GLAUKOS Corp

For the period ended May 30, 2024. Filed Apr 16, 2024.

About 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

GKOS$224.41+2.0%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Summary

PROXY SUMMARY


Who We Are

Founded in 1998, Glaukos Corporation is an ophthalmic pharmaceutical and medical technology company focused on developing and commercializing novel therapies for the treatment of glaucoma, corneal disorders, and retinal diseases.Our mission at Glaukos is to truly transform vision by pioneering novel, dropless therapies that can meaningfully advance the standard of care and improve the lives of patients suffering from chronic, sight-threatening diseases.		Innovation is at the core of everything we do, and we are resolute in our commitment to challenge conventional thinking with new treatment alternatives that are supported by real science, robust clinical evidence, and an unrelenting focus on patients.Our constant pursuit of game-changing technologies that disrupt legacy treatment paradigms is encapsulated in the Glaukos mantra “We’ll Go First,” which articulates our willingness to take chances, our determination to forge new ground, and our commitment to continuous improvement in all that we do.

Voting Matters

This summary highlights information contained within this Proxy Statement. You should read the entire Proxy Statement carefully and consider all information before voting. Page references are supplied to help you find further information in this Proxy Statement.

Proposals	Board Recommendation
1	Election of Directors	FOR ALLdirector nominees
2	Approval of the Glaukos Corporation Amended and Restated 2015 Omnibus Incentive Compensation Plan	FOR
3	Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers	ONE YEAR
4	Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers	FOR
5	Ratification of Independent Registered Public Accounting Firm	FOR

4 | 2024 Proxy Statement | Glaukos Corporation


	PROXY SUMMARY

BOARD OF DIRECTORS

· · · · OtherCurrentPublicCompanyBoards · · Committee Membership
Name and Current Occupation · Age · DirectorSince · TermExpires · Independent · Audit · Compensation,NominatingandGovernance
Thomas W. BurnsChairman & Chief Executive Officer Glaukos Corporation	63	2002	2024	1
Mark J. FoleyLead Independent DirectorChief Executive OfficerRevance Therapeutics, Inc.	58	2014	2025	1		(Chair)
David F. HoffmeisterFormer Senior Vice President andChief Financial OfficerLife Technologies Corporation	69	2014	2025	3	(Chair)
Gilbert K. Kliman, MDManaging PartnerInterWest Partners	65	2007	2025	0
Marc A. StapleyChief Executive OfficerVeracyte Inc.	54	2014	2024	1
Denice M. TorresChief Executive OfficerThe Ignited Company	64	2021	2026	2
Aimee S. WeisnerFormer Corporate Vice President and General CounselEdwards Lifesciences Corporation	55	2014	2026	2
Leana S. Wen, MDEmergency Physician and Adjunct Associate Professor, George Washington University	41	2021	2024	1

**** Committee Member


	PROXY SUMMARY

SUSTAINABILITY ACHIEVEMENTS

CORPORATE GOVERNANCE STRENGTHS


Independence		●7 of 8 directors are independent●Independent Lead Director●Regular executive sessions of independent directors●Fully independent Board Committees
Evaluation and Effectiveness		●Annual Board, Committee and individual self-evaluations and peer review
Refreshment and Diversity		●38% of directors are women and 25% self-identify as members of an underrepresented community●Average age of directors is 59●Two new directors added in 2021
Active Board Oversight and Engagement		●Robust oversight of risks related to the Company’s business, including compliance, cybersecurity and ESG risks●Directors attended an average of 99% of Board and Committee meetings in 2023; Chair and Lead Independent Director attended 100% of Board and Committee meetings●Overboarding guidelines limit directors’ service on the boards of other public companies to three, or, for directors who are executive officers of public companies, one additional public company board, without Board approval
Robust Stockholder Engagement Process		●Proactive semiannual engagement with stockholders●Incorporation of stockholder feedback into our strategies and programs, including executive compensation

6 | 2024 Proxy Statement | Glaukos Corporation


	PROXY SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS


CEO Compensation		Other NEOs

Compensation Best Practices

What We Do		What We Don’t Do
	Incorporate Stockholder Feedback into Compensation Program Design		Excise Tax Gross-Ups
	Multiple Performance Metrics and Time Horizons for Long Term Incentive Compensation and Bonus Plan		Repricing or Buyouts of Stock Options
	Cap Executive Bonus Program at 200% of target		Uncapped Incentives
	50% of Executive Long-Term Incentive Compensation is Performance-Based (starting in 2024 for non-CEO NEOs)		Hedging, Derivatives, Pledging or Margin Accounts
	Annual Independent Compensation Risk Review		Single-Trigger Cash Severance Payments upon a Change in Control
	Double-Trigger Severance Payments upon a Change in Control		Employment Contracts
	Share Ownership Guidelines (6x base salary for Chief Executive Officer)		Dividends or Dividend Equivalents on Unearned or Unvested Equity Awards
	Clawback Policy
	Independent Compensation Consultant
	Limited Perquisites


	PROPOSAL 1 — ELECTION OF DIRECTORS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.