Table of Contents

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Table of Contents

PROPOSAL 1 — ELECTION OF DIRECTORS

Table of Contents

PROPOSAL 1 — ELECTION OF DIRECTORS

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board of Directors, on the recommendation of the Compensation Nominating and Governance 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.

Stockholder Engagement and Responsiveness

Since October 2017,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.

At our 2018 Annual Meeting of Stockholders (“2018 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 69.9% majority of the votes cast. Following the 2018 Annual Meeting, we engaged with our stockholders regarding our executive compensation policies and corporate governance structure. During this outreach, members of our management team spoke with stockholders collectively owning over 67% of our outstanding stock (excluding officers and executive compensation policies.directors). These included 14 of our top 20 stockholders. The highlightsChairman of these engagement efforts are:

In these discussions among many topics, we discussed the possibilitywith stockholders collectively owning nearly 50% of receiving  “withhold” votes for our director nominees because the Company has a classified board structure and requires a supermajority vote to amend our Bylaws. outstanding stock.

The vast majority of stockholders with whom we spoke 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 is still in a new product development phase and has its greatest opportunity for creating stockholder value in its future. Our stockholders also conveyed broad general support for the Company’s executive compensation program, including the size and structure of equity grants, recognizing that time-based stock option grants have a performance-based component in that they only have value if the Company’s stock price increases after the grant date.  While our stockholders who did not support our say-on-pay vote did not confirm for us why they withheld support, some of them did provide feedback on our executive compensation program which it is seekingwas communicated to deliver the broadest set of solutions to treat the entire glaucoma disease spectrum.  Many of these stockholders did note that as the Company matures, they would expect to see the Board consider removing some of these provisions.  Our Board of Directors takesand formed the viewsbasis for substantive discussions at the Board of Directors and Committee level.

Specifically, one major stockholder expressed a desire that long-term equity compensation for our Named Executive Officers contain at least a portion of performance-based equity, to enhance the alignment of executives’ and stockholders’ interests. Several stockholders also noted their preference for certain ‘best practice’ compensation policies, such as stockholder ownership guidelines and clawback rights, to ensure executive accountability and enhanced alignment of executives’ and stockholders’ interests.  Additionally, in the shareholder outreach campaign we conducted in late 2017 and prior to our 2018 Annual Meeting, we received feedback from a shareholder requesting a tie between executive bonus compensation and both financial performance and stock price performance.  This stockholder also requested that we modify the executive bonus structure to place greater weight on achieving the net sales financial objective to emphasize the paramount importance, at this stage of the Company’s development, of continued growth of the Company through increased sales and revenue.

Several stockholders also expressed interest in seeing enhanced disclosure regarding corporate social responsibility, specifically focusing on human rights and workplace diversity.

Based on stockholder feedback received in our 2018 and 2017 engagement campaigns, as well as our 2018 say-on-pay vote results, the Compensation Committee and Board responded by taking the following actions:

SAY ON PAY RESPONSIVENESS

When 2019 executive compensation was determined in March 2019, the Compensation Committee responded to the feedback received from stockholders in its shareholder engagement campaign and introduced performance-based restricted stock units (“PBRSUs”) to our senior leadership team, including our Named Executive Officers, as a component of long-term incentive compensation, thus reducing the number of time-based options issued. These PBRSUs will only vest upon the achievement of a pre-determined

operational metric, described below, that will help drive the Company’s long-term value by expanding the Company’s customer base and, therefore, its potential sales.

Based upon feedback received from stockholders regarding compensation best practices, the Compensation Committee also adopted an incentive compensation recapture policy, also known as a “clawback” policy and described in greater detail under “Compensation Discussion and Analysis—Clawback Policy” below, that allows the Compensation Committee to require reimbursement from an executive officer of the Company of any cash or equity incentive compensation that was paid based upon the achievement of financial results that are restated due to noncompliance.

In response to input from stockholders regarding compensation best practices, the Compensation Committee also adopted a stock ownership policy, described under “Compensation Discussion and Analysis—Stock Ownership Policy Applicable to Executive Officers” below, pursuant to which our Chief Executive Officer is required to own shares of the Company’s common stock with a value of at least six times his annual base salary, and our other executive officers, including the other Named Executive Officers, are required to own shares of our stockholders very seriously, reviewscommon stock with a value of at least three times their individual annual base salary.  Under this policy, our non-employee directors are also required to own Company common stock with a value of at least six times their annual retainer. As of April 4, 2019, all of our Named Executive Officers and directors were in compliance with this policy.

