Proxy Statement - Form DEF 14A

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

SCHEDULE 14A

​

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

​

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

​

​

​

​

​

​

Table of Contents

​

​

​

​

​

​

​

​

​

Table of Contents

​

​

​

​

​

​

​

​

​

Table of Contents

​

​

​

​

Glaukos Corporation | 2024 Proxy Statement| i

Table of Contents

​

​

​

​

2| 2024 Proxy Statement |Glaukos Corporation

Table of Contents

​

​

​

This Proxy Statement contains "forward-looking statements" within the meaning of federal securities laws. All statements other than statements of historical facts included in this Proxy Statement that address activities, events, goals or developments that we expect, believe or anticipate will or may occur in the future, or that relate to our intentions or objectives for the future, are forward-looking statements. These statements are based on management's current expectations, assumptions, estimates and beliefs. Although we believe that we have a reasonable basis for forward-looking statements contained herein, we caution you that they are based on current expectations about future events affecting us and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that may cause our actual results to differ materially from those expressed or implied by forward-looking statements in this Proxy Statement. These potential risks and uncertainties that could cause actual results to differ materially from those described in forward-looking statements include, without limitation, uncertainties regarding the impact of the COVID-19 pandemic or other future public health crises on our business; the impact of general macroeconomic conditions including foreign currency fluctuations; the reduced physician fee and ASC facility fee reimbursement rate finalized by CMS for 2022 and 2023 for procedures utilizing our iStent family of products and its impact on our U.S. combo-cataract glaucoma revenue; our ability to continue to generate sales of our commercialized products and develop and commercialize additional products; our dependence on a limited number of third-party suppliers, some of which are single-source, for components of our products; the occurrence of a crippling accident, natural disaster, or other disruption at our primary facility, which may materially affect our manufacturing capacity and operations; securing or maintaining adequate coverage or reimbursement by third-party payors for procedures using the iStent, the iStent inject W, iAccess, iPRIME, iStent infinite, the iDose TR, our corneal cross-linking products or other products in development; our ability to properly train, and gain acceptance and trust from ophthalmic surgeons in the use of our products; our ability to compete effectively in the medical device industry, and against current and future technologies (including MIGS technologies); our compliance with federal, state and foreign laws and regulations for the approval and sale and marketing of our products and of our manufacturing processes; the lengthy and expensive clinical trial process and the uncertainty of timing and outcomes from any particular clinical trial or regulatory approval processes; the risk of recalls or serious safety issues with our products and the uncertainty of patient outcomes; our ability to protect, and the expense and time-consuming nature of protecting our intellectual property against third parties and competitors and the impact of any claims against us for infringement or misappropriation of third party intellectual property rights and any related litigation; our ability to achieve our environmental, social and governance goals; and our ability to service our indebtedness. These and other known risks, uncertainties and factors are described in detail under the caption "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on February 23, 2024. Our filings with the Securities and Exchange Commission are available in the Investor Section of our website at www.glaukos.com or at www.sec.gov. In addition, information about the risks and benefits of our products is available on our website at www.glaukos.com. All forward-looking statements in this Proxy Statement are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on the forward-looking statements in this Proxy Statement, which speak only as of the date of this Proxy Statement. We do not undertake any obligation to update, amend or clarify these forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.

​

References to our website through this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.

​

​

​

​

Glaukos Corporation | 2024 Proxy Statement | 3

Table of Contents

​

​

​

Voting Matters

This summary highlights information contained within this Proxy Statement. You should read the entire Proxy Statement carefully and consider all information before voting. Page references are supplied to help you find further information in this Proxy Statement.

​

​

​

​

​

​

​

​

4| 2024 Proxy Statement |Glaukos Corporation

Table of Contents

​

​

​

​

Committee Member

​

​

​

​

​

Glaukos Corporation | 2024 Proxy Statement | 5

Table of Contents

​

​

​

​

​

​

​

​

​

​

6| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

​

​

​

​

Compensation Best Practices

​

​

​

Glaukos Corporation | 2024 Proxy Statement | 7

Table of Contents

​

​

​

​

Our Board of Directors ("Board" or "Board of Directors") is currently comprised of eight directors. Under our Certificate of Incorporation, our Board of Directors is divided into three classes, each serving a staggered three-year term and with one class being elected at each year's annual meeting of stockholders as follows:

Upon the recommendation of the Compensation, Nominating and Governance Committee (the "CNG Committee"), the Board of Directors has nominated Thomas W. Burns, Marc A. Stapley and Leana S. Wen, M.D. for election to our Board of Directors as Class III directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. Mr. Burns, Mr. Stapley and Dr. Wen were each previously elected to the Board by our stockholders at our 2021 annual meeting of stockholders. Proxies may only be voted for the three Class III directors nominated for election at the Annual Meeting.

Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors on the Board.

Director Nominees

Following is the biographical information for each of our director nominees and continuing directors. The information below is provided as of April 16, 2024. 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.

​

8| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

Nominees for Election as Class III Directors at the Annual Meeting

​

​

​

Glaukos Corporation | 2024 Proxy Statement | 9

Table of Contents

​

​

​

​

10| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

​

All Other Continuing Directors

​

​

​

​

Glaukos Corporation | 2024 Proxy Statement | 11

Table of Contents

​

​

​

12| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

​

​

​

Glaukos Corporation | 2024 Proxy Statement | 13

Table of Contents

​

​

​

​

​

​

14| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

Board Skill Matrix

Each of our directors' specific skills and experiences are included in the table below and described more fully in their individual biographies. Even though a particular skill may not be indicated below, our directors often have some level of experience in each of the areas listed.

​

​

Glaukos Corporation | 2024 Proxy Statement | 15

Table of Contents

​

Board Attributes

​

​

16| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

​

​

The following table sets forth the compensation paid to our non-employee directors for the year ended December 31, 2023.

​

​

​

​

We reimburse our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our Board of Directors and committees of our Board of Directors. We do not pay cash or equity compensation to our employee directors other than in their capacity as employees.

In December 2017, our Board of Directors initially approved a non-employee director compensation program which was most recently updated in March 2024. The current terms of our director compensation program are described below.

Glaukos Corporation | 2024 Proxy Statement | 17

Table of Contents

​

Director Compensation Program

Cash Compensation

All non-employee directors are entitled to receive an annual $50,000 retainer for service as a Board member and an annual $10,000 retainer for each committee on which they serve as a member. In addition, non-employee directors are entitled to receive the following additional cash compensation for their services as Lead Independent Director of our Board or chairperson of our Board committees:

All cash payments to non-employee directors are paid quarterly in arrears and pro-rated for directors who join or leave the board mid-year.

