Thomas Burns
About Thomas W. Burns
Thomas W. Burns, age 64, has served as an independent director of Pulmonx since September 2020 . He is Chairman of the Board and Chief Executive Officer of Glaukos Corporation (Chairman & CEO since December 2021; CEO since March 2002; President from March 2002 to March 2022) and holds a B.A. from Yale University . The Board identifies his extensive leadership and management experience in the medical technology industry and prior board service as key credentials supporting his role at Pulmonx .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulmonx Corporation | Independent Director | Sep 2020–present | Member, Compensation Committee (not Chair) |
| Glaukos Corporation | CEO; President; Chairman & CEO | CEO since Mar 2002; President Mar 2002–Mar 2022; Chairman & CEO since Dec 2021 | Led long-term growth and public-company operations |
| DOSE Medical Corporation | Chairman & Director | Oct 2009–Jun 2015 | Oversight of strategy and governance |
| DOSE Medical Corporation | CEO & President | Mar 2010–Jun 2015 | Operational leadership |
| Avedro, Inc. | Director | Jul 2018–Aug 2019 | Board oversight pre-acquisition by Glaukos |
External Roles
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| Glaukos Corporation | Chairman & CEO | Yes | Chairman & CEO since Dec 2021; CEO since Mar 2002 |
Board Governance
- Independence: The Board affirmatively determined Mr. Burns is independent under Nasdaq listing standards .
- Committee assignments: Compensation Committee member (not Chair) .
- Board leadership: Independent Chair (Dana G. Mead, Jr.); separation of Chair and CEO roles at Pulmonx .
- Attendance and engagement: The Board met six times in FY2024; each director attended at least 75% of Board and committee meetings during their service period. All then-serving directors attended the 2024 Annual Meeting. Independent directors held executive sessions at all four scheduled quarterly Board meetings in FY2024 .
- Committee activity: FY2024 meetings—Audit (8), Compensation (6), Nominating & Corporate Governance (5) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Standard non-employee director cash retainer |
| Compensation Committee member fee (cash) | $7,500 | Committee member retainer |
| Total cash fees earned (2024) | $52,500 | As reported for Mr. Burns |
| Director equity grant (RSUs) | $104,990 (grant-date fair value) | 15,216 RSUs granted effective Jun 3, 2024; vest on earlier of one year or next annual meeting |
| Total 2024 director compensation | $157,490 | Cash + RSU grant value |
Policy schedule (cash retainers): Board member $45,000; Non-Executive Board Chair $40,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual Director Equity | RSUs and/or stock options at Board’s discretion; Annual equity value target $125,000 | None disclosed for directors; time-based grants only | RSUs vest at earlier of one year or next annual meeting; options vest monthly over ~12 months for annual grants; 10-year option term; exercise price at 100% FMV on grant date |
Note: Performance stock units (PSUs) were added to executive equity compensation in 2025 with a two-year cumulative revenue metric; this change does not apply to non-employee directors .
Other Directorships & Interlocks
| External Board/Executive Role | Potential Interlock/Conflict Consideration |
|---|---|
| Chairman & CEO, Glaukos Corporation (ophthalmology) | Different therapeutic area from Pulmonx (interventional pulmonology); Board found Burns independent and no disqualifying relationships . No related-person transactions disclosed involving Burns . |
Expertise & Qualifications
- Extensive leadership and management experience in medical technology; experience on private and public company boards .
- Board views these credentials as contributing to effective oversight and governance at Pulmonx .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares held directly | 21,030 | As of Mar 15, 2025 |
| Options exercisable | 25,000 | Immediately exercisable options held by Burns |
| Total beneficial ownership | 46,030 | “Less than one percent” of shares outstanding |
| Unvested RSUs outstanding (12/31/2024) | 15,216 | Granted Jun 3, 2024; vest on earlier of one year or next annual meeting |
| Shares pledged or hedged | None disclosed; company policy prohibits hedging, short selling, and pledging by directors |
Stock ownership guidelines: Non-employee directors must reach ownership of 3x annual Board cash retainer within five years of becoming subject to the policy; compliance status for Burns not disclosed .
Governance Assessment
- Independence and committee role: Burns is an independent director and serves on the Compensation Committee, supporting board oversight of pay practices .
- Engagement: Attendance met Board thresholds; independent executive sessions held quarterly, indicating active oversight .
- Alignment and incentives: Director compensation balances cash retainers with time-based equity; RSU vesting aligned with annual meeting cadence; no performance-based equity for directors, reducing pay complexity and potential metric gaming .
- Policies: Strict insider trading policy bans hedging and pledging; stock ownership guidelines strengthen alignment, though individual compliance status is not disclosed .
- Shareholder signals: Say‑on‑pay (executives) in 2024 passed with ~53% support, reflecting ongoing investor scrutiny of compensation; the Compensation Committee added PSUs to the 2025 executive program in response to feedback. While this is executive-focused, Compensation Committee members (including Burns) will oversee these changes, which may influence perceptions of board effectiveness .
RED FLAGS and watch items:
- External CEO time commitments: Burns is Chairman & CEO of Glaukos while serving on Pulmonx’s Board, which some investors monitor for potential overboarding; the Board nevertheless determined independence and disclosed no conflicts or related-person transactions involving Burns .
- Say‑on‑pay sensitivity: Low but passing support in 2024 indicates investor focus on pay decisions overseen by the Compensation Committee; continued transparent disclosure and performance alignment will be important .