Thomas W. Burns
GLAUKOSAbout Thomas W. Burns
Thomas W. Burns, 64, is Chairman and Chief Executive Officer of Glaukos (director since 2002; Chairman since December 2021). He previously held senior roles at Bausch & Lomb (VP, Global Strategy & GM, Refractive Surgery) and Chiron Vision and holds a B.A. from Yale University . In 2024, Glaukos net sales grew 22% to $383.5 million versus 2023, ending the year with $324 million in cash and no debt, underlining progress on iDose TR commercialization and pipeline execution . Shareholders approved say‑on‑pay with 95% support in 2024, reflecting acceptance of the pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bausch & Lomb | VP, Global Strategy & GM, Refractive Surgery | 1998–2000 | Led refractive surgery strategy and operations . |
| Chiron Vision Corporation | SVP & GM | 1990–1997 | General management leadership in ophthalmic devices . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pulmonx Corporation (Nasdaq: LUNG) | Director | 2020–Present | Current public company directorship . |
| Avedro, Inc. | Director | 2018–2019 | Former directorship prior to Glaukos acquisition . |
| Versant Ventures Management, LLC | Entrepreneur in Residence | N/A | Prior EIR experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 730,000 | 765,000 | 800,000 |
| Target Bonus (% of Salary) | — | — | 100% |
| Actual Bonus Payout (% of Target) | 104.4% equivalent via non‑equity incentive in 2022 ($761,901) | — | 152.9% |
Notes:
- 2024 CEO bonus determined entirely by corporate objectives; target bonus = $800,000; payout delivered in RSUs per Burns’ election (see Performance Compensation) .
Performance Compensation
2024 Annual Bonus Scorecard (CEO)
| Metric | Weight (CEO) | Target | Actual | Component Payout | Notes |
|---|---|---|---|---|---|
| Net Sales | 50% | $364.2M | $383.5M | 205.9% | Interpolated 0–300% schedule . |
| Adjusted Non‑GAAP OpEx | 20% | ≤$401.4M | $395.1M | 100% | Budget discipline . |
| NXL System Prototype | 10% | Complete by YE | Achieved | 100% | Strategic product milestone . |
| iDose TREX Phase 2b/3 | 10% | Commence by YE | Achieved | 100% | Enrollment began Dec’24 . |
| ESG Goals | 10% | ≥12 goals | Achieved (≥16 of 19 due 2024) | 100% | Formal ESG linkage . |
| Total Bonus Payout | — | — | — | 152.9% | Formulaic; CEO only corporate goals . |
Bonus delivery (equity election):
- Burns elected 100% RSUs: Target $920,000 (15% premium), 9,882 RSUs granted 4/1/2024; 152.9% payout resulted in 15,113 RSUs vesting on 4/1/2025, valued at $1,467,321 on vest date .
2024 Long‑Term Incentive Grants (Awarded 3/14/2024)
| Instrument | Shares/Options | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|
| Time‑Based RSUs | 21,275 | 1,824,969 | Vests 25% annually over 4 years . |
| Time‑Based Options | 37,359 | 1,824,987 | Exercise price $85.78; 25% after 1 year, remainder monthly over 36 months . |
| Performance RSUs (PRSUs) | 42,551 (target) | 3,650,025 | Earned 0–250% on 2024–2026 iDose TR revenue; no more than one‑third of target can vest per year; above‑target only after end of 3‑year period . |
| 2024 Bonus RSUs (election) | 9,882 (target) | 920,014 | Earns/vests at same % as bonus; 15% premium for equity election . |
Additional context:
- In 2024, 50% of CEO’s LTI was performance‑based (PRSUs) to tie pay to iDose TR commercialization outcomes; 91% of CEO target comp “at risk” (bonus + equity) .
- 2025 performance equity for senior leadership, including the CEO, is tied to Epioxa regulatory and sales targets over five years, with no vesting in first three years (retention-focused) .
2024 Exercises/Vesting Realized
| Type | Quantity | Value Realized ($) |
|---|---|---|
| Options Exercised (2024) | 155,115 | 11,168,906 |
| Stock Vested (2024) | 50,196 | 5,241,447 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,610,215 shares (4.5% of class) as of 4/4/2025 . |
| Within 60 Days: Options Exercisable | 1,101,643 shares . |
| Within 60 Days: RSUs to Deliver | 9,793 shares . |
| Indirect/Trust Holdings | Burns Annuity Trust 238,107; Burns Charitable Remainder Trust 120,000; Burns Family Trust 893,932; Thomas W. Burns Irrevocable Trust 100,000; Janet M. Burns Irrevocable Trust 100,000 . |
| CEO Stock Ownership Guideline | 6× base salary; all NEOs in compliance as of 1/1/2025 . |
| Pledging/Hedging | Prohibited for directors, officers, employees (no pledging, no hedging, no margin) . |
| Clawback | Executive compensation recovery policy adopted in 2023 (SEC/NYSE compliant) . |
| Deferred Compensation | 2024 executive contributions: $633,000; 2024 aggregate earnings: $946,205; 12/31/2024 balance: $7,937,239 . |
Employment Terms
| Scenario (assumed as of 12/31/2024) | Salary Severance ($) | Bonus Severance ($) | Equity Acceleration Value ($) | Healthcare Continuation ($) | Total ($) |
|---|---|---|---|---|---|
| Death or Disability | — | — | Options 21,125,312; RSUs 15,623,448 | — | 36,748,760 |
| Involuntary Termination (No CoC) | 1,200,000 | — | Options 21,125,312; RSUs 15,623,448 | 37,169 | 37,985,929 |
| Involuntary Termination in Connection with CoC (Double‑Trigger) | 1,600,000 | 1,600,000 | Options 21,125,312; RSUs 15,623,448 | 49,558 | 39,998,318 |
Key contractual terms:
- Without CoC: Lump‑sum severance equal to 18 months of base salary for CEO; continued medical/dental benefits up to 18 months; CEO vests in all outstanding equity at termination; subject to release .