An equity election option was adopted in 2018 in response to stockholder feedback received during 2017 requesting a tie between executive bonus compensation and stock price performance. Pursuant to this election option, the Compensation Committee provided senior leaders, including our Named Executive Officers, with the option to elect to receive all or a portion of their annual bonus opportunity in the form of RSUs rather than cash, allowing them to further align their interests with those of our stockholders.  For his 2018 and 2019 bonuses, our Chief Executive Officer, Mr. Burns, elected to receive 100% of his bonus in the form of RSUs, directly linking his bonus payout to the performance of our stock.

Based upon the feedback received from a stockholder requesting a tie between financial performance and bonus compensation to emphasize the paramount importance of continual Company growth through increased net sales, the Compensation Committee adopted a financial performance adjustment factor for 2018 short-term incentive compensation (which will continue for 2019 as well) that places greater weight on achieving the net sales financial objective by decreasing or increasing bonus payout based upon under- or overachievement of our key net sales corporate governance provisionsobjective. This adjustment factor is intended to focus executives on a regular basis, and will consider appropriate changes asthe continued growth of the Company matures, including potentially de-classifyingby increasing revenue, creating enhanced value for stockholders by growing the Board.Company’s top line.

Based on stockholder input emphasizing the importance of corporate social responsibility through human rights and workplace diversity, in 2019 we adopted a Human and Workplace Rights Policy (the “Human Rights Policy”) and a Supplier Code of Conduct (the “Supplier Code”). Pursuant to the Human Rights Policy, we strive to uphold the rights of all people and create a safe and fair workplace free from discrimination and harassment and achieve a diverse workforce that provides equal opportunity regardless of race, gender, national origin or sexual orientation.  The Supplier Code requires our direct suppliers to treat their employees and operate their businesses in a responsible, ethical and humane manner.

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 takes into account 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 broadly.  The Company will continue to engage withIn addition, our stockholders andBoard of Directors will regularly review the Company’s current corporate governance structure to ensure it alignscontinues to align the interest of the Company with its stockholders. stockholders, and consider appropriate governance changes as the Company matures, including potentially de-classifying the Board.

Given that we are no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, the Company is providing stockholders with an advisory vote on executive compensation, and has provided significantly expanded disclosure

Director Independence

Under the rules of the New York Stock Exchange (the “NYSE”) and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board of Directors. Under the NYSE rules, a director will only qualify as an “independent director” if our Board of Directors affirmatively determines that the director has

Audit Committee

Our Board of Directors determined that Messrs. Stapley and Hoffmeister Dr. Kliman and Ms. Weisner, who comprise our Audit Committee, satisfy the independence standards for such committee established by

Compensation, Nominating and Governance Committee

Our Board of Directors determined that Mr. Foley and Dr.Drs. Kliman and Link, who comprise our Compensation Nominating and Governance 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 Nominating and Governance 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.

Our Compensation, Nominating and Governance Committee is responsible for, among other things:

independence of Marsh & McLennan and does not believe Marsh & McLennan’s work has raised any conflict of interest.

Meetings and Attendance

During fiscal 2017,2018, our Board of Directors held four meetings, the Audit Committee held teneight meetings and the Compensation Nominating and Governance 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 2017.2018. In addition, independent directors of our Board of Directors meet in regularly scheduled sessions without management.

It is the Board of Directors’ policy to invite and encourage directors to participate in our annual meeting of stockholders. At our virtual annual meeting of stockholders held during fiscal 2017,2018, all of our then-current directors other than Mr. Silverstein participated.

Succession Planning

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 Compensation Committee reviews succession planning for the chief executive officer and other senior leaders on an annual basis.

Consideration of Director Candidates

Our Board of Directors and the Compensation Nominating and Governance 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 Nominating and Governance Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the Compensation Nominating and Governance 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 Nominating and Governance Committee. While our Board of Directors has no formal policy for

Stockholders who wish to recommend a director candidate for consideration by the Compensation Nominating and Governance 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 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 Nominating and Governance 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.

