Mark J. Foley
GLAUKOSAbout Mark J. Foley
Mark J. Foley, age 59, has served as an independent director of Glaukos since 2014 and as Lead Independent Director since 2021. He chairs the Compensation, Nominating & Governance (CNG) Committee and brings over 25 years of medical device operating, investment, and CEO experience, including CEO roles at ZELTIQ Aesthetics and Revance Therapeutics; he holds a B.A. from the University of Notre Dame . As Lead Independent Director, he serves as liaison between the Chair and independent directors, approves Board materials and agendas, and engages directly with major stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revance Therapeutics, Inc. | Chief Executive Officer | 2019–2025 | Commercial-stage biotech CEO experience |
| ZELTIQ Aesthetics, Inc. | Chairman, President & CEO; Executive Chairman | 2012–2017; 2009–2017 | Led aesthetics growth and M&A outcomes |
| RWI Ventures, Inc. | Managing Director | 2004–2018 | Investment leadership in medtech |
| Various (U.S. Surgical; Guidant; Devices for Vascular Intervention; Perclose; Ventrica) | Executive positions | N/A | Medtech operating depth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Revance Therapeutics, Inc. (Nasdaq: RVNC) | Director (Former) | 2017–2025 | Former public company director |
| SI-BONE, Inc. (Nasdaq: SIBN) | Director (Former) | 2019–2021 | Former public company director |
| ZELTIQ Aesthetics, Inc. (Nasdaq: ZLTQ) | Director (Former) | 2009–2017 | Former public company director |
Board Governance
- Independence and roles: Foley is independent, Lead Independent Director since Dec 2021, and Chair of the CNG Committee; the Board affirms CNG members meet SEC/NYSE independence standards .
- Attendance and engagement: Directors averaged 95% attendance in 2024; the Lead Independent Director attended 89% and participates in semiannual stockholder engagement, often joining calls with top holders .
- Committee work and meetings:
- CNG Committee (Chair: Foley) met 4 times in 2024; responsibilities include CEO pay-setting, exec comp oversight, director pay, stock ownership and clawback policy oversight, board self-evaluations, and sustainability/human capital oversight .
- The Audit Committee monitors related-party transactions and enterprise risk; Foley is not a member .
| Committee | Role | Meetings (2024) | Independence Determination |
|---|---|---|---|
| Compensation, Nominating & Governance | Chair (Foley) | 4 | All members independent per SEC/NYSE |
| Audit | Not a member | 8 | Independent committee; financial experts designated |
Governance protections and practices include independent committees, executive sessions, stockholder engagement, and overboarding limits (three public boards, or one additional board if serving as an executive, absent Board approval) .
Fixed Compensation
| Item | FY 2024 Amount | Notes |
|---|---|---|
| Fees earned in cash | $112,500 | Board retainer $50,000 + LID $40,000 + CNG member $10,000 + CNG Chair $12,500 |
| Stock awards (grant date FV) | $189,961 | Annual RSU program; elective RSUs available for retainers (15% premium) |
| Option awards (grant date FV) | $75,009 | Annual director options program |
| Total | $377,470 | FY 2024 director compensation |
Director compensation program structure (updated March 2025):
- Cash: $50,000 annual board retainer; $10,000 per committee membership; $40,000 LID; $12,500 Audit Chair; $12,500 CNG Chair .
- Equity: Annual grants to non-employee directors of RSUs with $200,000 grant-date FV and stock options with $160,000 grant-date FV (exercise price at close on grant date); both vest in one installment on first anniversary or next annual meeting, with acceleration on death or disability .
