Gary M. Winer

About Gary M. Winer

Gary M. Winer, age 66, has served as an independent director of LENSAR, Inc. since April 2018. He is currently Chair of the Nominating and Corporate Governance Committee and serves on the Audit and Compensation Committees; the Board has affirmatively determined he is independent under Nasdaq rules, and he is designated an “audit committee financial expert.” He holds a B.S. in Finance from California State University and an M.B.A. from Northwestern University’s Kellogg Graduate School . In 2024, each incumbent director attended at least 75% of meetings and all directors attended the annual meeting; Class I directors (including Winer) were elected in May 2024, with Winer receiving 13,322,586 votes for and 2,033,412 withheld .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
• Independence: Board determined Winer is independent under Nasdaq rules; beneficial ownership considered in the determination .
• Audit committee financial expertise: Board determined Winer qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
• Attendance and engagement: 2024—Board met 7 times; Audit 4; Compensation 2; Nominating 2; each incumbent director attended ≥75%; all directors attended the 2024 annual meeting .
• Director election outcomes (May 7, 2024): Winer elected Class I director (Votes For: 13,322,586; Withheld: 2,033,412; Broker non-votes: 1,648,640) to serve until the 2027 annual meeting .
• Executive sessions: Independent directors meet in private at least twice a year; non‑management sessions are regularly scheduled .
• Board leadership: Independent Chair (William J. Link) separate from CEO; Lead Director framework described in Corporate Governance Guidelines .

Fixed Compensation

• Program structure (non‑employee directors):
  • Annual retainer: $50,000; Chair of Board: $75,000 .
  • Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Governance $9,000 .
  • Committee member retainers: Audit $10,000; Compensation $7,000; Nominating & Governance $4,500 .
  • Reimbursement of out‑of‑pocket expenses; equity awards generally granted annually .

Notes:

• (Program footnote) Cash in lieu reflects extent $100,000 exceeded 22,000 RSUs × closing price on grant date, applied to all non‑employee directors in 2024 .

Performance Compensation

• Annual equity awards (directors): RSUs valued at $100,000 granted May 23, 2025; each non‑employee director received 7,374 RSUs that vest on the first anniversary; no additional 2025 grants due to May Awards .
• Initial option awards (for newly elected/appointed directors): $200,000 Black‑Scholes value; vest 1/3 at first anniversary, remainder monthly over two years .
• Change-in-control terms: All equity awards to non‑employee directors fully vest upon a change in control or upon a director’s death or disability (single‑trigger for CIC) .

Other Directorships & Interlocks

The proxy’s related‑party section describes a 2023 financing with North Run and designation of two directors (Ellis, Hammer) but does not identify any Winer‑specific related‑person transactions; audit committee oversees and approves related‑person transactions per policy .

Expertise & Qualifications

• International healthcare leadership across U.S., Europe, Latin America, Asia, and Japan markets, including CEO roles and divisional leadership at Abbott/AbbVie .
• Diagnostics, biopharma, and medical device sector experience; board service at public and private healthcare companies .
• Finance and management credentials (B.S. Finance; M.B.A. Kellogg) .
• Audit committee financial expertise designation by Board .

Equity Ownership

Policies:

• Anti‑hedging: Insider Trading Policy prohibits hedging transactions by directors .
• Pledging: No explicit pledging prohibition disclosure in the cited section; Corporate Governance Guidelines address stock ownership generally .

Governance Assessment

Strengths

• Independent director with deep sector experience; chairs Nominating & Governance and serves on Audit and Compensation; designated audit committee financial expert .
• Strong engagement: ≥75% meeting attendance in 2024; attended annual meeting; elected with a strong majority in 2024 .
• Use of independent compensation consultant (Pay Governance LLC); committee evaluated and found no conflicts; consultant work directed and approved by the Compensation Committee .
• Clear related‑party policy and audit committee oversight; directors recused from approving transactions where they are related persons .

Potential Risk Indicators and RED FLAGS

• Single‑trigger full vesting of director equity upon change in control may be viewed unfavorably by some investors as potentially misaligning incentives around sale events (policy explicitly provides CIC acceleration) .
• Significant controlling shareholder influence: North Run beneficially owns ~55% of common; two North Run designees on Board (Ellis, Hammer). While Winer’s independence is affirmed, overall governance dynamics reflect concentrated ownership and designated directors, which can affect board decision‑making balance .
• Pledging policy disclosure not explicit in cited sections; anti‑hedging is robust, but absence of clear anti‑pledging language in the proxy excerpt could be a governance gap for alignment (based on provided sections) .

Committee Effectiveness Signals

• Nominating & Governance chaired by Winer with responsibility for independence reviews, board leadership structure, ESG oversight, and Board/committee evaluations—supports governance rigor .
• Audit committee role includes cybersecurity/IT risk oversight, compliance, and related‑person transaction review; Winer is part of a financially literate, independent Audit committee .

Director Compensation Alignment

• Cash retainers scaled for committee leadership/member roles; annual RSU grants provide equity exposure; 2024 Winer total $173,305 with RSU fair value $71,720 and cash fees $101,585 (including programmatic cash in lieu) .
• 2025 RSU grant standardized at $100,000; timing moved to May 23, 2025 with 7,374 RSUs; one‑year vesting provides near‑term alignment, though CIC acceleration introduces potential misalignment around sale outcomes .

Shareholder Oversight

• Section 16(a) reporting: all required filings timely for year ended Dec 31, 2024 (except as previously reported) .
• Executive sessions of independent directors at least twice annually; independent Chair separate from CEO .