UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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This Proxy Statement contains “forward-looking statements” within the meaning of federal securities laws. All statements other than statements of historical facts included in this Proxy Statement that address activities, events, goals or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements are based on management’s current expectations, assumptions, estimates and beliefs. Although we believe that we have a reasonable basis for forward-looking statements contained herein, we caution you that they are based on current expectations about future events affecting us and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that may cause our actual results to differ materially from those expressed or implied by forward-looking statements in this Proxy Statement. These potential risks and uncertainties that could cause actual results to differ materially from those described in forward-looking statements include, without limitation,, our ability to successfully commercialize our iDose® TR and Epioxa therapies; the impact of general economic conditions including foreign currency fluctuations and future or public health crises; supply and/or manufacturing disruptions, including those impacting our principal revenue-producing products, including the risk of recalls or serious safety issues with our products; our ability to achieve or sustain profitability, generate sales of our commercialized products and develop and commercialize additional products; risks associated with our international operations; our ability to meet our customers’ expectations for the quality or delivery of our products; the potential for misuse of our products; our ability to manage our growth and meet customer demand; the success of our acquisitions, collaborations, in licensing agreements, joint ventures, alliances or partnerships with third parties; our ability to protect our information systems against cyber threats and cybersecurity incidents, and to comply with state, federal and foreign data privacy laws and regulations; risks related to the implementation of artificial intelligence and machine learning technologies; the availability of net operating loss tax carryforwards; risks related to our capped call transactions; changes to domestic or foreign healthcare laws or trade policies, which could impact our profitability; the high cost of regulatory compliance, including the requirements of participation in federal healthcare programs such as Medicare and Medicaid and regulations for the approval and sale and marketing of our products and of our manufacturing processes; risks related to securing or maintaining adequate coverage or reimbursement by government or third-party payors; the lengthy and expensive clinical trial process and the uncertainty of timing and outcomes from any particular clinical trial or regulatory approval processes; and our ability to protect, and the expense and time-consuming nature of protecting, our intellectual property against third parties and competitors and the impact of any claims against us for infringement or misappropriation of third party intellectual property rights and any related litigation. These and other known risks, uncertainties and factors are described in detail under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on February 23, 2026. Our filings with the SEC are available in the Investor Section of our website at www.glaukos.com or at www.sec.gov. In addition, information about the risks and benefits of our products is available on our website at www.glaukos.com. All forward-looking statements in this Proxy Statement are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on the forward-looking statements in this Proxy Statement, which speak only as of the date of this Proxy Statement. We do not undertake any obligation to update, amend or clarify these forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.

Furthermore, certain statements in this Proxy Statement, particularly pertaining to our sustainability performance, goals and initiatives, are subject to additional risks and uncertainties, including regarding: gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our reference to various evolving sustainability reporting standards and frameworks; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. Additionally, we may provide information herein that is not necessarily “material” under the U.S. federal securities laws for SEC reporting purposes but that is informed by various sustainability standards and frameworks and the interest of various stakeholders. However, we cannot guarantee strict adherence to framework recommendations and much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control.

References to our website through this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.

Voting Matters

This summary highlights information contained within this Proxy Statement. You should read the entire Proxy Statement carefully and consider all information before voting. Page references are supplied to help you find further information in this Proxy Statement.

Committee Member

Compensation Best Practices

Our Board of Directors (“Board” or “Board of Directors”) is currently comprised of eight directors. Under our Certificate of Incorporation, our Board of Directors is divided into three classes, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of stockholders as follows:

Upon the recommendation of the Compensation, Nominating and Governance Committee (the “CNG Committee”), the Board of Directors has nominated Denice M. Torres and Aimee S. Weisner for election to our Board of Directors as Class II directors to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified. Ms. Torres and Ms. Weisner were each previously elected to the Board by our stockholders at our 2023 annual meeting of stockholders. Proxies may only be voted for the two Class II directors nominated for election at the Annual Meeting.

Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors on the Board.

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.

Nominees for Election as Class II Directors at the Annual Meeting

All Other Continuing Directors

Board Skill Matrix

Each of our directors’ specific skills and experiences are included in the table below and described more fully in their individual biographies. Even though a particular skill may not be indicated below, our directors often have some level of experience in each of the areas listed.

Board Attributes

The following table sets forth the compensation paid to our non‑employee directors for the year ended December 31, 2025.

We reimburse our non‑employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our Board of Directors and committees of our Board of Directors. We do not pay cash or equity compensation to our employee directors other than in their capacity as employees.

