GLAUKOS CORP (GKOS)
Sector: Health Care
2026 Annual Meeting Analysis
GLAUKOS CORP · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Ms. Torres joined the board in 2021 (within the 24-month exemption window for the TSR trigger does not apply here as she joined more than 24 months ago, but GKOS 3-year TSR of +156.3% outperforms the peer group median by +159.0pp, well above the 65pp threshold for strong-positive TSR, so no TSR trigger fires), holds one current public board seat (Celldex), has no attendance issues, and brings extensive pharma and medical device executive experience relevant to Glaukos.
Ms. Weisner has served since 2014, holds one current public board seat (Lensar), attended 100% of meetings in 2025, and GKOS 3-year TSR of +156.3% outperforms the peer group median by +159.0pp, far exceeding the 65pp strong-positive threshold needed to trigger a vote against, so no TSR concern applies.
Both Class II director nominees pass all policy screens: no overboarding, perfect attendance, strong relevant qualifications, and GKOS's 3-year total shareholder return of +156.3% outperforms the disclosed compensation peer group median by +159.0 percentage points — well above the 65-point threshold required to trigger concern under the strong-positive TSR tier, benchmarked against IHI (iShares US Medical Devices ETF) and the company's own peer group.
Say on Pay
✓ FORCEO
Thomas W. Burns
Total Comp
$12,034,087
Prior Support
97.7%%
CEO Thomas W. Burns received total compensation of approximately $12.0 million in 2025, which is within a reasonable range for a CEO at a $7.1 billion medical device company given the strong revenue growth of 32% and significant stock price outperformance — GKOS's 3-year return of +156.3% trounces both the IHI (iShares US Medical Devices ETF) benchmark by +159.1 percentage points and the disclosed peer group median by +159.0 percentage points. The pay structure is sound: 93% of CEO target compensation is variable and at-risk, 50% of long-term equity awards are performance-based with multi-year goals tied to revenue growth and pipeline milestones, bonuses are formulaic with a 200% cap and no discretionary adjustments, and the company maintains a clawback policy. The prior Say on Pay vote received 97.7% support, indicating strong shareholder endorsement of the compensation program.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a $7.1 billion market cap company. The proxy filing does not disclose the auditor fee table or EY's tenure in the text provided, so the non-audit fee ratio trigger and tenure trigger cannot be confirmed as firing; per policy, absent confirmed fee data or tenure data, the default vote is FOR. No material financial restatements are disclosed.
Overall Assessment
The 2026 Glaukos annual meeting presents three standard proposals: election of two Class II directors, advisory Say on Pay vote, and auditor ratification. All three proposals receive a FOR vote determination — the company's exceptional 3-year total shareholder return of +156.3% far exceeds its peer group and the IHI (iShares US Medical Devices ETF) benchmark, executive pay is heavily performance-linked with 93% of CEO compensation at-risk, and no governance red flags were identified across the board slate or auditor relationship.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing