Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On February 7, 2022, Glaukos Corporation ("Glaukos" or the "Company")
announced that Chris M. Calcaterra will step down from his role as the Company's
Chief Operating Officer and will transition to the position of EVP, Global
Commercial Operations, effective April 1, 2022. Effective as of April 1, 2022,
upon his appointment as EVP, Global Commercial Operations, Mr. Calcaterra will
no longer be an "officer" of the Company under Rule 16a-1(f) or an "executive
officer" of the Company under Rule 3b-7 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(c) On February 7, 2022, the Company announced that Joseph E. Gilliam, the
Company's current Chief Financial Officer and Senior Vice President, Corporate
Development, has been appointed as the Company's President and Chief Operating
Officer, which appointment will take effect on April 1, 2022.
Mr. Gilliam, age 46, has served as the Company's Chief Financial Officer and
Senior Vice President, Corporate Development, since May 2017. From 2013 to May
2017, he was a managing director in the healthcare investment banking group at
JPMorgan, where he also led the Glaukos initial public offering for the firm.
From 2000 to 2013, Mr. Gilliam held increasingly responsible positions at
JPMorgan and its predecessor organizations The Beacon Group and Chase Manhattan,
with experience spanning mergers and acquisitions, primary and secondary public
equity offerings, bank lending, bond offerings and other transactions. He
started his career at PricewaterhouseCoopers LLP. Mr. Gilliam currently serves
on the board of directors and the audit committee of Caris Life Sciences. Mr.
Gilliam has a B.S. in accounting from the Kelly School of Business at Indiana
University.
When this appointment becomes effective, Mr. Gilliam's annual base salary will
be increased to $505,000, and he will be eligible for an annual target bonus of
70% of his base salary, based upon achievement of certain Company and personal
performance objectives. Additionally, in connection with his promotion to
President and Chief Operating Officer, Mr. Gilliam will be entitled to receive a
one-time, special promotion equity grant with a grant date value equal to
$3,000,000, consisting of (i) 50% restricted stock units that will vest in two
equal installments on the third and fourth anniversaries of the grant date and
(ii) 50% performance-based options to purchase stock of the Company, with an
exercise price equal to the closing market price on the date of grant, that will
vest based on the achievement of annual revenue growth targets established for a
four-year performance period. Mr. Gilliam is eligible to participate in the
Company's benefit plans that are available to executive officers of the Company
generally.
Additionally, on February 7, 2022, the Company announced that Alex R. Thurman,
the Company's current Vice President, Finance, has been appointed as the
Company's Senior Vice President, Chief Financial Officer, which appointment will
take effect on April 1, 2022. Effective as of April 1, 2022, Mr. Thurman will be
designated an "officer" of the Company under Rule 16a-1(f) and an "executive
officer" of the Company under Rule 3b-7 under the Exchange Act.
Mr. Thurman, age 52, has served as the Company's Vice President, Finance since
December 2016 and as its Vice President, Global Tax & Administration from July
2016 to December 2016. Prior to that, Mr. Thurman held several roles of
increasing responsibility at Allergan, Inc., including Director, U.S. Taxes;
Director, Internal Audit; Senior Director, Corporate Accounting-Mergers &
Acquisitions, Business Development; and Senior Director, Finance - U.S. Facial
Aesthetics Business from 2004 to 2016. He began his career working at two public
accounting firms: Arthur Andersen LLP and Deloitte & Touche LLP. Mr. Thurman
earned both his B.S. in Accounting and a Master of Accountancy in Tax from
Brigham Young University.
When this appointment becomes effective, Mr. Thurman's annual base salary will
be increased to $365,000, and he will be eligible for an annual target bonus of
50% of his base salary, based upon achievement of
certain Company and personal performance objectives. Mr. Thurman is eligible to
participate in the Company's benefit plans that are available to executive
officers of the Company generally.
In connection with his appointment, Mr. Thurman will enter into an Executive
Severance and Change in Control Agreement ("Severance Agreement") with the
Company, to be effective on April 1, 2022. Pursuant to the terms of the
Severance Agreement, if Mr. Thurman is terminated as a result of (i) an
involuntary termination without "cause" or (ii) a resignation for "good reason"
(each as defined in the Severance Agreement), then he will receive an amount
equal to 12 months of his base salary amount in effect at the time of such
termination. Mr. Thurman will also vest in all equity and equity-based awards
that would otherwise have vested during the 12 months following the date of such
termination. If Mr. Thurman 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 Severance Agreement), then he will receive an amount equal to the
sum of (i) 18 months of his base salary amount in effect at the time of such
termination, and (ii) 1.5 times his target annual bonus for the year in which
the change in control occurs. Mr. Thurman will also vest in all equity and
equity-based awards outstanding on the date of termination. In the event of any
such termination, Mr. Thurman (and his spouse and dependents) will also receive
medical and dental benefits provided by the Company at least equal to the levels
of benefits provided to our similarly situated active employees for up to 12
months (or 18 months for a qualifying termination in connection with a change in
control). All of the above benefits are subject to the executive's execution of
a general release of claims in the Company's favor.
Mr. Thurman will also enter into the Company's standard form of Indemnification
Agreement, which was filed as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 5, 2021.
Item 7.01. Regulation FD Disclosure.
The press release issued by the Company announcing the appointments of Messrs.
Gilliam and Thurman is attached to this Current Report on Form 8-K as Exhibit
99.1.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. This information shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release of Glaukos Corporation, dated February 7, 2022 .
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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