Proxy Statement (SEC Filing - DEF 14A)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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Check the appropriate box:

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Thursday, June 3, 2021
9:00 a.m. Pacific Time

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Your vote is important to us. Whether or not you expect to attend the annual meeting via live webcast, please submit a proxy as soon as possible to instruct how your shares are to be voted at the annual meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.

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229 Avenida Fabricante
San Clemente, California 92672

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PROXY STATEMENT

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Annual Meeting of Stockholders

To Be Held June 3, 2021

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Our Board of Directors is soliciting your proxy for the 2021 Annual Meeting of Stockholders (the 'Annual Meeting') to be held on Thursday, June 3, 2021, at 9:00 a.m. Pacific Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. This Proxy Statement and our 2020 Annual Report on Form 10-K for the year ended December 31, 2020 (the '2020 Annual Report') are first being made available to stockholders on or about April 22, 2021.

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We will be hosting the Annual Meeting via live webcast on the Internet. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/GKOS2021. Stockholders may vote and ask questions while connected to the Annual Meeting on the Internet.

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You will not be able to attend the Annual Meeting in person.

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Unless the context otherwise requires, references in this Proxy Statement to 'Company,' 'we,' 'our,' 'us,' and similar terms refer to Glaukos Corporation, a Delaware corporation. In addition, all references to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement.

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MEETING INFORMATION

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Annual Meeting of Stockholders

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How to Vote

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Stockholders as of the close of business on the record date are entitled to vote. If you are a beneficial owner who owns shares of our common stock registered in the name of a broker, bank or other nominee, please follow the instructions they provide on how to vote your shares. Stockholders of record may vote as follows:

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Before the Meeting:

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During the Meeting:

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Voting Matters

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VIRTUAL ANNUAL MEETING

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We will be hosting the Annual Meeting live via the Internet. You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/GKOS2021. Our Board annually considers the appropriate format of our annual meeting. The virtual meeting will allow our stockholders to attend and participate from any location around the world. This format will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

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The Annual Meeting webcast will begin promptly at 9:00 a.m., Pacific Time. We encourage you to access the Meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, at 8:45 a.m., Pacific Time, and you should allow ample time for the check-in procedures.

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Benefits of a Virtual Annual Meeting

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We are embracing technology to provide expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate and ask questions from any location around the world, and provides us an opportunity to give thoughtful responses. In addition, we intend that the virtual meeting format provide stockholders a similar level of transparency to the traditional in-person meeting format and we take steps to ensure such an experience. Our stockholders will be afforded the same opportunities to participate at the virtual Annual Meeting as they would at an in-person annual meeting of stockholders.

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Attendance at the Virtual Annual Meeting

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You will need the control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you if you received the proxy materials by email in order to be able to vote your shares or submit questions during the Annual Meeting. Instructions on how to connect to the Annual Meeting and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/GKOS2021. If you do not have your control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.

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We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

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Questions at the Virtual Meeting

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Our virtual annual meeting allows stockholders to submit questions and comments before and during the meeting. After the meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of conduct; the rules of conduct will be posted on the virtual meeting web portal. To the extent time doesn't allow us to answer all of the appropriately submitted questions, we will answer them in writing on our investor relations website, at www.investors.glaukos.com, soon after the meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

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PROPOSAL 1 - ELECTION OF DIRECTORS

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Our Board of Directors ('Board' or 'Board of Directors') is currently comprised of nine 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:

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Upon the recommendation of the Compensation, Nominating and Corporate Governance Committee (the 'Compensation Committee'), the Board of Directors has nominated each of Thomas W. Burns, Leana S. Wen, M.D. and Marc A. Stapley for election to our Board of Directors as Class III directors to serve until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified. Proxies may only be voted for the three Class III directors nominated for election at the Annual Meeting.

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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 that 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.

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Biographical Descriptions

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Set forth below is biographical information about each of our directors and director nominees. The information below is provided as of April 8, 2021. The primary experience, qualifications, attributes and skills of each of our director nominees that led to the conclusion of the Compensation Committee and the Board of Directors that such nominee should serve as a member of the Board of Directors are also described below.

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Nominees for Election as Class III Directors at the Annual Meeting

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All Other Continuing Directors

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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.

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CORPORATE GOVERNANCE

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Corporate Governance Guidelines

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Our Board of Directors, on the recommendation of the Compensation 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, director compensation, 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.

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Stockholder Engagement and Responsiveness

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Since our IPO in 2015, we have conducted regular outreach to our stockholders to build relationships, explain our corporate governance structure and executive compensation policies, and receive valuable feedback on matters that are important to them.

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At our 2020 Annual Meeting of Stockholders ('2020 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 by a 92% majority of the votes cast. Following the 2020 Annual Meeting, we engaged with our stockholders regarding our executive compensation policies and corporate governance principles. During this outreach, members of our management team spoke with stockholders (excluding officers and directors of the Company) collectively owning approximately 70% of our outstanding stock. Mr. Foley, chair of the Compensation Committee, joined some of these calls with our top stockholders. These included 9 of our top 10 stockholders. The Company's Board of Directors, including all members of the Compensation Committee, was provided a full report of stockholder feedback from this 2020 stockholder engagement.

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The stockholders with whom we spoke generally expressed broad support for our governance practices and understood the importance of having certain governance protections, such as a classified Board, for a company that has significant potential future shareholder value tied to its deep product pipeline as compared to commercialized products. Our stockholders also conveyed broad general support for our executive compensation program, stating their appreciation for the Company's use of multi-year performance equity grants and its increased proportion of performance equity to time-based equity for our chief executive officer, with some investors noting their preference for longer performance-periods for performance-based equity grants.

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Notably, most stockholders expressed support for the Company's continuing environmental, social and governance ('ESG') efforts, recognizing that we released our first Sustainability Report in 2020. Several stockholders expressed interest in seeing enhanced disclosure regarding Glaukos' ESG commitment, including setting goals and targets that are material to the Company and its stakeholders, comprised of employees, customers, suppliers and investors. They also queried about any particular framework the Company was following in connection with its ESG program and disclosures. Additionally, some stockholders conveyed their desire to see the Company integrate ESG incentives into its compensation program, linking pay to achievement of our ESG initiatives. They noted their belief that the Company's compensation structure should reflect the importance of ESG considerations to Glaukos and its stakeholders.

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Nearly all of the stockholders with whom we engaged requested additional understanding regarding the Company's promotion of diversity and inclusion within its workforce. They conveyed their preference to see

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more diverse and inclusive representation on the Company's Board of Directors, as well as enhanced disclosure regarding the composition of the Company's workforce and steps taken to ensure our workforce reflects our community and customer base. Several stockholders provided their opinion that expansion of skill sets among our Board members, including adding members with pharmaceutical experience, would benefit the Company as we expand from a solely medical device manufacturer to a pharmaceutical manufacturer as well. They also noted their desire for the Company to refresh its Board with new directors and reduce its overall average tenure of service on the Board.

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Several of our stockholders informed us that they consider a Company's equity burn rate when making investment and proxy voting decisions and want to ensure that ours remains comparable to that of our peer companies. Additionally, a couple of stockholders expressed their desire for the Company to provide greater transparency around the progress of our pipeline products, noting the importance of this information to their investment analysis process.

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In response to stockholder feedback in 2019 and 2020, the Compensation Committee and Board responded by taking the following actions:

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STOCKHOLDER RESPONSIVENESS

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The Company and the Compensation 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 fully and 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

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broadly. In addition, our Board of Directors will regularly review the Company's current corporate governance structure to ensure it continues to align the interest of the Company with its stockholders, and consider appropriate governance changes as the Company matures.

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Director Independence

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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).

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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 Messrs. Foley, Hoffmeister and Stapley, Drs. Kliman, Wen and Link, and Mses. Weisner and Torres 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 President and Chief Executive Officer.