In December 2017, our Board of Directors initially approved a non‑employee director compensation program which was most recently updated in March 2025. The current terms of our director compensation program are described below.

Director Compensation Program

Cash Compensation

All non‑employee directors are entitled to receive an annual $50,000 retainer for service as a Board member and an annual $10,000 retainer for each committee on which they serve as a member. In addition, non‑employee directors are entitled to receive the following additional cash compensation for their services as Lead Independent Director of our Board or chairperson of our Board committees:

All cash payments to non‑employee directors are paid quarterly in arrears and pro‑rated for directors who join or leave the board mid‑year.

Equity Compensation

All non‑employee directors are entitled to receive the following equity compensation for their services:

Annual grant amounts will be pro‑rated for directors who join the Board mid‑year. Stock options were added to the annual director grant to align with the compensation practices of industry peer companies, where non-employee directors receive a combination of RSUs and options.

On May 29, 2025, the Board of Directors made a grant of 2,108 RSUs and 3,149 options to buy shares of the Company’s common stock, with an exercise price of $94.87 under our Amended and Restated 2015 Omnibus Incentive Compensation Plan to each of our then-serving independent directors. All of these RSUs and stock options will vest in full in the following year in accordance with our director compensation program terms.

The Board of Directors also has adopted an equity election for non-employee directors with respect to their annual retainer fees. Under this election program, non-employee directors have the right to elect to receive their annual retainers and any additional committee- or chairmanship-related annual retainers for a calendar year in the form of elective RSUs in lieu of cash, which RSUs would be granted on the first business day of the calendar year and valued as of that date. To provide additional incentive for the non-employee directors to elect equity, there is a 15% premium component to the conversion from the dollar amount of the retainers to the number of RSUs granted. Any elective RSUs will vest in one installment on the first anniversary of the grant date, subject to the director’s continued service. All of our directors elected to receive RSUs in lieu of cash with respect to their 2025 annual retainers.

Stock Ownership Policy Applicable to Directors

Our directors are also subject to a Stock Ownership Policy that requires each of our non-employee directors to own shares of our common stock having a value equal to at least six times his or her annual retainer (excluding additional retainers for committee members and chairpersons). Shares subject to stock options and unvested performance-based RSUs (“PRSUs”) are not considered owned by the director for purposes of this Policy. This Policy went into effect on January 1, 2019, and each director is required to meet the minimum stock ownership requirement within five years after the date a person is appointed as a director of the Company. If a non-employee director has not satisfied the minimum stock ownership level, such director is required to retain 50% of the shares received as a result of the exercise, vesting or payment of any Company equity awards, after payment of any applicable exercise price or satisfaction of any applicable withholding tax obligations. The initial minimum stock ownership level of each then-current director was determined on January 1, 2019, and was most recently re-determined as of January 1, 2026, based upon the average daily closing price of the Company’s common stock as reported by the New York Stock Exchange (“NYSE“) for the 12‑months ended December 31, 2025. The minimum stock ownership level will be re-determined every third anniversary of the last calculation, as well as upon a change in annual retainer. Each of our directors who was required to be in compliance with the Stock Ownership Policy as of January 1, 2026 is in compliance with the minimum stock ownership thresholds.

Policy on Pledging and Hedging of Company Shares

As further described in the section titled “Corporate Governance—Policy on Pledging and Hedging of Company Shares,” our Board of Directors has adopted anti-pledging and anti-hedging policies that prohibit members of the Board of Directors from pledging Glaukos securities or engaging in hedging transactions.

Corporate Governance Guidelines

Our Board of Directors, on the recommendation of the CNG Committee, has adopted Corporate Governance Guidelines to assist the Board in the discharge of its duties and to set forth the Board of Directors’ current views with respect to selected corporate governance matters considered significant to our stockholders. Our Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, our Board composition and director qualifications, responsibilities of directors, including our Lead Independent Director, director compensation, director capacity, director orientation and continuing education, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available under “Governance & Sustainability” on our website at http://investors.glaukos.com.

Stockholder Engagement

Since our initial public offering in 2015, we have conducted annual outreach to our stockholders to build relationships, discuss our corporate governance structure and executive compensation policies, and receive valuable feedback on matters that are important to them.

