GLAUKOS Corp

Base Salary

We provide an annual base salary to each of our NEOs to compensate them for performing their day-to-day services during the year. Salaries are reviewed annually by the CNG 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 CEO (except with respect to his own salary). No NEO is entitled to any automatic base salary increases.

In setting 2023 base salaries, the CNG Committee considered numerous factors regarding our NEOs’ performance during 2022, including strong operational and financial performance, advancing development of our key pipeline products, which are the greatest driver of long-term growth for the Company and its shareholders. The CNG Committee also took into account the competitiveness of our NEOs’ compensation relative to the peer group. Mr. Thurman’s increase was intended as a market adjustment that would bring him closer to the median for a chief financial officer in our peer group and to recognize Mr. Thurman’s growth in the role during 2022.

The chart below shows the change in each NEO’s base salary from fiscal 2022 to fiscal 2023.

Even after giving effect to these changes, the base salary of each NEO was near or below the median for the comparable position in our peer group, with the CEO salary set slightly below the median consistent with our pay-for-performance emphasis.

Annual Bonus

We provide our senior leadership team, including our NEOs, with an annual performance-based 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 a portion of 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.

ANNUAL BONUS TARGETS

The chart below indicates the target bonus opportunity for each of our NEOs for 2023, which is stated as a percentage of base salary. No changes were made to target bonus opportunities in 2023 for our CEO or other NEOs. For 2023, total target cash (which consists of base salary and target bonus opportunity) for each of our NEOs was near the median for comparable positions in our peer group. Bonuses are capped at 200% of target for each executive.

BONUS EQUITY ELECTION

Under our 2023 bonus plan, our executives can elect to receive all or a portion of their annual bonus in the form of stock options or RSUs in lieu of 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 goals and stock price performance, and creates an opportunity for our executives to further align their interests with those of our stockholders.

To provide additional incentive for executives to elect equity and preserve cash and to create further alignment between our executives’ and stockholders’ interests, a 15% premium is applied when converting from the dollar value of the target 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 equity award, then the executive would be granted a one-year performance stock unit or performance option 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.

The number of RSUs or options that ultimately vest would be determined in the same manner as the cash bonuses that became payable under our 2023 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).

As set forth in the table below, for 2023 our CEO, Mr. Burns, elected to receive 100% of his annual bonus in options, and Mr. Thurman elected to receive 50% of his annual bonus in options.

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The target number of bonus stock options granted to Mr. Burns and Mr. Thurman were calculated based upon the closing price of the Company’s common stock ($49.51) and the Black-Scholes value on the date of grant, April 3, 2023.

AWARD DESIGN

The 2023 bonus plan was designed so that the CEO’s bonus was based 100% on the achievement of corporate objectives, while the other NEOs’ bonuses were based 75% on corporate objectives and 25% on individual performance. This structure reflects the CEO’s ultimate accountability for corporate performance during the year, while other executives with narrower responsibility are also accountable for performing their own functions.

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The earnout for revenue is subject to interpolation between the points shown and is capped at 300% of target. The Milestone Goals and Individual performance may be scored above or below target (from 0-150% payout) based on the quality of achievement including timeliness, degree of success, and assessment of value creation that results. Total bonus payout is capped at 200% of target.

Corporate Objectives

The Company’s corporate objectives for 2023 were established by the CNG Committee and the Board in March 2023, in consultation with our management team. The weighting for each objective signifies 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.

Our 2023 corporate objectives included financial, product development and regulatory milestones and also included an ESG goal. The financial objectives reflect the importance of continued strong, but disciplined, growth of the Company and the Company’s goal of transforming vision with novel therapies that improve outcomes for patients suffering from chronic eye disease. Our product development- and regulatory-related business goals were selected to emphasize the significance of pipeline progress, and both were focused on key strategic goals that contributed to the FDA approval ofiDose TR. Our ESG-related business goal was added in 2022, and retained in 2023, in response to shareholder feedback to see a tie between the Company’s sustainability achievements and executive compensation, and reflects our commitment to continuous improvement as a responsible corporate citizen for the benefit of our patients, our investors and all other stakeholders.

