
Strengths and positive signals:
- Independent audit chair with “financial expert” status; robust audit charter (oversight of financial reporting, cybersecurity/data protection risk, and related-person transactions) .
- Demonstrated engagement: directors met attendance thresholds in 2024; regular executive sessions; all directors attended the 2024 annual meeting .
- Alignment via equity: meaningful beneficial ownership with outstanding RSUs and options; anti-hedging policy enhances alignment .
- Separation of Chair and CEO; independent Chair .
-
Watch items / potential red flags for investors:
- Concentrated control: North Run and its designees (Ellis/Hammer) collectively hold a majority of common stock voting power (North Run 55.4% common; Ellis/Hammer also reported at 55.6% as directors associated with North Run), which can shape board dynamics and governance outcomes independent of minority holders .
- Director equity acceleration: single-trigger vesting of director equity upon change in control (typical but can be viewed as entrenchment risk in some frameworks) .
- Compensation structure shift: 2023 program used options and RSUs; 2025 program uses RSUs only. Shift away from options lowers performance leverage for directors; monitor for alignment given the fixed-value RSU approach .
-
Compensation context:
- O’Farrell’s total director pay was relatively stable YoY ($164,913 in 2023 vs. $167,005 in 2024), but mix shifted from option-heavy (2023) to RSU + higher cash (2024), including cash paid in lieu of equity due to pricing mechanics .
-
Independence and conflicts:
- Board affirms O’Farrell’s independence; no O’Farrell-specific related-party transactions disclosed; Audit Committee oversees related-person transactions .
Overall: O’Farrell brings deep finance/audit and procurement operating expertise with strong governance credentials as Audit Chair and financial expert. Key governance risk at LENSAR stems from the controlling shareholder (North Run) rather than O’Farrell personally; nonetheless, her role in audit oversight and related-person transaction review is central for investor confidence .