At our 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”), our stockholders approved, by a non-binding, advisory vote, the compensation of our named executive officers. This ballot item, known as a “say-on-pay” proposal, passed with 97.7% of the votes cast. Following the 2025 Annual Meeting, we engaged with our stockholders regarding our executive compensation policies, corporate governance principles and sustainability efforts. Members of our management team spoke with, or received confirmation that no substantive engagement was needed, from stockholders collectively owning approximately 62% of our outstanding stock (excluding officers and directors of the Company). These holders included our top 11 stockholders. Mr. Foley, chairman of the CNG Committee and our Lead Independent Director, joined several of these calls with our top stockholders. Our Board of Directors, including all members of the CNG Committee, received a full report on this stockholder engagement.

Consistent with the feedback received in prior years, the majority of stockholders with whom we spoke understood the importance of certain governance protections, such as a classified Board and supermajority requirements to amend our governing documents, since we are a company that still has significant potential future stockholder value tied to the continuing commercialization process for our iDose TR, the recent launch of our Epioxa corneal health product, which received U.S. FDA approval in the fourth quarter of 2025, and our deep product pipeline, while recognizing that the Board would appropriately evaluate any fair and legitimate offer from a prospective buyer with a view toward maximizing stockholder value. These stockholders appreciated that our Board of Directors reviews corporate governance provisions at least annually, and that the Board will consider appropriate changes as the Company matures, including potentially sunsetting the classified Board structure. The Company will continue to engage with our stockholders and will regularly review the Company’s current corporate governance structure to ensure it aligns the interest of the Company with its stockholders.

Our stockholders also conveyed broad general support for our executive compensation program, stating their hope that the Company will continue to connect executive compensation to the Company's revenue growth. The stockholders also appreciated our robust succession planning process, which extends beyond our executive and senior leadership team, and our efforts to retain and develop those employees in identified critical roles. Our stockholders were also pleased with our progression toward profitability, with our gross margin improvement as a key indicator of our overall economic performance and long-term viability, and appreciated the insight into our leveraging of artificial intelligence (AI) in a controlled manner.

Most stockholders expressed support for the positive progress of the Company’s sustainability program and the focus on topics that are material to the Company and its stakeholders, comprised of employees, customers, suppliers and investors, setting goals and targets in those areas that will have the most impact on the Company’s financial health and enhance its long-term value. Several stockholders shared favorable opinions of our efforts to make meaningful reductions in our environmental impact by utilizing sustainable packaging for our Epioxa and iStent infinite products, as described in our 2025 Sustainability Report.

In response to this engagement with stockholders, the CNG Committee and Board took the following actions in the past year:

The Company and the CNG Committee listen to the priorities of our stockholders, with the intention of responding to those priorities in an appropriate and thoughtful manner that considers the Company’s stage in its development cycle and its needs from a leadership, financial and operational perspective. We believe we have responded appropriately to the thoughts shared by stockholders through these outreach campaigns. We intend to continue the dialogue with our stockholders on these and other matters to ensure the Board of Directors is apprised of their views and governance and compensation best practices more broadly. In addition, our Board of Directors regularly reviews the Company’s corporate governance structure to ensure it continues to align the interest of the Company with its stockholders, and will consider appropriate governance changes as the Company continues to mature.

Director Independence

Under the rules of the NYSE and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board of Directors. Under the NYSE rules, a director will only qualify as an “independent director” if our Board of Directors affirmatively determines that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us).

Our Board of Directors reviewed its composition and the independence of our directors and considered whether any director has a material relationship with us that could interfere with his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of Mr. Foley, Mr. Hoffmeister, Dr. Kliman, Mr. Stapley, Ms. Torres, Ms. Weisner and Dr. Wen is “independent” as that term is defined under the rules of the NYSE. Mr. Burns is not an independent director as a result of his position as our Chief Executive Officer.

In making these determinations, our Board of Directors considered the relationships that each non‑employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining independence. There are no family relationships between or among any of our executive officers or directors.

Board Leadership Structure

We have no policy requiring either that the positions of the Chairperson of the Board and our Chief Executive Officer be separate or that they be occupied by the same individual. Our Board of Directors believes that it is important to retain flexibility to allocate the responsibilities of the offices of the Chairperson of the Board and Chief Executive Officer in a way that is in our best interests and the best interests of our stockholders at the time it elects a new Chief Executive Officer or Chairperson of the Board, or at other times when consideration is warranted by circumstances. As part of its succession planning oversight, when the former Chairman of our Board resigned, our Board considered the experience and industry knowledge of our CEO, Thomas W. Burns, and appointed him Chairman of the Board in December 2021.

