DEF 14A of GLAUKOS Corp
Filed Apr 15, 2025 · FY20240001558370-25-004839
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 61 | Compensation Committee Interlocks and Insider Participation | | 62 | CEO Pay Ratio | | 63 | Pay vs. Performance | | 66 | Equity Compensation Plan Information | | 67 | Security Ownership of Certain Beneficial Owners and Management | | 69 | Report of the Audit Committee | | 70 | Proposal 3 — Ratification of Independent Registered Public Accounting Firm | | 72 | Transactions with Related Persons | | 73 | Delinquent Section 16(a) Reports | | 74 | Proposals of Stockholders and Director Nominations for 2026 Annual Meeting | | 75 | Other Matters | | 76 | Annual Report to Stockholders | | 77 | Virtual Annual Meeting | | 78 | Questions and Answers About the Proxy Materials and Annual Meeting | | A-1 | Appendix A |
Director Nominees
Director Nominees Following is the biographical information for each of our director nominees and continuing directors. The information below is provided as of April 15, 2025. We have also included a table reflecting the primary experience, qualifications, attributes and skills of each of our director nominees. The CNG Committee and the Board of Directors considered this information, among other characteristics, in their nomination of these individuals to serve as a member of our Board of Directors.
Nominees for Election as Class I Directors at the Annual Meeting
Nominees for Election as Class I Directors at the Annual Meeting
Nominees for Election as Class I Directors at the Annual Meeting
| Mark J. Foley | Age 59, Independent Director Since 2014, Lead Independent Director Since 2021 | | | | BOARD COMMITTEES Compensation, Nominating and Governance (Chair) | BACKGROUND Chief Executive Officer, Revance Therapeutics, Inc., a commercial-stage biotechnology company (2019 to 2025) Chairman, President and Chief Executive Officer, ZELTIQ Aesthetics, Inc. (2012 to 2017); Executive Chairman (2009 to 2017) Managing Director, RWI Ventures, Inc. (2004 to 2018) Various Executive Positions for United States Surgical Corporation, Guidant Corporation, Devices for Vascular Intervention Inc., Perclose, Inc., and Ventrica, Inc. | OTHER PUBLIC DIRECTORSHIPS Former Revance Therapeutics, Inc. (Nasdaq:RVNC) (2017 to 2025) SI-BONE, Inc. (Nasdaq:SIBN) (2019 to 2021) ZELTIQ Aesthetics, Inc. (Nasdaq:ZLTQ) (2009-2017) EDUCATION Bachelor of Arts, University of Notre Dame | | | QUALIFICATIONS FOR BOARD SERVICE Mr. Foley has over 25 years of medical device operating, investment and chief executive officer experience. Mr. Foley’s previous medical device experience as a senior executive and his service on the boards of several medical device public companies qualifies him to serve on our Board of Directors. | | | | | David F. Hoffmeister | Age 70, Independent Director Since 2014 | | | | BOARD COMMITTEES Audit (Chair) | BACKGROUND Senior Vice President and Chief Financial Officer, Life Technologies Corporation, a global biotechnology company (2008 to 2014) Chief Financial Officer, Invitrogen Corporation (2004 to 2008) Senior Partner, McKinsey & Company (1983 to 2003) Leader, McKinsey & Company, North American Chemical Practice (1998 to 2003) | | OTHER PUBLIC DIRECTORSHIPS Current Celanese Corporation (NYSE:CE) (2006 to current) ICU Medical, Inc. (Nasdaq:ICUI) (2018 to current) StepStone Group, Inc. (Nasdaq:STEP) (2020 to current) OTHER PRIVATE DIRECTORSHIPS Kaiser Permanente (2014 to current) EDUCATION Bachelor of Science, University of Minnesota M.B.A, University of Chicago | | QUALIFICATIONS FOR BOARD SERVICE Mr. Hoffmeister’s strong finance background, experience as a chief financial officer of a global biotechnology company, and public company board experience qualify him to serve on our Board of Directors. In addition, his experience in the healthcare and chemical industries, as well as his private equity, strategy and organization experience, contribute greatly to the knowledge base of our Board. | | | |
Nominees for Election as Class I Directors at the Annual Meeting
| Gilbert H. Kliman, M.D. | Age 66, Independent Director Since 2007 | | | BOARD COMMITTEES Compensation, Nominating and Governance | BACKGROUND Partner, InterWest Partners, a venture capital firm (1996 to 2015); Managing Partner (2016 to current) Investment Manager, Norwest Venture Partners (1995 to 1996) Associate, TA Associates (1989 to 1992) Dr. Kliman is a board-certified ophthalmologist and completed a retina research fellowship at Massachusetts Eye and Ear Infirmary and residency training at Wills Eye Hospital | OTHER PUBLIC DIRECTORSHIPS Former STAAR Surgical Company (Nasdaq:STAA) (2021 to 2023) Doximity, Inc. (NYSE:DOCS) (2011 to 2022) Avedro, Inc. (Nasdaq:AVDR) (acquired by Glaukos Corporation) (2015 to 2019) Epocrates, Inc. (Nasdaq:EPOC) (1999 to 2011) IntraLase Corp. (Nasdaq:ILSE) (2000 to 2007) EDUCATION Bachelor of Arts, Harvard University M.D., University of Pennsylvania M.B.A., Stanford Graduate School of Business | | QUALIFICATIONS FOR BOARD SERVICE Dr. Kliman’s prior experience as a practicing ophthalmologist, as well as his significant experience in financial markets and prior experience on the boards of several U.S. public companies and various private healthcare companies, qualify him to serve on our Board of Directors. | | |
All Other Continuing Directors
All Other Continuing Directors
All Other Continuing Directors
| 2026 | | Nasdaq:TSVT) (2021 to current) Nasdaq:KRTX) (2020 to 2024) Nasdaq:SURF) (2021 to 2023) Nasdaq:BLUE) (2020-2021) | | Denice M. Torres | Age: 65, Independent Director Since 2021 | | | BOARD COMMITTEES Compensation, Nominating and Governance TERM EXPIRES: 2026 | BACKGROUND Chief Executive Officer, The Ignited Company, a consulting firm (2017 to current) Chief Strategy and Transformation Officer, Johnson & Johnson, Global Medical Device Business (2015 to 2017) President, Johnson & Johnson McNeil Consumer Healthcare (2011 to 2015) President, Johnson & Johnson Janssen Pharmaceuticals, Neuroscience (2009 to 2011) Various Executive Positions, Eli Lilly and Company (1990 to 2004) | OTHER PUBLIC DIRECTORSHIPS Current 2seventybio (Nasdaq:TSVT) (2021 to current) Former Karuna Therapeutics, Inc. (Nasdaq:KRTX) (2020 to 2024) Surface Oncology (Nasdaq:SURF) (2021 to 2023) Bluebird bio, Inc. (Nasdaq:BLUE) (2020-2021) OTHER PRIVATE DIRECTORSHIPS National Resilience (venture backed company) (2020 to current) Thirty Madison (2022 to current) Seaport Therapeutics (2024 to current) ByHeart, Inc. (2024 to current) EDUCATION Bachelor of Science, Ball State University J.D., Indiana University M.B.A., University of Michigan M.A., Study of Happiness, Centenary University Ms. Torres is a member of the Michigan Bar Association. Ms. Torres is the founder of The Mentoring Place, a nonprofit organization offering free executive mentoring to help women achieve their career goals. | | QUALIFICATIONS FOR BOARD SERVICE Ms. Torres has extensive experience running large businesses in the pharmaceutical, consumer health and medical device industries, including executive management of global commercialization, quality, strategy and marketing. In addition to her corporate experience, Ms. Torres is currently the CEO of a healthcare industry change management firm focused on leadership, diversity, equity and inclusion and culture. Her combined experiences and perspectives qualify her to serve on our Board of Directors. | | |
All Other Continuing Directors
| 2026 | | | | Aimee S. Weisner | Age 56, Independent Director Since 2014 | | | BOARD COMMITTEES Audit TERM EXPIRES: 2026 | BACKGROUND Corporate Vice President and General Counsel, Edwards Lifesciences Corporation, a medical technology company (2011 to 2019) Legal Advisor to Public Pharmaceutical and Medical Device Companies (2009 to 2010) Various positions, including Executive Vice President, Administration and Secretary, Advanced Medical Optics, Inc. (2002 to 2009) Various positions, including Vice President, Assistant General Counsel and Assistant Secretary, Allergan, Inc. (1998 to 2002) | OTHER PUBLIC DIRECTORSHIPS Current Lensar, Inc. (Nasdaq:LNSR) (2021 to current) STAAR Surgical Company (Nasdaq:STAA) (2022 to current) Former Oyster Point Pharma, Inc. (Nasdaq:OYST) (2019 to 2023) EDUCATION Bachelor of Arts, California State University, Fullerton J.D., Loyola Law School, Los Angeles | | QUALIFICATIONS FOR BOARD SERVICE Ms. Weisner’s extensive in-house legal and compliance experience with different medical device companies, including an in-depth understanding of regulatory and reimbursement issues, intellectual property, corporate governance, risk management, corporate transactions, human resources, and internal audit, qualify her to serve on our Board of Directors. | | |
All Other Continuing Directors