Equity Compensation

All non-employee directors are entitled to receive the following equity compensation for their services:

Annual grant amounts will be pro-rated for directors who join the Board mid-year. Stock options were added to the annual director grant to align with the compensation practices of industry peer companies, where non-employee directors receive a combination of RSUs and options.

On June 1, 2023, the Board of Directors made a grant of 3,230 RSUs under our 2015 Omnibus Incentive Compensation Plan to each of our then-serving independent directors. All of these RSUs will vest in full in the following year in accordance with our director compensation program terms.

The Board of Directors also has adopted an equity election for non-employee directors with respect to their annual retainer fees. Under this election program, non-employee directors have the right to elect to receive their annual retainers and any additional committee- or chairmanship-related annual retainers for a calendar year in the form of elective RSUs in lieu of cash, which RSUs would be granted on the first business day of the calendar year and valued as of that date. To provide additional incentive for the non-employee directors to elect equity, there is a 15% premium component to the conversion from the dollar amount of the retainers to the number of RSUs granted. Any elective RSUs will vest in one installment on the first anniversary of the grant date, subject to the director's continued service. All of our directors elected to receive RSUs in lieu of cash with respect to their 2023 annual retainers.

Stock Ownership Policy Applicable to Directors

Our directors are also subject to a Stock Ownership Policy that requires each of our non-employee directors to own shares of our common stock having a value equal to at least six times his or her annual retainer (excluding additional retainers for committee members and chairpersons). Shares subject to stock options and unvested performance-based RSUs ("PRSUs") are not considered owned by the director for purposes of this Policy. This Policy went into effect on January 1, 2019, and each director is required to meet the minimum stock ownership requirement by the later of January 1, 2024, or five years after the date a person is appointed as a director of the Company. If a non-employee director has not satisfied the minimum stock ownership level, such director is required to retain 50% of the shares received as a result of the exercise, vesting or payment of any Company equity awards, after payment of any applicable exercise price or satisfaction of any applicable withholding tax obligations. The initial minimum stock ownership level of each director was determined on January 1, 2019, and was most recently re-determined as of January 1, 2024, based upon the average daily closing price of the Company's common stock as reported by the NYSE for the 12-months ended December 31, 2023. The minimum stock ownership level will be re-determined every third anniversary of the last calculation, as well as upon a change in annual retainer. Each of our directors who was required to be in compliance with the Stock Ownership Policy as of January 1, 2024 is in compliance with the minimum stock ownership thresholds.

18| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

Policy on Pledging and Hedging of Company Shares

As further described in the section titled "Corporate Governance-Policy on Pledging and Hedging of Company Shares," our Board of Directors has adopted anti-pledging and anti-hedging policies that prohibit members of the Board of Directors from pledging Glaukos securities or engaging in hedging transactions.

Glaukos Corporation | 2024 Proxy Statement | 19

Table of Contents

​

​

Corporate Governance Guidelines

Our Board of Directors, on the recommendation of the CNG Committee, has adopted Corporate Governance Guidelines to assist the Board in the discharge of its duties and to set forth the Board of Directors' current views with respect to selected corporate governance matters considered significant to our stockholders. Our Corporate Governance Guidelines direct our Board's actions with respect to, among other things, our Board composition and director qualifications, responsibilities of directors, including our Lead Independent Director, director compensation, director capacity, director orientation and continuing education, succession planning and the Board's annual performance evaluation. A current copy of our Corporate Governance Guidelines is available under "Corporate Governance" on our website at http://investors.glaukos.com.

Stockholder Engagement and Responsiveness

Since our initial public offering ("IPO") in 2015, we have conducted annual outreach to our stockholders to build relationships, discuss our corporate governance structure and executive compensation policies, and receive valuable feedback on matters that are important to them.

At our 2023 Annual Meeting of Stockholders ("2023 Annual Meeting"), our stockholders approved, by a non-binding, advisory vote, the compensation of our named executive officers. This ballot item, known as a "say-on-pay" proposal, passed with 91% of the votes cast. Following the 2023 Annual Meeting, we engaged with our stockholders regarding our executive compensation policies, sustainability efforts, and corporate governance principles. We contacted holders of more than 70% of our outstanding stock (excluding officers and directors of the Company), and members of our management team spoke with, or received confirmation that no substantive engagement was required from, stockholders collectively owning approximately 64% of our outstanding stock (excluding officers and directors of the Company). These holders included all of our top 10 stockholders. Mr. Foley, chair of the CNG Committee and our Lead Independent Director, joined several of these calls with our top stockholders. Our Board of Directors, including all members of the CNG Committee, was provided a full report of stockholder feedback from this stockholder engagement.

Consistent with the feedback received in prior years, the stockholders with whom we spoke generally expressed broad support for our governance practices. The majority of these stockholders understood the importance of having certain governance protections, such as a classified Board and supermajority requirements to amend our governing documents, since we are a company that still has significant potential future stockholder value tied to the long-term commercialization process for our recently-approved product, the iDose TR, which has just begun, and our deep product pipeline, while recognizing that the Board would appropriately evaluate any fair and legitimate offer from a prospective buyer with a view toward maximizing stockholder value. Our Board of Directors reviews corporate governance provisions at least annually, and will consider appropriate changes as the Company matures, including potentially sunsetting the classified Board structure. The Company will continue to engage with our stockholders and will regularly review the Company's current corporate governance structure to ensure it aligns the interest of the Company with its stockholders.

Our stockholders also conveyed broad general support for our executive compensation program, stating their hope that the Company will continue, and potentially expand, its use of multi-year performance equity grants and connect executive compensation to the successful commercialization of our most recently-approved product, the iDose TR. Our stockholders also noted their appreciation of the continued visibility into our pipeline product advancement and achievements.

Notably, most stockholders expressed support for the continuing advancement of the Company's sustainability program. Several stockholders shared their appreciation that our Sustainability Council, consisting of representatives from various functional areas within the Company, focuses on topics that are material to the Company and our stakeholders, comprised of employees, customers, suppliers and investors, setting goals and targets in those areas that will have the most impact on the Company's financial health and enhance its long-term value. Several stockholders shared favorable opinions of our efforts to make meaningful reductions in our waste footprint by evaluating methods to reduce or eliminate packaging waste, and expressed interest in understanding more about the Company's efforts to expand patient access to our products.

20| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

In response to stockholder feedback, the CNG Committee and Board responded by taking the following actions in the past year:

The Company and the CNG Committee listen to the input we receive from our stockholders, with the intention of responding to that input in an appropriate and thoughtful manner that considers the Company's stage in its development cycle and its needs from a leadership and operational perspective. We believe we have responded appropriately to the feedback received from stockholders through these outreach campaigns. We intend to continue the dialogue with our stockholders on these and other matters to ensure the Board of Directors is apprised of their views and governance and compensation best practices more broadly. In addition, our Board of Directors regularly reviews the Company's corporate governance structure to ensure it continues to align the interest of the Company with its stockholders, and will consider appropriate governance changes as the Company continues to mature.

Glaukos Corporation | 2024 Proxy Statement | 21

Table of Contents

​

Director Independence

Under the rules of the New York Stock Exchange (the "NYSE") and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board of Directors. Under the NYSE rules, a director will only qualify as an "independent director" if our Board of Directors affirmatively determines that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us).

Our Board of Directors reviewed its composition and the independence of our directors and considered whether any director has a material relationship with us that could interfere with his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of Mr. Foley, Mr. Hoffmeister, Dr. Kliman, Mr. Stapley, Ms. Torres, Ms. Weisner and Dr. Wen is "independent" as that term is defined under the rules of the NYSE. Mr. Burns is not an independent director as a result of his position as our Chief Executive Officer.

In making these determinations, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining independence. There are no family relationships between or among any of our executive officers or directors.

Board Leadership Structure

We have no policy requiring either that the positions of the Chairperson of the Board and our Chief Executive Officer be separate or that they be occupied by the same individual. Our Board of Directors believes that it is important to retain flexibility to allocate the responsibilities of the offices of the Chairperson of the Board and Chief Executive Officer in a way that is in our best interests and the best interests of our stockholders at the time it elects a new Chief Executive Officer or Chairperson of the Board, or at other times when consideration is warranted by circumstances. As part of its succession planning oversight, when the former Chairman of our Board resigned, our Board considered the experience and industry knowledge of our CEO, Thomas W. Burns, and appointed him Chairman of the Board in December 2021.

Pursuant to our Corporate Governance Guidelines, in the event the Chairperson of the Board is not an independent director, the independent directors will annually appoint from amongst themselves a Lead Independent Director with such responsibilities as the Board shall determine from time to time. If appointed, the Lead Independent Director has the following responsibilities:

Because our Chairman, Mr. Burns, is not an independent director, the independent members of the Board appointed Mr. Mark J. Foley, who has served on our Board since 2014, as Lead Independent Director in December 2021. Mr. Foley, who is also the Chair of our CNG Committee, annually participates in calls with our top stockholders to explain our corporate governance structure and receive valuable feedback on the matters that are important to them. We believe the combined Chairman and CEO leadership role along with a Lead Independent Director enhances our Board's ability to provide insight and direction on important strategic initiatives and, at the same time, promotes effective and independent oversight of management and our business.

The Board's Role in Risk Oversight

Our Board of Directors, as a whole and through its committees, serves an active role in overseeing the management of risks related to our business. Our officers are responsible for day-to-day risk management activities. The full Board monitors risks through regular reports from each of the committee chairs, and is apprised of particular risk management issues in connection with its general oversight and approval of corporate matters. The Board and its committees oversee

22| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

risks associated with their respective areas of responsibility, as summarized below. Each committee meets with key management personnel and representatives of outside advisers regularly and as required.

The Board, through its Audit Committee, also oversees the Company's enterprise risk management program, which is administered by the Company's legal and internal audit functions and facilitates the process of reviewing key external, strategic, operational and financial risks, including compliance risks and risks from cybersecurity threats, as well as monitoring the effectiveness of the Company's risk mitigation efforts. The Audit Committee receives reports of the primary risks to the Company, as identified by senior management, and the Company's mitigation plans related to these risks at least twice a year. As part of this risk management process, senior leaders conduct an evaluation twice per year of the severity of these identified risks and any changes to this risk level or the Company's mitigation efforts since the last update provided to the Audit Committee. The severity of risks is measured based upon the potential adverse impact that could result, the immediacy of the threat, and the availability of mitigating factors, among other elements. Management may consult with outside consultants, such as legal counsel or cybersecurity advisors, in assessing risks to the Company and developing mitigation plans, and both the Audit Committee and the Board regularly receive reports from such outside experts in response to emerging or higher risk areas.

​

Glaukos Corporation | 2024 Proxy Statement | 23

Table of Contents

​

Executive Compensation Risk

The CNG Committee identifies and considers risks related to our executive compensation, including during its review and approval of our executive compensation program. Our compensation programs are designed to reward our named executive officers and other employees for the achievement of our corporate strategies, business objectives and the creation of long-term value for stockholders, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking, including through the application of caps on bonus program overachievement, peer group company data, reasonable severance benefits, limited perquisites, and our clawback and stock ownership policies. The CNG Committee has concluded that the current executive compensation program does not encourage inappropriate or excessive risk-taking. In making its determination, the CNG Committee noted that each executive officer's direct compensation under our executive compensation program consists primarily of a fixed base salary, an annual incentive bonus opportunity and long-term equity incentive awards. Annual incentive bonuses are balanced with long-term equity incentives, which are subject to multi-year vesting schedules or only vest upon the achievement of strategic performance objectives.

Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore the Board's leadership structure, as described under "Board Leadership Structure" above, was not affected by risk oversight considerations.

Committees of the Board of Directors

The Board has two standing committees: the Audit Committee and the Compensation, Nominating and Corporate Governance Committee. The written charters of these committees are available under "Corporate Governance" on our website at http://investors.glaukos.com. Additionally, the Board has formed an Equity Awards Committee, comprised of Mr. Burns, our Chairman and Chief Executive Officer, to approve equity grants to employees other than our senior leadership team, so long as such grants are within the guidelines established by our CNG Committee on an annual basis, and meet certain other limitations described in the Equity Awards Committee charter.

​

​

​

​

24| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

Audit Committee

Our Board of Directors determined that Mr. Hoffmeister, Mr. Stapley, Ms. Weisner and Dr. Wen, who comprise our Audit Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the NYSE. Additionally, our Board of Directors has determined that each of Mr. Stapley and Mr. Hoffmeister is an "audit committee financial expert" as defined by applicable SEC rules.

​

The Company has a full-time internal audit function that reports to the Audit Committee and the Chief Financial Officer, and is responsible for, among other things, reviewing and evaluating the adequacy, effectiveness and quality of the Company's system of internal controls. The Audit Committee engages, terminates, determines compensation for, and oversees the independent registered public accounting firm, reviews the scope of the audit by the independent registered public accounting firm and inquiries into the effectiveness of the Company's accounting and internal control functions. The Audit Committee also approves or ratifies any related person transactions, as described under "Transactions with Related Persons" below.