Pursuant to our Corporate Governance Guidelines, in the event the Chairperson of the Board is not an independent director, the independent directors will annually appoint from amongst themselves a Lead Independent Director with such responsibilities as the Board shall determine from time to time. If appointed, the Lead Independent Director has the following responsibilities:

Because our Chairman, Mr. Burns, is not an independent director, the independent members of the Board have appointed Mr. Mark J. Foley, who has served on our Board since 2014, as Lead Independent Director, a position he has held since December 2021. Mr. Foley, who is also the chairman of our CNG Committee, annually participates in calls with our top stockholders to explain our corporate governance structure and receive valuable feedback on the matters that are important to them. We believe the combined Chairman and CEO leadership role along with a Lead Independent Director enhances our Board’s ability to provide insight and direction on important strategic initiatives and, at the same time, promotes effective and independent oversight of management and our business.

Board Tenure and Refreshment

The Board of Directors recognizes the importance of maintaining an appropriate balance between continuity, experience, and fresh perspectives. Director tenure is one of several factors considered in evaluating overall Board composition and effectiveness. The Company does not impose arbitrary term limits; instead, it takes a thoughtful,

performance-based approach to board refreshment, recognizing that longer-tenured directors can provide valuable institutional knowledge, deep industry insight, and historical context that enhance the Board’s oversight capabilities. At the same time, the Board is committed to ongoing evaluation and renewal. Through its annual self-assessment process and the work of the CNG Committee, the Board regularly reviews its composition to ensure that it reflects a diverse mix of skills, experiences, and viewpoints aligned with the Company’s evolving strategy and risk profile. Changes in board composition are made deliberately and in the best interests of the Company and its shareholders, rather than for the sake of change alone.

Importantly, all directors—regardless of tenure—are expected to remain current on emerging trends, risks, and opportunities relevant to the Company’s business. The Board actively encourages and supports continuing education, including in areas such as artificial intelligence, cybersecurity, and other rapidly developing fields. Directors regularly participate in educational programs, briefings, and external forums to enhance their expertise and ensure informed, forward-looking oversight. Through this balanced approach, the Company seeks to maintain a Board that is both experienced and dynamic, capable of providing effective governance in a complex and changing business environment.

Committees of the Board of Directors

The Board has two standing committees: the Audit Committee and the Compensation, Nominating and Corporate Governance Committee. The written charters of these committees are available under “Governance & Sustainability” on our website at http://investors.glaukos.com. Additionally, the Board has formed an Equity Awards Committee, comprised of Mr. Burns, our Chairman and Chief Executive Officer, to approve equity grants to employees other than our senior leadership team, so long as such grants are within the guidelines established by our CNG Committee on an annual basis and meet certain other limitations described in the Equity Awards Committee charter.

Audit Committee

Our Board of Directors determined that Mr. Hoffmeister, Mr. Stapley, Ms. Weisner and Dr. Wen, who comprise our Audit Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the NYSE. Additionally, our Board of Directors has determined that each of Mr. Stapley and Mr. Hoffmeister is an “audit committee financial expert” as defined by applicable SEC rules. Mr. Hoffmeister serves on the audit committees of two other publicly traded companies in addition to ours. Our Board of Directors has affirmatively determined that Mr. Hoffmeister’s simultaneous service on these other audit committees does not impair his ability to effectively serve on our Audit Committee.

The Company has a full-time internal audit function that reports to the Audit Committee and the Chief Financial Officer, and is responsible for, among other things, reviewing and evaluating the adequacy, effectiveness and quality of the Company’s system of internal controls. In exercising these responsibilities, the Audit Committee engages, terminates, determines fees for, and oversees the independent registered public accounting firm, reviews the scope of the audit by the independent registered public accounting firm and performs inquiries as to the effectiveness of the Company’s accounting and internal control functions. The Audit Committee also approves or ratifies any related person transactions, as described under “Transactions with Related Persons” below.

In addition to overseeing the effectiveness of our internal controls over financial reporting implemented and executed by management and the work of our independent registered public accounting firm, the Audit Committee, which is comprised solely of independent directors, also oversees our enterprise risk management efforts. The Audit Committee receives quarterly reports from management regarding operational risks facing our Company, including risks related to manufacturing, facilities and accounting. The Audit Committee also receives quarterly reports regarding our compliance with laws and regulations from our Chief Compliance Officer, who chairs the Company’s Compliance Committee and reports to the Audit Committee Chair. The Company’s Compliance Committee is comprised of senior representatives from our legal, commercial, governance, finance, human resources, and internal audit functions.

