Denice M. Torres
GLAUKOSAbout Denice M. Torres
Denice M. Torres (age 65) has served as an independent director of Glaukos since 2021; her current term expires at the 2026 annual meeting. She is CEO of The Ignited Company and previously held senior leadership roles at Johnson & Johnson and Eli Lilly. She holds a B.S. (Ball State), J.D. (Indiana University), MBA (University of Michigan), and an M.A. in the Study of Happiness (Centenary University); she is a member of the Michigan Bar and founded The Mentoring Place, a nonprofit for executive mentoring of women .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson – Global Medical Device Business | Chief Strategy & Transformation Officer | 2015–2017 | Executive management of strategy and transformation across devices |
| Johnson & Johnson – McNeil Consumer Healthcare | President | 2011–2015 | Led global commercialization, quality, strategy, and marketing in consumer health |
| Johnson & Johnson – Janssen Pharmaceuticals (Neuroscience) | President | 2009–2011 | Led neuroscience franchise commercialization and strategy |
| Eli Lilly and Company | Various executive positions | 1990–2004 | Senior leadership in pharma operations and marketing |
External Roles
| Organization | Role | Tenure | Committee Roles / Notes |
|---|---|---|---|
| 2seventybio (Nasdaq:TSVT) | Director | 2021–present | Current public company board |
| Karuna Therapeutics (Nasdaq:KRTX) | Director | 2020–2024 | Former public company board |
| Surface Oncology (Nasdaq:SURF) | Director | 2021–2023 | Former public company board |
| bluebird bio (Nasdaq:BLUE) | Director | 2020–2021 | Former public company board |
| National Resilience (private, venture-backed) | Director | 2020–present | Private board |
| Thirty Madison (private) | Director | 2022–present | Private board |
| Seaport Therapeutics (private) | Director | 2024–present | Private board |
| ByHeart, Inc. (private) | Director | 2024–present | Private board |
Board Governance
- Independence and service: Independent director; Class II; term expires 2026 .
- Committee assignments: Member, Compensation, Nominating & Governance (CNG) Committee; CNG members (Foley—Chair, Kliman, Stapley, Torres) all deemed independent by Board; CNG met 4 times in 2024 .
- Responsibilities: CNG oversees CEO and executive pay, equity plans, director compensation, ownership guidelines and clawback administration, board nominations/refreshment, and sustainability/human capital oversight .
- Attendance and engagement: Each director attended ≥75% of aggregate Board/committee meetings; average director attendance was 95% in 2024; directors hold regular executive sessions without management; all directors attended the 2024 annual meeting .
- Overboarding: Board policy limits directors to ≤4 public boards (≤2 for sitting public company executives); all directors compliant .
- Governance environment: Classified board and supermajority vote requirements (75%) remain in effect; Board reviews these at least annually and engages shareholders on potential changes as the company matures .
Fixed Compensation
2024 non‑employee director compensation (actual paid/awarded):
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | — |
| Stock awards (grant-date fair value) | 258,948 |
| Option awards (grant-date fair value) | 75,009 |
| Total | 333,957 |
Director Compensation Program (updated March 2025):
| Element | Amount / Terms |
|---|---|
| Board annual cash retainer | $50,000; paid quarterly; elective RSU alternative available |
| Committee member retainer | $10,000 per committee |
| Chair fees | $12,500 per year for Audit and CNG Chairs |
| Lead Independent Director | $40,000 per year |
| Annual equity grant (non‑employee directors) | RSUs with $200,000 fair value + options with $160,000 fair value; both vest in one installment on first anniversary (or next annual meeting if earlier); options strike = closing price on grant date; death/disability acceleration |
Notes:
- Equity election program allows directors to take annual retainers in RSUs with a 15% share conversion premium; elective RSUs vest one year from grant .
- In 2024, Torres elected RSUs instead of cash retainer (895 RSUs granted Jan 2, 2024) .
Performance Compensation
Director equity grants and vesting (2024 cycle):
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting |
|---|---|---|---|---|
| Elective RSUs in lieu of cash retainer | Jan 2, 2024 | 895 RSUs | n/a | 1‑year cliff from grant date |
| Standard annual RSUs | May 30, 2024 | 1,716 RSUs | n/a | Full vest in the following year (1‑year cliff) |
| Standard annual stock options | May 30, 2024 | 1,246 options | $110.70 | Full vest in the following year (1‑year cliff) |
- No performance‑based metrics apply to director equity grants; director awards are time‑based RSUs and stock options per program design .
Other Directorships & Interlocks
- Public boards: Current—2seventybio; Former—Karuna, Surface Oncology, bluebird bio .
- Interlocks and conflicts: Audit Committee reviews related person transactions; CNG members were independent and had no relationships requiring related‑person disclosure in 2024 .
- Overboarding compliance: Within Board policy limits; Board confirms all directors compliant .
Expertise & Qualifications
- Extensive leadership across pharmaceutical, consumer health, and medical devices; executive management of global commercialization, quality, strategy, and marketing .
- Legal training and bar membership; multi‑industry board experience including biotech and health tech; founder of a nonprofit focused on DEI mentoring .
- Board skills matrix highlights broad medical technology exposure and pharmaceutical experience at the Board level .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 20,388 shares; less than 1% of outstanding |
| Options exercisable within 60 days (as of Apr 4, 2025) | 1,246 shares |
| RSUs deliverable within 60 days (as of Apr 4, 2025) | 1,716 shares |
| Outstanding stock awards (RSUs) at Dec 31, 2024 | 2,611 RSUs |
| Outstanding stock options at Dec 31, 2024 | 1,246 options |
| Deferred delivery elections | None disclosed for Ms. Torres; deferral noted for other directors |
| Ownership policy | Minimum 6x annual retainer value; re‑determined every three years; directors required to retain 50% of shares until compliant; all directors required to comply as of Jan 1, 2025 were in compliance |
| Pledging/hedging | Prohibited for directors under insider trading policy |
Insider Trades (Form 4)
| Date Filed | Transaction Summary | Notes / Source |
|---|---|---|
| Jun 2, 2025 | Form 4 filed for stock award grant activity | EDGAR filing index and XML form |
| Sep 24, 2025 | Form 4 filed reporting sales pursuant to a Rule 10b5‑1 plan adopted June 12, 2025 | EDGAR XML Form 4 |
Governance Assessment
- Strengths
- Independent director with cross‑functional healthcare leadership; active member of fully independent CNG Committee overseeing pay, nominations, and sustainability/human capital; attendance and engagement metrics are strong (average 95% across directors; ≥75% threshold met by all) .
- Ownership alignment via elective RSUs in lieu of cash (with 15% premium), annual RSUs and options, and robust anti‑pledging/hedging policy; director ownership guidelines (6x annual retainer) and compliance tracking reinforce skin‑in‑the‑game .
- CNG Committee uses an independent consultant (FW Cook); Board engages shareholders regularly; say‑on‑pay support was 95% in 2024, indicating investor confidence in compensation governance .
- Watch items
- Company maintains classified board and supermajority voting provisions; while reviewed annually and contextualized by long‑term product commercialization, these can limit investor influence in governance changes .
- 10b5‑1 plan sales were disclosed in 2025; continued monitoring of timing and scale is prudent for optics, though pre‑planned trades mitigate concerns .
- RED FLAGS
- None disclosed: no related‑party transactions or pledging; committee independence affirmed; overboarding policy compliance stated .