Todd B. Hammer
About Todd B. Hammer
Todd B. Hammer, age 57, is an independent Class II director of LENSAR, Inc., first appointed in May 2023 and nominated for re‑election to a term ending at the 2028 Annual Meeting . He is Co‑Managing Member of North Run Capital, LP (since December 2002), with prior roles at Greenbriar Equity Group, EnTrust Capital, Baker Nye Greenblatt, and Goldman Sachs’ Investment Banking Division; he holds dual degrees from the University of Pennsylvania (Wharton B.S. and College B.A.) and a J.D. from Harvard Law School . The Board affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Run Capital, LP | Co‑Managing Member | Since Dec 2002 | Co‑founder/investor; provides capital markets and governance expertise |
| Greenbriar Equity Group, LLC | Principal | Pre‑2002 (prior to co‑founding North Run) | Private equity experience |
| EnTrust Capital, LLC | Vice President | Pre‑2002 | Hedge fund/asset management experience |
| Baker Nye Greenblatt, LLC | Analyst | Pre‑2002 | Event‑driven hedge fund experience |
| Goldman, Sachs & Co. | Associate, Investment Banking Division | Pre‑2002 | Transaction execution/IBD experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Guerilla RF (public company) | Director | Aug 2024 | Additional public board exposure |
Board Governance
- Independence: The Board determined Mr. Hammer is “independent” under Nasdaq rules .
- Committee assignments: Member, Compensation Committee (Chair: Richard L. Lindstrom, MD) .
- Designation rights: He is one of North Run’s two director designees pursuant to the 2023 financing; the Board expanded then later set at eight members; North Run retains continuing designation rights tied to ownership levels .
- Attendance: In 2024, every incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting of stockholders .
- Meeting cadence (FY2024): Board (7), Audit (4), Compensation (2), Nominating & Corporate Governance (2) .
- Executive sessions: Regular non‑management and independent director sessions, at least semi‑annually, chaired by the independent Board Chair when applicable .
Fixed Compensation (Director)
| Item | Amount/Policy | Source |
|---|---|---|
| 2024 Cash Fees (Hammer) | $83,661 | 2024 Director Compensation Table |
| 2024 Stock Awards (Hammer) | $71,720 (RSUs, grant‑date fair value) | 2024 Director Compensation Table |
| 2024 Total (Hammer) | $155,381 | 2024 Director Compensation Table |
| Cash in lieu mechanism | $28,280 cash included for each non‑employee director to the extent $100,000 exceeded 22,000 RSUs × grant‑date price | Footnote (1) |
| Annual Board retainer | $50,000; Chair: $75,000 | Director compensation policy |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating $9,000 | Policy |
| Committee member retainers | Audit $10,000; Compensation $7,000; Nominating $4,500 | Policy |
| 2025 annual RSU grant | 7,374 RSUs to each non‑employee director on May 23, 2025; vests on first anniversary | Policy update |
Notes: All director equity vests upon a change in control, death, or disability; compensation subject to plan limits and Board discretion .
Performance Compensation (Director)
| Component | Structure | Metrics | Vesting / Triggers |
|---|---|---|---|
| Annual director equity (RSUs) | Time‑based RSUs (e.g., 2025: 7,374 RSUs) | None disclosed for directors (non‑performance based) | One‑year vesting; accelerates on change in control/death/disability |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Guerilla RF | Director | Not disclosed | None disclosed with LENSAR customers/suppliers . |
No additional public company directorships for Mr. Hammer were disclosed beyond Guerilla RF .
Expertise & Qualifications
- Capital markets and activist/constructive investor background; two decades co‑leading North Run, bringing finance, governance, and transaction experience to LENSAR’s Board .
- Education: Wharton B.S., UPenn B.A., and Harvard Law School J.D., supporting sophisticated oversight of compensation, capital allocation, and legal/commercial issues .
- Board placement as North Run designee enhances shareholder perspective but warrants monitoring for conflicts given control position .
Equity Ownership
| Holder/Title | Common Shares Beneficially Owned | % of Common | Series A Preferred | % of Series A | Combined Voting Power |
|---|---|---|---|---|---|
| Todd B. Hammer (director) | 13,551,657 | 55.6% | 20,000 | 100.0% | 45.5% |
| Footnote detail (attribution) | Includes North Run/NR‑GRI positions due to Mr. Hammer’s roles; also includes 106,792 vested options and 5,293 options exercisable within 60 days | — | — | — | — |
Additional alignment details:
- Outstanding director equity at 12/31/2024: RSUs 22,000; stock options 127,962 (Hammer) .
- Anti‑hedging policy: Hedging transactions are prohibited for directors and officers .
- Pledging: No pledging disclosures identified in the proxy .
Related‑Party Exposure and Conflicts
- 2023 North Run financing: $20.0M private placement of Series A Convertible Preferred and warrants; stockholder approval obtained; North Run reimbursed ~$241,000 in transaction expenses .
- Governance covenants: Board size adjusted and two North Run designees (Hammer and Ellis) appointed; continuing designation and pro rata participation rights for future financings while ownership thresholds are met .
- Related‑party transaction policy: Audit Committee pre‑approves/ratifies related‑party transactions; directors do not participate in approvals where they are a related person .
Compensation Committee Analysis
- Compensation Committee composition: Link, Hammer, Lindstrom (Chair), Weisner, Winer; all independent under Nasdaq’s additional standards .
- Consultant: Pay Governance LLC engaged; services included peer group development, benchmarking, and incentive design; Committee determined no conflicts of interest in 2024 .
Governance Controls and Policies
- Clawback policy adopted effective Oct 2, 2023 per Nasdaq’s Dodd‑Frank rules; applies to executive officers for restatements .
- Code of Conduct and insider trading/anti‑hedging policies in place; committee charters and governance guidelines available on the IR site .
- Board leadership: Independent Chair (William J. Link, PhD); CEO/Chair roles separated .
Governance Assessment
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Strengths:
- Independent status affirmed; serves on Compensation Committee, adding investor perspective and capital allocation discipline .
- Significant ownership aligns interests; anti‑hedging policy supports alignment; robust related‑party review process .
- Use of independent compensation consultant with no conflicts; independent Chair structure .
-
Risk indicators / RED FLAGS:
- North Run control and board designation rights create potential conflicts; Mr. Hammer is a North Run designee and beneficially owns (attributed) a majority of common and all Series A preferred, with 45.5% combined voting power, which may influence governance outcomes .
- Participation rights in future financings could affect minority shareholder dilution dynamics; continued monitoring of Audit Committee oversight on related‑party matters is warranted .
- Attendance disclosed only in aggregate (≥75% for all incumbents), not individually; continue to track individual attendance trends .
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Director pay and alignment:
- 2024 mix shows balanced cash ($83.7k) and equity ($71.7k) with additional 2025 annual RSUs (7,374), standard vesting and full acceleration on change in control, consistent with market practices for small‑cap med‑tech .
Overall, Mr. Hammer brings deep investor and transaction expertise and substantial ownership alignment, but his North Run designation and control position necessitate ongoing scrutiny for potential conflicts on capital allocation, M&A, and board decisions; LENSAR’s related‑party transaction controls and independent committee structures will be key mitigants .