| 2027 | | | | Thomas W. Burns | Age 64, Director Since 2002 | | | BOARD COMMITTEES N/A TERM EXPIRES: 2027 | BACKGROUND Chief Executive Officer and Board Member, Glaukos Corporation (2002 to current); Chairman of the Board (2021 to current) Vice President, Global Strategy and General Manager, Refractive Surgery, Bausch & Lomb (1998 to 2000) Senior Vice President and General Manager, Chiron Vision Corporation (1990 to 1997) | OTHER PUBLIC DIRECTORSHIPS Current Pulmonx Corporation (Nasdaq:LUNG) (2020 to current) Former Avedro, Inc. (acquired by Glaukos Corporation) (2018 to 2019) EDUCATION Bachelor of Arts, Yale University Served as an entrepreneur in residence at Versant Ventures Management, LLC | | QUALIFICATIONS FOR BOARD SERVICE Mr. Burns has a proven record of building successful medical device and pharmaceutical businesses, creating successful new markets in ophthalmology and commercializing new products. Mr. Burns possesses an extensive understanding of our business, operations and strategy, as well as significant industry experience and corporate management skills and experience, which qualifies him to serve as Chairman of our Board of Directors. | | |
All Other Continuing Directors
| 2027 | | | | Marc A. Stapley | Age 55, Independent Director Since 2014 | | | BOARD COMMITTEES Audit Compensation, Nominating and Governance TERM EXPIRES: 2027 | BACKGROUND Chief Executive Officer, Veracyte, Inc., a global diagnostic company (2021 to current) Chief Executive Officer, Helix, Inc., a population genomics company (2019 to 2021) Executive Vice President, Strategy and Corporate Development, Illumina, Inc. (2017 to 2019); Chief Administrative Officer (2015 to 2017); Senior Vice President and Chief Financial Officer (2012 to 2017) Senior Vice President, Finance, Pfizer, Inc. (2009 to 2012) Auditor, Coopers & Lybrand (1991 to 1995) | OTHER PUBLIC DIRECTORSHIPS Current Veracyte, Inc. (Nasdaq:VCYT) (2021 to current) OTHER PRIVATE DIRECTORSHIPS Helix, Inc. (2015 to current) EDUCATION B.Sc (Honors), The University of Reading (England) | | QUALIFICATIONS FOR BOARD SERVICE Mr. Stapley has gained extensive experience in the areas of corporate strategy, corporate and business development, mergers and acquisitions, and global infrastructure. This experience, together with his extensive experience in senior finance positions with public companies, qualifies Mr. Stapley to serve on our Board of Directors. | | |
All Other Continuing Directors
| 2027 | | | | Leana S. Wen, MD | Age 42, Independent Director Since 2021 | | | BOARD COMMITTEES Audit TERM EXPIRES: 2027 | BACKGROUND Adjunct Associate Professor, George Washington University (2019 to current) Contributing Columnist, The Washington Post (2020 to current) Medical Analyst and Health Contributor, CNN (2020 to current) Senior Fellow, Brookings Institute (2020-current) President, Planned Parenthood (2018 to 2019) Health Commissioner, City of Baltimore (2015 to 2018) Director, Patient-Centered Care Research, Department of Emergency Medicine, George Washington University (2013 to 2015) Board-certified Emergency Room Physician | OTHER PUBLIC DIRECTORSHIPS Current UroGen (Nasdaq:URGN) (2022 to current) OTHER PRIVATE DIRECTORSHIPS Bipartisan Policy Center (2020 to current) Baltimore Community Foundation (2019 to current) Chair, Advisory Board of the Behavioral Health Group (2020 to current) EDUCATION Bachelor of Science, California State University, Los Angeles M.D., Washington University School of Medicine M.Sc., University of Oxford (Rhodes Scholar) OTHER ACCOMPLISHMENTS Dr. Wen has been a member of more than ten nonprofit boards, including serving as the chair of Behavioral Health Systems Baltimore Dr. Wen has been a global health fellow at the World Health Organization, a consultant with the China Medical Board, and a nonresident senior fellow at the Brookings Institution | | QUALIFICATIONS FOR BOARD SERVICE Dr. Wen’s experience as a practicing physician, combined with her extensive experience working in governmental sectors, with innovative health companies, and serving on nonprofit boards and foundations, make her a qualified member of our Board of Directors. | | |
Board Attributes
| | Fees earned or | Stock | Option | | | | paid in cash | awards | awards | Total | | Name(1) | ($)(2) | ($)(2)(3) | ($)(2)(3) | ($) | | Mark J. Foley | 112,500 | 189,961 | 75,009 | 377,470 | | David F. Hoffmeister | — | 273,362 | 75,009 | 348,371 | | Gilbert H. Kliman, M.D. | — | 258,948 | 75,009 | 333,957 | | Marc A. Stapley | — | 270,433 | 75,009 | 345,442 | | Denice M. Torres | — | 258,948 | 75,009 | 333,957 | | Aimee S. Weisner | — | 258,948 | 75,009 | 333,957 | | Leana S. Wen, M.D. | 60,000 | 189,961 | 75,009 | 324,970 |
Director Compensation Program
Director Compensation Program
EXECUTIVE COMPENSATION HIGHLIGHTS
| ● Majority of our compensation is performance based with 91% of CEO and 84% of other NEO target compensation tied to the annual bonus plan and equity grant value. ● 2024 bonuses were paid according to the bonus plan’s formulaic funding, with no discretionary adjustments. ● Sustainability goals continued to be included in our 2024 bonus plan in response to shareholder feedback to link sustainability with executive compensation. | ● Increased proportion of long-term performance equity awards to 50% of total grant value for the senior leadership team, including all NEOs, decreasing the proportion of time-based equity. ● 2024 performance based equity awards are tied to iDose TR commercialization goals for our senior leadership team, including all NEOs in response to stockholder feedback. |
Reward both near-term results and long-term growth
Reward both near-term results and long-term growth Our compensation programs provide the opportunity to our executive leadership to be rewarded for achievement of both near-term and long-term value-generating results;
Reinforce succession planning process
Reinforce succession planning process The overall compensation program for our executive leadership team supports our robust succession planning process. Our 2024 executive compensation program was comprised of three key elements, each of which was designed to further the program objectives listed above: (1) base salary; (2) annual bonus that is earned upon achievement of specified corporate and/or individual goals; and (3) long-term incentive compensation in the form of equity awards that are subject to both performance-based and time-based vesting requirements. We also provide 401(k) retirement benefits, an executive deferred compensation plan, executive physical, and severance benefits to our senior leadership team, including our NEOs.
Primary Compensation Elements
| Base Salary | Annual Bonus | Long-Term Incentives |
Primary Compensation Elements
| | ELEMENT | DESCRIPTION | PRIMARY DESIGN OBJECTIVE | | FIXED | Base Salary | ● Annual fixed cash compensation | ● Attract and retain top talent. Provide compensation for functional expertise and day-to-day responsibilities | | AT RISK COMPENSATION | Annual Incentive (Performance Bonus) | ● CEO payout evaluated based 100% on achievement of corporate objectives ● Other NEO payout evaluated based 75% on corporate objectives and 25% on individual objectives ● Corporate goals are comprised of financial results, progress on product R&D, regulatory and sustainability goals ● Executive equity election to receive bonus opportunity in restricted stock units | ● Align executive pay with the achievement of short-term business objectives and performance expectations; designed to help the Company achieve long-term strategic objectives and create long-term value for stockholders ● Emphasize financial results by making them a key factor in determination of bonus, that ensures all NEO bonuses are tied to achievement of objective top-line sales growth target ● Incorporate stock price performance in the bonus program by allowing equity election. 15% premium added to provide incentive to convert bonus into equity, preserving cash for growth | | | Long-Term Incentive | ● In 2024, 50% of all NEOs including our CEO’s equity awards were performance-based ● Performance-based equity only vests upon the achievement of predetermined targets aligned with the Company’s goals ● Time-based RSUs and stock options vest over 4 years | ● Link the interests and risks of executives with those of our stockholders ● Promote executive focus on long-term company performance through stock price and long-term operating performance that is expected to build long-term shareholder value ● Provide a retention incentive through time-vested RSUs and stock options that is aligned with shareholders, even during periods of stock price volatility |
Primary Compensation Elements
The largest component of our compensation program is long-term incentive awards. When combined with the target annual incentive award, the vast majority of executive compensation is “at risk,” or, in other words, dependent on the accomplishment of the Company’s business and financial objectives or the performance of the Company’s stock (or both, in the case of annual bonus awards granted in equity and performance-based equity). In the case of Mr. Burns, 91% of his 2024 target compensation is “at risk.” For our other NEOs, 84% of their average target compensation is “at risk.”