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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, including, without limitation, the affiliation Drs. Link and Kliman have or had with entities that previously owned more than 5% of our common stock as well as Dr. Kliman's previous position on the board of directors of Avedro.

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Board Leadership Structure

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We have no policy requiring either that the positions of the Chairman 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 Chairman of the Board and Chief Executive Officer in a way that is in our best interests and the best interests of our stockholders at a given point in time. We currently separate the roles of Chief Executive Officer and Chairman of the Board, and Dr. Link, an independent director, currently serves as Chairman of the Board.

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The Board recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting our strategic direction and for our day-to-day leadership and performance, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board of Directors. The Board believes that participation of the Chief Executive Officer as a director, while keeping the roles of Chief Executive Officer and Chairman of the Board separate, provides the proper balance between independence and management participation at this time.

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The Board's Role in Risk Oversight

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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 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.

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Our Board of Directors manages specific areas of risk exposure through its committees of the Board of Directors as follows:

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The Compensation 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 the Company's 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. The Compensation Committee has concluded that the current executive compensation program does not encourage inappropriate or excessive risk-taking. In making its determination, the Compensation 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.

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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.

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Committees of the Board of Directors

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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, 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 Compensation Committee on an annual basis, and meet certain other limitations described in the Equity Awards Committee charter.

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Independent Director Financial Expert Committee Member

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Audit Committee

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Our Board of Directors determined that Messrs. Stapley and Hoffmeister, 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 Messrs. Stapley and Hoffmeister is an 'audit committee financial expert' as defined by applicable SEC rules.

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* Dr. Wen was appointed to the Audit Committee on March 18, 2021.

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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 party transactions, as described under 'Transactions with Related Persons' below.

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In addition to overseeing our internal controls over financial reporting and the work of our independent public accounting firm, the Audit Committee also monitors our risk assessment and management efforts. The Audit Committee receives quarterly reports from management regarding operational risks facing our Company, including semiannual cybersecurity updates and data security risk mitigation efforts, and manufacturing risk reports.

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Compensation, Nominating and Governance Committee

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Our Board of Directors determined that Mr. Foley, Drs. Kliman and Link and Ms. Torres, who comprise our Compensation 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 Compensation 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.

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* Ms. Torres was appointed to the Compensation Committee on March 18, 2021.

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The Compensation 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 Compensation Committee on an annual basis and meet certain other limitations described in the Equity Awards Committee charter. The Compensation Committee has no current intention to further delegate any of its responsibilities to a subcommittee. The Compensation 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 Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer.

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Pursuant to its charter, the Compensation 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 out its other responsibilities. During fiscal 2020, the Compensation Committee retained Frederic W. Cook & Co., Inc. ('FW Cook') as its compensation consultant 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 2020. In connection with the compensation consultant services provided by FW Cook, the Compensation Committee has assessed the independence of FW Cook and does not believe its work has raised any conflict of interest.

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

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Meetings and Attendance

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During fiscal 2020, our Board of Directors held six meetings, the Audit Committee held eight meetings and the Compensation 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 fiscal 2020. In addition, independent directors of our Board of Directors meet in regularly scheduled sessions without management.

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It is the Board of Directors' policy to invite and encourage directors to participate in our annual meeting of stockholders. At our virtual annual meeting of stockholders held during fiscal 2020, all of our directors participated.

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Succession Planning

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The Board of Directors recognizes that advance planning for contingencies such as the departure, death or disability of the chief executive officer or other top executives is critical so that, in the event of an untimely vacancy, the Company has in place a succession plan to facilitate the transition to both interim and longer-term leadership. The designation of the chief executive officer, as in the case of other officers, is a decision for the Board of Directors. The Board, in a process overseen by the Compensation Committee, reviews succession planning for the chief executive officer and other senior leaders on an annual basis.

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Board Evaluation Process

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Annually, each director completes a written questionnaire self-assessing the structure, composition, oversight and effectiveness of the Board and each of its standing committees, as well as the Board's access to and level of interaction with management. Additionally, each director engages in an individual oral peer evaluation interview facilitated by the Company's General Counsel assessing the engagement and performance of the Board as a whole and each individual director. The results of these assessments are presented to the full Board on an anonymous basis.

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Consideration of Director Candidates

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Our Board of Directors and the Compensation 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 Compensation Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the Compensation Committee will consider whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, understanding of our business environment, willingness to devote adequate time to Board duties, technical skills, diversity and other background, experience and qualities as determined by the Compensation Committee. While our Board of Directors has no formal policy for the consideration of diversity in identifying director nominees, the Compensation 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. Two directors were appointed to the Board effective March 1, 2021, and both were recommended by a third party search firm. The Board considered the benefit of Ms. Torres' experience in the pharmaceutical industry, as well as her leadership skills and extensive background in the medical device industry, in determining to add her to the Board. The Board also took into account Dr. Wen's experience treating patients as a physician and her broad familiarity

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with the public health system and knowledge of governmental regulation of the medical industry. Additionally, the Board recognized the diverse perspectives both women would bring to the Board, as each comes from an ethnic minority background.

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Board Attributes

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Stockholders who wish to recommend a director candidate for consideration by the Compensation 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 SEC. The Compensation 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.

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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 Compensation 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 2021 Annual Meeting' below.

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Communications with the Board of Directors

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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, 229 Avenida Fabricante, San Clemente, California 92672. In addition, if requested by stockholders, when appropriate, the Chairman of the Board will also be available for consultation and direct communication with stockholders.

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Policy on Pledging and Hedging of Company Shares

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As part of our Insider Trading Policy 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.

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Code of Conduct and Ethics

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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.

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COVID-19 Response

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As the COVID-19 pandemic emerged in December of 2019, and began to increase throughout the U.S. in early 2020, we took swift and decisive action to protect two vital aspects of our business, our employees and our product pipeline. To minimize the spread of COVID-19 and protect our employees, we shifted the majority of our workforce to remote operations, which continues through the date hereof. We increased the regularity and thoroughness of our facility cleanings while maintaining streamlined manufacturing and assembly processes in order to consistently provide product to our customers, and their patients, who depend on us. In addition to other health and safety protocols that follow applicable guidance and regulations, employees involved in such operation-critical processes were organized into a number of small shifts designed to minimize the time any one individual is required to be onsite. Further, in an effort to identify, and avoid further infection from, asymptomatic cases, we have offered periodic voluntary COVID-19 viral testing to on-site employees. Additionally, we instituted a number of support programs and policies to assist our employees during the pandemic-many of which are described further in our 2020 Sustainability Report posted under 'Corporate Governance' on our website at http://investors.glaukos.com.

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To preserve our pipeline, we sought to maintain our cash position by instituting a number of cost saving initiatives, especially with respect to capital expenditures, the majority of which have now been reinstated, although we continue to carefully manage our discretionary spending. These actions were designed to preserve jobs and core research and development programs. We were successful in retaining over 98% of our global workforce, and keep our nearer-term products progressing through their clinical stages, despite the significant impact of the COVID-19 pandemic. Further, in June 2020, we issued an aggregate principal amount of $287.5 million of 2.75% convertible notes due 2027, the net proceeds of which will be used for working capital and general corporate purposes. For more information on our COVID-19 response, please see the Compensation Discussion & Analysis section below, under the heading 'COVID-19 Pandemic Response.'

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ESG and Sustainability

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As we have grown to more than 650 employees and over 750,000 iStent products implanted globally, so too has our commitment to creating a positive social impact in a responsible and ethical manner. Ensuring the broadest impact of our sight-saving products, expanding opportunities for all workers, improving our local and global communities and respecting the rights of all humans are pillars of our corporate culture that create a more fulfilled workforce that benefits all stakeholders.