Financial Objectives

Consistent with the Company’s goal of achieving continued growth, 50% of the 2023 bonus plan was earned based on our net sales for 2023. The CNG Committee set a net sales target of $293.4 million in 2023.

When setting the 2023 net sales target, the CNG Committee considered the increasing number of competitive products and procedures facing our glaucoma business and the continued adverse impact of the significant reductions in CMS physician fee and facility fee payment rates in the ambulatory surgery centers for procedures using our products.

We achieved $314.7 million in total net sales in 2023, which reflected 11% growth over 2022 results, as well as strong corneal health and international sales growth. We believe the overachievement reflected the strong leadership of our management team in managing our core U.S. glaucoma business in the face of significant challenges caused by increasing competition and global economic pressures, and in expanding our corneal health and our international markets.

The 2023 bonus plan also measured 2023 operating expenses against the Company’s adjusted non-GAAP budget of $351.2 million in 2023. When setting the budget, the CNG Committee took into account expected investments into the Company’s product pipeline, anticipated clinical studies supporting our potentially market-expanding pipeline products, as well as costs associated with our continuing R&D efforts with our earlier stage programs. The level of budgeted expenses also took into consideration the Company’s focus on maintaining an appropriate balance between pipeline and commercial investments while preserving a strong balance sheet.

The Company’s adjusted non-GAAP operating expenses in 2023 were approximately $360.0 million, which was 2.5% above the annual budget target. The difference was primarily due to the decision tocommence clinical trials ahead of schedule giventhe business’ positive momentum, as well as unbudgeted compensation expense that resulted from outperformance against 2023 sales goals and the achievement of growth-driving product development milestones, including theiDose TR approval in December 2023. Additionally, the Company ended the year with total cash of $301 million, which was above the originally-budgeted ending cash balance. This financial measure can be earned between 0-150%, depending on the level of performance. The CNG Committee determined that this financial objective was met at 95% of target, reducing the payout to 5% below target despite the Company missing the goal by only 2.5%.

Strategic Objectives

The first business objective was to successfully conduct an FDA pre-approval inspection (“PAI”) audit related to theiDose TR product, and resolve anyiDose-related issues that arise during the PAI audit. This metric was chosen to emphasize the critical nature of a successful audit in receiving FDA approval of theiDose TR, a product with tremendous growth potential for the Company. The Company successfully passed the audit in August 2023 with no FDA Form 483 observations. Based on this result, the CNG Committee determined that the Company achieved 100% of this strategic objective.

The second business objective was to develop and demonstrate proof of concept implantation for theiDose TRIO, a prototype for in-office implantation of aniDose product. This corporate objective was chosen to encourage expansion of our pharmaceutical development capabilities and explore futureiDose-related solutions. The CNG Committee determined that the Company achieved 100% of this strategic objective.

The third business objective was achievement of at least 7 of the Company’s 12 sustainability goals that were published in its 2022 Sustainability Report and targeted to be completed in 2023. This corporate objective was chosen in response to shareholder requests that the Company create a link between its sustainability targets and executive compensation, to demonstrate our commitment to those metrics that the Company’s investors and other stakeholders deem most important. In our 2022 Sustainability Report, published in April 2023, the Company identified 16 sustainability goals in areas that it considered most impactful to its business and most critical by its stakeholders: Diversity and Inclusion; Product Quality and Patient Safety; Responsible Procurement Practices; Environmental; Access, Affordability and Pricing; Cybersecurity; and Ethics and Compliance. Of the 12 of these stated goals to be completed in 2023, the Company achieved 9, and was on track to achieve the multi-year targets. The Company also achieved 3 additional goals that had targets beyond 2023. The CNG Committee determined that the Company achieved 100% of this strategic objective. All

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16 of the goals set in the 2022 Sustainability Report, along with their achievement status as of the end of 2023, are set forth below.

The three Named Executive Officers other than the CEO had individual objectives for themselves and the teams they manage (described below) with the objectives comprising 25% of their target bonus opportunity.