In addition to overseeing our internal controls over financial reporting and the work of our independent registered public accounting firm, the Audit Committee, which is comprised solely of independent directors, also monitors our enterprise risk assessment and management efforts. The Audit Committee receives quarterly reports from management regarding operational risks facing our Company, including risks related to manufacturing, facilities and accounting. The Audit Committee also receives quarterly reports regarding our compliance with laws and regulations from our Chief Compliance Officer, who chairs the Company's Compliance Committee and reports to the Audit Committee Chair. The Company's Compliance Committee is comprised of senior representatives from our legal, commercial, operations, finance, human resources, and internal audit functions.

Additionally, the Audit Committee oversees the management of information and cybersecurity risk. Cybersecurity risk is a material component of our enterprise risk management program. We recognize the importance of maintaining the security of our information assets and the privacy of our employees, partners, customers and patients, and devote significant attention to information and cybersecurity controls and protections. While the Audit Committee reviews and oversees the Company's information security efforts, senior leadership is responsible for the day-to-day management of cybersecurity risk and the design and implementation of policies, processes and procedures to identify and mitigate this risk. We compare our Information Security Program with industry standards including the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and ISO 27001, and we are working toward formal alignment with NIST standards by 2025. At least twice a year, the Audit Committee receives a report from the head of Information Technology of our cybersecurity threat risk management and mitigation strategy covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and potentially material cybersecurity threat risks or incidents, as well as the steps management has taken to respond to such risks. Two members of our Board, including one member of the Audit Committee, have earned cybersecurity certifications to help them identify cybersecurity threats and oversee management's efforts to manage and mitigate them.

We also maintain written incident response and security policies that seek to ensure we are protected and ready to respond should a security incident occur. Incidents are investigated and analyzed for potential impact. If impact is

Glaukos Corporation | 2024 Proxy Statement | 25

Table of Contents

​

present, the appropriate departments, key employees, and executive management team members are notified as part of the incident response process. Our incident response plan coordinates the activities we would take to respond to and recover from cybersecurity incidents, which include processes to triage, assess severity of, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate potential liability and reputational damage. If appropriate, incidents may be reported to senior management, the Audit Committee or the full Board.

Company personnel also undergo information security awareness testing and annual training. Employees who fail our internal phishing tests are required to complete additional training. External parties, including cybersecurity firms, have assessed our information and cybersecurity program. We use these findings, along with employee testing results, to analyze the effectiveness of our program and to identify opportunities to address and remedy any residual information and cybersecurity risks. In addition, we maintain cyber insurance to provide coverage in the event of a data breach incident.

Compensation, Nominating and Governance Committee

Our Board of Directors determined that Mr. Foley, Dr. Kliman, Mr. Stapley and Ms. Torres, who comprise our CNG Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the NYSE. In making its independence determination for each member of the CNG Committee, our Board of Directors considered whether the director has a relationship with the Company that is material to the director's ability to be independent from management in connection with the duties of a compensation committee member.

​

The CNG Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. In 2020, the Board formed the Equity Awards Committee, comprised of Mr. Burns, our Chief Executive Officer, to approve equity grants to employees other than our senior leadership team so long as such grants are within the guidelines established by our CNG Committee on an annual basis and meet certain other limitations described in the Equity Awards Committee charter. The CNG Committee has no current intention to further delegate any of its responsibilities to a subcommittee. The CNG Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the CNG Committee considers, among other things, the recommendations of the Chief Executive Officer.

Pursuant to its charter, the CNG Committee is authorized to retain or obtain the advice of compensation consultants, legal counsel or other advisors to assist in the evaluation of director and executive officer compensation or in carrying

26| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

out its other responsibilities. The CNG Committee retained Frederic W. Cook & Co., Inc. ("FW Cook") as its compensation consultant for fiscal 2023 to evaluate the existing executive and non-employee director compensation programs and perform the services that are described in the Compensation Discussion and Analysis section below. FW Cook did not provide any other services to the Company during fiscal 2023. In connection with the compensation consultant services provided by FW Cook, the CNG Committee has assessed the independence of FW Cook and does not believe its work has raised any conflict of interest.

The CNG Committee oversees the Company's sustainability efforts. As described below under the heading "Sustainability," this oversight by the CNG Committee was formalized by a December 2020 amendment to the CNG Committee's charter as part of the Company's enhancement of its overall sustainability program. The CNG Committee also retains direct oversight of the Company's human capital management process, including the Company's initiatives and efforts with respect to diversity and inclusivity; health, safety and wellness; philanthropy and volunteerism; training and development; and compensation and benefits. The CNG Committee also oversees the Board's director evaluation process.

After sustainability and human capital management oversight was added to the CNG Committee's responsibilities, and based upon feedback received from a stockholder, the Board considered splitting the CNG Committee into separate committees: one overseeing compensation matters and another overseeing nominating and governance matters. After evaluating this matter, and in order to preserve the diversity of opinions of the current committee membership, the Board determined to retain the current CNG Committee structure, but increase the length of the quarterly meetings by 50% to ensure that the Committee had sufficient time to devote to all matters within its purview.

Meetings and Attendance

During fiscal 2023, our Board of Directors held four meetings, the Audit Committee held eight meetings and the CNG Committee held four meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during the period he or she served in fiscal 2023. In addition, independent directors of our Board of Directors meet in regularly scheduled sessions without management.

It is the Board of Directors' policy to invite and encourage directors to participate in our annual meeting of stockholders. All of our directors participated in our virtual annual meeting of stockholders held during fiscal 2023.

Succession Planning

The Board views its role in succession planning and talent development as a key responsibility in order to facilitate a smooth transition of management, with minimal business disruption, in the event of a vacancy in an essential position within the Company. The process is designed to safeguard critical business capabilities, prioritize executive development and leverage strategic talent to focus on current and new business imperatives.

At least once per year, the Board discusses and reviews the succession plans for our Chief Executive Officer and other senior leaders and key contributors throughout the Company as part of our Executive Succession Planning process, which is led by our CNG Committee. Through this review, the Board becomes familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success. The succession planning process includes an assessment of the experience, performance and skills believed to be desirable for possible successors to the Company's senior leaders and key management positions. The Company's management seeks out leadership and development opportunities and coaching for these possible successors.

In recent years, our Executive Succession Planning process has resulted in several changes to key executive officer positions, including the 2022 promotions of Joseph Gilliam to President and Chief Operating Officer, Alex Thurman to Senior Vice President and Chief Financial Officer, and Tomas Navratil to Chief Development Officer.