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In 2020, we built on our inaugural Sustainability Report, released earlier in that year, to improve the Company's oversight of ESG matters and advance the creation and implementation of ESG policies, programs, goal setting and reporting. In December 2020, we amended our Compensation Committee charter to provide that the Compensation Committee oversee the Company's ESG policies and practices, including the Company's human capital management programs, diversity and inclusion efforts, as well as the Company's public reporting on these topics. In April 2021 we released our 2020 Sustainability Report that details our efforts to take a more holistic approach to ESG and sustainability matters, including the creation of the Glaukos Sustainability Council, which is comprised of internal senior subject matter experts. This Council conducted internal and external research into which ESG topics are considered most impactful to Glaukos and set meaningful sustainability goals for each of those 'Tier 1' topics. See above under 'Stockholder Engagement and Responsiveness' for additional information.

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Glaukos is also committed to developing a comprehensive, cohesive and positive employee experience. We consider talent attraction, development, engagement and retention a key driver of our business success. As further detailed in our 2020 Sustainability Report, we strive to create a diverse workforce that provides equal opportunity regardless of race, gender, religion, national origin or sexual orientation. We regularly monitor our hiring, promotion, and compensation practices to ensure that all candidates and employees are treated with fairness and equity. As of December 31, 2020, women comprised 14% of the Company's Board, 38% of senior management reporting to the CEO and 38% of our workforce. By March 2021, female representation among our Board members had increased to thirty three percent (33%) and minority representation had increased to twenty-two percent (22%). Further, in fiscal 2020, approximately forty percent (40%) of our new hires were women, and approximately forty two percent (42%) of our U.S. new hires were from underrepresented communities. We continue to seek out diversity and create an environment of inclusion as a means to drive innovation within the organization.

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We also try to improve the communities in which we work and serve, both locally and globally. Since its founding, Glaukos has donated more than $10.0 million worth of its products and therapies to benefit underserved patients in 44 countries around the globe. We have partnered with over 100 humanitarian organizations around the world to supply Glaukos products and other financial support for philanthropic purposes. In 2019, we established the Glaukos Charitable Foundation to aid our charitable efforts and reinforce our corporate culture of giving. Glaukos also provides paid time off to employees who volunteer outside business hours, and employees are entitled to donate their personal paid time off to assist their fellow employees that require additional time off due to hardship or family crisis. We are proud of the efforts we and our employees have made to improve the societies and populations that we serve.

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These and our other human capital management programs and initiatives, including workforce diversity, inclusion and belonging, health, safety and wellness, philanthropy and volunteerism, training and development and compensation and benefits, are explained in greater detail in Part I, Item 1, of the 2020 Annual Report, under the heading 'Human Capital Management' as well as in our 2020 Sustainability Report.'

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The 2020 Sustainability Report, and other ESG and sustainability related materials, are posted under 'Corporate Governance' on our website at http://investors.glaukos.com.

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EXECUTIVE OFFICERS OF THE COMPANY

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The table below sets forth certain information regarding our executive officers as of April 8, 2020:

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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.

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There are no family relationships between or among any of our executive officers or directors.

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PROPOSAL 2 - ADVISORY APPROVAL OF NAMED
EXECUTIVE OFFICER COMPENSATION

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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 ('Dodd-Frank'), 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.

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

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We urge stockholders to read the 'Executive Compensation' section beginning on page 30 of this Proxy Statement which describes in more detail the key elements of our executive compensation program. The Compensation 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.

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Accordingly, we ask our stockholders to approve the following resolution at the Annual Meeting:

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'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 2021 Annual Meeting of Stockholders.'

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The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee. However, the Compensation 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.

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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.

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Compensation Discussion and Analysis

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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 Compensation Committee in making compensation decisions and setting compensation policy for our Named Executive Officers.

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2020 Named Executive Officers

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Our Named Executive Officers for fiscal year 2020 were:

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The Named Executive Officers were our only executive officers during 2020.

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COVID-19 Pandemic Response

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For Glaukos, the COVID-19 pandemic upended how we do business and forced us to reassess what is most important. Government-mandated lockdowns restricted elective surgical procedures, such as those in which our products are used, on a worldwide basis, severely impacting our global sales. By late March 2020, these restrictions led to the increasing deferral of cataract and keratoconus procedures and global sales trends that were less than 15% of levels achieved prior to the COVID-19 outbreak. This trough only deepened through April 2020, when we saw sales decrease to approximately 10% of pre-COVID levels. Management and our Board quickly determined the key priorities under which we would operate during this unprecedented time of uncertainty. The response plans we prioritized and implemented in 2020 included protecting the health and safety of our employees and their families, supporting our customers, preserving jobs globally, protecting core research and development projects, and maintaining our strong financial and operating position following the pandemic. Under this management team's guidance, we saw our revenue run rate return to approximately 95% of pre-COVID levels by the end of the third quarter of 2020. As a result of the extraordinary efforts and achievement of our senior leaders, we believe we exited 2020 a more efficient and more capable company with fundamental prospects that have never been stronger. The specific activities we implemented included, among other things:

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Management took quick and decisive action to preserve jobs and core research and development programs. The decisions were not easy nor were they made lightly, but Glaukos has emerged a stronger organization today than we were one year ago because of them. The Company reduced selling, general and administrative expenses in 2020 by approximately 3% as compared to 2019, and ended 2020 with cash, cash equivalents, short-term investments, and restricted cash of approximately $413.9 million, an increase of approximately 125% over 2019. At the same time, we were able to retain over 98% of our employees worldwide and continue to progress with our core research and development and clinical and pre-clinical projects to bring pipeline products to market, the greatest contributors to long-term value creation for our stockholders.

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2020 Say-on-Pay Stockholder Support and Engagement

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Over 92% of our stockholders voted in favor of our executive compensation program at our 2020 Annual Meeting. As part of our annual stockholder engagement process, we spoke with the holders of approximately 70% of our outstanding shares in Fall 2020. The feedback we received, and the actions we have taken in response to the feedback, is described in the section above entitled 'Stockholder Engagement and Responsiveness.' Our Compensation Committee considers the input provided by our stockholders in shaping our executive compensation program and making compensation decisions.

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2020 Accomplishments

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By all accounts, the COVID-19 global pandemic created an unprecedented 2020 and challenged the conventional ways our company, employees, and customers operate, both personally and professionally. Overall, we are proud of our performance in 2020 and of our team's resiliency and steadfast dedication to advancing our mission to create novel platforms that disrupt conventional treatment paradigms, advance the existing standard of care, and enrich the lives and treatment alternatives for patients worldwide. In doing so, we strive to create a world-class global vision care leader uniquely positioned to drive innovation across glaucoma, corneal health, and retinal disease. Within each of these areas, we are moving full speed ahead with the same pioneering discipline, pipeline development expertise, and skilled commercial execution that has made us the worldwide leader of the MIGS marketplace today.

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Our ability to execute our plans in 2020 not only illustrates our effective ongoing response to the current market environment, but is also a reflection of the progress we continue to make towards our broader strategic vision. Consider our key 2020 accomplishments:

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Despite the challenges created by the COVID-19 pandemic, we have also continued to drive long-term shareholder value. Annualized total shareholder returns were +38.2% and +43.2% for the one- and three-year periods ended December 31, 2020, which ranked at the 69^th and 74^th percentile of our peer group, respectively.

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In summary, we are creating a unique vision care leader prepared to drive a robust cadence of innovation that can significantly expand our market opportunities and drive sustainable growth and profitability over the next decade. The strong foundation and team we've built leaves us confident in our continued ability to execute on our long-term strategic plan and advance our mission to transform the treatment of chronic eye diseases for the benefit of patients worldwide.