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 Nominating and Governance Committee as described above) must deliver written notice to our Secretary in the manner described in our Bylaws, and as described further under “Proposals of Stockholders and Director Nominations for 20192020 Annual Meeting” below.

Communications with the Board of Directors

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate directly with members of the Board of Directors, the independent directors or the Chairman of the Board of Directors by submitting a communication in an envelope marked “Confidential” addressed to the “Board of Directors,” “Independent Members of the Board of Directors,” or “Chairperson,” as applicable, at: Glaukos Corporation, 229 Avenida Fabricante, San Clemente, California 92672.

Code of Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, executive officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A current copy of the code is posted under “Corporate Governance” on the investor section of our website at www.glaukos.comhttp://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.

Corporate Citizenship

As we have grown to more than 400 employees and over 500,000 iStents implanted globally, so too has our commitment to creating a positive social impact in a responsible and ethical manner. 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.

In 2019, in response to stockholder feedback received during our 2018 stockholder engagement campaign emphasizing the importance of advancing human rights and workplace diversity, we adopted the Human Rights Policy that documents our efforts to uphold the rights of all people and create a safe and fair workplace free from discrimination and harassment. 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 and promotional practices to ensure that all candidates and employees are treated with fairness and equity.  Approximately 40% of our U.S.-based employees identify themselves as minorities, and approximately 40% identify themselves as female. Additionally, 40% of our senior leadership team is

comprised of women. In fiscal 2018, approximately 40% of our promotions went to female employees, and approximately 50% went to minorities. A current copy of the Human Rights Policy is posted under “Corporate Governance” on our website at http://investors.glaukos.com.

Also in response to 2018 stockholder feedback regarding corporate social responsibility, in 2019 we adopted the Supplier Code.  This Supplier Code applies to our direct suppliers who provide us with components for the products we manufacture and sell. The Supplier Code details our expectations that these direct suppliers will treat their employees and conduct their business in a responsible, ethical and humane manner.  A copy of the Supplier Code is posted under “Corporate Governance” on our website at http://investors.glaukos.com.

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 4,800 iStents to benefit underserved glaucoma patients in 38 countries around the globe.  We have partnered with over 75 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.

EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth certain information regarding our executive officers as of April 5, 2018:4, 2019:

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.

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

PROPOSAL TWO --- 2 — ADVISORY APPROVAL OF NAMED
EXECUTIVE OFFICER COMPENSATION

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 the this Proxy Statement.

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

We urge stockholders to read the “Executive Compensation” section beginning on page 20 of this Proxy Statement which describes in more detail our executive compensation and the key elements of our executive compensation program.  The Compensation Nominating and Governance Committee and the Board of Directors believe that our executive compensation program is appropriately designed to achieve the Company’s business objectives and create long-term value for our stockholders.

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

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as set forth under “Executive Compensation,” including the Compensation Discussion and Analysis, Summary Compensation Table and the related compensation tables and narrative disclosure in this Proxy Statement for the 20182019 Annual Meeting of Stockholders.”

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

We intend to provide our stockholders with an opportunity to approve the compensation of the Company’s named executive officers each year at the annual meeting of stockholders. In Proposal 3, we are asking stockholders to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers. Based on input received from our stockholders and other relevant factors, the Board of Directors will determine when the next such vote will occur.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.  UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM “FOR” OUR NAMED EXECUTIVE OFFICER COMPENSATION.

PROPOSAL THREE --- ADVISORY APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are asking our stockholders to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers. By voting with respect to this Proposal 3, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two, or three years. Stockholders also may, if they wish, abstain from voting on this proposal.

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

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

This vote is advisory and not binding on us or our Board of Directors. However, the Board of Directors and the Compensation, Nominating and Governance Committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation. The Board of Directors may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our stockholders.

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

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE OPTION OF EVERY “1 YEAR” AS THE PREFERRED FREQUENCY FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM FOR “1 YEAR” FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

executive bonus structure to place greater weight on achieving the net sales financial objective to emphasize the paramount importance, at this stage of the Company’s development, of continued growth of the Company through increased sales and revenue.