Governance Practices

Classified Board Structure

In accordance with our Certificate of Incorporation, and as permitted under applicable state law, our Board is divided into three classes. Our classified board structure has been in place since our IPO in 2015. The Board regularly evaluates whether to maintain a classified Board structure, benchmarking against the governance practices of similar-stage companies and consulting with outside experts such as attorneys. The Board has determined that at this time, a classified

Glaukos Corporation | 2024 Proxy Statement | 27

Table of Contents

​

board structure continues to be in the best interests of the Company and our stockholders primarily for the reasons set forth below:

Supermajority Voting Standard in our Charter and Bylaws

Our Certificate of Incorporation and bylaws, as currently in effect (the "Bylaws"), provide that 75% of the voting power of the Company is required to enact certain changes to the Company's governing documents, including, for example, adopting, amending, altering or repealing provisions of the Bylaws. The Board believes that this supermajority voting standard is an important component of the Company's governance structure to safeguard the long-term interests of the Company and its stockholders, and that the supermajority voting standards are in the best interests of the Company and our stockholders primarily for the following reasons set forth below:

Overboarding Policy

Our directors are generally limited to serving on the boards of directors of not more than four total public companies, including our Company, and any director who serves as an active chief executive officer or other executive officer of any public company, including our Company, is limited to serving on the board of directors of two total public company boards (including board service at the company where the director currently serves as chief executive officer). The Board may, in its discretion, approve additional board positions as it deems appropriate. Prior to accepting any position on the board of directors of any other organization, our directors must notify the Chairperson of the Board. Each member of our Board is currently in compliance with our overboarding policy. Our Governance Committee reviews this policy periodically as part of its annual review of our Corporate Governance Guidelines, and reviews each director's total board service annually, including in its consideration of the nominees to serve as a members of our Board of Directors.

28| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

Board Evaluation Process

The CNG Committee is responsible for overseeing the annual performance evaluation of our Board, which is a multi-step process designed to evaluate the performance of our Board, each of its committees and each individual director, as follows:

​

Consideration of Director Candidates

Our Board of Directors and the CNG Committee will consider director candidates recommended for election to the Board of Directors by stockholders in the same manner and using the same criteria as that used for any other director candidate. The CNG Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the CNG Committee will consider whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, understanding of our business environment, other directorships held and willingness and capacity to devote adequate time to Board duties, technical skills, diversity and other background, experience and qualities as determined by the CNG Committee. While our Board of Directors has no formal policy for the consideration of diversity in identifying director nominees, the CNG Committee seeks to have a board of directors that will collectively represent a diversity of backgrounds and experience and will endeavor to include women and individuals from minority groups in the qualified candidate pool from which any new director candidates will be drawn. We currently have three female directors, one director who self-identifies as Asian and one director who self-identifies as Hispanic.

Stockholders who wish to recommend a director candidate for consideration by the CNG Committee and the Board should submit their recommendation in writing to the Board no later than January 1 prior to the next annual meeting of stockholders together with the following information: (1) the name and address of the stockholder as they appear on the Company's books or other proof of share ownership; (2) the class and number of shares of common stock of the Company beneficially owned by the stockholder as of the date the stockholder submits the recommendation; (3) a description of all arrangements or understandings between the stockholder and the director candidate and any other person(s) pursuant to which the recommendation is being made; (4) the name, age, business address and residence address of the director candidate and a description of the director candidate's business experience for at least the previous five years; (5) the principal occupation or employment of the director candidate; (6) the class and number of shares of common stock of the Company beneficially owned by the director candidate; (7) the consent of the director candidate to serve as a member of our Board of Directors if elected; and (8) any other information that would be required to be disclosed with respect to such director candidate in solicitations for proxies for the election of directors pursuant to applicable rules of the Securities and Exchange Commission ("SEC"). The CNG Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board of Directors.

Glaukos Corporation | 2024 Proxy Statement | 29

Table of Contents

​

Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the CNG Committee as described above) must deliver written notice to our Secretary in the manner described in our Amended and Restated Bylaws ("Bylaws"), and as described further under "Proposals of Stockholders and Director Nominations for 2025 Annual Meeting" below.

Director Onboarding and Education

When a new director is appointed to our Board, such as our two newest directors who joined in 2021, we conduct a robust onboarding process to ensure they have sufficient knowledge of the Company to perform effectively in their role. This includes substantive individual meetings with department heads to provide an overview of the Company, including its products, finances, governance, strategy and industry, as well as an introduction to the Company's relevant policies and regulatory obligations, and Board member fiduciary duties and legal responsibilities.

To provide ongoing education throughout Board members' tenures, the Company holds annual strategy sessions to provide information on products and the industry, and updates on relevant matters such as regulatory changes. Each Board member also receives a subscription to the National Association of Corporate Directors so they can remain up to date on current issues concerning boards and directors nationwide, and various experts, such as outside attorneys or financial consultants, are brought to meetings periodically to present on topics of import to the Company.

Communications with the Board of Directors

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate directly with members of the Board of Directors, the independent directors or the Chairman of the Board of Directors by submitting a communication in an envelope marked "Confidential" addressed to the "Board of Directors," "Independent Members of the Board of Directors," or "Chairperson," as applicable, at: Glaukos Corporation, One Glaukos Way, Aliso Viejo, California 92656. In addition, if requested by stockholders, when appropriate, the Chairperson of the Board or Lead Independent Director will also be available for consultation and direct communication with stockholders.

Policy on Pledging and Hedging of Company Shares

As part of our Policy on Insider Trading and Tipping adopted by our Board of Directors and applicable to our directors, officers and employees, their immediate family members sharing the same household and any entities such as trusts, partnerships, or corporations over which they have or share voting or investment control (collectively, "Insiders"), Insiders are not permitted to engage in any short sale of Glaukos securities, pledge shares as collateral for a loan or margin Glaukos securities in a margin account or purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Glaukos securities.

Code of Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, executive officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A current copy of the code is posted under "Corporate Governance" on our website at http://investors.glaukos.com. To the extent required by rules adopted by the SEC and NYSE, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors, on our website at www.glaukos.com.

Sustainability

We believe that sustainability represents a path to long-term growth and value. We strive to improve our societal, environmental and community impact by challenging ourselves to enhance our existing, and develop new, processes and initiatives in areas including employment practices, diversity, ethics, patient safety, affordability, product quality and innovation, data security and climate impact. Over the course of 2023, we continued to invest significant time and resources into achieving the meaningful goals we set for ourselves relating to the environmental, social and governance matters that are most important to our employees, investors and other stakeholders. Our cross-functional Sustainability Council, which is led by executive management and overseen by the CNG Committee of the Board, focused on increasing transparency around our sustainability efforts and accomplishments. Continuing to grow and enhance our sustainability policies and programs is a key priority for us now and in the future, which we believe will benefit all our stakeholders: our employees, customers, patients, investors and communities.

30| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

In April 2024, we published our fifth annual sustainability report covering the 2023 calendar year ("2023 Sustainability Report"). The 2023 Sustainability Report is posted under "Corporate Governance" on our website at http://investors.glaukos.com, and references the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) frameworks. We hope that our 2023 Sustainability Report reflects our dedication to continuous improvement and transparency. Below are highlights of our accomplishments, metrics and progress in 2023:

​

​

​

​

Glaukos Corporation | 2024 Proxy Statement | 31

Table of Contents

​

​

​

​

The table below sets forth certain information regarding our executive officers as of April 5, 2024:

​

See "Proposal One - Election of Directors" for information concerning the business experience of Mr. Burns. Information concerning the business experience of our other executive officers is set forth below.

​

​

​

​

32| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

​

​

​

​

General

Our Company's long-term incentive program is operated under the Glaukos Corporation 2015 Omnibus Incentive Compensation Plan (the "Existing Plan"). At the Annual Meeting, stockholders will be asked to approve an amended and restated version of the Existing Plan (the "Restated Plan"), which was adopted, subject to stockholder approval, by the Board of Directors on March 14, 2024. We have maintained our Existing Plan since our initial public offering in 2015, and it is set to expire on June 3, 2025.

We believe that stock-based awards focus employees on the objective of creating stockholder value and that a competitive compensation program is essential for promoting the future success of the Company. Incentive compensation plans like the Restated Plan are critical for attracting, retaining and motivating key employees. Our Board believes that the Restated Plan will provide our CNG committee with appropriate flexibility to structure a compensation program aimed at driving stockholder value without unreasonably diluting our stockholders.

The Restated Plan revises certain features of the Existing Plan to better align our equity compensation program with best practices. The Restated Plan includes the following key changes to the Existing Plan:

The Restated Plan also contains important corporate governance features, which we believe are beneficial to our stockholders:

Glaukos Corporation | 2024 Proxy Statement | 33

Table of Contents

​

The Existing Plan currently permits approximately 12,663,814 shares of the Company's common stock to be delivered pursuant to options qualified as incentive stock options to be granted thereunder. In connection with the reduction in the aggregate number of shares of common stock available for future equity grants under the Restated Plan, the proposed amendment and restatement reduces the number of shares of common stock that may be granted in the future as incentive stock options by approximately 7,963,814 shares for a new aggregate share limit of 4,700,000 shares.

Equity Burn Rate and Potential Equity Dilution

We considered various factors when determining the number of shares to request under the Restated Plan, including potential dilution, our equity burn rate, anticipated future equity compensation needs, as well as peer and industry practices. We believe that our historical equity compensation practices and the proposed reduction to the available share reserve under the Restated Plan highlight our commitment to continue to manage our equity use responsibly.

The 4.7 million shares that will be available for future awards under the Restated Plan is estimated to last between three and five years, based on our current granting needs. While this estimate is based on our current plans and operating assumptions, there can be no guarantee that future events, including changes in future business conditions and our share price, will not require us to grant equity awards at a different pace than currently expected.

The following table reflects our burn rate for fiscal years 2021, 2022, and 2023.

​

Under the Existing Plan, our total potential dilution from existing outstanding equity awards plus shares available for future awards amounts to 26.1% of fully-diluted shares outstanding (based on the data in the table below and the 49,976,696 shares outstanding as of April 1, 2024). If the Restated Plan is approved, we would be reducing our available share pool by more than 60%, and thus reducing total potential dilution by approximately 38% to 16.2% of fully-diluted shares outstanding (based on the data in the table below and 49,976,696 shares outstanding as of April 1, 2024).

34| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

The following table includes information about shares available for future awards and potential dilution under the Existing Plan and Restated Plan as of April 1, 2024:

​

We use equity compensation to attract, retain and motivate employees, including U.S. employees at all levels of our ourganization, and non-employee directors, to create a direct alignment with shareholder interests through share ownership. For these reasons we believe approval of the Restated Plan is essential to our long-term success.

If stockholders do not approve the Restated Plan, the Company will continue to have the authority to grant awards under the Existing Plan until its expiration date in June of 2025. If stockholders approve the Restated Plan, the termination of our grant authority under the Existing Plan will not affect awards then outstanding under that plan.

The Company has not approved any awards that are conditioned upon stockholder approval of this Restated Plan proposal. The Company is not currently considering any other specific award grants under the Plan, other than the annual grants of restricted stock units and stock options to our Non-Employee Directors described in the following paragraph. If the proposed amendments to the Restated Plan had been in effect in fiscal 2023, the Company expects that its award grants for fiscal 2023 would not have been substantially different from those actually made in that year under the Plan. For information regarding stock-based awards granted to the Company's Named Executive Officers during fiscal 2023, see the material under the heading "Executive Compensation" below in this Proxy Statement.

As described under the heading "Director Compensation" above in this Proxy Statement, our current compensation policy for Non-Employee Directors provides for each Non-Employee Director to receive (i) an annual award of restricted stock units, with the number of shares subject to each award to be determined by dividing $190,000 by the closing price of our common stock on the grant date (or the immediately preceding trading day if the grant date is not a trading day), and (ii) an annual award of an option to purchase shares of our common stock, with the number of shares subject to the option to have a grant date fair value of $75,000, calculated based on the Black-Scholes value on the date of grant.

The Company's Employee Stock Purchase Plan generally provides for broad-based participation by employees of the Company (and certain of its subsidiaries) and affords employees who elect to participate an opportunity to purchase shares of the Company's common stock at a discount. The discussion above in this section regarding burn rate and potential dilution does not include any shares that have been purchased under, may be purchased in the current purchase period under, or that remain available for issuance or delivery under the Company's Employee Stock Purchase Plan.

Glaukos Corporation | 2024 Proxy Statement | 35

Table of Contents

​

Material Features of the Amended and Restated 2015 Omnibus Incentive Compensation Plan

The principal terms of the Restated Plan are summarized below. The following summary is qualified in its entirety by the full text of the Restated Plan, which appears as Appendix A to this Proxy Statement.

Purpose

The purpose of the Restated Plan is to promote the success of the Company by providing an additional means for us to attract, motivate, retain and reward selected employees and other eligible persons through the grant of awards. Equity-based awards are also intended to further align the interests of award recipients and our stockholders.

Administration

Our Board or one or more committees appointed by our Board will administer the Restated Plan. Our Board has delegated general administrative authority for the Restated Plan to the CNG Committee. The Board or a committee thereof (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under the Restated Plan. (The appropriate acting body, be it the Board or a committee or other person within its delegated authority is referred to in this proposal as the "Administrator").

