DEF 14A of GLAUKOS Corp, Apr 16, 2026

DEF 14A of GLAUKOS Corp

Filed Apr 16, 2026 · FY20250001193125-26-157829

Open on EDGAR

  1. 2026 Proxy Statement

    | 65 | Compensation Committee Interlocks and Insider Participation | | 66 | CEO Pay Ratio | | 67 | Pay vs. Performance | | 70 | Equity Compensation Plan Information | | 71 | Security Ownership of Certain Beneficial Owners and Management | | 73 | Report of the Audit Committee | | 74 | Proposal 3 — Ratification of Independent Registered Public Accounting Firm | | 76 | Transactions with Related Persons | | 77 | Delinquent Section 16(a) Reports | | 78 | Proposals of Stockholders and Director Nominations for 2027 Annual Meeting | | 79 | Other Matters | | 80 | Annual Report to Stockholders | | 81 | Virtual Annual Meeting | | 82 | Questions and Answers About the Proxy Materials and Annual Meeting | | A-1 | Appendix A |

  2. Director Nominees

    Director Nominees Following is the biographical information for each of our director nominees and continuing directors. The information below is provided as of April 16, 2026. We have also included a table reflecting the primary experience, qualifications, attributes and skills of each of our director nominees. The CNG Committee and the Board of Directors considered this information, among other characteristics, in their nomination of these individuals to serve as a member of our Board of Directors.

  3. Nominees for Election as Class II Directors at the Annual Meeting

    Nominees for Election as Class II Directors at the Annual Meeting

  4. Nominees for Election as Class II Directors at the Annual Meeting

    | Denice M. Torres | Age: 66, Independent Director Since 2021 | | | BOARD COMMITTEES Compensation, Nominating and Governance | BACKGROUND Founder and Chief Executive Officer, The Ignited Company, a consulting firm (2017 to current) Chief Strategy and Transformation Officer, Johnson & Johnson, Global Medical Device Business (2015 to 2017) President, Johnson & Johnson McNeil Consumer Healthcare (2011 to 2015) President, Johnson & Johnson Janssen Pharmaceuticals, Neuroscience (2009 to 2011) Vice President Positions, Johnson & Johnson (2004 to 2009) Various Executive Positions, Eli Lilly and Company (1990 to 2004) | OTHER PUBLIC DIRECTORSHIPS Current Celldex Therapeutics, Inc. (Nasdaq:CLDX) (2025 to current) Former 2seventybio (Nasdaq:TSVT) (2021 to 2025) Karuna Therapeutics, Inc. (Nasdaq:KRTX) (2020 to 2024) Surface Oncology (Nasdaq:SURF) (2021 to 2023) Bluebird bio, Inc. (Nasdaq:BLUE) (2020-2021) OTHER PRIVATE DIRECTORSHIPS National Resilience (venture backed company) (2020 to current) Thirty Madison (2022 to 2025) Seaport Therapeutics (2024 to current) ByHeart, Inc. (2024 to current) EDUCATION Bachelor of Science, Ball State University J.D., Indiana University M.B.A., University of Michigan M.A., Study of Happiness, Centenary University Ms. Torres is the founder of The Mentoring Place, a nonprofit organization offering free executive mentoring to help women achieve their career goals. |

  5. Nominees for Election as Class II Directors at the Annual Meeting

    | KEY EXPERTISE PROVIDED TO THE BOARD: Ms. Torres has extensive experience running large businesses in the pharmaceutical, consumer health and medical device industries, including executive management of global commercialization, quality, strategy and marketing. In addition to her corporate experience, Ms. Torres is currently the CEO of a healthcare industry change management firm focused on leadership, diversity, equity and inclusion and culture. Her combined experiences and perspectives qualify her to serve on our Board of Directors. | | | KEY SKILLS | | | • Pharmaceutical • Executive Leadership • Governance and Compliance • Human Capital Management | • Cybersecurity • Commercialization and Marketing • Artificial Intelligence |

  6. Nominees for Election as Class II Directors at the Annual Meeting

    | Aimee S. Weisner | Age 57, Independent Director Since 2014 | | | BOARD COMMITTEES Audit | BACKGROUND Corporate Vice President and General Counsel, Edwards Lifesciences Corporation, a medical technology company (2011 to 2019) Legal Advisor to Public Pharmaceutical and Medical Device Companies (2009 to 2010) Various positions, including Executive Vice President, Administration and Secretary, Advanced Medical Optics, Inc. (2002 to 2009) Various positions, including Vice President, Assistant General Counsel and Assistant Secretary, Allergan, Inc. (1998 to 2002) | OTHER PUBLIC DIRECTORSHIPS Current Lensar, Inc. (Nasdaq:LNSR) (2021 to current) Former STAAR Surgical Company (Nasdaq:STAA) (2022 to 2025) Oyster Point Pharma, Inc. (Nasdaq:OYST) (2019 to 2023) EDUCATION Bachelor of Arts, California State University, Fullerton J.D., Loyola Law School, Los Angeles |

  7. Nominees for Election as Class II Directors at the Annual Meeting

    | KEY EXPERTISE PROVIDED TO THE BOARD: Ms. Weisner’s extensive in-house legal and compliance experience with different medical device companies, including an in-depth understanding of regulatory and reimbursement issues, intellectual property, corporate governance, risk management, corporate transactions, human resources, and internal audit, qualify her to serve on our Board of Directors. | | | KEY SKILLS | | | • Medical Technology • Mergers and Acquisition • Regulatory and Risk Management | • Ophthalmology • Executive Leadership • Legal |

  8. All Other Continuing Directors

    All Other Continuing Directors

  9. All Other Continuing Directors

    | Mark J. Foley | Age 60, Independent Director Since 2014, Lead Independent Director Since 2021 | | | BOARD COMMITTEES Compensation, Nominating and Governance (Chair) TERM EXPIRES: 2028 | BACKGROUND Chief Executive Officer, Revance Therapeutics, Inc., a commercial-stage biotechnology company (2019 to 2025) Chairman, President and Chief Executive Officer, ZELTIQ Aesthetics, Inc. (2012 to 2017); Executive Chairman (2009 to 2017) Managing Director, RWI Ventures, Inc. (2004 to 2018) Various Executive Positions for United States Surgical Corporation, Guidant Corporation, Devices for Vascular Intervention Inc., Perclose, Inc., and Ventrica, Inc. | OTHER PUBLIC DIRECTORSHIPS Former Revance Therapeutics, Inc. (Nasdaq:RVNC) (2017 to 2025) SI-BONE, Inc. (Nasdaq:SIBN) (2019 to 2021) ZELTIQ Aesthetics, Inc. (Nasdaq:ZLTQ) (2009-2017) EDUCATION Bachelor of Arts, University of Notre Dame |

  10. All Other Continuing Directors

    | KEY EXPERTISE PROVIDED TO THE BOARD: Mr. Foley has over 30 years of medical device operating, investment and chief executive officer experience. Mr. Foley’s previous medical device experience as a senior executive and his service on the boards of several medical device public companies qualifies him to serve on our Board of Directors. | | | KEY SKILLS: | | | • Capital Management • Commercialization (U.S. and International) • Executive Leadership • Pharmaceutical | • Governance and Compliance • Mergers and Acquisitions • Medical Technology |

  11. All Other Continuing Directors

    | David F. Hoffmeister | Age 71, Independent Director Since 2014 | | | BOARD COMMITTEES Audit (Chair) TERM EXPIRES: 2028 | BACKGROUND Senior Vice President and Chief Financial Officer, Life Technologies Corporation, a global biotechnology company (2008 to 2014) Chief Financial Officer, Invitrogen Corporation (2004 to 2008) Senior Partner, McKinsey & Company (1984 to 2004) Leader, McKinsey & Company, North American Chemical Practice (1998 to 2003) | OTHER PUBLIC DIRECTORSHIPS Current Celanese Corporation (NYSE:CE) (2006 to current) ICU Medical, Inc. (Nasdaq:ICUI) (2018 to current) StepStone Group, Inc. (Nasdaq:STEP) (2020 to current) OTHER PRIVATE DIRECTORSHIPS Kaiser Permanente (2014 to current) EDUCATION Bachelor of Science, University of Minnesota M.B.A, University of Chicago |

  12. All Other Continuing Directors

    | KEY EXPERTISE PROVIDED TO THE BOARD: Mr. Hoffmeister’s strong finance background, experience as a chief financial officer of a global biotechnology company, and public company board experience qualify him to serve on our Board of Directors. In addition, his experience in the healthcare and chemical industries, as well as his private equity, strategy and organization experience, contribute greatly to the knowledge base of our Board. | | | KEY SKILLS | | | • Accounting and Auditing • Capital Management • Regulatory and Risk Management | • Medical Technology • Mergers and Acquisitions • Other Public Company Board Service |