Following the end of 2023, the CEO recommended, and the CNG Committee approved, achievement of 100% of each of Mr. Gilliam’s, Mr. Thurman’s and Mr. Navratil’s individual objectives. Therefore, 100% of the portion of each executive’s bonus tied to the individual objectives was earned at target. The determinations made by the CNG Committee with respect to the Company’s satisfaction of the corporate goals and the individual goals results in the following formulaic bonus plan achievement:

2023 ACTUAL BONUS PAYOUT

For 2023, the CNG Committee determined that the CEO’s bonus was earned at 171.6% of target under the formulaic scorecard, and each of the other NEO’s earned a bonus equal to 172.1% of their target. Bonus payouts reflected the achievement of our NEOs against the corporate and individual, where applicable, goals determined for them at the start of the year. The CNG Committee determined that the bonus payout for the Company’s senior leadership would

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recognize and reward the effort and performance of our management team in achieving the Company’s near-term financial objectives and advancing toward the Company’s long-term goals to create greater value for our shareholders and other stakeholders by bringing our pipeline products to market and achieving our sustainability goals.

The values of the portion of the 2023 NEO bonuses earned pursuant to formulaic criteria is set forth in the table below. The value of the options reported in the table below is based on the spread value of the options on the April 1, 2024 vesting date.

Mr. Burns and Mr. Thurman elected to receive all or a portion of their 2023 annual bonus in equity. Because the price of the Company’s stock increased from the date of grant of the equity underlying the annual bonus ($49.51 on April 3, 2023) to the date of vesting ($93.10 on April 1, 2024), the value of the bonuses actually paid to Messrs. Burns and Thurman was more than if they had elected to receive all of their bonus in cash.

2024 BONUS PLAN

In March 2024, the CNG Committee approved the 2024 executive bonus plan issued under our 2015 Omnibus Incentive Compensation Plan. With regard to performance targets, the CNG Committee determined to focus on key operational initiatives for the corporate performance component, which include financial components similar to those measured in 2023 as well as strategic objectives tied to pipeline product approvals, pipeline product development accomplishments and achievement of a certain number of external ESG goals by the end of 2024. The respective weightings of these 2024 bonus targets are consistent with those applied in 2023.

Ong-Term Incentives

Long-Term Incentives

The CNG 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 U.S. employees in the Company receive equity grants, to foster a sense of ownership and align interests with those of our investors.

For 2023, long-term incentive compensation consisted of both time-based and performance-based equity grants. Performance-based equity are awards that require the achievement of pre-determined operational or financial objectives in order to vest. The CNG Committee believes that the use of performance-based equity advances multiple goals that benefit both the Company and stockholders. Performance-based equity incentivizes the achievement of the Company’s long- and short-term strategic goals, motivates executives to work hard to increase the value of the Company, as evidenced by increased stock price, and encourages executives to remain employed with the Company.

Our CEO’s 2023 equity grant was designed to be provided half in performance-based RSUs (“PRSUs”) and one-quarter in each of time-based RSUs and stock options. Our other NEO’s awards were designed as one-third time based RSUs, one-third time-based options and one-third PRSUs. In 2024, PRSUs will increase from one-third to one-half of all NEO equity grants. Our executives were given the opportunity to convert the time-based stock option portion of their equity award into RSUs with equivalent value, to convert the time-based RSU portion of their equity award into stock options with equivalent value and to convert the PRSU portion of their equity grant into performance-based stock options with equivalent value and the same long-term performance goals. The opportunity to elect to have full value shares granted as options affords those executives greater potential reward in exchange for the lack of guaranteed value from an RSU. The CNG Committee views this election to convert full value shares to options as supporting the Company’s entrepreneurial spirit of growth, and the conversion of options to full value shares as providing a strong retention incentive.

For 2023, Mr. Burns chose to receive his performance-based equity as performance-based options, in lieu of PRSUs, and to received his time-based equity as options, in lieu of time-based RSUs. Each of Messrs. Gilliam and Thurman elected to receive their time-based equity in the form of options and RSUs, while Mr. Navratil chose to receive his time-based equity in the form of RSUs. Messrs. Gilliam and Thurman chose to receive their performance-based equity in the form of performance-based options, and Mr. Navratil chose to receive his performance-based equity in the form of PRSUs.