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Executive Compensation Program and Objectives

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Our executive compensation program for 2020 was intended to:

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Our 2020 executive compensation program was comprised of three key elements, each of which was designed to further the program objectives listed above: (1) base salary; (2) annual bonus that is earned upon achievement of specified corporate and/or individual goals; and (3) long-term incentive compensation in the form of equity awards that are subject to both performance-based and time-based vesting requirements. We

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also provide 401(k) retirement benefits, an executive deferred compensation plan, executive physical, and severance benefits to our senior leadership team, including our NEOs.

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The largest component of our compensation program is long-term incentive awards (based upon the grant date value). When combined with the target annual incentive award, the vast majority of executive compensation is 'at risk,' or, in other words, dependent on the accomplishment of the Company's business and financial objectives or the performance of the Company's stock (or both, in the case of annual bonus awards granted in equity and the PRSUs). In the case of Mr. Burns, 89% of his 2020 target compensation is 'at risk.' For our other Named Executive Officers, 81% of their average target compensation is 'at risk.'

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Role of the Compensation Committee

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Pursuant to its charter, the Compensation Committee has the authority to determine the amount of compensation given to each of the Named Executive Officers, as well as the overall executive compensation program. The Compensation Committee annually evaluates the performance of each of the Named Executive Officers and determines compensation levels based on its performance evaluation. The Compensation Committee also, among other things, reviews and approves our executive compensation elements, plans and policies, and is responsible for administering our equity incentive plans, including approving award grants under the plans. Executive compensation and senior management equity award grants are also approved by our Board of Directors as a whole. In performing its duties, the Compensation Committee is authorized to consider the recommendations of our Chief Executive Officer when determining the compensation of the other members of management, including the Named Executive Officers. The Compensation Committee is also authorized to approve any severance benefits, deferred compensation and change-in-control benefits or any perquisites offered to our Named Executive Officers.

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All Compensation Committee members are deemed independent under applicable NYSE rules. None of our Named Executive Officers is a member of our Compensation Committee or otherwise had any role in determining the compensation of our other Named Executive Officers, other than the Chief Executive Officer's recommendations to the Compensation Committee as to the compensation of the other Named Executive Officers.

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Role of the Compensation Consultant

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Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants, outside counsel, experts or other advisors to advise the Compensation Committee with respect to amounts or forms of executive compensation or in carrying out its other responsibilities. For 2020, the Compensation Committee retained Frederic W. Cook & Co., Inc. ('FW Cook') as its independent compensation consultant. The Compensation Committee was directly responsible for the appointment and oversight of the compensation consultant. During 2020, FW Cook provided no services to Glaukos or its management other than its compensation consulting services provided in its capacity as the Compensation Committee's independent advisor on executive and non-employee director compensation.

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In connection with the compensation consultant services provided by FW Cook in 2020, the Compensation Committee has assessed the independence of FW Cook pursuant to the SEC and NYSE rules and has concluded that no conflict of interest exists.

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Peer Companies

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Below is a listing of the peer group companies used by the Compensation Committee for 2020 comparative compensation purposes. The Compensation Committee's objective in selecting this peer group was to include a group of comparably-sized public companies in the life sciences sector, with an emphasis on medical technology companies and biotechnology companies with commercialized products. We generally targeted peer companies in this field that had reported annual revenues of less than $1 billion (approximately 4x our 2020 revenue), and held a market capitalization between $750 million and $10 billion (approximately 0.3x to 3.75x our market capitalization at the time of analysis). The Compensation Committee believes that use of these criteria identifies the Company's peers both for executive talent as well as for capital investment, based on the growth profile of the Company.

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In determining the peer group used when setting 2020 executive compensation, the Compensation Committee removed nine companies from the 2019 peer group that no longer fit within the criteria, had limited publicly disclosed information available, or demonstrated irregular pay practices. The Compensation Committee added nine companies to the peer group who are geographically local, compete with the Company for talent, are common peers used by other companies in our peer group, or are frequently

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referenced by our securities analysts. Our peer group used to determine 2020 executive compensation includes the following 20 companies:

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At the time these criteria were set, the Company's market cap was at the 68^th percentile of the new peer group and slightly below the revenue median of the group. The Compensation Committee reviews the peer group data as a reference point in assessing compensation decisions for the Named Executive Officers using its business judgment. Other factors considered when determining compensation levels include our objective of attracting and retaining highly qualified executives, and our goal of rewarding top performers to motivate and encourage high achievement. Finally, the Compensation Committee notes that due to the rather narrow slice of the ophthalmology field within which the Company operates, the targeted talent pool from which to attract skilled leadership is narrow. As such, it will continue to revisit and revise its peer group in future years to ensure the Company remains competitive in its continuing recruitment and retention efforts.

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Material Elements of Compensation

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Base Salaries

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We provide an annual base salary to each of our Named Executive Officers to compensate them for performing their day-to-day services during the year. Salaries are reviewed annually by the Compensation Committee and may be adjusted for the following year based on a variety of quantitative and qualitative factors, including each executive's job responsibilities, experience, performance, and competitive market levels, as well as the recommendations of our Chief Executive Officer (except with respect to his own salary). No Named Executive Officer is entitled to any automatic base salary increases.

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The chart below shows the change in each Named Executive Officer's base salary from fiscal 2019 to fiscal 2020. In setting 2020 base salary, the Compensation Committee considered the Company's financial and operational performance during 2019, noting that the Company had met or overachieved its revenue, expenses, research and development and clinical trial enrollment objectives, and taking into account the strategic transactions that the Company had consummated in 2019, including the acquisition of Avedro, the cornerstone of the Company's corneal health business, and the licensing arrangement with Intratus. Even after giving effect to these changes, the base salary of each Named Executive Officer was below the median for the comparable position in our peer group.

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COVID Salary Reduction

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As the full impact of the COVID pandemic hit the Company and its global sales, the Company's NEO's, along with the other members of the senior leadership team, voluntarily agreed to reduce their base salaries by 20%, beginning in April 2020. Salaries were ultimately restored in October 2020, after the Company's sales had seen a return to close to pre-COVID levels.

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In December 2020, the Compensation Committee determined to reimburse these lost wages with a special RSU grant that covered the portion of reduced salary. The RSUs are subject to a three-year annual vesting period, requiring our NEOs to remain employed long-term to earn the salary make-up and creating further alignment with stockholders' interest in increasing the value of the Company. The table below shows the total reduction in salary for each Named Executive Officer, as well as the price of the Company's stock on the date of the special RSU grant (December 17, 2020) and the number of RSUs granted to each NEO.

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Annual Bonuses

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We provide our senior leadership team, including our Named Executive Officers, with a performance-based annual bonus opportunity. The purpose of this annual bonus is to provide competitive incentives for those employees who contribute to the Company's success, and to align our executives' short-term compensation opportunity with the Company's business objectives and performance expectations. The annual bonus opportunity helps further our compensation objective of aligning executive pay with achievement of the Company's short-term goals, which are designed to help the Company achieve its long-term strategic goals and create long-term value for our stockholders. We believe this allows us to compete for top talent and encourages our executives to perform at a high level by providing a near-term reward for that performance.

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Annual Bonus Targets

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The chart below indicates the target bonus opportunity for each of our Named Executive Officers for 2020, which is stated as a percentage of base salary and was not changed from 2019 levels. For 2020, total target cash (which consists of base salary and target bonus opportunity) for each of our NEOs was at or below the median for comparable positions in our peer group.

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Bonus Equity Election

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Under our 2020 bonus plan, our executives can elect to receive all or a portion of their annual bonus in the form of stock options, RSUs or cash. The election is made at the start of the year, so that the final value of the bonus payout increases or decreases based on both achievement of bonus targets and stock price performance, and creates an opportunity for our executives to further align their interests with those of our stockholders.