The Administrator has broad authority under the Restated Plan, including, without limitation, the authority to:

No Repricing

In no case (except due to an adjustment to reflect a stock split or other event referred to under "Adjustments" below, or any repricing that may be approved by stockholders) will the Administrator (1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for

36| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award.

Eligibility

Persons eligible to receive awards under the Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries. As of March 31, 2024, approximately 841 officers and employees of the Company and its subsidiaries (including all of the Company's Named Executive Officers), and each of the 7 members of the Board who are not employed by the Company or any of its subsidiaries ("Non-Employee Directors"), were considered eligible under the Plan. In addition, approximately 15 individual consultants and advisors engaged by the Company and its subsidiaries were then considered eligible under the Plan.

Aggregate Share Limit

The maximum number of shares of the Company's common stock that may be issued or transferred pursuant to awards granted under the Restated Plan after the date of its amendment and restatement equals (A) 4,700,000 shares, plus (B) any shares of Common Stock subject to stock options, full value awards or similar awards granted under the Existing Plan and outstanding on the Amendment Date (with any such outstanding awards subject to performance-based vesting conditions counted at the target performance level), plus (C) shares subject to outstanding awards under the Company's 2011 Stock Plan (the "2011 Plan") that expire or otherwise terminate without having been exercised in full, plus (D) shares of common stock issued pursuant to awards granted under the 2011 Plan that are forfeited to or repurchased by the Company. If stockholders approve the Restated Plan, the maximum number of shares that may be issued or transferred pursuant to new awards granted under the Restated Plan after the date of its amendment and restatement will be 4,700,000 shares, which represents a reduction of approximately 7,963,814 shares available for equity grants under the Existing Plan (reflects an estimate based on April 1, 2024 data) and the elimination of the Existing Plan's existing "evergreen" feature.

Additional Share Limits

The following other limits are also contained in the Restated Plan. These limits are in addition to, and not in lieu of, the Share Limit for the plan described above.

Share-Limit Counting Rules

The Share Limit of the Restated Plan is subject to the following rules:

Glaukos Corporation | 2024 Proxy Statement | 37

Table of Contents

​

In addition, the Restated Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the Restated Plan. The Company may not increase the applicable share limits of the Plan by repurchasing shares of common stock on the market (by using cash received through the exercise of stock options or otherwise).

Types of Awards

The Restated Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in the Company's common stock or units of the Company's common stock, as well as cash bonus awards. The Restated Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash.

A stock option is the right to purchase shares of the Company's common stock at a future date at a specified price per share (the "exercise price"). The per share exercise price of an option generally may not be less than the fair market value of a share of the Company's common stock on the date of grant. The maximum term of an option is ten years from the date of grant. An option may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described under "Federal Income Tax Consequences of Awards Under the Restated Plan" below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the U.S. Internal Revenue Code and the Restated Plan. Incentive stock options may only be granted to employees of the Company or a subsidiary.

A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of a share of the Company's common stock on the date of exercise of the stock appreciation right over the base price of the stock appreciation right. The base price will be established by the Administrator at the time of grant of the stock appreciation right and generally may not be less than the fair market value of a share of the Company's common stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant.

The other types of awards that may be granted under the Restated Plan include, without limitation, stock bonuses, restricted stock, performance stock, stock units or phantom stock (which are contractual rights to receive shares of stock, or cash based on the fair market value of a share of stock), dividend equivalents which represent the right to receive a payment based on the dividends paid on a share of stock over a stated period of time, or similar rights to purchase or acquire shares, and cash awards.

Any awards under the Restated Plan (including awards of stock options and stock appreciation rights) may be fully-vested at grant or may be subject to time- and/or performance-based vesting requirements.

38| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

Dividend Equivalents; Deferrals

The Administrator may provide for the deferred payment of awards, and may determine the other terms applicable to deferrals. The Administrator may provide that awards under the Restated Plan (other than options or stock appreciation rights), and/or deferrals, earn dividends or dividend equivalents based on the amount of dividends paid on outstanding shares of Common Stock, provided that any dividends and/or dividend equivalents as to the portion of an award that is subject to unsatisfied vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event the applicable vesting requirements are not satisfied (or, in the case of a restricted stock or similar award where the dividend must be paid as a matter of law, the dividend payment will be subject to forfeiture or repayment, as the case may be, if the related vesting conditions are not satisfied).

Assumption and Termination of Awards

If an event occurs in which the Company does not survive (or does not survive as a public company in respect of its common stock), including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of the Company, awards then-outstanding under the Restated Plan will not automatically become fully vested pursuant to the provisions of the Restated Plan so long as such awards are assumed, substituted for or otherwise continued. However, if awards then-outstanding under the Plan are to be terminated in such circumstances (without being assumed or substituted for), such awards would generally become fully vested (with any performance goals applicable to the award being deemed met at the "target" performance level), subject to any exceptions that the Administrator may provide for in an applicable award agreement. The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the Restated Plan. For example, the Administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event or in connection with a termination of the award holder's employment. In addition, in the event of an Involuntary Termination of a participant on or within twelve (12) months following a Change in Control, each then-outstanding option and SAR held by the participant shall become fully vested, all then-outstanding shares of restricted stock held by the participant shall fully vest free of restrictions, and each other then-outstanding award held by the participant shall become payable (with any performance goals applicable to the award in each case being deemed met, unless otherwise provided in the award agreement, at the "target" performance level) (all capitalized terms, as defined in the Plan). For the treatment of outstanding equity awards held by the Named Executive Officers in connection with a termination of employment and/or a change in control of the Company, please see the "Potential Payments Upon Change in Control and Termination" below in this Proxy Statement.

Transfer Restrictions

Subject to certain exceptions contained in Section 5.6 of the Restated Plan, awards under the Restated Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient's lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient's beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting securities are held by the award recipient or by the recipient's family members).

Adjustments

As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Restated Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

No Limit on Other Authority

Except as expressly provided with respect to the termination of the authority to grant new awards under the Restated Plan if stockholders approve the Restated Plan, the Restated Plan does not limit the authority of the Board or any committee to grant awards or authorize any other compensation, with or without reference to the Company's common stock, under any other plan or authority.

Termination of or Changes to the Restated Plan

The Board may amend or terminate the Restated Plan at any time and in any manner. Stockholder approval for an amendment will be required only to the extent then required by applicable law or deemed necessary or advisable by the Board. Unless terminated earlier by the Board and subject to any extension that may be approved by stockholders, the

Glaukos Corporation | 2024 Proxy Statement | 39

Table of Contents

​

authority to grant new awards under the Restated Plan will terminate on May 30, 2034. Outstanding awards, as well as the Administrator's authority with respect thereto, generally will continue following the expiration or termination of the plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder.

U.S. Federal Income Tax Consequences of Awards under the Restated Plan

The U.S. federal income tax consequences of the Restated Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the U.S. Internal Revenue Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences.

With respect to nonqualified stock options, the Company is generally entitled to deduct and the participant recognizes taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, the company is generally not entitled to a deduction nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax.

The current federal income tax consequences of other awards authorized under the Restated Plan generally follow certain basic patterns: nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses, stock appreciation rights, cash and stock-based performance awards, dividend equivalents, stock units, and other types of awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, the company will generally have a corresponding deduction at the time the participant recognizes income.

If an award is accelerated under the Restated Plan in connection with a "change in control" (as this term is used under the U.S. Internal Revenue Code), the company may not be permitted to deduct the portion of the compensation attributable to the acceleration ("parachute payments") if it exceeds certain threshold limits under the U.S. Internal Revenue Code (and certain related excise taxes may be triggered). Furthermore, under Section 162(m) of the Code, the aggregate compensation in excess of $1,000,000 payable to current or former Named Executive Officers (including amounts attributable to equity-based and other incentive awards) may not be deductible by the Company in certain circumstances.

The total number of shares of our common stock that were subject to awards granted under the Existing Plan that terminated or expired, and thus became available for new award grants under the Existing Plan, in each of the last three fiscal years, and to date (as of April 1, 2024) in 2024, are as follows: 267,625 in 2021, 169,290 in 2022, 295,300 in 2023, and 17,022 in 2024. The total number of shares of our common stock that were subject to awards granted under the Existing Plan and that were withheld to cover tax withholding obligations arising with respect to the award, and thus became available for new award grants under the Existing Plan, in each of the last three fiscal years, and to date (as of April 1, 2024) in 2024, are as follows: 45,806 in 2021, 52,436 in 2022, 63,821in 2023, and 40,432in 2024. Shares subject to Existing Plan awards that terminated or expired, or were withheld to cover tax withholding obligations arising with respect to the award, and became available for new award grants under the Existing Plan have been included when information is presented in this Restated Plan proposal on the number of shares available for new award grants under the Restated Plan.

The closing market price for a share of the Company's common stock as of April 5, 2024 was $96.77 per share.

Aggregate Equity Awards Previously Granted Under the Plan

As of April 1, 2024, awards covering 10,747,834 shares of the Company's common stock had been granted under the Existing Plan. (This number of shares includes shares subject to awards that expired or terminated without having been exercised and paid and became available for new award grants under the Plan.) The following table shows information regarding the distribution of all awards among the persons and groups identified below, option exercises and restricted

40| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

stock unit or other stock awards vesting prior to that date, and option and unvested restricted stock unit or other stock award holdings as of that date.

​

​

​

Glaukos Corporation | 2024 Proxy Statement | 41

Table of Contents

​

​

​

​

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, we are asking our stockholders to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our Named Executive Officers as disclosed in this Proxy Statement. By voting with respect to this Proposal 4, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two, or three years. Stockholders also may, if they wish, abstain from voting on this proposal. Our stockholders last voted on such a resolution in 2018 with the majority voting for a frequency of every year (1 year).

After careful consideration, our Board of Directors currently believes that advisory votes on executive compensation should be conducted every year so that stockholders may annually express their views on our executive compensation program.

We recognize that stockholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our stockholders as to their preferences on the frequency of future advisory votes on our Named Executive Officer compensation.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of the Board of Directors.

The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the CNG Committee, and we intend to provide our stockholders with an opportunity to approve the compensation of the Company's Named Executive Officers each year at the annual meeting of stockholders. However, the CNG Committee values the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions on the frequency of future advisory votes on compensation for our Named Executive Officers.

​

42| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

​

​

​

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which was amended pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (as defined below under the heading "Compensation Discussion and Analysis") as disclosed in this Proxy Statement.

As described in detail under the heading "Compensation Discussion and Analysis," our executive compensation program is designed to:

We urge stockholders to read the "Executive Compensation" section beginning on page 44 of this Proxy Statement which describes in more detail the key elements of our executive compensation program. The CNG Committee and the Board of Directors believe that our executive compensation program is appropriately designed to achieve the Company's business objectives and create long-term value for our stockholders. Accordingly, we ask our stockholders to approve the following resolution at the Annual Meeting:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation paid to the Company's Named Executive Officers as set forth under "Executive Compensation," including the Compensation Discussion and Analysis, Summary Compensation Table and the related compensation tables and narrative disclosure in this Proxy Statement for the 2024 Annual Meeting of Stockholders."

The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the CNG Committee. However, the CNG Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers.

We intend to provide our stockholders with an opportunity to approve the compensation of the Company's Named Executive Officers each year at the annual meeting of stockholders.

​

Glaukos Corporation | 2024 Proxy Statement | 43

Table of Contents

​

​

​

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the objectives of our executive compensation program and provides disclosure about the elements of compensation earned by and awarded to each of the executive officers identified in the "Summary Compensation Table," whom we refer to in this section as our "Named Executive Officers" or "NEOs." It also describes the philosophy of, and process followed by, our CNG Committee in making compensation decisions and setting compensation policy for our Named Executive Officers.

​

​

​

​

44| 2024 Proxy Statement | Glaukos Corporation

Table of Contents

​

2023 NAMED EXECUTIVE OFFICERS

Our Named Executive Officers for fiscal year 2023 were:

The Named Executive Officers were our only executive officers during 2023.

2023 SAY-ON-PAY STOCKHOLDER SUPPORT AND ENGAGEMENT

​

Approximately 91% of our voting stockholders approved our executive compensation program at our 2023 Annual Meeting. As part of our annual stockholder engagement process, we spoke with, or received confirmation that no substantive engagement was required from, the holders of approximately 64% of our outstanding shares in our winter 2024 outreach campaign. The feedback we have received from our stockholders, and the actions we have taken in response to that feedback, is described in the section above entitled "Stockholder Engagement and Responsiveness." Our CNG Committee considers the input provided by our stockholders in shaping our executive compensation program and making compensation decisions.

2023 ACCOMPLISHMENTS

2023 was an important year for Glaukos as we successfully executed on our core business key strategic objectives while achieving notable pipeline advancements and milestones that leave us well-positioned as we enter into what should be a transformative period for our company in the years ahead. Key 2023 pipeline achievements include:

​

Glaukos Corporation | 2024 Proxy Statement | 45