Several stockholders also expressed interest in seeing enhanced disclosure regarding corporate social responsibility, specifically focusing on human rights and workplace diversity.

Based on stockholder feedback received in our 2018 and 2017 engagement campaigns, as well as our 2018 say-on-pay vote results, the Compensation Committee and Board responded by taking the following actions:

SAY ON PAY RESPONSIVENESS

When 2019 executive compensation was determined in March 2019, the Compensation Committee responded to the feedback received from stockholders in its shareholder engagement campaign and

introduced PBRSUs to our senior leadership team, including our Named Executive Officers, as a component of long-term incentive compensation, thus reducing the number of time-based options issued. These PBRSUs will only vest upon the achievement of a pre-determined operational metric, described below, that will help drive the Company’s long-term value by expanding the Company’s customer base and, therefore, its potential sales.

Based upon feedback received from stockholders regarding compensation best practices, the Compensation Committee also adopted an incentive compensation recapture policy, also known as a “clawback” policy and described in greater detail under “Compensation Discussion and Analysis—Clawback Policy” below, that allows the Compensation Committee to require reimbursement from an executive officer of the Company of any cash or equity incentive compensation that was paid based upon the achievement of financial results that are restated due to noncompliance.

In response to input from stockholders regarding compensation best practices, the Compensation Committee also adopted a stock ownership policy, described under “Compensation Discussion and Analysis—Stock Ownership Policy Applicable to Executive Officers” below, pursuant to which our Chief Executive Officer is required to own shares of the Company’s common stock with a value of at least six times his annual base salary, and our other executive officers, including the other Named Executive Officers, are required to own shares of our common stock with a value of at least three times their individual annual base salary.  Under this policy, our non-employee directors are also required to own Company common stock with a value of at least six times their annual retainer. As of April 4, 2019, all of our Named Executive Officers and directors were in compliance with this policy.

An equity election option was adopted in 2018 in response to stockholder feedback received during 2017 requesting a tie between executive bonus compensation and stock price performance. Pursuant to this election option, the Compensation Committee provided senior leaders, including our Named Executive Officers, with the option to elect to receive all or a portion of their annual bonus opportunity in the form of RSUs rather than cash, allowing them to further align their interests with those of our stockholders.  For his 2018 and 2019 bonuses, our Chief Executive Officer, Mr. Burns, elected to receive 100% of his bonus in the form of RSUs, directly linking his bonus payout to the performance of our stock.

Based upon the feedback received from a stockholder requesting a tie between financial performance and bonus compensation to emphasize the paramount importance of continual Company growth through increased net sales, the Compensation Committee adopted a financial performance adjustment factor for 2018 short-term incentive compensation (which will continue for 2019 as well) that places greater weight on achieving the net sales financial objective by decreasing or increasing bonus payout based upon under- or overachievement of our key net sales corporate objective. This adjustment factor is intended to focus executives on the continued growth of the Company by increasing revenue, creating enhanced value for stockholders by growing the Company’s top line.

Based on stockholder input emphasizing the importance of corporate social responsibility through human rights and workplace diversity, in 2019 we adopted the Human Rights Policy and the Supplier Code. Pursuant to the Human Rights Policy, we strive to uphold the rights of all people and create a safe and fair workplace free from discrimination and harassment and achieve a diverse workforce that provides equal opportunity regardless of race, gender, national origin or sexual orientation.  The Supplier Code requires our direct suppliers to treat their employees and operate their businesses in a responsible, ethical and humane manner.

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 takes into account 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 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, including potentially de-classifying the Board.

Business Strategy and Fiscal 20172018 Accomplishments

20172018 was a year of growthsignificant accomplishments and continued progress on key growth initiatives for Glaukos. As an ophthalmic medical technology company,In 2018, we are focused on the developmentobtained U.S. Food and commercializationDrug Administration (“FDA”) approval and commenced a U.S. commercial launch of breakthrough products and proceduresiStent inject®, our two-stent system designed to transform the treatment of glaucoma, one of the world’s leading causes of blindness. We pioneered micro-invasive glaucoma surgery (“MIGS”), to revolutionize the traditional glaucoma treatment and management paradigm.