Role of the Compensation, Nominating and Governance Committee
Role of the Compensation, Nominating and Governance Committee Pursuant to its charter, the CNG Committee has the authority to determine the amount of compensation given to each of the NEOs, as well as the overall executive compensation program. The CNG Committee annually evaluates the performance of each of the NEOs and determines compensation levels based on its performance evaluation. The CNG Committee also, among other things, reviews and approves our executive compensation elements, plans and policies, and is responsible for administering our equity incentive plans, including approving award grants under the plans. Executive compensation and senior management equity award grants are also approved by our Board of Directors as a whole. In performing its duties, the CNG Committee is authorized to consider the recommendations of our CEO when determining the compensation of the other members of management, including the NEOs. The CNG Committee is also authorized to approve any severance benefits, deferred compensation and change-in-control benefits or any perquisites offered to our NEOs. All CNG Committee members are deemed independent under applicable NYSE rules. None of our NEOs is a member of our CNG Committee or otherwise had any role in determining the compensation of our other NEOs, other than the CEO’s recommendations to the CNG Committee as to the compensation of the other NEOs.
Role of the Compensation Consultant
Role of the Compensation Consultant Pursuant to its charter, the CNG Committee is authorized to retain or obtain the advice of compensation consultants, outside counsel, experts or other advisors to advise the CNG Committee with respect to amounts or forms of executive compensation or in carrying out its other responsibilities. For 2024, the CNG Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. The CNG Committee was directly responsible for the appointment and oversight of the compensation consultant. During 2024, FW Cook provided no services to Glaukos or its management other than its compensation consulting services provided in its capacity as the CNG Committee’s independent advisor on executive and non-employee director compensation. In connection with the compensation consultant services provided by FW Cook in 2024, the CNG Committee assessed the independence of FW Cook pursuant to the SEC and NYSE rules and concluded that no conflict of interest exists.
Peer Companies
Peer Companies The CNG Committee works with its independent compensation consultant each year to review the peer group used for benchmarking our executive compensation program. The CNG Committee’s objective in selecting the peer group is to identify comparably-sized public companies in the life sciences sector that compete with us for executive talent and capital investment, based on the growth profile of the Company. The peer group companies used by the CNG Committee for 2024 comparative compensation purposes (“2024 Peer Group”) was set in June 2023. The CNG Committee targeted biotechnology and drug development companies with commercialized products that held a market capitalization between $1 billion and $10 billion (up to 3x our market capitalization at the time of analysis), and that had reported annual revenues of less than $1.5 billion. For the 2024 Peer Group, seven peer companies used for 2023 pay decisions were removed (Aerie Pharmaceuticals, Cardiovascular Systems, Artivion, Care DX, Invitae, Integra Life Sciences and ICU Medical), and replaced with five drug development companies (Apellis Pharma, Ultragenyx Pharma, STAAR Surgical, Insmed, Travere Therapeutics, and Catalyst Pharma). The changes to the peer group were primarily made to reflect the company’s shift towards pharmaceuticals versus solely medical technology. The 2024 Peer Group included the following 17 companies:
Peer Companies
| 2024 Peer Group | | | | | Apellis Pharmaceuticals | Fulgent Genetics | Lantheus | Ultragenyx Pharmaceuticals | | AtriCure | Haemonetics | Nevro | Vericel | | Axonics | Insmed | NuVasive | | | Catalyst Pharma | Inspire Medical | STAAR Surgical | | | CONMED | iRhythm Technologies | Travere Therapeutics | |
Peer Companies
The peer group used for 2025 executive compensation decisions was set in June 2024. Our CNG Committee conducted its annual review of our peer group and made revisions to recognize the significant growth in Glaukos’s size following iDose TR approval and the importance of our pharmaceutical business (“2025 Peer Group"). The 2025 Peer Group targeted companies that had market cap between $2 and $15 billion (approximately 3x our market capitalization at the time of analysis) and resulted in Glaukos’ market capitalization being slightly above the 2025 Peer Group median at the time of the review. The 2025 Peer Group included the following 21 companies:
Peer Companies
| 2025 Peer Group | | | | | Apellis Pharmaceuticals | Haemonetics | Ionis Pharmaceuticals | TransMedics Group | | Axonics | Halozyme | iRhythm Technologies | Ultragenyx Pharmaceuticals | | Blueprint Medicines | Inari Medical | Lantheus | Vericel | | BridgeBio Pharma | Insmed | Natera | | | CONMED | Inspire Medical | Repligen | | | Exact Sciences | Intra-Cellular | STAAR Surgical | |
Peer Companies
The CNG Committee reviews the peer group data as a reference point in assessing compensation decisions for the NEOs using its business judgment. Other factors considered when determining compensation levels include our objective of attracting and retaining highly qualified executives, and our goal of rewarding top performers to motivate and encourage high achievement.
Material Elements of Compensation
We provide an annual base salary to each of our NEOs to compensate them for performing their day-to-day services during the year. Salaries are reviewed annually by the CNG Committee and may be adjusted for the following year based on a variety of quantitative and qualitative factors, including each executive’s job responsibilities, experience, performance, and competitive market levels, as well as the recommendations of our CEO (except with respect to his own salary). No NEO is entitled to any automatic base salary increases. In setting 2024 base salaries, the CNG Committee considered numerous factors regarding our NEOs’ performance during 2023, including strong operational and financial performance, advancing development of our key pipeline products, which are the greatest driver of long-term growth for the Company and its shareholders. The CNG Committee also took into account the competitiveness of our NEOs’ compensation relative to the peer group. Both Mr. Thurman and Mr. Navratil’s increases were intended as market adjustments to bring both executives closer to the median of their respective ranges in our peer group, although both remain below the median. The chart below shows the change in each NEO’s base salary from fiscal 2023 to fiscal 2024.
Material Elements of Compensation
| | Annual Bonus |
Material Elements of Compensation
We provide our senior leadership team, including our NEOs, with an annual performance-based bonus opportunity. The purpose of this annual bonus is to provide competitive incentives for those employees who contribute to the Company’s success, and to align our executives’ short-term compensation opportunity with the Company’s business objectives and performance expectations. The annual bonus opportunity helps further our compensation objective of aligning a portion of executive pay with achievement of the Company’s short-term goals, which are designed to help the Company achieve its long-term strategic goals and create long-term value for our stockholders. We believe this allows us to compete for top talent and encourages our executives to perform at a high level by providing a near-term reward for that performance.
ANNUAL BONUS TARGETS
ANNUAL BONUS TARGETS The chart below indicates the target bonus opportunity for each of our NEOs for 2024, which is stated as a percentage of base salary. No changes were made to target bonus opportunities in 2024 for our CEO or other NEOs. For 2024, total target cash (which consists of base salary and target bonus opportunity) for each of our NEOs was near the median for comparable positions in our peer group. Bonuses are capped at 200% of target for each executive.
ANNUAL BONUS TARGETS
| | 2023 Target | 2024 Target | | | | Bonus (% of | Bonus (% of | 2024 Target | | Named Executive Officer | Base Salary) | Base Salary) | Bonus ($) | | Thomas W. Burns | 100% | 100% | 800,000 | | Joseph E. Gilliam | 70% | 70% | 389,900 | | Alex R. Thurman | 60% | 60% | 265,200 | | Tomas Navratil | 60% | 60% | 272,400 |
BONUS EQUITY ELECTION
BONUS EQUITY ELECTION Under our 2024 bonus plan, our executives can elect to receive all or a portion of their annual bonus in the form of RSUs in lieu of cash. The election is made at the start of the year, so that the final value of the bonus payout increases or decreases based on both achievement of bonus goals and stock price performance, and creates an opportunity for our executives to further align their interests with those of our stockholders. To provide additional incentive for executives to elect equity and preserve cash and to create further alignment between our executives’ and stockholders’ interests, a 15% premium is applied when converting from the dollar value of the target bonus to the number of RSUs granted. The 15% premium was modeled on the 15% discount provided to employees who purchase shares of our common stock under the Glaukos Employee Stock Purchase Plan. If an executive elected to convert his or her cash bonus opportunity into an equity award, then the executive would be granted a one-year performance stock unit award with respect to the targeted number of shares having a grant date value equal to the amount of the executive’s cash-denominated target bonus, plus the 15% premium. The number of RSUs that ultimately vest would be determined in the same manner as the cash bonuses that became payable under our 2024 bonus plan described above (i.e., the number of RSUs that vests is performance-contingent so that the percentage that vest will be the same as the payout percentage for target cash bonuses; in other words, if bonuses were earned at 90% of target, then 90% of the target bonus RSUs would vest). As set forth in the table below, for 2024 each of our CEO, Mr. Burns, and our CFO, Mr. Thurman, elected to receive 100% of their annual bonus in RSUs.