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To provide additional incentive for executives to elect equity and preserve cash and to create further alignment between our executives' and stockholders' interests, there is a 15% premium component to the conversion from the dollar value of the bonus to the number of RSUs or stock options granted. The 15% premium was modeled on the 15% discount provided to employees who purchase shares of our common stock under the Glaukos Employee Stock Purchase Plan. If an executive elected to convert his or her cash bonus opportunity into an RSU award, then the executive was granted a one-year performance stock unit award with respect to the targeted number of shares having a grant date value equal to the amount of the executive's cash-denominated target bonus, plus the 15% premium to provide an incentive to convert cash to equity, based upon the closing market price ($28.78) on April 1, 2020 (the date of grant). If an executive elected to convert his or her cash bonus opportunity into a stock option award, then the executive was

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granted a one-year performance stock option award with respect to the targeted number of shares having a Black Scholes value, based upon the closing market price on the date of grant ($28.78), equal to the amount of the executive's cash-denominated target bonus, plus the 15% premium.

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The number of RSUs or options that ultimately vested in 2021 with respect to the 2020 bonus for our executives who elected to receive equity was determined in the same manner as the cash bonuses that became payable under our 2020 bonus plan described above (i.e., the number of RSUs or options that vests is performance-contingent so that the percentage that vest will be the same as the payout percentage for target cash bonuses; in other words, if bonuses were earned at 90% of target, then 90% of the target bonus RSUs or options would vest).

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As set forth in the table below, our Chief Operating Officer elected to receive 36% of his 2020 target bonus in the form of bonus stock options rather than cash. He also elected to defer receipt of a portion of his annual bonus pursuant to our nonqualified deferred compensation program. The other NEOs elected to receive the full amount of their annual bonus in cash.

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Award Design

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The 2020 bonus plan was designed so that the Chief Executive Officer's bonus was based 100% on the achievement of corporate objectives, while the other Named Executive Officers were based 75% on corporate objectives and 25% on individual performance. This structure reflects the Chief Executive Officer's ultimate accountability for corporate performance and his personal achievement during the year, while other executives with narrower responsibility are also accountable for performing their own functions.

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The Company's corporate objectives for 2020 were established by the Compensation Committee and the Board in late 2019, in consultation with our management team. Each objective was weighted to signify its importance to our short-term and long-term success and strategy. These goals were designed to be challenging but achievable and to align with the Company's strategic plan and operating budget. These objectives were set based on a pre-COVID budget, and were not changed as the pandemic unfolded, as there was so much uncertainty around the ultimate impact of the pandemic on global sales and clinical and surgical operating dynamics.

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Our 2020 corporate objectives included both financial and product or development milestones. The financial objectives reflect the importance of continued strong, but disciplined, growth of the Company and the Company's goal of transforming the treatment of chronic eye diseases with novel therapies that provide sustainable solutions to important clinical needs. Our two business goals were selected to emphasize the significance of pipeline progress for an innovation-oriented growth company. The products underlying these strategic goals represent opportunities for the Company to expand its market with products that have the potential to transform ophthalmic treatment paradigms.

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Consistent with the Company's goal of achieving continued growth, the Compensation Committee set a pre-COVID net sales target of $300.2 million as one of the Company's financial objectives. This target was set by the Compensation Committee taking into account the Company's 2019 proforma net sales of $273.5 million,

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which includes the full year of 2019 Avedro sales (Avedro was acquired by the Company in late November 2019). When setting this target, the Compensation Committee also considered the integration risks associated with the Avedro acquisition, ongoing improvements with the corneal health franchise reimbursement environment and the competitive landscape in our U.S. glaucoma franchise, as well as the anticipated commercial launch of our new product, the iStent injectW (fully launched in the United States in the second half of 2020). The Compensation Committee wanted to incentivize the Named Executive Officers to achieve top-line sales growth, and therefore used a net sales target as a financial objective. The Company achieved net sales of $225.0 million in 2020, approximately 25% below the sales target, due to the impact of the COVID-19 pandemic and the related shutdowns and restrictions on elective surgical procedures. The COVID-19 pandemic and subsequent economic slowdown materially impacted the global demand for our products, which are used in procedures and therapies that are considered elective. This decrease in demand was most significantly felt in the latter part of the first quarter of 2020 and continuing through the second quarter, with sales at times dipping as low as 10% of our pre-COVID levels. Beginning late in the second quarter of 2020, we began to see trending toward more normalized levels for cataract and keratoconus procedures, a trend that continued through the fourth quarter ended December 31, 2020. The Compensation Committee did not adjust this revenue target, notwithstanding the impact of COVID, and instead determined that the Company had achieved 75% of this corporate objective, which was below the minimum threshold under the 2020 bonus plan formula.

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The other financial corporate objective was to incur operating expenses of less than the Company's pre-COVID adjusted non-GAAP budget of $302.6 million in 2020. When setting this financial objective, the Compensation Committee took into account our continued global expansion within sales and marketing and the expansion of our corneal health franchise, partially offset by the anticipated cost savings of the Avedro acquisition integration. This expense goal also reflected the Company's internal budget prepared taking into account the Company's substantial investments into its product pipeline, such as clinical studies supporting our potentially market-expanding pipeline products, including the clinical trials for both the iDose delivery platform and the iStent infinite, as well as R&D efforts with our earlier stage programs such as our retinal and dry eye disease therapies. This goal reflected, on a proforma, adjusted non-GAAP basis, an increase of an estimated 16% over 2019 operating expenses when including the full year of Avedro expenses. The Company's adjusted non-GAAP operating expenses in 2020 were approximately $235.2 million. This result reflected an aggressive cost-savings initiative instituted by management to preserve cash as the impact of the COVID-19 pandemic became apparent. Capital and other expenditures, including the buildout of the Company's new headquarters facility, were suspended to ensure that the Company would be able to maintain operations and serve customers without having to make significant reductions in workforce or rely on government PPP loans intended for smaller companies without other access to capital. At the same time, the Company increased 2020 non-GAAP R&D expenses by approximately 21% over the prior year, demonstrating the Company's commitment not to sacrifice the key driver of its long-term growth. Based on these results, the Compensation Committee determined that this financial objective had been overachieved and earned at 150% of target.

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The first business objective was completion of the iDose clinical trial cohorts by the end of 2020. This metric was chosen to emphasize the significant potential market opportunity presented by the iDose and to motivate management to achieve approval of this transformative treatment as expeditiously as possible. As of December 31, 2020, these trials were 70 subjects, or approximately 5%, short of being fully enrolled. However, the Compensation Committee recognized that the closure of ophthalmic practices and deferral of elective procedures beginning in the first quarter of 2020 in response to COVID-19 disrupted new patient enrollment in the Company's ongoing clinical trials. This disruption continued even as facilities have reopened, as doctors prioritize their standard procedures over clinical trial enrollment, and the iDose trials were particularly affected. Notwithstanding this significant disruption, the Company only experienced a slight shortfall in reaching the target enrollment. The Compensation Committee determined that the Company achieved 94% of this strategic objective.

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The second business objective was advancement of a particular one of the Company's early-stage products in development to the point where it was ready for its first in-man evaluation. This product, a drug delivery system that could potentially be used to treat both glaucoma and corneal disorders, was chosen as a

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corporate objective for 2020 to reinforce the importance to the Company of developing innovative treatments for ophthalmic disorders. This product was on track early in 2020 to be ready for in-man evaluation; however, the budget for development of this product was cut drastically in the second quarter of 2020, as the Company sought to preserve cash in light of the COVID-19 global pandemic by prioritizing later-stage products already in the clinical or preclinical stage, at the expense of early stage R&D projects. Notwithstanding these cost-saving measures, the Compensation Committee determined that the Company achieved approximately 75% of this strategic objective.

