David F. Hoffmeister
GLAUKOSAbout David F. Hoffmeister
David F. Hoffmeister (age 70) is an independent director of Glaukos Corporation (GKOS) since 2014 and serves as Chair of the Audit Committee; he is designated an “audit committee financial expert.” His background includes SVP & CFO at Life Technologies (2008–2014), CFO at Invitrogen (2004–2008), and Senior Partner at McKinsey (1983–2003); he holds a B.S. from the University of Minnesota and an MBA from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Life Technologies Corporation | Senior Vice President & Chief Financial Officer | 2008–2014 | Led finance at a global biotech; deep public-company reporting experience |
| Invitrogen Corporation | Chief Financial Officer | 2004–2008 | Pre-merger CFO experience in biotech |
| McKinsey & Company | Senior Partner; Leader North American Chemical Practice | 1983–2003; Practice leader 1998–2003 | Strategy, operations, chemicals sector expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Celanese Corporation (NYSE: CE) | Director | 2006–present | Board service; GKOS notes he serves on audit committees of three other public companies |
| ICU Medical, Inc. (Nasdaq: ICUI) | Director | 2018–present | Board service |
| StepStone Group, Inc. (Nasdaq: STEP) | Director | 2020–present | Board service |
| Kaiser Permanente | Director (private) | 2014–present | Private board role |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on the CNG Committee .
- Independence: Board affirmed Hoffmeister is independent under NYSE rules; no family relationships noted .
- Audit committee expertise: Board designated him an “audit committee financial expert” .
- Attendance/engagement: Board held 5 meetings; Audit Committee held 8 meetings in 2024; each director attended at least 75% of meetings; directors averaged 95% attendance in 2024 .
- Overboarding policy: GKOS limits directors to four public company boards (or two for sitting public-company CEOs); Board states all directors comply. Hoffmeister’s GKOS plus CE, ICUI, STEP puts him at the policy limit, which the Board deems compliant .
- Executive sessions: Regular executive sessions of independent directors; fully independent committees .
| GKOS Committees (2024) | Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Hoffmeister; Stapley; Weisner; Wen | Hoffmeister | 8 |
| Compensation, Nominating & Governance (CNG) | Foley (Chair); Kliman; Stapley; Torres | — | 4 |
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees earned in cash | — | Elected equity in lieu of cash |
| Stock awards | $273,362 | Includes elective RSUs for retainers with 15% premium; 1,082 RSUs granted Jan 2, 2024 |
| Option awards | $75,009 | Annual director option grant valuation per ASC 718 |
| Total | $348,371 | 2024 non‑employee director compensation |
Director compensation policy (updated March 2025):
- Cash retainers: $50,000 Board; $10,000 per committee membership; $12,500 Audit Chair; $12,500 CNG Chair; $40,000 Lead Independent Director; payable quarterly and pro‑rated .
- Equity: annual grant of RSUs ($200,000 grant date fair value) and stock options ($160,000 grant date fair value) vesting in one installment on the first anniversary of grant (or next annual meeting, if earlier) .
Performance Compensation
| Equity Award | Grant Date | Quantity | Exercise Price | Vesting |
|---|---|---|---|---|
| Elective RSUs (retainer in lieu of cash) | Jan 2, 2024 | 1,082 RSUs | n/a | One-year vest; 15% premium on conversion |
| Annual RSUs | May 30, 2024 | 1,716 RSUs | n/a | Full vest on first anniversary/year’s annual meeting |
| Annual Stock Options | May 30, 2024 | 1,246 options | $110.70 | Full vest on first anniversary/year’s annual meeting |
- Performance metrics: GKOS does not disclose any performance-based metrics for director equity; annual director RSUs and options vest time‑based per policy .
Other Directorships & Interlocks
| Company | Sector Link to GKOS | Interlock/Conflict Indicators |
|---|---|---|
| Celanese (CE) | Chemicals (materials supplier landscape) | No GKOS‑disclosed related party transactions; Audit Committee reviews/approves any related person transactions |
| ICU Medical (ICUI) | Medical devices (not ophthalmic) | Board affirmed independence; no RPTs above $120k other than disclosed CEO family employment; none involving Hoffmeister |
| StepStone (STEP) | Asset management | No GKOS‑disclosed conflicts |
- Related‑party oversight: As Audit Chair, Hoffmeister oversees approval/ratification of any related person transactions per policy; none disclosed involving him .
Expertise & Qualifications
- CFO experience (Life Technologies; Invitrogen) and McKinsey senior partner background support finance, audit, and capital management proficiency; Board lists him among directors with accounting/auditing and capital management skills .
- Audit committee financial expert designation confirms deep technical financial oversight capability .
- Education: B.S. University of Minnesota; MBA University of Chicago .
Equity Ownership
| Ownership Item | Quantity | Notes |
|---|---|---|
| Total beneficial ownership | 98,655 shares | Less than 1% of outstanding |
| Options exercisable or exercisable within 60 days | 56,246 | Included in beneficial ownership |
| RSUs vesting within 60 days | 1,716 | Included in beneficial ownership |
| Shares via Sentinel Point Partners, Inc. | 38,156 | Hoffmeister sole shareholder |
| Outstanding stock awards (as of 12/31/2024) | 4,253 | Includes deferred RSUs (1,455 deferred) |
| Outstanding stock options (as of 12/31/2024) | 56,246 | As reported |
Alignment policies:
- Director stock ownership guideline: at least 6x annual retainer; all directors required to be in compliance as of Jan 1, 2025 .
- Anti‑pledging and anti‑hedging policies prohibit pledging and hedging; Insider Trading Policy applies to directors .
Governance Assessment
- Strengths: Independent Audit Chair with audit financial expert status; extensive CFO and strategic background; Board affirmed his independence and explicitly reviewed simultaneous service on three other audit committees, finding no impairment to his GKOS Audit Committee effectiveness .
- Engagement: Audit Committee met 8 times; Board met 5 times; directors averaged 95% attendance in 2024; each director at least 75% attendance; GKOS runs regular executive sessions and proactive shareholder engagement, with 95% say‑on‑pay support in 2024—a positive governance signal .
- Alignment: He elected RSUs for cash retainer (15% premium), holds significant options/RSUs, and GKOS confirms directors comply with ownership guidelines; pledging/hedging prohibited—strong alignment and risk controls .
- Potential watch‑items: He is at GKOS’s overboarding limit (four public boards including GKOS); Board assessed capacity and compliance, but investors may monitor workload and cross‑committee obligations; GKOS’s Audit Committee relies on his leadership amid cybersecurity, compliance, manufacturing and reimbursement risk oversight .
- Conflicts: No related‑party transactions disclosed involving Hoffmeister; Audit Committee policy requires review/approval of any such transactions—no red flags identified .