BONUS EQUITY ELECTION
| Named Executive Officer | 2024 Target Bonus ($) | Portion of Target Denominated in Cash ($) | Portion of Target Denominated in Equity with 15% Premium ($) | Number of Target Restricted Stock Units Granted (#) | | Thomas W. Burns | 800,000 | -0- | 920,000 | 9,882 | | Alex R. Thurman | 265,200 | -0- | 304,980 | 3,276 |
BONUS EQUITY ELECTION
The target number of bonus shares granted to Mr. Burns and Mr. Thurman were calculated based upon the closing price of the Company’s common stock ($93.10) on the date of grant, April 1, 2024.
Corporate Objectives
| | | | | | | | | 2024 Actual | | | | | | | Bonus Weighting | | Potential Payout | Achievement | | 2024 Executive Bonus Goals | Target | | Actual | | CEO | Other NEOs | Range (% Target) | (% Target) | | 2024 Net Sales Target* | $364.2 | MM | $383.5 | MM | 50% | 50% | 0-300% | 205.9% | | Meet or exceed (underspend) approved 2024 operating expense budget | $401.4 | MM | $395.1 | MM | 20% | 10% | 0-150% | 100% | | Complete NXL System Prototype by Year End | 100 | | 100 | | 10% | 5% | 0-150% | 100% | | Commence Phase 2b/3 Clinical Trial for second generation iDose TREX by Year End | 100 | | 100 | | 10% | 5% | 0-150% | 100% | | Achieve 12 or more of the external Glaukos ESG goals | 100 | | 100 | | 10% | 5% | 0-150% | 100% | | Individual Performance Goals: | | | | | -0-% | 25% | 0-150% | 100% | | Total Earned (as % of Target): | | | | | 152.9% | 152.9% | Max capped at 200% | |
Corporate Objectives
| * The net sales component of the bonus can be earned between 0-300% of target and individual performance goals can be earned between 0-150% of target, but total possible bonus awards are capped at 200% of target. |
2024 ACTUAL BONUS PAYOUT
2024 ACTUAL BONUS PAYOUT For 2024, the CNG Committee determined that the CEO’s bonus was earned at 152.9% of target under the formulaic scorecard, and each of the other NEO’s earned a bonus equal to 152.9% of their target. Bonus payouts reflected the achievement of our NEOs against the corporate and individual, where applicable, goals determined for them at the start of the year. The CNG Committee determined that the bonus payout for the Company’s senior leadership would recognize and reward the effort and performance of our management team in achieving the Company’s near-term financial objectives and advancing toward the Company’s long-term goals to create greater value for our shareholders and other stakeholders by bringing our pipeline products to market and achieving our sustainability goals. The values of the portion of the 2024 NEO bonuses earned pursuant to formulaic criteria is set forth in the table below. The value of the RSUs reported in the table below is based on the fair market value of the shares on the April 1, 2025 vesting date.
2024 ACTUAL BONUS PAYOUT
| | | | | | | Value of Portion | | | | | | 2024 Bonus | 2024 Bonus | Paid in Equity on | | | 2024 Earned | Actual Bonus | Bonus | Paid in Cash | Paid in | April 1, 2025 | | Named Executive Officer | Bonus Value ($) | as a % of Target | Election Form | ($) | RSUs (#) | Vesting Date($) | | Thomas W. Burns | 1,223,490 | 152.9% | 100% RSUs | -0- | 15,113 | 1,467,321 | | Joseph E. Gilliam | 596,299 | 152.9% | 100% Cash | 596,299 | -0- | -0- | | Tomas Navratil | 416,598 | 152.9% | 100% Cash | 416,598 | -0- | -0- | | Alex R. Thurman | 405,587 | 152.9% | 100% RSUs | -0- | 5,010 | 486,421 |
2024 ACTUAL BONUS PAYOUT
Mr. Burns and Mr. Thurman elected to receive all or a portion of their 2024 annual bonus in equity. Because the price of the Company’s stock increased from the date of grant of the equity underlying the annual bonus ($93.10 on April 1, 2024) to the date of vesting ($97.09 on April 1, 2025), the value of the bonuses actually paid to Messrs. Burns and Thurman was more than if they had elected to receive all of their bonus in cash.
2025 BONUS PLAN
2025 BONUS PLAN In March 2025, the CNG Committee approved the 2025 executive bonus plan issued under our 2015 Omnibus Incentive Compensation Plan. With regard to performance targets, the CNG Committee determined to focus on key operational initiatives for the corporate performance component, which include financial components similar to those measured in 2024 as well as strategic objectives tied to pipeline product development accomplishments and achievement of a certain number of external sustainability goals by the end of 2025. The respective weightings of these 2025 bonus targets are consistent with those applied in 2024.
2025 BONUS PLAN
| Ong-Term Incentives | | | | Long-Term Incentives |
2025 BONUS PLAN
The CNG Committee believes it is essential to provide long-term equity-based compensation to our executive officers in order to link both the interests and risks of our executive officers with those of our stockholders, which is a cornerstone of the Company’s pay for performance philosophy. Equity awards with a multi-year vesting schedule are designed to reward the creation and preservation of long-term stockholder value. Our management team follows the same philosophy: all U.S. employees in the Company receive equity grants, to foster a sense of ownership and align interests with those of our investors. For 2024, long-term incentive compensation consisted of both time-based and performance-based equity grants. Performance-based equity are awards that require the achievement of pre-determined operational or financial objectives in order to vest. The CNG Committee believes that the use of performance-based equity advances multiple goals that benefit both the Company and stockholders. Performance-based equity incentivizes the achievement of the Company’s long- and short-term strategic goals, motivates executives to work hard to increase the value of the Company, as evidenced by increased stock price, and encourages executives to remain employed with the Company. Our CEO’s 2024 equity grant was designed to be provided half in performance-based RSUs (“PRSUs”) and half in time-based RSUs. Historically, our other NEO’s awards were designed as one-third time based RSUs, one-third time-based options and one-third PRSUs; however, in 2024, PRSUs increased from one-third to one-half for our other NEO equity grants. Our executives were given the opportunity to convert half of their time-based RSU value into time-based stock options. The opportunity to elect to receive a quarter of the full value shares granted as options affords those executives greater potential reward in exchange for the lack of guaranteed value from an RSU. The CNG Committee views this election to convert full value shares to options as supporting the Company’s entrepreneurial spirit of growth, and the conversion of options to full value shares as providing a strong retention incentive. For 2024, Mr. Burns elected to receive his time-based equity as an equal split between options and RSUs. Each of Messrs. Gilliam and Thurman also elected to receive their time-based equity split equally between options and RSUs, while Mr. Navratil chose to receive his time-based equity solely in the form of RSUs.
2024 ANNUAL EQUITY GRANTS
2024 ANNUAL EQUITY GRANTS The CNG Committee considered several factors when determining 2024 annual equity award amounts for our CEO and other NEOs, including individual performance, succession planning, internal equity, peer group data and the Company’s performance over the prior year. The CNG Committee exercises its judgment and discretion, and also considers the recommendations from our CEO in setting award amounts for the other NEOs. The following table shows the intended target total annual equity grant value awarded to each NEO in 2024, and the number of time-based RSUs and stock options, and PRSUs and stock options, granted based on the 2024 performance and compensation review process.
2024 ANNUAL EQUITY GRANTS
| | Time-Based | Time Based | Time-Based Equity | Performance-based | Performance-based Equity | Total Target 2024 | | | RSUs | Options | Target Value | RSUs | Target Value | Annual Equity Grant Value | | Named Executive Officer | (#) | (#) | ($) | (#) | ($) | ($) | | Thomas W. Burns | 21,275 | 37,359 | $3,650,000 | 42,551 | $3,650,000 | 7,300,000 | | Joseph E. Gilliam | 8,743 | 15,353 | $1,500,000 | 17,487 | $1,500,000 | 3,000,000 | | Alex R. Thurman | 4,955 | 8,700 | $850,000 | 9,909 | $850,000 | 1,700,000 | | Tomas Navratil | 11,075 | -0- | $950,000 | 11,075 | $950,000 | 1,900,000 |
2024 ANNUAL TIME-BASED EQUITY
2024 ANNUAL TIME-BASED EQUITY The equity grants of time-based RSUs to our NEOs in 2024 vest over four years, with 25% of the RSUs vesting and being delivered on each of the first four anniversaries of the grant date. The grants of time-based stock options also vest over four years, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments over the following three years.