2023 ANNUAL EQUITY GRANTS

The CNG Committee considered several factors when determining 2023 annual equity award amounts for our CEO and other NEOs, including individual performance, succession planning, internal equity, peer group data and the Company’s performance over the prior year. The CNG Committee exercises its judgment and discretion, and also considers the recommendations from our CEO in setting award amounts for the other NEOs.

The following table shows the intended target total annual equity grant value awarded to each NEO in 2023, and the number of time-based RSUs and stock options, and PRSUs and stock options, granted based on the 2023 performance and compensation review process.

2023 ANNUAL TIME-BASED EQUITY

The equity grants of time-based RSUs to our NEOs in 2023 vest over four years, with 25% of the RSUs vesting and being delivered on each of the first four anniversaries of the grant date. The grants of time-based stock options also vest over four years, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments over the following three years.

2023 ANNUAL PERFORMANCE-BASED EQUITY

For 2023, 50% of our CEO’s annual equity awards and 33.3% of our other NEOs’ equity awards were in the form of performance-based equity.

The performance-based equity granted to our executives in 2023 extends over a five-year period and may be earned based upon the regulatory approval of products in development with a minimum three-year performance period because no goal is achievable until 2025. The CNG Committee believes that achieving regulatory approval to commercialize our products is one of the most effective ways for the Company to establish its foothold as a pharmaceutical manufacturer and ultimately grow in sales and overall value to our stockholders. By rewarding successful completion of the long-term developmental steps necessary to achieve approval and commercialization of our many pipeline products, including pharmaceutical products, the CNG Committee created even greater alignment between our executives and our investors. Additionally, these regulatory approval performance targets are required to be met within five years of the grant date, creating a limited window between the third and fifth years to earn the full performance equity award and encouraging our management team to make our development and regulatory processes as efficient and effective as possible.

Performance is measured using a scorecard, with between 0% and 200% of target earned based on the number of points accumulated during the measurement period.

Points are earned for regulatory approval of new products and line extensions of existing products obtained between 2025 and 2027. No points are earned for regulatory approvals that occur prior to 2025 to ensure that achievement of goals do not overlap with prior performance-based equity plans. Points are earned as follows:

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The number of points earned and banked is first measured against the scorecard at the end of 2025, with any earned awards vesting following CNG Committee certification of performance in the first quarter of 2026. There is a minimum three-year period before any awards can be earned and vest.

Incremental points can be earned for regulatory approvals that occur in 2026 and in 2027, with earned awards paid out as vested shares in the first quarter of 2027 and 2028, respectively, upon certification by the CNG Committee. Any regulatory approvals that occur in 2027 only count towards goal achievement if the U.S. FDA application for approval is made by the end of 2026. The total maximum potential payout for the 2023 performance-based equity awards is capped at 200% of target.

2023 SPECIAL CEO AWARD

In December 2023, we received U.S. FDA approval of the Company’siDose TR product, which is designed to reduce intraocular pressure in patients with ocular hypertension or open-angle glaucoma. This approval was the culmination of more than 15 years of commitment and half a billion dollars of investment on the part of the Company, and we believe is one of the most important value-creating opportunities in the Company’s history.

The significance of this achievement also has been reflected in the Company’s stock price performance: Glaukos stock price rose 25% on the day theiDose approval was announced ($60.42 closing price on December 13, 2023, the day before the announcement, to $75.74 on December 14, 2023, the day of the announcement) and has risen 54% in the aggregate since approval ($60.42 closing price on December 13, 2023, the day before the announcement, to $93.10 on April 1, 2024).

We have received feedback from numerous stockholders that, given the importance of theiDose product to the Company’s long-term growth and value, the Company should connect executive compensation to its successful commercial launch. The CNG Committee determined it was in the best interest of the Company and shareholders to grant our CEO a special, one-time performance RSU award entirely focused on incentivizing and rewarding future milestones related to a successful commercial launch of theiDose TR product, which the Company believes will be a significant driver of long-term shareholder value creation. This grant is 100% performance-based, and is only earned upon the achievement of certain regulatory, reimbursement, and sales volume targets over three years. This long-term performance period is designed to keep our CEO focused on excellent execution over the several years we anticipate it will take before the full value of this product is realized, in terms of market acceptance, financial impact and stock price valuation. The performance targets under the grant were set to reward those aspects of theiDose commercial launch that we believe will have the most impact on the overall success of the product in both the short- and long-term, and consist of:

Mr. Burns’ special PRSU grant had a target grant value of $1 million, an amount designed to meaningfully reward Mr. Burns for achieving these significant growth drivers. Performance to earn the award is measured using a scorecard, with between 0% and 200% of target eligible to be earned based on the number of points accumulated over the three-year measurement period.

