GLAUKOS CORP, DEF 14A filed on 4/15/2025
Proxy Statement (definitive)
v3.25.1
Document and Entity Information
12 Months Ended
Dec. 31, 2024
Document and Entity Information [Abstract]  
Document Type DEF 14A
Entity Registrant Name GLAUKOS Corp
Entity Central Index Key 0001192448
Amendment Flag false
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

 

 

 

Value of Initial Fixed
$100 Investment
based on:

 

Company
Selected
Measure:

Year

  

Summary
Compensation
 Table Total for  CEO (b)

  

Compensation Actually Paid to 
CEO (c)

  

Average Summary Compensation Table
 Total for non-CEO Named Executive
Officers (d)

  

Average Compensation Actually Paid to
non-CEO Named Executive Officers (e)

  

Total
Share-
holder
Return (f)

  

Peer Group
Total Share-
holder
Return (g)

  

Net
Income (in thousands) (h)

  

Net
Sales (in thousands) (i)

2024

$

9,030,345

$

25,159,437

$

3,134,001

$

9,883,766

$

275.27

$

102.90

$

(146,372)

$

383,481

2023

$

8,654,684

$

22,347,663

$

3,035,069

$

7,714,100

$

145.93

$

99.53

$

(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 2024, 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.

CEO – Thomas W. Burns – Equity Award Adjustment

Year

  

2024

  

2023

  

2022

  

2021

  

2020

Summary Compensation Table Total

$

9,030,345

$

8,654,684

$

6,268,188

$

7,260,144

$

6,018,242

(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year

$

(8,219,995)

$

(7,879,784)

$

(4,767,887)

$

(5,299,920)

$

(4,874,412)

(Minus): Change in Pension Value

$

0

$

0

$

0

$

0

$

0

Plus: Pension Service Cost and Associated Prior Service Cost

$

0

$

0

$

0

$

0

$

0

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

10,658,482

$

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

$

11,370,354

$

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

$

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

$

2,320,251

$

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

$

0

Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

$

0

$

0

$

0

$

0

$

0

Compensation Actually Paid

$

25,159,437

$

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

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 2024, 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.

Non-CEO Equity Award Adjustment

Year

  

2024

  

2023

  

2022

  

2021

  

2020

Summary Compensation Table Total

$

3,134,001

$

3,035,069

$

2,930,016

$

2,196,905

$

2,161,224

(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year

$

(2,301,685)

$

(2,146,240)

$

(2,362,978)

$

(1,199,996)

$

(1,595,473)

(Minus): Change in Pension Value

$

0

$

0

$

0

$

0

$

0

Plus: Pension Service Cost and Associated Prior Service Cost

$

0

$

0

$

0

$

0

$

0

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

2,789,624

$

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

$

5,851,958

$

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

$

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

$

409,867

$

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

$

0

Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

$

0

$

0

$

0

$

0

$

0

Compensation Actually Paid

$

9,883,766

$

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 2024, 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 2024, 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, 2024, 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, 2024, 2023, 2022, 2021 and 2020.

       
Company Selected Measure Name Net Sales        
Named Executive Officers, Footnote

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 (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

2023: Joseph E. Gilliam, Alex R. Thurman, Tomas Navratil

       
Peer Group Issuers, Footnote

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 2024, 2023, 2022, 2021 and 2020, respectively.

       
PEO Total Compensation Amount $ 9,030,345 $ 8,654,684 $ 6,268,188 $ 7,260,144 $ 6,018,242
PEO Actually Paid Compensation Amount $ 25,159,437 22,347,663 5,463,353 (172,505) 11,765,591
Adjustment To PEO Compensation, Footnote

Column (c). “Compensation actually paid” to our CEO in each of 2024, 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.

