DEF 14A of GLAUKOS Corp, Apr 16, 2024

DEF 14A of GLAUKOS Corp

Filed Apr 16, 2024 · FY20230001558370-24-005203

Open on EDGAR

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

    | 72 | Compensation Committee Interlocks and Insider Participation | | 73 | CEO Pay Ratio | | 74 | Pay vs. Performance | | 77 | Equity Compensation Plan Information | | 78 | Security Ownership of Certain Beneficial Owners and Management | | 80 | Report of the Audit Committee | | 81 | Proposal 5 — Ratification of Independent Registered Public Accounting Firm | | 83 | Transactions with Related Persons | | 84 | Delinquent Section 16(a) Reports | | 85 | Proposals of Stockholders and Director Nominations for 2025 Annual Meeting | | 86 | Other Matters | | 87 | Annual Report to Stockholders | | 88 | Virtual Annual Meeting | | 89 | Questions and Answers About the Proxy Materials and Annual Meeting | | A-1 | Appendix A – Glaukos Corporation Amended and Restated 2015 Omnibus Incentive Compensation Plan |

  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, 2024. We have also included a table reflecting the primary experience, qualifications, attributes and skills of each of our director nominees. The CNG Committee and the Board of Directors considered this information, among other characteristics, in their nomination of these individuals to serve as a member of our Board of Directors.

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

    Nominees for Election as Class III Directors at the Annual Meeting

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

    | Thomas W. Burns | Age 63, Director Since 2002 | | | BOARD COMMITTEES N/A | 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 Pulmonx Corporation (Nasdaq:LUNG) (2020 to current) , 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 | | QUALIFICATIONS FOR BOARD SERVICE Mr. Burns has a proven record of building successful medical device and pharmaceutical businesses and creating successful new markets in ophthalmology. 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. | | |

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

    | Marc A. Stapley | Age 54, Independent Director Since 2014 | | | BOARD COMMITTEES Audit Compensation, Nominating and Governance | BACKGROUND Chief Executive Officer, Veracyte, Inc. (2021 to current) Chief Executive Officer, Helix (2019 to 2021) Executive Vice President, Strategy and Corporate Development, Illumina, Inc. (2017 to 2019); Chief Administrative Officer (2015-2017); 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 Veracyte, Inc. (Nasdaq: VCYT) (2021 to current) OTHER PRIVATE DIRECTORSHIPS Helix Opco LLC (2015 to current) EDUCATION B.Sc (Honors), The University of Reading (England) | | QUALIFICATIONS FOR BOARD SERVICE 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. | | |

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

    | Leana S. Wen, MD | Age 41, Independent Director Since 2021 | | | BOARD COMMITTEES Audit | 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) 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 UroGen (NASDAQ: URGN) (2022 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 | | QUALIFICATIONS FOR BOARD SERVICE 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. | | |

  7. All Other Continuing Directors

    All Other Continuing Directors

  8. All Other Continuing Directors

    | Mark J. Foley | Age 58, Independent Director Since 2014, Lead Independent Director Since 2021 | | | BOARD COMMITTEES Compensation, Nominating and Governance (Chair) TERM EXPIRES: 2025 | BACKGROUND Chief Executive Officer, Revance Therapeutics, Inc. (2019 to current) Chairman, President and Chief Executive Officer, ZELTIQ Aesthetics, Inc. (2012 to 2017); Executive Chairman (2009 to 2012) 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 Revance Therapeutics, Inc. (Nasdaq:RVNC) (2017 to current) SI-BONE, Inc. (Nasdaq:SIBN) (2019 to 2021) ZELTIQ Aesthetics, Inc. (2009-2017) EDUCATION Bachelor of Arts, University of Notre Dame | | QUALIFICATIONS FOR BOARD SERVICE Mr. Foley has over 25 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. | | |

  9. All Other Continuing Directors

    | David F. Hoffmeister | Age 69, Independent Director Since 2014 | | | BOARD COMMITTEES Audit (Chair) TERM EXPIRES: 2025 | BACKGROUND Senior Vice President and Chief Financial Officer, Life Technologies Corporation (2008 to 2014) Chief Financial Officer, Invitrogen Corporation (2004 to 2008) Senior Partner, McKinsey & Company (1984-2004) Leader, McKinsey & Company, North American Chemical Practice (1998-2004) | OTHER PUBLIC DIRECTORSHIPS Celanese Corporation (NYSE:CE) (2006 to current) ICU Medical, Inc. (Nasdaq:ICUI) (2017 to current) StepStone Group, Inc. (Nasdaq:STEP) (2019 to current) OTHER PRIVATE DIRECTORSHIPS Kaiser Permanente (2014 to current) EDUCATION Bachelor of Science, University of Minnesota M.B.A, University of Chicago | | QUALIFICATIONS FOR BOARD SERVICE 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. | | |

  10. All Other Continuing Directors

    | Gilbert H. Kliman, M.D. | Age 65, Independent Director Since 2007 | | | BOARD COMMITTEES Compensation, Nominating and Governance TERM EXPIRES: 2025 | BACKGROUND Partner, InterWest Partners (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 STAAR Surgical Company (Nasdaq:STAA) (2020 to 2023) Doximity, Inc. (NYSE:DOCS) (2011 to 2022) Avedro, Inc. (Nasdaq: AVDR) (acquired by Glaukos Corporation) (2015-2019) Epocrates, Inc. (Nasdaq: EPOC) (1999-2011) IntraLase Corp. (Nasdaq: ILSE) (2000-2007) EDUCATION Bachelor of Arts, Harvard University M.D., University of Pennsylvania M.B.A., Stanford Graduate School of Business | | QUALIFICATIONS FOR BOARD SERVICE 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. | | |