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The two Named Executive Officers other than the Chief Executive Officer had individual objectives (described below) comprising 25% of that portion of their bonus.

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Mr. Calcaterra's individual objectives consisted of specific goals in the areas of commercial growth, such as the successful launch of our iStent injectW product, successful integration of our new CRM system with our enterprise resource management system, and successful buildout and management of our corneal health salesforce. Mr. Calcaterra also had individual objectives with respect to addressing certain regulatory matters internationally and international market expansion.

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Mr. Gilliam's individual objectives consisted of specific goals in the areas of finance, business development, information technology, investor relations and financial planning. This included identification and execution of potential financing alternatives for the Company, integration of our corneal health IT systems and enhancing cybersecurity of our systems, leading the Company's business development efforts, integration of our corneal health operations from a financial reporting, payroll, budgeting and audit perspective, successful completion of the enterprise resource management system implementation, evaluation of financial reporting and disclosure best practices, and analysis of business disruption risks and mitigation strategies. Mr. Gilliam also had individual objectives with respect to achieving unqualified audit opinions and continued development of internal reporting function and analysis.

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Following the end of 2020, the Chief Executive Officer recommended, and the Compensation Committee approved, achievement of 100% of each of Mr. Calcaterra's and Mr. Gilliam's individual objectives, and that 100% of the portion of each executive's bonus tied to the individual objectives was earned. The determinations made by the Compensation Committee with respect to the Company's satisfaction of the corporate goals and the individual goals results in the following formulaic bonus plan achievement:

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Actual Bonus Payout

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For 2020, the Compensation Committee determined that each NEO would be awarded a bonus equal to 95% of his target. Bonus payouts were purposely paid below target, but higher than the percentage generated

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under the pre-COVID bonus plan's funding formula of 52.68% to 55.4%. In determining the NEOs' 2020 earned bonuses, the Compensation Committee considered the extraordinary performance of the Company's executive officers in managing the Company through the COVID-19 pandemic. They took note of the Company's quick action to protect the health and safety of its employees, redesigning manufacturing and assembly work processes to minimize employee contact while maintaining sufficient levels of product to meet demand. Additionally, they took into consideration the decisive cost-saving initiatives the Company instituted, which resulted in approximately $25 million in reduced expenses, as well as the $287.5 million convertible notes financing the Company effected to raise capital while working remotely during the pandemic, which allowed the Company to avoid significant layoffs of employees and continue to advance development of their key strategic pipeline products, the greatest driver of long-term growth and value. The Compensation Committee also took note of the customer support and sales initiatives the Company put in place during this unprecedented time of uncertainty and crisis, including the creation of distance training and education programs for our customers, webinar support resources on running practices during the COVID-19 pandemic, and providing in-person customer assistance as soon as safely possible. The Compensation Committee also noted that, notwithstanding the significant disruption to global sales caused by the pandemic, which at times dropped to 10% of pre-COVID levels, sales for 2020 remained relatively consistent with the prior year, decreasing only 5% from 2019 reported net sales. The Compensation Committee also took into consideration that, based on 2020 enrollment trends prior to the COVID-19 lockdowns, the iDose enrollment goal would have been achieved in full. In considering the corporate goals, the Compensation Committee determined that each would have been achieved and believed that the bonus would have been earned above target but for the disruption caused by COVID-19.

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Based on these factors, the Compensation Committee approved the payment of a discretionary bonus in addition to the earned bonus for all bonus-eligible personnel, in an amount sufficient to reach 95% of each employee's target bonus, to recognize and reward the effort and performance of our workforce during the COVID crisis. The Compensation Committee ensured that the total bonus payout for our senior leadership team was below target, even after taking the discretionary portion into account. Additionally, rather than paying out the full amount in cash, this discretionary portion was paid approximately 60% in cash and 40% in time-based RSUs that were granted in December 2020 and vest 1/3 on each of the first three anniversaries of the grant date. The number of RSUs granted was determined by dividing the value of 40% of the discretionary portion of the annual bonus by the closing stock price of the Company's common stock on the date of grant ($72.99 on December 17, 2020). The Compensation Committee believed this was an appropriate split between cash and equity as it provided sufficient cash in the short term to reward the Company's exemplary work during a challenging time, but also contained a significant portion in equity to provide further alignment of our executives' interests with those of our stockholders. The equity portion also provides retention value: in order for the recipients to receive the full benefit of the RSUs, they must remain employed by the Company for the entire vesting period. Additionally, the RSU grant provides incentive to the recipients, including our NEOs, to continue to drive the growth of the organization.

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The discretionary portion of the annual bonus approved by the Compensation Committee consists of approximately 39.6% of bonus target for Mr. Burns, our CEO, and 42.32% of target for our two other NEOs, resulting in a total bonus payout value of 95% of target. The form of payment was made pursuant to the cash, stock option or RSU election made at the start of the plan. Mr. Calcaterra elected to receive 36% of his 2020 annual bonus in the form of stock options and the other 64% in the form of cash.

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The values of the portion of the 2020 NEO bonuses earned pursuant to formulaic criteria established prior to COVID-19 and the discretionary portion is set forth in the table below.

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The portion of Mr. Calcaterra's bonus that was deferred pursuant to our nonqualified deferred compensation program is included in the '2020 Earned Bonus Value' column in the table above.

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The discretionary portion of the 2020 annual bonus was determined to be paid out approximately 60% in cash and 40% in RSUs that were granted on December 17, 2020. The portion in RSUs vest one-third on each of the first three anniversaries of the grant date, requiring our NEOs to remain employed long-term and to further align the interests of our NEOs with those of our stockholders. No premium was applied to the RSUs granted. The cash portion of the discretionary bonus, along with the cash portion of the earned bonus, was paid out in March 2021, consistent with the payment of all employee bonuses. The components of the discretionary bonus payouts received by our NEOs are set forth in the table below.

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2021 Bonus Plan

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In March 2021, the Compensation Committee approved the 2021 executive bonus plan issued under our 2015 Omnibus Incentive Compensation Plan. With regard to performance targets, the Compensation Committee determined to focus on key operational initiatives for the corporate performance component, which include financial components similar to those measured in 2020 as well as strategic objectives tied to pipeline product approvals and pipeline product development accomplishments by the end of 2021. The respective weightings of these 2021 bonus targets is consistent with those applied in 2020.

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Long-Term Incentive Compensation

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The Compensation Committee believes it is essential to provide long-term equity-based compensation to our executive officers in order to link both the interests and risks of our executive officers with those of our stockholders, which is a cornerstone of the Company's pay for performance philosophy. Equity awards with a multi-year vesting schedule are designed to reward the creation and preservation of long-term stockholder value. Our management team follows the same philosophy: all employees in the Company receive annual equity grants, to foster a sense of ownership and align interests with those of our investors.

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For 2020, long-term incentive compensation consisted of both time-based and performance-based equity grants. Performance-based equity consists of grants of equity that require the achievement of pre-determined operational or financial objectives in order to vest. Additionally, like all equity grants, the value of performance-based equity increases if the price of the Company's common stock increases. The Compensation Committee believes that the use of performance-based equity advances multiple goals that benefit both the Company and stockholders. Performance-based equity grants incentivize the achievement of the Company's long- and short-term strategic goals, they motivate executives to work hard to increase the value of the Company, as evidenced by increased stock price, and they encourage executives to remain employed with the Company.

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For 2020 equity grants, the Compensation Committee retained the multi-component construct developed in 2019. However, in response to stockholder feedback that our Chief Executive Officer, Mr. Burns, should have a greater percentage of his long-term incentive compensation in the form of performance-based equity, for 2020 the Compensation Committee increased the amount of Mr. Burns' 2020 equity grant that was performance-based from 33% to 50% of the total grant value. This increase was intended to align Mr. Burns' interests with those of our stockholders, and require him to achieve critical long-term growth goals in order to earn half of his award. The other half of Mr. Burns' 2020 equity grant was split equally between time-based RSUs and time-based stock options. For our other Named Executive Officers' 2020 long-term incentive equity grants, the Compensation Committee retained the 2019 equity grant mix of one-third time-based options, one-third time-based RSUs and one-third performance-based RSUs.