Additionally, the Audit Committee oversees the management of information and cybersecurity risk. Cybersecurity risk is a material component of our enterprise risk management program. We recognize the importance of maintaining the security of our information assets and the privacy of our employees, partners, customers and patients, and devote significant attention to information and cybersecurity controls and protections. While the Audit Committee reviews and oversees the Company’s information security efforts, senior leadership is responsible for the day-to-day management of cybersecurity risk and the design and implementation of policies, processes and procedures to identify and mitigate this risk. We compare our Information Security Program with industry standards including the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and ISO 27001, and achieved alignment with relevant components of the NIST framework in 2024. At least twice a year, the Audit Committee receives a report from the Vice President, Global Technology Solutions, of our cybersecurity threat risk management and mitigation strategy covering topics such as data security posture, results from third-party

assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and any potentially material cybersecurity threat risks or incidents, as well as the steps management has taken to respond to such risks. Two members of our Board, including one member of the Audit Committee, have earned cybersecurity certifications which enable them to more effectively oversee management’s efforts to manage and mitigate cybersecurity risks.

We also maintain written incident response and security policies that seek to ensure we are protected and ready to respond should a security incident occur. Incidents are investigated and analyzed for potential impact. If impact is present, the appropriate departments, key employees, and executive management team members are notified as part of the incident response process. Our incident response plan coordinates the activities we would take to respond to and recover from cybersecurity incidents, which include processes to triage, assess severity of, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal and disclosure obligations and mitigate potential liability and reputational damage. If appropriate, incidents may be reported to senior management, the Audit Committee or the full Board.

Company personnel also undergo information security awareness testing and annual training, including training on our AI policy and the appropriate use of AI within our organization. Employees who fail our internal phishing tests are required to complete additional training. External parties, including cybersecurity firms, have assessed our information and cybersecurity program. We use these findings, along with employee testing results, to analyze the effectiveness of our program and to identify opportunities to address and remedy any residual information and cybersecurity risks. In addition, we maintain cyber risk insurance to provide coverage in the event of a data breach incident.

Compensation, Nominating and Governance Committee

Our Board of Directors determined that Mr. Foley, Dr. Kliman, Mr. Stapley and Ms. Torres, who comprise our CNG Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the NYSE. In making its independence determination for each member of the CNG Committee, our Board of Directors considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.

The CNG Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. In 2020, the Board formed the Equity Awards Committee, comprised of Mr. Burns, our Chief Executive Officer, to approve equity grants to employees other than our senior leadership team so long as such grants are within the guidelines established by our CNG Committee on an annual basis and meet certain other limitations described in the Equity Awards Committee charter. The CNG Committee has no current intention to further delegate any of its responsibilities to a subcommittee. The CNG Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the CNG Committee considers, among other things, the recommendations of the Chief Executive Officer.

Pursuant to its charter, the CNG Committee is authorized to retain or obtain the advice of compensation consultants, legal counsel or other advisors to assist in the evaluation of director and executive officer compensation or in carrying out its other responsibilities. The CNG Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its compensation consultant for fiscal 2025 to evaluate the existing executive and non-employee director compensation programs and perform the services that are described in the Compensation Discussion and Analysis section below. FW Cook did not provide any other services to the Company during fiscal 2025. In connection with the compensation consultant services provided by FW Cook, the CNG Committee has assessed the independence of FW Cook and does not believe its work has raised any conflict of interest.

The CNG Committee oversees the Company’s sustainability efforts pursuant to the CNG Committee’s charter. The CNG Committee also retains direct oversight of the Company’s human capital management process, which includes the Company’s initiatives and efforts with respect to inclusivity; health, safety and wellness; philanthropy and volunteerism; training and development; and compensation and benefits. The CNG Committee also oversees the Board’s director self-evaluation process.

After sustainability and human capital management oversight was added to the CNG Committee’s responsibilities, and based upon feedback received from a stockholder, the Board considered splitting the CNG Committee into separate committees: one overseeing compensation matters and another overseeing nominating and governance matters. After evaluating this matter, and in order to preserve the diversity of opinions of the current committee membership, in 2023 the Board determined to retain the current CNG Committee structure, but increase the length of the quarterly meetings by 50% to ensure that the Committee had sufficient time to devote to all matters within its purview.

Meetings and Attendance

During fiscal 2025, our Board of Directors held five meetings, the Audit Committee held eight meetings and the CNG Committee held four meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during fiscal 2025. In addition, independent directors of our Board of Directors meet in regularly scheduled sessions without management.

It is the Board of Directors’ policy to invite and encourage directors to attend our annual meeting of stockholders. All of our directors attended our virtual annual meeting of stockholders held during fiscal 2025.