Points are based on the achievement of the targets described above. The number of points earned is measured at the end of 2026, with any earned awards vesting following the CNG Committee’s certification of performance at the end of the three-year performance period. The total maximum potential payout for the 2023 Special CEO Award is capped at 200% of target. Mr. Burns must continue providing service to the Company in order to receive the earned shares. If a change in control of the Company occurs, Mr. Burns’ PRSUs will be deemed earned at the higher of the target or the actual points accumulated, and will generally be subject to time-based vesting through December 31, 2026 (subject to accelerated vesting in the event of a qualified termination within 12 months following such change in control).

2022 PERFORMANCE-BASED EQUITY GRANT

Performance-based equity granted to our NEOs in 2022 is measured by commencement of clinical studies related to various pharmaceutical pipeline products. In 2022, the Company commenced four clinical trials, includingiLution treatment for dry eye disease,iLution treatment for presbyopia, and two trials related to next generationiLink corneal health treatments, resulting in 50% of the target award being earned. In 2023, the Company commenced five clinical trials, includingiLution travoprost, IVT axitinib,iLeaf,iLink NXL, andiLink (Epioxa), resulting in an additional 75% of the target award being earned. To date, 125% of the target awards have been earned. The Company believes that the achievement of these milestones reflects discipline and rigor on the part of our management team in developing new pharmaceutical treatments to expand our product offerings, market potential and long-term value.

2021 PERFORMANCE-BASED EQUITY GRANT

Performance-based equity granted in 2021 is held by three of our NEOs (Messrs. Burns, Gilliam, and Navratil) and is measured by receipt of FDA or European Union approvals for certain Company pipeline products, with 50% of the target award earned for each designated product that receives marketing approval from the FDA and 25% earned for each designated product that receives approval to sell in the European Union. In 2022, the Company received FDA clearance of both itsiPrime and itsiStent infinite devices, resulting in 100% of the target award being earned, and in 2023, the Company received FDA approval ofiDose TR, resulting in an additional 50% of the target award being earned. To date, 150% of the target awards have been earned.

Severance Benefits

We have entered into executive severance and change in control agreements with each of our senior team leaders, including our NEOs, Messrs. Burns, Gilliam, Thurman and Navratil. The level of each executive’s severance benefits has been determined to be appropriate by the CNG 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 NEOs with benefits that are competitive with market practices.

As described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” each of the NEOs 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 NEOs are not entitled to their cash severance benefits merely because a change in control transaction occurs. The amount of each NEO’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 NEOs 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.

No NEO 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 2023 Annual Meeting of Stockholders. All members of the Compensation Committee during fiscal 2023 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 2023 requiring disclosure of certain transactions with related persons under SEC rules.

Other Benefits

All full-time employees, including our NEOs, are eligible to participate in the Company’s health and welfare benefits, including our 401(k) Plan with a company-sponsored match component for our U.S.-based employees, and our Employee Stock Purchase Plan. Our NEOs 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.”

Stock Ownership Policy Applicable to Executive Officers

In 2019, the CNG Committee adopted a Stock Ownership Policy that requires our executive officers to maintain a meaningful equity stake in our Company. These guidelines require our CEO 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 NEOs 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 NEO is required to meet the minimum stock ownership requirement within five years from the date on which they become subject to the guidelines. Each of the NEOs was in compliance with the required ownership levels as of January 1, 2024.

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.

Clawback Policy

In accordance with SEC and New York Stock Exchange requirements, in 2023 the Board adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results.

Policy with Respect to Section 162(m)

Section 162(m) of the Code generally prohibits a publicly-held company from deducting compensation paid to a current or former NEO 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.

As one of the factors in its consideration of compensation matters, the CNG Committee notes this deductibility limitation. However, the CNG 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.