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Additionally, in 2020 executives were given the opportunity to convert the time-based RSU portion of their equity award into stock options with equivalent value and to convert the performance-based RSU portion of their equity grant into performance-based stock options with equivalent value and the same long-term

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performance goals. The opportunity to elect to have full value shares granted as options affords those executives who expect the Company's stock price to increase after the grant date greater potential reward in exchange for the lack of guaranteed value from an RSU. The Compensation Committee views this election to convert full value shares to options as supporting the Company's entrepreneurial spirit of growth. Mr. Burns elected to receive half of his performance equity grant in the form of stock options and half as PRSUs. Messrs. Calcaterra and Gilliam each chose to receive all of their performance equity in the form of stock options.

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2020 Named Executive Officer Equity Grants

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The Compensation Committee considered several factors when determining 2020 equity award sizes, including peer group data and the Company's strong financial and operational performance in 2019. The Compensation Committee noted that the Company had overachieved net sales and operating expense budgets in 2019, and had completed several key strategic acquisitions and partnerships, including the acquisition of Avedro, a licensing deal with Intratus, and a distribution agreement with Santen Pharmaceuticals, which have helped advance the Company into becoming a leader in not only the glaucoma space, but also corneal and retinal health markets. The Compensation Committee also considered the level of grant that it believed would be appropriate to provide strong retention value and more closely link our Named Executive Officers' compensation to our stockholders' interests.

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The following table shows the intended target total annual equity grant value awarded to each Named Executive Officer in 2020, and the number of time-based options, time-based RSUs, performance-based options and PRSUs granted based on the 2020 performance and compensation review process.

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2020 Time-Based Stock Options and RSUs

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The time-based equity grants of options to our Named Executive Officers in 2020 vest over four years, with 25% of the options vesting on the first anniversary of the grant date, and the remainder vesting in equal monthly installments over the following three years. The exercise price for the options is the closing price for our stock on the date of grant. The equity grants of time-based RSUs to our Named Executive Officers in 2020 vest over four years, with 25% of the RSUs vesting and being delivered on each of the first four anniversaries of the grant date.

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2020 Performance-Based Equity Grant

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As discussed above, performance-based equity was increased from 33% to 50% of the total value of our CEO's 2020 long-term equity grant, and made up one-third of the value for our other NEOs. Goals for our performance-based equity awards were set prior to the COVID-19 pandemic and no changes were made to recognize the impact of the economic shutdown.

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The performance-based equity granted to our executives in 2020 is earned based on pre-determined 2020-2022 revenue goals for the Avedro corneal health operations acquired in late 2019. Between 0%-200% of the target award can be earned based on the Company's under- or over-achievement of the three-year Avedro revenue goals. Earned awards vest when the Compensation Committee determines the corneal health revenue achievement at the end of the full three-year performance period, but vesting for up to one-third of the target options or PRSUs may be earned after each of year one and year two based on achievement of annual revenue goals. No more than one-third of the target number of options or PRSUs can vest in each of years 1 and 2 (i.e., above-target performance can only be earned after the end of the three-year performance period). The long-term revenue objectives were chosen in direct response to stockholder feedback during our 2019 engagement campaign, as multiple stockholders emphasized the importance of successfully integrating the Avedro operations and building the corneal business platform. The Compensation Committee directly

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responded to this feedback by designing performance objectives that they believe will accomplish those goals. Additionally, the three-year performance period was an increase over the performance grant in 2019, which did not have a multi-year element.

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The target corneal health revenue for 2020, as set by our Compensation Committee prior to the COVID-19 global lockdown, was $51 million, representing an approximately 20% increase over Avedro's 2019 full year proforma, adjusted non-GAAP revenue. The threshold to vest in any portion of the possible one-third acceleration for 2020 was $41 million, or 80% of the target. The Compensation Committee believed that this was a rigorous goal based upon Avedro's operating history and the challenges of integrating a new business and sales force. The Company actually achieved corneal health net sales of approximately $45.6 million, or 89% of the target, notwithstanding the impact on sales of COVID-19. This level of sales resulted in 74% of the total possible year one equity grants being earned for each NEO.

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2021 Named Executive Officer Long-Term Equity Grants

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For 2021, the Compensation Committee retained the same equity value mix as 2020, with 50% of our CEO's 2021 equity awards in the form of performance-based equity and 33.3% of our other Named Executive Officers' equity awards in performance-based equity.

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The performance-based equity granted to our executives in 2021 will be earned based upon certain pipeline product regulatory approvals obtained over a four-year performance period. The performance period was chosen in response to stockholder feedback during our 2020 engagement campaign, as stockholders expressed the desire to see performance equity earned over an even longer period of time than the three years granted in 2020, to provide additional retention incentive and motivate executives to create long-term value for the Company. The Compensation Committee recognized that bringing new products to market is the most effective way for the Company to grow in sales and overall value to our stockholders. By incentivizing the approvals necessary to commercialize our many pipeline products, the Compensation Committee created even greater alignment between our executives and our investors. Additionally, these performance targets are required to be met within four years, putting a tight timeframe on the window to earn the full equity grant and encouraging our management team to get products to market as promptly as possible. The Compensation Committee believes that these performance targets will help the Company achieve its strategic and operations goals and create long-term value.

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2019 Named Executive Officer Performance-Based Equity Grant

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In 2019, our NEOs received their first grant of PRSUs. These PRSUs would only vest upon the Compensation Committee's confirmation that at least 75% of the Company's existing surgeon base, trained on our original iStent product, have completed the rigorous certification training for and converted to our iStent inject product, which was approved by the FDA and commercially launched in 2018. This essential training is designed to ensure that surgeons are properly and fully prepared to utilize our iStent inject product to achieve the highest probability of positive surgical outcomes. In December 2020, the Compensation Committee determined that this operational objective had been satisfied, and the underlying equity grants made to our executives, including our NEOs, were earned and vested. Mr. Burns vested in 19,416 shares, Mr. Calcaterra vested in 6,311 shares and Mr. Gilliam in 6,311 shares.

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Severance Benefits

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We have entered into executive severance and change in control agreements with each of our senior team leaders, including our three executive officers, Messrs. Burns, Calcaterra and Gilliam. The level of each executive's severance benefits has been determined to be appropriate by the Compensation Committee, which believes that severance benefits, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. We believe these potential benefits helped us to assemble a qualified senior leadership team. The payments and benefits provided under our severance and change in control arrangements are designed to provide our Named Executive Officers with treatment that is competitive with market practices.

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As described in more detail below under the heading 'Potential Payments Upon Termination or Change in Control,' each of the Named Executive Officers would be entitled to severance benefits in the event of an involuntary termination of employment by us without 'cause' or a resignation for 'good reason' (each as defined in the executive severance and change in control agreements). The change in control severance benefits are subject to a double trigger, and the Named Executive Officers are not entitled to their cash severance benefits merely because a change in control transaction occurs. The amount of each Named Executive Officer's severance benefits is increased in connection with a qualifying termination in connection with or following a change in control in order to encourage our Named Executive Officers to remain employed with us, and focus on the creation of value for stockholders, during an important time when their prospects for continued employment following a change in control transaction may be uncertain.

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No Named Executive Officer is entitled to receive a 'gross-up' or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the 'Code'), and, depending on what results in the best after-tax benefit for the executive, benefits may be 'cut back' instead in such circumstances. Additionally, no new or amended employment agreements were entered into with any of our NEOs since the date of the 2020 Annual Meeting of Stockholders. All members of the Compensation Committee during fiscal 2020 were independent directors and none of them are current or former employees or officers of the Company or had any relationship with us during fiscal 2020 requiring disclosure of certain transactions with related persons under SEC rules.