2024 ANNUAL PERFORMANCE-BASED EQUITY
2024 ANNUAL PERFORMANCE-BASED EQUITY For 2024, 50% of all NEO’s, including our CEOs’ equity awards, were in the form of performance-based equity. The performance-based equity grant to our executives in 2024 is earned based on pre-determined annual and cumulative 2024-2026 revenue goals for iDose TR. Between 0%-250% of target award can be earned based on the Company’s under- to over-achievement of the three-year iDose TR revenue goals. Earned awards vest when the CNG Committee determines the iDose TR revenue achievement, but no more than one-third of the target number of PRSUs can vest for each of years 1, 2 and 3 (i.e., above target performance can only be earned after the end of the three-year performance period). The long-term revenue objectives were chosen in direct response to shareholder feedback during our 2023 engagement campaign, as multiple stockholders emphasized the importance of a successful iDose TR launch. The CNG committee directly responded to the feedback by designing performance objectives that they believe will accomplish these goals. The target iDose TR net revenue for 2024 was set by our CNG Committee with a minimum threshold performance for 2024 set at 80% of the target net revenue. The CNG Committee believed that its predetermined target was a rigorous goal, taking into consideration that regulatory approval of iDose TR was not expected until the fourth quarter of 2023 and commercial launch would not begin until mid-first quarter 2024, while also taking into account the anticipated challenges associated with market access for and integration of a transformative new product into the glaucoma marketplace, as well as published Wall Street revenue performance expectations prior to regulatory approval. The Company’s actual performance in 2024 exceeded the iDose TR net revenue goal, which resulted in one-third of the target equity award being earned for the first year of the performance period. The Company does not disclose sales revenue or any other financial metric on a product-by-product basis; thus, to ensure consistency with our external financial disclosures, we have not disclosed the net revenue target or actual achievement for the iDose TR product in this Proxy Statement.
2022 PERFORMANCE-BASED EQUITY GRANT
2022 PERFORMANCE-BASED EQUITY GRANT Performance-based equity granted to our NEOs in 2022 is measured by commencement of clinical studies related to various pharmaceutical pipeline products. In 2022, the Company commenced four clinical trials, including iLution treatment for dry eye disease, iLution treatment for presbyopia, and two trials related to next generation iLink corneal health treatments, resulting in 50% of the target award being earned. In 2023, the Company commenced five clinical trials, including iLution travoprost, IVT axitinib, iLief, iLink NXL, and iLink (Epioxa), resulting in an additional 75% of the target award being earned. In 2024, the company commenced two clinical trials, including the second-generation iDose TREX and Nexagon, for the treatment of persistent corneal epithelial defects. In addition, the iLief trial was reclassified to a 2b study. To date, 185% of the target awards have been earned. The Company believes that the achievement of these milestones reflects discipline and rigor on the part of our management team in developing new pharmaceutical treatments to expand our product offerings, market potential and long-term value.
Severance Benefits
Severance Benefits We have entered into executive severance and change in control agreements with each of our senior team leaders, including our NEOs, Messrs. Burns, Gilliam, Thurman and Navratil. The level of each executive’s severance benefits has been determined to be appropriate by the CNG Committee, which believes that severance benefits, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. We believe these potential benefits helped us to assemble a qualified senior leadership team. The payments and benefits provided under our severance and change in control arrangements are designed to provide our NEOs with benefits that are competitive with market practices. As described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” each of the NEOs would be entitled to severance benefits in the event of an involuntary termination of employment by us without “cause” or a resignation for “good reason” (each as defined in the executive severance and change in control agreements). The change in control severance benefits are subject to a double trigger, and the NEOs are not entitled to their cash severance benefits merely because a change in control transaction occurs. The amount of each NEO’s severance benefits is increased in connection with a qualifying termination in connection with or following a change in control in order to encourage our NEOs to remain employed with us, and focus on the creation of value for stockholders, during an important time when their prospects for continued employment following a change in control transaction may be uncertain. No NEO is entitled to receive a “gross-up” or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances. Additionally, no new or amended employment agreements were entered into with any of our NEOs since the date of the 2024 Annual Meeting of Stockholders. All members of the Compensation Committee during fiscal 2024 were independent directors and none of them are current or former employees or officers of the Company or had any relationship with us during fiscal 2024 requiring disclosure of certain transactions with related persons under SEC rules.
Timing of Grants of Certain Equity Awards
Timing of Grants of Certain Equity Awards We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. As discussed above, currently, we primarily grant RSUs and PRSUs, although we grant options to non-employee directors and provide our senior leaders, including our NEOs, the opportunity to convert certain portions of their RSUs into stock options. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. However, the CNG Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
Timing of Grants of Certain Equity Awards
| COMPENSATION COMMITTEE REPORT |
Timing of Grants of Certain Equity Awards
The CNG Committee of the Board has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the CNG Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.
Timing of Grants of Certain Equity Awards
| Compensation, Nominating and Governance Committee of the Board | | Mark J. Foley (chair) | | Gilbert H. Kliman, M.D. Marc A. Stapley | | Denice M. Torres |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022 The following table provides information regarding the compensation of our NEOs during 2024, 2023 and 2022.
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| | | | | Stock | Option | Non‑equity incentive | All other | | | | | Salary | Bonus | awards | awards | plan compensation | compensation | Total | | Name and principal position | Year | ($) | ($) | ($)(1) | ($)(1) | ($) | ($)(2) | ($) | | Thomas W. Burns | 2024 | $800,000 | $— | $6,395,008 | $1,824,987 | $— | $10,350 | $9,030,345 | | Chairman and Chief | 2023 | $765,000 | $— | $1,000,019 | $6,879,765 | $— | $9,900 | $8,654,684 | | Executive Officer (3) | 2022 | $730,000 | $— | $2,300,012 | $2,467,875 | $761,901 | $8,400 | $6,268,188 | | Joseph E. Gilliam | 2024 | $557,000 | $— | $2,250,009 | $749,994 | $596,299 | $10,350 | $4,163,652 | | President and | 2023 | $530,250 | $— | $1,000,021 | $1,999,989 | $638,921 | $9,900 | $4,179,081 | | Chief Operating Officer | 2022 | $505,000 | $— | $3,500,012 | $2,500,012 | $461,185 | $8,400 | $6,974,609 | | Alex R. Thurman | 2024 | $442,000 | $— | $1,580,030 | $424,995 | $— | $10,350 | $2,457,375 | | Senior Vice President and | 2023 | $401,500 | $— | $533,351 | $1,205,382 | $207,336 | $12,400 | $2,359,969 | | | 2022 | $365,000 | $— | $1,251,899 | $500,002 | $— | $8,400 | $2,125,301 | | Chief Financial Officer | | | | | | | | | | Tomas Navratil | 2024 | $454,000 | $— | $1,900,027 | $— | $416,598 | $10,350 | $2,780,975 | | Senior Vice President and | 2023 | $420,000 | $— | $1,699,977 | $— | $433,779 | $12,400 | $2,566,156 | | Chief Development Officer | 2022 | $400,000 | $— | $1,699,985 | $— | $313,110 | $8,400 | $2,421,495 |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (1) The amounts shown represent the grant date fair values of stock and option awards granted in the year indicated as computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used to determine the grant date fair values of equity awards made to executive officers in 2024, see Note 9, Stock-Based Compensation, to our Notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
2024 Bonus RSUs: The amounts reported in the stock awards column for 2024 include the grant date fair value of RSUs (the “Bonus RSUs”) granted to Messrs. Burns and Thurman pursuant to their elections to receive 100% of their 2024 bonuses in the form of RSUs rather than cash. The grant date fair value of the Bonus RSUs was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The Bonus RSUs are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the Bonus RSUs of $920,014 for Mr. Burns and $304,995 for Mr. Thurman. If we had achieved the highest level of performance under our 2024 bonus plan, the grant date fair value for the Bonus RSUs would have increased to $1,840,028 for Mr. Burns and $609,991 for Mr. Thurman. For a more detailed description of these grants of Bonus RSUs, please see “Material Elements of Compensation—Annual Bonuses” in the Compensation Discussion and Analysis section above. 2024 Performance RSUs: The amounts reported in the stock awards column for 2024 include the grant date fair value of PRSUs granted to Messrs. Burns, Gilliam, Navratil, and Thurman that only vest upon the achievement of pre-determined operational targets over a multi-year performance period. For Messrs. Burns, Gilliam, Navratil, and Thurman, this constituted 50% of the value of their 2024 long-term incentive equity grant, with the remainder being issued in the form of time-based options and RSUs. The grant date fair value of the PRSUs was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The PRSUs are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the PRSUs of $3,650,024 for Mr. Burns, $1,500,034 for Mr. Gilliam, $950,013 for Mr. Navratil, and $849,994 for Mr. Thurman. If the maximum performance level is achieved during the performance period, the grant date fair value for the PRSUs would be $9,125,104 for Mr. Burns, $3,750,130 for Mr. Gilliam, $2,375,076 for Mr. Navratil, and $2,125,027 for Mr. Thurman. For a more detailed description of these grants of the PRSUs, please see “Material Elements of Compensation—Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above.
