GLAUKOS Corp
For the period ended May 30, 2024. Filed Apr 16, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2024 · Filed Apr 16, 2024
Contents
Executive Compensation Program and Objectives
Our executive compensation program for 2023 was intended to:
Attract and retain top-caliber executives
Executives are paid base salaries and employee benefits that are market competitive and that permit us to hire and retain highly skilled individuals at all levels;
Reward both near-term results and long-term growth
Our compensation programs provide the opportunity to our executive leadership to be rewarded for achievement of both near-term and long-term value-generating results;
Align pay and performance
A significant portion of our executive leadership team’s compensation is tied to measures of performance for our business and each individual’s contribution to that performance;
Align compensation with shareholder interests
The interests of our executive leadership team are linked with those of our shareholders through the risks and rewards of ownership of Glaukos stock; and
Reinforce succession planning process
The overall compensation program for our executive leadership team supports our robust succession planning process.
Our 2023 executive compensation program was comprised of three key elements, each of which was designed to further the program objectives listed above:(1) base salary;** (2)annual bonus that is earned upon achievement of specified corporate and/or individual goals; and(3)** long-term incentive compensation in the form of equity awards that are subject to both performance-based and time-based vesting requirements. We also provide 401(k) retirement benefits, an executive deferred compensation plan, executive physical, and severance benefits to our senior leadership team, including our NEOs.
48 | 2024 Proxy Statement | Glaukos Corporation
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| | EXECUTIVE COMPENSATION |
Primary Compensation Elements
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| Base Salary | | Annual Bonus | | Long-Term Incentives |
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| | ELEMENT | DESCRIPTION | PRIMARY DESIGN OBJECTIVE | ||
|---|---|---|---|---|---|
| FIXED | Base Salary | ●Annual fixed cash compensation | ●Attract and retain top talent. Provide compensation for functional expertise and day-to-day responsibilities | ||
| AT RISK COMPENSATION | Annual Incentive(Performance Bonus) | | ●CEO payout evaluated based 100% on achievement of corporate objectives●Other NEO payout evaluated based 75% on corporate objectives and 25% on individual objectives●Corporate goals are comprised of financial results, progress on product R&D, regulatory and ESG goals●Executive equity election to receive bonus opportunity in restricted stock units or stock options | | ●Align executive pay with the achievement of short-term business objectives and performance expectations; designed to help the Company achieve long-term strategic objectives and create long-term value for stockholders●Emphasize financial results by making them a key factor in determination of bonus, that ensures all NEO bonuses are tied to achievement of objective top-line sales growth target●Incorporate stock price performance in the bonus program by allowing equity election. 15% premium added to provide incentive to convert bonus into equity, preserving cash for growth |
| Long-Term Incentive | | ●In 2023, 57% of our CEO’s equity awards were performance-based (includes the special December 2023 performance grant provided upon FDA approval of iDose TR), with the remainder in time-based options●In 2023, 1/3 of the equity awards for our other NEOs was performance-based, with the remainder split between time-based restricted stock units (“RSUs”) and time-based options. For 2024, the weighting of performance-based equity awards was increased to 50% for all NEOs ●Performance-based equity only vests based on the achievement of predetermined targets aligned with the Company’s goals●Time-based RSUs and stock options vest over 4 years | | ●Link the interests and risks of executives with those of our stockholders●Promote executive focus on long-term company performance through stock price and long-term operating performance that is expected to build long-term shareholder value●Provide a retention incentive through time-vested RSUs and stock options that is aligned with shareholders, even during periods of stock price volatility |
The largest component of our compensation program is long-term incentive awards. When combined with the target annual incentive award, the vast majority of executive compensation is “at risk,” or, in other words, dependent on the accomplishment of the Company’s business and financial objectives or the performance of the Company’s stock (or both, in the case of annual bonus awards granted in equity and performance-based equity). In the case of Mr. Burns, 90% of his 2023 target compensation is “at risk.” For our other Named Executive Officers, 84% of their average target compensation is “at risk.”
| Mr. Burns | Other NEOs |
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| | EXECUTIVE COMPENSATION |
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