Thomas B. Ellis
About Thomas B. Ellis
Thomas B. Ellis (age 56) is an independent Class III director of LENSAR, Inc., serving since May 2023. He is Co‑Managing Member at North Run (public securities investment firm) since December 2002. Prior roles include Principal at Berkshire Partners, Analyst at MHR Fund Management, and Associate in Goldman Sachs’ Investment Banking Division. He holds an A.B. from Princeton University and a J.D. from Harvard Law School. The Board has determined Mr. Ellis is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Berkshire Partners, LLC | Principal | Not disclosed | Finance/private equity experience |
| MHR Fund Management | Analyst | Not disclosed | Hedge fund/distressed investing experience |
| Goldman, Sachs & Co. | Associate, Investment Banking | Not disclosed | Transactional experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Guerilla RF, Inc. (OTCQX: GUER) | Director | Aug 2024 | Public company directorship |
| LightPath Technologies, Inc. (Nasdaq: LPTH) | Director | Feb 2025 | Public company directorship |
| North Run | Co‑Managing Member | Dec 2002 | Investment firm principal |
Board Governance
- Independence: Board determined Ellis qualifies as “independent” under Nasdaq rules .
- Committee assignments (2025): Nominating & Corporate Governance Committee member; not on Audit or Compensation .
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Meeting cadence (FY2024): Board (7), Audit (4), Compensation (2), Nominating & Corporate Governance (2) .
- Board leadership: Separate Chair/CEO; Chair is independent (William J. Link, PhD) .
Fixed Compensation
Director Compensation Program (structure)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Chair receives $75,000 |
| Audit Committee chair/member | $20,000 / $10,000 | Annual |
| Compensation Committee chair/member | $15,000 / $7,000 | Annual |
| Nominating & Gov. Committee chair/member | $9,000 / $4,500 | Annual |
| Initial option grant (new director) | $200,000 Black‑Scholes value | Vests 1/3 at year 1, monthly over next 2 years |
| Annual RSU award (2025 “May Awards”) | $100,000 | 7,374 RSUs per director on 5/23/2025; 1‑year vest |
| Change in control vesting (director awards) | 100% vest | Also upon death/disability |
Thomas B. Ellis – Director Pay (year-over-year)
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | 17,774 | 82,401 |
| Stock awards ($) | 30,000 (RSUs) | 71,720 (RSUs) |
| Option awards ($) | 269,667 | — |
| Total ($) | 317,441 | 154,121 |
Additional equity events:
- As of Dec 31, 2024: 22,000 RSUs outstanding; 127,962 options outstanding (Ellis) .
- 2025 annual RSU grant: 7,374 RSUs on May 23, 2025; vests on first anniversary .
Performance Compensation
| Category | Details |
|---|---|
| Performance metrics tied to director pay | Director compensation consists of cash retainers and time-vested equity (initial options; annual RSUs). No performance-based bonus/PSU framework is described for non-employee directors in the proxy . |
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| North Run investment/board designee | Ellis was appointed as a North Run designee pursuant to the 2023 Securities Purchase Agreement; North Run received continuing designation rights and pro rata participation rights in financings . |
| Sector overlaps | No related‑party transactions disclosed beyond North Run financing; committee oversight policies require Audit Committee approval of related person transactions . |
Expertise & Qualifications
- Finance and capital allocation: Two decades as principal/investor at North Run; prior private equity and hedge fund roles .
- Transactions and governance: Investment banking background (Goldman Sachs) and current service on two public company boards .
- Education: A.B., Princeton; J.D., Harvard Law School .
- Board role fit: Serves on Nominating & Corporate Governance Committee, aligning with governance expertise .
Equity Ownership
Beneficial Ownership (as of Oct 24, 2025)
| Holder | Common Shares Beneficially Owned | % of Common | Series A Preferred | % of Series A | Combined Voting Power |
|---|---|---|---|---|---|
| Thomas B. Ellis | 13,551,657 | 55.6% | 20,000 | 100.0% | 45.5% |
Footnotes and context:
- Beneficial ownership reflects control positions through North Run entities; includes shares issuable upon conversion of Series A Preferred and may deem Ellis to beneficially own shares held by NR‑GRI LP/North Run Advisors as described in footnotes .
- Option detail: Includes 106,792 vested but unexercised options and 5,293 options exercisable within 60 days for Ellis .
Award Detail (service-based)
| Equity Type | Count/Value | Timing |
|---|---|---|
| RSUs outstanding | 22,000 (as of 12/31/2024) | Annual director grants (service-vesting) |
| Stock options outstanding | 127,962 (as of 12/31/2024) | Initial director option package (service-vesting) |
| 2025 annual RSUs | 7,374 units (=$100,000 value) | Granted 05/23/2025; vest 1 year from grant |
Policy constraints and alignment:
- Anti‑hedging: Company policy prohibits hedging transactions by directors .