- With CoC (2 months pre‑signing through 12 months post): Lump‑sum equal to 24 months base salary plus 2× target bonus; continued medical/dental up to 24 months; full vesting of all equity (PRSUs pro‑rated based on actual performance); “better after‑tax” 280G cutback applies; double‑trigger required .
- Definitions of “cause,” “good reason,” and “change in control” specified in the agreement .
Board Governance
| Attribute | Detail |
|---|---|
| Role | Chairman of the Board and CEO (combined role since Dec 2021) . |
| Independence | Not independent due to CEO role . |
| Lead Independent Director | Mark J. Foley; liaison, agenda approval, executive sessions, shareholder outreach . |
| Board Composition | 7 of 8 directors independent; robust committee oversight (Audit; Compensation, Nominating & Governance) . |
| Attendance | Directors averaged 95% in 2024; Chairman attended 100% of Board/Committee meetings . |
Dual-role implications:
- Board mitigates combined Chair/CEO structure via an empowered Lead Independent Director and fully independent committees; regular executive sessions and shareholder engagement are in place .
Compensation Committee & Peer Group
- Independent consultant FW Cook advises the CNG Committee; no conflicts identified .
- Best-practice features include double‑trigger CoC, clawback, ownership guidelines, capped bonuses, no pledging/hedging, no option repricing, no excise tax gross‑ups .
- 2024 peer group: 17 life sciences/medtech/pharma peers; 2025 peer group expanded to 21 reflecting growth and pharma mix .
Director Compensation (for Burns as Director)
- Employee directors receive no additional director pay; director compensation is for non‑employee directors only .
Performance & Track Record Highlights
| Area | 2024 Outcomes |
|---|---|
| Revenue Growth | Net sales +22% YoY to $383.5M . |
| iDose TR | U.S. commercial rollout and Phase 4 studies advanced . |
| Pipeline | Epioxa NDA submitted; iDose TREX Phase 2b/3 initiated; Retina XR FIH progressed; multiple corneal/glaucoma studies advanced . |
| Capital Structure | Retired $287.5M converts due 2027; unwound 50% of capped calls; ended 2024 with $324M cash, no debt . |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support: 95% at 2024 annual meeting .
- Shareholder input drove increased use of multi‑year performance equity and commercialization‑linked PRSUs (iDose TR, Epioxa); 2025 performance equity features 3‑year “no‑vest” period for retention .
Investment Implications
- Pay-for-performance alignment is strong: 91% of CEO target pay “at risk,” with PRSUs tied to commercial execution of iDose TR (2024–2026) and Epioxa over five years; this directly links compensation to revenue milestones that are key to valuation .
- Retention risk appears contained: sizable unvested PRSUs with long-dated vesting, double‑trigger CoC protection, and high personal ownership (4.5% of shares; >1.1M options currently exercisable or within 60 days) support alignment and continuity; anti‑pledging reduces forced-sale risk .
- Potential selling pressure windows stem from RSU vestings/option exercises (notably significant 2024 realizations), but ownership guidelines and equity-heavy design continue to align incentives with TSR via commercialization success .
- Governance trade-off: combined Chair/CEO role offset by a robust Lead Independent Director model and independent committees; say‑on‑pay and outreach suggest shareholder comfort with current structure as pipeline milestones are prioritized .
No evidence of excise tax gross-ups, option repricing, pledging/hedging, or related‑party transactions tied to Burns’ compensation in the latest proxy; clawback and ownership policies are in force **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:8]** **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:52]** **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:32]** **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:72]**.
Performance equity specifics: 2024 PRSUs (0–250% payout on 2024–2026 iDose TR revenue; staged vesting); 2025 PRSUs (Epioxa regulatory/sales over five years; no vesting first 3 years) **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:50]** **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:18]**.
Severance economics: 18 months salary without CoC (CEO), full equity vest; with CoC, 24 months salary + 2× target bonus, full equity vest (double‑trigger), 280G “better after‑tax” cutback **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:62]** **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:63]** **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:64]**.
Ownership: 2,610,215 shares (4.5%); includes ~1.10M in-the-money/exercisable options within 60 days and multiple family trusts, underscoring significant insider alignment **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:75]** **[1192448_0001558370-25-004839_gkos-20250529xdef14a.htm:76]**.