Nicholas T. Curtis
About Nicholas T. Curtis
Nicholas T. Curtis is Chief Executive Officer of LENSAR, Inc. and a Class II director; he has served as CEO and director since February 2012 and previously was LENSAR’s Chief Commercial Officer (Aug 2010–Feb 2012) . He is 70, holds a B.S. from Northwestern University, and has deep ophthalmic industry experience including senior roles at WaveTec Vision Systems and STAAR Surgical (SVP Sales & Marketing, Aug 2002–Aug 2008) . Under his tenure, LENSAR’s ALLY installed base grew 77% year over year to ~185 systems in Q3 2025, with total laser installed base up 20% and quarterly revenue up 6% to $14.3 million; Adjusted EBITDA for Q3 2025 was approximately $(0.3) million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LENSAR, Inc. | Chief Executive Officer and Director | Feb 2012–present | Led commercialization and growth of ALLY robotic cataract system |
| LENSAR, Inc. | Chief Commercial Officer | Aug 2010–Feb 2012 | Built commercial organization and go-to-market prior to CEO appointment |
| WaveTec Vision Systems, Inc. | VP Sales and Chief Commercial Officer | Not disclosed | Senior commercial leadership in ophthalmic devices |
| STAAR Surgical Company | SVP Sales & Marketing | Aug 2002–Aug 2008 | Directed global commercial strategy in ophthalmic surgery devices |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public-company directorships disclosed for Curtis |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 541,100 | 562,013 (annualized base increased to $563,700 effective Jan 22, 2024) |
| Target Bonus (%) | 75% of base | 75% of base |
| Actual Annual Bonus ($) | 418,695 | 541,133 (128% of target achievement) |
| All Other Compensation ($) | 14,500 | 15,100 (includes $13,800 401(k) match and $1,300 HSA contribution) |
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Corporate performance objectives (financial, manufacturing, R&D, operational) | Not disclosed | 100% of target | Achieved 128% of target | 541,133 | Cash; paid early 2025 |
Equity Awards (Grants in 2024)
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| RSUs | May 6, 2024 | 71,400 | Included in $458,388 total stock awards for 2024 | 25% per year on each anniversary over 4 years (May 6, 2025–2028) | Time-based |
| PSUs | May 6, 2024 | 71,400 | $229,194 of 2024 stock awards at “target” performance | 50% vests if trailing 12-month revenue ≥ $75M by any quarter end through Dec 31, 2026; remaining 50% vests if trailing 12-month revenue ≥ $100M by any quarter end through Dec 31, 2027 | Revenue thresholds (50% each) |
Outstanding Options (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Apr 12, 2021 | 90,194 | 8,200 | 6.91 | Apr 12, 2031 |
| Jan 11, 2022 | 76,562 | 28,438 | 6.04 | Jan 11, 2032 |
| Jan 11, 2023 | 37,207 | 40,444 | 2.65 | Jan 11, 2033 |
Notes: Market value reference price at 12/31/2024 was $8.94 per share (used in RSU/PSU market values) .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership | 1,050,118 shares of common stock; 8.6% of outstanding |
| Combined Voting Power | 4.0% (common + Series A preferred voting together) |
| Vested but Unexercised Options | 250,216 shares |
| Options Exercisable within 60 days (10/24/2025) | 7,610 shares |
| Unvested RSUs (as of 12/31/2024) | 15,000 (2022) + 16,640 (2023) + 71,400 (2024) = 103,040 units |
| Unearned PSUs (as of 12/31/2024) | 71,400 units (subject to revenue thresholds) |
| Anti-Hedging Policy | Hedging transactions prohibited for directors/officers/employees |
| Pledging | No pledging disclosure found in proxy |
Vesting cadence and potential supply: RSUs vest 25% annually on May 6, 2025–2028, i.e., 17,850 RSUs per year for the 2024 grant (subject to continued employment) . PSUs can vest in two 50% tranches upon achieving the revenue thresholds by the stated dates .
