Sharpness-aware minimization (SAM) encourages flat minima by perturbing parameters along directions of high loss curvature, but treats all parameter directions uniformly, ignoring the underlying loss geometry. We introduce LLQR+SAM, which combines SAM with a learned preconditioner obtained from the recently proposed LLQR framework, a second-order method that recasts steepest descent as a layerwise linear-quadratic regulator problem. The preconditioner is updated sparsely and maintained as a slow exponential moving average, so it captures a smoothed, low-resolution picture of the loss landscape geometry. The SAM perturbation then operates on top of this learned geometry, probing curvature at a faster timescale. We show that this two-timescale structure is not merely a computational convenience: theoretically, the preconditioner amplifies the SAM escape signal in directions that are flat under the average geometry but locally sharp (potholes). Wide, flat basins, by contrast, remain stable. Empirically, LLQR+SAM gives consistent gains over both SAM and LLQR alone across standard vision and sequence modeling benchmarks, supporting the view that slow learned geometry and fast sharpness correction are genuinely complementary.