The Board’s Role in Risk Oversight

Our Board of Directors, as a whole and through its committees, serves an active role in overseeing the management of risks related to our business. Our officers are responsible for day-to-day risk management activities. The full Board monitors risks through regular reports from each of the committee chairs, and is apprised of particular risk management issues in connection with its general oversight and approval of corporate matters. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets with key management personnel and representatives of outside advisers regularly and as required.

The Board, through its Audit Committee, oversees the Company’s enterprise risk management program, which is administered by the Company’s legal and internal audit functions, and monitors the effectiveness of the Company’s risk mitigation efforts. The enterprise risk management program facilitates the process of reviewing key external, strategic, operational and financial risks, including compliance and regulatory risks and risks from cybersecurity threats. The Audit Committee receives reports of the primary risks to the Company, as identified by senior management, and the Company’s mitigation plans related to these risks at least twice a year. As part of this risk management process, senior leaders conduct an evaluation twice per year of the severity of these identified risks and any changes to this risk level or the Company’s mitigation efforts since the last update provided to the Audit Committee. The severity of risks is measured based upon the potential adverse impact that could result, the immediacy of the threat, and the availability of mitigating factors, among other elements. Management may engage

outside consultants, such as legal counsel or cybersecurity advisors, in assessing risks to the Company and developing mitigation plans, and both the Audit Committee and the Board regularly receive reports from such outside experts in response to emerging or higher risk areas.

Executive Compensation Risk

The CNG Committee identifies and considers risks related to our executive compensation, including during its review and approval of our executive compensation program. Our compensation programs are designed to reward our named executive officers and other employees for the achievement of our corporate strategies and business objectives and the creation of long-term value for stockholders, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking, including through the application of caps on bonus program overachievement, peer group company data, reasonable severance benefits, limited perquisites, and our clawback and stock ownership policies. The CNG Committee has concluded that the current executive compensation program does not encourage inappropriate or excessive risk-taking. In making its determination, the CNG Committee noted that each executive officer’s direct compensation under our executive compensation program consists primarily of a fixed base salary, an annual incentive bonus opportunity and long-term equity incentive awards. Annual incentive bonuses are balanced with long-term equity incentives, which are subject to multi-year vesting schedules or only vest upon the achievement of strategic performance objectives.

Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore the Board’s leadership structure, as described under “Board Leadership Structure” above, was not affected by risk oversight considerations.

Succession Planning

The Board views its role in succession planning and talent development as a key responsibility in order to facilitate a smooth transition of management, with minimal business disruption, in the event of a vacancy in an essential position within the Company. The process is designed to safeguard critical business capabilities, prioritize executive development and leverage strategic talent to focus on current and new business imperatives.

At least once per year, the Board discusses and reviews the succession plans for our Chief Executive Officer and other senior leaders and key contributors throughout the Company as part of our Executive Succession Planning process, which is led by our CNG Committee. Through this review, the Board becomes familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success. The succession planning process includes an assessment of the experience, performance and skills believed to be desirable for possible successors to the Company’s senior leaders and key management positions. The Company’s management tracks these potential successors, monitoring and encouraging their retention and seeking out leadership and development opportunities and coaching for these individuals.

Most recently, our Executive Succession Planning process has resulted in several changes to key executive officer positions, including the 2022 promotions of Joseph Gilliam to President and Chief Operating Officer, Alex Thurman to Senior Vice President and Chief Financial Officer, and Tomas Navratil to Chief Development Officer.

Governance Practices

Classified Board Structure

In accordance with our Certificate of Incorporation, and as permitted under applicable state law, our Board is divided into three classes. Our classified board structure has been in place since our initial public offering in 2015. The Board regularly evaluates whether to maintain a classified Board structure, benchmarking against the governance practices of similar-stage companies and consulting with outside experts such as attorneys. The Board has determined that at this time, a classified board structure continues to be in the best interests of the Company and our stockholders primarily for the reasons set forth below:

Supermajority Voting Standard in our Charter and Bylaws

Our Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect (the “Bylaws”), provide that 75% of the voting power of the Company is required to enact certain changes to the Company’s governing documents, including, for example, adopting, amending, altering or repealing provisions of the Bylaws. The Board believes that this supermajority voting standard is an important component of the Company's governance structure to safeguard the long-term interests of the Company and its stockholders, and that the supermajority voting standards are in the best interests of the Company and our stockholders primarily for the reasons set forth below:

Board Evaluation Process

The CNG Committee is responsible for overseeing the annual performance evaluation of our Board, which is a multi-step process designed to evaluate the performance of our Board, each of its committees and each individual director, as follows:

Overboarding Policy

Our directors are generally limited to serving on the boards of directors of not more than four total public companies, including our Company, and any director who serves as an active chief executive officer or other executive officer of any public company, including our Company, is limited to serving on the board of directors of two total public company boards (including board service at the company where the director currently serves as chief executive officer). The Board may, in its discretion, approve additional board positions as it deems appropriate. Prior to accepting any position on the board of directors of any other organization, our directors must notify the Chairperson of the Board. Each member of our Board is currently in compliance with our overboarding policy. Our Governance Committee reviews this policy periodically as part of its annual review of our Corporate Governance Guidelines, and reviews each director’s total board service annually, including in its consideration of the nominees to serve as a members of our Board of Directors.

Consideration of Director Candidates

Our Board of Directors and the CNG Committee will consider director candidates recommended for election to the Board of Directors by stockholders in the same manner and using the same criteria as that used for any other director candidate. The CNG Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the CNG Committee will consider whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, understanding of our business environment, other directorships held and willingness and capacity to devote adequate time to Board duties, technical skills, demographics and other background, experience and qualities as determined by the CNG Committee. While our Board of Directors has no formal policy for the consideration of diversity in identifying director nominees, the CNG Committee seeks to have a board of directors that will collectively represent a diversity of backgrounds and experience. We currently have three female directors, one director who self-identifies as Asian and one director who self-identifies as Hispanic.

Stockholders who wish to recommend a director candidate for consideration by the CNG Committee and the Board should submit their recommendation in writing to the Board no later than January 1 prior to the next annual meeting of stockholders together with the following information: (1) the name and address of the stockholder as they appear on the Company’s books or other proof of share ownership; (2) the class and number of shares of common stock of the Company beneficially owned by the stockholder as of the date the stockholder submits the recommendation; (3) a description of all arrangements or understandings between the stockholder and the director candidate and any other person(s) pursuant to which the recommendation is being made; (4) the name, age, business address and residence address of the director candidate and a description of the director candidate’s business experience for at least the previous five years; (5) the principal occupation or employment of the director candidate; (6) the class and number of shares of common stock of the Company beneficially owned by the director candidate; (7) the consent of the director candidate to serve as a member of our Board of Directors if elected; and (8) any other information that would be required to be disclosed with respect to such director candidate in solicitations for proxies for the election of directors pursuant to applicable rules of the SEC. The CNG Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board of Directors.

Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the CNG Committee as described above) must deliver written notice to our Secretary in the manner described in our Bylaws and as described further under “Proposals of Stockholders and Director Nominations for 2027 Annual Meeting” below.

Director Onboarding and Education

When a new director is appointed to our Board we conduct a robust onboarding process to ensure they have sufficient knowledge of the Company to perform effectively in their role. This includes substantive individual meetings with department heads to provide an overview of the Company, including its products, finances, governance, strategy and industry, as well as an introduction to the Company’s relevant policies and regulatory obligations, and Board member fiduciary duties and legal responsibilities.

To provide ongoing education throughout Board members’ tenures, the Company holds annual strategy sessions to provide information on products and the industry, and updates on relevant matters such as regulatory changes. Each Board member also receives a subscription to the National Association of Corporate Directors so they can remain up to date on current issues concerning boards and directors nationwide, and various experts, such as

outside attorneys or financial consultants, are brought to meetings periodically to present on topics of import to the Company.

Communications with the Board of Directors

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate directly with members of the Board of Directors, the independent directors or the Chairman of the Board of Directors by submitting a communication in an envelope marked “Confidential” addressed to the “Board of Directors,” “Independent Members of the Board of Directors,” or “Chairperson,” as applicable, at: Glaukos Corporation, One Glaukos Way, Aliso Viejo, California 92656. In addition, if requested by stockholders, when appropriate, the Chairperson of the Board or Lead Independent Director will also be available for consultation and direct communication with stockholders.

Policy on Insider Trading and Tipping

Our Board has adopted a Policy on Insider Trading and Tipping, which governs, among other things, purchases, sales, and other dispositions involving our securities by all of our directors, officers, and employees. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and the NYSE listing standards. Our Policy on Insider Trading and Tipping is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Because our insider trading policies and procedures are designed to address transactions in Glaukos securities by our directors, officers, and employees, we do not have formal insider trading policies or procedures that govern our purchase of Glaukos securities.