Employment Terms
| Provision | Pre-/Post-Change in Control (CIC) | Details |
|---|---|---|
| Termination without cause or resignation for good reason | Pre-/>12 months after CIC | Lump sum equal to base salary + target bonus + 12 months COBRA; accelerate time-based equity scheduled to vest in 12 months |
| Termination without cause or resignation for good reason | Within 12 months after CIC | Lump sum equal to 18 months base salary + 150% of target bonus + 18 months COBRA; accelerate all time-based equity awards |
| Equity Award Acceleration (PSUs/Options/RSUs) | Change in Control | Options and RSUs accelerate fully upon a change in control; PSUs also accelerate and become fully vested upon change in control per award terms |
| Clawback Policy | Effective Oct 2, 2023 | Recovery of erroneously awarded incentive compensation upon qualifying financial restatement (Nasdaq Rule 10D-1) |
| Definitions | Cause/Good Reason | Defined in employment letters (e.g., material diminution of duties, base salary reductions, location changes, breach) |
Board Governance
- Board Service: Class II director since 2012; nominated for reelection to term expiring at 2028 meeting .
- Roles/Independence: CEO; not independent under Nasdaq rules; Board independence identified for seven of eight directors; chair is independent (William J. Link, PhD) .
- Committee Memberships: Curtis is not listed on Audit, Compensation, or Nominating & Corporate Governance committees; those are composed of independent directors with designated chairs .
- Board Practices: Executive sessions of independent directors at least twice per year; 2024 attendance—Board met seven times; all incumbent directors attended ≥75% of meetings; all directors attended 2024 annual meeting .
- Director Compensation: Executives do not receive additional compensation for board service; Curtis’s board compensation is not paid (covered in NEO compensation) .
Related Party & Control Considerations
- North Run Capital Investment: In May 2023, LENSAR issued 20,000 shares of Series A Convertible Preferred and warrants to NR-GRI Partners (affiliate of North Run) for $20.0M; North Run holds director designation rights (Ellis and Hammer) and, as of Oct 24, 2025, beneficially owned ~55% of common; continuing rights include pro rata participation in equity financings .
- Governance Implications: Significant shareholder representation plus CEO as director; board chair is independent and roles are separated (CEO ≠ Chair) .
Performance & Track Record
| Metric | Period | Value |
|---|---|---|
| Total Revenue ($) | Q3 2025 | 14.316 million (+6% YoY vs. $13.539M) |
| ALLY Systems installed (approx.) | As of Q3 2025 | ~185 systems (+77% YoY); 18 placed in Q3 2025 |
| Total laser installed base (ALLY + LENSAR) | As of Q3 2025 | ~425 systems (+20% YoY) |
| Quarterly Adjusted EBITDA ($) | Q3 2025 | ~(0.298) million |
| Pending M&A | — | Company expects Alcon transaction to close in Q1 2026 (FTC second request ongoing) |
Compensation Mix Trends
- 2024 pay increased in equity and cash vs 2023; stock awards rose to $458,388 from $58,793, and annual bonus rose to $541,133 from $418,695, reflecting 128% plan achievement .
- Shift toward PSUs: 2024 introduced PSUs with explicit revenue growth thresholds ($75M/$100M trailing 12-month revenue), tying a portion of equity to growth outcomes (50% each tranche) .
- No stock options granted in 2024 to NEOs; option overhang persists from 2021–2023 vintages .
Director Service History and Dual-Role Implications
- Dual Role: CEO and director since 2012; independence mitigated by separate, independent chair structure (Link as Chair) and independent committees .
- Committee Roles: Curtis does not serve on audit/compensation/nominating committees (all independent), reducing conflicts in pay-setting and oversight .
- Independence/Control: Presence of a controlling shareholder (North Run ~55%) with board designees may influence governance dynamics; disclosure indicates continuing designation rights tied to ownership .
Investment Implications
- Pay-for-performance alignment improved via PSUs tied to clearly defined revenue thresholds ($75M/$100M trailing 12 months), creating a tangible growth incentive and potential vesting catalyst as volumes scale; RSU time-based vesting maintains retention .
- Change-of-control economics are robust (18 months salary + 150% of target bonus + full time-based equity acceleration; PSUs accelerate on change in control), which supports management continuity pre-close but implies material cash/equity outflows upon CIC-related termination—relevant given the pending Alcon acquisition timeline .
- Ownership alignment is strong (Curtis at 8.6% beneficial ownership), with substantial vested options and unvested RSUs/PSUs; anti-hedging policy reduces misalignment risk; no pledging disclosure noted .
- Governance risk moderated by independent chair and fully independent oversight committees, but concentrated ownership (North Run ~55%) and board designation rights warrant monitoring for minority shareholder considerations .
- Near-term trading signals include PSU revenue triggers and M&A closure milestones (FTC process, CVR risks mentioned), as well as scheduled RSU vest dates that can influence supply dynamics around May each year .