CEO – Thomas W. Burns – Equity Award Adjustment

Year

  

2024

  

2023

  

2022

  

2021

  

2020

Summary Compensation Table Total

$

9,030,345

$

8,654,684

$

6,268,188

$

7,260,144

$

6,018,242

(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year

$

(8,219,995)

$

(7,879,784)

$

(4,767,887)

$

(5,299,920)

$

(4,874,412)

(Minus): Change in Pension Value

$

0

$

0

$

0

$

0

$

0

Plus: Pension Service Cost and Associated Prior Service Cost

$

0

$

0

$

0

$

0

$

0

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

10,658,482

$

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

$

11,370,354

$

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

$

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

$

2,320,251

$

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

$

0

Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

$

0

$

0

$

0

$

0

$

0

Compensation Actually Paid

$

25,159,437

$

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.

       
Non-PEO NEO Average Total Compensation Amount $ 3,134,001 3,035,069 2,930,016 2,196,905 2,161,224
Non-PEO NEO Average Compensation Actually Paid Amount $ 9,883,766 7,714,100 2,377,340 496,378 4,764,939
Adjustment to Non-PEO NEO Compensation Footnote

Column (e). Average “compensation actually paid” for our non-CEO Named Executive Officers in each of 2024, 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.

Non-CEO Equity Award Adjustment

Year

  

2024

  

2023

  

2022

  

2021

  

2020

Summary Compensation Table Total

$

3,134,001

$

3,035,069

$

2,930,016

$

2,196,905

$

2,161,224

(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year

$

(2,301,685)

$

(2,146,240)

$

(2,362,978)

$

(1,199,996)

$

(1,595,473)

(Minus): Change in Pension Value

$

0

$

0

$

0

$

0

$

0

Plus: Pension Service Cost and Associated Prior Service Cost

$

0

$

0

$

0

$

0

$

0

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

2,789,624

$

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

$

5,851,958

$

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

$

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

$

409,867

$

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

$

0

Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

$

0

$

0

$

0

$

0

$

0

Compensation Actually Paid

$

9,883,766

$

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.

       
Compensation Actually Paid vs. Total Shareholder Return

Graphic    

    

       
Compensation Actually Paid vs. Net Income

Graphic

    

       
Compensation Actually Paid vs. Company Selected Measure

Graphic

    

       
Total Shareholder Return Vs Peer Group

Graphic    

    

       
Tabular List, Table

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 2024, to Company performance.

Net Sales:

Financial Measure

Operating Expenses:

Financial Measure

Pipeline Product Development:

Non-Financial Measure

       
Total Shareholder Return Amount $ 275.27 145.93 80.19 81.59 138.17
Peer Group Total Shareholder Return Amount 102.9 99.53 102.25 138.98 131.41
Net Income (Loss) $ (146,372,000) $ (134,661,000) $ (99,195,000) $ (49,593,000) $ (120,348,000)
Company Selected Measure Amount 383,481,000 314,711,000 282,862,000 294,011,000 224,959,000
PEO Name Thomas W. Burns        
Measure:: 1          
Pay vs Performance Disclosure          
Name Net Sales        
Non-GAAP Measure Description

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, 2024, 2023, 2022, 2021 and 2020.

       
Measure:: 2          
Pay vs Performance Disclosure          
Name Operating Expenses        
Measure:: 3          
Pay vs Performance Disclosure          
Name Pipeline Product Development        
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,219,995) (7,879,784) (4,767,887) (5,299,920) (4,874,412)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,658,482 13,186,556 2,282,800 2,055,461 8,463,759
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,370,354 7,429,276 329,529 (4,156,192) 1,958,656
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,320,251 956,931 1,350,723 (31,998) 199,346
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,301,685) (2,146,240) (2,362,978) (1,199,996) (1,595,473)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,789,624 3,565,429 1,477,439 861,492 3,347,859
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,851,958 3,013,218 61,800 (1,490,771) 801,226
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 409,867 246,624 271,063 128,748 50,103
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. As discussed above, currently, we primarily grant RSUs and PRSUs, although we grant options to non-employee directors and provide our senior leaders, including our NEOs, the opportunity to convert certain portions of their RSUs into stock options. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. However, the CNG Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation
Award Timing Method We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information.
Award Timing Predetermined false
Award Timing MNPI Considered false
Award Timing, How MNPI Considered However, the CNG Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true