  11. All Other Continuing Directors

    | Denice M. Torres | Age: 64, Independent Director Since 2021 | | | BOARD COMMITTEES Compensation, Nominating and Governance TERM EXPIRES: 2026 | BACKGROUND Chief Executive Officer, The Ignited Company (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) Various Executive Positions, Eli Lilly and Company (1990 to 2004) | OTHER PUBLIC DIRECTORSHIPS 2seventybio (Nasdaq:TSVT) (2021 to current) 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 current) EDUCATION Bachelor of Science, Ball State University J.D., Indiana University M.B.A., University of Michigan Ms. Torres is a member of the Michigan Bar Association. Ms. Torres is the founder of The Mentoring Place, a nonprofit organization offering free executive mentoring to help women achieve their career goals. | | QUALIFICATIONS FOR BOARD SERVICE 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, DEI and culture. Her combined experiences and perspectives qualify her to serve on our Board of Directors. | | |

  12. All Other Continuing Directors

    | Aimee S. Weisner | Age 55, Independent Director Since 2014 | | | BOARD COMMITTEES Audit TERM EXPIRES: 2026 | BACKGROUND Corporate Vice President and General Counsel, Edwards Lifesciences Corporation (2011 to 2019) Legal Advisor to Public Pharmaceutical and Medical Device Companies (2009 to 2010) Various position, 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 Lensar, Inc. (Nasdaq:LNSR) (2021 to current) STAAR Surgical Company (Nasdaq: STAA) (2022 to current) Oyster Point Pharma, Inc. (Nasdaq:OYST) (2019 to Jan 2023) EDUCATION Bachelor of Arts, California State University, Fullerton J.D., Loyola Law School, Los Angeles | | QUALIFICATIONS FOR BOARD SERVICE 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. | | |

  13. Board Attributes

    | | Fees earned or | Stock | | | | paid in cash | awards | Total | | Name(1) | ($)(2) | ($)(2)(3) | ($) | | Mark J. Foley | — | 319,379 | 319,379 | | David F. Hoffmeister | 3,125 | 259,000 | 262,125 | | Gilbert H. Kliman, M.D. | — | 259,000 | 259,000 | | Marc A. Stapley | — | 273,393 | 273,393 | | Denice M. Torres | — | 259,000 | 259,000 | | Aimee S. Weisner | — | 259,000 | 259,000 | | Leana S. Wen, M.D. | — | 259,000 | 259,000 |

  14. Director Compensation Program

    Director Compensation Program

  15. General

    | ✓ | Adds Non-Employee Director Compensation Limits. Under the Restated Plan, the value of all compensation paid to any individual non-employee director for their Board service in any calendar year, including cash compensation and the grant date fair value of equity granted, may not exceed $750,000. Notwithstanding the foregoing, the limit is $1,000,000 in the event that the non-employee director is in their first year of service on the Board, or serves as a non-executive Board chair. |

  16. Equity Burn Rate and Potential Equity Dilution

    | (1) Calculations based on outstanding equity awards and common shares available as of April 1, 2024, excluding any shares that employees may purchase under the Employee Stock Purchase Plan. The foregoing is an estimate based on April 1, 2024 data. The 4,700,000 common shares available for future grants under the Restated Plan is effective as of the date the Restated Plan is approved by stockholders at the Annual Meeting. Significant grant activity is not anticipated for the period after April 1, 2024 until the date of the Annual Meeting. |

  17. EXECUTIVE COMPENSATION HIGHLIGHTS

    | ● Our Chairman and CEO was granted a one-time special equity award in connection with the FDA approval of iDose TR in December 2023, in response to stockholder feedback; this 100% performance-based equity is earned by achieving three-year milestone goals that support successful commercialization of this ground-breaking new product as measured by progress against reimbursement, regulatory, and sales volume hurdles, and overperformance is capped at 200%. ● 2023 bonuses were paid according to the bonus plan’s formulaic funding, with no discretionary adjustments. ● ESG goals continued to be included in our 2023 bonus plan in response to shareholder feedback to link ESG with executive compensation. | ● Beginning in 2024, 50% of all of our NEOs’ equity awards will be performance-based. ● 2023 performance-based equity awards require a minimum three-year performance period before any shares are earned, and overachievement is capped at 200% of target in response to shareholder feedback. ● 50% of our CEO’s 2023 regular annual equity awards are performance-based and earned for the achievement of regulatory approval for the commercialization of designated pipeline products, while 100% of the special equity award granted to support commercializing iDose is contingent on achieving critical iDose growth hurdles over the next three years. |

  18. 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;

  19. Reinforce succession planning process

    Reinforce succession planning process The overall compensation program for our executive leadership team supports our robust succession planning process. Our 2023 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.

  20. Primary Compensation Elements

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

  21. Primary Compensation Elements

    | | ELEMENT | DESCRIPTION | PRIMARY DESIGN OBJECTIVE | | FIXED | Base Salary | ● Annual fixed cash compensation | ● Attract and retain top talent. Provide compensation for functional expertise and day-to-day responsibilities | | AT RISK COMPENSATION | 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 ESG goals ● Executive equity election to receive bonus opportunity in restricted stock units or stock options | ● 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 2023, 57% of our CEO’s equity awards were performance-based (includes the special December 2023 performance grant provided upon FDA approval of iDose TR), with the remainder in time-based options ● In 2023, 1/3 of the equity awards for our other NEOs was performance-based, with the remainder split between time-based restricted stock units (“RSUs”) and time-based options. For 2024, the weighting of performance-based equity awards was increased to 50% for all NEOs ● Performance-based equity only vests based on 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 |

  22. 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, 90% of his 2023 target compensation is “at risk.” For our other Named Executive Officers, 84% of their average target compensation is “at risk.”

  23. 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 Chief Executive Officer’s recommendations to the CNG Committee as to the compensation of the other Named Executive Officers.

  24. 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 2023, 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 2023, 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 2023, the CNG Committee assessed the independence of FW Cook pursuant to the SEC and NYSE rules and concluded that no conflict of interest exists.

  25. 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 2023 comparative compensation purposes (“2023 Peer Group”) was set in June 2022. The CNG Committee generally targeted biotechnology and drug development companies with commercialized products that held a market capitalization between $1 billion and $6 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 2023 Peer Group, the six largest market capitalization peer companies used for 2022 pay decisions were removed (Globus Medical, Insulet, Masimo, Natera, Repligen, and Tandem Diabetes), and replaced with five smaller companies (Axonics, CareDx, Fulgent Genetics, Lantheus, and Vericel). The changes were made primarily to remove the peers that were above the market capitalization size criteria and resulted in Glaukos’ market capitalization being near the 2023 Peer Group median at the time of the review. The 2023 Peer Group included the following 18 companies:

  26. Peer Companies

    | 2023 Peer Group | | | | | Aerie Pharmaceuticals | CareDx | Inspire Medical | Nevro | | Artivion | CONMED | Integra LifeSciences | Nuvasive | | AtriCure | Fulgent Genetics | Invitae | Vericel | | Axonics | Haemonetics | iRhythm Technologies | | | Cardiovascular Systems | ICU Medical | Lantheus | |

  27. Peer Companies

    The peer group used for 2024 executive compensation decisions was set in June 2023. Our CNG Committee conducted its annual review of our peer group and made revisions to recognize Glaukos’ then-current market capitalization and add drug development companies to recognize the importance of our pharmaceutical business (“2024 Peer Group"). The 2024 Peer Group targeted companies that had market cap between $1 and $10 billion (approximately 3x our market capitalization at the time of analysis) and resulted in Glaukos’ market capitalization being near the 2024 Peer Group median at the time of the review. The 2024 Peer Group included the following 17 companies:

  28. Peer Companies

    | 2024 Peer Group | | | | | Apellis Pharmaceuticals | Fulgent Genetics | Lantheus | Ultagenyx Pharmaceuticals | | AtriCure | Haemonetics | Nevro | Vericel | | Axonics | Insmed | NuVasive | | | Catalyst Pharma | Inspire Medical | STAAR Surgical | | | CONMED | iRhythm Technologies | Travere Therapeutics | |

  29. Peer Companies

    The CNG Committee reviews the peer group data as a reference point in assessing compensation decisions for the Named Executive Officers using its business judgment. Other factors considered when determining compensation levels include our objective of attracting and retaining highly qualified executives, and our goal of rewarding top performers to motivate and encourage high achievement.

  30. 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 2023 base salaries, the CNG Committee considered numerous factors regarding our NEOs’ performance during 2022, including strong operational and financial performance, advancing development of our key pipeline products, which are the greatest driver of long-term growth for the Company and its shareholders. The CNG Committee also took into account the competitiveness of our NEOs’ compensation relative to the peer group. Mr. Thurman’s increase was intended as a market adjustment that would bring him closer to the median for a chief financial officer in our peer group and to recognize Mr. Thurman’s growth in the role during 2022. The chart below shows the change in each NEO’s base salary from fiscal 2022 to fiscal 2023.

  31. Material Elements of Compensation

    | | Annual Bonus |

  32. 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.

  33. ANNUAL BONUS TARGETS

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

  34. ANNUAL BONUS TARGETS

    | | 2022 Target | 2023 Target | | | | Bonus (% of | Bonus (% of | 2023 Target | | Named Executive Officer | Base Salary) | Base Salary) | Bonus ($) | | Thomas W. Burns | 100% | 100% | 765,000 | | Joseph E. Gilliam | 70% | 70% | 371,175 | | Alex R. Thurman | 60% | 60% | 240,900 | | Tomas Navratil | 60% | 60% | 252,000 |

  35. BONUS EQUITY ELECTION

    BONUS EQUITY ELECTION Under our 2023 bonus plan, our executives can elect to receive all or a portion of their annual bonus in the form of stock options or RSUs in lieu of cash. The election is made at the start of the year, so that the final value of the bonus payout increases or decreases based on both achievement of bonus goals and stock price performance, and creates an opportunity for our executives to further align their interests with those of our stockholders. To provide additional incentive for executives to elect equity and preserve cash and to create further alignment between our executives’ and stockholders’ interests, a 15% premium is applied when converting from the dollar value of the target bonus to the number of RSUs or stock options granted. The 15% premium was modeled on the 15% discount provided to employees who purchase shares of our common stock under the Glaukos Employee Stock Purchase Plan. If an executive elected to convert his or her cash bonus opportunity into an equity award, then the executive would be granted a one-year performance stock unit or performance option award with respect to the targeted number of shares having a grant date value equal to the amount of the executive’s cash-denominated target bonus, plus the 15% premium. The number of RSUs or options that ultimately vest would be determined in the same manner as the cash bonuses that became payable under our 2023 bonus plan described above (i.e., the number of RSUs or options that vests is performance-contingent so that the percentage that vest will be the same as the payout percentage for target cash bonuses; in other words, if bonuses were earned at 90% of target, then 90% of the target bonus RSUs or options would vest). As set forth in the table below, for 2023 our CEO, Mr. Burns, elected to receive 100% of his annual bonus in options, and Mr. Thurman elected to receive 50% of his annual bonus in options.

  36. BONUS EQUITY ELECTION

    | Named Executive Officer | 2023 Target Bonus ($) | Portion of Target Denominated in Cash ($) | Portion of Target Denominated in Equity with 15% Premium ($) | Number of Target Options Granted (#) | | Thomas W. Burns | 765,000 | -0- | 879,750 | 32,863 | | Alex R. Thurman | 240,900 | 120,450 | 138,518 | 5,174 |

  37. BONUS EQUITY ELECTION

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

  38. Corporate Objectives

    | | | | | | | | | 2023 Actual | | | | | | | Bonus Weighting | | Potential Payout | Achievement | | 2023 Executive Bonus Goals | Target | | Actual | | CEO | Other NEOs | Range (% Target) | (% Target) | | 2023 Net Sales Target* | $293.4 | MM | $314.7 | MM | 50% | 50% | 0-300% | 245.3% | | Meet or exceed (underspend) approved 2023 operating expense budget | $351.2 | MM | $360.0 | MM | 20% | 10% | 0-150% | 95% | | Conduct FDA PAI Audit & Resolve any iDose PAI Issues | 100 | | 100 | | 10% | 5% | 0-150% | 100% | | Develop POC Implantation for iDose TRIO | 100 | | 100 | | 10% | 5% | 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): | | | | | 171.6% | 172.1% | Max capped at 200% | |

  39. Corporate Objectives

    | * The net sales component of the bonus can be earned between 0-300% of target and individual performance goals can be earned between 0-150% of target, but total possible bonus awards are capped at 200% of target. |

  40. 2023 ACTUAL BONUS PAYOUT

    2023 ACTUAL BONUS PAYOUT For 2023, the CNG Committee determined that the CEO’s bonus was earned at 171.6% of target under the formulaic scorecard, and each of the other NEO’s earned a bonus equal to 172.1% of their target. Bonus payouts reflected the achievement of our NEOs against the corporate and individual, where applicable, goals determined for them at the start of the year. The CNG Committee determined that the bonus payout for the Company’s senior leadership would recognize and reward the effort and performance of our management team in achieving the Company’s near-term financial objectives and advancing toward the Company’s long-term goals to create greater value for our shareholders and other stakeholders by bringing our pipeline products to market and achieving our sustainability goals. The values of the portion of the 2023 NEO bonuses earned pursuant to formulaic criteria is set forth in the table below. The value of the options reported in the table below is based on the spread value of the options on the April 1, 2024 vesting date.

  41. 2023 ACTUAL BONUS PAYOUT

    | | | | | | | Value of Portion | | | | | | 2023 Bonus | 2023 Bonus | Paid in Equity on | | | 2023 Earned | Actual Bonus | Bonus | Paid in Cash | Paid in | April 1, 2024 | | Named Executive Officer | Bonus Value ($) | as a % of Target | Election Form | ($) | Options (#) | Vesting Date($) | | Thomas W. Burns | 1,313,005 | 171.6% | 100% options | -0- | 56,404 | 2,458,650 | | Joseph E. Gilliam | 638,921 | 172.1% | 100% cash | 638,921 | | | | Tomas Navratil | 433,779 | 172.1% | 100% cash | 433,779 | | | | Alex R. Thurman | 414,672 | 172.1% | 50% options / 50% cash | 207,336 | 8,906 | 388,213 |

  42. 2023 ACTUAL BONUS PAYOUT

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

  43. 2024 BONUS PLAN

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

  44. 2024 BONUS PLAN

    | Ong-Term Incentives | | | | Long-Term Incentives |

  45. 2024 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 2023, long-term incentive compensation consisted of both time-based and performance-based equity grants. Performance-based equity are awards that require the achievement of pre-determined operational or financial objectives in order to vest. The CNG Committee believes that the use of performance-based equity advances multiple goals that benefit both the Company and stockholders. Performance-based equity incentivizes the achievement of the Company’s long- and short-term strategic goals, motivates executives to work hard to increase the value of the Company, as evidenced by increased stock price, and encourages executives to remain employed with the Company. Our CEO’s 2023 equity grant was designed to be provided half in performance-based RSUs (“PRSUs”) and one-quarter in each of time-based RSUs and stock options. Our other NEO’s awards were designed as one-third time based RSUs, one-third time-based options and one-third PRSUs. In 2024, PRSUs will increase from one-third to one-half of all NEO equity grants. Our executives were given the opportunity to convert the time-based stock option portion of their equity award into RSUs with equivalent value, to convert the time-based RSU portion of their equity award into stock options with equivalent value and to convert the PRSU portion of their equity grant into performance-based stock options with equivalent value and the same long-term performance goals. The opportunity to elect to have full value shares granted as options affords those executives greater potential reward in exchange for the lack of guaranteed value from an RSU. The CNG Committee views this election to convert full value shares to options as supporting the Company’s entrepreneurial spirit of growth, and the conversion of options to full value shares as providing a strong retention incentive. For 2023, Mr. Burns chose to receive his performance-based equity as performance-based options, in lieu of PRSUs, and to received his time-based equity as options, in lieu of time-based RSUs. Each of Messrs. Gilliam and Thurman elected to receive their time-based equity in the form of options and RSUs, while Mr. Navratil chose to receive his time-based equity in the form of RSUs. Messrs. Gilliam and Thurman chose to receive their performance-based equity in the form of performance-based options, and Mr. Navratil chose to receive his performance-based equity in the form of PRSUs.

  46. 2023 ANNUAL EQUITY GRANTS

    2023 ANNUAL EQUITY GRANTS The CNG Committee considered several factors when determining 2023 annual equity award amounts for our CEO and other NEOs, including individual performance, succession planning, internal equity, peer group data and the Company’s performance over the prior year. The CNG Committee exercises its judgment and discretion, and also considers the recommendations from our CEO in setting award amounts for the other NEOs. The following table shows the intended target total annual equity grant value awarded to each NEO in 2023, and the number of time-based RSUs and stock options, and PRSUs and stock options, granted based on the 2023 performance and compensation review process.

  47. 2023 ANNUAL EQUITY GRANTS

    | | Time-Based | Time Based | Time-Based Equity | Performance-based | Performance-Based | Performance-based Equity | Total Target 2023 | | | RSUs | Options | Target Value | RSUs | Options | Target Value | Annual Equity Grant Value | | Named Executive Officer | (#) | (#) | ($) | (#) | (#) | ($) | ($) | | Thomas W. Burns | -0- | 110,254 | $3,000,000 | -0- | $110,254 | $3,000,000 | 6,000,000 | | Joseph E. Gilliam | 20,636 | 36,751 | $2,000,000 | -0- | $36,751 | $1,000,000 | 3,000,000 | | Alex R. Thurman | 11,006 | 19,601 | $1,066,667 | -0- | $19,601 | $533,333 | 1,600,000 | | Tomas Navratil | 23,387 | -0- | $1,133,333 | 11,693 | $-0- | $566,667 | 1,700,000 |

  48. 2023 ANNUAL TIME-BASED EQUITY

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

  49. 2023 ANNUAL PERFORMANCE-BASED EQUITY

    2023 ANNUAL PERFORMANCE-BASED EQUITY For 2023, 50% of our CEO’s annual equity awards and 33.3% of our other NEOs’ equity awards were in the form of performance-based equity. The performance-based equity granted to our executives in 2023 extends over a five-year period and may be earned based upon the regulatory approval of products in development with a minimum three-year performance period because no goal is achievable until 2025. The CNG Committee believes that achieving regulatory approval to commercialize our products is one of the most effective ways for the Company to establish its foothold as a pharmaceutical manufacturer and ultimately grow in sales and overall value to our stockholders. By rewarding successful completion of the long-term developmental steps necessary to achieve approval and commercialization of our many pipeline products, including pharmaceutical products, the CNG Committee created even greater alignment between our executives and our investors. Additionally, these regulatory approval performance targets are required to be met within five years of the grant date, creating a limited window between the third and fifth years to earn the full performance equity award and encouraging our management team to make our development and regulatory processes as efficient and effective as possible. Performance is measured using a scorecard, with between 0% and 200% of target earned based on the number of points accumulated during the measurement period.

  50. 2023 ANNUAL PERFORMANCE-BASED EQUITY

    | | | | | Target | | | | Maximum | | Cumulative Points | 3 | 6 | 9 | 12 | 15 | 18 | 21 | 24 | | % Target Earned | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% |

  51. 2023 ANNUAL PERFORMANCE-BASED EQUITY

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

  52. 2023 ANNUAL PERFORMANCE-BASED EQUITY

    | ● | 6 points for U.S. FDA approval of tier 1 candidates |

  53. 2023 ANNUAL PERFORMANCE-BASED EQUITY

    | ● | 3 points for U.S. FDA approval of tier 2 candidates |

  54. 2023 ANNUAL PERFORMANCE-BASED EQUITY

    | ● | 3 points for EU, Americas (excluding U.S.), or APAC approval |

  55. 2023 ANNUAL PERFORMANCE-BASED EQUITY

    The number of points earned and banked is first measured against the scorecard at the end of 2025, with any earned awards vesting following CNG Committee certification of performance in the first quarter of 2026. There is a minimum three-year period before any awards can be earned and vest. Incremental points can be earned for regulatory approvals that occur in 2026 and in 2027, with earned awards paid out as vested shares in the first quarter of 2027 and 2028, respectively, upon certification by the CNG Committee. Any regulatory approvals that occur in 2027 only count towards goal achievement if the U.S. FDA application for approval is made by the end of 2026. The total maximum potential payout for the 2023 performance-based equity awards is capped at 200% of target.

  56. 2022 PERFORMANCE-BASED EQUITY GRANT

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

  57. 2021 PERFORMANCE-BASED EQUITY GRANT

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

  58. 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 2023 Annual Meeting of Stockholders. All members of the Compensation Committee during fiscal 2023 were independent directors and none of them are current or former employees or officers of the Company or had any relationship with us during fiscal 2023 requiring disclosure of certain transactions with related persons under SEC rules.

  59. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    Summary Compensation Table for Fiscal Years 2023, 2022 and 2021 The following table provides information regarding the compensation of our Named Executive Officers during 2023, 2022 and 2021.

  60. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | | | | | Stock | Option | Non‑equity incentive | All other | | | | | Salary | Bonus | awards | awards | plan compensation | compensation | Total | | Name and principal position | Year | ($) | ($) | ($)(1) | ($)(1) | ($) | ($)(2) | ($) | | Thomas W. Burns | 2023 | $765,000 | $— | $1,000,019 | $6,879,765 | $— | $9,900 | $8,654,684 | | Chairman and Chief | 2022 | $730,000 | $— | $2,300,012 | $2,467,875 | $761,901 | $8,400 | $6,268,188 | | Executive Officer (3) | 2021 | $702,000 | $— | $5,299,920 | $— | $1,247,524 | $10,700 | $7,260,144 | | Joseph E. Gilliam | 2023 | $530,250 | $— | $1,000,021 | $1,999,989 | $638,921 | $9,900 | $4,179,081 | | President and | 2022 | $505,000 | $— | $3,500,012 | $2,500,012 | $461,185 | $8,400 | $6,974,609 | | Chief Operating Officer | 2021 | $456,034 | $— | $1,199,996 | $— | $526,787 | $8,700 | $2,191,517 | | Alex R. Thurman | 2023 | $401,500 | | $533,351 | $1,205,382 | $207,336 | $12,400 | $2,359,969 | | Senior Vice President and | 2022 | $365,000 | $— | $1,251,899 | $500,002 | $— | $8,400 | $2,125,301 | | Chief Financial Officer (4) | | | | | | | | | | Tomas Navratil | 2023 | $420,000 | | $1,699,977 | $— | $433,779 | $12,400 | $2,566,156 | | Chief Development Officer (4) | 2022 | $400,000 | $— | $1,699,985 | $— | $313,110 | $8,400 | $2,421,495 |

  61. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | (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 Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“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 2023, see Note 9, Stock-Based Compensation, to our Notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  62. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    2023 Bonus Options: The amounts reported in the option awards column for 2023 include the grant date fair value of stock options (the “Bonus Options”) granted to Messrs. Burns and Thurman pursuant to their elections to receive 100% and 50%, respectively, of their 2023 bonus in the form of stock options rather than cash. The grant date fair value of the Bonus Options was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The Bonus Options are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the Bonus Options of $879,742 for Mr. Burns and $138,695 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 $1,759,485 for Mr. Burns and $277,390 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. 2023 Performance Options: The amounts reported in the option awards column for 2023 include the grant date fair value of performance-based stock options (the “Performance Options”) granted to Messrs. Burns, Gilliam and Thurman that only vest upon the achievement of pre-determined operational goals over a multi-year performance period. For Mr. Burns, this constituted 50% of the total target value of his 2023 long-term incentive equity grant, with the remainder granted as time-based options. For Messrs. Gilliam and Thurman, this constituted 33.3% of the value of each of their respective 2023 long-term incentive equity grants, with the remainder granted as 33.3% time based RSUs and 33.3% 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 $3,000,011 for Mr. Burns, $999,995 for Mr. Gilliam and $533,343 for Mr. Thurman. If we had achieved the highest level of performance under the Performance Options, the grant date fair value for the Performance Options would have increased to $6,000,022 for Mr. Burns, $1,999,990 for Mr. Gilliam and $1,066,686 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. 2023 Performance RSUs: The amounts reported in the stock awards column for 2023 include the grant date fair value of PRSUs granted to Mr. Navratil that only vest upon the achievement of pre-determined operational targets over a multi-year performance period. For Mr. Navratil, this constituted 33.3% of the value of his 2023 long-term incentive equity grant, with the remainder being issued in the form of time-based RSUs. 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 $566,643 for Mr. Navratil. If the maximum performance level is achieved during the performance period, the grant date fair value for the PRSUs would be $1,133,286 for Mr. Navratil. The amounts reported in the stock awards column for 2023 also include the grant date fair value of performance-based RSUs granted to Mr. Burns in connection with the U.S. FDA approval of the Company’s iDose TR product (“Special CEO Award”) that only vest upon the achievement of pre-determined regulatory, reimbursement, and sales targets over a three-year performance period. The grant date fair value of the performance-based RSUs was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The Special CEO Award performance-based 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 CEO Award performance-based RSUs of $1,000,019. If we had achieved the highest level of performance under the Special CEO Award performance-based RSUs, the grant date fair value would have increased to $2,000,038. 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.

  63. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | (2) Consists of Company matching contributions to the executive’s 401(k) plan contributions and the Company’s payment for an annual executive physical. |

  64. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | (3) The base salary amounts for Mr. Burns for 2021 and 2022, and the non-equity incentive plan compensation for 2022, include amounts that were deferred under our Deferred Compensation Plan described below. |

  65. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | (4) Effective April 1, 2022, (i) Mr. Thurman was promoted to Senior Vice President and Chief Financial Officer, and (ii) Mr. Navratil was promoted to Chief Development Officer. Prior to that date, Messrs. Thurman and Navratil had not been executive officers of the Company. |

  66. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table summarizes information about the non-equity incentive awards and equity-based awards granted to our Named Executive Officers in 2023:

  67. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | | | | | | | | Non-Equity Incentive Plan | | | Equity Incentive Plan | | | | | | | | | | Awards ($)(1) | | | Awards (#)(1) | | | | | | | | | | | | | | | | | | | Grant | | | | | | | | | | 2023 | 2023 | | Date Fair | | | | | | | | | | Stock | Option | Exercise | Value of | | | | | | | | | | Awards: | Awards: | or Base | Stock | | | | | | | | | | Number of | Number of | Price of | and | | | | | | | | | | Shares of | Securities | Option | Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Underlying | Awards | Awards | | Name | Date | ($) | ($) | ($) | | | | Units (#) | Options (#) | ($/Sh) | ($)(2) | | Thomas W. Burns | | | | | | | | | | | | | Time-Based Options | 3/22/2023 | — | — | — | — | — | — | — | 110,254 | 48.46 | 3,000,011 | | Special CEO Award PRSUs | 12/22/2023 | | | | 6,072 | 12,145 | 24,290 | | | | 1,000,019 | | Performance Options | 3/22/2023 | — | — | — | 55,127 | 110,254 | 220,508 | — | — | 48.46 | 3,000,011 | | Bonus Election Options | 4/3/2023 | — | — | — | 16,431 | 32,863 | 65,726 | — | — | 49.51 | 879,743 | | Joseph E. Gilliam | | | | | | | | | | | | | Time-Based RSUs | 3/22/2023 | — | — | — | — | — | — | 20,636 | — | — | 1,000,021 | | Time-Based Options | 3/22/2023 | — | — | — | — | — | — | — | 36,751 | 48.46 | 999,995 | | Performance Options | 3/22/2023 | — | — | — | 18,375 | 36,751 | 73,502 | — | — | 48.46 | 999,995 | | Annual Cash Bonus | 4/1/2023 | 185,588 | 371,175 | 742,350 | — | — | — | — | — | — | — | | Alex R. Thurman | | | | | | | | | | | | | Time-Based RSUs | 3/22/2023 | — | — | — | — | — | — | 11,006 | — | — | 533,351 | | Time-Based Options | 3/22/2023 | — | — | — | — | — | — | — | 19,601 | 48.46 | 533,343 | | Performance Options | 3/22/2023 | — | — | — | 9,800 | 19,601 | 39,202 | — | — | 48.46 | 533,343 | | Annual Cash Bonus | 4/1/2023 | 60,225 | 120,450 | 240,900 | — | — | — | — | — | — | — | | Bonus Election Options | 4/3/2023 | — | — | — | 2,587 | 5,174 | 10,348 | — | — | — | 138,695 | | Tomas Navratil | | | | | | | | | | | | | Time-Based RSUs | 3/22/2023 | — | — | — | — | — | — | 23,387 | — | — | 1,133,334 | | PRSUs | 3/22/2023 | — | — | — | 5,846 | 11,693 | 23,386 | — | — | — | 566,643 | | Annual Cash Bonus | 4/1/2023 | 126,000 | 252,000 | 504,000 | — | — | — | — | — | — | — |

  68. 2023 Grants of Plan-Based Awards

    | (1) Incentive plan awards consist of: |

  69. 2023 Grants of Plan-Based Awards

    | a. | Annual cash bonuses payable under our 2023 executive bonus plan. The maximum potential payout under the executive bonus plan is 200% of target. |

  70. 2023 Grants of Plan-Based Awards

    | b. | Awards of performance-based stock options and PRSUs that only vest upon the achievement of pre-determined operational goals. The performance-based stock options and PRSUs vest over a four-year performance period, with a maximum potential program payout of 200% of target; |

  71. 2023 Grants of Plan-Based Awards

    | c. | Awards of stock options granted to Messrs. Burns and Thurman pursuant to their elections to receive 100% and 50%, respectively, of their annual bonuses in the form of stock options rather than in the form of a cash payment, and includes the 15% premium component; and |

  72. 2023 Grants of Plan-Based Awards

    | d. | Special CEO Award of performance-based RSUs granted to Mr. Burns on December 22, 2023 in connection the U.S. FDA’s approval of the Company’s iDose TR product on December 13, 2023, which only vests upon the achievement of pre-determined regulatory, reimbursement and sales target goals over a three-year performance period, with a maximum potential overachievement payout under this grant of 200% of target. |

  73. 2023 Grants of Plan-Based Awards

    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.

  74. 2023 Grants of Plan-Based Awards

    | (2) The amounts shown represent the grant date fair values of stock awards granted in the year indicated as computed in accordance with FASB ASC Topic 718 and, in the case of the performance-based stock options, PRSUs, stock options granted pursuant to our annual bonus equity election, and performance-based RSUs granted in connection with Mr. Burns’ Special CEO Award, 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 2023, see Note 9, Stock-Based Compensation, to our Notes to the consolidated financial statements included in our Annual Report on Form 10- K for the year ended December 31, 2023. |

  75. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information concerning equity awards held by our named executive officers as of December 31, 2023.

  76. Outstanding Equity Awards at 2023 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 | 7/10/2014 | 155,115 | — | — | 7.275 | 7/10/2024 | — | — | — | — | | | 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 | — | — | — | — | — | 7,513(3) | 597,208 | — | — | | | 3/12/2020 | 61,096 | 4,074(2) | — | 39.10 | 3/12/2030 | — | — | — | — | | | 3/12/2020 | 28,455 | — | — | 39.10 | 3/12/2030 | — | — | — | — | | | 12/17/2020 | — | — | — | — | — | 489(4) | 38,871 | — | — | | | 12/17/2020 | — | — | — | — | — | 310(4) | 24,642 | — | — | | | 3/18/2021 | — | — | — | — | — | 15,418(3) | 1,225,577 | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 46,253(5) | 3,676,651 | | | 3/24/2022 | — | — | — | — | — | 15,631(3) | 1,242,508 | — | — | | | 3/24/2022 | — | — | — | — | — | — | — | 5,211(6) | 414,222 | | | 3/24/2022 | 18,408 | 23,670(2) | — | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | 32,611 | — | 72,584(6) | 55.18 | 3/24/2032 | — | — | — | — | | | 4/01/2022 | 7,258 | — | | 60.78 | 4/01/2032 | — | — | — | — | | | 3/22/2023 | — | 110,254(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 220,508(7) | 48.46 | 3/22/2033 | — | — | — | — | | | 4/03/2023 | — | — | 65,726(8) | 49.51 | 4/03/2033 | — | — | — | — | | | 12/22/2023 | — | — | — | — | — | — | — | 24,290(9) | 1,930,812 | | Joseph E. Gilliam(10) | 5/05/2017 | 160,000 | — | — | 41.69 | 5/05/2027 | — | — | — | — | | | 3/14/2018 | 28,000 | — | — | 30.92 | 3/14/2028 | — | — | — | — | | | 3/14/2019 | 13,300 | — | — | 69.30 | 3/14/2029 | — | — | — | — | | | 3/12/2020 | 36,998 | 3,468(2) | — | 39.10 | 3/12/2030 | — | — | — | — | | | 3/12/2020 | 9,607 | — | — | 39.10 | 3/12/2030 | — | — | — | — | | | 12/17/2020 | — | — | — | — | — | 204(4) | 16,216 | — | — | | | 12/17/2020 | — | — | — | — | — | 186(4) | 14,785 | — | — | | | 3/18/2021 | — | — | — | — | — | 7,750(3) | 616,048 | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 11,660(5) | — | | | 3/24/2022 | — | — | — | — | — | 27,184(3) | 2,160,856 | — | — | | | 3/24/2022 | — | — | — | — | — | 27,184(11) | 2,160,856 | — | — | | | 3/24/2022 | 13,721 | — | 49,397(12) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | 28,358 | — | 63,117(6) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/22/2023 | — | — | — | — | — | 20,636(3) | 1,640,356 | — | — | | | 3/22/2023 | — | 36,751(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 73,502(7) | 48.46 | 3/22/2033 | — | — | — | — | | 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 | — | — | — | — | | | 4/01/2020 | — | — | — | — | — | 1,738(3) | 138,154 | — | — | | | 1/04/2021 | — | — | — | — | — | 99(4) | 7,870 | — | — | | | 4/01/2021 | — | — | — | — | — | 56(13) | 4,451 | — | — | | | 4/01/2021 | — | — | — | — | — | 1,251(3) | 99,442 | — | — | | | 3/24/2022 | 14,179 | — | 31,559(6) | 55.18 | 3/24/2032 | — | — | — | — | | | 3/24/2022 | — | — | — | — | — | 13,593(3) | 1,080,508 | — | — | | | 3/22/2023 | — | — | — | — | — | 11,006(3) | 874,867 | — | — | | | 3/22/2023 | — | 19,601(2) | — | 48.46 | 3/22/2033 | — | — | — | — | | | 3/22/2023 | — | — | 39,202(7) | 48.46 | 3/22/2033 | — | — | — | — | | | 4/03/2023 | — | — | 10,348(14) | 49.51 | 4/03/2033 | — | — | — | — | | Tomas Navratil | 10/19/2020 | 3,309 | 872(2) | — | 55.00 | 10/19/2030 | — | — | — | — | | | 1/04/2021 | — | — | — | — | — | 6,390(4) | 507,941 | — | — | | | 3/18/2021 | — | — | — | — | — | 1,949(15) | 154,926 | — | — | | | 3/18/2021 | 6,041 | 2,747(2) | — | 85.94 | 3/18/2031 | — | — | — | — | | | 3/18/2021 | — | — | — | — | — | — | — | 5,847(5) | 464,778 | | | 3/24/2022 | — | — | — | — | — | — | — | 2,566(6) | 203,971 | | | 3/24/2022 | — | — | — | — | — | 15,405(3) | 1,224,543 | — | — | | | 3/22/2023 | — | — | — | — | — | — | — | 11,693(7) | 929,477 | | | 3/22/2023 | — | — | — | — | — | 23,387(3) | 1,859,033 | — | — |

  77. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The reported value of these stock awards is based upon a stock price of $79.49, which was the closing market price of the Company’s common stock on December 29, 2023, the last trading day of the Company’s 2023 fiscal year. |

  78. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (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. |

  79. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) This stock award vests over four years, with 25% vesting annually on each anniversary of the grant date. |

  80. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) This stock award vests over three years, with 33% vesting on each of January 1, 2022, January 1, 2023 and January 1, 2024. |

  81. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) The reported grants are awards of performance-based stock options and 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 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 2023, 150% of the target awards have been earned. |

  82. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) 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 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 2023, 125% of the target awards have been earned. |

  83. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) 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 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 2023, none of the target awards have been earned. |

  84. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) These stock options were granted to Mr. Burns pursuant to his election to receive all of his 2023 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 stock options reported reflects the maximum number that could be earned based upon the maximum overachievement possible under the executive bonus plan. |

  85. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) These performance-based RSUs 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 performance-based RSUs 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 2023, none of the target awards have been earned. |

  86. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) The number of shares reported does not reflect the transfer of the economic interest of a portion of the indicated 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. |

  87. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (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. |

  88. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (12) These 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 2023, the first year’s financial goal had been met at target and confirmed by the CNG Committee. |

  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (13) This stock award vests over three years, with one-third vesting annually on each anniversary of the grant date. |

  90. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (14) These stock options were granted to Mr. Thurman pursuant to his election to receive 50% of his 2023 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 or overachievement up to a maximum of 200% of the target. The number of stock options reported reflects the maximum number that could be earned based upon the maximum overachievement possible under the executive bonus plan. |

  91. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (15) This stock award vests over four years, with 25% vesting annually on each of April 1, 2022, April 1, 2023, April 1, 2024 and April 1, 2025. |

  92. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table presents information regarding the options exercised by each Named Executive Officer and the common stock acquired by each Named Executive Officer upon the vesting of stock awards during fiscal year 2023.

  93. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | | Number of | | Number | | | | shares | | of shares | Value | | | acquired on | Value realized | acquired | realized | | | exercise | on exercise | vesting on | on vesting | | Name | (#) | ($) | (#) | ($) | | Thomas W. Burns | 364,885 | 24,982,542 | 57,649 | 2,969,612 | | Joseph E. Gilliam(1) | 97,500 | 4,008,228 | 18,789 | 963,855 | | Alex R. Thurman | — | — | 13,181 | 651,315 | | Tomas Navratil | — | — | 19,210 | 953,625 |

  94. Option Exercises and Stock Vested in Fiscal 2023

    | (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. |

  95. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans The following table presents information regarding our nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for Named Executive Officers for 2023.

  96. 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 | 609,520 | — | 996,241 | — | 6,358,035 | | Joseph E. Gilliam | — | — | — | — | — | | Alex R. Thurman | — | — | — | — | — | | Tomas Navratil | — | — | — | — | — |

  97. Nonqualified Deferred Compensation Plans

    | (1) Mr. Burns’ contributions presented herein reflect amounts deferred from his 2022 non-equity incentive compensation, which was actually paid out in 2023. The amounts reported in the aggregate balance at last fiscal year end also reflect amounts reported in prior year’s Summary Compensation Tables, except the portion attributable to earnings, which are not reported in the Summary Compensation table because the rate is not above market. |

  98. Nonqualified Deferred Compensation Plans

    Our Deferred Compensation Plan permits our management or highly compensated employees, including all of our Named Executive Officers, to elect to defer base salary (up to 80%), up to 80% of their annual cash incentive bonus and up to 80% of their 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.

  99. 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 Named Executive Officers 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 Named Executive Officers, 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 Named Executive Officers, 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 Named Executive Officers (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 Named Executive Officers, 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 Named Executive Officers 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 Named Executive Officers under the circumstances described above. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential payment to the Named Executive Officers, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 31, 2023. 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.

  100. 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 | — | — | 9,244,550 | 7,219,679 | — | 16,464,230 | | Involuntary Termination | 1,147,500 | — | 9,244,550 | 7,219,679 | 34,352 | 17,646,081 | | Involuntary Termination in Connection with a Change in Control | 1,530,000 | 1,530,000 | 9,244,550 | 7,219,679 | 45,802 | 19,570,032 | | Joseph E. Gilliam | | | | | | | | Death or Disability | — | — | 4,866,936 | 7,535,970 | — | 12,402,906 | | Involuntary Termination | 530,250 | — | 831,015 | 3,939,312 | 13,574 | 5,314,152 | | Involuntary Termination in Connection with a Change in Control | 795,375 | 556,763 | 4,866,936 | 7,535,970 | 20,361 | 13,775,405 | | Alex R. Thurman | | | | | | | | Death or Disability | — | — | 1,939,150 | 2,205,291 | — | 4,144,441 | | Involuntary Termination | 401,500 | — | 354,990 | 779,081 | 22,901 | 1,558,473 | | Involuntary Termination in Connection with a Change in Control | 602,250 | 361,350 | 1,939,150 | 2,205,291 | 34,352 | 5,142,393 | | Tomas Navratil | | | | | | | | Death or Disability | — | — | 21,355 | 5,344,669 | — | 5,366,024 | | Involuntary Termination | 420,000 | — | 21,355 | 1,563,429 | 22,901 | 2,027,686 | | Involuntary Termination in Connection with a Change in Control | 630,000 | 378,000 | 21,355 | 5,344,669 | 34,352 | 6,408,376 |

  101. Potential Payments Upon Termination or Change in Control

    | (1) Based upon the closing price of our common stock ($79.49) on December 29, 2023, which was the last trading day in 2023. 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 the greater of 100% of the target or the amount actually earned to date. |

  102. Potential Payments Upon Termination or Change in Control

    | (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, 2023. |