Marc A. Stapley
GLAUKOSAbout Marc A. Stapley
Marc A. Stapley, age 55, has served as an Independent Director of Glaukos since 2014, with his current term expiring in 2027. He is designated an audit committee financial expert and brings extensive finance, corporate strategy, M&A, and global infrastructure experience from senior roles at Illumina, Pfizer, and Coopers & Lybrand; he holds a B.Sc (Honors) from the University of Reading (England) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veracyte, Inc. | Chief Executive Officer | 2021–present | Public company CEO; relevant for overboarding policy |
| Helix, Inc. | Chief Executive Officer | 2019–2021 | Population genomics leadership |
| Illumina, Inc. | EVP Strategy & Corp Dev; Chief Administrative Officer; SVP & CFO | 2012–2019 | Senior finance and corporate development |
| Pfizer, Inc. | Senior Vice President, Finance | 2009–2012 | Capital management and audit experience |
| Coopers & Lybrand | Auditor | 1991–1995 | Audit foundation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Veracyte, Inc. (Nasdaq:VCYT) | Director | 2021–present | Current public company directorship |
| Helix, Inc. | Director (Private) | 2015–present | Private company board |
Board Governance
- Committees: Audit Committee (member); Compensation, Nominating & Governance (CNG) Committee (member) .
- Audit Committee financial expert: The Board has determined Mr. Stapley is an “audit committee financial expert” under SEC rules .
- Committee activity: 2024 meetings—Audit: 8; CNG: 4 .
- Independence: GKOS reports 7 of 8 directors are independent; committees are fully independent; Stapley is an independent director .
- Attendance and engagement: Directors attended an average of 95% of Board and Committee meetings in 2024; GKOS holds regular executive sessions of independent directors .
- Overboarding guidelines: Limit of three other public boards for non-executives; for executives of public companies, one additional public board without Board approval—Stapley’s single public company directorship appears within guidelines .
Fixed Compensation
| Component | 2024 Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $50,000 (program terms) | |
| Committee member cash retainer | $10,000 per committee (program terms) | |
| Chair fees | Audit Chair $12,500; CNG Chair $12,500 (program terms). Stapley is not chair | |
| Lead Independent Director fee | $40,000 (program terms). Stapley is not LID | |
| Fees earned or paid in cash (individual, 2024) | $— (elected RSUs in lieu of cash) |
Performance Compensation
| Equity Element | Grant Date | Units/Terms | Grant Date Fair Value | Exercise Price | Vesting | Source |
|---|---|---|---|---|---|---|
| Annual RSUs | May 30, 2024 | 1,716 RSUs | Part of $200,000 RSU annual value (program) | N/A | Vest in full at first anniversary or next annual meeting | |
| Annual Stock Options | May 30, 2024 | 1,246 options | Part of $160,000 option annual value (program) | $110.70 | Vest in full at first anniversary or next annual meeting | |
| Elective RSUs (in lieu of cash retainer) | Jan 2, 2024 | 1,044 RSUs; 15% premium conversion | Included in “Stock Awards” | N/A | Vest at first anniversary | |
| 2024 Director equity reported (individual) | 2024 | Stock awards: $270,433; Option awards: $75,009; Total: $345,442 | $270,433; $75,009; $345,442 | $110.70 (option) | As above |
Notes:
- Program design: Non-employee directors receive annual RSUs ($200,000 fair value) plus stock options ($160,000 fair value), with one-year vesting; acceleration on death or total disability .
- Equity election: Directors may elect RSUs instead of cash retainers, with a 15% premium; five directors elected for 2024 including Stapley .
Other Directorships & Interlocks
| Company | Relationship to GKOS | Potential Interlock/Conflict Consideration |
|---|---|---|
| Veracyte, Inc. (VCYT) | Public company where Stapley is CEO and director | GKOS overboarding policy permits one additional public board for executives; no related-party transactions with Veracyte are identified in retrieved sections; monitor future dealings |
Expertise & Qualifications
- Finance and accounting: Former CFO of Illumina; designated audit committee financial expert .
- Corporate strategy and M&A: EVP Strategy & Corporate Development at Illumina; extensive M&A experience .
- Pharma/medtech industry experience: Senior roles at Illumina and Pfizer; broad medical technology exposure .
- Governance: Long-serving independent director; service on GKOS Audit and CNG committees .
Equity Ownership
| Metric | As of/Period | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | April 4, 2025 | 65,322 | Less than 1% of class (*) |
| % of class | April 4, 2025 | * (<1%) | SEC-table designation (*) |
| Outstanding stock awards (RSUs) | Dec 31, 2024 | 6,326 | Includes 3,566 RSUs deferred under director program |
| Outstanding stock options | Dec 31, 2024 | 31,246 | Options outstanding |
| Near-term deliverables | Within 60 days of Apr 4, 2025 | 1,716 RSUs; 31,246 options currently exercisable or within 60 days | Footnote (11) clarifies exercisability/delivery window |
| Ownership policy compliance | Determined Jan 1, 2025 | Directors required to own ≥6× annual retainer; all required directors in compliance | Anti-pledging/anti-hedging policies in place |
Governance Assessment
- Strengths:
- Independence and expertise: Independent director since 2014 with audit financial expert designation; serves on two key committees (Audit and CNG), supporting board oversight of financial reporting and compensation/governance .
- Engagement: GKOS reports strong overall attendance (95%) and active committee schedules (Audit 8; CNG 4 in 2024), plus regular executive sessions of independent directors .
- Alignment: Director compensation leans heavily toward equity (time-based RSUs and options), with option grants added to align with industry practices; elective RSUs in lieu of cash with premium encourage ownership; directors meet stringent ownership guidelines (≥6× retainer) and are subject to anti-hedging/anti-pledging .
- Risks/RED FLAGS to monitor:
- External CEO role: As CEO of Veracyte, Stapley is subject to GKOS overboarding limits for public company executives (one additional board permitted without approval); currently appears within policy, but monitor workload and any future additional boards .
- Related-party transactions: Audit Committee reviews/approves any related-person transactions; no items implicating Stapley appear in retrieved sections; continue monitoring proxy disclosures and 8-K Item 5.07/related-party sections .
- Equity concentration/deferrals: Deferred RSUs and substantial options outstanding create alignment, but monitor for any future changes (repricings or accelerated vesting outside policy) which would be shareholder-unfriendly .
Director Compensation (Individual 2024)
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash ($) | $— |
| Stock awards ($) | $270,433 |
| Option awards ($) | $75,009 |
| Total ($) | $345,442 |
Committee Assignments and Activity
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 8 |
| Compensation, Nominating & Governance (CNG) | Member | 4 |
Director Equity Grant Details (2024 Annual Cycle)
| Grant | Units | Exercise Price | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (May 30, 2024) | 1,716 | N/A | One-year, or next annual meeting | Program RSU fair value $200k |
| Annual option grant (May 30, 2024) | 1,246 | $110.70 | One-year, or next annual meeting | Program option fair value $160k |
| Elective RSUs (Jan 2, 2024) | 1,044 | N/A | One-year | 15% premium conversion; replaces cash retainer |
Beneficial Ownership Snapshot
| Item | Amount |
|---|---|
| Total shares beneficially owned | 65,322 |
| % of class | * (<1%) |
| Outstanding RSUs | 6,326 (incl. 3,566 deferred) |
| Outstanding options | 31,246 |
| Deliverable within 60 days (Apr 4, 2025 ref) | 1,716 RSUs; options currently exercisable/within 60 days |
Other Public Company Directorships
| Company | Role | Since |
|---|---|---|
| Veracyte, Inc. (VCYT) | Director | 2021 |
Overall investor confidence signal: Stapley’s deep finance/accounting background and audit financial expert designation, combined with equity-heavy director pay and compliance with ownership/anti-hedging policies, support board effectiveness and alignment. The primary monitoring area is workload/overboarding given his external CEO role; current status appears within GKOS policy, with no related-party conflicts identified in retrieved disclosures .