  13. All Other Continuing Directors

    | Gilbert H. Kliman, M.D. | Age 67, Independent Director Since 2007 | | | BOARD COMMITTEES Compensation, Nominating and Governance TERM EXPIRES: 2028 | BACKGROUND Partner, InterWest Partners, a venture capital firm (1996 to 2015); Managing Partner (2016 to current) Investment Manager, Norwest Venture Partners (1995 to 1996) Associate, TA Associates (1989 to 1992) Dr. Kliman is a board-certified ophthalmologist and completed a retina research fellowship at Massachusetts Eye and Ear Infirmary and residency training at Wills Eye Hospital | OTHER PUBLIC DIRECTORSHIPS Former STAAR Surgical Company (Nasdaq:STAA) (2020 to 2023) Doximity, Inc. (NYSE:DOCS) (2011 to 2022) Avedro, Inc. (Nasdaq:AVDR) (acquired by Glaukos Corporation) (2015 to 2019) Epocrates, Inc. (Nasdaq:EPOC) (1999 to 2011) IntraLase Corp. (Nasdaq:ILSE) (2000 to 2007) EDUCATION Bachelor of Arts, Harvard University M.D., University of Pennsylvania M.B.A., Stanford Graduate School of Business |

  14. All Other Continuing Directors

    | KEY EXPERTISE PROVIDED TO THE BOARD: Dr. Kliman’s prior experience as a practicing ophthalmologist, as well as his significant experience in financial markets and prior experience on the boards of several U.S. public companies and various private healthcare companies, qualify him to serve on our Board of Directors. | | | KEY SKILLS | | | • Capital Management • Ophthalmology • Mergers and Acquisitions • Governance and Compliance | • Market Access • Regulatory and Risk Management • Other Public Company Board Service |

  15. All Other Continuing Directors

    | Thomas W. Burns | Age 65, Director Since 2002 | | | BOARD COMMITTEES N/A TERM EXPIRES: 2027 | BACKGROUND Chief Executive Officer and Board Member, Glaukos Corporation (2002 to current); Chairman of the Board (2021 to current) Vice President, Global Strategy and General Manager, Refractive Surgery, Bausch & Lomb (1998 to 2000) Senior Vice President and General Manager, Chiron Vision Corporation (1990 to 1997) | OTHER PUBLIC DIRECTORSHIPS Current Pulmonx Corporation (Nasdaq:LUNG) (2020 to current) Former Avedro, Inc. (acquired by Glaukos Corporation) (2018 to 2019) EDUCATION Bachelor of Arts, Yale University Served as an entrepreneur in residence at Versant Ventures Management, LLC |

  16. All Other Continuing Directors

    | KEY EXPERTISE PROVIDED TO THE BOARD: Mr. Burns has a proven record of building successful medical device and pharmaceutical businesses, creating successful new markets in ophthalmology and commercializing new products. Mr. Burns possesses an extensive understanding of our business, operations and strategy, as well as significant industry experience and corporate management skills and experience, which qualifies him to serve as Chairman of our Board of Directors. Additionally, as our CEO, Mr. Burns provides a critical link between our Board of Directors and management. | | | KEY SKILLS | | | • Executive Leadership • International Commercialization • Capital Management | • Medical Technology • Pharmaceutical • Other Public Company Board Service |

  17. All Other Continuing Directors

    | Marc A. Stapley | Age 56, Independent Director Since 2014 | | | BOARD COMMITTEES Audit Compensation, Nominating and Governance TERM EXPIRES: 2027 | BACKGROUND Chief Executive Officer, Veracyte, Inc., a global diagnostic company (2021 to current) Chief Executive Officer, Helix, Inc., a population genomics company (2019 to 2021) Executive Vice President, Strategy and Corporate Development, Illumina, Inc. (2017 to 2019); Chief Administrative Officer (2015 to 2017); Senior Vice President and Chief Financial Officer (2012 to 2017) Senior Vice President, Finance, Pfizer, Inc. (2009 to 2012) Auditor, Coopers & Lybrand (1991 to 1995) | OTHER PUBLIC DIRECTORSHIPS Current Veracyte, Inc. (Nasdaq:VCYT) (2021 to current) OTHER PRIVATE DIRECTORSHIPS Helix, Inc. (2015 to current) EDUCATION B.Sc (Honors), The University of Reading (England) |

  18. All Other Continuing Directors

    | KEY EXPERTISE PROVIDED TO THE BOARD: Mr. Stapley has gained extensive experience in the areas of corporate strategy, corporate and business development, mergers and acquisitions, and global infrastructure. This experience, together with his extensive experience in senior finance positions with public companies, qualifies Mr. Stapley to serve on our Board of Directors. | | | KEY SKILLS | | | • Accounting and Auditing • Capital Management • Regulatory and Risk Management • Cybersecurity | • Executive Leadership • Mergers and Acquisitions • Governance and Compliance • Market Access |

  19. All Other Continuing Directors

    | Leana S. Wen, MD | Age 43, Independent Director Since 2021 | | | BOARD COMMITTEES Audit TERM EXPIRES: 2027 | BACKGROUND Adjunct Associate Professor, George Washington University (2019 to current) Contributing Columnist, The Washington Post (2020 to current) Medical Analyst and Health Contributor, CNN (2020 to current) Senior Fellow, Brookings Institute (2020-current) President, Planned Parenthood (2018 to 2019) Health Commissioner, City of Baltimore (2015 to 2018) Director, Patient-Centered Care Research, Department of Emergency Medicine, George Washington University (2013 to 2015) Board-certified Emergency Room Physician | OTHER PUBLIC DIRECTORSHIPS Current UroGen (Nasdaq:URGN) (2022 to current) Optomed Oyj (Nasdaq Helsinki: OPTOMED) (2025 to current) OTHER PRIVATE DIRECTORSHIPS Bipartisan Policy Center (2020 to current) Baltimore Community Foundation (2019 to current) Chair, Advisory Board of the Behavioral Health Group (2020 to current) EDUCATION Bachelor of Science, California State University, Los Angeles M.D., Washington University School of Medicine M.Sc., University of Oxford (Rhodes Scholar) OTHER ACCOMPLISHMENTS Dr. Wen has been a member of more than ten nonprofit boards, including serving as the chair of Behavioral Health Systems Baltimore Dr. Wen has been a global health fellow at the World Health Organization, a consultant with the China Medical Board, and a nonresident senior fellow at the Brookings Institution |

  20. All Other Continuing Directors

    | KEY EXPERTISE PROVIDED TO THE BOARD: Dr. Wen’s experience as a practicing physician, combined with her extensive experience working in governmental sectors, with innovative health companies, and serving on nonprofit boards and foundations, make her a qualified member of our Board of Directors. | | | KEY SKILLS | | | • Public Policy • Cybersecurity • Artificial Intelligence | • Pharmaceutical • Sustainability • Regulatory and Risk Management |

  21. Board Attributes

    | DIRECTOR COMPENSATION |

  22. Board Attributes

    | | Fees earned or | Stock | Option | | | | paid in cash | awards | awards | Total | | Name(1) | ($)(2) | ($)(2)(3) | ($)(3) | ($) | | Mark J. Foley | — | 329,310 | 160,001 | 489,311 | | David F. Hoffmeister | — | 283,358 | 160,001 | 443,359 | | Gilbert H. Kliman, M.D. | — | 268,988 | 160,001 | 428,989 | | Marc A. Stapley | — | 280,514 | 160,001 | 440,515 | | Denice M. Torres | — | 268,988 | 160,001 | 428,989 | | Aimee S. Weisner | — | 268,988 | 160,001 | 428,989 | | Leana S. Wen, M.D. | — | 268,988 | 160,001 | 428,989 |

  23. Director Compensation Program

    Director Compensation Program

  24. EXECUTIVE COMPENSATION HIGHLIGHTS

    EXECUTIVE COMPENSATION HIGHLIGHTS • Majority of our compensation is performance based with 93% of CEO and 85% of other NEO target compensation tied to the annual bonus plan and equity grant value. • 2025 bonuses were paid according to the bonus plan’s formulaic funding, with no discretionary adjustments. • Sustainability goals continued to be included in our 2025 bonus plan in response to shareholder feedback to link sustainability with executive compensation. • 50% of the long term incentive grant value for the senior leadership team, including all NEOs, granted in the form of long-term performance based equity. • 2025 performance based equity awards are tied to corneal health revenue goals and pipeline milestones for our senior leadership team, including all NEOs. A one-time performance-based equity award based on four-year revenue growth goals was granted to our President and COO to support succession and recognize his leadership and importance to the Company’s future.

