Leana S. Wen, MD
GLAUKOSAbout Leana S. Wen, MD
Independent Class III director at Glaukos since 2021 (age 42) with term expiring at the 2027 annual meeting. Background includes Adjunct Associate Professor at George Washington University, Washington Post contributing columnist, CNN medical analyst, and Senior Fellow at Brookings; prior roles include President of Planned Parenthood (2018–2019) and Health Commissioner, City of Baltimore (2015–2018). Education: B.S. California State University–Los Angeles; M.D. Washington University School of Medicine; M.Sc. University of Oxford (Rhodes Scholar). Board-certified emergency physician and designated Audit Committee member at GKOS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Planned Parenthood | President | 2018–2019 | Public health leadership |
| City of Baltimore | Health Commissioner | 2015–2018 | Oversight of public health operations |
| George Washington University (Dept. of Emergency Medicine) | Director, Patient-Centered Care Research | 2013–2015 | Patient care research initiatives |
| Emergency Medicine | Board-certified Emergency Physician | Various | Clinical practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UroGen Pharma (URGN) | Director (public company) | 2022–present | Board service |
| George Washington University | Adjunct Associate Professor | 2019–present | Teaching/research |
| The Washington Post | Contributing Columnist | 2020–present | Health policy commentary |
| CNN | Medical Analyst & Health Contributor | 2020–present | Public health communications |
| Brookings Institution | Senior Fellow | 2020–present | Policy research |
| Bipartisan Policy Center | Board/Private leadership | 2020–present | Governance oversight |
| Baltimore Community Foundation | Board/Private leadership | 2019–present | Community engagement |
| Behavioral Health Group | Chair, Advisory Board | 2020–present | Behavioral health oversight |
Board Governance
- Independence: Board determined Dr. Wen is independent under NYSE rules; no family relationships disclosed; Board majority independent .
- Committees: Audit Committee member (not chair). 2024 Audit Committee meetings: 8; Board meetings: 5; CNG Committee meetings: 4 .
- Attendance: Each director attended at least 75% of aggregate Board/Committee meetings in 2024; directors averaged 95% attendance; all directors attended the 2024 annual meeting .
- Lead Independent Director: Mark J. Foley; regular executive sessions of independent directors .
- Risk oversight: Audit Committee monitors enterprise risk, including cybersecurity, manufacturing, compliance, and sustainability disclosures .
- Overboarding: Policy limits to four total public company boards (two if an active public-company executive); Board states all directors are in compliance .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging Glaukos securities .
- Section 16 compliance: Company reported timely filings in 2024 with exceptions only for Burns, Gilliam, Navratil; no exceptions cited for Wen .
Fixed Compensation
- Director retainer structure (current program updated March 2025): $50,000 annual Board retainer; $10,000 per committee membership; Chair fees: $12,500 (Audit), $12,500 (CNG); Lead Independent Director: $40,000. Cash paid quarterly, pro-rated for partial-year service .
- Elective equity in lieu of cash: Directors may elect RSUs for retainers with 15% premium conversion; elective RSUs vest in one year .
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned in cash | $60,000 | Consistent with $50,000 Board retainer + $10,000 Audit membership |
| Stock awards (RSUs) | $189,961 | Annual director RSU grant; vest 1 year |
| Option awards | $75,009 | Annual director option grant; vest 1 year |
| Total | $324,970 | 2024 non-employee director compensation |
Historical insight: In 2022, Wen elected RSUs in lieu of cash retainers (1,455 RSUs granted Jan 3, 2022) under the elective program .
Performance Compensation
- Annual equity (current program): RSUs with grant-date fair value of $200,000; stock options with grant-date fair value of $160,000; exercise price at closing market price; both vest in one installment at first anniversary (or next annual meeting), with acceleration upon death/disability .
- Specific 2024 grants: On May 30, 2024, Board granted 1,716 RSUs and 1,246 options at $110.70 exercise price to each independent director; vest in full the following year .
- Performance metrics: Director equity awards are time-based; no director-specific performance metrics disclosed (e.g., TSR, revenue) for director compensation .
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Fair Value Basis |
|---|---|---|---|---|---|
| RSUs (annual) | May 30, 2024 | 1,716 | N/A | One-year cliff | Program: $200,000 value |
| Stock Options (annual) | May 30, 2024 | 1,246 | $110.70 | One-year cliff | Program: $160,000 value |
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| UroGen Pharma (URGN) | Public company board | No related-party transactions with GKOS disclosed; directors subject to anti-hedging/pledging; overboarding compliant |
Expertise & Qualifications
- Board skill matrix indicates unique Public Health Policy expertise among directors; Wen brings clinical, public health, and policy experience to medical technology oversight .
- Broader skills on Board include accounting/auditing, capital management, regulatory & risk management; Audit Committee composition leverages these domains .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 19,493 shares (<1%) | SEC beneficial ownership as of April 4, 2025 |
| Options (exercisable ≤60 days) | 1,246 | Included in beneficial ownership computation |
| RSUs vesting ≤60 days | 1,716 | Included in beneficial ownership computation |
| Outstanding stock awards (RSUs) | 18,247 | Includes deferred RSUs |
| Deferred vested RSUs | 16,531 | Deferral election under director program |
| Options outstanding | 1,246 | See annual grants and vesting |
| Ownership guidelines | 6x annual retainer; compliance confirmed for all required directors as of Jan 1, 2025 | Options and unvested PRSUs excluded from guideline calculation |
| Hedging/Pledging | Prohibited for directors | Policy enforced |
Governance Assessment
- Strengths: Independent director with Audit Committee service; robust risk and compliance oversight through Audit; strong attendance culture (avg. 95%) and executive sessions; stock ownership policy with confirmed compliance; anti-hedging/pledging safeguards; clear related-party transaction policy with Audit pre-approval and no Wen-specific related-party transactions disclosed .
- Alignment: Wen’s compensation mix tilts toward equity with time-based RSUs and options; cash reflects Board and Audit membership retainers; elective RSU program historically used (2022), and deferred RSUs indicate long-term alignment .
- Watch items: Multiple external roles (academia, media, URGN board) require continued monitoring for time commitments, though Board overboarding policy indicates compliance and independence reaffirmed annually . The 2025 addition of options to director pay mirrors peer practice; investors should monitor for any shifts in director risk incentives versus oversight rigor .
No director-specific performance hurdles are tied to Wen’s director equity; awards are time-based. No Section 16 delinquencies or related-party transactions were disclosed for Wen in 2024; Burns family employment was the only related-person item noted .