GLAUKOS Corp 8-K, filed Feb 7, 2022
GLAUKOS Corp (GKOS)
About this 8-K
GLAUKOS Corp filed this 8-K on February 7, 2022, reporting on events of February 4, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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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. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLAUKOS CORPORATION | |
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| By: | /s/ Thomas W. Burns |
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| Name: Thomas W. Burns |
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| Title: President and Chief Executive Officer |
Date: February 7, 2022
FOR IMMEDIATE RELEASE
Media Contact:
Cassandra Dump
(619) 971-1887
Cassy@pascalecommunications.com
Investor Contact:
Chris Lewis
Vice President, Investor Relations & Corporate Affairs
(949) 481-0510
clewis@glaukos.com
Glaukos Announces Executive Leadership Changes
San Clemente, CA – February 7, 2022 – Glaukos Corporation (NYSE: GKOS), an ophthalmic medical technology and pharmaceutical company focused on novel therapies for the treatment of glaucoma, corneal disorders and retinal diseases, today announced several executive leadership changes to support the company’s future growth and strategic plans. The following executive changes will become effective on April 1, 2022:
| ● | Joseph Gilliam will assume the new role of President and Chief Operating Officer. Mr. Gilliam has served as Chief Financial Officer and Senior Vice President, Corporate Development since joining Glaukos in May 2017 from J.P. Morgan. |
| ● | Chris Calcaterra will assume the new role of Executive Vice President, Global Commercial Operations. Mr. Calcaterra joined Glaukos in April 2008 as Chief Commercial Officer and has served as Chief Operating Officer since February 2017. |
| ● | Alex Thurman will succeed Mr. Gilliam to become Senior Vice President, Chief Financial Officer. Mr. Thurman joined Glaukos as Vice President, Global Tax Administration in July 2016 from Allergan and has served as Vice President, Finance since December 2016. |
| ● | Tomas Navratil, Ph.D., will assume the new role of Chief Development Officer. Dr. Navratil has served as Senior Vice President, Research and Development since joining Glaukos in October 2020. |
“On behalf of the entire Glaukos organization, I am delighted to congratulate Joe, Alex and Tomas on these well-deserved promotions and pledge our full support to them in their new roles that bring expanded leadership responsibilities in alignment with our long-term strategic objectives. I am confident these outstanding and proven leaders will continue to successfully drive Glaukos forward in the next phase of our pioneering journey and help further advance our mission to transform the treatment of chronic eye diseases for the benefit of patients worldwide,” said Thomas Burns, Glaukos Chairman and CEO. “At the same time, I want to extend my sincere congratulations to my friend and colleague Chris Calcaterra on his requested transition into his new role. Chris has been instrumental in the growth and development of Glaukos since joining our management team nearly fourteen years ago. I am confident he will continue to play an integral role in our success in his new
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position that will provide Chris with the opportunity to step back from his day-to-day administrative responsibilities and spend more time with his family, while continuing to focus on our global commercialization operations, his deep customer relationships built over the past 35 years and ongoing strategic counsel to our executive and commercial leadership teams.”
Mr. Gilliam joined Glaukos in May 2017 as Chief Financial Officer and Senior Vice President, Corporate Development, and has been instrumental in the growth and development of the company’s finance and business development activities, including leading the company’s financial and information technology disciplines, corporate strategy and business development activities to secure new technologies and businesses, transition to its new ERP system, while also more recently serving as head of quality and regulatory affairs. In his new role, Mr. Gilliam will assume responsibility of Glaukos’ global commercial functions while continuing to manage quality, corporate strategy and business development, information technology and investor relations. Prior to Glaukos, Mr. Gilliam had nearly 20 years of experience across capital markets, strategic advisory, finance and banking services primarily within the medical technology, diagnostics and biotechnology sectors as a managing director in healthcare investment banking at J.P. Morgan. Mr. Gilliam has a B.S. in Accounting from the Kelly School of Business at Indiana University.
Mr. Calcaterra joined Glaukos in April 2008 as Chief Commercial Officer and has served as Chief Operating Officer since February 2017. Under his leadership, Glaukos has successfully built a best-in-class commercial organization and significantly expanded its direct sales infrastructure into 17 countries. Mr. Calcaterra has more than 25 years of experience in the ophthalmic medical technology industry. Prior to joining Glaukos, he was a senior vice president responsible for the cataract business at Advanced Medical Optics, Inc. (AMO). Mr. Calcaterra previously held increasingly responsible leadership positions in a variety of sales and marketing roles at AMO, as well as AMO’s predecessor surgical division business at Allergan, Inc. Mr. Calcaterra has a B.S. in Marketing from Miami University and an M.B.A. from Xavier University.
Mr. Thurman joined Glaukos in July 2016 as Vice President, Global Tax and Administration and has served as Vice President, Finance since December 2016. He has been instrumental in building out the company’s finance organization by overseeing significant growth of the finance team, navigating the transition to SOX compliance, instituting the financial infrastructure to serve 16 new international direct sales markets and leading the integration of the company’s new ERP system from a financial perspective. In his expanded role, Mr. Thurman will assume responsibility for Glaukos’ entire accounting, financial planning and internal audit functions and become a member of Glaukos’ senior leadership team. Prior to Glaukos, he held increasingly responsible financial leadership positions over 20 years at Allergan, Inc., Deloitte and Arthur Andersen LLP. Mr. Thurman has a B.S. in Accounting and Master of Accountancy in Tax from Brigham Young University and received a CPA license (inactive) from the state of California.
Dr. Navratil joined Glaukos in October 2020 as Senior Vice President, Research & Development, and has been instrumental in building out and formalizing the company’s R&D, clinical and regulatory processes and teams. He has nearly 20 years of experience in ophthalmic drug and medical device R&D and regulatory affairs. Prior to joining Glaukos, Dr. Navratil served in several leadership positions at the Nicox group, including general manager of Nicox Ophthalmics, Inc. and executive vice president and global head of R&D for Nicox S.A. Prior to joining Nicox, he held increasingly
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responsible leadership positions at Envisia Therapeutics, Parion Sciences and Inspire Pharmaceuticals. He has been issued multiple patents and authored publications on ocular and pulmonary drug delivery and product development. Dr. Navratil was a Morehead Scholar and received his B.S. and Ph.D. in Chemistry from the University of North Carolina at Chapel Hill.
About Glaukos
Glaukos (www.glaukos.com) is an ophthalmic medical technology and pharmaceutical company focused on novel therapies for the treatment of glaucoma, corneal disorders and retinal diseases. The company pioneered Micro-Invasive Glaucoma Surgery, or MIGS, to revolutionize the traditional glaucoma treatment and management paradigm. Glaukos launched the iStent®, its first MIGS device, in the United States in 2012, its next-generation iStent inject® device in the United States in 2018, and most recently, the iStent inject W device in 2020. In corneal health, Glaukos’ proprietary suite of single-use, bio-activated pharmaceuticals are designed to strengthen, stabilize and reshape the cornea through a process called corneal collagen cross-linking to treat corneal ectatic disorders and correct refractive conditions. Glaukos is leveraging its platform technology to build a comprehensive and proprietary portfolio of micro-scale surgical and pharmaceutical therapies in glaucoma, corneal health and retinal disease.
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