  25. Reward both near-term results and long-term growth

    Reward both near-term results and long-term growth Our compensation programs provide the opportunity to our executive leadership to be rewarded for achievement of both near-term and long-term value-generating results;

  26. Reinforce succession planning process

    Reinforce succession planning process The overall compensation program for our executive leadership team supports our robust succession planning process. Our 2025 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 also provide 401(k) retirement benefits, an executive deferred compensation plan, executive physical, and severance benefits to our senior leadership team, including our NEOs.

  27. Primary Compensation Elements

    | Base Salary | Annual Bonus | Long-Term Incentives |

  28. Primary Compensation Elements

    | | ELEMENT | DESCRIPTION | PRIMARY DESIGN OBJECTIVE | | | Base Salary | • Annual fixed cash compensation | • Attract and retain top talent. Provide compensation for functional expertise and day-to-day responsibilities | | | Annual Incentive (Performance Bonus) | • CEO payout evaluated based 100% on achievement of corporate objectives • Other NEO payout evaluated based 75% on corporate objectives and 25% on individual objectives • Corporate goals are comprised of financial results, progress on product R&D, regulatory and sustainability goals • Executive equity election to receive bonus opportunity in restricted stock units | • Align executive pay with the achievement of short-term business objectives and performance expectations; designed to help the Company achieve long-term strategic objectives and create long-term value for stockholders • Emphasize financial results by making them a key factor in determination of bonus, that ensures all NEO bonuses are tied to achievement of objective top-line sales growth target • Incorporate stock price performance in the bonus program by allowing equity election. 15% premium added to provide incentive to convert bonus into equity, preserving cash for growth | | | Long-Term Incentive | • In 2025, 50% of all NEO's including our CEO’s equity awards were performance-based • Performance-based equity only vests upon the achievement of predetermined targets aligned with the Company’s goals • Time-based RSUs and stock options vest over 4 years | • Link the interests and risks of executives with those of our stockholders • Promote executive focus on long-term company performance through stock price and long-term operating performance that is expected to build long-term shareholder value • Provide a retention incentive through time-vested RSUs and stock options that is aligned with shareholders, even during periods of stock price volatility |

  29. Primary Compensation Elements

    The largest component of our compensation program is long-term incentive awards. 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 performance-based equity). In the case of Mr. Burns, 93% of his 2025 target compensation is “at risk.” For our other NEOs, 85% of their average target compensation is “at risk.”

  30. Role of the Compensation, Nominating and Governance Committee

    Role of the Compensation, Nominating and Governance Committee Pursuant to its charter, the CNG Committee has the authority to determine the amount of compensation given to each of the NEOs, as well as the overall executive compensation program. The CNG Committee annually evaluates the performance of each of the NEOs and determines compensation levels based on its performance evaluation. The CNG 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 CNG Committee is authorized to consider the recommendations of our CEO when determining the compensation of the other members of management, including the NEOs. The CNG Committee is also authorized to approve any severance benefits, deferred compensation and change-in-control benefits or any perquisites offered to our NEOs. All CNG Committee members are deemed independent under applicable NYSE rules. None of our NEOs is a member of our CNG Committee or otherwise had any role in determining the compensation of our other NEOs, other than the CEO’s recommendations to the CNG Committee as to the compensation of the other NEOs.

  31. Role of the Compensation Consultant

    Role of the Compensation Consultant Pursuant to its charter, the CNG Committee is authorized to retain or obtain the advice of compensation consultants, outside counsel, experts or other advisors to advise the CNG Committee with respect to amounts or forms of executive compensation or in carrying out its other responsibilities. For 2025, the CNG Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. The CNG Committee was directly responsible for the appointment and oversight of the compensation consultant. During 2025, FW Cook provided no services to Glaukos or its management other than its compensation consulting services provided in its capacity as the CNG Committee’s independent advisor on executive and non-employee director compensation. In connection with the compensation consultant services provided by FW Cook in 2025, the CNG Committee assessed the independence of FW Cook pursuant to the SEC and NYSE rules and concluded that no conflict of interest exists.

  32. Peer Companies

    Peer Companies The CNG Committee works with its independent compensation consultant each year to review the peer group used for benchmarking our executive compensation program. The CNG Committee’s objective in selecting the peer group is to identify comparably-sized public companies in the life sciences sector that compete with us for executive talent and capital investment, based on the growth profile of the Company. The peer group companies used by the CNG Committee for 2025 comparative compensation purposes (“2025 Peer Group”) were set in June 2024. Our CNG Committee conducted its annual review of our peer group and made revisions to recognize the significant growth in Glaukos’s size following iDose TR approval. The CNG Committee targeted medical device, biotechnology and drug development companies with commercialized products that held a market capitalization between $2 billion and $15 billion (0.4x to 3.0x Glaukos’ market capitalization at the time of analysis), and that had reported annual revenues of less than $1.5 billion. For the 2025 Peer Group, six peer companies used for 2024 pay decisions that no longer met the size criteria were removed (AtriCure, Catalyst Pharma, Fulgent Genetics, Nevro, NuVasive, and Travere Therapeutics) and replaced with ten companies (Blueprint Medicines, BridgeBio Pharmaceuticals, Exact Sciences, Halozyme, Intra-Cellular Therapeutics, Ionis Pharmaceuticals, Inari Medical, Natera, Repligen, and TransMedics Group). The changes to the peer group were primarily made to reflect and further reinforce the company’s shift towards pharmaceuticals versus solely medical technology. The 2025 Peer Group included the following 21 companies:

  33. Peer Companies

    | 2025 Peer Group | | | | | Apellis Pharmaceuticals | Haemonetics | Ionis Pharmaceuticals | TransMedics Group | | Axonics | Halozyme | iRhythm Technologies | Ultragenyx Pharmaceuticals | | Blueprint Medicines | Inari Medical | Lantheus | Vericel | | BridgeBio Pharmaceuticals | Insmed | Natera | | | CONMED | Inspire Medical | Repligen | | | Exact Sciences | Intra-Cellular | STAAR Surgical | |

  34. Peer Companies

    The peer group used for 2026 executive compensation decisions ("2026 Peer Group") was set in May 2025. The 2026 Peer Group targeted companies that had market cap between $2 and $15 billion (approximately 3x our market capitalization at the time of analysis) and that had reported annual revenues of less than $1.5 billion. For the 2026 Peer Group, four peer companies were removed (Axonics, Inari Medical, Intra-Cellular Therapeutics, and STAAR Surgical), and replaced with two additions (Madrigal Pharmaceuticals and PROCEPT BioRobotics). The 2026 Peer Group included the following 19 companies:

  35. Peer Companies

    | 2026 Peer Group | | | | | Apellis Pharmaceuticals | Haemonetics | iRhythm Technologies | Repligen | | Blueprint Medicines | Halozyme | Lantheus | TransMedics Group | | BridgeBio Pharmaceuticals | Insmed | Madrigal Pharmaceuticals | Ultragenyx Pharmaceuticals | | CONMED | Inspire Medical | Natera | Vericel | | Exact Sciences | Ionis Pharmaceuticals | PROCEPT BioRobotics | |

  36. Peer Companies

    The CNG Committee reviews the peer group data as a reference point in assessing compensation decisions for the NEOs 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.

  37. Material Elements of Compensation

    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 2025 base salaries, the CNG Committee considered numerous factors regarding our NEOs’ performance during 2024, 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. Both Mr. Thurman and Mr. Navratil’s increases were intended as market adjustments to bring both executives closer to the median of their respective ranges in our peer group, although both remain below the median. The chart below shows the change in each NEO’s base salary from fiscal 2024 to fiscal 2025.

  38. Material Elements of Compensation

    | | Annual Bonus |

  39. Material Elements of Compensation

    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.

  40. ANNUAL BONUS TARGETS

    ANNUAL BONUS TARGETS The chart below indicates the target bonus opportunity for each of our NEOs for 2025, which is stated as a percentage of base salary. No changes were made to target bonus opportunities in 2025 for our CEO or other NEOs. For 2025, 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.

  41. ANNUAL BONUS TARGETS

    | | 2024 Target | 2025 Target | | | | Bonus (% of | Bonus (% of | 2025 Target | | Named Executive Officer | Base Salary) | Base Salary) | Bonus ($) | | Thomas W. Burns | 100% | 100% | 850,000 | | Joseph E. Gilliam | 70% | 70% | 409,395 | | Alex R. Thurman | 60% | 60% | 291,720 | | Tomas Navratil | 60% | 60% | 299,640 |

  42. BONUS EQUITY ELECTION

    BONUS EQUITY ELECTION Under our 2025 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 stock 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 2025 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 2025 each of our CEO, Mr. Burns, and our CFO, Mr. Thurman, elected to receive 100% of their annual bonus in stock options.

  43. BONUS EQUITY ELECTION

    | Named Executive Officer | 2025 Target Bonus ($) | Portion of Target Denominated in Cash ($) | Portion of Target Denominated in Equity with 15% Premium ($) | Number of Target Stock Options Granted (#) | | Thomas W. Burns | 850,000 | -0- | 977,500 | 19,133 | | Alex R. Thurman | 291,720 | -0- | 335,478 | 6,566 |

  44. BONUS EQUITY ELECTION

    The target number of bonus options granted to Mr. Burns and Mr. Thurman were calculated using the Black-Scholes value on the date of grant, April 1, 2025.

  45. AWARD DESIGN

    | | Revenue Weighting | | | Milestone Weighting | | | | Individual Wtg. | | | | | CEO | 50% | | | 20% | 10% | 20% | | 0% | | | | | Other NEOs | 50% | | | 10% | 5% | 10% | | 25% | | | | | | Revenue ($Millions) | Payout (% Target) | | Milestone Goals (0-150% payout | | | | Individual (0-150% Payout) | | Bonus Payout Range (% Target) | | | | | | | | | | | | | | | | Maximum | $522.5 | 300% | | Next generation iDose form factor finalized, initial drug | Achieve 11+ External ESG Goals | Meet 2025 Operating Budget of | | Individual Objectives | | Maximum | 200% | | Target | $475.0 | 100% | | elution test by year end | | $485 million | | | | Target | 100% | | Threshold | $427.5 | 50% | | | | | | | | Threshold | 0% |

  46. Corporate Objectives

    | | | | | | | | | 2025 Actual | | | | | | | Bonus Weighting | | Potential Payout | Achievement | | 2025 Executive Bonus Goals | Target | | Actual | | CEO | Other NEOs | Range (% Target) | (% Target) | | 2025 Net Sales Target* | $475.0 | MM | $507.4 | MM | 50% | 50% | 0-300% | 236.6% | | Meet or exceed (underspend) approved 2025 operating expense budget | $485.0 | MM | $482.1 | MM | 20% | 10% | 0-150% | 100% | | Next generation iDose form factor finalized, initial drug election test executed by YE | 100 | | 100 | | 20% | 10% | 0-150% | 100% | | Achieve External ESG Goals | 100 | | 100 | | 10% | 5% | 0-150% | 100% | | Individual Performance Goals: | | | | | -0-% | 25% | 0-150% | 100% | | Total Earned (as % of Target): | | | | | 168.3% | 168.3% | Max capped at 200% | |

  47. 2025 ACTUAL BONUS PAYOUT

    2025 ACTUAL BONUS PAYOUT For 2025, the CNG Committee determined that the CEO’s bonus was earned at 168.3% of target under the formulaic scorecard, and each of the other NEO’s earned a bonus equal to 168.3% 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 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 2025 NEO bonus cash values earned pursuant to formulaic criteria is set forth in the table below.

  48. 2025 ACTUAL BONUS PAYOUT

    | | | | | | 2025 Bonus | | | 2025 Earned | Actual Bonus | Bonus | 2025 Bonus | Paid in | | Named Executive Officer | Bonus Value ($) | as a % of Target | Election Form | Paid in Cash ($) | Stock Options (#) | | Thomas W. Burns | 1,430,538 | 168.3% | 100% Stock Options | -0- | 32,201 | | Joseph E. Gilliam | 689,006 | 168.3% | 100% Cash | 689,006 | -0- | | Tomas Navratil | 504,290 | 168.3% | 100% Cash | 504,290 | -0- | | Alex R. Thurman | 490,961 | 168.3% | 100% Stock Options | -0- | 11,050 |

  49. 2025 ACTUAL BONUS PAYOUT

    Messrs. Burns and Mr. Thurman elected to receive all of their 2025 annual bonus in stock options. The exercise price of the stock options is set at $97.09, the market price for the Company's stock on the date of grant, April 1, 2025. On the April 1, 2026 vesting date, the market price of the Company's stock was $112.64.

  50. 2026 BONUS PLAN

    2026 BONUS PLAN In March 2026, the CNG Committee approved the 2026 executive bonus plan issued under our Amended and Restated 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 2025 as well as strategic objectives tied to pipeline product development accomplishments and achievement of a certain number of external sustainability goals by the end of 2026. The respective weightings of these 2026 bonus targets are consistent with those applied in 2025.

  51. 2026 BONUS PLAN

    | | Long-Term Incentives |

  52. 2026 BONUS PLAN

    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 2025, 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 and other NEO's 2025 equity grants were designed to provide half of their grant value in performance-based RSUs (“PRSUs”) and half in time-based RSUs. Our executives were given the opportunity to convert their time-based RSU value and performance-based RSU value into time-based stock options and performance-based stock options, respectively. The opportunity to elect to receive their annual equity grant 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 2025, Mr. Burns elected to receive his time-based and performance-based equity split 75% RSUs and 25% options. Each of Messrs. Gilliam and Navratil elected to receive their time-based and performance-based solely in the form of RSUs, while Mr. Thurman chose to receive his time-based and performance-based equity solely in the form of stock options.

  53. 2025 ANNUAL EQUITY GRANTS

    2025 ANNUAL EQUITY GRANTS The CNG Committee considered several factors when determining 2025 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 2025, and the number of time-based RSUs and stock options, as well as PRSUs and performance-based stock options, granted based on the 2025 performance and compensation review process.

  54. 2025 ANNUAL EQUITY GRANTS

    | | Time-Based | Time Based | Time-Based Equity | Performance-based | Performance-Based | Performance-based Equity | Total Target 2025 Annual Equity Grant | | Named Executive | RSUs | Options | Target Value | RSUs | Options | Target Value | Value | | Officer | (#) | (#) | ($) | (#) | (#) | ($) | ($) | | Thomas W. Burns | 39,596 | 24,102 | $5,100,000 | 39,596 | $24,102 | $5,100,000 | 10,200,000 | | Joseph E. Gilliam | 18,116 | — | $1,750,000 | 18,116 | $— | $1,750,000 | 3,500,000 | | Alex R. Thurman | — | 19,849 | $1,050,000 | — | $19,849 | $1,050,000 | 2,100,000 | | Tomas Navratil | 12,422 | — | $1,200,000 | 12,422 | $— | $1,200,000 | 2,400,000 |

  55. 2025 PRESIDENT AND COO SPECIAL AWARD

    2025 PRESIDENT AND COO SPECIAL AWARD To recognize exceptional performance and reinforce our succession planning, the CNG Committee approved a one‑time special equity award for Mr. Gilliam. This one-time equity award had a target value of $3 million and was comprised of 100% PRSUs. The award is designed to reward growth over the four-year performance period, and earned based upon the Company achieving four years of pre-established revenue growth targets. The award design includes the ability for Mr. Gilliam to earn up to 200% of the target if the cumulative four-year annual growth rate exceeds the target rate. Awards are earned over a four-year period, with up to 25% of the target PRSUs eligible to be earned and vested each year based on achievement of the pre-set annual revenue growth goals. The Company has determined that disclosure of forward-looking financial performance goals would provide competitors with insight into the Company’s strategic priorities and operational expectations, and therefore such disclosure would result in competitive harm.

  56. 2025 ANNUAL TIME-BASED EQUITY

    2025 ANNUAL TIME-BASED EQUITY The equity grants of time-based RSUs to our NEOs in 2025 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.

  57. 2025 ANNUAL PERFORMANCE-BASED EQUITY

    2025 ANNUAL PERFORMANCE-BASED EQUITY For 2025, 50% of all NEO’s, including our CEOs’ equity awards, were in the form of performance-based equity. The performance-based equity granted to our executives in 2025 uses a scorecard with points earned and banked for achievement of corneal health revenue goals and pipeline milestones with the opportunity to earn between 0% and 200% of target. Goals include achievement of pre-determined annual and cumulative 2026-2028 corneal health revenue, as well as other regulatory and reimbursement milestone goals, all of which were set by the CNG Committee. Points banked through the three-year period ending on December 31, 2027 are paid out as vested shares or options by March 31, 2028. Incremental points earned from December 31, 2027 through December 31, 2028 are paid out as vested shares or options by March 31, 2029. The long-term revenue objectives were chosen in direct response to stockholder feedback during our 2025 engagement campaign, as multiple stockholders recognized the importance of our growing corneal health business and in anticipation of the Epioxa approval. The CNG committee directly responded to this feedback by designing performance objectives that they believe will accomplish these goals. The target 2026 corneal health net revenue was set by our CNG Committee with a minimum threshold performance set at 90% of the target. The CNG Committee believed that its predetermined net revenue target for 2026 and each of the remaining years in the performance period was a rigorous goal. The Company has determined that disclosure of forward-looking financial performance goals would provide competitors with insight into the Company’s strategic priorities and operational expectations, and therefore such disclosure would result in competitive harm. The performance-based equity granted to our executives in 2024 is earned based on achieving pre-determined annual and cumulative 2024-2026 revenue goals for iDose TR, with up to one-third of the target eligible to be earned annually based on each year's performance during the performance period. The target iDose TR net revenue goals for the performance period were set by the CNG Committee based upon Wall Street consensus estimates at the time the grant was awarded. The target iDose TR net revenue for 2025 was $59 million, and the Company actually achieved $136.2 million in iDose TR net revenue, which resulted in one-third of the target equity award being earned for the 2025 performance year. At the close of 2025, two-thirds of the total target equity award had been earned based upon 2024 and 2025 performance.

  58. 2023 ANNUAL PERFORMANCE-BASED EQUITY GRANT

    2023 ANNUAL PERFORMANCE-BASED EQUITY GRANT The performance-based equity granted to our executives in 2023 is earned over a four year performance period based on pre-determined pipeline milestones for regulatory approvals in the US, European Union, and Asia Pacific countries. Points earned and banked through December 31, 2025 are paid out as vested shares or options by March 31, 2026. Total points banked through December 31, 2025 equate to 100% of the targeted performance equity grants being earned.

  59. 2022 ANNUAL PERFORMANCE-BASED EQUITY GRANT

    2022 ANNUAL PERFORMANCE-BASED EQUITY GRANT The performance-based equity granted to our NEOs in 2022 is measured by commencement of clinical studies related to various pharmaceutical pipeline products. From 2022 to 2024, the company commenced several studies which resulted in 185% of the target awards being certified as earned. In 2025, the company commenced additional clinical trials, including iLution Demodex, iDose Gen 2 TREX, iDose Gen 3, and iVeena, resulting in an additional 65% of the target award being earned. To date, 250% of the target awards have been earned, which is the maximum that can be earned under that plan. 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.

  60. Severance Benefits

    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 2025 Annual Meeting of Stockholders.

  61. Timing of Grants of Certain Equity Awards

    Timing of Grants of Certain Equity Awards We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. As discussed above, currently, we primarily grant RSUs and PRSUs, although we grant options to non-employee directors and provide our senior leaders, including our NEOs, the opportunity to convert certain portions of their RSUs into stock options. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. Generally, however, the CNG Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  62. Timing of Grants of Certain Equity Awards

    | COMPENSATION COMMITTEE REPORT |

  63. Timing of Grants of Certain Equity Awards

    The CNG 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 CNG Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.

  64. Timing of Grants of Certain Equity Awards

    | Compensation, Nominating and Governance Committee of the Board | | Mark J. Foley (chair) | | Gilbert H. Kliman, M.D. Marc A. Stapley | | Denice M. Torres |

  65. Summary Compensation Table for Fiscal Years 2025, 2024 and 2023

    Summary Compensation Table for Fiscal Years 2025, 2024 and 2023 The following table provides information regarding the compensation of our NEOs during 2025, 2024 and 2023.

  66. Summary Compensation Table for Fiscal Years 2025, 2024 and 2023

    | | | | | Stock | Option | Non-equity incentive plan | All other | | | | | Salary | Bonus | awards | awards | compensation | compensation | Total | | Name and principal position | Year | ($) | ($) | ($)(1) | ($)(1) | ($) | ($)(2) | ($) | | Thomas W. Burns | 2025 | $850,000 | $— | $7,649,947 | $3,527,497 | $— | $6,643 | $12,034,087 | | Chairman and Chief | 2024 | $800,000 | $— | $6,395,008 | $1,824,987 | $— | $10,350 | $9,030,345 | | Executive Officer (3) | 2023 | $765,000 | $— | $1,000,019 | $6,879,765 | $— | $9,900 | $8,654,684 | | Joseph E. Gilliam | 2025 | $584,850 | | $6,500,013 | $— | $689,006 | $11,750 | $7,785,619 | | President and | 2024 | $557,000 | $— | $2,250,009 | $749,994 | $596,299 | $10,350 | $4,163,652 | | Chief Operating Officer | 2023 | $530,250 | $— | $1,000,021 | $1,999,989 | $638,921 | $9,900 | $4,179,081 | | Alex R. Thurman | 2025 | $486,200 | | $— | $2,435,481 | $— | $15,750 | $2,937,431 | | Senior Vice President and | 2024 | $442,000 | $— | $1,580,030 | $424,995 | $— | $10,350 | $2,457,375 | | Chief Financial Officer | 2023 | $401,500 | $— | $533,351 | $1,205,382 | $207,336 | $12,400 | $2,359,969 | | Tomas Navratil | 2025 | $499,400 | | $2,399,930 | $— | $504,290 | $11,750 | $3,415,370 | | Senior Vice President and | 2024 | $454,000 | $— | $1,900,027 | $— | $416,598 | $10,350 | $2,780,975 | | Chief Development Officer | 2023 | $420,000 | $— | $1,699,977 | $— | $433,779 | $12,400 | $2,566,156 |

  67. Summary Compensation Table for Fiscal Years 2025, 2024 and 2023

    (1) The amounts shown represent the grant date fair values of stock and option awards granted in the year indicated as computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used to determine the grant date fair values of equity awards made to executive officers in 2025, see Note 10, Stock-Based Compensation, to our Notes to the consolidated financial statements included in the 2025 Annual Report. 2025 Bonus Options: The amounts reported in the option awards column for 2025 include the grant date fair value of stock options (the “Bonus Options”) granted to Messrs. Burns and Thurman pursuant to their election to receive 100% of their 2025 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 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 $977,505 for Mr. Burns and $335,457 for Mr. Thurman. 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 $1,955,010 for Mr. Burns and $670,914 for Mr. Thurman. 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. 2025 Performance RSUs: The amounts reported in the stock awards column for 2025 include the grant date fair value of PRSUs granted to Messrs. Burns, Gilliam, and Navratil that only vest upon the achievement of pre-determined operational targets over a multi-year performance period. For Mr. Burns, this constituted 37.5% of his 2025 long-term incentive equity grant, with the remainder being issued as Performance Options (12.5%), time-based RSUs (37.5%) and time-based options (12.5%). For Messrs. Gilliam and Navratil, Performance RSUs constituted 50% of the value of their 2025 long-term incentive equity grant, with the remainder being issued in the form of time-based RSUs. Mr. Thurman did not elect PRSUs as part of his 2025 long-term incentive equity grant election. 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 $3,824,974 for Mr. Burns, $1,750,006 for Mr. Gilliam, and $1,199,965 for Mr. Navratil. If the maximum performance level is achieved during the performance period, the grant date fair value for the PRSUs would be $7,649,947 for Mr. Burns, $3,500,011 for Mr. Gilliam, and $2,399,930 for Mr. Navratil. 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. The amounts reported in the stock awards column for 2025 also include the grant date fair value of performance-based RSUs granted to Mr. Gilliam in connection with his President and COO Special Equity Award that only vests upon the achievement of pre-determined financial targets over a multi-year performance period. The grant date fair value of the Special Equity Award RSUs was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The Special Equity Award RSUs 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 Special Equity Award RSUs of $3,000,002 for Mr. Gilliam. If we achieved the highest level of performance under the Special Equity Award RSUs, the grant date fair value for the Special Equity Award RSUs would have increased to $6,000,004 for Mr. Gilliam. 2025 Performance Options: The amounts reported in the option awards column for 2025 include the grant date fair value of performance-based stock options (the “Performance Options”) granted to Messrs. Burns and Thurman that only vest upon the achievement of pre-determined operational goals over a multi-year performance period. For Mr. Burns, this constituted 12.5% of the total target value of his 2025 long-term incentive equity grant, with the remainder granted as 37.5% PRSUs, 12.5% time-based options and 37.5% time-based RSUs. For Mr. Thurman, this constituted 50% of the value of his 2025 long-term incentive equity grant, with the remainder being issued in the form of time-based options. 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 $1,274,996 for Mr. Burns, and $1,050,012 for Mr. Thurman. If we achieved the highest level of performance under the Performance Options, the grant date fair value for the Performance Options would increase to $2,549,992 for Mr. Burns, and $2,100,024 for Mr. Thurman. 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. (2) Consists of Company matching contributions to the executive’s 401(k) plan contributions and the Company’s payment for an annual executive physical. The base salary amount for Mr. Burns for 2024 and 2025 include amounts that were deferred under our Deferred Compensation Plan described below.

  68. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table summarizes information about the non-equity incentive awards and equity-based awards granted to our NEOs in 2025:

  69. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | | | | | | | | Non-Equity Incentive Plan | | | Equity Incentive Plan | | | | | | | | | | Awards ($)(1) | | | Awards (#)(1) | | | | | | | | | | | | | | | | | | | Grant | | | | | | | | | | 2025 | 2025 | | Date Fair | | | | | | | | | | Stock | Option | Exercise | Value of | | | | | | | | | | Awards: | Awards: | or Base | Stock | | | | | | | | | | Number of | Number of | Price of | and | | | | | | | | | | Shares of | Securities | Option | Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Underlying | Awards | Awards | | Name | Date | ($) | ($) | ($) | | | | Units (#) | Options (#) | ($/Sh) | ($)(2) | | Thomas W. Burns | | | | | | | | | | | | | Time-Based Options | 03/13/2025 | — | — | — | — | — | — | — | 24,102 | 96.60 | 1,274,966 | | Time-Based RSUs | 03/13/2025 | — | — | — | — | — | — | 39,596 | — | — | 3,824,974 | | Performance-Based RSUs | 03/13/2025 | — | — | — | 19,798 | 39,596 | 79,192 | — | — | — | 3,824,974 | | Performance-Based Options | 03/13/2025 | — | — | — | 12,051 | 24,102 | 48,204 | — | — | 96.60 | 1,274,996 | | Bonus Election Options | 04/01/2025 | — | — | — | 9,567 | 19,133 | 38,266 | — | — | 97.09 | 977,505 | | Joseph E. Gilliam | | | | | | | | | | | | | COO Award | 12/11/2025 | — | — | — | 20,599 | 27,465 | 54,930 | — | — | — | 3,000,002 | | Time-Based RSUs | 03/13/2025 | — | — | — | — | — | — | 18,116 | — | — | 1,750,006 | | Performance-Based RSUs | 03/13/2025 | — | — | — | 9,058 | 18,116 | 36,232 | — | — | — | 1,750,006 | | Annual Cash Bonus | 04/01/2025 | 204,698 | 409,395 | 818,790 | — | — | — | — | — | — | — | | Alex R. Thurman | | | | | | | | | | | | | Time-Based Options | 03/13/2025 | — | — | — | — | — | — | — | 19,849 | 96.60 | 1,050,012 | | Performance-Based Options | 03/13/2025 | — | — | — | 9,925 | 19,849 | 39,698 | — | — | 96.60 | 1,050,012 | | Bonus Election Options | 04/01/2025 | — | — | — | 3,283 | 6,566 | 13,132 | — | — | 97.09 | 335,457 | | Tomas Navratil | | | | | | | | | | | | | Time-Based RSUs | 03/13/2025 | — | — | — | — | — | — | 12,422 | — | — | 1,199,965 | | PRSUs | 03/13/2025 | — | — | — | 6,211 | 12,422 | 24,844 | — | — | — | 1,199,965 | | Annual Cash Bonus | 04/01/2025 | 149,820 | 299,640 | 599,280 | — | — | — | — | — | — | — |

  70. 2025 Grants of Plan-Based Awards

    (1) Incentive plan awards consist of: a. Annual cash bonuses payable under our 2025 executive bonus plan. The maximum potential payout under the executive bonus plan is 200% of target. b. Awards of PRSUs and Performance Options that only vest upon the achievement of pre-determined operational goals. The PRSUs and Performance Options vest over a four-year performance period, with a maximum potential program payout of 200% of target; c. Awards of stock options granted to Messrs. Burns and Thurman pursuant to their elections to receive 100% of their annual bonuses in the form of stock options rather than in the form of a cash payment. These awards include a 15% premium component tied to their election to receive their annual bonus in RSUs in lieu of cash. d. The performance-based Special Equity Award granted to Mr. Gilliam. Please see “Material Elements of Compensation—Annual Bonuses” and “Material Elements of Compensation—Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above for more information on our executive incentive compensation programs. The amounts shown represent the grant date fair values of stock and option awards granted in the year indicated as computed in accordance with FASB ASC Topic 718 and, in the case of the Performance Options granted pursuant to our annual bonus equity election and other performance-based stock option and stock unit awards, based upon the probable outcome of the applicable performance conditions. For a discussion of valuation assumptions used to determine the grant date fair values of equity awards made to executive officers in 2025, see Note 10, Stock-Based Compensation, to our Notes to the consolidated financial statements included in the 2025 Annual Report.

  71. Outstanding Equity Awards at 2025 Fiscal Year‑End

    Outstanding Equity Awards at 2025 Fiscal Year‑End The following table presents information concerning equity awards held by our NEOs as of December 31, 2025.

  72. Outstanding Equity Awards at 2025 Fiscal Year‑End

    | | Option awards | | | | | | Stock awards | | | | | | | Number of | | | | | | | | | | | | securities underlying | | | | | | | | | | | | unexercised options (#) | | | | | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | | incentive | | | | | | | | | | | Equity | plan | | | | | | | | | | | incentive | awards: | | | | | | Equity | | | | | plan | Market or | | | | | | incentive | | | | | awards: | payout | | | | | | plan | | | | | Number of | value of | | | | | | awards: | | | | Market | unearned | unearned | | | | | | Number of | | | Number of | value of | shares, | shares, | | | | | | securities | | | shares or | shares or | units or | units or | | | | | | underlying | | | units of | units of | other | other | | | | | | unexercised, | Option | | stock that | stock that | rights that | rights that | | | | | | unearned | exercise | Option | have not | have not | have not | have not | | | Grant | | | options | price | expiration | vested | vested | vested | vested | | Name | date | Exercisable | Unexercisable | (#) | ($) | date | (#) | ($)(1) | (#) | ($)(1) | | Thomas W. Burns | 3/10/2016 | 275,000 | — | — | 16.49 | 3/10/2026 | — | — | — | — | | | 3/15/2017 | 180,000 | — | — | 45.71 | 3/15/2027 | — | — | — | — | | | 3/14/2018 | 266,000 | — | — | 30.92 | 3/14/2028 | — | — | — | — | | | 3/14/2019 | 50,000 | — | — | 69.30 | 3/14/2029 | — | — | — | — | | | 3/12/2020 | 65,170 | — | — | 39.10 | 3/12/2030 | — | — | — | — | | | 3/12/2020 | 28,455 | — | — | 39.10 | 3/12/2030 | — | — | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 15,417(4) | 1,740,733 | | | 3/24/2022 | — | — | — | — | — | 5,211(3) | 588,374 | — | — | | | 3/24/2022 | — | — | — | — | — | — | — | 13,584(5) | 1,533,769 | | | 3/24/2022 | 42,078 | — | — | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | 39,447 | 2,631(2) | — | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | 35,768 | — | 27,349(5) | 55.18 | 3/24/2032 | — | — | — | — | | | 4/01/2022 | 7,258 | — | | 60.78 | 4/01/2032 | — | — | — | — | | | 3/22/2023 | — | 13,548(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 220,508(6) | 48.46 | 3/22/2033 | — | — | — | — | | | 4/03/2023 | 56,404 | — | — | 49.51 | 4/03/2033 | — | — | — | — | | | 12/22/2023 | — | — | — | — | — | — | — | 24,290(10) | 2,742,584 | | | 3/14/2024 | 16,343 | 21,016(2) | — | 85.78 | 3/14/2034 | — | — | — | — | | | 3/14/2024 | — | — | — | — | — | — | — | 92,194(7) | 10,409,568 | | | 3/14/2024 | — | — | — | — | — | 15,957(3) | 1,801,705 | — | — | | | 3/13/2025 | — | — | — | — | — | — | — | 79,192(8) | 8,941,569 | | | 3/13/2025 | | | | | | 39,596(3) | 4,470,784 | | | | | 3/13/2025 | | 24,102(2) | | | | | | | | | | 3/13/2025 | | | 48,204(8) | 96.60 | 3/13/2035 | | | | | | | 4/01/2025 | | | 38,266(9) | 97.09 | 4/01/2035 | | | | | | Joseph E. Gilliam | 3/14/2019 | 3,300 | — | — | 69.30 | 3/14/2029 | — | — | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 3,886(4) | 438,768 | | | 3/24/2022 | — | — | — | — | — | 9,062(3) | 1,023,190 | — | — | | | 3/24/2022 | — | — | — | — | — | 13,592(11) | 1,534,673 | — | — | | | 3/24/2022 | 36,163 | — | 21,955(12) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | 57,697 | — | 23,778(5) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/22/2023 | — | — | — | — | — | 10,318(3) | 1,165,005 | — | — | | | 3/22/2023 | 25,265 | 11,486(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 73,502(6) | 48.46 | 3/22/2033 | — | — | — | — | | | 3/14/2024 | — | — | — | — | | — | — | 37,889(7) | 4,277,991 | | | 3/14/2024 | — | — | — | — | | 6,558(3) | 740,464 | — | — | | | 3/14/2024 | 6,716 | 8,637(2) | — | 85.78 | 3/14/2034 | — | — | — | — | | | 3/13/2025 | | | | | | | | 36,232(8) | 4,090,955 | | | 3/13/2025 | | | | | | 18,116(3) | 2,045,478 | | | | | 12/11/2025 | | | | | | | | 54,930(13) | 6,202,146 | | Alex R. Thurman | 10/06/2016 | 40,000 | — | — | 38.68 | 10/06/2026 | — | — | — | — | | | 12/14/2016 | 20,000 | — | — | 33.81 | 12/14/2026 | — | — | — | — | | | 3/15/2017 | 15,000 | — | — | 45.71 | 3/15/2027 | — | — | — | — | | | 4/01/2020 | 6,675 | — | — | 28.78 | 4/01/2030 | — | — | — | — | | | 3/24/2022 | 33,850 | — | 11,888(5) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | — | — | — | — | — | 4,531(3) | 511,595 | — | — | | | 3/22/2023 | — | — | — | — | — | 5,503(3) | 621,344 | — | — | | | 3/22/2023 | 13,475 | 6,126(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 39,202(6) | 48.46 | 3/22/2033 | — | — | — | — | | | 4/03/2023 | 8,906 | — | — | 49.51 | 4/03/2033 | — | — | — | — | | | 3/14/2024 | 3,806 | 4,894(2) | — | 85.78 | 3/14/2034 | — | — | — | — | | | 3/14/2024 | — | — | — | — | — | 3,717(3) | 419,686 | — | — | | | 3/14/2024 | — | — | — | — | — | — | — | 21,470(7) | 2,424,121 | | | 3/13/2025 | | 19,849(2) | | 96.60 | 3/13/2035 | | | | | | | 3/13/2025 | | | 39,698(8) | 96.60 | 3/13/2035 | | | | | | | 4/01/2025 | | | 13,132(9) | 97.09 | 4/01/2035 | | | | |

  73. Outstanding Equity Awards at 2025 Fiscal Year‑End

    | Tomas Navratil | 10/19/2020 | 4,181 | — | — | 55.00 | 10/19/2030 | — | — | — | — | | | 3/18/2021 | 8,788 | — | — | 85.94 | 3/18/2031 | — | — | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 1,948(4) | 219,949 | | | 3/24/2022 | — | — | — | — | — | — | — | 6,677(5) | 753,900 | | | 3/24/2022 | — | — | — | — | — | 5,135(3) | 579,793 | — | — | | | 3/22/2023 | — | — | — | — | — | — | — | 23,386(6) | 2,640,513 | | | 3/22/2023 | — | — | — | — | — | 11,694(3) | 1,320,370 | — | — | | | 3/14/2024 | | | | | | 8,307(3) | 937,943 | | | | | 3/14/2024 | | | | | | | | 23,997(7) | 2,709,445 | | | 3/13/2025 | | | | | | 12,422(3) | 1,402,568 | | | | | 3/13/2025 | | | | | | | | 24,844(8) | 2,805,136 |

  74. Outstanding Equity Awards at 2025 Fiscal Year‑End

    (1) The reported value of these stock awards is based upon a stock price of $112.91, which was the closing market price of the Company’s common stock on December 31, 2025, the last trading day of the Company’s 2024 fiscal year. (2) These options vest over four years from the grant date, with 25% vesting on the one-year anniversary of the grant date and the remaining amount vesting in equal monthly installments over the following 36 months. (3) This stock award vests over four years, with 25% vesting annually on each anniversary of the grant date. (4) The reported grants are awards of PRSUs granted in 2021 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2025, 250% of the target awards have been earned. (5) The reported grants are awards of performance-based stock options and PRSUs granted in 2022 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of performance-based stock options and PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2025, 250% of the target awards have been earned. (6) The reported grants are awards of performance-based stock options and PRSUs granted in 2023 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of performance-based stock options and PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2025, 100% of the target awards have been earned. (7) The reported grants are awards of PRSUs granted in 2024 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2025, two-thirds of the target awards have been earned. (8) The reported grants are awards of performance-based stock options and PRSUs granted in 2025 that only vest upon the achievement of multiple pre-determined operational goals during a four-year performance period, as described in more detail under the heading “Material Elements of Compensation— Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section above. The number of performance-based stock options and PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2025, none of the awards have been earned. (9) These stock options were granted to Messrs. Burns and Thurman pursuant to each of their elections to receive all of their 2025 annual cash bonus in the form of stock options rather than in the form of a cash payment. They will vest on first anniversary of the grant date, in an amount determined by the achievement of the Company under its executive bonus plan, as determined by the CNG Committee, and are subject to adjustment for underachievement and overachievement up to a maximum of 200% of the target. The number of options reported reflects the maximum number that could be earned based upon the maximum overachievement possible under the executive bonus plan. (10) These PRSUs were granted to Mr. Burns in connection with the U.S. FDA approval of the Company’s iDose TR product and only vest upon the achievement of pre-determined regulatory, reimbursement, and sales targets over a three-year performance period. The number of PRSUs reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal year 2025, 100% of the target awards have been earned. (11) This stock award was granted to Mr. Gilliam in connection with his promotion to the Company’s President and Chief Operating Officer in 2022, and vests 50% on the third anniversary of the grant date and the remaining 50% on the fourth anniversary of the grant date. (12) These performance-based stock options were granted to Mr. Gilliam in connection with his promotion to the Company’s President and Chief Operating Officer in 2022, and only vest upon the achievement of certain pre-determined financial goals over a four-year performance period, with the first three years of the multi-year performance period subject to adjustment for underachievement but not for overachievement. The number of performance-based stock options reported reflects the maximum number that could be earned based upon the maximum overachievement possible during the performance period under the terms of the grant. As of the end of fiscal 2025, 115% of the target awards have been earned. This PRSU award was granted to Mr. Gilliam as a one-time special equity award in 2025 and only vests upon the achievement of certain pre-determined annual and cumulative financial goals over a four-year performance period. The number of PRSUs reported reflects the maximum number that could be earned based achievement of target performance against the annual goals.

  75. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table presents information regarding the options exercised by each NEO and the common stock acquired by each NEO upon the vesting of stock awards during fiscal year 2025.

  76. Option Exercises and Stock Vested in Fiscal 2025

    | | Option Awards | | Stock Awards | | | | Number of | | Number | | | | shares | | of shares | Value | | | acquired on | Value realized | acquired | realized | | | exercise | on exercise | on vesting | on vesting | | Name | (#) | ($) | (#) | ($) | | Thomas W. Burns | — | — | 71,287 | 6,891,404 | | Joseph E. Gilliam(1) | — | — | 43,587 | 4,508,417 | | Alex R. Thurman | — | — | 17,460 | 1,776,504 | | Tomas Navratil | — | — | 27,668 | 2,965,844 |

  77. Option Exercises and Stock Vested in Fiscal 2025

    (1) The number of shares acquired on exercise and on vesting reported do not reflect the transfer of the economic interest of a portion of the underlying stock option and RSU awards to Mr. Gilliam’s former spouse pursuant to a domestic relations order, as previously reported in Reports on Form 4 filed with the SEC on May 8, 2019, December 21, 2020 and April 5, 2022.

  78. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans The following table presents information regarding our nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for NEOs for 2025.

  79. Nonqualified Deferred Compensation Plans

    | | | Registrant | Aggregate | | Aggregate | | | Executive | Contributions | Earnings (Loss) | Aggregate | Balance at | | | Contributions in | in Last | in Last Fiscal | Withdrawals/ | Last Fiscal | | | Last Fiscal Year | Fiscal Year | Year | Distributions | Year-End | | Name | ($)(1) | ($) | ($)(1) | ($) | ($)(1) | | Thomas W. Burns | 664,308 | — | 1,451,084 | — | 10,052,631 | | Joseph E. Gilliam | — | — | — | — | — | | Alex R. Thurman | — | — | — | — | — | | Tomas Navratil | — | — | — | — | — |

  80. Nonqualified Deferred Compensation Plans

    (1) The amounts reported in the executive contributions column are reported in the Summary Compensation table above, while the amounts reported in the aggregate earnings and losses column are not reported in the Summary Compensation table above in accordance with the applicable SEC rules. Our Deferred Compensation Plan permits our management or highly compensated employees, including all of our NEOs, to elect to defer up to 80% of each of their base salary, annual cash incentive bonus and annual performance-based compensation pursuant to the terms of the Deferred Compensation Plan. Amounts deferred under the Deferred Compensation Plan will be credited (or debited) with an investment return determined as if the deferred amounts were invested in one or more investment funds selected by the participating employee from those funds made available under the Deferred Compensation Plan. These investment funds made available under the Deferred Compensation Plan are chosen by the delegates of the CNG Committee and include numerous asset classes including funds from Fixed Income to International Equity. Participants also have the option to select asset allocation portfolios that range from Conservative to Aggressive. The Company may also make discretionary credits to the accounts of participating employees under the Deferred Compensation Plan, which employer credits may or may not be subject to a vesting schedule. Amounts deferred under the Deferred Compensation Plan will become payable upon a participating employee’s separation from service with the Company, death, disability, a specified in-service distribution date or a change in control of the Company, in each case as elected by the participating employee in accordance with the terms of the Deferred Compensation Plan. Amounts payable under the Deferred Compensation Plan may be paid to the participating employee in either a lump-sum or in annual installments to be paid over a period of up to ten years, in each case as elected by the participating employee in accordance with the terms of the Deferred Compensation Plan. Investment elections made for each plan year may not be revoked, changed or modified except as permitted under the Deferred Compensation Plan, and subject to applicable law. No actual investments will be held in the participants’ accounts and participants will at all times remain general unsecured creditors of the Company with respect to their account balances. The Deferred Compensation Plan is intended to comply with the requirements of Section 409A of the Code.

  81. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into executive severance and change in control agreements with our senior management employees, including our four executive officers, Messrs. Burns, Gilliam, Thurman and Navratil. Pursuant to the terms of the agreements, if any of these executive officers is terminated as a result of (i) an involuntary termination without “cause” or (ii) a resignation for “good reason” (each as defined in the executive severance and change in control agreements), then he will receive an amount equal to 18 months, in the case of Mr. Burns, or 12 months, in the case of Messrs. Gilliam, Thurman or Navratil, of the base salary amount in effect at the time of such termination, paid in a lump sum on the 60th day following the date of such termination. Additionally, each of Messrs. Burns, Gilliam, Thurman and Navratil (and their respective spouses and dependents) will also receive medical and dental benefits provided by us at least equal to the levels of benefits provided to our similarly situated active employees until the earlier of (i) the 18‑month anniversary of the date of such termination, with respect to Mr. Burns, or the 12-month anniversary, with respect to our other Named Executive Officers, or (ii) the date that he becomes covered under a subsequent employer’s medical and dental benefits plans. Mr. Burns will also vest in all equity and equity‑based awards outstanding on the date of termination, and each of Messrs. Gilliam, Thurman and Navratil will vest in all equity and equity‑based awards that would otherwise have vested during the 12 months following the date of such termination. All of the above benefits are subject to the executive’s execution of a general release of claims in our favor. If any of our NEOs is terminated as a result of (i) an involuntary termination without cause or (ii) a resignation for good reason, in either case within three months prior or 12 months following a “change in control” (as defined in the executive severance and change in control agreements), then he will receive an amount equal to the sum of (i) 24 months, in the case of Mr. Burns, or 18 months, in the case of the other NEOs, of the base salary amount in effect at the time of such termination, and (ii) 2 times, in the case of Mr. Burns, or 1.5 times, in the case of the other NEOs, of his target annual bonus for the year in which the change in control occurs, paid in a lump sum on the 60th day following the date of such termination. Each of the NEOs (and his spouse and dependents) will also receive medical and dental benefits provided by us at least equal to the levels of benefits provided to our similarly situated active employees until the earlier of (i) the 24‑month anniversary, in the case of Mr. Burns, or the 18-month anniversary, in the case of our other NEOs, of the date of such termination, or (ii) the date that he becomes covered under a subsequent employer’s medical and dental benefits plans. Each of Messrs. Burns, Gilliam, Thurman and Navratil will also vest in all equity and equity‑based awards outstanding on the date of termination. All of the above benefits are subject to the executive’s execution of a general release of claims in our favor. For purposes of the agreements, “cause” means a finding that the executive has (i) been convicted of a felony or crime involving moral turpitude; (ii) disclosed trade secrets or confidential information to persons not entitled to receive such information; (iii) engaged in conduct in connection with his employment that has, or could reasonably be expected to result in, material injury to the business or reputation of the Company, including act(s) of fraud, embezzlement, misappropriation and breach of fiduciary duty; (iv) violated our operating and ethics policies in any material way, including those relating to sexual harassment and the disclosure or misuse of confidential information; (v) engaged in willful and continued negligence in the performance of the duties assigned to him, after he has received notice of and failed to cure such negligence; or (vi) breached any material provision of any agreement between the executive and our Company, including any confidentiality agreement. “Good reason” means (i) a substantial and material diminution in the executive’s duties or responsibilities; (ii) a material reduction in his base salary; or (iii) the relocation of his principal place of employment to a location more than 50 miles from the prior location. “Change in control” means (i) the acquisition by a person or group of more than 50% of the voting power of our stock (other than a change resulting from the death of a stockholder or a transaction in which we become a subsidiary of another corporation and, following the transaction, our stockholders prior to the transaction will beneficially own shares entitling such stockholders to more than 50% of the voting power of the parent corporation); (ii) the majority of members of our Board of Directors are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board prior to the date of the appointment or election; or (iii) the consummation of (A) a merger or consolidation with another corporation where our stockholders, immediately prior to the transaction, will not beneficially own, immediately following the transaction, shares entitling such stockholders to more than 50% of the voting power of the surviving corporation; (B) a sale or disposition of all or substantially all of our assets; or (C) our liquidation or dissolution. In the event that any of our NEOs would be subject to the excise tax imposed by Section 4999 of the Code and the net after-tax benefit that he would receive by reducing such payments to the threshold level as determined by Section 280G of the Code is greater than the net after-tax benefit the executive would receive if the full amount of such payments were made, then such payments will be reduced so that such payments do not exceed the threshold level as determined by Section 280G of the Code. The following table provides information concerning the potential termination or change in control payments that would be made to each of our NEOs under the circumstances described above. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential payment to the NEOs, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 31, 2025. In the following table, we use the term “involuntary termination” to refer to a termination by us without cause or by the executive for good reason.

  82. Potential Payments Upon Termination or Change in Control

    | | | | | Restricted | | | | | | | Stock Option | Stock Unit | Continuation | | | | Salary | Bonus | Acceleration | Acceleration | of Healthcare | | | | Severance | Severance | Value | Value | Benefits | Total | | | ($) | ($) | ($)(1) | ($)(1) | ($)(2) | ($) | | Thomas W. Burns | | | | | | | | Death or Disability | — | — | 12,413,612 | 19,176,409 | — | 31,590,020 | | Involuntary Termination | 1,275,000 | — | 12,413,612 | 19,176,409 | 35,662 | 32,900,682 | | Involuntary Termination in Connection with a Change in Control | 1,700,000 | 1,700,000 | 12,413,612 | 19,176,409 | 47,549 | 35,037,569 | | Joseph E. Gilliam | | | | | | | | Death or Disability | — | — | 5,983,363 | 10,309,360 | — | 16,292,723 | | Involuntary Termination | 584,850 | — | 5,112,893 | 7,699,107 | 13,907 | 13,410,757 | | Involuntary Termination in Connection with a Change in Control | 877,275 | 614,093 | 5,983,363 | 10,309,360 | 20,860 | 17,804,951 | | Alex R. Thurman | | | | | | | | Death or Disability | — | — | 3,124,648 | 2,298,509 | — | 5,423,157 | | Involuntary Termination | 486,200 | — | 2,789,748 | 1,707,990 | 23,775 | 5,007,713 | | Involuntary Termination in Connection with a Change in Control | 729,300 | 437,580 | 3,124,648 | 2,298,509 | 35,662 | 6,625,699 | | Tomas Navratil | | | | | | | | Death or Disability | — | — | — | 8,771,075 | — | 8,771,075 | | Involuntary Termination | 499,400 | — | — | 6,433,612 | 23,775 | 6,956,787 | | Involuntary Termination in Connection with a Change in Control | 749,100 | 419,760 | — | 8,771,075 | 35,662 | 9,975,597 |

  83. Potential Payments Upon Termination or Change in Control

    (1) Based upon the closing price of our common stock ($112.91) on December 31, 2025, which was the last trading day in 2025. The reported value of the performance-based stock options and PRSUs in the case of death or disability or involuntary termination reflects accelerated vesting in 100% of the target amount of such award. (2) The reported value of these continued medical and dental coverage benefits is an estimate based upon the monthly cost of such benefits to the Company as of December 31, 2025.

  84. 401(k) Plan

    | CEO PAY RATIO |

  85. 401(k) Plan

    | | = | | | CEO COMPENSATION | | | | | | 67.4 to 1 | | $12,034,087 | | | | MEDIAN EMPLOYEE COMPENSATION | | PAY RATIO | | $178,462 | | |

  86. 401(k) Plan

    | PAY VS PERFORMANCE |