Gilbert H. Kliman, MD
GLAUKOSAbout Gilbert H. Kliman, MD
Independent director of Glaukos Corporation since 2007; age 66. Managing Partner at InterWest Partners (Managing Partner since 2016; Partner 1996–2015). Board‑certified ophthalmologist with retina research fellowship at Massachusetts Eye and Ear and residency at Wills Eye Hospital; education includes BA (Harvard), MD (University of Pennsylvania), MBA (Stanford). Current GKOS term expires at the 2025 annual meeting; nominated for re‑election as a Class I director to serve through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterWest Partners | Managing Partner | 2016–present | Venture investing leadership in healthcare; relevant capital markets expertise |
| InterWest Partners | Partner | 1996–2015 | Early-stage/ growth investing |
| Norwest Venture Partners | Investment Manager | 1995–1996 | Healthcare investing |
| TA Associates | Associate | 1989–1992 | Growth equity training |
| Massachusetts Eye and Ear; Wills Eye Hospital | Retina research fellowship; residency | Not specified | Clinical and research credentials in ophthalmology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STAAR Surgical Company (Nasdaq: STAA) | Director (Former) | 2021–2023 | Ophthalmic devices; ended service in 2023 |
| Doximity, Inc. (NYSE: DOCS) | Director (Former) | 2011–2022 | Health tech |
| Avedro, Inc. (Nasdaq: AVDR) | Director (Former) | 2015–2019 | Corneal cross‑linking; acquired by Glaukos |
| Epocrates, Inc. (Nasdaq: EPOC) | Director (Former) | 1999–2011 | Physician reference software |
| IntraLase Corp. (Nasdaq: ILSE) | Director (Former) | 2000–2007 | Ophthalmic lasers |
Current public company directorships: none (GKOS Board matrix lists “Other Current Public Company Boards” and Kliman shows none; biography lists only former boards) .
Board Governance
- Committee assignments: Compensation, Nominating & Governance (CNG) Committee member; CNG held 4 meetings in 2024 .
- Independence: Determined “independent” under NYSE rules; no family relationships among officers/directors .
- Attendance: The Board met 5 times in 2024; committees met (Audit 8; CNG 4). Each director attended at least 75% of the meetings of the Board and committees on which they served; directors averaged 95% attendance in 2024 .
- Leadership: Not a committee chair; Lead Independent Director is Mark J. Foley (since Dec 2021) .
- Executive sessions: Independent directors meet in regularly scheduled sessions without management .
Fixed Compensation
| Component | Kliman Detail | Terms |
|---|---|---|
| Annual cash retainer | Elected RSUs in lieu of cash | Standard cash retainer $50,000; committee membership $10,000 per committee; chair fees: $12,500 (Audit), $12,500 (CNG); LID fee $40,000 |
| 2024 elective RSUs (retainer in equity) | 895 RSUs granted Jan 2, 2024 | Equity election includes 15% premium to convert retainers into RSUs; vests at 1 year |
| 2024 annual director RSUs | 1,716 RSUs (May 30, 2024 grant) | Annual RSUs grant date fair value $200,000; vests on first anniversary (or next annual meeting if earlier) |
| 2024 annual director options | 1,246 options at $110.70 strike (May 30, 2024) | Annual options grant date fair value $160,000; vests on first anniversary; strike equals closing price at grant date |
| 2024 Director Compensation (summary) | Fees earned: $0; Stock awards: $258,948; Option awards: $75,009; Total: $333,957 | Kliman elected equity retainers; stock award values per ASC 718; no meeting fees |
Performance Compensation
- Director equity is time‑based (annual RSUs and stock options); Glaukos does not disclose performance‑conditioned metrics for non‑employee director awards. Annual director grants vest on time‑based schedule; elective RSUs (retainer conversion) vest after one year .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None |
| Prior public boards | STAA (2021–2023); DOCS (2011–2022); AVDR (2015–2019); EPOC (1999–2011); ILSE (2000–2007) |
| Interlocks | No compensation committee interlocks or insider participation disclosed involving Kliman; CNG members in 2024 were independent (Foley, Kliman, Stapley, Torres) |
| Related‑party transactions | None involving Kliman; Company disclosed CEO’s son and daughter employment and compensation; no other >$120k related‑party transactions in 2024 beyond compensation arrangements |
Note: Kliman previously served on Avedro’s board prior to its 2019 acquisition by Glaukos (historical affiliation; no ongoing related‑party transaction disclosed) .
Expertise & Qualifications
- Board‑certified ophthalmologist; retina research fellowship and residency training bring clinical domain expertise directly relevant to GKOS’s ophthalmic focus .
- Deep venture capital and board experience across healthcare and medtech; Managing Partner at InterWest Partners .
- GKOS’s Board skill matrix highlights medical technology and ophthalmology expertise among directors; Kliman’s biography underscores ophthalmology specialization .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 63,582 (includes 31,246 options exercisable or within 60 days, and 1,716 RSUs deliverable within 60 days) |
| Ownership as % of outstanding | Less than 1% of common stock |
| Options (currently exercisable or within 60 days) | 31,246 |
| RSUs deliverable within 60 days | 1,716 |
| RSUs deferred (vested but delivery deferred per election) | 4,364 |
| Stock ownership guidelines (directors) | Required ≥6× annual retainer; all directors required to be in compliance as of Jan 1, 2025 |
| Pledging/hedging policy | Directors prohibited from pledging or hedging GKOS securities |
Governance Assessment
- Alignment and independence: Independent director with ophthalmology and capital markets expertise; meaningful equity alignment via annual RSUs/options and elective RSU conversion for cash retainer; compliance with director ownership guidelines; anti‑pledging/hedging policies in place .
- Committee effectiveness: Active CNG member (4 meetings in 2024); CNG oversees executive compensation, director pay, sustainability, succession, governance; Kliman signed the Compensation Committee Report, evidencing engagement .
- Attendance and engagement: Board/committee attendance robust (each director ≥75%; average 95%); independent director executive sessions held regularly—supports board effectiveness and oversight .
- Conflicts/RED FLAGS: No Kliman‑specific related‑party transactions disclosed; no interlocks; overboarding policy in place and directors compliant; directors barred from pledging/hedging—no hedging/pledging red flags .
- Compensation structure signals: Director pay mix weighted to equity (time‑based RSUs and options), elective RSU conversion with 15% premium fosters cash conservation and ownership—shareholder‑friendly; no option repricings or tax gross‑ups disclosed .
Overall, disclosures suggest strong alignment, independence, and active committee participation by Dr. Kliman, with no apparent conflicts or attendance/pay anomalies affecting investor confidence .