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (2) Consists of Company matching contributions to the executive’s 401(k) plan contributions and the Company’s payment for an annual executive physical. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (3) The base salary amount for Mr. Burns for 2022 and 2024, and the non-equity incentive plan compensation for 2022, include amounts that were deferred under our Deferred Compensation Plan described below. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table summarizes information about the non-equity incentive awards and equity-based awards granted to our NEOs in 2024:
2024 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | | | | | | | | Non-Equity Incentive Plan | | | Equity Incentive Plan | | | | | | | | | | Awards ($)(1) | | | Awards (#)(1) | | | | | | | | | | | | | | | | | | | Grant | | | | | | | | | | 2024 | 2024 | | Date Fair | | | | | | | | | | Stock | Option | Exercise | Value of | | | | | | | | | | Awards: | Awards: | or Base | Stock | | | | | | | | | | Number of | Number of | Price of | and | | | | | | | | | | Shares of | Securities | Option | Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Underlying | Awards | Awards | | Name | Date | ($) | ($) | ($) | | | | Units (#) | Options (#) | ($/Sh) | ($)(2) | | Thomas W. Burns | | | | | | | | | | | | | Time-Based Options | 03/14/2024 | — | — | — | — | — | — | — | 37,359 | 85.78 | 1,824,987 | | Time-Based RSUs | 03/14/2024 | — | — | — | — | — | — | 21,275 | — | — | 1,824,969 | | PRSUs | 03/14/2024 | — | — | — | 21,276 | 42,551 | 106,378 | — | — | — | 3,650,025 | | Bonus Election RSUs | 04/01/2024 | — | — | — | 4,941 | 9,882 | 19,764 | — | — | | 920,014 | | Joseph E. Gilliam | | | | | | | | | | | | | Time-Based Options | 03/14/2024 | — | — | — | — | — | — | — | 15,353 | 85.78 | 749,994 | | Time-Based RSUs | 03/14/2024 | — | — | — | — | — | — | 8,743 | — | — | 749,975 | | PRSUs | 03/14/2024 | — | — | — | 8,744 | 17,487 | 43,718 | — | — | — | 1,500,035 | | Annual Cash Bonus | 04/01/2024 | 194,950 | 389,900 | 779,800 | — | — | — | — | — | — | — | | Alex R. Thurman | | | | | | | | | | | | | Time-Based Options | 03/14/2024 | — | — | — | — | — | — | — | 8,700 | 85.78 | 424,995 | | Time-Based RSUs | 03/14/2024 | — | — | — | — | — | — | 4,955 | — | — | 425,040 | | PRSUs | 03/14/2024 | — | — | — | 4,955 | 9,909 | 24,773 | — | — | — | 849,994 | | Bonus Election RSUs | 04/01/2024 | — | — | — | 1,638 | 3,276 | 6,552 | — | — | — | 304,996 | | Tomas Navratil | | | | | | | | | | | | | Time-Based RSUs | 03/14/2024 | — | — | — | — | — | — | 11,075 | — | — | 950,013 | | PRSUs | 03/14/2024 | — | — | — | 5,538 | 11,075 | 27,688 | — | — | — | 950,013 | | Annual Cash Bonus | 04/01/2024 | 136,200 | 272,400 | 544,800 | — | — | — | — | — | — | — |
2024 Grants of Plan-Based Awards
| (1) Incentive plan awards consist of: |
2024 Grants of Plan-Based Awards
| a. | Annual cash bonuses payable under our 2024 executive bonus plan. The maximum potential payout under the executive bonus plan is 200% of target. |
2024 Grants of Plan-Based Awards
| b. | Awards of PRSUs that only vest upon the achievement of pre-determined operational goals. The PRSUs vest over a four-year performance period, with a maximum potential program payout of 250% of target; |
2024 Grants of Plan-Based Awards
| c. | Awards of RSUs granted to Messrs. Burns and Thurman pursuant to their elections to receive 100% of their annual bonuses in the form of RSUs rather than in the form of a cash payment. These awards include a 15% premium component tied to their election to receive their annual bonus in RSUs in lieu of cash. |
2024 Grants of Plan-Based Awards
Please see “Material Elements of Compensation—Annual Bonuses” and “Material Elements of Compensation—Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above for more information on our executive incentive compensation programs.
2024 Grants of Plan-Based Awards
| (2) The amounts shown represent the grant date fair values of stock awards granted in the year indicated as computed in accordance with FASB ASC Topic 718 and, in the case of the PRSUs and RSUs granted pursuant to our annual bonus equity election based upon the probable outcome of the applicable performance conditions. For a discussion of valuation assumptions used to determine the grant date fair values of equity awards made to executive officers in 2024, see Note 9, Stock-Based Compensation, to our Notes to the consolidated financial statements included in our Annual Report on Form 10- K for the year ended December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information concerning equity awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option awards | | | | | | Stock awards | | | | | | | Number of | | | | | | | | | | | | securities underlying | | | | | | | | | | | | unexercised options (#) | | | | | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | | incentive | | | | | | | | | | | Equity | plan | | | | | | | | | | | incentive | awards: | | | | | | Equity | | | | | plan | Market or | | | | | | incentive | | | | | awards: | payout | | | | | | plan | | | | | Number of | value of | | | | | | awards: | | | | Market | unearned | unearned | | | | | | Number of | | | Number of | value of | shares, | shares, | | | | | | securities | | | shares or | shares or | units or | units or | | | | | | underlying | | | units of | units of | other | other | | | | | | unexercised, | Option | | stock that | stock that | rights that | rights that | | | | | | unearned | exercise | Option | have not | have not | have not | have not | | | Grant | | | options | price | expiration | vested | vested | vested | vested | | Name | date | Exercisable | Unexercisable | (#) | ($) | date | (#) | ($)(1) | (#) | ($)(1) | | Thomas W. Burns | 3/10/2016 | 275,000 | — | — | 16.49 | 3/10/2026 | — | — | — | — | | | 3/15/2017 | 180,000 | — | — | 45.71 | 3/15/2027 | — | — | — | — | | | 3/14/2018 | 266,000 | — | — | 30.92 | 3/14/2028 | — | — | — | — | | | 3/14/2019 | 50,000 | — | — | 69.30 | 3/14/2029 | — | — | — | — | | | 3/12/2020 | 65,170 | — | — | 39.10 | 3/12/2030 | — | — | — | — | | | 3/12/2020 | 28,455 | — | — | 39.10 | 3/12/2030 | — | — | — | — | | | 3/18/2021 | — | — | — | — | — | 7,709(3) | 1,155,887 | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 30,835(4) | 4,623,400 | | | 3/24/2022 | — | — | — | — | — | 10,421(3) | 1,562,525 | — | — | | | 3/24/2022 | — | — | — | — | — | — | — | 21,884(5) | 3,281,287 | | | 3/24/2022 | 42,078 | — | — | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | 28,928 | 13,150(2) | — | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | 31,560 | — | 31,557(5) | 55.18 | 3/24/2032 | — | — | — | — | | | 4/01/2022 | 7,258 | — | | 60.78 | 4/01/2032 | — | — | — | — | | | 3/22/2023 | 48,235 | 62,019(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 220,508(6) | 48.46 | 3/22/2033 | — | — | — | — | | | 4/03/2023 | 56,404 | — | — | 49.51 | 4/03/2033 | — | — | — | — | | | 12/22/2023 | — | — | — | — | — | — | — | 24,290(9) | 1,821,021 | | | 3/14/2024 | — | 37,359(2) | — | 85.78 | 3/14/2034 | — | — | — | — | | | 3/14/2024 | — | — | — | — | — | — | — | 106,378(7) | 15,950,242 | | | 3/14/2024 | — | — | — | — | — | 21,275(3) | 3,189,974 | — | — | | | 4/01/2024 | — | — | — | — | — | — | — | 19,764(8) | 1,481,707 | | | 4/01/2024 | — | — | — | — | — | 215(3) | 32,237 | — | — | | Joseph E. Gilliam(10) | 3/14/2019 | 3,300 | — | — | 69.30 | 3/14/2029 | — | — | — | — | | | 3/18/2021 | — | — | — | — | — | 3,875(3) | 581,018 | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 7,772(4) | 1,165,334 | | | 3/24/2022 | — | — | — | — | — | 18,123(3) | 2,717,363 | — | — | | | 3/24/2022 | — | — | — | — | — | 27,184(11) | 4,075,969 | — | — | | | 3/24/2022 | 22,442 | — | 35,676(12) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | 54,039 | — | 27,436(5) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/22/2023 | — | — | — | — | — | 15,477(3) | 2,320,621 | — | — | | | 3/22/2023 | 16,077 | 20,674(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 73,502(6) | 48.46 | 3/22/2033 | — | — | — | — | | | 3/14/2024 | — | — | — | — | — | — | — | 43,718(7) | 6,555,002 | | | 3/14/2024 | — | — | — | — | — | 8,743(3) | 1,310,925 | — | — | | | 3/14/2024 | — | 15,353(2) | — | 85.78 | 3/14/2034 | — | — | — | — | | Alex R. Thurman | 10/06/2016 | 40,000 | — | — | 38.68 | 10/06/2026 | — | — | — | — | | | 12/14/2016 | 20,000 | — | — | 33.81 | 12/14/2026 | — | — | — | — | | | 3/15/2017 | 15,000 | — | — | 45.71 | 3/15/2027 | — | — | — | — | | | 4/01/2020 | 6,675 | — | — | 28.78 | 4/01/2030 | — | — | — | — | | | 4/01/2021 | — | — | — | — | — | 626(3) | 93,862 | — | — | | | 3/24/2022 | 32,020 | — | 13,718(5) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | — | — | — | — | — | 9,062(3) | 1,358,756 | — | — | | | 3/22/2023 | — | — | — | — | — | 8,255(3) | 1,237,755 | — | — | | | 3/22/2023 | 8,575 | 11,026(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 39,202(6) | 48.46 | 3/22/2033 | — | — | — | — | | | 4/03/2023 | 8,906 | — | — | 49.51 | 4/03/2033 | — | — | — | — | | | 3/14/2024 | — | 8,700(2) | — | 85.78 | 3/14/2034 | — | — | — | — | | | 3/14/2024 | — | — | — | — | — | 4,955(3) | 742,953 | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | 3/14/2024 | — | — | — | — | — | — | — | 24,773(7) | 3,714,389 | | | 4/01/2024 | — | — | — | — | — | — | — | 6,552(8) | 491,203 | | Tomas Navratil | 10/19/2020 | 4,181 | —(2) | — | 55.00 | 10/19/2030 | — | — | — | — | | | 1/04/2021 | — | — | — | — | — | 3,195(3) | 479,058 | — | — | | | 3/18/2021 | — | — | — | — | — | 975(3) | 146,192 | — | — | | | 3/18/2021 | 8,238 | 550(2) | — | 85.94 | 3/18/2031 | — | — | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 3,896(4) | 584,166 | | | 3/24/2022 | — | — | — | — | — | — | — | 10,786(5) | 1,617,253 | | | 3/24/2022 | — | — | — | — | — | 10,270(3) | 1,539,884 | — | — | | | 3/22/2023 | — | — | — | — | — | — | — | 11,693(6) | 1,753,248 | | | 3/22/2023 | — | — | — | — | — | 17,541(3) | 2,630,098 | — | — | | | 3/14/2024 | | | | | | 11,075(3) | 1,660,586 | | | | | 3/14/2024 | | | | | | | | 27,688(7) | 4,151,464 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) The reported value of these stock awards is based upon a stock price of $149.94, which was the closing market price of the Company’s common stock on December 31, 2024, the last trading day of the Company’s 2024 fiscal year. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) These options vest over four years from the grant date, with 25% vesting on the one-year anniversary of the grant date and the remaining amount vesting in equal monthly installments over the following 36 months. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) This stock award vests over four years, with 25% vesting annually on each anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) The reported grants are awards of PRSUs granted in 2021 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2024, 150% of the target awards have been earned. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) The reported grants are awards of performance-based stock options and PRSUs granted in 2022 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of performance-based stock options and PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2024, 185% of the target awards have been earned. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) The reported grants are awards of performance-based stock options and PRSUs granted in 2023 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of performance-based stock options and PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2024, none of the target awards have been earned. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) The reported grants are awards of PRSUs granted in 2024 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2024, one-third of the target awards have been earned. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) These RSUs were granted to Messrs. Burns and Thurman pursuant to each of their elections to receive all of their 2024 annual cash bonus in the form of RSUs rather than in the form of a cash payment. They will vest on first anniversary of the grant date, in an amount determined by the achievement of the Company under its executive bonus plan, as determined by the CNG Committee, and are subject to adjustment for underachievement and overachievement up to a maximum of 200% of the target. The number of RSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible under the executive bonus plan. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (9) These PRSUs were granted to Mr. Burns in connection with the U.S. FDA approval of the Company’s iDose TR product and only vest upon the achievement of pre-determined regulatory, reimbursement, and sales targets over a three-year performance period. The number of PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2024, 50% of the target awards have been earned. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (10) The number of shares reported does not reflect the transfer of the economic interest of a portion of the indicated stock option and RSU awards to Mr. Gilliam’s former spouse pursuant to a domestic relations order, as previously reported in Reports on Form 4 filed with the SEC on May 8, 2019, December 21, 2020 and April 5, 2022. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (11) This stock award was granted to Mr. Gilliam in connection with his promotion to the Company’s President and Chief Operating Officer in 2022, and vests 50% on the third anniversary of the grant date and the remaining 50% on the fourth anniversary of the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (12) These stock options were granted to Mr. Gilliam in connection with his promotion to the Company’s President and Chief Operating Officer in 2022, and only vest upon the achievement of certain pre-determined financial goals over a four-year performance period, with the first three years of the multi-year performance period subject to adjustment for underachievement but not for overachievement. The number of performance-based stock options reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal 2024, the first three year’s financial goals had been met at target and confirmed by the CNG Committee. |
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024 The following table presents information regarding the options exercised by each NEO and the common stock acquired by each NEO upon the vesting of stock awards during fiscal year 2024.
Option Exercises and Stock Vested in Fiscal 2024
| | Option Awards | | Stock Awards | | | | Number of | | Number | | | | shares | | of shares | Value | | | acquired on | Value realized | acquired | realized | | | exercise | on exercise | vesting on | on vesting | | Name | (#) | ($) | (#) | ($) | | Thomas W. Burns | 155,115 | 11,168,906 | 50,196 | 5,241,447 | | Joseph E. Gilliam(1) | 263,073 | 14,632,539 | 22,373 | 2,089,514 | | Alex R. Thurman | — | — | 9,800 | 877,138 | | Tomas Navratil | — | — | 24,031 | 2,338,918 |
Option Exercises and Stock Vested in Fiscal 2024
| (1) The number of shares acquired on exercise and on vesting reported do not reflect the transfer of the economic interest of a portion of the underlying stock option and RSU awards to Mr. Gilliam’s former spouse pursuant to a domestic relations order, as previously reported in Reports on Form 4 filed with the SEC on May 8, 2019, December 21, 2020 and April 5, 2022. |
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans The following table presents information regarding our nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for NEOs for 2024.