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Other Benefits

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All full-time employees, including our Named Executive Officers, are eligible to participate in the Company's health and welfare benefits, our 401(k) Plan with a company-sponsored match component and our Employee Stock Purchase Plan. Our Named Executive Officers are also eligible for an annual executive physical.

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We have also adopted and maintain the Glaukos Corporation Nonqualified Deferred Compensation Plan (the 'Deferred Compensation Plan'). The Deferred Compensation Plan permits our management or highly compensated employees, including all of our Named Executive Officers, to elect to defer base salary and annual incentive compensation pursuant to the terms of the Deferred Compensation Plan. Further details on this Deferred Compensation Plan are provided below under the heading, 'Nonqualified Deferred Compensation Plans.' As noted below, each of Messrs. Burns and Calcaterra participated in the Deferred Compensation Plan during 2020.

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Stock Ownership Policy Applicable to Executive Officers

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In 2019, the Compensation Committee adopted a Stock Ownership Policy that requires our executive officers to maintain a meaningful equity stake in our Company. These guidelines require our Chief Executive Officer to own shares of our common stock having a value equal to at least six times his annual base salary, and each of our other Named Executive Officers to own shares of our common stock having a value of at least three times the executive's annual base salary. Shares subject to stock options and unvested PRSUs are not considered owned by the executive for purposes of this Policy. Each Named Executive Officer is required to meet the minimum stock ownership requirement within five years from the date on which they become subject to the guidelines. As of January 1, 2021, each of our Named Executive Officers was in compliance with the applicable minimum stock ownership levels.

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Policy on Pledging and Hedging of Company Shares

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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 our executive officers from pledging Glaukos securities or engaging in hedging transactions.

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Clawback Policy

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In 2018, in response to stockholder feedback, the Compensation Committee decided to create greater accountability for our executive officers by adopting a policy regarding the recoupment of certain incentive

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compensation payments. Pursuant to this policy, our Board of Directors or the Compensation Committee shall, if it deems appropriate under certain circumstances, require reimbursement or cancellation of all or a portion of any short- or long-term cash or equity incentive payments or awards to our executive officers. This reimbursement requirement would apply when the amount of any such payment or award was determined based upon the achievement of financial results that were subsequently the subject of an accounting restatement due to noncompliance with any financial reporting requirements under federal securities laws, and such restatement was the result of misconduct, if a lesser, or no, payment or award would have been earned based upon the restated financials and the payment or award was received in the three years preceding the date of the restatement.

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Policy with Respect to Section 162(m)

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Section 162(m) of the Code generally prohibits a publicly-held company from deducting compensation paid to a current or former Named Executive Officer that exceeds $1.0 million during the tax year. Certain awards granted before November 2, 2017 may qualify for an exception to the $1.0 million deductibility limit.

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As one of the factors in its consideration of compensation matters, the Compensation Committee notes this deductibility limitation. However, the Compensation Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and our stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible.

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Compensation Committee Report

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The Compensation Committee of the Board has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.

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Compensation, Nominating and Governance Committee of the Board

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Mark J. Foley (chair)

William J. Link, Ph.D.

Gilbert H. Kliman, M.D.

Denice M. Torres*

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* Ms. Torres was appointed to the Board of Directors on March 1, 2021 and the Compensation Committee on March 18, 2021. She did not serve on the Compensation Committee during the 2020 year covered in the Compensation Discussion and Analysis section of this Proxy Statement.

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Summary Compensation Table for Fiscal Years 2020, 2019 and 2018

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The following table provides information regarding the compensation of our Named Executive Officers during 2020, 2019 and 2018.

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2020 Bonus RSUs: The amounts reported in the stock awards column for 2020 include the grant date fair value of restricted stock units (the 'Bonus RSUs') granted to each of our NEOs as part of a discretionary bonus approved by our Compensation Committee in recognition of their exemplary management of the Company during the COVID-19 pandemic. The grant date fair value of the Bonus RSUs was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. For a more detailed description of these grants of Bonus RSUs, please see 'Material Elements of Compensation-Annual Bonuses' in the Compensation Discussion and Analysis section above.

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2020 Bonus Options: The amounts reported in the option awards column for 2020 include the grant date fair value of stock options (the 'Bonus Options') granted to Mr. Calcaterra pursuant to his election to receive 36% of his 2020 bonus in the form of stock options rather than cash. The grant date fair value of the Bonus Options was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The Bonus Options are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the Bonus Options of $115,971 for Mr. Calcaterra. If we had achieved the highest level of performance under the Bonus Options, the grant date fair value for the Bonus Options would have increased to $231,942 for Mr. Calcaterra. For a more detailed description of these grants of Bonus Options, please see 'Material Elements of Compensation-Annual Bonuses' in the Compensation Discussion and Analysis section above.

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2020 Performance Options: The amounts reported in the option awards column for 2020 include the grant date fair value of performance-based stock options (the 'Performance Options') granted to each of our Named Executive Officers that only vests upon the achievement of a pre-determined financial target over a multi-year performance period. The grant date fair value of the Performance Options was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The Performance Options are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the Performance Options of $1,174,997 for Mr. Burns, $466,616 for Mr. Calcaterra and $499,954 for Mr. Gilliam. The probable outcome of the applicable performance conditions also constitutes the highest level of performance under the Performance Options for the first year of the multi-year performance period. For a more detailed description of these grants of the Performance Options, please see 'Material Elements of Compensation-Long-Term Incentive Compensation' in the Compensation Discussion and Analysis section above.

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2020 Performance RSUs: The amounts reported in the stock awards column for 2020 include the grant date fair value of PRSUs granted to Mr. Burns pursuant to his election to receive 50% of his 2020 long-term performance equity grant in the form of RSUs and 50% in stock options, that only vest upon the achievement of a pre-determined financial target over a multi-year performance period. The grant date fair value of the PRSUs was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The PRSUs are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the PRSUs of $1,174,994 for Mr. Burns. The probable outcome of the applicable performance conditions also constitutes the highest level of performance under the PRSUs for the first year of the multi-year performance period. For a more detailed description of these grants of the PRSUs, please see 'Material Elements of Compensation-Long-Term Incentive Compensation' in the Compensation Discussion and Analysis section above.

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Executive Employment Offer Letters

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On July 10, 2014, we entered into employment offer letters with Messrs. Burns and Calcaterra, and on February 3, 2017, we entered into an offer letter with Mr. Gilliam. The offer letters provide Messrs. Burns and Calcaterra with an annual base salary of $525,000 and $320,000, respectively, and a target bonus opportunity of 70% and 40% of base salary, respectively. Mr. Gilliam's offer letter provides him an annual base salary of $360,000 and a target bonus opportunity of 50% of base salary. As described above in the Compensation Discussion and Analysis, each executive's annual bonus is based upon the achievement of specific corporate or individual performance objectives determined by our Board. Base salary and bonus opportunity percentages are reviewed by our Board at least annually for adjustments.

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Messrs. Burns, Calcaterra and Gilliam are also entitled to receive all employee benefits that we customarily make available to employees in comparable positions, including participation in our equity plans. Additionally, Messrs. Burns, Calcaterra and Gilliam continue to be subject to the patent, copyright and non-disclosure restrictive covenants agreement each executed at the time of employment. None of our NEOs entered into a new or amended employment agreement with the Company since the date of our 2020 Annual Meeting of Stockholders.

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2020 Grants of Plan-Based Awards

The following table summarizes information about the non-equity incentive awards and equity-based awards granted to our Named Executive Officers in 2020:

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