lower intraocular pressure.  In 2017,2018, we increased global net sales 39% as compared to 2016,14%, despite the entranceU.S. market entry in late 2017 of direct MIGS competition into a market where we previously had beenour first competitor in the only participant.micro-invasive glaucoma surgery (“MIGS”) space.  We also made considerable progress on the development of our pipeline of breakthrough products, focusing on our long-term strategic objective of addressing the full range of glaucoma disease states and progression. DuringAdditionally, the Company’s stock price rose nearly 120% from the last business day of 2017 we expanded our international presence by commencing direct sales in 13 international markets, bringingto the total numberlast business day of direct international markets to 16.2018. In sum, we are pleased to report the following 20172018 achievements:

* Mr. Gilliam was hired effective May 5, 2017.

For fiscal year 2016,2017, Mr. Burns’ base salary was $562,380.$600,000. In setting his 20172018 base salary, the Compensation Committee considered the Company’s financial and operational performance during 2016,2017, noting that the Company had overachieved its net sales target by almost 30% and had met or overachieved its expenses, research and development and clinical trial enrollment objectives.  After consideration of this exceptional performance, the Compensation Committee also noted that, based upon a market analysis performed by the compensation consultant, Mr. Burns’ 20162017 base salary was slightly below the midpoint of other chief executive officers in our peer group.  Taking all of this information into account, the Compensation Committee determined to increase Mr. Burns’ base salary by approximately 6.7%4.2%, to $600,000, which increase placed his base salary at approximately the midpoint of chief executive officers in our peer group.$625,000. The Compensation Committee deemed this amount to be appropriate given our base salary philosophy as well as Mr. Burns’ solid performance in leading the organization in 2016.2017.

Mr. Calcaterra’s base salary was $346,112$385,000 for 2016,2017, during which year he served as the Company’s Chief Commercial Officer.  Effective February 1, 2017, Mr. Calcaterra was appointed as the Company’s Chief Operating Officer.  In connection withdetermining Mr. Calcaterra’s 2018 base salary, the Compensation Committee considered his performance in the role of Chief Operating Officer in 2017 as well as the Company’s net sales performance for the 2017 year. After consideration of this promotioninformation and the accompanying increase in duties and responsibilities, and after considering the peer group compensation data for comparable positions, the Compensation Committee increased Mr. Calcaterra’s base salary for 20172018 to $385,000.$396,550, which matches the Company’s standard 3% merit increase.  This increase placed Mr. Calcaterra’s base salary at the midpoint for chief operating officers within our identified peer group, which is consistent with the Compensation Committee’s philosophy for determining base salaries.

Mr. Gilliam joined the Company effective May 5, 2017.  In February 2017, the Company entered into an offer letter with Mr. Gilliam that contained the compensation package considered and approved by the Compensation Committee and the Board of Directors,  including a base salary of $360,000. The Compensation Committee determined that thisMr. Gilliam’s 2017 base salary level was appropriate when consideringof $360,000 at the time of his hiring in 2017, based upon his nearly 20 years of experience in capital markets and other banking services, Mr. Gilliam would be bringing to the Company, much of which was specifically focused on the medical technology and biotechnology fields and our Company in particular.  This base salary level iswas also determined to be in line with our executive compensation philosophy of staying near the midpoint of our peers in base salary.

Although For fiscal 2018, the Compensation Committee evaluated Mr. Harrison retiredGilliam’s performance as our Chief Financial Officer, effective May 5, 2017, a movenoting that was announced in July 2016, he did receive an increase in histhe Company had overachieved (by underspending) its operating expense target by just over 101%. Taking this information into account, as well as compensation data from our peer companies’ chief financial officers, the Compensation Committee determined to raise Mr. Gilliam’s base salary for 2017.2018 to $374,400, an increase of approximately 4%, an amount deemed appropriate by the Compensation Committee given the peer company compensation data and Mr. Harrison’s 2016 base salary of $327,540 was increased by 5%, to $344,000, forGilliam’s overall performance during fiscal 2017.  This increase brought his base salary closer to the midpoint of other chief financial officers within our peer group and acknowledged his contributions to the Company’s 2016 performance. 