Performance Compensation
| Metric/Term | Detail |
|---|---|
| Annual RSU grant | $200,000 grant-date fair value; vests in one installment at first anniversary/next annual meeting |
| Annual option grant | $160,000 grant-date fair value; exercise price = closing price on grant date; vests on same schedule |
| 2024 grant specifics | 1,716 RSUs and 1,246 options granted May 30, 2024 to each independent director; option exercise price $110.70 |
| Performance conditions | Not disclosed; director equity awards are time-based vesting per program description |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation committee interlocks | None for Foley or other CNG members in 2024; all were independent and had no related person transactions requiring disclosure |
| Related party transactions | Audit Committee oversees per policy; no Foley-specific related person transactions disclosed |
Expertise & Qualifications
- Over 25 years in medical technology as operator, investor, and CEO; public board experience across multiple medtech companies .
- Education: Bachelor of Arts, University of Notre Dame .
- Lead role in governance: LID responsibilities include approving Board materials/agendas, coordinating independent director sessions, and direct stockholder access .
Equity Ownership
| Measure | Amount/Detail | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 70,495 | April 4, 2025 | <1% of common stock outstanding |
| Ownership % of class | <1% | April 4, 2025 | Based on 57,086,023 shares outstanding |
| Options exercisable within 60 days | 16,246 | April 4, 2025 | Included in beneficial ownership |
| RSUs vesting within 60 days | 1,716 | April 4, 2025 | Included in beneficial ownership |
| Outstanding RSUs | 1,716 | Dec 31, 2024 | Outstanding stock awards |
| Outstanding options | 56,246 | Dec 31, 2024 | Unexercised options |
Ownership alignment policies:
- Director Stock Ownership Policy: Non-employee directors must own shares equal to ≥6x annual board retainer; compliance required by Jan 1, 2024 or within five years; as of Jan 1, 2025, all directors required to comply were in compliance .
- Anti-pledging/hedging: Directors prohibited from pledging or hedging Glaukos securities .
Insider Trades
| Date | Type | Shares | Price | Notes | Source |
|---|---|---|---|---|---|
| Feb 26, 2025 | Sale | 20,687 | 120.72 | Common stock sale (~$2.50M) | |
| Feb 26, 2025 | Option exercise | 25,000 | 32.00 | Option exercise/acquisition | |
| Feb 26, 2025 | Option exercise | 15,000 | 24.69 | Option exercise/acquisition | |
| May 28, 2025 | Equity election/RSU grant (Buy) | 2,108 | N/A | Likely elective RSUs in lieu of cash retainers | |
| Jan 1, 2025 | Equity election/RSU grant (Buy) | 864 | N/A | Elective RSUs in lieu of cash retainers | |
| May 29, 2024 | Annual director RSU grant (Buy) | 1,716 | N/A | Annual director RSU grant | |
| Feb 22, 2024 | Sale | 4,560 | 92.87 | Common stock sale |
Note: The company’s director equity program granted 1,716 RSUs and 1,246 options on May 30, 2024 to each independent director at an option exercise price of $110.70; these vest in full on the first anniversary/next annual meeting .
Governance Assessment
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Strengths
- Independent Lead Director with defined authority and active investor engagement; chairs the fully independent CNG Committee with robust remit across executive pay, director compensation, and governance/sustainability oversight .
- Strong alignment policies: stringent director ownership guidelines (6× retainer), anti-hedging/anti-pledging prohibitions, and transparent director compensation program combining cash, RSUs, and options with standardized vesting .
- No compensation committee interlocks or related person transactions requiring disclosure for CNG members in 2024; Audit Committee oversees related-party policies .
- High say-on-pay support (95%) and proactive stockholder outreach, with Foley joining several top-holder discussions, supporting investor confidence in governance and compensation oversight .
-
Watch items
- Lead Independent Director attendance was 89% in 2024, below the board average of 95%; continued monitoring for improvement is warranted given the LID role .
- February 2025 net selling activity (20,687 shares sold) following sizable option exercises may signal routine portfolio management, but merits tracking for pattern persistence around key product/regulatory milestones .
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Overall
- Foley’s deep medtech operating/CEO background and governance leadership as LID/CNG Chair, combined with strong alignment policies and independence, support board effectiveness. Attendance variance and insider sales are not red flags in isolation but should be observed alongside ongoing engagement quality and compensation oversight outcomes .