Policy on Pledging and Hedging of Company Shares

As part of our Policy on Insider Trading and Tipping adopted by our Board of Directors and applicable to our directors, officers and employees, their immediate family members sharing the same household and any entities such as trusts, partnerships, or corporations over which they have or share voting or investment control (collectively, “Insiders”), Insiders are not permitted to engage in any short sale of Glaukos securities, pledge shares as collateral for a loan or margin Glaukos securities in a margin account or purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Glaukos securities.

Code of Business Conduct and Ethics

We implemented a new written code of business conduct and ethics that applies to our directors, executive officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This new code includes an online interactive smart code to enhance its accessibility for employees, and as of December 31, 2025, all of our active, continuing employees had completed training on this code. A current copy of the code is posted under “Governance & Sustainability” on our website at http://investors.glaukos.com. To the extent required by rules adopted by the SEC and NYSE, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors, on our website at www.glaukos.com.

Sustainability

We believe that sustainability represents a path to long-term growth and value for all of our stakeholders. We strive to improve our societal, environmental and community impact by challenging ourselves to enhance our existing, and develop new, processes and initiatives in areas including employment practices, ethics, patient safety, affordability, product quality and innovation, data security, inclusiveness and climate impact. Over the course of 2025, we continued to invest significant time and resources into achieving the meaningful goals we set for ourselves relating to the environmental, social and governance matters that are most important to our employees, investors and other stakeholders. Our cross-functional Sustainability Council, which is led by executive management and overseen by the CNG Committee of the Board, focused on increasing transparency around our sustainability efforts and accomplishments. Continuing to grow and enhance our sustainability policies and programs is a key priority for us now and in the future, which we believe will benefit all our stakeholders: our employees, customers, patients, investors and local communities.

In April 2026, we published our seventh annual sustainability report covering the 2025 calendar year (“2025 Sustainability Report”). The 2025 Sustainability Report is posted under “Governance & Sustainability” on our website at http://investors.glaukos.com, and references the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) frameworks. We hope that our 2025 Sustainability Report reflects our dedication to continuous improvement and transparency. Below are highlights of our accomplishments, metrics and progress in 2025:

The table below sets forth certain information regarding our executive officers as of April 2, 2026:

See “Proposal One — Election of Directors” for information concerning the business experience of Mr. Burns. Information concerning the business experience of our other executive officers is set forth below.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was amended pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (as defined below under the heading “Compensation Discussion and Analysis”) as disclosed in this Proxy Statement.

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

We urge stockholders to read the “Executive Compensation” section beginning on page 36 of this Proxy Statement which describes in more detail the key elements of our executive compensation program. The CNG Committee and the Board of Directors believe that our executive compensation program is appropriately designed to achieve the Company’s business objectives and create long-term value for our stockholders. Accordingly, we ask our stockholders to approve the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as set forth under “Executive Compensation,” including the Compensation Discussion and Analysis, Summary Compensation Table and the related compensation tables and narrative disclosure in this Proxy Statement for the 2026 Annual Meeting of Stockholders.”

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

We intend to provide our stockholders with an opportunity to approve the compensation of the Company’s Named Executive Officers each year at the annual meeting of stockholders.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the objectives of our executive compensation program and provides disclosure about the elements of compensation earned by and awarded to each of the executive officers identified in the “Summary Compensation Table,” whom we refer to in this section as our “Named Executive Officers” or “NEOs.” It also describes the philosophy of, and process followed by, our CNG Committee in making compensation decisions and setting compensation policy for our NEOs.

2025 NAMED EXECUTIVE OFFICERS

Our NEOs for fiscal year 2025 were:

The NEOs were our only executive officers during 2025.

2025 ACCOMPLISHMENTS

Our record full year 2025 results reflect a highly successful year of global execution across our key commercial and development initiatives, and underscore the dedication of our global teams, the strength of our differentiated technology platforms, and our evolution into a more diversified ophthalmic leader.

Commercial:

Pipeline:

iDose Platform

iLink Platform

iStent Platform

iLution Platform

Retina XR Platform

Operations:

Financial/Capital Position:

Corporate:

Our achievements in 2025 leave us excited about our prospects. As we enter into 2026, we are well positioned to sustain our strong growth momentum, led by two transformational growth drivers, including the continued advancement of the Interventional Glaucoma treatment paradigm with iDose TR, along with the launch of Epioxa, opening up a new paradigm in interventional keratoconus and rare diseases.

These two highly differentiated and durable market opportunities underpin our confidence to deliver a best-in-class growth profile extending well into the next decade as we continue to invest in and advance a robust, industry-leading pipeline, while remaining disciplined in capital allocation, focusing on ROI-driven investments and cash flow.