Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Appointment of Principal Accounting Officer

On January 11, 2022, the Board of Directors (the "Board") of LENSAR, Inc. (the "Company") appointed Kendra W. Wong, previously the Company's Director of Financial Operations, to serve as the Company's Principal Accounting Officer, effective immediately.

In connection with Ms. Wong's promotion, on January 11, 2022, the Board approved: (i) an increase to her annual base salary to $225,000, effective January 10, 2022; (ii) a target bonus opportunity for 2022 of 30%; and (iii) an award of options to purchase 21,970 shares of the Company's common stock at a price of $6.04 per share, the fair market value of the Company's common stock on the grant date, which options vest as to 25% of the total amount of the award on the one-year anniversary of the grant date and in thirty-six substantially equal monthly installments thereafter.

Ms. Wong, 42, joined the Company as the director of financial operations in March 2021. Before joining the Company, Ms. Wong served as the assistant corporate controller, subsidiary operations for PDL BioPharma, Inc., the former parent entity to the Company, from July 2018 to March 2021. Prior to PDL, Ms. Wong served as a finance and accounting consultant for pharmaceutical companies primarily based in Silicon Valley from January 2017 to July 2018. Ms. Wong began her career at PricewaterhouseCoopers LLP providing audit and business advisory services, primarily in the life science and venture capital industries. She is a Certified Public Accountant and an Associate Professor Emeritus at Sierra Nevada University, where she previously served in several roles from January 2008 to May 2018, including most recently as Associate Professor and Business Department Chair. Ms. Wong received a B.S. in Managerial Economics from the University of California, Davis and an M.B.A. from Arizona State University.

Ms. Wong has entered into the Company's standard indemnification agreement for directors and officers.

Officer Compensation

On January 11, 2022, the Board approved annual cash bonuses for 2021 for each of Nicholas T. Curtis, Alan B. Connaughton and Thomas R. Staab, II at 105% of their annual target bonus. Additionally, on January 11, 2022, the Board approved the grant of (i) options to purchase shares of common stock of the Company ("Options") and (ii) restricted stock units (the "RSUs") to Nicholas T. Curtis, Alan B. Connaughton, Thomas R. Staab, II, in the amounts set forth below opposite such officer's name. The Options were granted pursuant to the Company's 2020 Incentive Award Plan and grant each recipient the right to purchase shares of Company common stock at a price of $6.04 per share, the fair market value of the Company's common stock on the grant date. The Options vest as to 25% of the total amount of the award on the one-year anniversary of the grant date and in thirty-six substantially equal monthly installments thereafter. The RSUs, also granted pursuant to the Company's 2020 Incentive Award Plan, vest as to 25% of the total amount of the award on each anniversary of the grant date.





Name                  Number of Stock Options   Number of RSUs
Nicholas T. Curtis            105,000               30,000
Alan B. Connaughton           52,500                15,000
Thomas R. Staab, II           52,500                15,000

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