GLAUKOS Corp
For the period ended May 30, 2024. Filed Apr 16, 2024.
View on SEC.govAbout this filing
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
Pay vs. Performance
PAY VS PERFORMANCE
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| | | | | | | | | | | | Value of Initial Fixed$100 Investmentbased on: | | | | | CompanySelectedMeasure: |
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| Year · SummaryCompensation Table Total for CEO (b) · Compensation Actually Paid to CEO (c) · Average Summary Compensation Table Total for non-CEO Named ExecutiveOfficers (d) · Average Compensation Actually Paid tonon-CEO Named Executive Officers (e) · TotalShare-holderReturn (f) · Peer GroupTotal Share-holderReturn (g) · NetIncome (in thousands) (h) · · NetSales (in thousands) (i) | ||||||||||||||||
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| 2023 | | $8,654,684 | | $22,347,663 | | $3,035,069 | | $7,714,100 | | $145.93 | | $100.16 | | $(134,661) | | $314,711 |
| 2022 | $6,268,188 | | $5,463,353 | | $2,930,016 | | $2,377,340 | | $80.19 | | $102.25 | | $(99,195) | $282,862 | ||
| 2021 | $7,260,144 | | $(172,505) | | $2,196,905 | | $496,378 | | $81.59 | | $138.98 | | $(49,593) | $294,011 | ||
| 2020 | $6,018,242 | | $11,765,591 | | $2,161,224 | | $4,764,939 | | $138.17 | | $131.41 | | $(120,348) | $224,959 | ||
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our Chairman and CEO, Thomas W. Burns, for the respective years shown.
Column (c). “Compensation actually paid” to our CEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our CNG Committee in regards to the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.
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| CEO – Thomas W. Burns – Equity Award Adjustment | ||||||||
| Year · 2023 · 2022 · 2021 · 2020 | ||||||||
| Summary Compensation Table Total | | $8,654,684 | | $6,268,188 | | $7,260,144 | | $6,018,242 |
| (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | | $(7,879,784) | | $(4,767,887) | | $(5,299,920) | | $(4,874,412) |
| (Minus): Change in Pension Value | | $0 | | $0 | | $0 | | $0 |
| Plus: Pension Service Cost and Associated Prior Service Cost | | $0 | | $0 | | $0 | | $0 |
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | $13,186,556 | | $2,282,800 | | $2,055,461 | | $8,463,759 |
| Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | $7,429,276 | | $329,529 | | $(4,156,192) | | $1,958,656 |
| Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | $0 | | $0 | | $0 | | $0 |
| Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | $956,931 | | $1,350,723 | | $(31,998) | | $199,346 |
| (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | $0 | | $0 | | $0 | | $0 |
| Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | $0 | | $0 | | $0 | | $0 |
| Compensation Actually Paid | | $22,347,663 | | $5,463,353 | | $(172,505) | | $11,765,591 |
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year end and as of the date of vest. Time-vested restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year end and as of each date of vest.
Column (d). The following non-CEO named executive officers are included in the average figures shown:
2020: Joseph E. Gilliam, Chris M. Calcaterra
2021: Joseph E. Gilliam, Chris M. Calcaterra
2022: Joseph E. Gilliam, Alex R. Thurman, Tomas Navratil, Chris M. Calcaterra
74 | 2024 Proxy Statement | Glaukos Corporation
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| | PAY VS PERFORMANCE |
2023: Joseph E. Gilliam, Alex R. Thurman, Tomas Navratil
Column (e). Average “compensation actually paid” for our non-CEO Named Executive Officers in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO Named Executive Officers during the applicable year. For information regarding the decisions made by our CNG Committee in regards to the non-CEO Named Executive Officers’ compensation for each fiscal year, please the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.
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| Non-CEO Equity Award Adjustment | ||||||||
| Year · 2023 · 2022 · 2021 · 2020 | ||||||||
| Summary Compensation Table Total | | $3,035,069 | | $2,930,016 | | $2,196,905 | | $2,161,224 |
| (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | | $(2,146,240) | | $(2,362,978) | | $(1,199,996) | | $(1,595,473) |
| (Minus): Change in Pension Value | | $0 | | $0 | | $0 | | $0 |
| Plus: Pension Service Cost and Associated Prior Service Cost | | $0 | | $0 | | $0 | | $0 |
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | $3,565,429 | | $1,477,439 | | $861,492 | | $3,347,859 |
| Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | $3,013,218 | | $61,800 | | $(1,490,771) | | $801,226 |
| Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | $0 | | $0 | | $0 | | $0 |
| Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | $246,624 | | $271,063 | | $128,748 | | $50,103 |
| (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | $0 | | $0 | | $0 | | $0 |
| Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | $0 | | $0 | | $0 | | $0 |
| Compensation Actually Paid | | $7,714,100 | | $2,377,340 | | $496,378 | | $4,764,939 |
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year end and as of the date of vest. Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year end and as of each date of vest. The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table.
Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Glaukos Corporation for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.
Column (g): For the relevant fiscal year, represents the cumulative TSR of the S&P 600 Health Care Sector Index ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.
Column (h): Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020.
Column (i): Company-selected Measure is annual “Net Sales” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020.
Relationship between Pay and Performance. Below are graphs showing the relationship of “compensation actually paid” to our CEO and other named executive officers in 2020, 2021, 2022 and 2023 to (1) TSR of both the Company and the S&P 600 Health Care Sector Index, (2) the Company’s net income and (3) the Company’s annual net sales.
“Compensation actually paid” (“CAP”), as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement (as reflected in the significant decrease to 2021 CAP and the significant increase to 2023 CAP) and varying levels of projected and actual achievement of performance goals. For a discussion of how our CNG Committee assessed the Company’s performance and our Named Executive Officers’ pay
Table of Contents
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| | PAY VS PERFORMANCE |
each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2020, 2021 and 2022.
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Financial Performance Measures. Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we use to link compensation actually paid to our Named Executive Officers, for 2023, to Company performance.
| ●Net Sales: | Financial Measure |
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| ●Operating Expenses: | Financial Measure |
| ●Pipeline Product Development: | Non-Financial Measure |
76 | 2024 Proxy Statement | Glaukos Corporation
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| | EQUITY COMPENSATION PLAN INFORMATION |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.