Annual Cash Bonuses

Philosophy

We provide our senior leadership team, including our Named Executive Officers, with a performance-based annual cash bonus opportunity. The purpose of this annual bonus is to provide competitive incentives for those employees who contribute significantly to the Company’s success, and to align our executives’ short-term compensation opportunity with the Company’s business objectives and performance expectations. We believe 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.  Our philosophy is to target our annual bonus opportunity at approximately the midpoint of our peer group for the comparable executive position, although as described above, this is just one of many data points the Compensation Committee considers when using its business judgment to establish target annual bonus levels. 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.

Mr. Burns’ 20172018 annual bonus was determined solelyevaluated based upon the Company’s achievement of its corporate objectives, reflecting his ultimate responsibility, as the Chief Executive Officer, for all of our operational and financial results and his key role in setting and achieving our strategic plan.  Each of Messrs. Calcaterra’s and Gilliam’s 20172018 bonus was determinedevaluated 50% onbased upon the Company’s achievement of its corporate goals and 50% on the performance against various pre-determined individual goals that had been approved by the Compensation Committee (based upon the recommendation of our Chief Executive Officer) and tied to our overall strategy and corporate objectives. This structure is intended to incentivize these executives to deliver top results in the areas over which they have control, and recognize the connection between their individual goals and the overall performance of the Company. Although the Compensation Committee makes the determination whether the Company has met its corporate objectives and whether an executive has achieved any applicable individual goals, it also may take into consideration other factors in determining the bonus payout amount for each senior leader.

Additionally, based upon stockholder feedback received in 2017 during our stockholder engagement campaign in which a shareholder expressed a preference for our bonus plan to include a link to stock price performance during the bonus year, the Compensation Committee structured our 2018 bonus plan to give our executives the ability to elect to receive equity in lieu of their cash bonus payment, which would tie their bonus value to stock performance as well.  To accomplish this, they approved a mechanism by which certain of our senior leaders, including all of our Named Executive Officers, would be entitled to elect to receive all or a portion of their 2018 annual bonus in the form of RSUs rather than cash. The Compensation Committee believes that this option is responsive to stockholder feedback and creates an opportunity for our executives to further align their interests with those of our stockholders and put more of their total compensation at risk.  To provide additional incentive for executives to elect equity, there is a 15% premium component to the conversion from the dollar value of the bonus to the number of RSUs granted, which aligns with the 15% discount received by employees who purchase shares of our common stock under the Glaukos Employee Stock Purchase Plan. If an executive elected to receive an equity award, 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 (or applicable portion thereof) based upon the closing market price ($30.83) on March 29, 2018 (the last business day prior to the date of grant on April 1, 2018).  This can be illustrated as follows:

Cash Target Bonus Amount / $30.83 Closing Market Price X 1.15% = Target # of Restricted Stock Units

The number of RSUs that ultimately vested in 2019 with respect to the 2018 bonus for our executives who elected to receive RSUs was determined in the same manner as the cash bonuses that became payable under our 2018 bonus plan described above (i.e., the number of RSUs that vests is performance-contingent so that the percentage of the target number of RSUs that vest will be the same as the payout percentage for target cash bonuses).

Simply put, our executives who elected to participate in this program earned more than their cash bonus would have been since the price of our common stock increased between the grant date ($30.78 on April 2, 2018, the first business day after the date of grant) and the vesting date ($76.78 on April 1, 2019), but would have earned less if the price of our common stock had fallen more than 15%.  We believe this equity election further strengthens the link between our executive compensation program and the value delivered to our stockholders, creates greater alignment between the interests of our executives and those of our stockholders, and exemplifies our pay for performance philosophy.  Our Chief Executive Officer, Mr. Burns, elected to receive 100% of his 2018 bonus in RSUs rather than cash, and our Chief Operating Officer, Mr. Calcaterra, elected to receive 25% of his 2018 bonus in RSUs rather than cash.

The Company’s corporate objectives for 20172018 were established by the Compensation Committee and the Board in late 2016,2017, 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.

The financial objectives, which together comprised 70% of the corporate objectives, reflect the importance of continued, but controlled, growth of the Company and the Company’s goal of remaining the leader in the MIGS space and delivering value to stockholders.

Table of Contents

EXECUTIVE COMPENSATION

Table of Contents

EXECUTIVE COMPENSATION