Nonqualified Deferred Compensation Plans
| | | Registrant | Aggregate | | Aggregate | | | Executive | Contributions | Earnings (Loss) | Aggregate | Balance at | | | Contributions in | in Last | in Last Fiscal | Withdrawals/ | Last Fiscal | | | Last Fiscal Year | Fiscal Year | Year | Distributions | Year-End | | Name | ($)(1) | ($) | ($)(1) | ($) | ($)(1) | | Thomas W. Burns | 633,000 | — | 946,205 | — | 7,937,239 | | Joseph E. Gilliam | — | — | — | — | — | | Alex R. Thurman | — | — | — | — | — | | Tomas Navratil | — | — | — | — | — |
Nonqualified Deferred Compensation Plans
Our Deferred Compensation Plan permits our management or highly compensated employees, including all of our NEOs, to elect to defer up to 80% of each of their base salary, annual cash incentive bonus and annual performance-based compensation pursuant to the terms of the Deferred Compensation Plan. Amounts deferred under the Deferred Compensation Plan will be credited (or debited) with an investment return determined as if the deferred amounts were invested in one or more investment funds selected by the participating employee from those funds made available under the Deferred Compensation Plan. These investment funds made available under the Deferred Compensation Plan are chosen by the delegates of the CNG Committee and include numerous asset classes including funds from Fixed Income to International Equity. Participants also have the option to select asset allocation portfolios that range from Conservative to Aggressive. The Company may also make discretionary credits to the accounts of participating employees under the Deferred Compensation Plan, which employer credits may or may not be subject to a vesting schedule. Amounts deferred under the Deferred Compensation Plan will become payable upon a participating employee’s separation from service with the Company, death, disability, a specified in-service distribution date or a change in control of the Company, in each case as elected by the participating employee in accordance with the terms of the Deferred Compensation Plan. Amounts payable under the Deferred Compensation Plan may be paid to the participating employee in either a lump-sum or in annual installments to be paid over a period of up to ten years, in each case as elected by the participating employee in accordance with the terms of the Deferred Compensation Plan. Investment elections made for each plan year may not be revoked, changed or modified except as permitted under the Deferred Compensation Plan, and subject to applicable law. No actual investments will be held in the participants’ accounts and participants will at all times remain general unsecured creditors of the Company with respect to their account balances. The Deferred Compensation Plan is intended to comply with the requirements of Section 409A of the Code.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We have entered into executive severance and change in control agreements with our senior management employees, including our four executive officers, Messrs. Burns, Gilliam, Thurman and Navratil. Pursuant to the terms of the agreements, if any of these executive officers is terminated as a result of (i) an involuntary termination without “cause” or (ii) a resignation for “good reason” (each as defined in the executive severance and change in control agreements), then he will receive an amount equal to 18 months, in the case of Mr. Burns, or 12 months, in the case of Messrs. Gilliam, Thurman or Navratil, of the base salary amount in effect at the time of such termination, paid in a lump sum on the 60th day following the date of such termination. Additionally, each of Messrs. Burns, Gilliam, Thurman and Navratil (and their respective spouses and dependents) will also receive medical and dental benefits provided by us at least equal to the levels of benefits provided to our similarly situated active employees until the earlier of (i) the 18-month anniversary of the date of such termination, with respect to Mr. Burns, or the 12-month anniversary, with respect to our other Named Executive Officers, or (ii) the date that he becomes covered under a subsequent employer’s medical and dental benefits plans. Mr. Burns will also vest in all equity and equity-based awards outstanding on the date of termination, and each of Messrs. Gilliam, Thurman and Navratil will vest in all equity and equity-based awards that would otherwise have vested during the 12 months following the date of such termination. All of the above benefits are subject to the executive’s execution of a general release of claims in our favor. If any of our NEOs is terminated as a result of (i) an involuntary termination without cause or (ii) a resignation for good reason, in either case within three months prior or 12 months following a “change in control” (as defined in the executive severance and change in control agreements), then he will receive an amount equal to the sum of (i) 24 months, in the case of Mr. Burns, or 18 months, in the case of the other NEOs, of the base salary amount in effect at the time of such termination, and (ii) 2 times, in the case of Mr. Burns, or 1.5 times, in the case of the other NEOs, of his target annual bonus for the year in which the change in control occurs, paid in a lump sum on the 60th day following the date of such termination. Each of the NEOs (and his spouse and dependents) will also receive medical and dental benefits provided by us at least equal to the levels of benefits provided to our similarly situated active employees until the earlier of (i) the 24-month anniversary, in the case of Mr. Burns, or the 18-month anniversary, in the case of our other NEOs, of the date of such termination, or (ii) the date that he becomes covered under a subsequent employer’s medical and dental benefits plans. Each of Messrs. Burns, Gilliam, Thurman and Navratil will also vest in all equity and equity-based awards outstanding on the date of termination. All of the above benefits are subject to the executive’s execution of a general release of claims in our favor. For purposes of the agreements, “cause” means a finding that the executive has (i) been convicted of a felony or crime involving moral turpitude; (ii) disclosed trade secrets or confidential information to persons not entitled to receive such information; (iii) engaged in conduct in connection with his employment that has, or could reasonably be expected to result in, material injury to the business or reputation of the Company, including act(s) of fraud, embezzlement, misappropriation and breach of fiduciary duty; (iv) violated our operating and ethics policies in any material way, including those relating to sexual harassment and the disclosure or misuse of confidential information; (v) engaged in willful and continued negligence in the performance of the duties assigned to him, after he has received notice of and failed to cure such negligence; or (vi) breached any material provision of any agreement between the executive and our Company, including any confidentiality agreement. “Good reason” means (i) a substantial and material diminution in the executive’s duties or responsibilities; (ii) a material reduction in his base salary; or (iii) the relocation of his principal place of employment to a location more than 50 miles from the prior location. “Change in control” means (i) the acquisition by a person or group of more than 50% of the voting power of our stock (other than a change resulting from the death of a stockholder or a transaction in which we become a subsidiary of another corporation and, following the transaction, our stockholders prior to the transaction will beneficially own shares entitling such stockholders to more than 50% of the voting power of the parent corporation); (ii) the majority of members of our Board of Directors are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board prior to the date of the appointment or election; or (iii) the consummation of (A) a merger or consolidation with another corporation where our stockholders, immediately prior to the transaction, will not beneficially own, immediately following the transaction, shares entitling such stockholders to more than 50% of the voting power of the surviving corporation; (B) a sale or disposition of all or substantially all of our assets; or (C) our liquidation or dissolution. In the event that any of our NEOs would be subject to the excise tax imposed by Section 4999 of the Code and the net after-tax benefit that he would receive by reducing such payments to the threshold level as determined by Section 280G of the Code is greater than the net after-tax benefit the executive would receive if the full amount of such payments were made, then such payments will be reduced so that such payments do not exceed the threshold level as determined by Section 280G of the Code. The following table provides information concerning the potential termination or change in control payments that would be made to each of our NEOs under the circumstances described above. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential payment to the NEOs, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 31, 2024. In the following table, we use the term “involuntary termination” to refer to a termination by us without cause or by the executive for good reason.
Potential Payments Upon Termination or Change in Control
| | | | | Restricted | | | | | | | Stock Option | Stock Unit | Continuation | | | | Salary | Bonus | Acceleration | Acceleration | of Healthcare | | | | Severance | Severance | Value | Value | Benefits | Total | | | ($) | ($) | ($)(1) | ($)(1) | ($)(2) | ($) | | Thomas W. Burns | | | | | | | | Death or Disability | — | — | 21,125,312 | 15,623,448 | — | 36,748,760 | | Involuntary Termination | 1,200,000 | — | 21,125,312 | 15,623,448 | 37,169 | 37,985,929 | | Involuntary Termination in Connection with a Change in Control | 1,600,000 | 1,600,000 | 21,125,312 | 15,623,448 | 49,558 | 39,998,318 | | Joseph E. Gilliam | | | | | | | | Death or Disability | — | — | 4,714,540 | 13,627,897 | — | 18,342,437 | | Involuntary Termination | 557,000 | — | 246,246 | 3,041,083 | 14,490 | 3,858,819 | | Involuntary Termination in Connection with a Change in Control | 835,500 | 584,850 | 4,714,540 | 13,627,897 | 21,735 | 19,784,522 | | Alex R. Thurman | | | | | | | | Death or Disability | — | — | 3,666,220 | 5,410,285 | — | 9,076,505 | | Involuntary Termination | 442,000 | — | 636,800 | 1,862,555 | 24,779 | 2,966,134 | | Involuntary Termination in Connection with a Change in Control | 663,000 | 397,800 | 3,666,220 | 5,410,285 | 37,169 | 10,174,474 | | Tomas Navratil | | | | | | | | Death or Disability | — | — | 35,200 | 9,869,651 | — | 9,904,851 | | Involuntary Termination | 454,000 | — | 35,200 | 2,686,775 | 24,779 | 3,200,754 | | Involuntary Termination in Connection with a Change in Control | 681,000 | 408,600 | 35,200 | 9,869,651 | 37,169 | 11,031,620 |
Potential Payments Upon Termination or Change in Control
| (1) Based upon the closing price of our common stock ($149.94) on December 31, 2024, which was the last trading day in 2024. The reported value of the performance-based stock options and PRSUs in the case of death or disability or involuntary termination reflects accelerated vesting in 100% of the target amount of such award. |
Potential Payments Upon Termination or Change in Control
| (2) The reported value of these continued medical and dental coverage benefits is an estimate based upon the monthly cost of such benefits to the Company as of December 31, 2024. |