- Pledging: No pledging policy is cited in the referenced section; the proxy does not disclose pledges by Ellis in the ownership tables/footnotes cited .
Fixed Compensation (Director-specific detail)
| Element | Ellis Amount/Participation |
|---|---|
| Annual cash retainer | Included in $82,401 cash fees for 2024; amount includes cash received in lieu of equity to true-up to the annual equity value methodology . |
| Committee fees | Membership on Nominating & Corporate Governance Committee; no chair fees (chair is Winer) . |
| Equity grants | RSUs in 2024 ($71,720 grant date FV) ; initial options in 2023 ($269,667 grant date FV) ; 2025 RSUs of 7,374 units (=$100,000) granted May 23, 2025 . |
Performance Compensation (Director)
| Performance Plan | Metrics/Targets | Payout Structure |
|---|---|---|
| Not applicable to non‑employee directors | Proxy describes cash retainers and time‑based equity (RSUs/options) for directors; no performance‑conditioned director awards disclosed | N/A |
Say‑on‑Pay & Shareholder Feedback (Voting Signals)
| Meeting/Proposal | For | Against | Abstain | Broker Non‑Votes | Notes |
|---|---|---|---|---|---|
| 2024 Annual Meeting – Class I Directors (O’Farrell) | 13,650,553 | 1,705,445 | — | 1,648,640 | Strong support for incumbent |
| 2024 Annual Meeting – Class I Directors (Winer) | 13,322,586 | 2,033,412 | — | 1,648,640 | Strong support for incumbent |
| 2024 – Auditor Ratification (PwC) | 16,568,106 | 134,822 | 301,710 | 0 | High approval |
| 2023 Special Meeting – Approve North Run Financing | 5,233,795 | 3,154,033 | 9,585 | 0 | Financing enabling North Run’s stake and designation rights |
Note: 2024 ballot did not include say‑on‑pay; proposals were director elections and auditor ratification .
Related‑Party Transactions (Conflict Risk)
- North Run Investment (May 2023): $20.0M private placement of 20,000 Series A Convertible Preferred (initially convertible into 7,940,446 common) and Class A/B warrants for 4,367,246 shares; stockholders approved share issuance on Aug 1, 2023. North Run received director designation rights (Ellis and Hammer), pro rata participation rights in financings, and ~$241,000 expense reimbursement .
- Board disclosure: Related‑party transaction policy requires Audit Committee approval; directors do not participate in approvals where related .
Compensation Committee Analysis (Process and Advisors)
- Composition (2025): Link, Hammer, Lindstrom (Chair), Weisner, Winer; all independent under Nasdaq standards for comp committee .
- Consultant: Pay Governance LLC engaged as independent advisor in 2024; no conflicts identified; services included peer group, benchmarking, and LTIP best practices .
Governance Assessment
Strengths
- Independence determination for Ellis; independent Chair; regular executive sessions; at least 75% attendance; all directors attended annual meeting .
- Transparent director pay structure with modest cash retainers and annual RSUs; change‑in‑control vesting clearly disclosed .
- Professionalized compensation oversight with independent consultant and disclosed processes .
- Anti‑hedging policy covering directors helps alignment with shareholders .
Concerns / RED FLAGS
- Control/Influence: Ellis and Hammer, as North Run principals and designees, beneficially control ~55.6% of common and 100% of Series A Preferred, with combined voting power ~45.5%; designation and pro rata financing rights embed ongoing influence. This concentration may pose potential conflicts, especially with Ellis serving on Nominating & Corporate Governance .
- 2023 financing approval showed material opposition (millions of votes against), indicating some shareholder concern around the North Run transaction .
- Director compensation shifted from a sizable initial option grant in 2023 to lower total compensation in 2024 with RSUs (lower risk grants vs options). While typical for directors, investors should monitor for any moves toward larger guaranteed equity/cash that could weaken alignment .
Compensation Mix Trends (Ellis)
- 2023: Cash ($17.8k), RSUs ($30k), Options ($269.7k) → option-heavy onboarding package .
- 2024: Cash ($82.4k), RSUs ($71.7k), no options → steady‑state structure with service‑vesting RSUs; total comp down ~51% vs 2023 .
Director‑Share Alignment
- Significant economic exposure via North Run holdings and personal options/RSUs; anti‑hedging policy in place; no pledging disclosure cited in the proxy excerpts reviewed .
Executive Sessions and Oversight
- Independent chair presides; Board, Audit, Compensation, and Nominating & Governance meet regularly with specified remits; risk oversight allocation articulated .
Overall: Ellis brings deep capital markets and governance experience and meets Board independence standards, but his dual role as a North Run principal/designee and Nominating & Governance Committee member, combined with concentrated ownership and continuing designation rights, warrants ongoing monitoring for potential conflicts in board composition and strategic transactions .